or other efforts successfully stabilize and add liquidity to the financial markets, we may need to modify ourbusiness, strategies or operations, and we may be subject to additional constraints or costs in order to satisfynew regulatory requirements or to compete in a changed business environment.The amount and mix of our assets under management are subject to significant fluctuations.Fluctuations in the amount and mix of our assets under management may be attributable in part to marketconditions outside of our control that have had, and could continue to have, a negative impact on ourrevenues and income. We derive the majority of our operating revenues and net income from providinginvestment management and related services. The level of our revenues depends largely on the level andmix of assets under management. Any decrease in the value or amount of our assets under managementbecause of market volatility or other factors negatively impacts our revenues and income. We are subject toan increased risk of asset volatility from changes in the global financial and equity markets. Individualfinancial and equity markets may be adversely affected by economic, political, financial, or otherinstabilities that are particular to the country or regions in which a market is located, including withoutlimitation local acts of terrorism, economic crises or other business, social or political crises. Declines inthese markets have caused in the past, and would cause in the future, a decline in our revenues and income.Global economic conditions, exacerbated by war or terrorism or financial crises, changes in the equitymarket place, currency exchange rates, interest rates, inflation rates, the yield curve, defaults by derivativecounterparties and other factors that are difficult to predict affect the mix, market values and levels of ourassets under management. The funds we manage may be subject to an unanticipated large number ofredemptions as a result of such events, causing the funds to sell securities they hold, possibly at a loss, ordraw on any available lines of credit to obtain cash to settle these redemptions, or settle in-kind withsecurities held in the applicable fund. The Company, in its discretion, may also provide financial support toa fund to enable it to maintain sufficient liquidity in such event. Our investment management servicesrevenues are derived primarily from fees based on a percentage of the value of assets under managementand vary with the nature of the account or product managed. A decline in the price of stocks or bonds, or inparticular market segments, or in the securities market generally, could cause the value and returns on ourassets under management to decline, resulting in a decline in our revenues and income. Moreover, changingmarket conditions may cause a shift in our asset mix between international and U.S. assets, potentiallyresulting in a decline in our revenue and income depending upon the nature of our assets under managementand the level of management fees we earn based on them. Additionally, changing market conditions maycause a shift in our asset mix towards fixed-income products and a related decline in our revenue andincome, as we generally derive higher fee revenues and income from equity assets than from fixed-incomeproducts we manage. On the other hand, increases in interest rates, in particular if rapid, or high interestrates, as well as any uncertainty in the future direction of interest rates, may have a negative impact on ourfixed-income products as rising interest rates or interest rate uncertainty typically decrease the total returnon many bond investments due to lower market valuations of existing bonds. Any decrease in the level ofour assets under management resulting from price declines, interest rate volatility or uncertainty, increasedredemptions or other factors could negatively impact our revenues and income.We are subject to extensive and complex, overlapping and frequently changing rules, regulations andlegal interpretations. Our investment management and related services business and our banking/financebusiness are subject to extensive and complex, overlapping and frequently changing rules, regulations andlegal interpretations in the countries in which we operate, including, among others, securities, banking,accounting and tax laws and regulations. Moreover, financial reporting requirements, and the processes,controls and procedures that have been put in place to address them, are often comprehensive and complex.While management has focused attention and resources on our compliance policies, procedures andpractices, non-compliance with applicable laws or rules or regulations, conflicts of interest requirements orfiduciary principles, or our inability to keep up with, or adapt to, an ever changing, complex regulatoryenvironment could result in sanctions against us, including fines and censures, injunctive relief, suspension24
or expulsion from a particular jurisdiction or market or the revocation of licenses, any of which could alsoadversely affect our reputation, prospects, revenues, and earnings.We are subject to U.S. federal securities laws, state laws regarding securities fraud, other federal andstate laws and rules and regulations of certain regulatory and self-regulatory organizations, including thoserules and regulations promulgated by, among others, the SEC, the Financial Industry Regulatory Authorityand the New York Stock Exchange. To the extent operations or trading in our securities take place outsidethe United States, we are subject to regulation by non-U.S. regulations and regulators, such as the U.K.Financial Services Authority, and U.S. regulations and regulators such as the Department of Justice and theSEC with respect to the Foreign Corrupt Practices Act of 1977. Certain of our subsidiaries are registeredwith the SEC under the Investment Advisers Act of 1940 and many of our funds are registered with the SECunder the Investment Company Act of 1940, both of which impose numerous obligations, as well asdetailed operational requirements, on our subsidiaries which are investment advisers to registeredinvestment companies. Our subsidiaries must comply with a myriad of complex and changing U.S. and/ornon-U.S. rules and regulations, some of which may conflict, as well as complex tax regimes. Additionally,as we expand our operations, sometimes rapidly, into non-U.S. jurisdictions, the rules and regulations ofthese non-U.S. jurisdictions become applicable, sometimes with short compliance deadlines, and add furtherregulatory complexity to our ongoing compliance operations.In addition, we are a bank holding company and a financial holding company subject to the supervisionand regulation of the Federal Reserve Board (the “FRB”) and are subject to the restrictions, limitations, orprohibitions of the Bank Holding Company Act of 1956, as amended, and the Gramm-Leach-Bliley Act.The FRB may impose additional limitations or restrictions on our activities, including if the FRB believesthat we do not have the appropriate financial and managerial resources to commence or conduct an activityor make an acquisition. Further, our subsidiary, Fiduciary Trust, is subject to extensive regulation,supervision and examination by the Federal Deposit Insurance Corporation and New York State BankingDepartment, while other subsidiaries are subject to oversight by the Office of Thrift Supervision and variousstate regulators. The laws and regulations imposed by these regulators generally involve restrictions andrequirements in connection with a variety of technical, specialized, and expanding matters and concerns.For example, compliance with anti-money laundering and Know-Your-Customer requirements, bothdomestically and internationally, and the Bank Secrecy Act has taken on heightened importance withregulators as a result of efforts to, among other things, limit terrorism. At the same time, there has beenincreased regulation with respect to the protection of customer privacy and the need to secure sensitivecustomer information. As we continue to address these requirements or focus on meeting new or expandedones, we may expend a substantial amount of time and resources, even though our banking/finance businessdoes not constitute our dominant business sector. Any inability to meet these requirements, within thetimeframes set by regulators, may subject us to sanctions or other restrictions by the regulators that couldimpact our broader business. Moreover, being subject to banking regulation may put us at a disadvantagecompared to our competitors which are not subject to such requirements.Regulatory and legislative actions and reforms have made the regulatory environment in which weoperate more costly and future actions and reforms could adversely impact our assets under management,increase costs and negatively impact our profitability and future financial results. Since 2001, the federalsecurities laws have been augmented substantially and made significantly more complex by, among othermeasures, the Sarbanes-Oxley Act of 2002 and the USA Patriot Act of 2001. Moreover, changes in theinterpretation or enforcement of existing laws or regulations have directly affected our business. With newlaws and changes in interpretation and enforcement of existing requirements, the associated time we mustdedicate to, and related costs we must incur in, meeting the regulatory complexities of our business haveincreased. These outlays have also increased as we expand our business into new jurisdictions. Complianceactivities to meet these new legal requirements have required us to expend additional time and resources,25
- 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
- Page 7 and 8: Directors and OfficersDirectorsChar
- Page 9 and 10: Performance GraphThe following perf
- Page 11 and 12: (MARK ONE)UNITED STATESSECURITIES A
- Page 14 and 15: operational and other services requ
- Page 16 and 17: A. Assets Under Management (“AUM
- Page 18 and 19: 60 days. If agreements representing
- Page 20 and 21: Similar arrangements exist with the
- Page 22 and 23: We generally operate our institutio
- Page 24 and 25: Franklin Templeton Variable Insuran
- Page 26 and 27: CATEGORY(and approximate amount of
- Page 28 and 29: The following table sets forth the
- Page 30 and 31: Korea; the Commission de Surveillan
- Page 32 and 33: COMPETITIONThe financial services i
- Page 36 and 37: and, consequently, we are incurring
- Page 38 and 39: such as information, systems and te
- Page 40 and 41: like our business, is based in part
- Page 42 and 43: orrowing costs and limit our access
- Page 44 and 45: director of various subsidiaries of
- Page 46 and 47: PART IIItem 5. Market for Registran
- Page 48 and 49: OverviewWe are a global investment
- Page 50 and 51: Net income decreased in fiscal year
- Page 52 and 53: Investment Management Fee RateThe f
- Page 54 and 55: accounts closed in a calendar year
- Page 56 and 57: Information Systems, Technology and
- Page 58 and 59: Our investments in sponsored invest
- Page 60 and 61: At September 30, 2009, we had $355.
- Page 62 and 63: Off-Balance Sheet ArrangementsAs of
- Page 64 and 65: The fair value of retained subordin
- Page 66 and 67: Indefinite-lived intangible assets
- Page 68 and 69: the position will be sustained upon
- Page 70 and 71: Selected Quarterly Financial Data (
- Page 72 and 73: The following is a summary of the e
- Page 74 and 75: Item 8.Financial Statements and Sup
- Page 76 and 77: REPORT OF INDEPENDENT REGISTERED PU
- Page 78 and 79: CONSOLIDATED BALANCE SHEETS(dollars
- Page 80 and 81: CONSOLIDATED STATEMENTS OF STOCKHOL
- Page 82 and 83: 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