Franklin Templeton (BEN) 10-K risk factor changes: FY2024 vs FY2023

The asset management industry continues to experience disruption and challenges, including [removed: increased] [added: continued] fee pressure, regulatory changes, an increasing and changing role of technology in asset management services, the continuous introduction of new products and services, and the consolidation of financial services firms through mergers and acquisitions.

Individual financial, equity, debt and commodity markets may be adversely affected by financial, economic, [added: operational,] political, electoral, diplomatic or other [added: changes and/or] instabilities that are particular to the country or region in which a market is located, including without limitation local acts of terrorism, economic crises, political protests, war, insurrection or other business, social or political crises.

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

Global economic conditions, exacerbated by war, terrorism, social, civil or political unrest, natural disasters, public health crises, such as epidemics or pandemics, or financial crises, changes in the equity, debt or commodity [removed: marketplaces,] [added: marketplaces or market operations,] changes in currency exchange rates, interest rates, inflation rates, the yield curve, defaults by trading counterparties, bond defaults, revaluation and bond market liquidity risks, geopolitical risks, the imposition of economic sanctions and other factors that are difficult to predict, affect the mix, market values and levels of our AUM.

Our investment management fee revenues are based primarily on a percentage of AUM and vary with the [removed: nature] [added: types] and strategies of our products.

Any decrease in the value or amount of our AUM because of market volatility or other factors, such as asset outflows or a decline in the price of [removed: stocks,] [added: securities,] in particular market segments or in the securities market generally, negatively impacts our revenues and income.

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

Due to market [removed: volatility] [added: volatility, reputational harm] or other events or conditions described above, our funds may need to sell securities or instruments that they hold, possibly at a loss, or draw on any available lines of credit, to obtain cash to maintain sufficient liquidity or settle [removed: these] redemptions, or settle in-kind with securities held in the applicable fund.

[removed: While we] have no legal or contractual obligation to do so, we have in the past provided, and may in the future at our discretion provide, financial support to our funds to enable them to maintain sufficient liquidity in any such event.

Poor investment performance, as [removed: currently] [added: has been and may be periodically] experienced by certain of our products, as compared to third-party benchmarks or competitive products, has led, and could in the future lead, to a decrease in sales of our products and stimulate redemptions from existing products, generally lowering the overall level of AUM and reducing the management fees we earn.

If our brands or reputation are harmed, existing clients may reduce amounts held in, or withdraw entirely from, our [removed: products, or] [added: products and services, and/or] our clients and products may terminate their management agreements with us, which could reduce the amount of our AUM and cause us to suffer a corresponding loss in our revenues and income.

Moreover, ESG topics and activities have been the subject of increased focus by certain investors and regulators in the asset management industry, and any inability to meet applicable requirements [removed: or expectations] may adversely impact our reputation and business.

In order to be competitive and comply with our agreements, we must properly [added: manage our business and subsidiaries around the world, and effectively] perform our fund and portfolio administration and related responsibilities, including portfolio [removed: recordkeeping] [added: record keeping] and accounting, security pricing, corporate actions, investment restrictions compliance, daily net asset value computations, account reconciliations, and required distributions to fund shareholders.

Although we expend considerable resources on internal controls, supervision, technology and training in an effort to ensure that such transactions do not violate applicable guidelines, rules and regulations or adversely affect our clients, counterparties or us, our operations are ultimately dependent on our personnel, as well as others involved in our business, such as third-party [removed: vendors,] providers and other intermediaries, and subject to [removed: potential] human [removed: errors.][added: error.]

Fluctuations in the exchange rates to the U.S. dollar have affected, and [removed: may] [added: will] in the future affect, our financial results from one period to the next.

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

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 [removed: more developed] U.S. and European markets; advances in technology and digital wealth and distribution tools and increasing client interest in interacting digitally with their investment portfolios; and growing [removed: crypto] [added: digital] asset markets that remain subject to substantial volatility and significant regulatory uncertainty.

We compete with numerous investment management companies, securities brokerage and investment banking firms, insurance companies, [removed: banks] [added: banks, hedge fund firms] and other financial [added: management] institutions.

Our products also compete with products offered by these competitors, as well as with [removed: real estate investment trusts, hedge funds and] other [added: financial] products.

Competition is based on various factors, including, among others, business reputation, investment performance, product mix and offerings, [removed: ESG strategies] [added: business trends] and [added: strategic] considerations, [added: investor goals and preferences,] service quality and innovation, distribution relationships, [removed: and] fees [removed: charged.][added: charged, and legal and product requirements and restrictions.]

Increasing competition for these distribution and sales channels, and regulatory changes and initiatives, have [added: 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: A failure to] maintain [removed: our third-party distribution and sales channels, or a failure to maintain] strong business relationships with our distributors and other intermediaries, may impair our distribution and sales operations.

Due to our interconnectivity with and dependency upon third-party [removed: vendors,] [added: providers, including] 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.][added: event or disruption.]

[removed: Most of the software applications] [added: Many services] that we use in our business are [removed: licensed from,] [added: delivered from] and supported, upgraded and maintained by, third-party [removed: vendors.][added: providers.]

[removed: Any] [added: A] breach, suspension or termination of [removed: certain of] these [removed: licenses] [added: services] or [removed: the] related support, upgrades and maintenance could cause temporary system delays or interruption that could adversely impact our business.

Moreover, adapting or developing the existing technology systems we use to meet our internal needs, as well as client needs, industry demands and new [removed: regulatory requirements, is also critical for our business.]

On an ongoing basis, we need to upgrade and improve our technology, including our [added: technology platform,] data processing, financial, accounting, shareholder servicing and trading systems.

These needs could [added: continue to] present operational issues or require significant capital spending, and may require us to reevaluate the current value and/or expected useful lives of the technology we [added: use or intend to] use, which could negatively impact our results of operations.

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 [added: investment management platforms,] digital advisers, digital wealth and distribution tools, [removed: crypto] [added: digital] asset tools and other advanced electronic systems, which could adversely affect our business if we are unable to remain competitive.

Any significant limitation, failure or security breach of our information and [removed: cyber security] [added: cybersecurity] infrastructure, software applications, technology or other [removed: systems] [added: systems, or those of our third-party providers,] that are critical to our operations could disrupt our business and harm our operations and reputation.

We are also dependent on the continuity and effectiveness of our information and [removed: cyber security] [added: cybersecurity] infrastructure, management oversight and reporting framework, policies, procedures and capabilities to protect our computer and telecommunications systems and the data that reside on or are transmitted through them and contracted third-party systems.

We use technology [added: and third-party providers] on a daily basis in our business to, among other things, support our business continuity and operations, process and transmit confidential communications, store and maintain [added: confidential and proprietary data including personal employee and/or client] data, obtain securities pricing information, process client transactions, and provide reports and other services to our clients.

Any disruptions, inaccuracies, [added: mismanagement,] delays, theft, systems failures, data security or privacy breaches, [removed: cyber] [added: cybersecurity threats, incidents,] attacks or [added: other] cyber-related fraud, or other security breaches in these and other [removed: processes] [added: processes,] could subject us to significant client dissatisfaction and losses and damage our reputation.

We and our third-party [removed: service] providers have been, and 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.

Although we take protective measures, including measures to secure and protect information through system security technology and our internal security procedures, [added: as well as measures to assess third-party provider security posture and controls,] we can provide no assurance that any of these measures will prove effective or comply with evolving information security [removed: standards.][added: standards, particularly given the evolving nature and sophistication of cyber and technology threats and attacks.]

The technology systems we use [added: or rely on, including those provided and/or leveraged by third-party providers,] remain vulnerable to denial of service attacks, unauthorized access, computer viruses, [removed: potential] human [removed: errors] [added: error] and other events and circumstances that may have a security impact, such as an external or internal hacker attack by one or more cyber criminals (including through the use of [added: social engineering,] phishing attacks, malware, ransomware and other methods and activities maliciously designed to obtain and exploit confidential information and to cause system and service disruption and other damage) [removed: or] [added: and to] our personnel or vendors inadvertently or recklessly causing [removed: us to] release [added: of] confidential information, which could materially harm our operations and reputation.

[removed: Potential system] [added: System] disruptions, failures or breaches of the technology we use or the security infrastructure we rely upon, including [removed: the] third-party applications and [removed: third-party services we use,] [added: services, or our failure to properly manage, mitigate, disclose or communicate a cybersecurity incident,] 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.

[removed: Moreover, loss or unauthorized disclosure or transfer of confidential and proprietary data or confidential customer identification information could further harm our] reputation and subject us to liability under laws that protect confidential data and personal information, resulting in increased costs or a decline in our revenues or common stock price.

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

For a more extensive discussion of certain laws, regulations (including certain pending regulatory reforms) and regulators to which we are subject, as well as certain defined terms referenced below, see [removed: “Item 1 – Business – Regulation”] [added: “Regulation” under Item 1, Business,] in Part I of this Annual Report.

While we

Such impacts could materially and adversely affect our profitability, lead to further business and operational disruptions, and expose us to additional costs and increased reputational damage and risk.

A failure to maintain our third-party distribution and sales channels, or a failure to

Cybersecurity issues affecting third-party providers are a growing concern in the asset management industry.

regulatory requirements, is also critical for our business.

For example, in July 2024, we selected a third-party technology solution to further support our investment management process and unify our investment management technology platform across asset classes to reduce complexity and support business growth, subject to a multi-year transition and implementation period.

In addition, developments in our use of process automation and artificial intelligence further heighten our dependency on technology.

Ongoing advances in technology, including generative artificial intelligence, as well as the malicious use of such technology, could further heighten the risks to our business.

Moreover, loss or unauthorized disclosure or transfer of confidential and proprietary data or confidential customer identification information could further harm our

We expect that the regulatory

appropriateness of our tax provision.

For example, as noted in the “Legal Proceedings” section in Note 16 - Commitments and Contingencies, our subsidiary, Western Asset Management Company (“WAM”) is the subject of parallel investigations by the SEC, the CFTC and the DOJ.

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.

LIBOR was replaced by the Secured Overnight Financing Rate and other alternatives in June 2023.

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.

Our third-party applications include enterprise cloud storage and cloud computing application services provided and maintained by third-party vendors.

Our third-party applications and third-party services may include confidential and proprietary data, including personal employee and/or client data.

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.

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

We offer a broad product mix of [added: equity,] fixed income, [removed: equity,] alternative, 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.

[removed: We also provide sub-advisory services to certain investment products sponsored by other companies] which may be sold to investors under the brand names of those other companies or on a co-branded basis.

As noted in the “Risk Factors” section set forth above in Item 1A of Part I of this Annual Report, the amount and mix of our AUM are subject to significant [removed: fluctuations] [added: fluctuations, including as a result of reputational harm,] that can negatively impact our revenues and income.

During the fiscal year ended September 30, [removed: 2023] [added: 2024] (“fiscal year [removed: 2023”),] [added: 2024”),] global equity markets provided positive returns [removed: driven by moderating inflation,] [added: reflecting, among other things,] easing of monetary policy and resilient economic [removed: activity amid continued concerns about the risk of recession.][added: activity.]

The S&P 500 Index and MSCI World Index increased [removed: 21.6%] [added: 36.4%] and [removed: 22.6%] [added: 33.0%] for the fiscal year.

The global bond markets [removed: remained] [added: were also] positive as the Bloomberg Barclays Global Aggregate Index increased [removed: 2.2%] [added: 12.0%] for the fiscal [removed: year, reflecting moderating inflation and easing of monetary policy.][added: year.]

Our total AUM was [removed: $1,374.2] [added: $1,678.6] billion at September 30, [removed: 2023,] [added: 2024,] which was [removed: 6%] [added: 22%] higher than at September 30, [removed: 2022] [added: 2023] driven by the positive impact of [removed: $58.9] [added: $186.0] billion of net market change, distributions and other, [removed: $34.9] [added: $148.3] billion from [removed: an acquisition,] [added: the acquisition of Putnam Investments (“Putnam”),] and [removed: $4.3] [added: $2.7] billion of cash management net inflows, partially offset by [removed: $21.3] [added: $32.6] billion of long-term net outflows.

Simple monthly average AUM (“average AUM”) [removed: decreased 5%] [added: increased 12%] during fiscal year [removed: 2023.][added: 2024.]

| *(in millions, except per share data)* | | | | | | | | | | | | | | | | | | | | | | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | | | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | |

| for the fiscal years ended September 30, | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | | | |

| Operating revenues | | | | | | $ | [removed: 7,849.4] [added: 8,478.0] | | | | | $ | [removed: 8,275.3] [added: 7,849.4] | | | | | $ | [removed: 8,425.5] [added: 8,275.3] | | | | | [removed: (5] [added: 8] | | [removed: %)] [added: %] | | | | [removed: (2] [added: (5] | | %) |

| Operating income | | | | | | [removed: 1,102.3] [added: 407.6] | | | | | | [removed: 1,773.9] [added: 1,102.3] | | | | | | [removed: 1,875.0] [added: 1,773.9] | | | | | | [removed: (38] [added: (63] | | %) | | | | [removed: (5] [added: (38] | | %) |

| Operating margin1 | | | | | | [removed: 14.0] [added: 4.8] | | % | | | | [removed: 21.4] [added: 14.0] | | % | | | | [removed: 22.3] [added: 21.4] | | % | | | | | | | | | | | | |

| Net income attributable to Franklin Resources, Inc. | | | | | | $ | [removed: 882.8] [added: 464.8] | | | | | $ | [removed: 1,291.9] [added: 882.8] | | | | | $ | [removed: 1,831.2] [added: 1,291.9] | | | | | [removed: (32] [added: (47] | | %) | | | | [removed: (29] [added: (32] | | %) |

| Diluted earnings per share | | | | | | $ | [removed: 1.72] [added: 0.85] | | | | | $ | [removed: 2.53] [added: 1.72] | | | | | $ | [removed: 3.57] [added: 2.53] | | | | | [removed: (32] [added: (51] | | %) | | | | [removed: (29] [added: (32] | | %) |

| Adjusted operating income | | | | | | $ | [removed: 1,823.8] [added: 1,713.1] | | | | | $ | [removed: 2,323.5] [added: 1,823.8] | | | | | $ | [removed: 2,379.3] [added: 2,323.5] | | | | | [removed: (22] [added: (6] | | %) | | | | [removed: (2] [added: (22] | | %) |

| Adjusted operating margin | | | | | | [removed: 29.9] [added: 26.1] | | % | | | | [removed: 35.9] [added: 29.9] | | % | | | | [removed: 37.7] [added: 35.9] | | % | | | | | | | | | | | | |

| Adjusted net income | | | | | | $ | [removed: 1,332.2] [added: 1,276.7] | | | | | $ | [removed: 1,855.6] [added: 1,332.2] | | | | | $ | [removed: 1,915.2] [added: 1,855.6] | | | | | [removed: (28] [added: (4] | | %) | | | | [removed: (3] [added: (28] | | %) |

| Adjusted diluted earnings per share | | | | | | $ | [removed: 2.60] [added: 2.39] | | | | | $ | [removed: 3.63] [added: 2.60] | | | | | $ | [removed: 3.74] [added: 3.63] | | | | | [removed: (28] [added: (8] | | %) | | | | [removed: (3] [added: (28] | | %) |

| *(in billions)* | | | | | | | | | | | | | | | | | | | | | | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | | | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | |

| as of September 30, | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | | | |

| Fixed Income | | | | | | [removed: $] [added: 556.4] | [removed: 483.1] | | | | | [removed: $] [added: 483.1] | [removed: 490.9] | | | | | [removed: $] [added: 490.9] | [removed: 650.3] | | | | | [removed: (2] [added: 15] | | [removed: %)] [added: %] | | | | [removed: (25] [added: (2] | | %) |

| Equity | | | | | | [removed: 430.4] [added: $] | [added: 632.1] | | | | | [removed: 392.3] [added: $] | [added: 430.4] | | | | | [removed: 523.6] [added: $] | [added: 392.3] | | | | | [removed: 10] [added: 47] | | % | | | | [removed: (25] [added: 10] | | [removed: %)] [added: %] |

| Alternative | | | | | | [removed: 254.9] [added: 249.9] | | | | | | [removed: 225.1] [added: 254.9] | | | | | | [removed: 145.2] [added: 225.1] | | | | | | [removed: 13] [added: (2] | | [removed: %] [added: %)] | | | | [removed: 55] [added: 13] | | % |

| Multi-Asset | | | | | | [removed: 145.0] [added: 176.2] | | | | | | [removed: 131.5] [added: 145.0] | | | | | | [removed: 152.4] [added: 131.5] | | | | | | [removed: 10] [added: 22] | | % | | | | [removed: (14] [added: 10] | | [removed: %)] [added: %] |

| Cash Management | | | | | | [removed: 60.8] [added: 64.0] | | | | | | [removed: 57.6] [added: 60.8] | | | | | | [removed: 58.6] [added: 57.6] | | | | | | [removed: 6] [added: 5] | | % | | | | [removed: (2] [added: 6] | | [removed: %)] [added: %] |

| Total | | | | | | $ | [removed: 1,374.2] [added: 1,678.6] | | | | | $ | [removed: 1,297.4] [added: 1,374.2] | | | | | $ | [removed: 1,530.1] [added: 1,297.4] | | | | | [removed: 6] [added: 22] | | % | | | | [removed: (15] [added: 6] | | [removed: %)] [added: %] |

| *(in billions)* | | | | | | Average AUM | | | | | | | | | | | | | | | | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | | | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | |

| Fixed Income | | | | | | [removed: $] [added: 542.3] | [removed: 499.7] | | | | | [removed: $] [added: 499.7] | [removed: 586.5] | | | | | [removed: $] [added: 586.5] | [removed: 657.5] | | | | | [removed: (15] [added: 9] | | [removed: %)] [added: %] | | | | [removed: (11] [added: (15] | | %) |

| Equity | | | | | | [removed: 436.1] [added: $] | [added: 544.0] | | | | | [removed: 491.3] [added: $] | [added: 436.1] | | | | | [removed: 502.9] [added: $] | [added: 491.3] | | | | | [removed: (11] [added: 25] | | [removed: %)] [added: %] | | | | [removed: (2] [added: (11] | | %) |

| Alternative | | | | | | [removed: 251.9] [added: 254.9] | | | | | | [removed: 185.1] [added: 251.9] | | | | | | [removed: 132.6] [added: 185.1] | | | | | | [removed: 36] [added: 1] | | % | | | | [removed: 40] [added: 36] | | % |

| Multi-Asset | | | | | | [removed: 144.4] [added: 161.1] | | | | | | [removed: 146.1] [added: 144.4] | | | | | | [removed: 146.4] [added: 146.1] | | | | | | [removed: (1] [added: 12] | | [removed: %)] [added: %] | | | | [removed: 0] [added: (1] | | [removed: %] [added: %)] |

| Cash Management | | | | | | [removed: 68.3] [added: 63.5] | | | | | | [removed: 60.2] [added: 68.3] | | | | | | [removed: 64.7] [added: 60.2] | | | | | | [removed: 13] [added: (7] | | [removed: %] [added: %)] | | | | [removed: (7] [added: 13] | | [removed: %)] [added: %] |

| Total | | | | | | $ | [removed: 1,400.4] [added: 1,565.8] | | | | | $ | [removed: 1,469.2] [added: 1,400.4] | | | | | $ | [removed: 1,504.1] [added: 1,469.2] | | | | | [removed: (5] [added: 12] | | [removed: %)] [added: %] | | | | [removed: (2] [added: (5] | | %) |

| for the fiscal years ended September 30, | | | | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | | | | | [removed: 2021] | | | [added: | | | | | |]

| Fixed Income | | | | | | [removed: 36] [added: 35] | | % | | | | [removed: 40] [added: 36] | | % | | | | [removed: 44] [added: 40] | | % |

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

| Alternative | | | | | | [removed: 18] [added: 16] | | % | | | | [removed: 13] [added: 18] | | % | | | | [removed: 9] [added: 13] | | % |

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

Words such as “we,” “us,” “our” and similar terms refer to the Company.

We also provide sub-advisory services to certain investment products sponsored by other companies

On January 1, 2024, we acquired Putnam, a global asset management firm, from Great-West Lifeco Inc. (“Great-West”).

The following discussion and analysis includes a comparison of our financial results for fiscal year 2024 to fiscal year 2023.

For discussion and analysis of the financial results for fiscal year 2023 compared to fiscal year 2022, see Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the fiscal year ended September 30, 2023, which was filed with the SEC on November 14, 2023.

| for the fiscal years ended September 30, | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| *(in billions)* | | | | | | | | | | | | | | | | | | | | | | | | 2024 vs. 2023 | | | | | | 2023 vs. 2022 | | |

| for the fiscal years ended September 30, | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | | | | | | | | | |

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

| Long-term inflows | | | | | | 123.3 | | | | | | 142.5 | | | | | | 16.7 | | | | | | 36.5 | | | | | | — | | | | | | 319.0 | | |

| Long-term outflows | | | | | | (129.3) | | | | | | (181.3) | | | | | | (12.5) | | | | | | (28.5) | | | | | | — | | | | | | (351.6) | | |

| Long-term net flows | | | | | | (6.0) | | | | | | (38.8) | | | | | | 4.2 | | | | | | 8.0 | | | | | | — | | | | | | (32.6) | | |

| Total net flows | | | | | | (6.0) | | | | | | (38.8) | | | | | | 4.2 | | | | | | 8.0 | | | | | | 2.7 | | | | | | (29.9) | | |

| Acquisition | | | | | | 81.3 | | | | | | 59.3 | | | | | | 0.7 | | | | | | 5.8 | | | | | | 1.2 | | | | | | 148.3 | | |

| Net market change, distributions and other | | | | | | 126.4 | | | | | | 52.8 | | | | | | (9.9) | | | | | | 17.4 | | | | | | (0.7) | | | | | | 186.0 | | |

| AUM at September 30, 2024 | | | | | | $ | 632.1 | | | | | $ | 556.4 | | | | | $ | 249.9 | | | | | $ | 176.2 | | | | | $ | 64.0 | | | | | $ | 1,678.6 | |

AUM increased $304.4 billion or 22% during fiscal year 2024 due to the positive impact of $186.0 billion of net market change, distributions and other, $148.3 billion from the acquisition of Putnam, and $2.7 billion of cash management net inflows, partially offset by $32.6 billion of long-term net outflows, inclusive of $48.6 billion of long-term net outflows at Western Asset Management (“WAM”), and $20.7 billion of long-term reinvested distributions.

Long-term inflows increased 25% to $319.0 billion, as compared to the prior year, driven by higher inflows across multiple equity and fixed income vehicles, most significantly in open-end and sub-advised mutual funds.

Long-term outflows increased 27% to $351.6 billion, driven by higher outflows across multiple fixed income vehicles, primarily at WAM, and from equity open-end and sub-advised mutual funds.

| *(in billions)* | | | | | | | | | | | | | | | | | | | | | | | | 2024 vs. 2023 | | | | | | 2023 vs. 2022 | | |

| Europe, Middle East and Africa1 | | | | | | 209.1 | | | | | | 165.1 | | | | | | 134.4 | | | | | | 27 | | % | | | | 23 | | % |

| Asia-Pacific | | | | | | 178.0 | | | | | | 117.6 | | | | | | 110.6 | | | | | | 51 | | % | | | | 6 | | % |

| Total | | | | | | $ | 1,678.6 | | | | | $ | 1,374.2 | | | | | $ | 1,297.4 | | | | | 22 | | % | | | | 6 | | % |

1Effective October 1, 2023, India region is included in Europe, Middle East and Africa.

Excludes funds scheduled to be closed.

| for the fiscal years ended September 30, | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | | | | | | | | | |

Investment management fees increased $369.3 million in fiscal year 2024 primarily due to a 12% increase in average AUM, partially offset by a decrease in performance fees, certain transaction-related fees received in the prior year, and lower catch-up fees recognized at the closing of fundraising rounds in a secondary private equity fund, which ended in January 2024.

The rate decrease was primarily due to increased AUM in lower fee products, including those from the acquisition of Putnam, certain transaction-related fees received in the prior year, and lower catch-up fees recognized at the closing of fundraising rounds in a secondary private equity fund, which ended in January 2024.

| for the fiscal years ended September 30, | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | | | | | | | | | |

Asset-based distribution fees increased $137.1 million in fiscal year 2024 primarily due to revenue earned from Putnam products subsequent to the acquisition and an increase of 4% in the related average AUM, excluding the impact of Putnam.

Sales-based fees increased $40.2 million in fiscal year 2024 primarily due to an increase of 12% in commissionable sales and sales-based revenue earned from Putnam products subsequent to the acquisition.

Shareholder servicing fees increased $76.6 million in fiscal year 2024, primarily due to fees earned by Putnam subsequent to the acquisition, partially offset by the impact of a change in fee structure for certain U.S. sponsored funds.

| *(in millions)* | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | 2024 vs. 2023 | | | | | | 2023 vs. 2022 | | |

| Impairment of intangible assets | | | | | | 389.2 | | | | | | — | | | | | | — | | | | | | 100 | | % | | | | 0 | | % |

The Putnam acquisition had a significant impact on operating expenses for the fiscal year ended September 30, 2024; however, due to the ongoing integration of the combined businesses, it is not practicable to separately quantify the impact of the legacy Putnam business.

| *(in millions)* | | | | | | | | | | | | | | | | | | | | | | | | 2024 vs. 2023 | | | | | | 2023 vs. 2022 | | |

| for the fiscal years ended September 30, | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | | | | | | | | | |

| Acquisition-related retention1 | | | | | | 263.6 | | | | | | 164.9 | | | | | | 167.2 | | | | | | 60 | | % | | | | (1 | | %) |

Incentive compensation increased $81.6 million in fiscal year 2024, primarily due to the acquisition of Putnam and an increase in expense for deferred compensation awards, partially offset by lower incentive compensation at certain specialist investment managers.

Other compensation and benefits increased $41.9 million in fiscal year 2024, primarily due to higher net market gains on investments related to our deferred compensation plans and an increase in special termination benefits.

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.

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

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

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

| *(in billions)* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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.

| AUM at October 1, 2021 | | | | | | $ | 650.3 | | | | | $ | 523.6 | | | | | $ | 145.2 | | | | | $ | 152.4 | | | | | $ | 58.6 | | | | | $ | 1,530.1 | |

| Long-term inflows | | | | | | 138.4 | | | | | | 123.0 | | | | | | 22.4 | | | | | | 36.6 | | | | | | — | | | | | | 320.4 | | |

| Long-term outflows | | | | | | (168.6) | | | | | | (131.6) | | | | | | (16.1) | | | | | | (31.9) | | | | | | — | | | | | | (348.2) | | |

| Long-term net flows | | | | | | (30.2) | | | | | | (8.6) | | | | | | 6.3 | | | | | | 4.7 | | | | | | — | | | | | | (27.8) | | |

| Total net flows | | | | | | (30.2) | | | | | | (8.6) | | | | | | 6.3 | | | | | | 4.7 | | | | | | (0.8) | | | | | | (28.6) | | |

| Acquisitions | | | | | | — | | | | | | 4.6 | | | | | | 58.0 | | | | | | 2.3 | | | | | | — | | | | | | 64.9 | | |

| Net market change, distributions and other | | | | | | (129.2) | | | | | | (127.3) | | | | | | 15.6 | | | | | | (27.9) | | | | | | (0.2) | | | | | | (269.0) | | |

| AUM at September 30, 2022 | | | | | | $ | 490.9 | | | | | $ | 392.3 | | | | | $ | 225.1 | | | | | $ | 131.5 | | | | | $ | 57.6 | | | | | $ | 1,297.4 | |

AUM decreased $232.7 billion or 15% during fiscal year 2022 due to the negative impact of $269.0 billion of net market change, distributions and other, $27.8 billion of long-term net outflows and $0.8 billion of cash management net outflows, partially offset by acquisitions of $64.9 billion.

Long-term inflows decreased 12% to $320.4 billion, as compared to the prior year, driven by lower inflows in fixed income institutional separate accounts, open-end funds, and retail separately managed accounts, as well as equity open-end

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

Long-term outflows decreased 11% to $348.2 billion due to lower outflows in fixed income institutional separate accounts, equity and multi-asset open-end funds, and equity sub-advised mutual funds, partially offset by higher equity outflows in retail separately managed accounts and multi-asset sub-advised mutual funds.

| for the fiscal year ended September 30, 2021 | | | | | | Fixed Income | | | | | | Equity | | | | | | Alternative | | | | | | Multi-Asset | | | | | | Cash Management | | | | | | Total | | |

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

| Long-term inflows | | | | | | 176.5 | | | | | | 132.1 | | | | | | 19.8 | | | | | | 36.3 | | | | | | — | | | | | | 364.7 | | |

| Long-term outflows | | | | | | (188.2) | | | | | | (154.2) | | | | | | (11.8) | | | | | | (35.7) | | | | | | — | | | | | | (389.9) | | |

| Long-term net flows | | | | | | (11.7) | | | | | | (22.1) | | | | | | 8.0 | | | | | | 0.6 | | | | | | — | | | | | | (25.2) | | |

| Cash management net flows | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (15.1) | | | | | | (15.1) | | |

| Total net flows | | | | | | (11.7) | | | | | | (22.1) | | | | | | 8.0 | | | | | | 0.6 | | | | | | (15.1) | | | | | | (40.3) | | |

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

| Net market change, distributions and other | | | | | | 1.6 | | | | | | 107.6 | | | | | | 15.1 | | | | | | 22.4 | | | | | | 1.3 | | | | | | 148.0 | | |

| AUM at September 30, 2021 | | | | | | $ | 650.3 | | | | | $ | 523.6 | | | | | $ | 145.2 | | | | | $ | 152.4 | | | | | $ | 58.6 | | | | | $ | 1,530.1 | |

| Europe, Middle East and Africa | | | | | | 156.0 | | | | | | 126.6 | | | | | | 153.9 | | | | | | 23 | | % | | | | (18 | | %) |

| Asia-Pacific | | | | | | 126.7 | | | | | | 118.4 | | | | | | 155.6 | | | | | | 7 | | % | | | | (24 | | %) |

Investment management fees decreased $163.9 million in fiscal year 2023 primarily due to a 5% decrease in average AUM, partially offset by higher performance fees.

The decrease in average AUM occurred primarily in the fixed income and equity asset classes, partially offset by an increase in the alternative asset class that includes the acquisitions of Lexington Partners L.P. (“Lexington”) on April 1, 2022 and Alcentra on November 1, 2022.

Investment management fees increased $75.2 million in fiscal year 2022 primarily due to higher performance fees, partially offset by a 2% decrease in average AUM.

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 rate decrease in fiscal year 2022 was primarily due to a shift in assets from higher-fee products to lower-fee products in the fixed income and equity asset classes.

The Rule 12b-1 Plans

Asset-based distribution fees decreased $152.2 million and $152.1 million in fiscal years 2023 and 2022 primarily due to decreases of 11% and 12% in the related average AUM and, in fiscal year 2023, a higher mix of lower-fee assets.

Assuming the respective effective fee rates and asset mix remain unchanged, a proportional 10% change in the value of our average AUM would result in corresponding 10% changes in our investment management [added: fees, excluding performance-based investment management] fees and asset-based distribution fee [removed: revenues, excluding performance-based investment management fees.][added: revenues.]

Such a change for the fiscal year ended September 30, [removed: 2023] [added: 2024] would have resulted in an increase or decrease in operating revenues of [removed: $690.1] [added: $756.7] million.

We are exposed to changes in interest rates primarily through our investments in funds that invest in debt securities, which were [removed: $2,471.2] [added: $2,495.0] million at September 30, [removed: 2023.][added: 2024.]

We had [removed: minimal] [added: no] exposure to changes in interest rates from debt obligations at September 30, [removed: 2023] [added: 2024] as [removed: substantially] all of our outstanding debt was issued at fixed rates.

As of September 30, [removed: 2023,] [added: 2024,] 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.

The exposure to foreign currency exchange risk in our consolidated balance sheet mostly relates to cash and cash equivalents and investments that are denominated in foreign currencies, primarily in the [removed: Euro,] Indian Rupee, [added: Euro,] Pound Sterling and Australian dollar.

These assets accounted for [removed: 23%] [added: 25%] of the total cash and cash equivalents and investments at September 30, [removed: 2023.][added: 2024.]

Such a weakening as of September 30, [removed: 2023] [added: 2024] would result in a [removed: $134.8] [added: $109.1] million decrease in accumulated other comprehensive loss and a [removed: $24.0] [added: $6.6] million [removed: decrease] [added: increase] 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: 2023.][added: 2024.]

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: $190.7] [added: $191.9] million increase or decrease in our pre-tax earnings.

| Investments, at fair value | | | | | | $ | 838.0 | | | | | $ | 921.8 | | | | | $ | 754.2 | |

| Direct investments in CIPs | | | | | | 1,080.8 | | | | | | 1,188.9 | | | | | | 972.7 | | |

| Total | | | | | | $ | 1,918.8 | | | | | $ | 2,110.7 | | | | | $ | 1,726.9 | |

| 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 | |

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

We are a global investment management organization with [removed: approximately $1.4] [added: over $1.6] trillion in assets under management (“AUM”) as of September 30, [removed: 2023.][added: 2024.]

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

Incorporated herein by reference is certain financial information about our segment and geographic areas contained in Note [removed: 18] [added: 19] – Segment and Geographic Information in the notes to consolidated financial statements in Item 8 of Part II of this Annual Report.

We have added, among others: (i) the Templeton global investment firm in 1992, (ii) the Franklin Mutual Series investment firm in 1996, (iii) the Franklin Bissett Canadian investment firm in 2000, (iv) the Fiduciary Trust International investment and trust services firm in 2001, (v) the Benefit Street Partners alternative credit management firm in 2019, (vi) the Athena Capital Advisors investment and wealth management firm in March 2020, (vii) The Pennsylvania Trust Company investment and trust services firm in May 2020, (viii) the Legg Mason global investment firm in July 2020, (ix) the O’Shaughnessy Asset Management quantitative asset management firm in December 2021, (x) the Lexington Partners global alternatives investment firm in April 2022, [removed: and] (xi) the Alcentra alternative credit investment firm in November [removed: 2022.][added: 2022, and (xii) the Putnam global investment firm in January 2024.]

Our specialist investment managers include subsidiaries registered with the 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, [added: Commonwealth of The Bahamas,] Hong Kong, Ireland, India, Japan, Luxembourg, Malaysia, Mexico, [added: Saudi Arabia,] Singapore, Switzerland, South Korea, [removed: Commonwealth of The Bahamas,] the United Arab Emirates and the United Kingdom (“U.K.”).

We offer a broad product mix under our [added: equity,] fixed income, [removed: equity,] alternative, multi-asset and cash management asset classes.

Our multi-asset capabilities include income, real return, balanced/hybrid, total return, target [removed: data/risk,] [added: date/risk,] absolute return, tactical asset allocation and managed volatility investments.

Our U.S. funds include U.S. mutual funds, closed-end funds, [removed: ETFs] [added: ETFs, private funds, sub-advised funds] and other products.

Our institutional separate account services are provided to various institutions [added: globally] for which we serve as an investment adviser.

Our fees for providing investment management services are generally based on a percentage of AUM in the accounts that we advise, [added: and vary based on] the asset classes of the accounts, [removed: and] the types of services that we [removed: provide.][added: provide, and the market for those services.]

| *(in billions)* as of September 30, [removed: 2023] [added: 2024] | | | | | | U.S. Funds | | | | | | Non-U.S. Funds | | | | | | Institutional Separate Accounts | | | | | | Retail Separately Managed Accounts | | | | | | Other | | | | | | Total | | | | | | Percentage of Total AUM | | |

See “Assets under Management” under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of [added: Part II of] this Annual Report for additional information about our AUM.

Changing market [removed: conditions] [added: conditions, reputational harm] and the evolving needs of our clients may cause asset volatility and a shift in our asset mix, [removed: potentially resulting] [added: which may result] in an increase or decrease in our revenues and [removed: income depending upon the nature of our AUM and the level of management fees we earn based on our AUM.][added: income.]

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

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

Our investment products include mutual funds, closed-end funds, [added: collective investment trusts, interval funds,] private funds, institutional separate accounts, retail separately managed accounts, and other products.

Our products and capabilities are designed to accommodate a variety of investment goals and preferences, from capital appreciation to capital preservation, as well as [added: other investor preferences, which may include] sustainable investing and other environmental, social and governance (“ESG”) preferences.

Our [added: investment management] services include fundamental investment research and valuation analyses, including original economic, political, industry and company research, and analyses of suppliers, customers and competitors.

Our [added: specialist] investment managers manage a fund’s portfolio of securities in accordance with the fund’s stated objectives.

Certain of our specialist investment managers provide [removed: asset] [added: investment] management services to retail separately managed account programs sponsored by various financial institutions.

[removed: 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, asset allocation and custodial and administrative services.

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

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

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

Our global footprint and breadth of investment [removed: capability provides] [added: capabilities provide] the opportunity for us to work with global financial institutions to add value through and beyond investing, including by [added: providing thought leadership and] building business relationships and global economic partnerships.

Institutional investment management clients and their consultants tend to be highly sophisticated and investment [removed: performance-driven.][added: performance driven.]

[removed: Fees for U.S. funds] [added: Shareholder servicing fees] are [added: primarily determined] based on [removed: the level] [added: a contractual margin, or a percentage] of AUM and [removed: applicable] [added: either the number of] transactions in shareholder [removed: accounts, while outside of the U.S., the fees are based on the level of AUM and/or] [added: accounts or] the number of shareholder accounts.

We face strong competition from numerous investment management companies, securities brokerage and investment banking firms, insurance companies, [removed: banks] [added: banks, hedge fund firms] and other financial [added: management] institutions, which offer a wide range of financial and investment management services and products to the same retail, institutional and high-net-worth investors and accounts that we are seeking to attract.

Due to our international presence and varied product mix, it is difficult to assess our market position relative to other investment managers on a worldwide basis, but we believe that we are one of the more widely diversified investment managers based in the U.S. We believe that our [added: equity,] fixed income, [removed: equity,] alternative and multi-asset asset mix, coupled with our global presence, will serve our competitive needs well over the long term.

The establishment of new investment management firms and continuous development of investment products [added: increases the competition that we face.]

Our subsidiaries with custody of client assets or accounts are also subject to the applicable laws and regulations of U.S. states and [removed: other] non-U.S. jurisdictions regarding the reporting and escheatment of unclaimed or abandoned [removed: property.][added: property, and applicable banking, trust company and/or fiduciary related regulations.]

See Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of [added: Part II of] this Annual Report, for financial information about our business.

As a global investment management organization, certain of our subsidiaries are also subject to the rules and regulations of various U.S. regulatory and self-regulatory organizations, including the SEC, FINRA, the U.S. Commodity Futures Trading Commission (“CFTC”), the National Futures Association, the U.S. Department of Justice (“DOJ”), the U.S. Department of [removed: Labor,] [added: Labor (“DOL”),] and the USDT.

Certain of our subsidiaries are registered with the SEC under the Advisers Act and/or [added: with] the CFTC, and many of our funds are registered with the SEC under the Investment Company Act.

The Investment Company Act [added: similarly] imposes [removed: similar] [added: extensive] obligations on the registered investment companies advised by our subsidiaries.

*Cybersecurity Disclosure.* [removed: In July 2023, the SEC adopted amendments to its] [added: The SEC’s amended] rules [removed: to require] [added: requiring] disclosure regarding cybersecurity risk management, strategy, governance and incident reporting by public [removed: companies.][added: companies became effective in December 2023.]

The [removed: 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 [removed: a periodic] [added: an annual] 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 [removed: a periodic] [added: an annual] basis, the board’s oversight of risks from cybersecurity threats and management’s role in assessing and managing those risks.

The amendments [removed: will] require ongoing evaluation and analysis of [removed: 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.

Sustainable investing and ESG continue to be the focus of increased regulatory [added: and legal] scrutiny across jurisdictions.

| Equity | | | | | | $ | 359.1 | | | | | $ | 101.9 | | | | | $ | 60.7 | | | | | $ | 94.4 | | | | | $ | 16.0 | | | | | $ | 632.1 | | | | | 38 | | % |

| Fixed Income | | | | | | 179.1 | | | | | | 63.9 | | | | | | 251.3 | | | | | | 34.1 | | | | | | 28.0 | | | | | | 556.4 | | | | | | 33 | | % |

| Alternative | | | | | | 145.9 | | | | | | 79.8 | | | | | | 23.9 | | | | | | 0.2 | | | | | | 0.1 | | | | | | 249.9 | | | | | | 15 | | % |

| Multi-Asset | | | | | | 99.9 | | | | | | 10.9 | | | | | | 4.6 | | | | | | 16.6 | | | | | | 44.2 | | | | | | 176.2 | | | | | | 10 | | % |

| Cash Management | | | | | | 33.0 | | | | | | 30.0 | | | | | | 1.0 | | | | | | — | | | | | | — | | | | | | 64.0 | | | | | | 4 | | % |

| Total | | | | | | $ | 817.0 | | | | | $ | 286.5 | | | | | $ | 341.5 | | | | | $ | 145.3 | | | | | $ | 88.3 | | | | | $ | 1,678.6 | | | | | 100 | | % |

These programs typically allow securities brokers or other financial intermediaries to offer their clients the opportunity to choose from a number of investment management services

Our fees and expenses are routinely benchmarked against applicable industry standards.

*Antitrust Rules and Disclosure.* In October 2024, the Federal Trade Commission (“FTC”) approved various rule changes under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”) that amend certain premerger reporting and notification rules.

The HSR Act and its implementing rules require parties to certain mergers and acquisitions to submit premerger notifications to the FTC and DOJ and observe a waiting period before consummating such transactions.

The new rule changes, scheduled to take effect in January 2025, significantly expand the premerger information and documentation required to be submitted in connection with an HSR filing, which could substantially increase our required disclosure and notification expenses and delay transactions.

*U.S. DOL Reforms.* The DOL’s 2024 amended fiduciary rule broadening the definition of who is considered an “investment advice fiduciary” to a retirement investor, and adding significant restrictions and requirements for the use of prohibited transaction exemptions typically relied upon by investment firms such as ours, remains subject to applicable legal challenges.

Under the new rule, a financial services provider that provides one-time advice to a retirement investor may become subject to the Employee Retirement Income Security Act (ERISA) fiduciary standard.

In addition to the 2024 fiduciary rule, the DOL amended the Qualified Professional Asset Manager (QPAM) exemption as of June 2024, which many investment firms have relied upon when providing services to and engaging in transactions on behalf of applicable retirement plans, individual retirement accounts (IRAs) and/or certain commingled investment vehicles that have retirement plan investors.

The QPAM amendment makes material changes and imposes additional conditions and affirmative requirements for the ongoing use of such exemption.

interest rates.

The FCA recently established Sustainability Disclosure Requirements and we are reviewing the applicable product, marketing and other disclosure requirements for compliance with the December 2024 deadline.

We offer a significant number of EU UCITS to U.K. retail investors which will need to apply for registration under the U.K.’s new Offshore Funds Regime by mid-2025 in order to continue such offerings.

We await a further consultation from the U.K. Treasury as to how such funds may in the future also be covered by the Sustainability Disclosure Requirements.

The CSDD remains subject to further secondary rulemaking and guidance around implementation.

While CSDD does not currently apply to investment funds, the European Commission is required to consider the merits of potentially extending the requirements to funds within the next two years.

As investors in the public markets do not have the contractual relationship with issuers to compel them to provide the information required by CSDD, the imposition of CSDD to funds could prove problematic for the industry.

formation; and to contribute to the stability of the financial system and the reduction of systemic risk.

We consider our relations with our employees to be satisfactory.

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

Investment management fees are generally determined as a percentage of AUM pursuant to such contractual arrangements.

Our investment management services include services to accounts for which we have full investment discretion and to accounts for which we have no investment discretion.

Our global distribution framework is organized into two groups.

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

increases the competition that we face.

*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.

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.

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.

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

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 introduction of a third-country passport to non-EU AIFs/AIF managers has been delayed until further positive advice is delivered to the European Commission regarding a sufficient number of non-EU countries to better evaluate the impact, including with respect to the withdrawal of the U.K. from the EU.

The CSDD proposal remains subject to ongoing review and negotiation in the EU.

keeping, regulatory financial reporting, conflict of interest management, compliance systems and security holder reporting.

Incorporated herein by reference is information regarding certain legal proceedings and regulatory matters in which we are involved as set forth under “Legal Proceedings” contained in Note [removed: 15] [added: 16] – Commitments and Contingencies in the notes to consolidated financial statements in Item 8 of Part II of this Annual Report.

For the fiscal year ended September 30, [removed: 2023][added: 2024]

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) [removed: ☐][added: ☒]

The aggregate market value of the voting common equity (“common stock”) held by non-affiliates of the registrant, as of March 31, [removed: 2023] [added: 2024] (the last business day of registrant’s second quarter of fiscal year [removed: 2023),] [added: 2024),] was [removed: $7.7] [added: $8.7] 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: 2023: 494,584,385.][added: 2024: 523,667,677.]

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: 2023,] [added: 2024,] are incorporated by reference into Part III of this report.

| | | | ITEM 1. | | | [removed: [BUSINESS](#i3074e4ac412a4e41afa948cbcded3b49_16)] [added: [BUSINESS](#ice7b09ecc9c64e97856a42ca42341b17_16)] | | | [removed: [3](#i3074e4ac412a4e41afa948cbcded3b49_13)] [added: [3](#ice7b09ecc9c64e97856a42ca42341b17_13)] | | |

| | | | ITEM 1A. | | | [RISK [removed: FACTORS](#i3074e4ac412a4e41afa948cbcded3b49_40)] [added: FACTORS](#ice7b09ecc9c64e97856a42ca42341b17_40)] | | | [removed: [16](#i3074e4ac412a4e41afa948cbcded3b49_40)] [added: [16](#ice7b09ecc9c64e97856a42ca42341b17_40)] | | |

| | | | ITEM 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS](#i3074e4ac412a4e41afa948cbcded3b49_43)] [added: COMMENTS](#ice7b09ecc9c64e97856a42ca42341b17_43)] | | | [removed: [26](#i3074e4ac412a4e41afa948cbcded3b49_43)] [added: [26](#ice7b09ecc9c64e97856a42ca42341b17_43)] | | |

| | | | ITEM 2. | | | [removed: [PROPERTIES](#i3074e4ac412a4e41afa948cbcded3b49_46)] [added: [PROPERTIES](#ice7b09ecc9c64e97856a42ca42341b17_46)] | | | [removed: [27](#i3074e4ac412a4e41afa948cbcded3b49_46)] [added: [28](#ice7b09ecc9c64e97856a42ca42341b17_46)] | | |

| | | | ITEM 3. | | | [LEGAL [removed: PROCEEDINGS](#i3074e4ac412a4e41afa948cbcded3b49_49)] [added: PROCEEDINGS](#ice7b09ecc9c64e97856a42ca42341b17_49)] | | | [removed: [27](#i3074e4ac412a4e41afa948cbcded3b49_49)] [added: [28](#ice7b09ecc9c64e97856a42ca42341b17_49)] | | |

| | | | ITEM 4. | | | [MINE SAFETY [removed: DISCLOSURES](#i3074e4ac412a4e41afa948cbcded3b49_52)] [added: DISCLOSURES](#ice7b09ecc9c64e97856a42ca42341b17_52)] | | | [removed: [27](#i3074e4ac412a4e41afa948cbcded3b49_52)] [added: [28](#ice7b09ecc9c64e97856a42ca42341b17_52)] | | |

| | | | [INFORMATION ABOUT OUR EXECUTIVE [removed: OFFICERS](#i3074e4ac412a4e41afa948cbcded3b49_55)] [added: OFFICERS](#ice7b09ecc9c64e97856a42ca42341b17_55)] | | | | | | [removed: [28](#i3074e4ac412a4e41afa948cbcded3b49_55)] [added: [29](#ice7b09ecc9c64e97856a42ca42341b17_55)] | | |

| | | | ITEM 5. | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i3074e4ac412a4e41afa948cbcded3b49_61)] [added: SECURITIES](#ice7b09ecc9c64e97856a42ca42341b17_61)] | | | [removed: [30](#i3074e4ac412a4e41afa948cbcded3b49_61)] [added: [31](#ice7b09ecc9c64e97856a42ca42341b17_61)] | | |

| | | | ITEM 6. | | | [removed: [\[RESERVED\]](#i3074e4ac412a4e41afa948cbcded3b49_64)] [added: [\[RESERVED\]](#ice7b09ecc9c64e97856a42ca42341b17_64)] | | | [removed: [30](#i3074e4ac412a4e41afa948cbcded3b49_64)] [added: [31](#ice7b09ecc9c64e97856a42ca42341b17_64)] | | |

| | | | ITEM 7. | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i3074e4ac412a4e41afa948cbcded3b49_67)] [added: OPERATIONS](#ice7b09ecc9c64e97856a42ca42341b17_67)] | | | [removed: [30](#i3074e4ac412a4e41afa948cbcded3b49_67)] [added: [31](#ice7b09ecc9c64e97856a42ca42341b17_67)] | | |

| | | | ITEM 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i3074e4ac412a4e41afa948cbcded3b49_142)] [added: RISK](#ice7b09ecc9c64e97856a42ca42341b17_142)] | | | [removed: [55](#i3074e4ac412a4e41afa948cbcded3b49_142)] [added: [54](#ice7b09ecc9c64e97856a42ca42341b17_142)] | | |

| | | | ITEM 8. | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i3074e4ac412a4e41afa948cbcded3b49_145)] [added: DATA](#ice7b09ecc9c64e97856a42ca42341b17_145)] | | | [removed: [57](#i3074e4ac412a4e41afa948cbcded3b49_145)] [added: [56](#ice7b09ecc9c64e97856a42ca42341b17_145)] | | |

| | | | ITEM 9. | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#i3074e4ac412a4e41afa948cbcded3b49_268)] [added: DISCLOSURE](#ice7b09ecc9c64e97856a42ca42341b17_268)] | | | [removed: [94](#i3074e4ac412a4e41afa948cbcded3b49_268)] [added: [99](#ice7b09ecc9c64e97856a42ca42341b17_268)] | | |

| | | | ITEM 9A. | | | [CONTROLS AND [removed: PROCEDURES](#i3074e4ac412a4e41afa948cbcded3b49_271)] [added: PROCEDURES](#ice7b09ecc9c64e97856a42ca42341b17_271)] | | | [removed: [94](#i3074e4ac412a4e41afa948cbcded3b49_271)] [added: [99](#ice7b09ecc9c64e97856a42ca42341b17_271)] | | |

| | | | ITEM 9B. | | | [OTHER [removed: INFORMATION](#i3074e4ac412a4e41afa948cbcded3b49_274)] [added: INFORMATION](#ice7b09ecc9c64e97856a42ca42341b17_274)] | | | [removed: [94](#i3074e4ac412a4e41afa948cbcded3b49_274)] [added: [99](#ice7b09ecc9c64e97856a42ca42341b17_274)] | | |

| | | | ITEM 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#i3074e4ac412a4e41afa948cbcded3b49_277)] [added: INSPECTIONS](#ice7b09ecc9c64e97856a42ca42341b17_277)] | | | [removed: [94](#i3074e4ac412a4e41afa948cbcded3b49_277)] [added: [99](#ice7b09ecc9c64e97856a42ca42341b17_277)] | | |

| [PART [removed: III](#i3074e4ac412a4e41afa948cbcded3b49_280)] [added: III](#ice7b09ecc9c64e97856a42ca42341b17_280)] | | | | | | | | | | | |

| | | | ITEM 10. | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#i3074e4ac412a4e41afa948cbcded3b49_283)] [added: GOVERNANCE](#ice7b09ecc9c64e97856a42ca42341b17_283)] | | | [removed: [95](#i3074e4ac412a4e41afa948cbcded3b49_283)] [added: [100](#ice7b09ecc9c64e97856a42ca42341b17_283)] | | |

| | | | ITEM 11. | | | [EXECUTIVE [removed: COMPENSATION](#i3074e4ac412a4e41afa948cbcded3b49_286)] [added: COMPENSATION](#ice7b09ecc9c64e97856a42ca42341b17_286)] | | | [removed: [95](#i3074e4ac412a4e41afa948cbcded3b49_286)] [added: [100](#ice7b09ecc9c64e97856a42ca42341b17_286)] | | |

| | | | ITEM 12. | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#i3074e4ac412a4e41afa948cbcded3b49_289)] [added: MATTERS](#ice7b09ecc9c64e97856a42ca42341b17_289)] | | | [removed: [95](#i3074e4ac412a4e41afa948cbcded3b49_289)] [added: [100](#ice7b09ecc9c64e97856a42ca42341b17_289)] | | |

| | | | ITEM 13. | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#i3074e4ac412a4e41afa948cbcded3b49_292)] [added: INDEPENDENCE](#ice7b09ecc9c64e97856a42ca42341b17_292)] | | | [removed: [95](#i3074e4ac412a4e41afa948cbcded3b49_292)] [added: [101](#ice7b09ecc9c64e97856a42ca42341b17_292)] | | |

| | | | ITEM 14. | | | [PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#i3074e4ac412a4e41afa948cbcded3b49_295)] [added: SERVICES](#ice7b09ecc9c64e97856a42ca42341b17_295)] | | | [removed: [95](#i3074e4ac412a4e41afa948cbcded3b49_295)] [added: [101](#ice7b09ecc9c64e97856a42ca42341b17_295)] | | |

| [PART [removed: IV](#i3074e4ac412a4e41afa948cbcded3b49_298)] [added: IV](#ice7b09ecc9c64e97856a42ca42341b17_298)] | | | | | | | | | | | |

| | | | ITEM 15. | | | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#i3074e4ac412a4e41afa948cbcded3b49_301)] [added: SCHEDULES](#ice7b09ecc9c64e97856a42ca42341b17_301)] | | | [removed: [96](#i3074e4ac412a4e41afa948cbcded3b49_301)] [added: [102](#ice7b09ecc9c64e97856a42ca42341b17_301)] | | |

| | | | ITEM 16. | | | [FORM 10-K [removed: SUMMARY](#i3074e4ac412a4e41afa948cbcded3b49_304)] [added: SUMMARY](#ice7b09ecc9c64e97856a42ca42341b17_304)] | | | [removed: [96](#i3074e4ac412a4e41afa948cbcded3b49_304)] [added: [102](#ice7b09ecc9c64e97856a42ca42341b17_304)] | | |

| [EXHIBIT [removed: INDEX](#i3074e4ac412a4e41afa948cbcded3b49_307)] [added: INDEX](#ice7b09ecc9c64e97856a42ca42341b17_307)] | | | | | | | | | [removed: [96](#i3074e4ac412a4e41afa948cbcded3b49_307)] [added: [102](#ice7b09ecc9c64e97856a42ca42341b17_307)] | | |

| [removed: [SIGNATURES](#i3074e4ac412a4e41afa948cbcded3b49_310)] [added: [SIGNATURES](#ice7b09ecc9c64e97856a42ca42341b17_310)] | | | | | | | | | [removed: [99](#i3074e4ac412a4e41afa948cbcded3b49_310)] [added: [105](#ice7b09ecc9c64e97856a42ca42341b17_310)] | | |

| [PART I](#ice7b09ecc9c64e97856a42ca42341b17_10) | | | | | | | | | | | |

| | | | ITEM 1C. | | | [C](#ice7b09ecc9c64e97856a42ca42341b17_1649267444235)[YBERSECURITY](#ice7b09ecc9c64e97856a42ca42341b17_1649267444235) | | | 27 | | |

| [PART II](#ice7b09ecc9c64e97856a42ca42341b17_58) | | | | | | | | | | | |

The initiation or unfavorable resolution of legal proceedings or other claims and regulatory and other governmental investigations or inquiries, including the Western Asset Management investigations described under the heading “Risk Factors” and in “Note 16 - Commitments and Contingencies” to our audited financial statements contained herein, may result in monetary judgments or settlements or other remedies, including fines, penalties, restitution and/or alterations in our business practices or those of our specialist investment managers.

In addition, these matters may cause reputational harm to us or our specialist investment managers and could result in additional expenses and collateral costs, outflows or other financial impacts that could materially affect our results of operations and the price of our common stock.

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

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

Risk Management and Strategy

We recognize the importance of assessing, identifying and managing material risks from cybersecurity threats.

Our cybersecurity program focuses on (i) identification of and protection from cybersecurity risks, (ii) detection and analysis of cybersecurity events, (iii) response to and recovery from cybersecurity incidents, and (iv) education and awareness.

Under our program, designated personnel are responsible for:

- assessing the severity of a cybersecurity incident and associated threat;

- containing the threat;

- remediating the threat, including recovery of data and access to systems;

- analyzing the reporting obligations associated with the incident; and

- performing post-incident analysis and program improvements.

Our cybersecurity team is led by our Chief Security Officer (“CSO”) or the CSO’s delegee partnering with our risk, technology, legal, compliance, privacy, human resources, and other applicable business teams.

Identification and Protection. Our cybersecurity program has established processes to identify and categorize cybersecurity threats and vulnerabilities as part of our risk identification process, pursuant to which we regularly seek to obtain, monitor, assess and respond to evolving threat and vulnerability information.

Information about threats and vulnerabilities generally originates from multiple sources, including, but not limited to, government, information-sharing organizations, industry threat intelligence sources, and third parties.

The identification of risks is supported through various security controls and testing to help minimize exposure to reported cybersecurity threats and vulnerabilities.

These security controls include, but are not limited to, penetration testing, compromise assessments, vulnerability scanning, and various additional internal and external security audits and assessments.

In addition, we maintain a third-party risk management program that includes an initial and periodic cybersecurity assessment on critical vendors’ security posture and controls.

Detection and Analysis*.* Cybersecurity incidents may be detected through a variety of means, which include, but are not limited to, automated event-detection notifications or similar technologies which are monitored by our security operations team, as well as notifications from employees or third-party providers.

Once a cybersecurity incident is identified, including third-party cybersecurity events, our incident response team investigates the incident, determines the nature of the event and assesses the severity of the event and sensitivity of any compromised data.

Response and Recovery*.* In the event of a cybersecurity incident, our initial focus is to contain the cybersecurity incident as quickly as possible consistent with our incident response plan.

Once a cybersecurity incident is contained, we focus on remediation and recovery activities which depend on the nature of the cybersecurity incident.

We have relationships with third-party providers to assist with cybersecurity containment and remediation efforts, including for example forensic investigations, and incident response management.

If a cybersecurity incident materially impacts us, or is expected to materially impact us, we promptly notify senior management, the Franklin Board of Directors (“Board”) and/or Franklin Audit Committee, as appropriate based on the severity of the incident.

Our response plan also addresses engagement with appropriate individuals and committees with respect to disclosure determinations related to cybersecurity incidents.

We review and, if necessary, update our cyber security incident response plan at least annually.

Education and Awareness.

Our cybersecurity education and awareness program for employees and contractors covers a wide range of cyber topics including, but not limited to, policies and procedures, business/technology roles and responsibilities, threats and vulnerabilities, data privacy, confidentiality and asset protection.

Our employees and contractors are required to complete mandatory initial onboarding and annual cybersecurity trainings, supplemented by other periodic cyber-related testing and training.

Governance

Our Board is responsible for the oversight of our cybersecurity risk management program.

The Board has delegated to the Franklin Audit Committee oversight responsibility regarding cybersecurity risks.

Our CSO reports directly to our Chief Risk and Transformation Officer, each of whom has extensive experience in information security and risk

management.

The Board and/or Audit Committee receive(s) a report on cybersecurity matters, including threats, events and program enhancements, at least annually.

We update our cybersecurity policies at a minimum annually and benchmark our program to applicable cybersecurity standards and frameworks.

We are not aware of any cybersecurity threats or incidents that have materially impacted us during the fiscal year ended September 30, 2024, or that are reasonably likely to materially affect our business, including our business strategy, results of operations or financial condition.

We routinely face risks of cybersecurity incidents, whether through attempted or actual: cyber-attacks or cyber intrusions, ransomware and other forms of malware, computer viruses, attachments to emails, phishing, extortion or other scams.

Although we make efforts to maintain the security and integrity of our systems, these systems and the proprietary, confidential and personal information that resides on or is transmitted through them are subject to the risk of a cybersecurity incident or disruption, and there can be no assurances regarding the effectiveness of our security efforts and measures or those of our third-party providers who have access to, transmit, or store such data.

For additional information regarding our cybersecurity risks, see our risk factors under Item 1A in Part I of this Annual Report.

While we believe our facilities are suitable and adequate to conduct our business at present, we will continue to acquire, lease and dispose of facilities throughout the [removed: world] [added: world,] as necessary.

We lease excess owned space to third parties under leases with terms through [removed: 2033.][added: 2035.]

| San Mateo, California | | | | | | 743,793 | | | | | | [removed: 477,757] [added: 475,183] | | |

| St. Petersburg, Florida | | | | | | 560,948 | | | | | | [removed: 385,217] [added: 379,762] | | |

| Rancho Cordova, California | | | | | | 445,023 | | | | | | [removed: 47,676] [added: 55,770] | | |

| Poznan, Poland | | | | | | 284,436 | | | | | | [removed: 50,549] [added: 87,557] | | |

| Ft. Lauderdale, Florida | | | | | | 102,246 | | | | | | [removed: 20,264] [added: 31,705] | | |

| Edinburgh, Scotland | | | | | | 87,016 | | | | | | [removed: 26,210] [added: 24,879] | | |

| Other | | | | | | 95,883 | | | | | | [removed: 9,724] [added: 11,306] | | |

| Total | | | | | | 2,698,397 | | | | | | [removed: 1,040,485] [added: 1,089,250] | | |

We lease office space in [removed: 16] [added: 17] 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: 2023,] [added: 2024,] we leased and occupied approximately [removed: 1,931,000] [added: 2,514,000] square feet of office space worldwide, and subleased to third parties approximately [removed: 399,000] [added: 177,000] square feet of excess leased space.

Age [removed: 59][added: 60]

Age [removed: 62][added: 63]

Age [removed: 83][added: 84]

Age [removed: 55][added: 57]

Age [removed: 51][added: 52]

Age [removed: 61][added: 63]

Executive Vice President and Head of Global Distribution of Franklin since February 2023, responsible for global retail and institutional distribution, including marketing and product [removed: strategy, and] [added: strategy; formerly,] Managing Partner of Brandywine Global Investment Management, LLC [removed: since] [added: from] November [removed: 2014,] [added: 2014 to January 2024,] responsible for the overall management of Brandywine including infrastructure, legal and compliance, business strategy, and sales and client service; [removed: formerly,] 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.

Age 56

Gwen L.

Shaneyfelt

Chief Accounting Officer of Franklin since April 2019; officer and/or director of certain subsidiaries of Franklin, including as Vice President and Chief Financial Officer of Legg Mason, Inc., Director of ClearBridge Investments, LLC and Manager of Royce & Associates GP, LLC since August 2020; as well as Director of Franklin Templeton Fund Management Limited since May 2019, Manager of Franklin Templeton International Services S.à r.l.

since November 2013, and Senior Vice President of Franklin Templeton Companies, LLC since March 2011.

Our common stock is traded on the NYSE under the ticker symbol “BEN.” At October 31, [removed: 2023,] [added: 2024,] there were [removed: 2,476] [added: 2,353] 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: 2023.][added: 2024.]

In [removed: April 2018, we announced that] [added: December 2023,] our Board of Directors authorized the repurchase of up to [removed: 80.0 million] [added: an] additional [added: 27.2 million] shares of our common stock [added: in either open market or private transactions, for a total of up to 40.0 million shares available for repurchase] under the stock repurchase program.

| July 2024 | | | | | | 766,410 | | | | | | $ | 22.88 | | | | | 766,410 | | | | | | 34,066,486 | | |

| August 2024 | | | | | | 2,740,416 | | | | | | 20.63 | | | | | | 2,740,416 | | | | | | 31,326,070 | | |

| September 2024 | | | | | | 1,388,446 | | | | | | 20.39 | | | | | | 1,388,446 | | | | | | 29,937,624 | | |

| Total | | | | | | 4,895,272 | | | | | | | | | | | | 4,895,272 | | | | | | | | |

| 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 | | | | | | | | |

Index of Consolidated Financial Statements for the fiscal years ended September 30, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021.][added: 2022.]

| [Management’s Report on Internal Control Over Financial [removed: Reporting](#i3074e4ac412a4e41afa948cbcded3b49_151)] [added: Reporting](#ice7b09ecc9c64e97856a42ca42341b17_151)] | | | | | | [removed: [58](#i3074e4ac412a4e41afa948cbcded3b49_151)] [added: [57](#ice7b09ecc9c64e97856a42ca42341b17_151)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i3074e4ac412a4e41afa948cbcded3b49_154)] [added: Firm](#ice7b09ecc9c64e97856a42ca42341b17_154)] (PCAOB ID 238) | | | | | | [removed: [59](#i3074e4ac412a4e41afa948cbcded3b49_154)] [added: [58](#ice7b09ecc9c64e97856a42ca42341b17_154)] | | |

| [Consolidated Statements of Income for the fiscal years ended September [removed: 30,](#i3074e4ac412a4e41afa948cbcded3b49_157) [2023](#i3074e4ac412a4e41afa948cbcded3b49_157)[,](#i3074e4ac412a4e41afa948cbcded3b49_157) [2022](#i3074e4ac412a4e41afa948cbcded3b49_157) [and](#i3074e4ac412a4e41afa948cbcded3b49_157) [2021](#i3074e4ac412a4e41afa948cbcded3b49_157)] [added: 30, 2024, 2023 and 2022](#ice7b09ecc9c64e97856a42ca42341b17_157)] | | | | | | [removed: [61](#i3074e4ac412a4e41afa948cbcded3b49_157)] [added: [62](#ice7b09ecc9c64e97856a42ca42341b17_157)] | | |

| [Consolidated Statements of Comprehensive Income for the fiscal years ended September [removed: 30,](#i3074e4ac412a4e41afa948cbcded3b49_160) [2023](#i3074e4ac412a4e41afa948cbcded3b49_160)[,](#i3074e4ac412a4e41afa948cbcded3b49_160) [2022](#i3074e4ac412a4e41afa948cbcded3b49_160) [and](#i3074e4ac412a4e41afa948cbcded3b49_160) [2021](#i3074e4ac412a4e41afa948cbcded3b49_160)] [added: 30, 2024, 2023 and 2022](#ice7b09ecc9c64e97856a42ca42341b17_160)] | | | | | | [removed: [62](#i3074e4ac412a4e41afa948cbcded3b49_160)] [added: [63](#ice7b09ecc9c64e97856a42ca42341b17_160)] | | |

| [Consolidated Balance Sheets as of September [removed: 30,](#i3074e4ac412a4e41afa948cbcded3b49_163) [2023](#i3074e4ac412a4e41afa948cbcded3b49_163) [and](#i3074e4ac412a4e41afa948cbcded3b49_163) [2022](#i3074e4ac412a4e41afa948cbcded3b49_163)] [added: 30, 2024 and 2023](#ice7b09ecc9c64e97856a42ca42341b17_163)] | | | | | | [removed: [63](#i3074e4ac412a4e41afa948cbcded3b49_163)] [added: [64](#ice7b09ecc9c64e97856a42ca42341b17_163)] | | |

| [Consolidated Statements of Stockholders’ Equity as of and for the fiscal years ended September [removed: 30,](#i3074e4ac412a4e41afa948cbcded3b49_169) [2023](#i3074e4ac412a4e41afa948cbcded3b49_169)[,](#i3074e4ac412a4e41afa948cbcded3b49_169) [2022](#i3074e4ac412a4e41afa948cbcded3b49_169) [and](#i3074e4ac412a4e41afa948cbcded3b49_169) [2021](#i3074e4ac412a4e41afa948cbcded3b49_169)] [added: 30, 2024, 2023 and 2022](#ice7b09ecc9c64e97856a42ca42341b17_169)] | | | | | | [removed: [64](#i3074e4ac412a4e41afa948cbcded3b49_169)] [added: [65](#ice7b09ecc9c64e97856a42ca42341b17_169)] | | |

| [Consolidated Statements of Cash Flows for the fiscal years ended September [removed: 30,](#i3074e4ac412a4e41afa948cbcded3b49_175) [2023](#i3074e4ac412a4e41afa948cbcded3b49_175)[,](#i3074e4ac412a4e41afa948cbcded3b49_175) [2022](#i3074e4ac412a4e41afa948cbcded3b49_175) [and](#i3074e4ac412a4e41afa948cbcded3b49_175) [2021](#i3074e4ac412a4e41afa948cbcded3b49_175)] [added: 30, 2024, 2023 and 2022](#ice7b09ecc9c64e97856a42ca42341b17_175)] | | | | | | [removed: [65](#i3074e4ac412a4e41afa948cbcded3b49_175)] [added: [66](#ice7b09ecc9c64e97856a42ca42341b17_175)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i3074e4ac412a4e41afa948cbcded3b49_178)] [added: Statements](#ice7b09ecc9c64e97856a42ca42341b17_178)] | | | | | | [removed: [67](#i3074e4ac412a4e41afa948cbcded3b49_178)] [added: [68](#ice7b09ecc9c64e97856a42ca42341b17_178)] | | |

Management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] 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: 2023.][added: 2024.]

We have audited the accompanying consolidated balance sheets of Franklin Resources, Inc. and its subsidiaries (the “Company”) as of September 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended September 30, [removed: 2023] [added: 2024] 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: 2023,] [added: 2024,] 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 and in accordance with auditing standards generally accepted in the United States of America.][added: PCAOB.]

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 [added: 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.]

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the consolidated financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (i) [removed: relates] [added: relate] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

As described in [removed: Note 13] [added: Notes 1 and 14] to the consolidated financial statements, the Company had gross deferred tax assets of [removed: $982.4] [added: $1,131.6] million as of September 30, [removed: 2023,] [added: 2024,] reduced by a [removed: $292.9] [added: $290.5] million valuation allowance.

Management [removed: records] [added: recorded] a valuation allowance to reduce the carrying values of deferred tax assets to the amount that is more likely than not to be realized.

The principal considerations for our determination that performing procedures relating to the realizability of deferred tax assets is a critical audit matter are [added: (i)] the significant judgment by management when assessing the realizability of deferred tax [removed: assets, which in turn led to] [added: assets and (ii)] a high degree of auditor judgment, [removed: subjectivity] [added: subjectivity,] and effort in performing procedures and evaluating audit evidence relating to management’s assessment of the realizability of deferred tax assets and [added: management’s] significant assumptions relating to the timing of expiration, projected sources of taxable income, limitations on utilization under the statute, and effectiveness of prudent and feasible tax planning strategies.

These procedures also included, among [removed: others:] [added: others] (i) evaluating management’s assessment of the realizability of deferred tax assets and the need for a valuation allowance, (ii) evaluating the reasonableness of management’s significant assumptions related to timing of expiration, projected sources of taxable income, limitations on utilization under the statute and effectiveness of prudent and feasible tax planning strategies, (iii) evaluating the prudence and feasibility of the implementation of available tax planning strategies, and (iv) testing the completeness and accuracy of the [added: underlying] data [removed: utilized] [added: used] in [removed: the] [added: management’s] assessment of the realizability of deferred tax assets.

| for the fiscal years ended September 30, | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Investment management fees | | | | | | $ | [removed: 6,452.9] [added: 6,822.2] | | | | | $ | [removed: 6,616.8] [added: 6,452.9] | | | | | $ | [removed: 6,541.6] [added: 6,616.8] | |

| Sales and distribution fees | | | | | | [removed: 1,203.7] [added: 1,381.0] | | | | | | [removed: 1,415.0] [added: 1,203.7] | | | | | | [removed: 1,635.5] [added: 1,415.0] | | |

| Shareholder servicing fees | | | | | | [removed: 152.7] [added: 229.3] | | | | | | [removed: 193.0] [added: 152.7] | | | | | | [removed: 211.2] [added: 193.0] | | |

| Other | | | | | | [removed: 40.1] [added: 45.5] | | | | | | [removed: 50.5] [added: 40.1] | | | | | | [removed: 37.2] [added: 50.5] | | |

| Total operating revenues | | | | | | [removed: 7,849.4] [added: 8,478.0] | | | | | | [removed: 8,275.3] [added: 7,849.4] | | | | | | [removed: 8,425.5] [added: 8,275.3] | | |

| Compensation and benefits | | | | | | [removed: 3,494.0] [added: 3,831.1] | | | | | | [removed: 3,089.8] [added: 3,494.0] | | | | | | [removed: 2,971.3] [added: 3,089.8] | | |

| Sales, distribution and marketing | | | | | | [removed: 1,613.1] [added: 1,863.1] | | | | | | [removed: 1,845.6] [added: 1,613.1] | | | | | | [removed: 2,105.8] [added: 1,845.6] | | |

| Information systems and technology | | | | | | [removed: 505.0] [added: 620.1] | | | | | | [removed: 500.2] [added: 505.0] | | | | | | [removed: 486.1] [added: 500.2] | | |

| Occupancy | | | | | | [removed: 228.9] [added: 325.4] | | | | | | [removed: 218.9] [added: 228.9] | | | | | | [removed: 218.1] [added: 218.9] | | |

| Amortization of intangible assets | | | | | | [removed: 341.1] [added: 338.2] | | | | | | [removed: 282.0] [added: 341.1] | | | | | | [removed: 232.0] [added: 282.0] | | |

| General, administrative and other | | | | | | [removed: 565.0] [added: 703.3] | | | | | | [removed: 564.9] [added: 565.0] | | | | | | [removed: 537.2] [added: 564.9] | | |

| Total operating expenses | | | | | | [removed: 6,747.1] [added: 8,070.4] | | | | | | [removed: 6,501.4] [added: 6,747.1] | | | | | | [removed: 6,550.5] [added: 6,501.4] | | |

| Operating Income | | | | | | [removed: 1,102.3] [added: 407.6] | | | | | | [removed: 1,773.9] [added: 1,102.3] | | | | | | [removed: 1,875.0] [added: 1,773.9] | | |

| Investment and other income, net | | | | | | [removed: 340.0] [added: 395.5] | | | | | | [removed: 91.1] [added: 262.3] | | | | | | [removed: 264.7] [added: 91.1] | | |

| Interest expense | | | | | | [removed: (123.7)] [added: (97.2)] | | | | | | [removed: (98.2)] [added: (123.7)] | | | | | | [removed: (85.4)] [added: (98.2)] | | |

On January 1, 2024, Franklin Resources, Inc. completed the acquisition of Putnam Investments (“Putnam”).

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 Putnam.

Putnam represents approximately 8% of the Company’s consolidated total operating revenues for the fiscal year ended September 30, 2024.

Putnam assets, excluding associated goodwill and intangible assets, represent approximately 4% of the Company’s consolidated total assets, as of September 30, 2024.

The recognition of goodwill and intangible assets 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, 2024.

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Putnam Investments from its assessment of internal control over financial reporting as of September 30, 2024 because it was acquired by the Company in a purchase business combination during 2024.

We have also excluded Putnam Investments from our audit of internal control over financial reporting.

Putnam Investments total operating revenues and total assets excluded from management’s assessment and our audit of internal control over financial reporting represent 8 percent and 4 percent, respectively, of the related consolidated financial statement amounts as of and for the year ended September 2024.

Valuation of the Investment Management Contracts Classified as Indefinite-Lived Intangible Assets in the Putnam Acquisition

As described in Notes 1 and 3 to the consolidated financial statements, on January 1, 2024, the Company acquired Putnam Investments.

The estimated fair value amounts recognized for the indefinite-lived intangible assets acquired amounted to $557.2 million.

Fair value of the acquired management contracts are based on the net present value (NPV) of estimated future cash flows attributable to the contracts, which includes significant assumptions about the assets under management (AUM) growth rate, pre-tax profit margin, discount rate, average effective fee rate and effective tax rate.

The principal considerations for our determination that performing procedures relating to the valuation of the investment management contracts classified as indefinite-lived intangible assets in the Putnam acquisition is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the indefinite-lived intangible assets acquired; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to the AUM growth rate and discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the valuation of the investment management contracts classified as indefinite-lived intangible assets in the Putnam acquisition, including controls over development of the AUM growth rate and discount rate assumptions.

These procedures also included, among others, (i) reading the purchase agreement and evaluating management’s identification of the indefinite-lived intangible assets, (ii) testing management’s process for identifying and developing the fair value estimate of the indefinite-lived intangible assets acquired; (iii) evaluating the appropriateness of the NPV method, (iv) testing the completeness, accuracy, relevance and reliability of underlying data used in the NPV method, (v) evaluating the reasonableness of management’s significant assumption related to the AUM growth rate, which involved considering industry knowledge and data, current and past performance of the contracts, and consistency with evidence obtained in other areas of the audit, and; (vi) involving professionals with specialized skill and knowledge to assist in evaluating the reasonableness of the discount rate assumption.

Valuation of the Indefinite-Lived Intangible Asset Associated with the Mutual Fund Contracts Managed by Western Asset Management

As described in Notes 1 and 9 to the consolidated financial statements, the carrying value of the indefinite-lived intangible related to the mutual fund contracts managed by Western Asset Management (WAM) was $650.0 million as of September 30, 2024, net of an impairment of $389.2 million recognized during 2024.

These indefinite-lived intangible assets are tested for impairment annually and when an event occurs or circumstances change that more likely than not reduce the fair value of the indefinite-lived intangible asset below its carrying value.

The fair value of the indefinite-lived intangible asset was based on the NPV of estimated future cash flows attributable to the contracts, which include significant assumptions about the AUM growth rate, pre-tax profit margin, discount rate, average effective fee rate and effective tax rate.

The principal considerations for our determination that performing procedures relating to the valuation of the indefinite-lived intangible asset associated with the mutual fund contracts managed by WAM is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the mutual fund contracts managed by WAM; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to the AUM growth rate and discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the valuation of the indefinite-lived intangible asset associated with the mutual fund contracts managed by WAM, including controls over development of the AUM growth rate and discount rate assumptions.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the mutual fund contracts managed by WAM, (ii) evaluating the appropriateness of the NPV method, (iii) testing the completeness, accuracy, relevance and reliability of underlying data used in the NPV method, and (iv) evaluating the reasonableness of management’s significant assumption related to the AUM growth rate by considering industry knowledge and data, current and past performance of the mutual fund contracts managed by WAM, and consistency with evidence obtained in other areas of the audit; and (v) involving professionals with specialized skill and knowledge to assist in evaluating the reasonableness of the discount rate assumption.

November 12, 2024

| Impairment of intangible assets | | | | | | 389.2 | | | | | | — | | | | | | — | | |

| Redeemable noncontrolling interests | | | | | | 127.9 | | | | | | 135.5 | | | | | | (46.9) | | |

| Nonredeemable noncontrolling interests | | | | | | 15.2 | | | | | | 7.4 | | | | | | 88.2 | | |

| Capital in excess of par | | | | | | 947.6 | | | | | | — | | |

| Acquisitions | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 149.9 | | | | | | 149.9 | | |

| Net income | | | | | | | | | | | | | | | | | | | | | | | | 464.8 | | | | | | | | | | | | 464.8 | | | | | | 15.2 | | | | | | 480.0 | | |

| Repurchase of common stock | | | | | | (12.0) | | | | | | (1.2) | | | | | | (281.2) | | | | | | 8.0 | | | | | | | | | | | | (274.4) | | | | | | | | | | | | (274.4) | | |

| Issuance of common stock | | | | | | 8.1 | | | | | | 0.8 | | | | | | 230.8 | | | | | | | | | | | | | | | | | | 231.6 | | | | | | | | | | | | 231.6 | | |

| Acquisition | | | | | | 31.6 | | | | | | 3.2 | | | | | | 936.9 | | | | | | | | | | | | | | | | | | 940.1 | | | | | | 25.8 | | | | | | 965.9 | | |

| Balance at September 30, 2024 | | | | | | 523.6 | | | | | | $ | 52.4 | | | | | $ | 947.6 | | | | | $ | 11,927.6 | | | | | $ | (419.5) | | | | | $ | 12,508.1 | | | | | $ | 734.9 | | | | | $ | 13,243.0 | |

| Amortization of intangible assets | | | | | | 338.2 | | | | | | 341.1 | | | | | | 282.0 | | |

| Impairment of intangible asset | | | | | | 389.2 | | | | | | — | | | | | | — | | |

| Other | | | | | | 172.2 | | | | | | 73.2 | | | | | | 25.1 | | |

| Acquisitions, net of cash acquired (including $281.4 in cash and cash equivalents of consolidated investment products in fiscal year 2024) | | | | | | 175.1 | | | | | | (500.5) | | | | | | (1,354.7) | | |

| Payments on repurchase agreement | | | | | | (81.1) | | | | | | — | | | | | | — | | |

| | | | | | | | | |

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

| Balance at October 1, 2020 | | | | | | 495.1 | | | | | | $ | 49.5 | | | | | $ | — | | | | | $ | 10,472.6 | | | | | $ | (407.6) | | | | | $ | 10,114.5 | | | | | $ | 754.6 | | | | | $ | 10,869.1 | |

| Net income | | | | | | | | | | | | | | | | | | | | | | | | 1,831.2 | | | | | | | | | | | | 1,831.2 | | | | | | 169.3 | | | | | | 2,000.5 | | |

| Repurchase of common stock | | | | | | (7.3) | | | | | | (0.7) | | | | | | (192.8) | | | | | | (14.7) | | | | | | | | | | | | (208.2) | | | | | | | | | | | | (208.2) | | |

| Issuance of common stock | | | | | | 14.0 | | | | | | 1.4 | | | | | | 132.0 | | | | | | | | | | | | | | | | | | 133.4 | | | | | | | | | | | | 133.4 | | |

| Acquisition | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 149.9 | | | | | | 149.9 | | |

| Other | | | | | | 122.7 | | | | | | 25.1 | | | | | | 16.0 | | |

| Decrease in loan receivables, net | | | | | | — | | | | | | — | | | | | | 42.7 | | |

| Acquisitions, net of cash acquired | | | | | | (500.5) | | | | | | (1,354.7) | | | | | | (9.0) | | |

| Proceeds from issuance of debt | | | | | | — | | | | | | — | | | | | | 1,193.9 | | |

Quoted market prices may be adjusted if events occur, such as significant price changes in proxies traded in relevant markets after the close of corresponding markets, trade halts or suspensions, or unscheduled market closures.

These proxies consist of correlated country-specific exchange-traded securities, such as futures, American Depositary Receipts indices or exchange-traded funds.

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

The fair value of cash-settled phantom stock

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.

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.

| as of November 1, 2022 | | | | | | | | | | | | | | | | | | | | |

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

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

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

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

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

The definite-lived intangible assets relate to acquired investment management contracts and trade names, which are amortized over their estimated useful lives ranging from 3.0 years to 10.0 years.

Alcentra contributed $158.0 million of operating revenue and did not have a material impact to net income attributable to Franklin Resources, Inc. for the fiscal year ended September 30, 2023.

Consequently, the Company has not presented pro forma combined results of operations for this acquisition.

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.

| Investment management fees | | | | | | $ | 4,647.7 | | | | | $ | 1,075.0 | | | | | $ | 333.3 | | | | | $ | 285.6 | | | | | $ | 200.0 | | | | | $ | 6,541.6 | |

| Sales and distribution fees | | | | | | 1,137.4 | | | | | | 395.8 | | | | | | 46.1 | | | | | | 52.5 | | | | | | 3.7 | | | | | | 1,635.5 | | |

| Shareholder servicing fees | | | | | | 164.7 | | | | | | 36.1 | | | | | | 6.6 | | | | | | 0.2 | | | | | | 3.6 | | | | | | 211.2 | | |

| Other | | | | | | 29.2 | | | | | | 1.0 | | | | | | 1.9 | | | | | | — | | | | | | 5.1 | | | | | | 37.2 | | |

| Total | | | | | | $ | 5,979.0 | | | | | $ | 1,507.9 | | | | | $ | 387.9 | | | | | $ | 338.3 | | | | | $ | 212.4 | | | | | $ | 8,425.5 | |

| as of September 30, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Sponsored funds and separate accounts | | | | | | $ | 289.5 | | | | | $ | 55.4 | | | | | $ | 14.1 | | | | | $ | 54.0 | | | | | $ | 413.0 | |

| Other equity and debt investments | | | | | | 3.1 | | | | | | 19.4 | | | | | | 2.7 | | | | | | 32.0 | | | | | | 57.2 | | |

| Contingent consideration asset | | | | | | — | | | | | | — | | | | | | 9.8 | | | | | | — | | | | | | 9.8 | | |

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: 2023.][added: 2024.]

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: 2023] [added: 2024] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] 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: 2023.][added: 2024.]

On January 1, 2024, Franklin Resources, Inc. completed the acquisition of Putnam Investments (“Putnam”).

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 Putnam.

Putnam represents approximately 8% of the Company’s consolidated total operating revenues for the fiscal year ended September 30, 2024.

Putnam assets, excluding associated goodwill and intangible assets, represent approximately 4% of the Company’s consolidated total assets, as of September 30, 2024.

The recognition of goodwill and intangible assets 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, 2024.

Rule 10b5-1 Trading Plans

During the fiscal quarter ended September 30, 2024, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of Franklin adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408 of Regulation S-K.

None.

[removed: The] [added: A copy of the] Code of Ethics is [added: filed as an exhibit to this Annual Report and is] posted on our website at www.franklinresources.com under “Corporate Governance.” A copy of the Code of Ethics is available in print free of charge to any stockholder who requests a copy.

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: 2023 (“2024] [added: 2024 (“2025] Proxy Statement”).

Insider Trading Policy. Franklin has adopted an insider Trading Blackout Policy (the “Trading Blackout Policy”) that applies to all designated executive officers, directors, employees and temporary employees of Franklin and our subsidiaries and affiliates.

The Trading Blackout Policy is designed to promote compliance with insider trading laws, rules and regulations with respect to the purchase, sale and/or other dispositions of Franklin’s securities, as well as the applicable rules and regulations of the New York Stock Exchange.

The Trading Blackout Policy addresses the implementation of certain trading blackout periods in Franklin’ securities (including common stock, debt, options and other related derivative securities) for covered persons.

A copy of the Trading Blackout Policy is filed as an exhibit to this Annual Report.

The information required by this Item 11 is incorporated by reference from the information to be provided under the sections of our [removed: 2024] [added: 2025] Proxy Statement titled “Director Fees,” “Compensation Discussion and Analysis” and “Executive Compensation.”

For the quarter ended March 31, 2024, Franklin revised the comparative prior period amounts included in the consolidated statements of income, consolidated statements of stockholders’ equity, consolidated statements of cash flows, and related footnote disclosures.

Franklin determined this did not result in a material misstatement to its previously issued consolidated financial statements, and that there was no impact on operating income, net income attributable to Franklin, earnings per share, total assets, total liabilities, retained earnings, total shareholders’ equity, or the financial results attributable to Franklin’s shareholders.

Franklin concluded that there was no erroneously awarded executive compensation requiring recovery under Franklin’s Executive Compensation Clawback Policy because the revised prior period amounts did not impact any metric used in determining 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: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] Proxy Statement titled “Fees Paid to Independent Registered Public Accounting Firm.”

| 3.1 | | | | | | [Certificate of Incorporation of Registrant, as filed November 28, 1969, incorporated by reference to Exhibit (3)(i) to our Annual Report on Form 10-K for the fiscal year ended September 30, 1994 (File No. 001-09318) (the “1994 Annual [removed: Report”)](http://www.sec.gov/Archives/edgar/data/38777/0000038777-94-000129.txt)] [added: Report”)](https://www.sec.gov/Archives/edgar/data/38777/0000038777-94-000129.txt)] | | |

| 3.2 | | | | | | [Certificate of Amendment of Certificate of Incorporation of Registrant, as filed March 1, 1985, incorporated by reference to Exhibit 3(ii) to the 1994 Annual [removed: Report](http://www.sec.gov/Archives/edgar/data/38777/0000038777-94-000129.txt)] [added: Report](https://www.sec.gov/Archives/edgar/data/38777/0000038777-94-000129.txt)] | | |

| 3.3 | | | | | | [Certificate of Amendment of Certificate of Incorporation of Registrant, as filed April 1, 1987, incorporated by reference to Exhibit 3(iii) to the 1994 Annual [removed: Report](http://www.sec.gov/Archives/edgar/data/38777/0000038777-94-000129.txt)] [added: Report](https://www.sec.gov/Archives/edgar/data/38777/0000038777-94-000129.txt)] | | |

| 3.4 | | | | | | [Certificate of Amendment of Certificate of Incorporation of Registrant, as filed February 2, 1994, incorporated by reference to Exhibit 3(iv) to the 1994 Annual [removed: Report](http://www.sec.gov/Archives/edgar/data/38777/0000038777-94-000129.txt)] [added: Report](https://www.sec.gov/Archives/edgar/data/38777/0000038777-94-000129.txt)] | | |

| 3.5 | | | | | | [Certificate of Amendment of Certificate of Incorporation of Registrant, as filed February 4, 2005, incorporated by reference to Exhibit (3)(i)(e) to our Quarterly Report on Form 10-Q for the period ended December 31, 2004 (File No. [removed: 001-09318)](http://www.sec.gov/Archives/edgar/data/38777/000003877705000060/exhibit3ie.txt)] [added: 001-09318)](https://www.sec.gov/Archives/edgar/data/38777/000003877705000060/exhibit3ie.txt)] | | |

| 4.1 | | | | | | [Indenture, dated as of May 19, 1994, between Registrant and The Bank of New York Mellon Trust Company, N.A. (as successor to Chemical Bank), as trustee, incorporated by reference to Exhibit 4 to our Registration Statement on Form S-3 filed on April 14, 1994 (File No. [removed: 033-53147)](http://www.sec.gov/Archives/edgar/data/38777/0000909518-94-000072.txt)] [added: 033-53147)](https://www.sec.gov/Archives/edgar/data/38777/0000909518-94-000072.txt)] | | |

| 4.2 | | | | | | [First Supplemental Indenture, dated October 9, 1996, between Registrant and The Bank of New York Mellon Trust Company, N.A. (as successor to The Chase Manhattan Bank), as trustee, incorporated by reference to Exhibit 4.2 to our Registration Statement on Form S-3 filed on October 4, 1996 (File No. [removed: 333-12101)](http://www.sec.gov/Archives/edgar/data/38777/0000909518-96-000334.txt)] [added: 333-12101)](https://www.sec.gov/Archives/edgar/data/38777/0000909518-96-000334.txt)] | | |

| 4.3 | | | | | | [Second Supplemental Indenture, dated May 20, 2010, between Registrant and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.1 to our Current Report on Form 8‑K filed on May 20, 2010 (File No. [removed: 001-09318)](http://www.sec.gov/Archives/edgar/data/38777/000119312510125076/dex41.htm)] [added: 001-09318)](https://www.sec.gov/Archives/edgar/data/38777/000119312510125076/dex41.htm)] | | |

| 4.4 | | | | | | [Fourth Supplemental Indenture, dated March 30, 2015 (inclusive of the form of note of Registrant’s 2.850% Notes due 2025), between Registrant and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.1 to our Current Report on Form 8‑K filed on March 30, 2015 (File No. [removed: 001-09318)](http://www.sec.gov/Archives/edgar/data/38777/000119312515110928/d899710dex41.htm)] [added: 001-09318)](https://www.sec.gov/Archives/edgar/data/38777/000119312515110928/d899710dex41.htm)] | | |

| 4.5 | | | | | | [Indenture, dated as of October 6, 2020, between Registrant and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.3 to our Registration Statement on Form S-3ASR filed on October 6, 2020 (File No. [removed: 033-249350)](http://www.sec.gov/Archives/edgar/data/38777/000003877720000174/exhibit43formofindenture.htm)] [added: 033-249350)](https://www.sec.gov/Archives/edgar/data/38777/000003877720000174/exhibit43formofindenture.htm)] | | |

| 4.6 | | | | | | [Officer’s Certificate, dated October 19, 2020 (inclusive of the form of note of Registrant’s 1.600% Notes due 2030), incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed on October 19, 2020 (File No. [removed: 011-09318)](http://www.sec.gov/Archives/edgar/data/38777/000119312520272049/d113058dex42.htm)] [added: 011-09318)](https://www.sec.gov/Archives/edgar/data/38777/000119312520272049/d113058dex42.htm)] | | |

| 4.7 | | | | | | [Base Indenture, dated as of January 22, 2014, for Senior Notes between Legg Mason, Inc. and The Bank of New York Mellon, as trustee, incorporated by reference to Exhibit 4.1 to Legg Mason’s Registration Statement on Form S-3ASR filed on February 19, 2016 (File No. [removed: 333-209616)](http://www.sec.gov/Archives/edgar/data/704051/000119312516470125/d147062dex41.htm)] [added: 333-209616)](https://www.sec.gov/Archives/edgar/data/704051/000119312516470125/d147062dex41.htm)] | | |

| 4.8 | | | | | | [First Supplemental Indenture, dated as of January 22, 2014 (inclusive of the form of note of Legg Mason’s 5.625% Senior Notes due 2044), between Legg Mason, Inc. and The Bank of New York Mellon, as trustee, incorporated by reference to Exhibit 4.2 to Legg Mason’s Current Report on Form 8-K filed on January 22, 2014 (File No. [removed: 001-08529)](http://www.sec.gov/Archives/edgar/data/704051/000119312514017402/d660517dex42.htm)] [added: 001-08529)](https://www.sec.gov/Archives/edgar/data/704051/000119312514017402/d660517dex42.htm)] | | |

| 4.9 | | | | | | [Second Supplemental Indenture, dated as of June 26, 2014, between Legg Mason, Inc. and The Bank of New York Mellon, as trustee, incorporated by reference to Exhibit 4.1 to Legg Mason’s Current Report on Form 8-K filed on June 26, 2014 (File No. [removed: 001-08529)](http://www.sec.gov/Archives/edgar/data/704051/000119312514251362/d746864dex41.htm)] [added: 001-08529)](https://www.sec.gov/Archives/edgar/data/704051/000119312514251362/d746864dex41.htm)] | | |

| 4.10 | | | | | | [removed: [Third] [added: [Fourth] Supplemental Indenture, dated as of [removed: June 26, 2014] [added: March 22, 2016] (inclusive of the form of note of Legg Mason’s [removed: 3.950%] [added: 4.750%] Senior Notes due [removed: 2024),] [added: 2026),] between Legg Mason, Inc. and The Bank [removed: of] New York Mellon, as trustee, incorporated by reference to Exhibit 4.2 to Legg Mason’s Current Report on Form 8-K filed on [removed: June 26, 2014] [added: March 22, 2016] (File No. [removed: 001-08529)](http://www.sec.gov/Archives/edgar/data/704051/000119312514251362/d746864dex42.htm)] [added: 001-08529)](https://www.sec.gov/Archives/edgar/data/704051/000119312516512754/d128515dex42.htm)] | | |

| [removed: 4.12] [added: 4.11] | | | | | | [Registrant Parent Guarantee dated August 2, 2021, incorporated by reference to Exhibit 4.1 to our Quarterly Report on Form 10-Q for the period ended June 30, 2021 (File No. 001-09318)](https://www.sec.gov/Archives/edgar/data/38777/000003877721000137/exhibit41parentguarantee.htm) | | |

| [removed: 4.13] [added: 4.12] | | | | | | [Officer’s Certificate, dated August 12, 2021 (inclusive of the form of additional note of Registrant’s 1.600% Notes due 2030 and form of note of Registrant’s 2.950% Notes due 2051), incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed on August 12, 2021 (File No. 011-09318)](https://www.sec.gov/Archives/edgar/data/38777/000119312521244829/d215747dex43.htm) | | |

| [removed: 4.14] [added: 4.13] | | | | | | [Description of Registrant’s Securities, incorporated by reference to Exhibit 4.16 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2020 (File No. 001-09318)](https://www.sec.gov/Archives/edgar/data/38777/000003877720000203/exhibit41693020.htm) | | |

| 10.1 | | | | | | [Credit Agreement, dated as [removed: 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)[,] [added: of July 25, 2023,] 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/38777/000003877723000109/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] [added: on July 28, 2023 (File] No. 001-09318)](https://www.sec.gov/Archives/edgar/data/38777/000003877723000109/exhibit101revolvingcredi.htm) | | |

| 10.2 | | | | | | [Non-Employee Director [removed: Compens](https://www.sec.gov/Archives/edgar/data/38777/000003877723000169/exhibit10293023.htm)[ation] [added: Compensation] as of [removed: October 18, 2023] [added: October](https://www.sec.gov/Archives/edgar/data/38777/000003877724000206/exhibit10293024.htm) [21](https://www.sec.gov/Archives/edgar/data/38777/000003877724000206/exhibit10293024.htm)[, 202](https://www.sec.gov/Archives/edgar/data/38777/000003877724000206/exhibit10293024.htm)[4] (filed [removed: 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)] [added: her](https://www.sec.gov/Archives/edgar/data/38777/000003877724000206/exhibit10293024.htm)[e](https://www.sec.gov/Archives/edgar/data/38777/000003877724000206/exhibit10293024.htm)[with)*](https://www.sec.gov/Archives/edgar/data/38777/000003877724000206/exhibit10293024.htm)] | | |

| 10.3 | | | | | | [Representative Form of Amended and Restated Indemnification Agreement with directors of Registrant, incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q for the period ended March 31, 2006 (File No. [removed: 001-09318)*](http://www.sec.gov/Archives/edgar/data/38777/000119312506106160/dex105.htm)] [added: 001-09318)*](https://www.sec.gov/Archives/edgar/data/38777/000119312506106160/dex105.htm)] | | |

| 10.6 | | | | | | [2002 Universal Stock Incentive Plan (as amended and restated effective February [removed: 9, 2021),] [added: 6, 2024),] incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on February [removed: 10, 2021] [added: 8, 2024] (File No. [removed: 001-09318)*](https://www.sec.gov/Archives/edgar/data/38777/000003877721000074/exhibit10121021.htm)] [added: 001-09318)*](https://www.sec.gov/Archives/edgar/data/38777/000003877724000027/exhibit101final-usipxpla.htm)] | | |

| 10.7 | | | | | | [Amended and Restated Annual Incentive Compensation Plan (as amended and restated effective December 10, 2019), incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the period ended December 31, 2019 (File No. [removed: 001-09318)*](http://www.sec.gov/Archives/edgar/data/38777/000003877720000011/exhibit101q1fy20.htm)] [added: 001-09318)*](https://www.sec.gov/Archives/edgar/data/38777/000003877720000011/exhibit101q1fy20.htm)] | | |

| 10.8 | | | | | | [Amended and Restated 2017 Equity Incentive Plan, incorporated by reference to Exhibit 99.1 to our Registration Statement on Form S-8 filed on October 6, 2020 (File No. [removed: 333-249336)*](http://www.sec.gov/Archives/edgar/data/38777/000003877720000169/exhibit991.htm)] [added: 333-249336)*](https://www.sec.gov/Archives/edgar/data/38777/000003877720000169/exhibit991.htm)] | | |

| 10.9 | | | | | | [2023 Restricted Fund Unit Plan (effective October 18, [removed: 2023) (filed herewith)*](https://www.sec.gov/Archives/edgar/data/38777/000003877723000169/exhibit10993023.htm)] [added: 2023)](https://www.sec.gov/Archives/edgar/data/38777/000003877723000169/exhibit10993023.htm)[, incorporated by reference to Exhibit 10.9 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 (File No. 001-09318)*](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, [removed: 2023) (filed herewith)*](https://www.sec.gov/Archives/edgar/data/38777/000003877723000169/exhibit101093023.htm)] [added: 2023)](https://www.sec.gov/Archives/edgar/data/38777/000003877723000169/exhibit101093023.htm)[, incorporated by reference to Exhibit 10.10 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 (File No. 001-09318)*](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, [removed: 2023) (filed herewith)*](https://www.sec.gov/Archives/edgar/data/38777/000003877723000169/exhibit101193023.htm)] [added: 2023), incorporated by reference to Exhibit 10.11 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 (File No. 001-09318)*](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, [removed: 2023) (filed herewith)*](https://www.sec.gov/Archives/edgar/data/38777/000003877723000169/exhibit101293023.htm)] [added: 2023)](https://www.sec.gov/Archives/edgar/data/38777/000003877723000169/exhibit101293023.htm)[, incorporated by reference to Exhibit 10.12 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 (File No. 001-09318)*](https://www.sec.gov/Archives/edgar/data/38777/000003877723000169/exhibit101293023.htm)] | | |

| [removed: 10.13] [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 time-based awards to executive officers of [removed: Registrant (filed herewith)*](https://www.sec.gov/Archives/edgar/data/38777/000003877723000169/exhibit101393023.htm)] [added: Registrant, incorporated by reference to Exhibit 10.13 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 (File No. 001-09318)*](https://www.sec.gov/Archives/edgar/data/38777/000003877723000169/exhibit101393023.htm)] | | |

| [removed: 10.14] [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 performance-based awards to executive officers of [removed: Registrant (filed herewith)*](https://www.sec.gov/Archives/edgar/data/38777/000003877723000169/exhibit101493023.htm)] [added: Registrant, incorporated by reference to Exhibit 10.14 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 (File No. 001-09318)*](https://www.sec.gov/Archives/edgar/data/38777/000003877723000169/exhibit101493023.htm)] | | |

| [removed: 10.15] [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 time-based awards to executive officers of Registrant, incorporated by reference to Exhibit 10.12 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2022 (File No. 001-09318)*](https://www.sec.gov/Archives/edgar/data/38777/000003877722000198/exhibit101293022.htm) | | |

| [removed: 10.16] [added: 10.15] | | | | | | [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, incorporated by reference to Exhibit 10.13 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2022 (File No. 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/38777/000003877723000169/exhibit2193023.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/38777/000003877724000206/exhibit2193024.htm)] | | |

| 23 | | | | | | [Consent of Independent Registered Public Accounting Firm (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/38777/000003877723000169/exhibit2393023.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/38777/000003877724000206/exhibit2393024.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/38777/000003877723000169/exhibit31193023.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/38777/000003877724000206/exhibit31193024.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/38777/000003877723000169/exhibit31293023.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/38777/000003877724000206/exhibit31293024.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/38777/000003877723000169/exhibit32193023.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/38777/000003877724000206/exhibit32193024.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/38777/000003877723000169/exhibit32293023.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/38777/000003877724000206/exhibit32293024.htm)] | | |

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

| 101 | | | | | | The following materials from Registrant’s Annual Report on Form 10‑K for the fiscal year ended September 30, [removed: 2023,] [added: 2024,] 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) | | |

| 10.13 | | | | | | [Representative Form of Restrictive Covenants to Award Agreement for certain awards to executive officers of Registrant (filed herewith)*](https://www.sec.gov/Archives/edgar/data/38777/000003877724000206/exhibit101393024.htm) | | |

| 10.18 | | | | | | [Code of Ethics and Business Conduct dated as of October 21, 2024 (filed herewith)](https://www.sec.gov/Archives/edgar/data/38777/000003877724000206/exhibit101893024.htm) | | |

| 10.19 | | | | | | [Trading Blackout Policy dated as of December 11, 2012 (filed herewith)](https://www.sec.gov/Archives/edgar/data/38777/000003877724000206/exhibit101993024.htm) | | |

| Date: | | | November 12, 2024 | | | By: | | | /s/ Lindsey H. Oshita | | |

| Date: | | | November 12, 2024 | | | By: | | | /s/ Matthew Nicholls | | |

| Date: | | | November 12, 2024 | | | By: | | | /s/ Lindsey H. Oshita | | |

| | | | | | | | | | Lindsey H. Oshita, Chief Accounting Officer (Principal Accounting Officer) | | |

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

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

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

| 4.11 | | | | | | [Fourth Supplemental Indenture, dated as of March 22, 2016 (inclusive of the form of note of Legg Mason’s 4.750% Senior Notes due 2026), between Legg Mason, Inc. and The Bank New York Mellon, as trustee, incorporated by reference to Exhibit 4.2 to Legg Mason’s Current Report on Form 8-K filed on March 22, 2016 (File No. 001-08529)](http://www.sec.gov/Archives/edgar/data/704051/000119312516512754/d128515dex42.htm) | | |

| 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 time-based awards to executive officers of Registrant, incorporated by reference to Exhibit 10.15 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2021 (File No. 001-09318)*](https://www.sec.gov/Archives/edgar/data/38777/000003877721000205/exhibit101593021.htm) | | |

| 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 performance-based awards to executive officers of Registrant, incorporated by reference to Exhibit 10.16 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2021 (File No. 001-09318)*](https://www.sec.gov/Archives/edgar/data/38777/000003877721000205/exhibit101693021.htm) | | |

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

| | | | | | | | | | Gwen L. Shaneyfelt, Chief Accounting Officer | | |