FinanceLooker

Excrept from filing document 2024-09-30

The aggregate market value of the voting common equity common stock held by non affiliates of the registrant as of March 31 2024 the last business day of registrant s second quarter of fiscal year 2024 was 8 7 billion based upon the last sale price reported for such date on the New York Stock Exchange
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 2024 are incorporated by reference into Part III of this report
This Annual Report on Form 10 K Annual Report and the documents incorporated by reference herein may include forward looking statements that reflect our current views with respect to future events and financial performance Such statements are provided under the safe harbor protection of the Private Securities Litigation Reform Act of 1995 Forward looking statements include all statements that do not relate solely to historical or current facts and generally can be identified by words or phrases written in the future tense and or preceded by words such as anticipate believe could depends estimate expect intend likely may plan potential seek should will would or other similar words or variations thereof or the negative thereof but these terms are not the exclusive means of identifying such statements
Forward looking statements involve a number of known and unknown risks uncertainties and other important factors that may cause actual results and outcomes to differ materially from any future results or outcomes expressed or implied by such forward looking statements The forward looking statements contained in this Annual Report or that are incorporated by reference herein are qualified in their entirety by reference to the risks and uncertainties disclosed in this Annual Report including those discussed under the headings Risk Factors Management
While forward looking statements are our best prediction at the time that they are made you should not rely on them and are cautioned against doing so Forward looking statements are based on our current expectations and assumptions regarding our business the economy and other possible future conditions Because forward looking statements relate to the future they are subject to inherent uncertainties risks and changes in circumstances that are difficult to predict They are neither statements of historical fact nor guarantees or assurances of future performance Factors or events that could cause our actual results to differ may emerge from time to time and it is not possible for us to predict all of them
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
If a circumstance occurs after the date of this Annual Report that causes any of our forward looking statements to be inaccurate whether as a result of new information future developments or otherwise we undertake no obligation to announce publicly the change to our expectations or to make any revision to our forward looking statements to reflect any change in assumptions beliefs or expectations or any change in events conditions or circumstances upon which any forward looking statement is based unless required by law
Franklin Resources Inc Franklin is a holding company with subsidiaries operating under our Franklin Templeton and or subsidiary brand names Franklin s common stock is traded on the New York Stock Exchange the NYSE under the ticker symbol BEN and is included in the Standard Poor s 500 Index In this Annual Report Franklin and its subsidiaries are collectively referred to as the Company and words such as we us our and similar terms refer to the Company We have one operating segment investment management and related services
We are a global investment management organization with over 1 6 trillion in assets under management AUM as of September 30 2024 Our mission is to help clients achieve better outcomes through investment management expertise wealth management and technology solutions Through our specialist investment managers we offer specialization on a global scale bringing extensive capabilities in equity fixed income alternatives and multi asset solutions For over 75 years we have been committed to providing clients with exceptional investment management services and have developed a globally diversified business including through strategic acquisitions
We provide our investment management and related services to retail institutional and high net worth investors in jurisdictions worldwide We deliver our investment capabilities through a variety of products and vehicles and multiple points of access including directly to investors and through financial intermediaries Our investment products include our sponsored funds as well as institutional and high net worth separate accounts retail separately managed account programs sub advised products and other investment vehicles Our funds include registered funds including exchange traded funds or ETFs and unregistered funds Related services include fund administration sales and distribution and shareholder servicing We may perform services directly or through third parties We also provide sub advisory services to certain investment products sponsored by other companies that may be sold to investors under the brand names of those other companies or on a co branded basis
We offer our clients the combined experience of our investment professionals with expertise across asset classes and a sharp focus on managing risk We are committed to delivering strong investment performance for our clients and to offering a broad range of strategies and drawing on our diverse experiences and perspectives gained through our long history in the investment management business We know that success demands smart and effective business innovation solutions and technologies and we remain focused on investment excellence innovating to meet evolving client goals and building strong partnerships by delivering superior client service We continue to focus on the long term investment performance of our investment products and on providing high quality service to our clients
The global business and regulatory environments in which we operate remain complex uncertain and subject to change We are subject to various laws rules and regulations globally that impose restrictions limitations registration reporting and disclosure requirements on our business and add complexity to our global compliance operations Incorporated herein by reference is certain financial information about our segment and geographic areas contained in Note 19 Segment and Geographic Information in the notes to consolidated financial statements in Item 8 of Part II of this Annual Report
Since 1947 the Company and its predecessors have been engaged in the investment management and related services business Franklin was incorporated in the State of Delaware in November 1969 and originated our mutual fund business with the initial Franklin family of funds known for its fixed income funds and growth and value oriented equity funds Over the years we have expanded and developed our business to meet evolving investor needs in part by acquiring companies engaged in investment management and related services 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 xi the Alcentra alternative credit investment firm in November 2022 and xii the Putnam global investment firm in January 2024
Through our subsidiaries we are committed to helping investors navigate global markets as well as continuing to evolve and build on our strengths to meet the needs of our clients We generally derive our revenues and income from providing investment management and related services to our products and the products we sub advise Our investment management fees which represent a majority of our revenues depend to a large extent on the level and relative mix of our AUM and the types of services provided which are subject to change
Our business is conducted through our subsidiaries including our specialist investment managers 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 Commonwealth of The Bahamas Hong Kong Ireland India Japan Luxembourg Malaysia Mexico Saudi Arabia Singapore Switzerland South Korea the United Arab Emirates and the United Kingdom U K
We offer a broad product mix under our equity fixed income alternative multi asset and cash management asset classes Our equity capabilities include value deep value core value blend growth and growth at a reasonable price convertibles sector Shariah smart beta and thematic investments Our fixed income capabilities include government municipals corporate credit bank loans securitized multi sector and other investments Our alternative capabilities include private debt hedge funds private equity real estate and infrastructure investments Our multi asset capabilities include income real return balanced hybrid total return target date risk absolute return tactical asset allocation and managed volatility investments
We believe despite market risks that we have a competitive advantage as a result of the economic and geographic diversity of our products available to our clients Our U S funds include U S mutual funds closed end funds ETFs private funds sub advised funds and other products Our non U S funds include a variety of cross border funds principally domiciled in Luxembourg or Ireland registered for sale to non U S investors in certain other countries and international locally domiciled funds and products for the particular local market Our institutional separate account services are provided to various institutions globally for which we serve as an investment adviser Our retail separately managed accounts commonly known as managed accounts or wrap programs are sponsored by various financial institutions We also offer and serve as investment adviser to various other products
Our fees for providing investment management services are generally based on a percentage of AUM in the accounts that we advise and vary based on the asset classes of the accounts the types of services that we provide and the market for those services
See Assets under Management under Item 7 Management s Discussion and Analysis of Financial Condition and Results of Operations of Part II of this Annual Report for additional information about our AUM Broadly speaking other than AUM changes due to acquisitions changes in our AUM depend primarily upon two factors i the increase or decrease in the market value of the securities and instruments held in the portfolio of investments and ii the level and direction of net flows Changing market conditions reputational harm and the evolving needs of our clients may cause asset volatility and a shift in our asset mix which may result in an increase or decrease in our revenues and income
Our specialist investment managers offer diverse perspectives and specialized expertise across asset classes and strategies Across our business our specialist investment managers generally focus on a portion of the asset management industry in terms of the types of assets managed and each may differ in the types of products and services offered the investment styles utilized and the types and geographic locations of its clients Each typically markets its products and services under its own brand name with certain distribution functions provided by our corporate distribution subsidiaries where applicable We have in place revenue sharing arrangements with certain of our specialist investment managers
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 Fixed Income Franklin Templeton Investment Solutions Lexington Partners Martin Currie O Shaughnessy Asset Management Putnam Investments Royce Investment Partners Templeton Global Investments Templeton Global Macro and Western Asset Management
Through our specialist investment managers our investment products are offered globally to retail institutional and high net worth clients which may include among others individual investors institutional investors sovereign wealth funds defined benefit and contribution plans endowments and charitable foundations healthcare systems and insurance companies Our investment products include mutual funds closed end funds 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 other investor preferences which may include sustainable investing and other environmental social and governance ESG preferences
We are committed to partnering closely with our clients to understand their challenges and aspirations and drawing on our investment capabilities and resources to offer and or design the right investment solutions for them We distribute and market globally our different capabilities under our brand names through various subsidiaries and multiple points of access including directly to investors and through financial intermediaries We primarily engage new institutional business through our relationships with pension defined contribution and management consultants direct sales efforts and additional mandates from our existing client relationships as well as from our responses to requests for proposals We also market and distribute our products through various subsidiaries to institutional investors with separate accounts Our services also include management of our ETF platforms
Our specialist investment managers provide investment management services pursuant to agreements with each of our investment products and or clients including products for which we provide sub advisory services Our 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 management fees vary with the types of services that we provide and fees may at times be waived or voluntarily reduced by the parties among other things
Our specialist investment managers manage a fund s portfolio of securities in accordance with the fund s stated objectives To support the funds operations our subsidiaries either provide or arrange for the investment and other management shareholder servicing and administrative services required by the funds We outsource various administration technology transfer agency and other services for our funds to third party providers An investor may purchase shares of a mutual fund directly from us or through a broker dealer financial adviser bank or other similar financial intermediary that provides investment advice to the investor or an investor may purchase shares of a closed end fund or ETF on the stock exchange where the fund is traded Financial intermediaries may earn fees and commissions and receive other compensation with respect to fund shares sold to investors
The applicable board of directors or trustees of our funds and our management personnel periodically review the investment management fee structures for the funds in light of fund performance the level and range of services provided industry conditions and other relevant factors For our U S mutual funds most of our investment management agreements between our subsidiaries and funds must be renewed each year and must be approved annually by a vote of each fund s board of directors or trustees as a whole and separately by a majority of the independent fund directors or trustees under the Investment Company Act of 1940 the Investment Company Act or by a vote of the holders of a majority of the fund s outstanding voting securities and such agreements generally may be terminated by either party without penalty after prior written notice Our non U S mutual funds private funds institutional and high net worth separate accounts and the products for which we provide sub advisory services are typically subject to various termination rights and or renewal provisions which often provide for termination upon relatively short notice with little or no penalty
Certain of our specialist investment managers provide investment management services to retail separately managed account programs sponsored by various financial institutions 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
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
Certain of our specialist investment managers manage alternative products and investment strategies which provide our clients with alternatives to traditional equity and fixed income products and services Our alternative products include private credit funds and structured products business development companies hedge funds such as funds of funds and custom advisory solutions private equity funds secondary funds venture capital funds and real estate funds These products employ various investment strategies and approaches including loan origination collateralized loan obligations high yield credit hedge fund advisory private equity and infrastructure transactions in emerging markets global macro consumer loans direct real estate investments and custom tailored investment programs
Through our Fiduciary Trust International related subsidiaries we provide investment management and related services to among others high net worth individuals and families family offices foundations and institutional clients Fiduciary Trust International offers investment management and advisory services across different investment styles and asset classes The majority of these client assets are actively managed by individual portfolio managers while a significant number of clients also seek multi manager multi asset class solutions We also may provide separately managed accounts private funds and trust custody and related services including administration performance measurement estate planning and tax planning
Our global 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 collaborate to meet the needs of our advisors clients and investors There are many sales channels across each region which may include retail institutional private wealth retirement insurance and other specialty sales Our global footprint and breadth of investment capabilities provide the opportunity for us to work with global financial institutions to add value through and beyond investing including by providing thought leadership and building business relationships and global economic partnerships
In addition certain of our specialist investment managers have their own sales and marketing teams that distribute their products and services primarily to institutional investors both directly and through consultants Consultants play a large role in institutional investment management by helping clients select and retain investment managers Institutional investment management clients and their consultants tend to be highly sophisticated and investment performance driven
Our sales and distribution capabilities and related efforts are critical components of our business and may be impacted by global distribution trends and changes within the financial services industry In the U S our distribution subsidiaries generally serve as the principal underwriters and distributors of shares of most of our mutual funds Outside the U S certain of our non U S subsidiaries provide sales distribution and marketing services to our non U S mutual funds Some of our non U S mutual funds particularly our Luxembourg and Irish domiciled funds are distributed globally on a cross border basis while others are distributed exclusively in local markets
We earn sales and distribution fees primarily by distributing our mutual funds pursuant to distribution agreements with the funds Under our distribution agreements with our U S mutual funds we offer and sell the fund shares on a continuous basis and pay certain costs associated with selling marketing and distributing the fund shares including the costs of developing and producing sales literature shareholder reports and prospectuses Our sales and distribution fees primarily consist of upfront sales commissions and ongoing distribution fees which generally will change with the overall level of gross sales the size of individual transactions and the relative mix of sales between different asset classes and types of investors
The majority of our U S mutual funds with the exception of certain money market funds and certain other funds specifically designed for purchase through separately managed account programs have adopted distribution plans under Rule 12b 1 the Rule 12b 1 Plans promulgated under the Investment Company Act The Rule 12b 1 Plans permit the funds to pay us for marketing marketing support advertising printing and sales promotion services relating to the distribution of their shares subject to the Rule 12b 1 Plans limitations on amounts based on daily average AUM Similar arrangements exist for the distribution of non U S mutual funds The Rule 12b 1 Plans are established for one year terms and must be approved annually by a vote of each fund s board of directors or trustees as a whole and separately by a majority of the independent fund directors or trustees under the Investment Company Act and such plans are subject to termination at any time by a majority vote of the independent fund directors or trustees or by the fund s shareholders
We pay the sales and distribution fees earned as revenues to the financial advisers and other intermediaries that sell our funds on our behalf The distribution agreements with our U S mutual funds generally provide for us to pay commission expenses for sales of fund shares to qualifying broker dealers and other independent financial intermediaries These financial intermediaries receive various sales commissions and other fees for services in matching investors with funds whose asset classes match such investors goals and risk profiles The intermediaries also may receive fees for their assistance in explaining the operations of the funds and for reporting and various other distribution services Other compensation may be offered to the extent not prohibited by federal or state laws or any self regulatory agency such as the Financial Industry Regulatory Authority FINRA applicable to our business We are heavily dependent upon these third party distribution and sales channels and business relationships There is increasing competition for access to these channels which has caused our distribution costs to rise and could cause further increases in the future as competition continues and service expectations increase
Similar arrangements exist with the distribution of our non U S mutual funds where generally our subsidiary that distributes the funds receives maintenance fees from the funds and pays certain fees to financial advisers banks and other intermediaries
We perform our shareholder servicing services directly or through third parties Substantially all shareholder servicing fees are earned from our funds for providing transfer agency services which include providing shareholder statements transaction processing client service and tax reporting Shareholder servicing fees are primarily determined based on a contractual margin or a percentage of AUM and either the number of transactions in shareholder accounts or the number of shareholder accounts We outsource various transfer agency and other services for our funds to third party providers who serve as a sub agent or delegate depending on the jurisdiction Our fees and expenses are routinely benchmarked against applicable industry standards
The financial services industry is a highly competitive global industry Competition is based on various factors including among others business reputation investment performance product mix and offerings service quality and innovation distribution relationships and fees charged We face strong competition from numerous investment management companies securities brokerage and investment banking firms insurance companies banks hedge fund firms and other financial 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 We offer a broad product mix that meets a variety of investment goals and needs for different investors and we may periodically introduce new products to provide investors with additional investment options
We primarily derive our fund sales through third party broker dealers banks investment advisers and other financial intermediaries Because we rely on third party distribution and sales channels to sell our products we do not control the ultimate investment recommendations given by them to clients Such financial intermediaries may recommend competing products
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 equity fixed income alternative and multi asset asset mix coupled with our global presence will serve our competitive needs well over the long term We continue to focus on the long term performance of our investment products service to clients and extensive marketing activities through our strong broker dealer and other financial institution distribution network as well as with high net worth and institutional clients
The establishment of new investment management firms and continuous development of investment products increases the competition that we face Many of our competitors have long standing and established relationships with broker dealers investment advisers and their clients and some have affiliated brokerage businesses Others have focused on offer and market specific product lines that provide strong competition to certain of our asset classes In addition consolidation in the financial services industry has created stronger competitors some with greater financial resources and broader distribution channels than our own
We are subject to extensive regulation Virtually all aspects of our business are subject to various U S federal and state and or international regulation and supervision Our regulators have broad authority with respect to the regulation of investment management and other financial services including among other things the authority to grant or cancel required licenses or registrations impose net capital and other financial or operational requirements on us and other enforcement powers described below The regulations to which we are subject continue to change and evolve over time Consequently there is uncertainty associated with the regulatory environments in which we operate The rules and regulations applicable to investment management organizations are very detailed and technical Accordingly the discussion below is general in nature and does not purport to be complete
With our global operations certain of our subsidiaries are registered with or licensed by various U S and or non U S regulators and our funds are subject to various U S and or non U S laws In particular we are subject to various securities compliance corporate governance disclosure privacy anti bribery and anti corruption anti money laundering anti terrorist financing and economic trade and sanctions laws and regulations both domestically and internationally as well as to various cross border rules and regulations such as the anti bribery and anti corruption rules under the Foreign Corrupt Practices Act of 1977 FCPA and the data protection rules under the General Data Protection Regulation GDPR of the European Union EU We are subject to sanctions programs administered by the Office of Foreign Assets Control of the U S Department of Treasury USDT as well as sanctions programs adopted and administered by non U S jurisdictions where our services and products are offered Our subsidiaries with custody of client assets or accounts are also subject to the applicable laws and regulations of U S states and non U S jurisdictions regarding the reporting and escheatment of unclaimed or abandoned property and applicable banking trust company and or fiduciary related regulations We also must comply with complex and changing tax regimes in the jurisdictions where we operate our business
Failure to comply with applicable U S and non U S laws regulations rules codes notices directives guidelines orders circulars and or conditions in the various jurisdictions where we operate could result in a wide range of disciplinary actions against us our subsidiaries and or our business Breaches of applicable laws and rules could result in regulatory enforcement civil liability criminal liability and or the imposition of a range of sanctions or orders against us including as applicable monetary damages injunctions disgorgements fines penalties cease and desist orders censures reprimands and the revocation cancellation suspension or restriction of licenses registration status or approvals held by us or our business in a jurisdiction or market In addition a public regulatory issue can have a negative impact on our reputation and as a result have indirect impacts on our business or growth
As a U S reporting company we are subject to U S federal securities laws state securities and corporate laws state escheatment laws and regulations and the rules and regulations of certain U S regulatory and self regulatory organizations such as the SEC and the NYSE In particular we are subject to various securities compliance corporate governance and disclosure rules adopted by the SEC We are also subject to various other U S federal and state laws including those affecting corporate governance and disclosure such as the Securities Act of 1933 the Securities Exchange Act of 1934 Exchange Act the Dodd Frank Wall Street Reform and Consumer Protection Act of 2010 the Sarbanes Oxley Act of 2002 and the USA PATRIOT Act of 2001 As a NYSE listed company we are also subject to NYSE listing and disclosure requirements
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 Labor DOL and the USDT Our non U S operations also may be subject to regulation by U S regulators including the SEC the CFTC and the DOJ for example with respect to the FCPA
Certain of our subsidiaries are registered with the SEC under the Advisers Act and or with the CFTC and many of our funds are registered with the SEC under the Investment Company Act These registrations licenses and authorizations impose numerous obligations as well as detailed operational requirements on such subsidiaries and funds The Advisers Act imposes numerous obligations on our registered investment adviser subsidiaries including record keeping operating and marketing requirements disclosure obligations and prohibitions against fraudulent activities The Investment Company Act similarly imposes extensive obligations on the registered investment companies advised by our subsidiaries
Over the years the U S federal corporate governance and securities laws have been augmented substantially and made significantly more complex by various legislation As we continue to address our legal and regulatory requirements or focus on meeting new or expanded requirements we may need to expend a substantial amount of additional time costs and resources Regulatory reforms may continue to add further complexity to our business and operations and could require us to alter our investment management services and related activities which could be costly impede our growth and adversely impact our AUM revenues and income Such reforms could significantly increase our reporting disclosure and compliance obligations Certain key regulatory reforms in the U S that impact or relate to our business and may cause or continue to cause us to incur additional obligations include
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
The amendments require ongoing evaluation and analysis of 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 and legal scrutiny across jurisdictions In the U S the SEC adopted but subsequently stayed implementation of climate disclosure rules to require public issuers to include enhanced disclosure and financial metrics regarding corporate climate related information in their periodic reports and registration statements and these rules remain subject to applicable legal challenges In addition state laws and regulations regarding these topics continue to evolve and impose further requirements For example in October 2023 California enacted a new climate accountability package pursuant to its Climate Corporate Data Accountability Act that requires annual disclosure of certain greenhouse gas emissions and Climate Related Financial Risk Act that requires 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 Also the SEC has increased its focus on disclosure and compliance related to ESG strategies of investment advisers and funds Globally the International Sustainability Standards Board and applicable sustainability disclosure standards impact how national regulators and governance bodies approach these and related topics
There continues to be an increased regulatory and enforcement focus with respect to the protection of individuals privacy and personal data around the world and the ongoing need to secure and ensure only appropriate collection and use of sensitive customer personnel and others personal data A majority of the jurisdictions where we operate are covered or we expect will be covered by stringent privacy and data protection laws and regulations
As the regulatory focus on privacy continues to intensify and laws and regulations concerning the management of personal data continue to expand risks related to the handling of privacy obligations and personal data collection across our business will increase For example in addition to international data protection and privacy laws and regulations like the EU s GDPR we are and expect to continue to be subject to and affected by existing new and evolving country federal and state laws regulations and guidance around the world impacting consumer and personnel privacy including the California Consumer Privacy Act as amended by the California Privacy Rights Act and various other U S state consumer privacy laws that provide for enhanced consumer protections for their residents and impose requirements for the handling disclosure and deletion of personal information of their residents
The mandate of the Financial Stability Oversight Council FSOC is to identify and respond to threats to U S financial stability Similarly the U S and other members of the G 20 group of nations have empowered the Financial Stability Board FSB to identify and respond in a coordinated manner to threats to global financial stability The FSOC may designate certain non bank financial companies as systemically important financial institutions SIFIs which are subject to supervision and regulation by the Board of Governors of the Federal Reserve System The FSB may designate certain non bank financial companies as global systemically important financial institutions G SIFIs To the extent that we or any of our funds are designated as a SIFI or G SIFI such designations would add additional supervision review monitoring and or regulation resulting in increased scrutiny and oversight that could impact our business
Regulators continue to review practices and regulations relating to the use of futures swaps and other derivatives which could result in further restrictions and limitations on the use of such products In October 2020 the SEC adopted new rules governing the use of derivatives by certain registered investment companies including certain mutual funds designed to address investor protection concerns which became effective in August 2022 Key aspects of the new framework include among other things value at risk limits on a fund entering into derivatives transactions required risk management program and further fund board oversight reporting and compliance requirements The EU and other countries have adopted and implemented or are in the process of adopting or implementing similar and additional requirements There is the risk that full mutual recognition may not be achieved between the various regulators which may cause us to incur duplicate regulation and transaction costs
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
In May 2023 the SEC adopted amendments to Form PF which is the confidential reporting form that investment advisers to private funds file to provide confidential information to the SEC and the FSOC The amendments require i current and quarterly reporting by large hedge fund advisers regarding certain events that may indicate stress at a fund or signal broader systemic risk and ii enhanced reporting by large private equity advisers to allow the FSOC to monitor systemic risk
The amendments also require large private equity fund advisers to report information on general partner and limited partner clawbacks on an annual basis as well as additional information on their strategies and borrowings as a part of their annual filing The current and quarterly event reporting requirements became effective in November 2023 and the remaining amendments became effective in May 2024
The regulatory structure governing U S money market funds was previously reformed to address perceived systemic risks of money market funds relating to fund stability and investor risks including allowing certain funds to impose liquidity fees and redemption gates under certain circumstances
In July 2023 the SEC adopted additional rule and form amendments concerning money market funds registered under the Investment Company Act intended to address problems experienced by certain money market funds in connection with the COVID 19 pandemic The new and amended rules were phased in through October 2024 and among other changes impose increased minimum liquidity requirements impose mandatory liquidity fees on institutional prime and institutional tax exempt funds under certain circumstances eliminate redemption gates and permit share cancellation measures during periods of negative
The Names Rule generally requires a fund to invest at least 80 of the value of its assets in the particular type of investments or industry suggested by the fund s name The amendments expand the applicability of the Names Rule and impacted funds may need to modify their names or alter their investment strategies to comply with the amendments potentially impacting their portfolios
Funds with names that suggest a focus on investments that have particular characteristics such as growth value or thematic terms such as ESG would be required to adopt a policy to invest at least 80 of the fund s assets in those investments and would be subject to enhanced disclosure and reporting requirements The SEC did not clearly define these terms and instead is allowing fund managers the flexibility to create their own reasonable definitions Compliance with the rules is required effective in December 2025
Our business may be directly or indirectly affected by tax legislation and regulation or the modification of existing tax laws by applicable tax and other governmental authorities The Organization for Economic Co operation and Development an intergovernmental organization has focused on addressing the tax challenges of the digitalization of the economy which may further impact multinational businesses by allocating a greater share of taxing rights to countries where consumers are located regardless of the current physical presence of a business and by implementing a global minimum tax We will continue to monitor developments regarding such matters and any significant impacts on our effective tax rate
Our operations outside the U S are subject to the laws and regulations of various non U S jurisdictions and non U S regulatory agencies and bodies Our international operations are subject to regulatory systems in various jurisdictions comparable to those covering our operations in the U S
In Luxembourg the Commission de Surveillance du Secteur Financier CSSF regulates our substantial activities in Luxembourg including our subsidiary Franklin Templeton International Services S à r l FTIS Lux FTIS Lux is licensed as a management company for both the Undertakings for Collective Investment in Transferable Securities Directive UCITS and alternative investment funds AIFs and as such it manages our Luxembourg domiciled UCITS and our EU domiciled AIFs FTIS Lux s license also covers certain investment services such as discretionary portfolio management investment advice and reception and transmission of orders in relation to financial instruments The CSSF s rules include capital resource governance and risk management requirements business conduct rules remuneration rules and oversight of systems and controls
Our international funds include two broad ranges of cross border UCITS that are domiciled in Luxembourg and Ireland as applicable and thereby subject to regulation by the CSSF and the Central Bank of Ireland Both UCITS are also registered for public sale in many countries around the world both in the EU and beyond and thus are also subject to the laws of and certain supervision by the governmental authorities of those countries
In the U K the Financial Conduct Authority the FCA regulates certain of our subsidiaries Authorization by the FCA is required to conduct any financial services related business in the U K pursuant to the Financial Services and Markets Act 2000 The FCA s rules under that act govern a firm s capital resources requirements senior management arrangements business conduct interaction with clients and systems and controls 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
In addition the EU Markets in Financial Instruments Directive as revised and expanded in 2018 MiFID II regulates the provision of investment services and conduct of investment activities throughout the European Economic Area EEA As revised MiFID II sets out detailed requirements governing the organization and business conduct of investment firms and regulated markets and includes pre and post trade transparency requirements for equity markets and extensive transaction reporting requirements It also includes an expansion of the types of instruments subject to these requirements such as bonds structured products and derivatives and changes to business conduct requirements including selling practices intermediary inducements and client categorization MiFID II also includes a ban on commission and other payments inducements to independent advisers and discretionary managers which has changed the commercial relationships between fund providers and distributors Arrangements with non independent advisers have also been affected as narrower rules around the requirement that any commission reflect an enhancement of the service to customers come into effect along with a prescriptive list of permissible non monetary benefits The interpretation of the inducements rules has also resulted in major changes to how fund managers finance investment research with many firms including ours
The European Market Infrastructure Regulation sets out rules in relation to the central clearing of specified derivatives Mutual recognition of central counterparties has been achieved between the EU regulatory authorities and other important jurisdictions including the U S In addition there are rules relating to margin requirements for uncleared over the counter derivatives Future regulatory policy reviews will decide whether these rules are extended to other types of derivative instruments which could increase operational costs for our business and transactional costs for our clients
The EU s Alternative Investment Fund Managers Directive AIFMD regulates managers of and service providers to AIFs that are domiciled and offered in the EU and that are not authorized as retail funds under UCITS The AIFMD also regulates the marketing within the EU of all AIFs including those domiciled outside the EU Compliance with the AIFMD s requirements may restrict AIF marketing and imposes compliance obligations in the form of remuneration policies capital requirements reporting requirements leverage oversight valuation stakes in EU companies the domicile duties and liability of custodians and liquidity management
The EU regulation on packaged retail investment and insurance products PRIIPs imposed new pre contractual disclosure requirements under the form of a Key Information Document KID for the benefit of retail investors when they are considering the purchase of packaged retail investment products or insurance based products
The EU s Sustainable Finance Disclosure Regulation SFDR imposes mandatory ESG disclosure obligations on asset managers and other financial markets participants SFDR requires all covered firms to disclose how financial products integrate sustainability risks in the investment process including whether they consider adverse sustainability impacts and for those products promoting sustainable objectives the provision of sustainability related information Related amendments to applicable legislation require that all covered investment managers must consider in their investment process any ESG risks which are likely to have a material impact on the value of the investment and require investment advisers to inquire as to the investor s desire for ESG focused products in their portfolio when assessing suitability The availability of such sustainability disclosures may impact the investment decisions of European investors
The EU s Corporate Sustainability Due Diligence Directive CSDD will impose due diligence obligations requiring companies to identify and to prevent or at least mitigate adverse impacts on human rights and the environment across their value chain including by their subsidiaries supply chain partners and clients Obligations would be enforced through administrative sanctions and civil liability with a defense of having exercised reasonable due diligence 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
In Australia our subsidiaries are subject to various Australian federal and state laws and are regulated by the Australian Securities and Investments Commission ASIC ASIC regulates companies financial markets and financial services in Australia ASIC imposes certain conditions on licensed financial services organizations that apply to our subsidiaries including requirements relating to capital resources operational capability and controls
In Canada our subsidiaries are subject to provincial and territorial laws and are registered with and regulated by provincial and territorial securities regulatory authorities The mandate of Canadian securities regulatory authorities is generally to protect investors to foster fair efficient and competitive capital markets to foster capital
formation and to contribute to the stability of the financial system and the reduction of systemic risk Securities regulatory authorities impose certain requirements on registrants including a standard of conduct capital and insurance record keeping regulatory financial reporting conflict of interest management compliance systems and security holder reporting In addition one of our Canadian subsidiaries is a federally licensed trust company subject to regulation and supervision by the Office of the Superintendent of Financial Institutions and another subsidiary is a member of and regulated by the Canadian Investment Regulatory Organization These regulatory bodies have similar requirements to those of the securities regulatory authorities with a view to ensuring the capital adequacy and sound business practices of the subsidiaries and the appropriate treatment of their clients
In the Cayman Islands the Cayman Islands Monetary Authority CIMA is responsible for the regulation and supervision of financial services the monitoring of compliance with anti money laundering regulations and the issuance of statements of principle and guidance In February 2020 the Cayman Islands enacted the Private Funds Law 2020 the Private Funds Law which requires private funds that engage in business in or from the Cayman Islands to register with CIMA unless an exemption applies The Private Funds Law applies to any Cayman Islands closed end fund Open end funds such as hedge funds continue to be regulated by the Mutual Funds Law in the Cayman Islands The registration requirements applicable to our private funds domiciled in the Cayman Islands have posed and may continue to pose additional compliance costs and burdens on our business
In Hong Kong our applicable subsidiaries are subject to the Securities and Futures Ordinance SFO and its subsidiary legislation which governs the securities and futures markets and regulates among others offers of investments to the public and provides for the licensing of dealing in securities and asset management activities and intermediaries This legislation is administered by the Securities and Futures Commission SFC The SFC is also empowered under the SFO to establish standards for compliance as well as codes and guidelines Our subsidiaries and employees conducting any of the regulated activities specified in the SFO are required to be licensed with the SFC and are subject to the rules codes and guidelines issued by the SFC from time to time
The Securities and Exchange Board of India Reserve Bank of India the International Financial Services Centres Authority the Ministry of Corporate Affairs and the Department of Industrial Policy and Promotion are the major regulatory authorities that are capable of issuing directions of a binding nature to our subsidiaries in India
In Japan our subsidiaries are subject to the Financial Instruments and Exchange Act and the Act on Investment Trusts and Investment Corporations These laws are administered and enforced by the Japanese Financial Services Agency which establishes standards for compliance including capital adequacy and financial soundness requirements customer protection requirements and business conduct rules
In Singapore our subsidiaries are subject to among others the Securities and Futures Act SFA the Financial Advisers Act FAA and the subsidiary legislation promulgated pursuant to these Acts which are administered by the Monetary Authority of Singapore MAS Our asset management subsidiaries and their employees conducting regulated activities specified in the SFA and or the FAA are required to be licensed with the MAS
There are similar legal and regulatory arrangements in effect in many other non U S jurisdictions where our subsidiaries branches and representative offices as well as certain joint ventures or companies in which we own minority stakes are authorized to conduct business We are also subject to regulation and supervision by among others the Securities Commission of The Bahamas the Central Bank of Brazil and the Comissão de Valores Mobiliários in Brazil the China Securities Regulatory Commission in the People s Republic of China the Financial Services Commission and the Financial Supervisory Service in South Korea the Securities Commission in Malaysia the Comision Nacional Bancaria y de Valores in Mexico the Polish Securities and Exchange Commission the Romanian Financial Services Authority the Swiss Federal Banking Commission the Financial Supervisory Commission in the Republic of China the Dubai Financial Services Authority in the United Arab Emirates the Saudi Capital Market Authority and the State Securities Commission of Vietnam
We have used registered and or applied to register certain trademarks service marks and trade names to distinguish our sponsored products and services from those of our competitors in the U S and in other countries and jurisdictions including but not limited to Alcentra
brand has been and continues to be extremely well received both in our industry and with our clients reflecting the fact that our brand like our business is based in part on trust and confidence If our brand is harmed our future business prospects may be adversely affected
As of September 30 2024 we employed approximately 10 200 employees and operated offices in over 30 countries We consider our relations with our employees to be satisfactory We depend upon our key personnel to manage our business including our portfolio managers investment analysts sales and management personnel and other professionals as well as our executive officers and business unit heads Competition for experienced personnel is significant and from time to time we may experience a loss of valuable personnel The retention of our key investment personnel is material to the management of our business
At an enterprise level we use employee surveys to understand sentiment and engagement in the organization At a team level our performance management system supports ongoing active discussion about goals and objectives We also host live forums for leaders to engage directly with employees to help reinforce our culture of open feedback Our employees have access to a valuable set of equitable and competitive total rewards which consists of a mix of monetary and non monetary rewards designed to recognize their time talents and results
Recognizing the importance of diversity equity and inclusion DEI is a priority in our organization We believe that our ability to attract develop and retain a diverse and highly skilled workforce is important to our long term success We have developed DEI strategies and initiatives anchored in our core values To support our DEI efforts we have allocated dedicated resources for DEI established a global governance structure and have established research based DEI policies and procedures
We believe that our commitment to creating and maintaining a diverse workforce including backgrounds and perspectives makes us a better place to work and a more resilient business We value an inclusive culture that leverages the expertise and perspectives of our diverse workforce as an important factor in our ability to deliver innovative and relevant client solutions in a dynamic marketplace
The SEC maintains a website that contains current and periodic reports proxy and information statements and other information regarding issuers including Franklin that file electronically with the SEC at www sec gov Additional information about Franklin s filings can also be obtained through our website at www franklinresources com under Investor Relations We make available free of charge on our website Franklin s Annual Report on Form 10 K Quarterly Reports on Form 10 Q Current Reports on Form 8 K and amendments to those reports filed or furnished pursuant to Section 13 a or 15 d of the Exchange Act as soon as reasonably practicable after we electronically file such material with or furnish it to the SEC Franklin periodically provides other information for investors on its website such as press releases presentations and other information about financial performance The information on our website is not incorporated by reference into and is not a part of this Annual Report
We derive substantially all of our operating revenues and income from providing investment management and related services to investors in jurisdictions worldwide through our investment products which include our funds as well as institutional and high net worth separate accounts retail separately managed account programs sub advised products and other investment vehicles Related services include fund administration sales and distribution and shareholder servicing We may perform services directly or through third parties The asset management industry continues to experience disruption and challenges including 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 Further financial markets have currently and in the past experienced and may continue from time to time to experience volatility and disruption worldwide Declines in global economic markets have periodically resulted and may continue to result in significant decreases in our AUM revenues and income and future declines may further negatively impact our financial results Such declines have had and may in the future have a material adverse impact on our business We may need to modify our business strategies or operations and we may be subject to additional constraints or costs in order to compete in a changing global economy and business environment
Individual financial equity debt and commodity markets may be adversely affected by financial economic operational political electoral diplomatic or other 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 ongoing Ukraine Russia and Middle East wars and conflicts may continue to expand globally and significantly impact the global economy and financial markets which may 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 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 Changing market conditions could also cause an impairment to the value of our goodwill and other intangible assets
Fluctuations in the amount and mix of our AUM may be attributable in part to market conditions outside of our control that have had and in the future could have a negative impact on our revenues and income The level of our revenues depends largely on the level and relative mix of AUM Our investment management fee revenues are based primarily on a percentage of AUM and vary with the 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 securities in particular market segments or in the securities market generally negatively impacts our revenues and income Changing market conditions and investor preferences may cause a shift in our asset mix toward certain lower fee products such as fixed income products and ETFs and away from higher fee equity and alternative products which may cause a related decline in our revenues and income In addition increases in interest rates particularly if rapid as well as uncertainty in the future direction of interest rates may have a negative impact on our fixed income products and decrease the total return on bond investments due to lower market valuations of existing bonds Moreover we generally derive higher investment management and distribution fees from our international products than from our U S products and higher sales fees from our U S products than from our international products Changing market conditions may cause a shift in our asset mix between international and U S products which may result in a decline in our revenues and income
Due to market 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 redemptions or settle in kind with securities held in the applicable fund 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 Changes in investor preferences regarding our more popular products have in the past caused and could in the future cause sizable redemptions and lower the value of our AUM which would result in lower revenue and operating results Increased market volatility and changes in investor preferences also increase the risk of fund closures Any decrease in the level of our AUM resulting from market declines credit or interest rate volatility or uncertainty increased redemptions or other factors could negatively impact our revenues and income
Our investment performance along with achieving and maintaining superior distribution and client service is critical to the success of our business Strong investment performance often stimulates sales of our products Poor investment performance as 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 We can provide no assurance that past or present investment performance in our products will be indicative of future performance If we fail or appear to fail to successfully and promptly address the underlying causes of poor investment performance our future business prospects would likely be negatively affected
Our reputation is critical to the success of our business We believe that our brand names have been and continue to be well received both in our industry and with our clients reflecting the fact that our brands like our business are based in part on trust and confidence If our brands or reputation are harmed existing clients may reduce amounts held in or withdraw entirely from our 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 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 In addition reputational harm may prevent us from attracting new clients or developing new business 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 may adversely impact our reputation and business
The outbreak and spread of contagious diseases such as COVID 19 have had and may in the future have adverse effects on our business financial condition and results of operations The COVID 19 pandemic resulted in a widespread global public health crisis Such infectious illness outbreaks or other adverse public health developments in countries where we operate as well as local state and or national government restrictive measures implemented to control such outbreaks could adversely affect the economies of many nations or the entire global economy the financial condition of individual issuers or companies and capital markets in ways that cannot necessarily be foreseen and such impacts could be significant and long term Such extraordinary events and their aftermaths can cause investor fear and panic which can further adversely affect the operations and performance of companies sectors nations regions and financial markets in general and in ways that cannot necessarily be foreseen It is not possible to predict the full extent to which a pandemic may evolve and or adversely impact our business liquidity capital resources financial results and operations
As part of our global business strategy we regularly consider and have discussions with respect to potential strategic transactions including acquisitions dispositions consolidations joint ventures or similar transactions some of which may be deemed material There can be no assurance that we will find suitable candidates for strategic transactions at acceptable prices have sufficient capital resources to accomplish our strategy or be successful in entering into agreements for desired transactions In addition such transactions typically involve a number of risks and present financial managerial and operational challenges Acquisitions and related transactions pose the risk that any business we acquire may result in the loss of clients customers or personnel or could underperform relative to expectations We also may not realize the anticipated benefits of an acquisition including with respect to revenue tax benefits financial benefits or returns and expense and other synergies We could also experience financial or other setbacks if transactions encounter unanticipated problems including problems related to execution or integration Entries into material transactions typically are announced publicly even though they may remain subject to numerous closing conditions contingencies and approvals and there is no assurance that any announced transaction will actually be consummated Future transactions also may further increase our leverage or if we issue equity securities to pay for acquisitions dilute the holdings of our existing stockholders
In addition from time to time we enter into joint ventures or take minority stakes in companies in which we typically do not have control These investments may involve risks including the risk that the controlling stakeholder or joint venture partner may have business interests strategies or goals that are inconsistent with ours The business decisions or other actions or omissions of the controlling stakeholder joint venture partner or the entity itself may result in liability to us or harm to our reputation or adversely affect the value of our investment in the entity
Through our subsidiaries we provide investment management and related services to investors globally Further we outsource various administration technology transfer agency and other services for our funds to third party providers who may serve as a sub agent or delegate In order to be competitive and comply with our agreements we must properly manage our business and subsidiaries around the world and effectively perform our fund and portfolio administration and related responsibilities including portfolio record keeping and accounting security pricing corporate actions investment restrictions compliance daily net asset value computations account reconciliations and required distributions to fund shareholders Many of our operations are complex and dependent on our ability and the ability of our third party providers to process and monitor a large number of transactions effectively which may occur across numerous markets and currencies at high volumes and frequencies 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 providers and other intermediaries and subject to human error Our personnel and others involved in our business may from time to time make mistakes that are not always immediately detected which may disrupt our operations cause losses lead to regulatory fines or sanctions litigation or otherwise damage our reputation In addition any misrepresentation of our services and products in advertising materials public relations information social media or other external communications could also adversely affect our reputation and business prospects Our investment management fees which represent a majority of our revenues are dependent on fees earned under investment management agreements that we have with our products and clients Our revenues could be adversely affected if such agreements representing a significant portion of our AUM are terminated Further certain of our subsidiaries may act as general partner for various investment partnerships which may subject them to liability for the partnerships
Failure to establish adequate controls and risk management policies or the circumvention of controls and policies could have an adverse effect on our global operations reputation and financial position
Although we have adopted risk management operational and financial controls and compliance policies procedures and programs that are subject to regular review and update we cannot ensure that these measures will enable us effectively to identify and manage internal and external risks including those related to fraudulent activity and dishonesty We are subject to the risk that our personnel contractors vendors and other third parties may deliberately or recklessly circumvent or violate our controls to commit fraud against our business products and or client accounts pay or solicit bribes or otherwise act in ways inconsistent with our controls policies workplace culture and business principles Continued
attempts to circumvent our policies and controls or repeated incidents involving violation of controls and policies fraud or conflicts of interests could negatively impact our business and reputation and result in adverse publicity regulatory investigations and actions legal proceedings and losses and adversely affect our operations reputation AUM and financial results
We sell our products and offer our strategies and investment management and related services in many different regulatory jurisdictions around the world and intend to continue to expand our operations internationally As we do so we will continue to face challenges to the adequacy of our resources procedures and controls to operate our business consistently and effectively In order to remain competitive we must be proactive and prepared to implement necessary resources when growth opportunities present themselves whether as a result of a business acquisition or rapidly increasing business activities in particular markets or regions Local regulatory environments may vary widely in terms of scope adequacy and sophistication Similarly local distributors and their policies and practices as well as financial viability may vary widely and they may be inconsistent or less developed or mature than other more internationally focused distributors Growth of our international operations has involved and may continue to involve near term increases in expenses as well as additional capital costs such as information systems and technology costs and costs related to compliance with particular regulatory or other local requirements or needs Local requirements or needs also may place additional demands on sales and compliance personnel and resources such as meeting local language requirements while also integrating personnel into an organization with a single operating language Finding hiring and retaining additional well qualified personnel and crafting and adopting policies procedures and controls to address local or regional requirements remain challenges as we expand our operations internationally
Moreover regulators in non U S jurisdictions could also change their policies or laws in a manner that might restrict or otherwise impede our ability to distribute or authorize products or maintain their authorizations in their respective markets Any of these local requirements activities or needs could increase the costs and expenses we incur in a specific jurisdiction without any corresponding increase in revenues and income from operating in the jurisdiction Certain laws and regulations both inside and outside the U S have extraterritorial application This may lead to duplicative or conflicting legal or regulatory burdens and additional costs and risks
Our focus on international markets as a source of investments and sales of our products subjects us to increased exchange rate and market specific political economic or other risks that may adversely impact our revenues and income generated overseas
While we maintain a significant portion of our operations in the U S we also provide services and earn revenues in Asia Pacific Europe Middle East and Africa Latin America and Canada As a result we are subject to foreign currency exchange risk through our non U S operations Fluctuations in the exchange rates to the U S dollar have affected and will in the future affect our financial results from one period to the next While we have taken steps to reduce our exposure to foreign exchange risk for example by denominating a significant amount of our transactions in U S dollars our situation may change in the future Appreciation of the U S dollar could in the future moderate revenues from managing our products internationally or could affect relative investment performance of certain of our products invested in non U S securities In addition we have risk associated with the foreign exchange revaluation of U S dollar balances held by certain non U S subsidiaries for which the local currency is the functional currency Separately management fees that we earn tend to be higher in connection with non U S AUM than with U S AUM Consequently downturns in international markets have in the past had and could in the future have a significant effect on our revenues and income Moreover our emerging market portfolios and revenues derived from managing these portfolios are subject to significant risks of loss from financial economic political and diplomatic developments currency fluctuations social instability changes in governmental policies nationalization asset confiscation and changes in legislation related to non U S ownership International trading markets particularly in some emerging market countries are often smaller less liquid less regulated and significantly more volatile than those in the U S Any ongoing and future business economic political or social unrest affecting these markets in addition to any direct consequences such unrest may have on our personnel and facilities located in the affected area also may have a lasting impact on the long term investment climate in these and other areas and as a result our AUM and the corresponding revenues and income that we generate from them may be negatively affected
The replacement of benchmark indices may impose a number of risks on our business our clients and the financial services industry more widely These include financial risks arising from changes in the valuation of financial instruments linked to benchmark indices pricing and operational risks and legal implementation and revised documentation We may from time to time face operational challenges implementing successor benchmarks
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 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 digital asset markets that remain subject to substantial volatility and significant regulatory uncertainty
As a result of the trends and pressures discussed above the asset management industry is facing an increased level of disruption If we are unable to adapt our strategy and business to address adequately these trends and pressures we may be unable to meet client needs satisfactorily our competitive position may weaken and our business results and operations may be adversely affected
Strong competition from numerous and sometimes larger companies with competing offerings and products could limit or reduce sales of our products potentially resulting in a decline in our market share revenues and income
We compete with numerous investment management companies securities brokerage and investment banking firms insurance companies banks hedge fund firms and other financial management institutions Our products also compete with products offered by these competitors as well as with other financial products The periodic establishment of new investment management companies and other competitors increases the competition that we face At the same time consolidation in the financial services industry has created stronger competitors with greater financial resources and broader distribution channels than our own Competition is based on various factors including among others business reputation investment performance product mix and offerings business trends and strategic considerations investor goals and preferences service quality and innovation distribution relationships fees charged and legal and product requirements and restrictions Further although we may offer certain types of ETFs to the extent that there is a trend among existing or potential clients in favor of lower fee index and other ETFs it may favor our competitors who may offer such products that are more established or on a larger scale than we do Additionally competing securities broker dealers and banks upon which we rely to distribute and sell certain of our funds and other products also may sell their own proprietary funds and products which could limit the distribution of our products To the extent that existing or potential clients including securities broker dealers decide to invest in or distribute the products of our competitors the sales of our products as well as our market share revenues and income could decline Our ability to attract and retain AUM is also dependent on the relative investment performance of our products offering a mix of products and strategies that meets investor demands and our ability to maintain our investment management fees and pricing structure at competitive levels
We primarily derive our fund sales through third party broker dealers banks investment advisers and other financial intermediaries Because we rely on third party distribution and sales channels to sell our products we do not control the ultimate investment recommendations given by them to clients Such financial intermediaries may recommend competing products Increasing competition for these distribution and sales channels and regulatory changes and initiatives have caused our distribution costs to rise and could cause further cost increases in the future or could otherwise negatively impact the distribution of our products Consolidations in the broker dealer or banking industries also could adversely impact our revenues and income A failure to maintain our third party distribution and sales channels or a failure to
Moreover we can provide no assurance that we will continue to have access to the third party financial intermediaries that currently distribute our products or that we will continue to have the opportunity to offer all or some of our existing products through them If several of the major financial advisers that distribute our products were to cease operations or limit or otherwise end the distribution of our products it could have a significant adverse impact on our revenues and income
Further the standards of conduct and disclosure and reporting requirements with respect to fees products services and possible conflicts of interest applicable to broker dealers and other financial intermediaries in the U S remain subject to change and enhancement pursuant to business and regulatory developments and requirements including with respect to investor suitability obligations enhanced investor protections for retail customers and increased compliance requirements
In addition Canada the U K the Netherlands and the EU through MiFID II have adopted regimes that ban or may limit the payment of commissions and other inducements to intermediaries in relation to certain sales to retail customers in those jurisdictions and similar regimes are under consideration in several other jurisdictions Depending on their exact terms such regimes may result in existing flows of business moving to less profitable channels or even to competitors providing substitutable products outside the regime Arrangements with non independent advisers will also be affected as narrower rules related to the requirement that commissions reflect an enhancement of the service to customers come into effect along with a prescriptive list of permissible non monetary benefits The interpretation of the inducements rules has also resulted in major changes to how fund managers including us finance investment research with many firms
We currently and may in the future depend on a number of third party providers to support various operational administrative technology transfer agency market data distribution and other business needs of our company Further we outsource various administration technology transfer agency and other services for our funds to third party providers In addition we may from time to time transfer vendor contracts and services from one provider to another If our third party providers fail to deliver required services on a timely basis or if we experience other negative service quality or relationship issues with our providers we may be exposed to significant costs and or operational difficulties and our ability to conduct and grow our business may be impaired Such administrative and functional changes are costly and complex and may expose us to heightened operational risks Any failure to mitigate such risks could result in reputational harm to us as well as financial losses to us and our clients The failure of any key provider or vendor to fulfill its obligations to us could result in outcomes inconsistent with our or our clients objectives and requirements result in legal liability and regulatory issues for us and otherwise adversely impact us
Due to our interconnectivity with and dependency upon third party 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 event or disruption Cybersecurity issues affecting third party providers are a growing concern in the asset management industry Many services that we use in our business are delivered from and supported upgraded and maintained by third party providers A breach suspension or termination of these services or related support upgrades and maintenance could cause temporary system delays or interruption that could adversely impact our business
Our continued success in effectively managing and growing our business depends on our ability to integrate our varied accounting financial information and operational systems on a global basis Moreover adapting or developing the existing technology systems we use to meet our internal needs as well as client needs industry demands and new
regulatory requirements is also critical for our business The introduction of new technologies presents new challenges to us On an ongoing basis we need to upgrade and improve our technology including our technology platform data processing financial accounting shareholder servicing and trading systems 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 Further we also must be proactive and prepared to implement new technology when growth opportunities present themselves whether as a result of a business acquisition or rapidly increasing business activities in particular markets or regions These needs could 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 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 investment management platforms digital advisers digital wealth and distribution tools 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 cybersecurity infrastructure software applications technology or other 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 highly dependent upon the use of various proprietary and third party information and security technology software applications external third party services and other technology systems and remote equipment and connectivity infrastructure to access critical business systems necessary to operate our business We are also dependent on the continuity and effectiveness of our information and 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 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 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 In addition developments in our use of process automation and artificial intelligence further heighten our dependency on technology Any disruptions inaccuracies mismanagement delays theft systems failures data security or privacy breaches cybersecurity threats incidents attacks or other cyber related fraud or other security breaches in these and other processes could subject us to significant client dissatisfaction and losses and damage our reputation We and our third party 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 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 Although we take protective measures including measures to secure and protect information through system security technology and our internal security procedures 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 standards particularly given the evolving nature and sophistication of cyber and technology threats and attacks The technology systems we use or rely on including those provided and or leveraged by third party providers remain vulnerable to denial of service attacks unauthorized access computer viruses human 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 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 and to our personnel or vendors inadvertently or recklessly causing release of confidential information which could materially harm our operations and reputation
System disruptions failures or breaches of the technology we use or the security infrastructure we rely upon including third party applications and 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 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 unauthorized use creating a possible security risk which may require us to incur additional administrative costs and or take remedial actions In addition failure to manage and operate properly the data centers and third party cloud storage and computing application services we use could have an adverse impact on our business Although we have in place certain disaster recovery plans we may experience system delays and interruptions as a result of natural disasters power failures acts of war and third party failures
Our inability to recover successfully should we experience a disaster or other business continuity problem could cause material financial loss regulatory actions legal liability and or reputational harm
Should we experience a local or regional disaster or other business continuity problem such as an earthquake hurricane tsunami terrorist attack public health crisis pandemic or other natural or man made disaster our continued success will depend in part on the safety and availability of our personnel our office facilities and infrastructure and the proper functioning of our technology computer telecommunication and other systems and operations that are critical to our business While our operational size the diversity of locations from which we operate and our various back up systems provide us with an advantage should we experience a local or regional disaster or other business continuity event we could still experience operational challenges in particular depending upon how such a local or regional event may affect our personnel across our operations or with regard to particular aspects of our operations such as key executives or personnel in our technology groups Moreover as we grow our operations in new geographic regions the potential for particular types of natural or man made disasters political economic or infrastructure instabilities information technology or security limitations or breaches or other country or region specific business continuity risks increases Past disaster recovery efforts have demonstrated that even seemingly localized events may require broader disaster recovery efforts throughout our operations and consequently we regularly assess and take steps to improve upon our existing business continuity plans However a disaster on a significant scale or affecting certain of our key operating areas within or across regions or our inability to recover successfully following a disaster or other business continuity problem could adversely impact our business and operations
The success of our business will continue to depend upon our key personnel including our portfolio managers investment analysts sales and management personnel and other professionals as well as our executive officers and business unit heads Competition for qualified motivated and highly skilled executives professionals and other key personnel in the investment management industry remains significant Our success depends to a substantial degree upon our ability to find attract retain and motivate qualified individuals including through competitive compensation packages and upon the continued contributions of these people Global and or local laws and regulations
could impose restrictions on compensation paid by financial institutions which could restrict our ability to compete effectively for qualified professionals As our business develops we may need to increase the number of individuals that we employ Moreover in order to retain certain key personnel we may be required to increase compensation to such individuals and increase our key management succession planning resulting in additional expense without a corresponding increase in potential revenues There is no assurance that we will be successful in finding attracting and retaining qualified individuals and the departure of key investment personnel in particular could cause us to lose clients which could have a material adverse effect on our financial condition results of operations and business prospects In addition due to the global nature of our business our key personnel may from time to time have reasons to travel to regions susceptible to higher risk of civil unrest organized crime or terrorism and we may be unable to ensure the safety of our personnel traveling to such regions
If we are unable to obtain cash financing or access to the capital markets in a timely manner we may be forced to incur unanticipated costs or revise our business plans and our business could be adversely impacted Further our access to the capital markets depends significantly on our credit ratings A reduction in our long or short term credit ratings could increase our borrowing costs and limit our access to the capital markets Volatility in the global financing markets also may impact our ability to access the capital markets should we seek to do so and may have an adverse effect on investors
Substantially all of our operations are conducted through our subsidiaries As a result our cash flow and our ability to fund operations are dependent upon the earnings of our subsidiaries and the distribution of earnings loans or other payments by our subsidiaries Our subsidiaries are separate and distinct legal entities and have no obligation to fund our payment obligations whether by dividends distributions loans or other payments Any payments to us by our subsidiaries could be subject to statutory or contractual restrictions and are contingent upon our subsidiaries
earnings and business considerations Certain of our subsidiaries are subject to regulatory restrictions that may limit their ability to transfer assets to their parent companies Our financial condition could be adversely affected if certain of our subsidiaries are unable to distribute assets to us
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 Regulation under Item 1 Business in Part I of this Annual Report
There is uncertainty associated with the regulatory and compliance environments in which we operate Our business is subject to extensive and complex overlapping and or conflicting and frequently changing and increasing rules regulations policies and legal interpretations around the world Political and electoral changes developments and conflicts have in the past introduced and may in the future introduce additional uncertainty Our regulatory and compliance obligations impose significant operational and cost burdens on us and cover a broad range of requirements related to financial reporting and other disclosure matters securities and other financial instruments investment and advisory matters accounting tax compensation ethics intellectual property privacy and data protection sanctions programs and escheatment requirements We may be adversely affected by a failure to comply with applicable laws regulations and changes in the countries in which we operate
The laws and regulations applicable to our business generally involve restrictions and requirements in connection with a variety of technical specialized and expanding matters and concerns Over the years the U S federal corporate governance and securities laws and laws in other jurisdictions have been augmented substantially and made significantly more complex by various legislation As we continue to address our legal and regulatory requirements or focus on meeting new or expanded requirements we may need to continue to expend a substantial amount of additional time costs and resources
Regulatory reforms may add further complexity to our business and operations and could require us to alter our investment management services and related activities which could be costly impede our growth and adversely impact our AUM revenues and income Regulatory reforms also may impact our clients which could cause them to change their investment strategies or allocations in a manner adverse to our business Certain key regulatory reforms and proposals in the U S and other jurisdictions that may impact or relate to our business and may cause us to incur additional obligations include regulatory matters related to antitrust rules and disclosure cybersecurity disclosure sustainable investing and ESG climate related disclosure privacy and data protection SIFIs derivatives and other financial products fiduciary and fund related reforms tax compliance and other asset management disclosure and compliance requirements The impacts of these and other regulatory reforms on us now and in the future could be significant We expect that the regulatory
requirements and developments applicable to us will cause us to continue to incur additional compliance and administrative burdens and costs Any inability to meet applicable requirements within the required timeframes may subject us to sanctions or other restrictions by governments and or regulators that could adversely impact our broader business objectives
Global regulatory and legislative actions and reforms have made compliance in the regulatory environment in which we operate more costly and future actions and reforms could adversely impact our financial condition and results of operations
As in the U S regulatory and legislative actions outside the U S have been augmented substantially and made more complex by measures such as the EU s AIFMD and MiFID II Further ongoing changes in the EU s regulatory framework applicable to our business including any new changes in the composition of the EU s member states may add further complexity to our global risks and operations Moreover the adoption of new laws regulations or standards and changes in the interpretation or enforcement of existing laws regulations or standards have directly affected and will continue to affect our business With new laws and changes in interpretation of existing requirements the associated time we must dedicate to and related costs we must incur in meeting the regulatory complexities of our business have increased We may be required to continue to invest significant additional management time and resources to address new and changing regulations and laws Outlays associated with meeting regulatory complexities have also increased as we expand our business into new jurisdictions
The EU s GDPR strengthened and unified data protection rules for individuals within the EU and addresses export of personal data outside the EU The failure to comply properly with GDPR rules on a timely basis and to maintain ongoing compliance with such rules may subject us to enforcement proceedings and significant fines and costs For example a failure to comply with GDPR could result in fines up to 4 of our annual global revenues
Compliance activities to address these and other new legal requirements have required and will continue to require us to expend additional time and resources and consequently we are incurring increased costs of doing business which may negatively impact our profitability and future financial results Finally any further regulatory and legislative actions and reforms affecting the investment management industry including compliance initiatives may negatively impact revenues by increasing our costs of accessing or operating in financial markets or by making certain investment offerings less favorable to our clients
As with all investment management companies our activities are highly regulated in almost all countries in which we conduct business Failure to comply with the applicable laws rules regulations codes directives notices or guidelines in any of our jurisdictions could result in regulatory enforcement civil liability criminal liability and or the imposition of a range of sanctions or orders against us including as applicable monetary damages injunctions disgorgements fines penalties cease and desist orders censures reprimands and the revocation cancellation suspension or restriction of licenses registration status or approvals held by us or our business in a jurisdiction or market any of which could adversely affect our reputation and operations Moreover any accounting or reporting errors whether financial or otherwise if material could damage our reputation and adversely affect our business While management has focused attention and resources on our compliance policies procedures and practices the regulatory environments of the jurisdictions where we conduct our business or where our products are organized or sold are complex uncertain and subject to change Local regulatory environments may vary widely and place additional demands on our sales investment legal and compliance personnel In recent years the regulatory environments in which we operate have seen significant increased and evolving regulations which have imposed and may continue to impose additional compliance and operational requirements and costs on us in the applicable jurisdictions Regulators could also change their policies or laws in a manner that might restrict or otherwise impede our ability to offer our services and products in their respective markets or we may be unable to keep up with or adapt to the ever changing complex regulatory requirements in such jurisdictions or markets which could further negatively impact our business
We are subject to complex tax regimes changing tax laws income taxes non income based taxes and ongoing tax audits in the various jurisdictions in which we operate Tax authorities may disagree with certain positions we have taken and assess additional taxes We regularly assess the likely outcomes of these audits in order to determine the
appropriateness of our tax provision However there can be no assurance that we will accurately predict the outcomes of these audits and the actual outcomes could have a material impact on our financial condition Changes in tax laws or rulings including corporate tax rate increases capital gains rate increases for fund investors and other tax rate increases impacting our clients and their willingness to invest in our products may at times materially impact our revenues and income
Regulatory and governmental examinations and or investigations litigation and the legal risks associated with our business could adversely impact our AUM increase costs and negatively impact our profitability and or our future financial results
We operate in a highly regulated industry and have received and routinely receive and respond to regulatory and governmental requests for documents or other information subpoenas examinations and in some instances investigations in connection with our business activities 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 Further regulatory or governmental examinations or investigations that have been inactive could become active In addition we are named as a party in litigation in the ordinary course of business Claims made against us including those without merit have resulted and may continue to result in reputational harm and responding to such matters is an expensive process Risks associated with legal liability often are difficult to assess or quantify and their existence and magnitude can remain unknown for significant periods of time Regulatory enforcement and civil litigation matters can result in the imposition of a range of sanctions or orders against us including as applicable monetary damages injunctions disgorgements fines penalties cease and desist orders censures reprimands and the revocation cancellations suspension or restriction of licenses registration status or approvals held by us or our business In addition we may be obligated and under our certificate of incorporation bylaws and form of director indemnification agreement are obligated under certain conditions or may choose to indemnify directors officers or personnel against liabilities and expenses they may incur in connection with such matters to the extent permitted under applicable law Financial exposures including AUM outflows from and expenses incurred relating to any examinations investigations enforcement actions litigation and or settlements have and may continue to adversely impact our AUM increase costs and negatively impact our reputation profitability and revenue any of which could have a material negative impact on our financial results For a discussion of certain legal proceedings and regulatory matters in which we are involved see Legal Proceedings in Note 16 Commitments and Contingencies in the notes to consolidated financial statements in Item 8 of Part II of this Annual Report
In the ordinary course of business we enter into contracts with third parties including without limitation clients vendors and other service providers that contain a variety of representations and warranties and that provide for indemnifications by us in certain circumstances Pursuant to such contractual arrangements we may be subject to indemnification costs and liability to third parties if for example we breach any material obligations under the agreements or agreed standards of care or in the event such third parties have certain legal claims asserted against them The terms of these indemnities vary from contract to contract and future indemnification claims against us could negatively impact our financial condition
Although we take steps to safeguard and protect our intellectual property including but not limited to our trademarks patents copyrights and trade secrets there can be no assurance that we will be able to effectively protect our rights If our intellectual property rights were violated we could be subject to economic and reputational harm that could negatively impact our business and competitiveness in the marketplace Conversely while we take efforts to avoid infringement of the intellectual property of third parties if we are deemed to infringe on a third party s intellectual property rights it could expose us to litigation risks license fees liability and reputational harm
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
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
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
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
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
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
We conduct our worldwide operations using a combination of owned and leased facilities 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 world as necessary
We own our San Mateo California corporate headquarters and various other office buildings in the U S and internationally We lease excess owned space to third parties under leases with terms through 2035 Our owned properties consist of the following
We lease office space in 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 2024 we leased and occupied approximately 2 514 000 square feet of office space worldwide and subleased to third parties approximately 177 000 square feet of excess leased space
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 16 Commitments and Contingencies in the notes to consolidated financial statements in Item 8 of Part II of this Annual Report
The following description of our executive officers is included as an unnumbered item in this Part I of this Annual Report in lieu of being included in our definitive proxy statement for our annual meeting of stockholders Set forth below are the name age present title and certain other information for each of our executive officers as of the filing date of this Annual Report Generally each executive officer is appointed by our board of directors and holds his or her office until the earlier of his or her death resignation retirement disqualification or removal
President of Franklin since December 2016 and Chief Executive Officer and director of Franklin since February 2020 formerly Chief Operating Officer of Franklin from February 2017 to February 2020 Co President of Franklin from October 2015 to December 2016 Executive Vice President and Chief Operating Officer of Franklin from March 2010 to September 2015 Executive Vice President Operations and Technology of Franklin from December 2005 to March 2010 and Senior Vice President and Chief Information Officer of Franklin from May 2003 to December 2005 officer and or director of certain subsidiaries of Franklin officer director and or trustee of certain funds registered as investment companies managed or advised by subsidiaries of Franklin Director of Thermo Fisher Scientific Inc since July 2023
Executive Chairman of Franklin since February 2020 Chairman of the Board of Franklin since June 2013 and director of Franklin since January 2007 Chairman of the San Francisco Giants a professional baseball organization since November 2019 formerly Chief Executive Officer of Franklin from July 2005 to February 2020 Co Chief Executive Officer of Franklin from January 2004 to July 2005 and President of Franklin from December 1999 to September 2015 officer and or director of certain subsidiaries of Franklin officer director and or trustee of certain funds registered as investment companies managed or advised by subsidiaries of Franklin
Vice Chairman of Franklin since December 1999 and director of Franklin since 1971 officer and or director of certain subsidiaries of Franklin officer director and or trustee of certain funds registered as investment companies managed or advised by subsidiaries of Franklin
Executive Vice President and General Counsel of Franklin since May 2022 and Corporate Secretary since July 2021 and oversaw global regulatory compliance of Franklin as Deputy General Counsel from August 2020 to May 2022 officer and or director of certain subsidiaries of Franklin Formerly General Counsel and Executive Vice President of Legg Mason Inc from 2013 and Secretary from 2008 until its acquisition by Franklin Templeton in July 2020 joined Legg Mason as Associate General Counsel in 1998 serving as Corporate General Counsel and Deputy General Counsel Formerly served as a Corporate Associate at Shearman Sterling a law firm in New York from 1993 to 1998
Executive Vice President and Head of Public Markets of Franklin since February 2023 and executive officer of Franklin since October 2022 Chairman since 2014 and Chief Executive Officer and President since 2012 of ClearBridge Investments LLC a subsidiary of Franklin officer and or director of certain other subsidiaries of Franklin Formerly Chief Operating Officer and Chief Financial Officer of ClearBridge from 2006 to 2011 Chief Financial Officer of Citigroup Asset Management a financial services firm from 2005 to 2006 and Director of Planning from 2000 to 2005 and business Controller for various product lines at Citigroup s Corporate and Investment Bank from 1997 to 2000
Executive Vice President and Chief Financial Officer of Franklin since May 2019 and Chief Operating Officer since April 2022 officer and or director of certain subsidiaries of Franklin Formerly with Citigroup Inc a financial services firm from 1995 to May 2019 as Managing Director Global Head of Financial Institutions Corporate Banking and Global Head of Asset Management Corporate and Investment Banking from 2017 to May 2019 as Managing Director Co Head Financial Institutions Corporate and Investment Banking North America and Global Head of Asset Management Corporate and Investment Banking from 2014 to 2017 as Managing Director Co Head North America Financial Institutions Corporate and Investment Banking from 2011 to 2014 as Managing Director and Co Head North America Financial Institutions Corporate Banking from 2007 to 2011 and as Managing Director and Co Head of Asset Management Banking from 2006 to 2007
Executive Vice President and Head of Global Operations of Franklin since February 2023 formerly Executive Vice President Technology and Operations of Franklin from October 2021 to February 2023 officer and or director of various investment adviser operations and technology related subsidiaries of Franklin for more than the past five years including as Senior Vice President of Franklin Advisers Inc Franklin Templeton Institutional LLC and Templeton Investment Counsel LLC since July 2014 and Vice President of Franklin Templeton Companies LLC since June 2010
Executive Vice President and Head of Global Distribution of Franklin since February 2023 responsible for global retail and institutional distribution including marketing and product strategy formerly Managing Partner of Brandywine Global Investment Management LLC from November 2014 to January 2024 responsible for the overall management of Brandywine including infrastructure legal and compliance business strategy and sales and client service 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
Under our stock repurchase program which is not subject to an expiration date we can repurchase shares of our common stock from time to time in the open market and in private transactions in accordance with applicable laws and regulations including without limitation applicable federal securities laws In order to pay taxes due in connection with the vesting of employee and executive officer stock and stock unit awards we may repurchase shares under our program using a net stock issuance method In December 2023 our Board of Directors authorized the repurchase of up to an additional 27 2 million shares of our common stock 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
The following discussion and analysis of the results of operations and financial condition of Franklin Resources Inc Franklin and its subsidiaries collectively the Company should be read in conjunction with the Forward looking Statements disclosure set forth in Part I and the Risk Factors set forth in Item 1A of Part I of this Annual Report on Form 10 K this Annual Report and in any more recent filings with the U S Securities and Exchange Commission the SEC each of which describe our risks uncertainties and other important factors in more detail Words such as we us our and similar terms refer to the Company
and or subsidiary brand names We are a global investment management organization that derives operating revenues and net income from providing investment management and related services to investors in jurisdictions worldwide We deliver our investment capabilities through a variety of investment products which include our sponsored funds as well as institutional and high net worth separate accounts retail separately managed account programs sub advised products and other investment vehicles Related services include fund administration sales and distribution and shareholder servicing We may perform services directly or through third parties We offer our services and products under our various distinct brand names including but not limited to Franklin
We offer a broad product mix of equity fixed income 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 We also provide sub advisory services to certain investment products sponsored by other companies
The level of our revenues depends largely on the level and relative mix of assets under management AUM 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 fluctuations including as a result of reputational harm that can negatively impact our revenues and income The level of our revenues also depends on the fees charged for our services which are based on contracts with our funds and customers fund sales and the number of shareholder transactions and accounts These arrangements could change in the future
During the fiscal year ended September 30 2024 fiscal year 2024 global equity markets provided positive returns reflecting among other things easing of monetary policy and resilient economic activity The S P 500 Index and MSCI World Index increased 36 4 and 33 0 for the fiscal year The global bond markets were also positive as the Bloomberg Barclays Global Aggregate Index increased 12 0 for the fiscal year
Our total AUM was 1 678 6 billion at September 30 2024 which was 22 higher than at September 30 2023 driven by the positive impact of 186 0 billion of net market change distributions and other 148 3 billion from the acquisition of Putnam Investments Putnam and 2 7 billion of cash management net inflows partially offset by 32 6 billion of long term net outflows Simple monthly average AUM average AUM increased 12 during fiscal year 2024
The business and regulatory environments in which we operate globally remain complex uncertain and subject to change We are subject to various laws rules and regulations globally that impose restrictions limitations registration reporting and disclosure requirements on our business and add complexity to our global compliance operations
Uncertainties regarding the global economy remain for the foreseeable future As we continue to confront the challenges of the current economic and regulatory environments we remain focused on the investment performance of our products and on providing high quality service to our clients We continuously perform reviews of our business model While we remain focused on expense management we will also seek to attract retain and develop personnel and invest strategically in systems and technology that will provide a secure and stable environment We will continue to seek to protect and further our brand recognition while developing and maintaining broker dealer and client relationships The success of these and other strategies may be influenced by the factors discussed in the Risk Factors section
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
Adjusted operating income adjusted operating margin adjusted net income and adjusted diluted earnings per share are based on methodologies other than generally accepted accounting principles See Supplemental Non GAAP Financial Measures for definitions and reconciliations of these measures
Changes in average AUM are generally more indicative of trends in revenue for providing investment management services than the year over year change in ending AUM Average AUM and the mix of average AUM by asset class are shown below
Components of the change in AUM are shown below Net market change distributions and other includes appreciation depreciation distributions to investors that represent return on investments and return of capital and foreign exchange revaluation
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 Net market change distributions and other primarily consists of 224 2 billion of market appreciation and a 7 2 billion increase from foreign exchange revaluation partially offset by 45 4 billion of long term distributions The market appreciation occurred in all asset classes with the exception of the alternative asset class most significantly in the equity asset class and reflected positive returns in the global equity markets Foreign exchange revaluation from AUM in products that are not U S dollar denominated was primarily due to a weaker U S dollar compared to the Euro Australian dollar and British Pound
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
AUM increased 76 8 billion or 6 during fiscal year 2023 due to the positive impact of 58 9 billion of net market change distributions and other 34 9 billion from an acquisition and 4 3 billion of cash management net inflows partially offset by 21 3 billion of long term net outflows which include 20 6 billion of long term reinvested distributions Net market change distributions and other primarily consists of 94 4 billion of market appreciation and a 4 6 billion increase from foreign exchange revaluation partially offset by 40 1 billion of long term distributions The market appreciation occurred in all asset classes with the exception of the alternative asset class most significantly in the equity asset class and reflected positive returns in the global equity markets Foreign exchange revaluation from AUM in products that are not U S dollar denominated was primarily due to a weaker U S dollar compared to the Euro British Pound and Brazilian Real
A key driver of our overall success is the long term investment performance of our investment products A measure of the performance of these products is the percentage of AUM exceeding peer group medians and benchmarks We compare the relative performance of our mutual funds against peers and of our strategy composites against benchmarks
Mutual fund performance is sourced from Morningstar and measures the percent of ranked AUM in the top two quartiles versus peers Total mutual fund AUM measured for the 1 3 5 and 10 year periods represents 38 38 37 and 35 of our total AUM as of September 30 2024 Excludes funds scheduled to be closed
Strategy composite performance measures the percent of composite AUM beating its benchmark The benchmark comparisons are based on each account s composite s strategy composites may include retail separately managed accounts and mutual fund assets managed as part of the same strategy return as compared to a market index that has been selected to be generally consistent with the asset class of the account composite Total strategy composite AUM measured for the 1 3 5 and 10 year periods represents 54 54 53 and 48 of our total AUM as of September 30 2024
Total mutual fund AUM includes performance of our alternative and multi asset funds and total strategy composite AUM includes performance of our alternative composites Alternative and multi asset AUM represent 15 and 10 of our total AUM at September 30 2024
Past performance is not indicative of future results For strategy composite AUM included in institutional and retail separately managed accounts and investment funds managed in the same strategy as separate accounts performance comparisons are based on gross of fee performance For investment funds which are not managed in a separate account format performance comparisons are based on net of fee performance These performance comparisons do not reflect the actual performance of any specific separate account or investment fund individual separate account and investment fund performance may differ The information in this presentation is provided solely for use in connection with this document and is not directed toward existing or potential clients of Franklin
Investment management fees are generally calculated under contractual arrangements with our investment products and the products for which we provide sub advisory services as a percentage of AUM Annual fee rates vary by asset class and type of services provided Fee rates for products sold outside of the U S are generally higher than for U S products
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 increases in average AUM primarily occurred in the equity fixed income and multi asset asset classes driven by net market appreciation and the acquisition of Putnam
Our effective investment management fee rate excluding performance fees investment management fees excluding performance fees divided by average AUM was 41 1 and 42 1 basis points for fiscal years 2024 and 2023 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
Performance fees were 390 7 million and 550 1 million for fiscal years 2024 and 2023 The decrease was primarily due to lower performance fees earned by certain of our alternative specialist investment managers and a decrease of 72 2 million in performance fees earned by Lexington Partners L P Lexington which were passed through as compensation expense per the terms of the acquisition agreement
Our product offerings and global operations are diverse As such the impact of future changes in AUM on investment management fees will be affected by the relative mix of asset class geographic region distribution channel and investment vehicle of the assets
Sales and distribution fees primarily consist of upfront sales commissions and ongoing distribution fees Sales commissions are earned from the sale of certain classes of sponsored funds at the time of purchase commissionable sales and may be reduced or eliminated depending on the amount invested and the type of investor Therefore sales fees generally will change with the overall level of gross sales the size of individual transactions and the relative mix of sales between different share classes and types of investors
Our sponsored mutual funds generally pay us distribution fees in return for sales marketing and distribution efforts on their behalf The majority of our U S mutual funds with the exception of certain money market funds and certain other funds specifically designed for purchase through separately managed account programs have adopted distribution plans under Rule 12b 1 the Rule 12b 1 Plans promulgated under the Investment Company Act of 1940 The Rule 12b 1 Plans permit the funds to pay us for marketing marketing support advertising printing and sales promotion services relating to the distribution of their shares subject to the Rule 12b 1 Plans limitations on amounts based on daily average AUM We earn distribution fees from our non U S funds based on daily average AUM
Contingent sales charges are earned from investor redemptions within a contracted period of time Substantially all of these charges are levied on certain shares sold without a front end sales charge and vary with the mix of redemptions of these shares
We pay substantially all of our sales and distribution fees to the financial advisers broker dealers and other intermediaries that sell our funds on our behalf See the description of sales distribution and marketing expenses below
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
Shareholder servicing fees are earned from our sponsored funds for providing transfer agency services which include providing shareholder statements transaction processing client service and tax reporting Shareholder servicing fees are primarily determined based on a contractual margin or a percentage of AUM and either the number of transactions in shareholder accounts or the number of shareholder accounts Shareholder servicing fees also include fund reimbursements of expenses incurred while providing transfer agency services
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
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
Includes impact of gains and losses on investments related to deferred compensation plans which is offset in investment and other income losses net minority interests in certain subsidiaries which is offset in net income loss attributable to redeemable noncontrolling interests and special termination benefits
Salaries wages and benefits increased 187 1 million in fiscal year 2024 primarily due to higher headcount as a result of the acquisition of Putnam and annual salary increases partially offset by the impact of other headcount reductions
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 Special termination benefits increased 12 6 million primarily due to the acquisition of Putnam partially offset by costs associated with workforce optimization initiatives in the prior year
We expect to incur acquisition related retention expenses of approximately 190 million during the fiscal year ending September 30 2025 fiscal year 2025 and decreasing over the following two fiscal years by approximately 20 million and 80 million
We continue to place a high emphasis on our pay for performance philosophy As such any changes in the underlying performance of our investment products or changes in the composition of our incentive compensation offerings could have an impact on compensation and benefits expenses going forward However in order to attract and retain talented individuals our level of compensation and benefit expenses may increase more quickly or decrease more slowly than our revenue
Sales distribution and marketing expenses primarily relate to services provided by financial advisers broker dealers and other intermediaries to our sponsored funds including marketing support services Substantially all distribution expenses are incurred from assets that generate distribution fees and are determined as a percentage of AUM Substantially all sales expenses are incurred from the same commissionable sales transactions that generate sales fee revenues and are determined as a percentage of sales Marketing support expenses are based on AUM sales or a combination thereof Also included is the amortization of deferred sales commissions related to upfront commissions on shares sold without a front
Asset based expenses increased 201 5 million in fiscal year 2024 primarily due to expenses related to Putnam products subsequent to the acquisition an increase of 4 in the related average AUM excluding the impact of Putnam and higher marketing support fees Distribution expenses are generally not directly correlated with distribution fee revenues due to certain fee structures that do not provide full recovery of distribution costs
Sales based expenses increased 36 5 million in fiscal year 2024 primarily due to an increase of 12 in commissionable sales and sales based expenses related to Putnam products subsequent to the acquisition
Information systems and technology expenses increased 115 1 million in fiscal year 2024 primarily due to expenses incurred by Putnam subsequent to the acquisition and higher costs for software and market data services
Occupancy expenses increased 96 5 million in fiscal year 2024 driven by new leased office space located at One Madison Avenue and impairment of the right of use asset related to vacated office space primarily associated with an initiative to consolidate our office space in New York City and expenses incurred by Putnam subsequent to the acquisition
Amortization of intangible assets decreased 2 9 million in fiscal year 2024 primarily due to the net effect of intangible assets which became fully amortized during the fiscal year partially offset by the amortization of intangible assets recognized as part of the acquisitions of Putnam and Alcentra
In fiscal year 2024 we impaired our indefinite lived intangible asset related to certain mutual fund contracts managed by WAM by 389 2 million See Critical Accounting Policies and Note 9 Goodwill and Other Intangible Assets in the notes to consolidated financial statements in Item 8 of Part II of this Annual Report for additional information
General administrative and other operating expenses increased 138 3 million in fiscal year 2024 primarily due to the acquisition of Putnam an increase of 45 9 million in legal and other professional fees and an increase of 14 0 million in travel and entertainment expenses due to higher activity levels These increases were partially offset by a decrease of 14 4 million in fund related expenses
Substantially all dividend income was generated by investments in nonconsolidated sponsored funds Gains losses on investments net consists primarily of realized and unrealized gains losses on equity securities measured at fair value
Investments held by the Company generated net gains of 57 6 million as compared to net gains of 39 5 million in the prior year primarily from assets invested for deferred compensation plans and investments in nonconsolidated funds and separate accounts partially offset by net losses from investments measured at cost adjusted for observable price changes
Equity method investees generated income of 137 5 million in fiscal year 2024 and 45 4 million in fiscal year 2023 The current year income was largely related to various global alternative and equity funds while the prior year income was largely related to various global alternative funds
Net foreign currency exchange losses decreased 6 8 million in fiscal year 2024 primarily due to the U S dollar weakening less in the current fiscal year against the Euro which resulted in lower foreign exchange losses on cash and cash equivalents denominated in U S dollars held by our European subsidiaries
Interest expense decreased 26 5 million in fiscal year 2024 primarily due to interest expense recognized in the prior year on our term loan that was terminated on July 25 2023 and lower accretion on Lexington deferred purchase consideration
Investment and other income loss of consolidated investment products net consists of investment gains losses on investments held by consolidated investment products CIPs and dividend and interest income Expenses of consolidated investment products primarily consists of fund related expenses including professional fees and other administrative expenses and interest expense Significant portions of the investment and other income of consolidated investment products net and expenses of consolidated investment products are offset in noncontrolling interests in our consolidated statements of income
Investments held by CIPs generated investment and other income of 149 9 million in fiscal year 2024 as compared to investment and other income of 115 8 million in fiscal year 2023 largely related to net investment gains losses on holdings of various equity fixed income funds and in the current year period multi asset funds
Our investments in sponsored funds include initial cash investments made in the course of launching mutual fund and other investment product offerings as well as investments for other business reasons The market conditions that impact our AUM similarly affect the investment income earned or losses incurred on our investments in sponsored funds
See Note 1 Significant Accounting Policies and Note 6 Investments in the notes to consolidated financial statements in Item 8 of Part II of this Annual Report for information on investment accounting classifications
Total cash and cash equivalents and investments includes 4 261 5 million maintained for operational activities including investments in sponsored funds and other products and 453 3 million necessary to comply with regulatory requirements
Total cash and cash equivalents and investments includes approximately 355 million attributable to employee owned and other third party investments made through partnerships which are offset in nonredeemable noncontrolling interests approximately 289 million of investments that are subject to long term repurchase agreements and other net financing arrangements and approximately 441 million of cash and investments related to deferred compensation plans
Our effective income tax rate for fiscal year 2024 was 26 2 as compared to 23 3 in fiscal year 2023 The rate increase in fiscal year 2024 was primarily due to the net impact of valuation allowances for capital losses an increase in foreign earnings and benefits in the prior year related to the release of tax reserves partially offset by activity of CIPs for which there is no related tax impact
Our effective income tax rate reflects the relative contributions of earnings in the jurisdictions in which we operate which have varying tax rates Changes in our pre tax income mix tax rates or tax legislation in such jurisdictions may affect our effective income tax rate and net income
As supplemental information we are providing performance measures for adjusted operating income adjusted operating margin adjusted net income and adjusted diluted earnings per share each of which is based on methodologies other than generally accepted accounting principles non GAAP measures Management believes these non GAAP measures are useful indicators of our financial performance and may be helpful to investors in evaluating our relative performance against industry peers
Adjusted operating income adjusted operating margin adjusted net income and adjusted diluted earnings per share are defined below followed by reconciliations of operating income operating margin net income attributable to Franklin Resources Inc and diluted earnings per share on a U S GAAP basis to these non GAAP measures Non GAAP measures should not be considered in isolation from or as substitutes for any financial information prepared in accordance with U S GAAP and may not be comparable to other similarly titled measures of other companies Additional reconciling items may be added in the future to these non GAAP measures if deemed appropriate
Sales and distribution fees and a portion of investment management fees allocated to cover sales distribution and marketing expenses paid to the financial advisers and other intermediaries who sell our funds on our behalf
In calculating our non GAAP measures we adjust for the impact of CIPs because it is not considered reflective of our underlying results of operations Acquisition related items and special termination benefits are excluded to facilitate comparability to other asset management firms We adjust for compensation and benefits expense related to funded deferred compensation plans because it is partially offset in other income expense net We adjust for compensation and benefits expense and net income loss attributable to redeemable noncontrolling interests to reflect the economics of certain profits interest arrangements Sales and distribution fees and a portion of investment management fees generally cover sales distribution and marketing expenses and therefore are excluded from adjusted operating revenues In addition when calculating adjusted net income and adjusted diluted earnings per share we exclude unrealized investment gains and losses included in investment and other income losses because the related investments are generally expected to be held long term
Net cash provided by operating activities decreased in fiscal year 2024 primarily due to lower net income adjusted for non cash items partially offset by lower net purchases of investments by CIPs Net cash used in investing activities decreased as compared to the prior year primarily due to lower cash paid for acquisitions in the current year lower net purchases of investments by collateralized loan obligations CLOs and net liquidations of our investments as compared to net purchases in the prior year partially offset by higher payments of deferred consideration liabilities in the current year Net cash provided by financing activities decreased as compared to the prior year primarily due to net payments on repurchase agreements in the current year as compared to net proceeds in the prior year and lower net subscriptions in CIPs by noncontrolling interest
The assets and liabilities of CIPs attributable to third party investors do not impact our liquidity and capital resources We have no right to the CIPs assets other than our direct equity investment in them and investment management and other fees earned from them The debt holders of the CIPs have no recourse to our assets beyond the level of our direct investment therefore we bear no other risks associated with the CIPs liabilities Accordingly the assets and liabilities of CIPs other than our direct investments in them are excluded from the amounts and discussion below
Liquid assets consist of cash and cash equivalents receivables and certain investments Cash and cash equivalents at September 30 2024 primarily consist of money market funds and deposits with financial institutions Liquid investments consist of investments in sponsored and other funds direct investments in redeemable CIPs other equity and debt securities and time deposits with maturities greater than three months
We utilize a significant portion of our liquid assets to satisfy operational and regulatory requirements and fund capital contributions to sponsored and other products Certain of our subsidiaries are required by our internal policy or regulation to maintain minimum levels of cash and or capital and may be restricted in their ability to transfer cash to their parent companies Should we require more capital than is available for use we could elect to reduce the level of discretionary activities such as share repurchases or investments in sponsored and other products we could raise capital through debt or equity issuances or utilize existing or new credit facilities These alternatives could result in increased interest expense decreased dividend or interest income or other dilution to our earnings
We believe that we can meet our present and reasonably foreseeable operating cash needs and future commitments through existing liquid assets continuing cash flows from operations amounts available under the credit facility discussed below the ability to issue debt or equity securities and borrowing capacity under our uncommitted commercial paper private placement program
In prior fiscal years we issued senior unsecured unsubordinated notes for general corporate purposes and to redeem outstanding notes At September 30 2024 Franklin s outstanding senior notes had an aggregate principal amount due of 1 600 0 million The notes have fixed interest rates from 1 600 to 2 950 with interest paid semi annually and have an aggregate carrying value inclusive of unamortized discounts and debt issuance costs of 1 586 9 million At September 30 2024 Legg Mason s outstanding senior notes had an aggregate principal amount due of 1 000 0 million The notes have fixed interest rates from 4 750 to 5 625 with interest paid semi annually and have an aggregate carrying value inclusive of unamortized premium of 1 193 4 million On July 15 2024 we repaid all of the outstanding 250 0 million 3 950 senior notes due July 2024 issued by Legg Mason at the principal amount plus accrued and unpaid interest of 4 9 million
The senior notes contain an optional redemption feature that allows us to redeem each series of notes prior to maturity in whole or in part at any time at a make whole redemption price The indentures governing the senior notes contain limitations on our ability and the ability of our subsidiaries to pledge voting stock or profit participating equity interests in our subsidiaries to secure other debt without similarly securing the notes equally and ratably In addition the indentures include requirements that must be met if we consolidate or merge with or sell all of our assets to another entity
contains a financial performance covenant requiring that the Company maintain a consolidated net leverage ratio measured as of the last day of each fiscal quarter of no greater than 3 25 to 1 00 This facility
Our ability to access the capital markets in a timely manner depends on a number of factors including our credit rating the condition of the global economy investors willingness to purchase our securities interest rates credit spreads and the valuation levels of equity markets If we are unable to access capital markets in a timely manner our business could be adversely impacted
We expect that our main uses of cash will be to invest in and grow our business including through acquisitions pay stockholder dividends invest in our products pay income taxes and expenses of the business enhance technology infrastructure and business processes repurchase shares of our common stock and repay and service debt While we expect to continue to repurchase shares to offset dilution from stock based compensation and expect to continue to repurchase shares opportunistically from time to time we will likely spend more of our post dividend free cash flow investing in our business including seed capital and acquiring resources to help grow our investment teams and operations
In the ordinary course of business we enter into contracts or purchase obligations with third parties whereby the third parties provide goods or services to or on behalf of the Company Purchase obligations include contractual amounts that will be due to purchase goods and services to be used in our operations and are recorded as liabilities in the consolidated financial statements when services are provided At September 30 2024 we had 1 080 7 million of purchase obligations
We typically declare cash dividends on a quarterly basis subject to approval by our Board of Directors We declared regular dividends of 1 24 per share 0 31 per share per quarter in fiscal year 2024 and of 1 20 per share 0 30 per share per quarter in fiscal year 2023 We currently expect to continue paying comparable regular dividends on a quarterly basis to holders of our common stock depending upon earnings and other relevant factors
We maintain a stock repurchase program to manage our equity capital with the objective of maximizing shareholder value Our stock repurchase program is effected through open market purchases and private transactions in accordance with applicable laws and regulations and is not subject to an expiration date The size and timing of these purchases will depend on business conditions price market and other factors including the terms of any 10b5 1 stock purchase plan that may be in effect at any given time During fiscal years 2024 and 2023 we repurchased 12 0 million and 9 6 million shares of our common stock at a cost of 274 4 million and 256 3 million In December 2023 our Board of Directors authorized the repurchase of up to an additional 27 2 million shares of our common stock 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 At September 30 2024 29 9 million shares remained available for repurchase under the authorization approved by our Board of Directors
While we have no legal or contractual obligation to do so we routinely make cash investments in the course of launching sponsored funds At September 30 2024 we had 227 0 million of committed capital contributions which relate to commitments to invest in sponsored funds and other investment products and entities including CIPs These unfunded commitments are not recorded in the consolidated balance sheet
On January 1 2024 we acquired Putnam from Great West for 31 6 million shares of our common stock cash consideration paid at closing of 221 7 million for investments and other purchase related amounts and deferred cash consideration of 100 0 million paid on July 1 2024 The cash consideration paid at closing and the deferred consideration payment was funded from existing cash In addition the Company will pay up to 375 0 million between the third and seventh anniversaries of the closing date related to revenue growth targets from the strategic partnership with Great West and its affiliates which will be recognized in operating income
On November 1 2023 we paid 60 8 million in deferred cash consideration related to our acquisition of Alcentra from existing cash On April 1 2024 we paid 400 0 million in deferred cash consideration related to our acquisition of Lexington from existing cash We expect to make an additional deferred cash payment related to our acquisition of Lexington of 100 0 million during the third quarter of fiscal year 2025 from existing cash and sources of liquidity
The funds that we manage have their own resources available for purposes of providing liquidity to meet shareholder redemptions including securities that can be sold or provided to investors as in kind redemptions and lines of credit Increased liquidity risks and redemptions have required and may continue to require increased cash in the form of loans or other lines of credit to help settle redemptions and for other related purposes While we have no legal or contractual obligation to do so we have in certain instances voluntarily elected to provide the funds with direct or indirect financial support based on our business objectives We did not provide financial or other support to our sponsored funds during fiscal year 2024 or 2023
Our consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America which require the use of estimates judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented These estimates judgments and assumptions are affected by our application of accounting policies Further concerns about the global economic outlook have adversely affected and may continue to adversely affect our business financial condition and results of operations including the estimates and assumptions made by management Actual results could differ from the estimates Described below are the accounting policies that we believe are most critical to understanding our financial position and results of operations For additional information about our accounting policies see Note 1 Significant Accounting Policies in the notes to consolidated financial statements in Item 8 of Part II of this Annual Report
We consolidate our subsidiaries and investment products in which we have a controlling financial interest We have a controlling financial interest when we own a majority of the voting interest in a voting interest entity VOE or are the primary beneficiary of a variable interest entity VIE
A VIE is an entity in which the equity investment holders have not contributed sufficient capital to finance its activities or do not have defined rights and obligations normally associated with an equity investment The assessment of whether an entity is a VIE or VOE involves judgment and analysis on a structure by structure basis When performing the assessment we consider factors such as the entity
s legal organization design and capital structure the rights of the equity investment holders and our contractual involvement with and ownership interest in the entity Our VIEs are primarily investment products and our variable interests consist of our equity ownership interests in and investment management fees earned from these products
s economic performance and the obligation to absorb losses of or right to receive benefits from the VIE that could potentially be significant to the VIE Investment management fees earned from VIEs are excluded from the primary beneficiary determination if they are deemed to be at market and commensurate with service The key assumption used in the analysis includes the amount of AUM These estimates and assumptions are subject to variability For example AUM is impacted by market volatility and the level of sales redemptions distributions to investors and reinvested distributions There is judgment involved in assessing whether we have the power to direct the activities that most significantly impact VIEs economic performance and the obligation to absorb losses of or right to receive benefits from VIEs that could potentially be significant to the VIEs As of September 30 2024 we were the primary beneficiary of 68 investment product VIEs
Business combinations are accounted for by recognizing the acquired assets including separately identifiable intangible assets and assumed liabilities at their acquisition date estimated fair values Any excess of the purchase consideration over the acquisition date fair values of these identifiable assets and liabilities is recognized as goodwill Determining the fair value of assets acquired and liabilities assumed involves the use of significant estimates and assumptions During the measurement period which is not to exceed one year from the acquisition date we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill Upon the conclusion of the measurement period any subsequent adjustments are recorded in earnings
Intangible assets acquired in business combinations consist primarily of investment management contracts and trade names The fair values of the acquired management contracts are based on the net present value 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 fair value of trade names is determined using the relief from royalty method based on net present value of estimated future cash flows which include significant assumptions about royalty rate revenue growth rate discount rate and effective tax rate Our estimates are based on assumptions believed to be reasonable but are inherently uncertain and unpredictable and as a result may differ from actual results
Our management contract intangible assets are amortized over their estimated useful lives which range from three to sixteen years using the straight line method unless the asset is determined to have an indefinite useful life as there is no foreseeable limit on the contract period Trade names are amortized over their estimated useful lives which range from five to twenty years using the straight line method
Goodwill and 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 related reporting unit or indefinite lived intangible asset below its carrying value We have one reporting unit investment management and related services consistent with our single operating segment to which all goodwill has been assigned We make significant estimates and assumptions when evaluating goodwill and other intangible assets for impairment
We may first assess goodwill and indefinite lived intangible assets using qualitative factors to determine whether it is necessary to perform a quantitative impairment test The qualitative analysis considers entity specific and macroeconomic factors and their potential impact on key assumptions used in the determination of the fair value of the reporting unit or indefinite lived intangible asset A quantitative impairment test is performed if the results of the qualitative assessment indicate that it is more likely than not that the fair value of the reporting unit is less than its carrying value or an indefinite lived intangible asset is impaired or if a qualitative assessment is not performed Quantitative tests compare the fair value of the asset to its carrying value
The fair values of the reporting unit and indefinite lived intangible assets are based on the net present value of estimated future cash flows which include significant assumptions about the AUM growth rate pre tax profit margin discount rate average effective fee rate and effective tax rate The most relevant of these assumptions to the determination of estimated fair value are the AUM growth rate pre tax profit margin and the discount rate
We performed a qualitative annual impairment test for goodwill and all indefinite lived intangible assets as of August 1 2024 and concluded it was more likely than not that the fair values of the reporting unit and the indefinite lived intangible assets exceed their carrying values
We subsequently monitored market conditions and their potential impact on the assumptions used in the annual assessment to determine whether circumstances had changed that would more likely than not reduce the fair value of the reporting unit below its carrying value or indicate that the other indefinite lived intangible assets might be impaired We considered among other things changes in our AUM and weighted average cost of capital by assessing whether these changes would impact the reasonableness of our impairment assessment as of August 1 2024 We also monitored fluctuations of our common stock per share price to evaluate our market capitalization relative to the reporting unit as a whole
On August 21 2024 the Company and WAM announced developments in ongoing investigations into certain past trading activity at WAM by the SEC and U S Department of Justice after which we experienced accelerated net outflows from certain WAM managed mutual funds Following these developments and as part of our ongoing year end review of intangible assets we determined it no longer was more likely than not that the fair value exceeded the carrying value of indefinite lived intangible asset related to certain mutual fund contracts managed by WAM On September 30 2024 we performed a quantitative impairment test for this intangible asset and recognized a 389 2 million impairment primarily due to decreased AUM resulting from current and projected net client outflows and lower discounted future cash flows generated from these management contracts The most relevant assumptions used in the test are the AUM growth rates and the discount rate The AUM growth rates used in the analysis ranged from 19 to 4 over the forecast period and the discount rate used was 13 0 The impairment does not impact our liquidity or capital resources
We performed a sensitivity analysis over the critical assumptions used in the impairment test An increase or decrease in the AUM growth rate of 100 basis points would result in a change in the impairment charge of approximately 40 million or 50 million An increase or a decrease of 50 basis points in the discount rate would result in a change of approximately 40 million or 30 million in the impairment amount
Subsequent to August 1 2024 there were no impairments of goodwill or indefinite lived assets other than the identified impairment above as no events occurred or circumstances changed that would indicate these assets might be impaired
We test definite lived intangible assets for impairment quarterly Impairment is indicated when the carrying value of an asset is not recoverable and exceeds its fair value Recoverability is evaluated based on estimated undiscounted future cash flows using assumptions about the AUM growth rate pre tax profit margin average effective fee rate and expected useful life We also use a royalty rate for trade name intangible assets The most relevant of these assumptions to determine future cash flows is the AUM growth rate If the carrying value of an asset is not recoverable through undiscounted cash flows impairment is recognized in the amount by which the carrying value exceeds the asset s fair value as determined by discounted cash flows or other methods as appropriate for the asset type Due to accelerated net outflows in certain WAM managed accounts the Company revised the remaining useful life of the related definite lived intangible asset resulting in a cumulative weighted average remaining useful life of 5 8 years for all definite lived intangible assets as of September 30 2024 There were no impairments of definite lived intangible assets during fiscal year 2024
While we believe that the assumptions used to estimate fair value in our impairment tests are reasonable and appropriate future changes in the assumptions or occurrence of future events could result in recognition of additional impairment Such events may include but are not limited to the impact of the global economic environment on the Company s AUM other material negative changes in AUM and related fees or a significant and sustained decline in our stock price
Our investments are primarily recorded at fair value or amounts that approximate fair value on a recurring basis We use a three level fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value based on whether the inputs to those valuation techniques are observable or unobservable The assessment of the hierarchy level of the assets or liabilities measured at fair value is determined based on the lowest level input that is significant to the fair value measurement in its entirety See Note 1 Significant Accounting Policies in the notes to consolidated financial statements in Item 8 of Part II of this Annual Report for more information on the fair value hierarchy
consist primarily of investments in nonconsolidated sponsored funds and to a lesser extent separate accounts Changes in the fair value of the investments are recognized as gains and losses in earnings The fair values of fund products are determined based on their published NAV or estimated using NAV as a practical expedient The fair values of the underlying investments in the separate accounts are determined using quoted market prices or independent third party broker or dealer price quotes if quoted market prices are not available
consist primarily of investments in sponsored funds related to certain compensation plans that have certain vesting provisions Changes in fair value are recognized as gains and losses in earnings The fair values of the investments are determined based on the fund products published NAV or estimated using NAV as a practical expedient
consist of other equity and debt securities carried at fair value Changes in the fair value are recognized as gains and losses in earnings The fair values of equity securities excluding fund products and debt securities are determined using independent third party broker or dealer price quotes or based on either a market based or income based approach using significant unobservable inputs The fair values of fund products are determined based on their published NAV or estimated using NAV as a practical expedient
consist of marketable debt and equity securities and other investments that are not generally traded in active markets Changes in the fair value of the investments are recognized as gains and losses in earnings The fair values of marketable securities are determined using quoted market prices or independent third party broker or dealer price quotes if quoted market prices are not available The investments that are not generally traded in active markets consist of loans other equity and debt securities of entities in emerging markets fund products and real estate The fair values are determined using significant unobservable inputs in either a market based or income based approach except for fund products for which fair values are estimated using NAV as a practical expedient
consist of third party equity interests in CIPs and minority interests in certain subsidiaries Noncontrolling interests that are redeemable or convertible for cash or other assets at the option of the noncontrolling interest holders and are classified as temporary equity at fair value except when the fair value is less than the issuance date fair value the reported amount is the issuance date fair value Changes in fair value of redeemable noncontrolling interest is recognized as an adjustment to retained earnings Nonredeemable noncontrolling interests do not permit the noncontrolling interest holders to request settlement are reported at their issuance value and undistributed net income loss attributable to noncontrolling interests
The fair value of third party equity interests in CIPs are determined based on the published NAV or estimated using NAV a practical expedient The fair values of redeemable noncontrolling interests related to minority interest in certain subsidiaries are determined using discounted cash flows and guideline public company methods which include significant assumptions about forecasts of the AUM growth rate pre tax profit margin discount rate and public company earnings multiples
We earn revenue primarily from providing investment management and related services to our customers which are generally investment products or investors in separate accounts Related services include fund administration sales and distribution and shareholder servicing Revenues are recognized when our obligations related to the services are satisfied and it is probable that a significant reversal of the revenue amount would not occur in future periods The obligations are satisfied over time as the services are rendered except for the sales and distribution obligations for the sale of shares of sponsored funds which are satisfied on trade date Multiple services included in customer contracts are accounted for separately when the obligations are determined to be distinct
Fees from providing investment management and fund administration services investment management fees other than performance based investment management fees are determined based on a percentage of AUM primarily on a monthly basis using daily average AUM and are recognized as the services are performed over time Performance based investment management fees are generated when investment products performance exceeds targets established in customer contracts These fees are recognized when significant reversal of the amount is no longer probable and may relate to investment management services that were provided in prior periods
Sales and distribution fees primarily consist of upfront sales commissions and ongoing distribution fees Sales commissions are based on contractual rates for sales of certain classes of sponsored funds and are recognized on trade date Distribution service fees are determined based on a percentage of AUM primarily on a monthly basis using daily average AUM As the fee amounts are uncertain on trade date they are recognized over time as the amounts become known and may relate to sales and distribution services provided in prior periods
AUM is generally based on the fair value of the underlying securities held by investment products and is calculated using fair value methods derived primarily from unadjusted quoted market prices unadjusted independent third party broker or dealer price quotes in active markets or market prices or price quotes adjusted for observable price movements after the close of the primary market The fair values of securities for which market prices are not readily available are valued internally using various methodologies which incorporate significant unobservable inputs as appropriate for each security type Pricing of the securities is governed by our global valuation and pricing policy which defines valuation and pricing conventions for each security type including practices for responding to unexpected or unusual market events
Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and the reported amounts in the consolidated financial statements using the statutory tax rates in effect for the year when the reported amount of the asset or liability is expected to be recovered or settled respectively The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income tax expense in the period that includes the enactment date A valuation allowance is recorded to reduce the carrying values of deferred tax assets to the amount that is more likely than not to be realized In assessing whether a valuation allowance should be established against a deferred income tax asset we consider all positive and negative evidence which includes timing of expiration projected sources of taxable income limitations on utilization under the statute and the effectiveness of prudent and feasible tax planning strategies among other factors For each tax position taken or expected to be taken in a tax return we utilize significant judgment related to the range of possible favorable or unfavorable outcomes to determine whether it is more likely than not that the position will be sustained upon examination based on the technical merits of the position including resolution of any related appeals or litigation A tax position that meets the more likely than not recognition threshold is measured at the largest amount of benefit that is greater than 50 likely of being realized upon settlement
We operate in numerous countries states and other taxing jurisdictions The income tax laws are complex and subject to different interpretations by the taxpayer and the relevant taxing authorities Significant judgment is required in the determination of our annual income tax provisions which includes the assessment of deferred tax assets and uncertain tax positions as well as the interpretation and application of existing and newly enacted tax laws regulation changes and new judicial rulings We repatriate foreign earnings that are in excess of regulatory capital or operational requirements of all of our non U S subsidiaries
It is possible that actual results will vary from those recognized in our consolidated financial statements due to changes in the interpretation of applicable guidance or as a result of examinations by taxing authorities
We are involved in various lawsuits and claims encountered in the normal course of business When such a matter arises and periodically thereafter we consult with our legal counsel and evaluate the merits of the claims based on the facts available at that time In management s opinion an adequate accrual has been made as of September 30 2024 to provide for any probable losses that may arise from such matters for which we could reasonably estimate an amount See also Note 16 Commitments and Contingencies in the notes to consolidated financial statements in Item 8 of Part II of this Annual Report
In the normal course of business our financial position is subject to market risk including but not limited to potential loss due to changes in the value of financial instruments including those resulting from adverse changes in interest rates foreign currency exchange rates and market valuation Financial instruments include but are not limited to investment securities and debt obligations Management is responsible for managing market risk Our Enterprise Risk Management Committee is responsible for providing a framework to assist management to identify assess and manage market and other risks
Our market risk from assets and liabilities of CIPs is limited to that of our direct equity investments in them and investment management fees earned from them Accordingly the assets and liabilities of CIPs are excluded from the discussion below
We are exposed to market risk through our investment management and distribution fees which are generally calculated as a percentage of AUM Changes in market prices interest rates credit spreads foreign exchange rates or a combination of these factors could cause the value of AUM to decline which would result in lower investment management and distribution fees Our exposure to these risks is reduced as we sponsor a broad range of investment products in various global jurisdictions which serves to mitigate the impact of changes in any particular market or region
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 fees excluding performance based investment management fees and asset based distribution fee revenues Such a change for the fiscal year ended September 30 2024 would have resulted in an increase or decrease in operating revenues of 756 7 million
We are exposed to changes in interest rates primarily through our investments in funds that invest in debt securities which were 2 495 0 million at September 30 2024 Our exposure to interest rate risks from these investments is mitigated by the low average duration exposure and a broad range of products in various global jurisdictions We had no exposure to changes in interest rates from debt obligations at September 30 2024 as all of our outstanding debt was issued at fixed rates
As of September 30 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 Based on our analysis we do not expect that such a change would have a material impact on our earnings in the next 12 months
We are subject to foreign currency exchange risk through our international operations While the majority of our revenues are earned in the U S we also provide services and earn revenue in international jurisdictions Our exposure to foreign currency exchange risk is reduced in relation to our results of operations since a significant portion of these revenues is denominated in U S dollars This situation may change in the future as our business continues to grow outside the U S and expenses incurred denominated in foreign currencies increase
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 Indian Rupee Euro Pound Sterling and Australian dollar These assets accounted for 25 of the total cash and cash equivalents and investments at September 30 2024
A 10 weakening of the U S dollar against the various foreign currencies to which we had exposure as described above would result in corresponding 10 increases in the U S dollar values of the foreign currency assets and 10 decreases in the foreign currency values of the U S dollar assets Such a weakening as of September 30 2024 would result in a 109 1 million decrease in accumulated other comprehensive loss and a 6 6 million increase in pre tax earnings We generally do not use derivative financial instruments to manage foreign currency exchange risk exposure As a result both positive and negative currency fluctuations against the U S dollar may affect our results of operations and accumulated other comprehensive income loss
We are exposed to market valuation risks related to securities we hold that are carried at fair value To mitigate the risks we maintain a diversified investment portfolio and from time to time we may enter into derivative agreements
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 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 191 9 million increase or decrease in our pre tax earnings
The management of Franklin Resources Inc and its consolidated subsidiaries the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company The Company s internal control over financial reporting is a process designed under the supervision of the Company s principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company s financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America
The 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 accounting principles generally accepted in the United States of America and that receipts and expenditures of the Company are being made only in accordance with authorizations of 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
Because of its inherent limitations internal control over financial reporting may not prevent or detect misstatements Also projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
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
Management assessed the effectiveness of the Company s internal control over financial reporting as of September 30 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 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 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 2024
We have audited the accompanying consolidated balance sheets of Franklin Resources Inc and its subsidiaries the Company as of September 30 2024 and 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 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 2024 based on criteria established in
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 2024 and 2023 and the results of its operations and its cash flows for each of the three years in the period ended September 30 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 2024 based on criteria established in
The Company s management is responsible for these consolidated financial statements for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management s Report on Internal Control over Financial Reporting Our responsibility is to express opinions on the Company s consolidated financial statements and on the Company s internal control over financial reporting based on our audits We are a public accounting firm registered with the Public Company Accounting Oversight Board United States PCAOB and are required to be independent with respect to the Company in accordance with the U S federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB
We conducted our audits in accordance with the standards of the PCAOB Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement whether due to error or fraud and whether effective internal control over financial reporting was maintained in all material respects
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements whether due to error or fraud and performing procedures that respond to those risks Such procedures included examining on a test basis evidence regarding the amounts and disclosures in the consolidated financial statements Our audits also included evaluating the accounting principles used and significant estimates made by management as well as evaluating the overall presentation of the consolidated financial statements Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk Our audits also included performing such other procedures as we considered necessary in the circumstances We believe that our audits provide a reasonable basis for our opinions
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
A company s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles 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 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
Because of its inherent limitations internal control over financial reporting may not prevent or detect misstatements Also projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that i 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 matters below providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate
As described in Notes 1 and 14 to the consolidated financial statements the Company had gross deferred tax assets of 1 131 6 million as of September 30 2024 reduced by a 290 5 million valuation allowance Management 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 In assessing whether a valuation allowance should be established against a deferred income tax asset management considers all positive and negative evidence which includes timing of expiration projected sources of taxable income limitations on utilization under the statute and effectiveness of prudent and feasible tax planning strategies
The principal considerations for our determination that performing procedures relating to the realizability of deferred tax assets is a critical audit matter are i the significant judgment by management when assessing the realizability of deferred tax assets and ii a high degree of auditor judgment subjectivity and effort in performing procedures and evaluating audit evidence relating to management s assessment of the realizability of deferred tax assets and 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
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 realizability of deferred tax assets including controls over the completeness and accuracy of data relevant to the analysis determination of projected sources of taxable income and expected utilization of deferred tax assets These procedures also included among 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 underlying data used in management s assessment of the realizability of deferred tax assets
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 Intangible assets acquired in business combinations consist primarily of investment management contracts and trade names 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
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
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
Franklin is a holding company with subsidiaries operating under its Franklin Templeton and or subsidiary brand names The Company provides investment management and related services to investors in jurisdictions worldwide through investment products which include sponsored funds as well as institutional and high net worth separate accounts retail separately managed account programs sub advised products and other investment vehicles The Company s related services include fund administration sales and distribution and shareholder servicing
The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America which require the use of estimates judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented Management believes that the accounting estimates are appropriate and the resulting balances are reasonable however due to the inherent uncertainties in making estimates actual amounts may differ from these estimates
During the quarter ended March 31 2024 the Company identified that it did not eliminate the investment income from certain consolidated limited partnerships for the fiscal year ended September 30 2023 fiscal year 2023 resulting in offsetting adjustments to investment and other income net and net income attributable to nonredeemable noncontrolling interest The Company is not entitled to the economic returns associated with the underlying investments held by these limited partnerships
There is no impact on operating income net income attributable to Franklin Resources Inc earnings per share total assets total liabilities retained earnings or total shareholders equity There is no impact on the financial results attributable to the Company s shareholders The Company has determined this did not result in a material misstatement to its previously issued consolidated financial statements For comparability the Company has 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
The consolidated financial statements include the accounts of Franklin and its subsidiaries and consolidated investment products CIPs in which it has a controlling financial interest The Company has a controlling financial interest when it owns a majority of the voting interest in a voting interest entity VOE or is the primary beneficiary of a variable interest entity VIE Intercompany accounts and transactions have been eliminated
A VIE is an entity in which the equity investment holders have not contributed sufficient capital to finance its activities or do not have defined rights and obligations normally associated with an equity investment The Company
s economic performance and the obligation to absorb losses of or right to receive benefits from the VIE that could potentially be significant to the VIE Investment management fees earned from VIEs are excluded from the primary beneficiary determination if they are deemed to be at market and commensurate with service
s participating securities consist of its nonvested stock and stock unit awards that contain nonforfeitable rights to dividends or dividend equivalents Basic earnings per share is computed by dividing net income available to the Company
s common stockholders adjusted to exclude earnings allocated to participating securities by the weighted average number of shares of common stock outstanding during the period Diluted earnings per share is computed on the basis of the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period
are accounted for by recognizing the acquired assets including separately identifiable intangible assets and assumed liabilities at their acquisition date estimated fair values Any excess of the purchase consideration over the acquisition date fair values of these identifiable assets and liabilities is recognized as goodwill During the measurement period which is not to exceed one year from the acquisition date the Company may record adjustments to the assets acquired and liabilities assumed due to new information about facts that existed as of the acquisition date with the corresponding offset to goodwill Upon the conclusion of the measurement period any subsequent adjustments are recorded in earnings
Intangible assets acquired in business combinations consist primarily of investment management contracts and trade names The fair values of the acquired management contracts are based on the net present value of estimated future cash flows attributable to the contracts which include significant assumptions about forecasts of the AUM growth rate pre tax profit margin discount rate average effective fee rate and effective tax rate The fair value of trade names is determined using the relief from royalty method based on net present value of estimated future cash flows which include significant assumptions about royalty rate revenue growth rate discount rate and effective tax rate The management contract intangible assets are amortized over their estimated useful lives which range from three to 16 years using the straight line method unless the asset is determined to have an indefinite useful life Indefinite lived intangible assets represent contracts to manage investment assets for which there is no foreseeable limit on the contract period Trade names intangible assets are amortized over their estimated useful lives which range from five to twenty years using the straight line method Amortization and impairment are recognized in general administrative and other expenses
Goodwill and indefinite lived intangible assets are tested for impairment annually as of August 1 and when an event occurs or circumstances change that more likely than not reduce the fair value of the related reporting unit or indefinite lived intangible asset below its carrying value The Company has one reporting unit investment management and related services consistent with its single operating segment to which all goodwill has been assigned
Goodwill and indefinite lived intangible assets may first be assessed for qualitative factors to determine whether it is necessary to perform a quantitative impairment test The qualitative analysis considers entity specific and macroeconomic factors and their potential impact on the key assumptions used in the determination of the fair value of the reporting unit or indefinite lived intangible asset A quantitative impairment test is performed if the results of the qualitative assessment indicate that it is more likely than not that the fair value of the reporting unit is less than its carrying value or an indefinite lived intangible asset is impaired or if a qualitative assessment is not performed
The fair values of the reporting unit and indefinite lived intangible assets are based on the net present value of estimated future cash flows which include assumptions about the AUM growth rate pre tax profit margin discount rate
If a quantitative goodwill impairment test indicates that the carrying value of the reporting unit exceeds its fair value impairment is recognized in the amount of the difference in values not to exceed the total amount of goodwill allocated to the reporting unit
If a quantitative indefinite lived intangible assets impairment test indicates that the carrying value of the asset exceeds the fair value impairment is recognized in the amount of the difference in values
Definite lived intangible assets are tested for impairment quarterly Impairment is indicated when the carrying value of an asset is not recoverable and exceeds its fair value Recoverability is evaluated based on estimated undiscounted future cash flows using assumptions about the AUM growth rate pre tax profit margin average effective fee rate and expected useful lives as well as royalty rate for trade names intangible assets If the carrying value of an asset is not recoverable through undiscounted cash flows impairment is recognized in the amount by which the carrying value exceeds the asset s fair value as determined by discounted cash flows or other methods as appropriate for the asset type
The Company uses a three level fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value based on whether the inputs to those valuation techniques are observable or unobservable The three levels of fair value hierarchy are set forth below The assessment of the hierarchy level of the assets or liabilities measured at fair value is determined based on the lowest level input that is significant to the fair value measurement in its entirety
Observable inputs other than Level 1 quoted prices such as non binding quoted prices for similar assets or liabilities in active markets quoted prices for identical or similar assets or liabilities in inactive markets or model based valuation methodologies that utilize significant assumptions that are observable or corroborated by observable market data
Unobservable inputs that are supported by little or no market activity These inputs require significant management judgment and reflect the Company s estimation of assumptions that market participants would use in pricing the asset or liability
Quoted market prices may be adjusted if events occur such as global market fluctuations issuer specific news economic and geopolitical events natural disasters and governmental actions A pricing vendor is engaged to provide a valuation factor which represents an estimate as to how much a specific investment value would have changed between the time that the investment stopped trading in its local market and the time that the fund s NAV was determined The price adjustments are primarily determined based on third party factors derived from model based valuation techniques for which the significant assumptions are observable in the market
The Company s investments are primarily recorded at fair value or amounts that approximate fair value on a recurring basis Investments in fund products for which fair value is estimated using NAV as a practical expedient when the NAV is available to the Company as an investor but is not publicly available are not classified in the fair value hierarchy Fair values are estimated for disclosure purposes for financial instruments that are not measured at fair value
primarily consist of nonconsolidated sponsored money market funds and deposits with financial institutions and are carried at cost Due to the short term nature and liquidity of these financial instruments their carrying values approximate fair value
The Company maintains cash and cash equivalents with financial institutions in various countries limits the amount of credit exposure with any given financial institution and conducts ongoing evaluations of the creditworthiness of the financial institutions with which it does business
consist primarily of fees receivable from investment products and are carried at invoiced amounts Due to the short term nature and liquidity of the receivables their carrying values approximate fair value
consist of investments in sponsored funds and separate accounts investments related to long term incentive plans other equity and debt securities investments in equity method investees and other investments
consist primarily of nonconsolidated sponsored funds and to a lesser extent separate accounts Sponsored funds and separate accounts are carried at fair value with changes in the fair value recognized as gains and losses in earnings The fair values of fund products are determined based on their published NAV or estimated using NAV as a practical expedient The fair values of the underlying investments of the separate accounts are determined using quoted market prices or independent third party broker or dealer price quotes if quoted market prices are not available
consist primarily of investments in sponsored funds related to certain compensation plans that have vesting provision and are carried at fair value Changes in fair value are recognized as gains and losses in earnings The fair values of the investments are determined based on the sponsored funds published NAV or estimated using NAV as a practical expedient
consist of equity and debt securities carried at fair value Changes in the fair value of equity securities other than fund products are recognized as gains and losses in earnings The fair values of equity and debt securities are determined using independent third party broker or dealer price quotes or based on either a market based or income based approach using significant unobservable inputs The fair values of fund products are determined based on their published NAV or estimated using NAV as a practical expedient
consist of equity investments in entities including sponsored funds over which the Company is able to exercise significant influence but not control Significant influence is generally considered to exist when the Company
s board of directors and the impact of commercial arrangements are also considered in determining whether the equity method of accounting is appropriate Investments in limited partnerships and limited liability companies are accounted for using the equity method when the Company
consist of equity investments in entities over which the Company is unable to exercise significant influence and do not have a readily determinable fair value and time deposits with maturities greater than three months from the date of purchase The equity investments are measured at cost adjusted for observable price changes and impairment if any which are recognized in earnings The fair value of the entities is generally estimated using significant unobservable inputs in either a market based or income based approach The time deposits are carried at cost which approximates fair value due to their short term nature and liquidity
Investments in equity method investees and equity investments that do not have a readily determinable fair value are evaluated for impairment on a quarterly basis The evaluation of equity investments considers qualitative factors including the financial condition and specific events related to an investee that may indicate the fair value of the investment is less than its carrying value Impairment of equity securities is recognized in earnings
consist of highly liquid investments including money market funds which are readily convertible into cash and deposits with financial institutions and are carried at cost Due to the short term nature and liquidity of these financial instruments their carrying values approximate fair value
consist of investment and share transaction related receivables and are carried at transacted amounts Due to the short term nature and liquidity of the receivables their carrying values approximate fair value
consist of marketable debt and equity securities and other investments that are not generally traded in active markets and are carried at fair value Changes in the fair value of the investments are recognized as gains and losses in earnings The fair values of marketable securities are determined using quoted market prices or independent third party broker or dealer price quotes if quoted market prices are not available
The investments that are not generally traded in active markets consist of equity and debt securities of entities in emerging markets fund products other equity and debt instruments and loans The fair values are determined using significant unobservable inputs in either a market based or income based approach except for fund products for which fair values are estimated using NAV as a practical expedient
are recorded at cost and depreciated using the straight line method over their estimated useful lives which range from three to 35 years Expenditures for repairs and maintenance are charged to expense when
Internal and external costs incurred in connection with developing or obtaining software for internal use are capitalized and amortized over the shorter of the estimated useful lives of the software or the license terms beginning when the software project is complete and the application is put into production
Property and equipment are tested for impairment when there is an indication that the carrying value of an asset may not be recoverable Carrying values are not recoverable when the undiscounted cash flows estimated to be generated by the assets are less than their carrying values When an asset is determined to not be recoverable the impairment is measured based on the excess if any of the carrying value of the asset over its respective fair value Fair value is determined by discounted future cash flows models appraisals or other applicable methods
consist primarily of operating leases relating to real estate At the inception of a contract the Company determines whether it is or contains a lease which includes consideration of whether there are identified assets in the contract and if the Company has control over such assets Right of use ROU assets and lease liabilities are recognized for all arrangements that qualify as a lease except for those with original lease terms of twelve months or less
ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments using an incremental borrowing rate estimated on a collateralized basis with similar terms for the specific interest rate environment Leases with fixed payments are expensed on a straight line basis over the lease term Variable lease payments based on usage changes in an index or market rate are expensed as incurred The lease terms include options to extend or terminate the lease when it is reasonably certain they will be exercised
consists of senior notes which are carried at amortized cost The fair value is estimated using quoted market prices independent third party broker or dealer price quotes or prices of publicly traded debt with similar maturities credit risk and interest rates Amortization of debt premium and discount are recognized over the terms of the notes in interest expense
is carried at amortized cost The fair value is estimated using a discounted cash flow model that considers current interest rate levels the quality of the underlying collateral and current economic conditions Debt of CIPs also included debt of consolidated collateralized loan obligations CLOs which is measured primarily based on the fair value of the assets of the CLOs less the fair value of the Company s own economic interests in the CLOs
that are redeemable or convertible for cash or other assets at the option of the holder are classified as temporary equity at the higher of fair value on reporting date or issuance date fair value Changes in fair value of redeemable noncontrolling interest is recognized as an adjustment to retained earnings Nonredeemable noncontrolling interests are classified as a component of equity Net income loss attributable to third party investors is reflected as net income loss attributable to nonredeemable and redeemable noncontrolling interests in the consolidated statements of income Subscriptions and redemptions of shares of CIPs by third party investors are a component of the change in noncontrolling interests included in financing activities in the consolidated statements of cash flows
The fair values of third party equity interests in CIPs are determined based on the published NAV or estimated using NAV a practical expedient The fair values of redeemable noncontrolling interests related to minority interest in certain subsidiaries are determined using discounted cash flows and guideline public company methods which include significant assumptions about forecasts of the AUM growth rate pre tax profit margin discount rate and public company earnings multiples
The Company earns revenue primarily from providing investment management and related services to its customers which are generally investment products or investors in separate accounts Related services include fund administration sales and distribution and shareholder servicing Revenues are recognized when the Company s obligations related to the services are satisfied and it is probable that a significant reversal of the revenue amount would not occur in future periods The obligations are satisfied over time as the services are rendered except for the sales and distribution
obligations for the sale of shares of sponsored funds which are satisfied on trade date Multiple services included in customer contracts are accounted for separately when the obligations are determined to be distinct
Fees from providing investment management and fund administration services investment management fees other than performance based investment management fees are determined based on a percentage of AUM primarily on a monthly basis using daily average AUM and are recognized as the services are performed over time Performance based investment management fees are generally generated when investment products performance exceeds targets established in customer contracts These fees are recognized when the amount is no longer probable of significant reversal and may relate to investment management services that were provided in prior periods
Sales and distribution fees primarily consist of upfront sales commissions and ongoing distribution fees Sales commissions are based on contractual rates for sales of certain classes of sponsored funds and are recognized on trade date Distribution service fees are determined based on a percentage of AUM primarily on a monthly basis using daily average AUM As the fee amounts are uncertain on trade date they are recognized over time as the amounts become known and may relate to sales and distribution services provided in prior periods
Shareholder servicing fees are primarily determined based on a contractual margin or a percentage of AUM on a monthly basis using daily average AUM and either the number of transactions in shareholder accounts or the number of shareholder accounts while fees from certain investment products are based only on AUM The fees are recognized as the services are performed over time
AUM is generally based on the fair value of the underlying securities held by investment products and is calculated using fair value methods derived primarily from unadjusted quoted market prices unadjusted independent third party broker or dealer price quotes in active markets or market prices or price quotes adjusted for observable price movements after the close of the primary market in accordance with the Company s global valuation and pricing policy The fair values of securities for which market prices are not readily available are valued internally using various methodologies which incorporate significant unobservable inputs as appropriate for each security type and represent an insignificant percentage of total AUM
s common stock and is amortized to compensation expense on a straight line basis over the related vesting period which is generally three years Expense relating to awards subject to performance conditions is recognized if it is probable that the conditions will be achieved The probability of achievement is assessed on a quarterly basis Forfeitures are accounted for as they occur The fair value of cash settled phantom stock awards is amortized to compensation expense on a straight line basis over the related vesting period which is generally four years and the related liability is carried at fair value
Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and the reported amounts in the consolidated financial statements using the statutory tax rates in effect for the year when the reported amount of the asset or liability is expected to be recovered or settled respectively The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income tax expense in the period that includes the enactment date A valuation allowance is recorded to reduce the carrying values of deferred tax assets to the amount that is more likely than not to be realized In assessing whether a valuation allowance should be established against a deferred income tax asset the Company considers all positive and negative evidence which includes timing of expiration projected sources of taxable income limitations on utilization under the statute and the effectiveness of prudent and feasible tax planning strategies among other factors For each tax position taken or expected to be taken in a tax return the Company utilizes significant judgment related to the range of possible favorable or unfavorable outcomes to determine whether it is more likely than not that the position will be sustained upon examination based on the technical merits of the position including resolution of any related appeals or litigation A tax position that meets the more likely than not recognition threshold is measured at the largest amount of benefit that is greater than 50 likely of being realized upon settlement Interest on tax matters is recognized in interest expense and penalties in other operating expenses
The Company operates in numerous countries states and other taxing jurisdictions The income tax laws are complex and subject to different interpretations by the taxpayer and the relevant taxing authorities Significant judgment is required in the determination of the Company s annual income tax provisions which includes the assessment of deferred tax assets and uncertain tax positions as well as the interpretation and application of existing and newly enacted tax laws regulation changes and new judicial rulings The Company repatriates foreign earnings that are in excess of regulatory capital or operational requirements of all of its non U S subsidiaries
Assets and liabilities of non U S subsidiaries for which the local currency is the functional currency are translated at current exchange rates as of the end of the reporting period The related revenues and expenses are translated at average exchange rates in effect during the period Net exchange gains and losses resulting from translation are excluded from income and are recorded as part of accumulated other comprehensive income loss Transactions denominated in a foreign currency are revalued at the current exchange rate at the transaction date and any related gains and losses are recognized in earnings
In November 2023 the Financial Accounting Standards Board FASB issued an amendment to the existing segment reporting guidance The amendment requires annual and interim disclosures of significant segment expenses that are regularly provided to the chief operating decision maker by reportable segment and clarifies that single reportable segment entities are required to apply all existing segment disclosures in the guidance The amendment is effective for the Company on October 1 2024 and is retrospectively applicable to all prior periods presented in its consolidated financial statements The Company does not expect the additional disclosure requirements will have a material impact on its consolidated financial statements
In December 2023 the FASB issued an amendment to the existing income taxes guidance The amendment requires the disclosure of additional information with respect to the reconciliation of the effective tax rate to the statutory rate for federal state and foreign income taxes and requires greater detail about significant reconciling items in the reconciliation Additionally the amendment requires disaggregated information pertaining to taxes paid net of refunds received for federal state and foreign income taxes The amendment allows for either a prospective or retrospective approach on adoption and is effective for the Company on October 1 2025 The Company is currently evaluating the impact that the adoption will have on its consolidated financial statements and has not yet determined its transition approach
In November 2024 the FASB issued new guidance requiring disclosures of additional information and disaggregation of certain expenses included in the income statement The guidance is effective for the Company on October 1 2027 and allows for either a prospective or retrospective approach on adoption The Company is currently evaluating the impact that the adoption will have on its financial statements and has not yet determined its transition approach
shares of its common stock cash consideration paid at closing of 221 7 million for investments and other purchase related amounts and deferred cash consideration of 100 0 million paid on July 1 2024 The cash consideration paid at closing and the deferred cash consideration were funded from existing cash See below for a summary of the total purchase consideration transferred at closing
Great West became a long term shareholder of the Company with an approximate 6 0 stake in the common stock of the Company as of the acquisition date Shares representing 4 9 of the Company s outstanding Common Stock at closing are subject to a five year lock up The remaining shares were subject to a 180 day lock up following the date of closing which has expired
The acquisition of Putnam accelerates the Company s growth in the retirement sector by increasing the amount of the Company s defined contribution AUM Additionally the acquisition expands the Company s insurance assets further strengthening its presence in these key market segments to better serve clients
The following table summarizes the initial and revised estimated fair value amounts recognized for the assets acquired and liabilities assumed and resulting goodwill as of the acquisition date The issuance of common stock consideration represents a non cash financing activity related to the statement of cash flows
The adjustments to the initial estimated fair values are primarily a result of new information obtained about facts that existed as of the acquisition date The purchase price allocation is preliminary and subject to change during the measurement period which is not to exceed one year from the acquisition date At this time the Company does not expect material changes to the assets acquired or liabilities assumed
The goodwill is primarily attributable to expected growth opportunities from the combined operations and is expected to be deductible for tax purposes The definite lived intangible asset relates to a trade name which is amortized over its estimated useful life of 10 0 years Amortization expense related to the trade name was 4 3 million for the fiscal year ended September 30 2024 fiscal year 2024
Transaction costs incurred in connection with the acquisition were 19 3 million for fiscal year 2024 These costs are primarily comprised of professional fees recorded in general administrative and other expenses The Company also incurred 152 9 million of acquisition related compensation and benefits expense during the period primarily related to the acceleration of expense for historical Putnam compensation arrangements retention bonuses and termination benefits
In addition the Company will pay up to 375 0 million between the third and seventh anniversaries of the closing date related to revenue growth targets from the strategic partnership with Great West and its affiliates which will be recognized in operating income
Operating revenues of the acquired business from January 1 2024 through September 30 2024 were approximately 640 million Net income is not available to be separately reported due to the ongoing integration of the combined businesses
Nonparticipating nonvested stock unit awards excluded from the calculation of diluted earnings per share because their effect would have been antidilutive were insignificant for fiscal year 2024 fiscal year 2023 and the fiscal year ended September 30 2022 fiscal year 2022
Operating revenues are attributed to geographic areas based on the locations of the subsidiaries that provide the services which may differ from the regions in which the related investment products are sold
The disclosures below include details of the Company s investments excluding those of CIPs See Note 11 Consolidated Investment Products for information related to the investments held by these entities
The Company has entered into repurchase agreements with a third party financing company for certain investments held by the Company As of September 30 2024 other liabilities includes repurchase agreements of 111 4 million with investments of 121 7 million in carrying value pledged as collateral The repurchase agreements have contractual maturity dates ranging between 2030 to 2037
The disclosures below include details of the Company s fair value measurements excluding those of CIPs See Note 11 Consolidated Investment Products for information related to fair value measurements of the assets and liabilities of these entities
Investments for which fair value was estimated using reported NAV as a practical expedient primarily consist of nonredeemable private equity debt and infrastructure funds and redeemable alternative credit global equity private real estate funds and alternatives These investments were as follows
The investments are expected to be returned through distributions over the life of the funds as a result of liquidations of the funds underlying assets Investments with known liquidation periods have an expected weighted average life of 1 9 years and 2 9 years at September 30 2024 and 2023
Depreciation and amortization expense related to property and equipment was 129 9 million 108 2 million and 108 1 million in fiscal years 2024 2023 and 2022 The Company recognized no impairment of property and equipment in fiscal years 2024 2023 and 2022
The Company recognized an impairment of an indefinite lived intangible asset of 389 2 million during fiscal year 2024 related to Western Asset Management Company WAM management contracts primarily due to accelerated net outflows from WAM managed funds The impairment reduced the carrying value of these assets to 650 0 million as of September 30 2024 The Company recognized insignificant impairments of indefinite lived intangible assets during fiscal year 2024 and 2023 due to declines in market prices of crypto assets
At September 30 2024 the Company had 800 0 million revolving credit available under a 5 year credit facility scheduled to mature on July 25 2028 As of the time of this filing there were no borrowings outstanding under the credit facility
At September 30 2024 Franklin s outstanding senior unsecured unsubordinated notes had an aggregate principal amount due of 1 600 0 million The notes have fixed interest rates with interest payable semi annually
At September 30 2024 Legg Mason s outstanding senior unsecured unsubordinated notes had an aggregate principal amount due of 1 000 0 million The notes have fixed interest rates with interest payable semi annually Franklin unconditionally and irrevocably guarantees all of the outstanding notes issued by Legg Mason
The Franklin and Legg Mason senior notes contain an optional redemption feature that allows the Company to redeem each series of notes prior to maturity in whole or in part at any time at a make whole redemption price The indentures governing the senior notes contain limitations on the Company s ability and the ability of its subsidiaries to pledge voting stock or profit participating equity interests in its subsidiaries to secure other debt without similarly securing the notes equally and ratably In addition the indentures include requirements that must be met if the Company consolidates or merges with or sells all or substantially all of its assets to another entity The revolving credit facility contains a financial performance covenant requiring that the Company maintain a consolidated net leverage ratio measured as of the last day of each fiscal quarter of no greater than 3 25 to 1 00 The Company was in compliance with all covenants at September 30 2024
CIPs consist of mutual and other investment funds limited partnerships and similar structures and CLOs all of which are sponsored by the Company and include both VOEs and VIEs The Company had 77 CIPs including 22 CLOs as of September 30 2024 and 70 CIPs including 20 CLOs as of September 30 2023
The Company has no right to the CIPs assets other than its direct equity investments in them and investment management and other fees earned from them The debt holders of the CIPs have no recourse to the Company s assets beyond the level of its direct investment therefore the Company bears no other risks associated with the CIPs liabilities
Investments for which fair value was estimated using reported NAV as a practical expedient consist of a redeemable U S equity fund a redeemable global hedge fund and nonredeemable private debt funds These investments were as follows
Of the total unfunded commitments the Company was contractually obligated to fund 9 9 million based on its ownership percentage in the CIPs at September 30 2024 As of September 30 2023 there were no investments with unfunded commitments
If the relevant significant inputs used in the market based valuations other than discount for lack of marketability were independently higher lower as of September 30 2024 the resulting fair value of the assets would be higher lower If the relevant significant inputs used in the discounted cash flow as well as the discount for lack of marketability used in the market based valuations were independently higher lower as of September 30 2024 the resulting fair value of the assets would be lower higher
The debt of CIPs had fixed and floating interest rates ranging from 2 39 to 13 73 at September 30 2024 and from 2 39 to 15 49 at September 30 2023 The floating rates were based on the Secured Overnight Financing Rate
During fiscal years 2024 and 2023 the Company recognized 59 7 million and 19 0 million of net gains related to its own economic interests in the CLOs The aggregate principal amount due of the debt of CLOs was 9 282 8 million and 8 281 5 million at September 30 2024 and 2023
VIEs for which the Company is not the primary beneficiary consist of sponsored funds and other investment products in which the Company has an equity ownership interest The Company s maximum exposure to loss from these VIEs consists of equity investments investment management and other fee receivables as follows
While the Company has no legal or contractual obligation to do so it routinely makes cash investments in the course of launching sponsored funds As it has done in the past the Company also may voluntarily elect to provide its sponsored funds with additional direct or indirect financial support based on its business objectives The Company did not provide financial or other support to its sponsored funds assessed as VIEs during fiscal years 2024 and 2023
Deferred income tax assets and liabilities that relate to the same tax jurisdiction are presented net on the consolidated balance sheets The components of the net deferred tax liability were classified in the consolidated balance sheets as follows
Included in the Company s net deferred tax liability were the deferred tax effects associated with the fair value of assets acquired and liabilities assumed from the acquisition of Legg Mason and acquired attributes that carry over to post acquisition tax periods including U S state and foreign net operating losses and foreign tax credits Utilization of the U S state net operating losses and federal credit carry forwards may be subject to annual limitations due to ownership change provisions under Section 382 of the Internal Revenue Code Foreign tax credits can only be used to offset tax attributable to foreign source income
At September 30 2024 there were 119 1 million of non U S tax effected net operating loss and capital loss carry forwards which expire between fiscal years 2025 and 2043 In addition there were 135 8 million in tax effected state net operating loss carry forwards that expire between fiscal years 2025 and 2044 with some having an indefinite carry forward period The Company also has federal net operating losses of 9 4 million the majority of which will carry forward indefinitely and 81 6 million of foreign tax credit carry forwards that expire between fiscal years 2025 and 2029
The valuation allowance decreased 2 4 million in fiscal year 2024 and increased 34 6 million in fiscal year 2023 primarily related to non US net operating loss utilization At September 30 2024 the valuation allowance of 290 5 million was related to 170 3 million for federal state and foreign net operating loss carry forwards 65 8 million due to uncertainty of realizing the benefit of foreign tax credits 32 6 million for capital losses and 21 8 million for other state deferred taxes
The Company accrues interest and penalties related to unrecognized tax benefits in interest expense and general administrative and other expenses Accrued interest on uncertain tax positions at September 30 2024 and 2023 was 23 7 million and 29 5 million and is not presented in the unrecognized tax benefits table above Accrued penalties at September 30 2024 and 2023 were 1 6 million and 2 1 million
The Company files a consolidated U S federal income tax return multiple U S state and local income tax returns and income tax returns in multiple non U S jurisdictions The Company is subject to examination by the taxing authorities in these jurisdictions The Company s major tax jurisdictions and the tax years for which the statutes of limitations have not expired are as follows India 2003 to 2024 Brazil 2008 to 2024 Luxembourg 2019 to 2024 U K 2021 to 2024 U S federal 2020 to 2024 the City of New York 2019 to 2024 and States of California Florida Massachusetts and New York 2020 to 2024
The Company has ongoing litigation and examinations in various stages including U S federal for the fiscal year ended September 30 2020 and in the States of California and City of New York and in Brazil and India Examination outcomes and the timing of settlements are subject to significant uncertainty Such settlements may involve some or all of the following the payment of additional taxes the adjustment of deferred taxes and or the recognition of unrecognized tax
benefits The Company has recognized a tax benefit only for those positions that meet the more likely than not recognition threshold It is reasonably possible that the total unrecognized tax benefit as of September 30 2024 could decrease by an estimated 34 5 million within the next twelve months as a result of the expiration of statutes of limitations in the U S federal and certain U S state and local and non U S tax jurisdictions and potential settlements with U S states and non U S taxing authorities
The Tax Cuts and Jobs Act which was enacted into law in the U S in December 2017 includes various changes to the tax law including a permanent reduction in the corporate income tax rate and assessment of a one time transition tax on the deemed repatriation of post 1986 undistributed foreign subsidiaries earnings The payment for the Company s remaining federal portion of the transition tax liability were as follows
The Company leases excess owned space in its San Mateo California corporate headquarters and other office buildings primarily in the U S to third parties and generally include one or more options to renew The Company subleases excess leased office spaces to various firms primarily in the U S and generally include options to renew or terminate within a specified period
Effective April 24 2020 Franklin Templeton Trustee Services Private Limited FTTS a subsidiary of Franklin announced its decision to wind up six fixed income mutual fund schemes of the Franklin Templeton Mutual Fund in India referred to herein as the Funds closing the Funds to redemptions At the time the Funds had collective AUM of INR 25 648 3 crore approximately 3 4 billion In connection with the wind up decision FTTS sought to convene unitholder meetings for the Funds to approve the appointment of a liquidator and the asset management company to the Funds Franklin Templeton Asset Management India Private Limited FTAMI ceased earning investment management fees on the Funds
In May and June 2020 certain Fund unitholders and others challenged the wind up decision by filing legal petitions in India against a number of respondents including Franklin its subsidiaries FTTS FTAMI and Templeton International Inc as sponsor of the Franklin Templeton Mutual Fund and related individuals collectively the Company Respondents the Securities and Exchange Board of India SEBI and other governmental entities The petitioners alleged that the Company Respondents violated various SEBI regulations mismanaged the Funds misrepresented or omitted certain information relating to the Funds and or engaged in other alleged misconduct The petitioners requested a wide range of relief including among other items an order quashing the winding up notices and blocking the unitholder votes initiating investigations into the Company Respondents and allowing the unitholder petitioners to redeem their
investments with interest An interim injunction order staying the operation and implementation of the unitholder voting process was issued and the petitions were transferred to the High Court of Karnataka for further consolidated proceedings The court upheld the decision taken by FTTS to wind up the Funds while finding that unitholder approval was required to implement the decision Cross appeals from the judgment were then filed in the Supreme Court of India In the interim FTTS proceeded to obtain approval from the majority of the voting unitholders for winding up the six Funds and in February 2021 the Supreme Court confirmed the results and appointed a third party asset manager to serve as the liquidator and begin cash distributions to unitholders The additional issues on appeal remain pending
By September 2023 all performing securities across the Funds were liquidated and an aggregate of INR 27 508 1 crore approximately 3 3 billion was distributed to Fund unitholders exceeding the aggregate value of the Funds AUM at the date of the wind up announcement reported above
Separately following the completion of a forensic audit inspection in late November and early December 2020 SEBI initiated regulatory proceedings by issuing show cause notices against FTAMI FTTS and certain FTAMI employees including in their officer or director capacities alleging certain deficiencies and areas of non compliance in the management of the Funds In June 2021 SEBI issued orders against FTAMI FTTS and the FTAMI employee respondents finding violations of certain regulatory provisions including with respect to similarity in investment strategies among the Funds calculation of duration and valuation of portfolio securities deficiencies in documentation relating to investment diligence and investment terms and portfolio risk management SEBI s orders include as applicable aggregate monetary penalties of INR 20 0 crore approximately 2 4 million disgorgement of investment management and advisory fees together with interest through the date of SEBI s order totaling INR 512 5 crore approximately 61 7 million with continuing accrual of 12 interest until paid and a prohibition on FTAMI from launching new fixed income funds in India for a two year period The respondents filed appeals as well as applications to stay enforcement of SEBI s orders pending resolution of the appeals with the Securities Appellate Tribunal the SAT in India which stay applications were granted in June and July 2021 subject to respondents deposit in escrow of a portion of the ordered penalties for an aggregate deposit made of INR 257 5 crore approximately 34 7 million The SAT appeals remain pending and in the interim SEBI has approved FTAMI s launch of certain new fixed income funds
The Company has also responded to related inquiries and investigations commenced by certain governmental agencies in India that remain pending including a first information report the preliminary step in an investigation registered by the Economic Offences Wing of the Chennai police department in or around September 2020 against certain of the Company Respondents in connection with a complaint by certain Fund unitholders as well as a related investigation by India s Enforcement Directorate commenced in or around April 2021
The Company strongly believes that the decision taken by FTTS to wind up the Funds was in the best interests of unitholders and allowed for the orderly liquidation and distribution of Fund assets as described above The Company further believes that it has meritorious defenses to the outstanding claims in the pending proceedings and intends to continue vigorously defending against the claims The Company cannot at this time predict the eventual outcome of the matters described above or reasonably estimate the possible loss or range of loss that may arise from any final outcome of such matters including due to the complexities and uncertainty involved in the appeals and the various questions of law and fact at issue
Following the launch of an internal investigation focusing on certain trade allocations of treasury derivatives in select Western Asset Management WAM managed accounts WAM received notification of parallel investigations by the SEC and the DOJ WAM also received notice of an investigation into these trading activities by the CFTC As previously disclosed Ken Leech the former co Chief Investment Officer of WAM received a Wells Notice from the staff of the SEC in August 2024 and is now on administrative leave The Company and WAM are cooperating fully with the government investigations
The Company is from time to time involved in other litigation relating to claims arising in the normal course of business Management is of the opinion that the ultimate resolution of such claims will not materially affect the Company
In the ordinary course of business or in connection with certain acquisition agreements the Company enters into contracts that provide for indemnifications by the Company in certain circumstances In addition certain Company entities guarantee certain financial and performance related obligations of various Franklin subsidiaries The Company is also subject to certain legal requirements and agreements providing for indemnifications of directors officers and personnel against liabilities and expenses they may incur under certain circumstances in connection with their service The terms of these indemnities and guarantees vary pursuant to applicable facts and circumstances and from agreement to agreement Future payments for claims against the Company under these indemnities or guarantees could negatively impact the Company s financial condition In management s opinion no material loss was deemed probable or reasonably possible pursuant to such indemnification agreements and or guarantees as of September 30 2024
While the Company has no legal or contractual obligation to do so it routinely makes cash investments in the course of launching sponsored funds At September 30 2024 the Company had 227 0 million of committed capital contributions which relate to discretionary commitments to invest in sponsored funds and other investment products and entities including CIPs These unfunded commitments are not recorded in the Company
The Company s stock based compensation plans consist of the Amended and Restated Annual Incentive Compensation Plan the AIP the 2002 Universal Stock Incentive Plan as amended and restated the USIP the amended and restated Franklin Resources Inc 1998 Employee Stock Investment Plan the ESIP and the Amended and Restated Franklin Resources Inc 2017 Equity Incentive Plan the EIP
Under the terms of the AIP eligible employees may receive cash equity awards and or mutual fund unit awards generally based on the performance of the Company and or its funds and the individual employee The USIP and EIP provide for the issuance of the Company s common stock for various stock related awards to officers directors and employees In February 2024 the Company s stockholders approved an amendment and restatement of the USIP increasing the number of shares authorized by 25 0 million shares to a total of 165 0 million shares There are 23 0 million shares authorized under the EIP At September 30 2024 25 6 million shares and 13 9 million shares were available for grant under the USIP and EIP
Stock awards entitle holders to the right to sell the underlying shares of the Company s common stock once the awards vest Stock unit awards entitle holders to receive the underlying shares of common stock once the awards vest Awards vest based on the passage of time or the achievement of predetermined Company financial performance goals
Total unrecognized compensation expense related to nonvested stock and stock unit awards was 213 7 million at September 30 2024 This expense is expected to be recognized over a remaining weighted average vesting period of 1 9 years The weighted average grant date fair values of stock awards and stock unit awards granted during fiscal years 2024 2023 and 2022 were 25 60 22 74 and 34 20 per share The total fair value of stock and stock unit awards vested during the same periods was 180 4 million 210 4 million and 147 8 million
The Company may repurchase shares in connection with vesting of stock and stock unit awards Also in order to pay taxes due in connection with the vesting of employee and executive officer stock and stock unit awards shares are repurchased using a net stock issuance method
The ESIP allows eligible participants to buy shares of the Company s common stock at a discount of its market value on defined dates A total of 1 0 million shares were issued under the ESIP during fiscal year 2024 and 1 7 million shares were reserved for future issuance at September 30 2024
The Company sponsors a 401 k plan which covers substantially all U S employees meeting certain employment requirements Participants may contribute up to 50 of their eligible salary and up to 100 of the cash portion of their year end bonus as defined by the plan and subject to Internal Revenue Code limitations each year to the plan The Company makes a matching contribution equal to 85 of eligible compensation contributed by participants Certain of the Company
s non U S subsidiaries also sponsor defined contribution plans primarily for the purpose of providing deferred compensation incentives for employees and to comply with local regulatory requirements The total expenses recognized for defined contribution plans were 102 3 million 93 0 million and 84 9 million for fiscal years 2024 2023 and 2022
Substantially all dividend income was generated by investments in nonconsolidated sponsored funds Gains losses on investments net consists primarily of realized and unrealized gains losses on equity securities measured at fair value
Net gains losses recognized on equity securities measured at fair value and trading debt securities that were held by the Company at September 30 2024 2023 and 2022 were 108 1 million 66 1 million and 128 9 million
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 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 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 2024 that has materially affected or is reasonably likely to materially affect the Company s internal control over financial reporting
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
Management s Report on Internal Control over Financial Reporting and the Report of Independent Registered Public Accounting Firm are set forth in Item 8 of Part II of this Annual Report on Form 10 K which is incorporated herein by reference
The effectiveness of the Company s internal control over financial reporting as of September 30 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 2024
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
The information required by this Item 10 with respect to executive officers of Franklin is contained at the end of Part I of this Annual Report under the heading Information About Our Executive Officers
s principal executive officer principal financial officer principal accounting officer controller and any persons performing similar functions as well as all directors officers and employees of Franklin and its subsidiaries and affiliates A copy of the Code of Ethics is 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 Interested parties may address a written request for a printed copy of the Code of Ethics to Secretary Franklin Resources Inc One Franklin Parkway San Mateo California 94403 1906 We intend to satisfy the disclosure requirement regarding any amendment to or a waiver from a provision of the Code of Ethics for Franklin s principal executive officer principal financial officer principal accounting officer or controller or persons performing similar functions by posting such information on our website
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 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 2024 2025 Proxy Statement
The information required by this Item 11 is incorporated by reference from the information to be provided under the sections of our 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 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 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 2025 Proxy Statement titled Fees Paid to Independent Registered Public Accounting Firm
No financial statement schedules are required to be filed as part of this report because all such schedules have been omitted Such omission has been made on the basis that information is provided in the financial statements or in the related notes thereto in Item 8 of this Annual Report or is not required to be filed as the information is not applicable
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 Report
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 001 09318
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 033 53147
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 333 12101
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 001 09318
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 001 09318
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 033 249350
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 011 09318
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 333 209616
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 001 08529
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 001 08529
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
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
Credit Agreement dated as 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 on July 28 2023 File No 001 09318
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 001 09318
2006 Directors Deferred Compensation Plan as amended and restated effective November 5 2020 incorporated by reference to Exhibit 10 4 to our Annual Report on Form 10 K for the fiscal year ended September 30 2020 File No 001 09318
1998 Employee Stock Investment Plan as amended and restated effective June 21 2022 incorporated by reference to Exhibit 10 1 to our Quarterly Report on Form 10 Q for the period ended June 30 2022 File No 001 09318
2002 Universal Stock Incentive Plan as amended and restated effective February 6 2024 incorporated by reference to Exhibit 10 1 to our Current Report on Form 8 K filed on February 8 2024 File No 001 09318
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 001 09318
Amended and Restated Deferred Compensation Fund Plan as amended and restated effective August 15 2023 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
Legg Mason Inc Amended and Restated Deferred Compensation Fund Plan as amended and restated effective October 6 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
ClearBridge Investments LLC Deferred Incentive Plan as amended and restated effective February 10 2023 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
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
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
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 13 to our Annual Report on Form 10 K for the fiscal year ended September 30 2023 File No 001 09318
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 14 to our Annual Report on Form 10 K for the fiscal year ended September 30 2023 File No 001 09318
The following materials from Registrant s Annual Report on Form 10 K for the fiscal year ended September 30 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
Pursuant to the requirements of Section 13 or 15 d of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized
Pursuant to the requirements of the Securities Exchange Act of 1934 this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated

Company Name	FRANKLIN RESOURCES INC Vist SEC web-site
Category	INVESTMENT ADVICE
Trading Symbol	BEN