Stock OptionsThe following table summarizes stock option activity:(in thousands, except weighted-average exercise price)SharesWeighted-AverageExercise PriceOutstanding at September 30, 2008 ........... 3,381 $37.84Exercised ................................ (607) 37.86Cancelled ................................ (37) 36.32Weighted-AverageRemaining ContractualTerm (in Years)AggregateIntrinsicValueOutstanding and Exercisable atSeptember 30, 2009 ..................... 2,737 $37.86 2.7 $171,684Stock option awards outstanding under the USIP generally have been granted at prices that are eitherequal to or above the market value of the underlying shares of the Company’s common stock on the date ofgrant, generally vest over three years and expire no later than ten years after the grant date. No stock optionawards have been granted under the USIP since November 2004. All stock options were fully vested and allrelated compensation cost was recognized prior to fiscal year 2008. The total intrinsic values of shareoptions exercised during fiscal years 2009, 2008 and 2007 were $20.1 million, $24.2 million and $120.1million.Cash received from stock option exercises for fiscal years 2009, 2008 and 2007 was $24.4 million,$13.3 million and $66.1 million. Income tax benefits from stock option exercises for fiscal years 2009, 2008and 2007 were $8.0 million, $18.0 million and $28.5 million.Stock Awards and Stock Unit AwardsThe fair value of stock awards and stock unit awards granted under the USIP is estimated on the dateof grant based on the market price of the underlying shares of the Company’s common stock and isamortized to compensation expense on a straight-line basis over the related vesting period, which isgenerally three to four years. The total number of stock awards and stock unit awards expected to vest isadjusted for estimated forfeitures.Total unrecognized compensation cost related to nonvested stock awards and stock unit awards, net ofestimated forfeitures, was $69.3 million at September 30, 2009. This cost is expected to be recognized overa remaining weighted-average vesting period of 1.6 years. The total fair value of stock awards and stockunit awards vested during fiscal years 2009, 2008 and 2007 was $81.4 million, $56.5 million and $83.8million. The weighted-average grant-date fair values of stock awards and stock unit awards granted duringfiscal years 2009, 2008 and 2007 were $68.40, $120.90 and $110.33 per share.The following table summarizes nonvested stock award and stock unit award activity:(shares in thousands)SharesWeighted-AverageGrant-DateFair ValueNonvested balance at September 30, 2008 ................................ 919 $116.12Granted ........................................................ 1,013 68.40Vested ........................................................ (875) 97.02Forfeited/cancelled ............................................... (103) 95.38Nonvested Balance at September 30, 2009 .............................. 954 $ 85.21104
The stock awards generally entitle holders to the right to sell the underlying shares of the Company’scommon stock once the awards vest. Stock unit awards generally entitle holders to receive the underlyingshares of common stock once the awards vest. In addition, certain performance-based stock awards havebeen granted to the Chief Executive Officer. The total number of shares ultimately received by the ChiefExecutive Officer depends on the Company’s performance against specified performance goals and issubject to vesting provisions. At September 30, 2009, the balance of nonvested shares granted to the ChiefExecutive Officer and subject to vesting upon the achievement of performance goals, set or determined inprior years, was 12.3 thousand and had a weighted-average grant-date fair value of $121.76 per share.Employee Stock Investment PlanThe amended and restated Franklin Resources, Inc. 1998 Employee Stock Investment Plan (the“ESIP”), allows eligible participants to buy shares of the Company’s common stock at a discount of itsmarket value on defined dates. The Compensation Committee of the Board of Directors determines theterms and conditions of awards under the ESIP. A total of 0.5 million shares were issued under the ESIPduring fiscal year 2009. At September 30, 2009, approximately 3.1 million shares were reserved for futureissuance under this plan.Effective August 1, 2008, the terms of the ESIP were amended to allow eligible participants to buyshares of the Company’s common stock at 85% of its market value on defined dates and the Company’sdiscretionary match was discontinued with respect to shares purchased under the plan on or after such date.All Stock-Based Plan ArrangementsTotal stock-based compensation costs of $84.4 million, $80.7 million and $90.1 million wererecognized in the consolidated statements of income during fiscal years 2009, 2008 and 2007. During fiscalyear 2007, the Company recorded charges to compensation and benefits for the repurchase of stock-basedcompensation awards that previously had been recognized as a charge to capital in excess of par value.The Company generally does not repurchase shares upon share option exercise or vesting of stockawards and stock unit awards. However, in order to pay taxes due in connection with the vesting ofemployee and executive officer stock awards and stock unit awards under the USIP and in connection withthe remaining discretionary matches under the ESIP, shares are repurchased using a net stock issuancemethod.Note 17 – Defined Benefit PlansFranklin Templeton Global Investors Limited, an indirect subsidiary of Franklin located in the UnitedKingdom, sponsors a defined benefit pension plan. In addition, Fiduciary Trust, a wholly-owned subsidiaryof Franklin located in the United States, sponsors a defined benefit healthcare plan that provides postretirementmedical benefits to full-time employees who have worked ten years and attained age 55 while inthe service of Fiduciary Trust, or have met alternate eligibility criteria. The defined benefit healthcare planwas closed to new entrants in April 2003.105
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G A I N F R O M O U R P E R S P E C
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Letter to StockholdersGregory E. Jo
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LETTER TO STOCKHOLDERSHaving announ
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Directors and OfficersDirectorsChar
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Performance GraphThe following perf
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(MARK ONE)UNITED STATESSECURITIES A
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operational and other services requ
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A. Assets Under Management (“AUM
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60 days. If agreements representing
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Similar arrangements exist with the
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We generally operate our institutio
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Franklin Templeton Variable Insuran
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CATEGORY(and approximate amount of
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The following table sets forth the
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Korea; the Commission de Surveillan
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COMPETITIONThe financial services i
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or other efforts successfully stabi
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and, consequently, we are incurring
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such as information, systems and te
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like our business, is based in part
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orrowing costs and limit our access
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director of various subsidiaries of
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PART IIItem 5. Market for Registran
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OverviewWe are a global investment
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Net income decreased in fiscal year
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Investment Management Fee RateThe f
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accounts closed in a calendar year
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Information Systems, Technology and
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Our investments in sponsored invest
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At September 30, 2009, we had $355.
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Off-Balance Sheet ArrangementsAs of
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