A. Assets Under Management (“AUM”)Fees for providing investment management and related services (“investment management fees”),substantially all of our revenue, are generally based upon the monetary value of assets in the accounts thatwe advise, the investment category of the account and the types of services that we provide for an account.As of September 30, 2009, the types of assets under management by investment category for the variousservices described below and held by investors on a worldwide basis were:Type of AssetValue in Billions Percentage of Total AUMEquityGrowth potential, income potential or various combinations thereof . . . $247.0 47.2%HybridAsset allocation, balanced, flexible and income-mixed funds ......... 98.2 18.8%Fixed-IncomeBoth long-term and short-term ................................. 171.3 32.7%Cash Management 1Short-term liquid assets ...................................... 6.9 1.3%Total ................................................ $523.4 100.0%1 Includes both U.S.-registered money market funds and non-U.S.-registered funds with similar investment objectives.Broadly speaking, the change in the net assets of our sponsored investment products depends primarilyupon two factors: (1) the increase or decrease in the market value of the securities held in the portfolio ofinvestments; and (2) the level of sales (inflows) as compared to the level of redemptions (outflows). We aresubject to the risk of asset volatility, resulting from changes in the financial and equity markets, includingchanges due to the recent volatility in global financial markets. In addition, because we generally derivehigher revenues and income from our equity assets, a shift in assets from equity to fixed-income or hybridfunds reduces total revenue and, thus, net income. Despite such a risk of volatility, we believe that we aremore competitive as a result of the greater diversity of our sponsored investment products available to ourcustomers.B. Types of Investment Management and Related Services1. Investment Management ServicesWe provide investment management services pursuant to agreements in effect with each of oursponsored investment products, which include U.S.-registered open-end and closed-end funds (“U.S.Funds”), non-U.S.-registered funds (“Non-U.S. Funds”), unregistered funds, institutional, high net-worthand separately-managed accounts, and the sub-advised accounts that we manage. Investment managementservices include services to managed accounts with full investment discretion, and to advisory accountswith no investment discretion. Advisory accounts for which we do not have investment discretion may ormay not include the authority to trade for the account. Our investment management services includefundamental investment research and valuation analyses, including original economic, political, industryand company research, and analyses of suppliers, customers and competitors. Our company researchincludes the utilization of such sources as company public records and activities, management interviews,company prepared information, and other publicly available information, as well as company visits andinspections. In addition, research services provided by brokerage firms are used to support our findings. Ourmanagement fee on an account varies, among other things, upon the types of services that we provide forthe account.6
Our subsidiaries providing discretionary investment management services for our sponsoredinvestment products and sub-advised accounts either perform or obtain investment research and determinewhich securities the sponsored investment products or sub-advised accounts will purchase, hold or sellunder the supervision and oversight of the funds’ boards of directors or trustees, if applicable. In addition,these subsidiaries take all appropriate steps to implement such decisions, including arranging for theselection of brokers and dealers and the execution and settlement of trades in accordance with detailedcriteria set forth in the management agreement for each account, internal policies, and applicable law andpractice. Our subsidiaries conducting non-discretionary investment management services performinvestment research for our clients and recommend which securities the clients will purchase, hold or sell.In such cases, the subsidiaries may or may not perform trading activities for the products.The funds themselves do not have direct employees. Through our subsidiaries, we provide and pay thesalaries of personnel who serve as officers of our funds, including the administrative personnel necessary toconduct such funds’ day-to-day business operations. Our subsidiaries either provide or arrange for theprovision of: office space, telephone, office equipment and supplies; trading desk facilities (unless thesefacilities are provided by another subsidiary); authorization of expenditures and approval of bills forpayment; preparation of annual and semi-annual reports to fund shareholders, notices of dividends, capitalgains distributions and tax credits, and other regulatory reports; the daily pricing of fund investmentportfolios, including collecting quotations from pricing services; accounting services, including preparingand supervising publication of daily net asset value quotations, periodic earnings reports and other financialdata; services to ensure compliance with securities regulations, including recordkeeping requirements;preparation and filing of tax reports; the maintenance of accounting systems and controls; and otheradministrative services. In some cases our subsidiaries are compensated, based on a percentage of assetsunder management, under separate administration agreements with the funds. In other cases, our investmentmanagement subsidiary compensates our subsidiaries from fees received from our funds and clients. Thefunds generally pay their own expenses, such as external legal, custody and independent audit fees,regulatory registration fees, and other related expenses. The funds also share in board and shareholdermeeting and reporting costs.For the most part, the investment management agreements for our U.S. Funds must be renewed eachyear (after an initial two-year term), and must be specifically approved at least annually by a vote of eachfund’s board of directors or trustees as a whole and separately by the directors/trustees that are notinterested persons of such fund under the Investment Company Act of 1940 (the “Investment CompanyAct”), or by a vote of the holders of a majority of such fund’s outstanding voting securities.Under the majority of investment management agreements, the funds pay us a monthly fee in arrearsbased upon a fund’s average daily net assets. Annual fee rates under the various global investmentmanagement agreements generally range from 0.15% to a maximum of 2.50% and are often reduced as netassets exceed various threshold levels.We use a “master/feeder” fund structure in certain situations. This structure allows an investment adviserto manage a single portfolio of securities at the “master fund” level and have multiple “feeder funds” thatinvest all of their respective assets into the master fund. Individual and institutional shareholders invest in the“feeder funds”, which can offer a variety of service and distribution options. A management fee typically ischarged at the master fund level and administrative and shareholder servicing fees are charged at the feederfund level, although with certain funds, all fees may be charged at the feeder fund level.Each U.S. investment management agreement between certain of our subsidiaries and each U.S. Fundautomatically terminates in the event of its “assignment”, as defined in the Investment Company Act. Inaddition, either party may terminate the agreement without penalty after written notice ranging from 30 to7
- Page 1 and 2: G A I N F R O M O U R P E R S P E C
- Page 3 and 4: Letter to StockholdersGregory E. Jo
- Page 5 and 6: LETTER TO STOCKHOLDERSHaving announ
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- Page 9 and 10: Performance GraphThe following perf
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- Page 32 and 33: COMPETITIONThe financial services i
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- Page 46 and 47: PART IIItem 5. Market for Registran
- Page 48 and 49: OverviewWe are a global investment
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- Page 54 and 55: accounts closed in a calendar year
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- Page 58 and 59: Our investments in sponsored invest
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Indefinite-lived intangible assets
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the position will be sustained upon
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Selected Quarterly Financial Data (
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The following is a summary of the e
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Item 8.Financial Statements and Sup
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REPORT OF INDEPENDENT REGISTERED PU
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CONSOLIDATED BALANCE SHEETS(dollars
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CONSOLIDATED STATEMENTS OF STOCKHOL
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CONSOLIDATED STATEMENTS OF CASH FLO
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Fair Value Measurements. The Compan
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Company held interest-rate swap agr
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not performed. If the carrying valu
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Accumulated Other Comprehensive Inc
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acquisition cost was allocated to t
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FHLB borrowings and amounts availab
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The Company recognized other-than-t
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The changes in Level 3 assets measu
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Changes in the allowance for loan l
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Company sold retained subordinated
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Certain of the goodwill and intangi
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At September 30, 2009, maturities o
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The components of the net deferred
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At September 30, 2009, the banking/
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Total assets under management of in
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Stock OptionsThe following table su
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The following tables summarize info
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Operating revenues of the banking/f
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minimum Tier 1 and Total risk-based
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PART IIIItem 10. Directors, Executi
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Item 15.(a)(1)(a)(2)(a)(3)PART IVEx
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Exhibit No.Description10.17 Represe
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Exhibit No.Description12 Computatio
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Exhibit No.DescriptionEXHIBIT INDEX
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Exhibit No.Description10.22 Amendme
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(dollars in thousands)COMPUTATION O
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NameState or Nation ofIncorporation
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CONSENT OF INDEPENDENT REGISTERED P
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EXHIBIT 31.2CERTIFICATIONI, Kenneth
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CERTIFICATION PURSUANT TO 18 U.S.C.
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One Franklin ParkwaySan Mateo, CA 9