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1、2022Franklin Resources,Inc.Annual ReportProud of our past Focused on the futureFranklin Resources,Inc.2022 Annual ReportA history of looking forwardSince our founding in 1947,our firms evolution has had a constant theme:looking forward.From innovative mutual fund solutions in equity and fixed income

2、 to the mainstreaming of international investing,we have a record of blazing trails for our clients and shareholders looking for new and innovative investment opportunities.Today,as one of the worlds largest global investment managers,we offer a broad range of investment expertise and capabilities a

3、cross asset classes,geographies and vehicles with the goal of helping people all over the world achieve the most important financial milestones of their lives.From the democratization of alternative investing to Custom Indexing to new innovations based on blockchain technology,we are committed to he

4、lping our clients,our shareholders,our employees and the world to continue making progress.Important Information Regarding Forward-Looking Statements and Non-GAAP Financial InformationThis report contains forward-looking statements that are provided under the“safe harbor”protection of the Private Se

5、curities Litigation Reform Act of 1995 and involve a number of known and unknown risks,uncertainties and other important factors.You should read the discussions under the headings“Forward-Looking Statements”and“Risk Factors”in Part I of our Annual Report on Form 10-K for our fiscal year ended Septem

6、ber 30,2022(“Form 10-K”)for important information concerning such matters.This report also contains non-GAAP financial measures such as adjusted operating revenues,adjusted operating income,adjusted operating margin,adjusted net income and adjusted diluted earnings per share,which are not substitute

7、s for measures calculated in accordance with U.S.GAAP.You should read the“Supplemental Non-GAAP Financial Measures”section within Item 7 of our Form 10-K for,among other things,a presentation of the most directly comparable measures calculated in accordance with U.S.GAAP and reconciliations from U.S

8、.GAAP to non-GAAP.CEO Jenny Johnson,along with colleagues and board members,rang the opening bell at the New York Stock Exchange on November 15,2022,to mark Franklin Templetons 75th anniversary.FRANKLIN RESOURCES,INC.ANNUAL REPORT 2022 1Dear fellow shareholders,Seventy-five years ago a mutual fund c

9、ompany was born.Our beginnings were modest.We didnt have a large office or many employees.We offered a total of five mutual funds.From the start,our mission was a simple one,though novel for its day:to deliver a diversified pool of investments to the average individual investor,allowing them to part

10、icipate in the growth of financial markets.Our focus was to generate solid investment returns,supported by superior customer service.Over the past 75 years,Franklin Templeton has transformed from these modest beginnings into one of the worlds largest investment managers with offices that span the gl

11、obe in more than 30 countries.Today,we partner with clients in more than 155 countries,managing more than$1.3 trillion in assets,and these clients,always our top priority,entrust us with their financial futures.Throughout our history,we have sought to offer a selection of investment strategies to as

12、sist investors to reach their goals.The result is the company that exists today,a diversified businessacross asset classes,client types,regions and investment vehicles.Although much has changed in 75 years,one thing has stayed the samewe have maintained our focus on the individuals,financial advisor

13、s,institutions and high-net-worth clients we serve,and in that vein,we continue to seek opportunities to expand our capabilities to provide investors with financial investments that are important in reaching their goals.I am pleased to share with you this years annual report and offer observations f

14、or the fiscal year ended September 30,2022.Some of our top leaders will also share their thoughts on important initiatives later in this report.Navigating market volatilityFollowing pandemic lows,markets enjoyed strong results.However,in 2022,macroeconomic factors,including generationally high infla

15、tion,central bank rate hikes and challenging geopolitical events,resulted in significant volatility and correlated declines across both global equity and fixed income marketsimpacting investor sentiment and industry flows.Franklin Templeton was not immune to these pressures,and our assets under mana

16、gement(AUM)stood at approximately$1.3 trillion as of September 30,2022,a decrease of 15%from the previous year primarily due to market depreciation of$269 billion and long-term net redemptions of$27.8 billion,inclusive of reinvested distributions.Yet,we continued to benefit from a diversified mix of

17、 assets.In this difficult environment,we were pleased to see our strategy composites long-term performance remain strong over the five-and 10-year periods with 58%and 70%of assets beating their respective benchmarks through September.1 We also saw strong performance and positive net flows in private

18、 markets,including in strategies offered by our specialist investment managers(SIMs)Benefit Street Partners,Clarion Partners and Lexington Partners.Jennifer M.JohnsonPresident Chief Executive Officer2FRANKLIN RESOURCES,INC.ANNUAL REPORT 2022As always,we have been actively engaging with financial adv

19、isors and our institutional and high-net-worth investors by providinginsights and thought leadership to help them navigate the latest conditions and provide perspectives on the markets,including utilizing the resources of our various SIMs and the Franklin Templeton Institute.Navigating this type of

20、market environment underscores the importance of a responsive organization.Last year,we further strengthened our regionally focused sales model,bringing decision-making andresources closer to our clients.We have seen progress in our international business,including a 70%reduction in long-term net ou

21、tflows from the prior fiscal year.Long-term net flows in our Europe,Middle East and Africa(EMEA)region turned positive and there was a significant decrease in long-term net outflows in our Asia-Pacific(APAC)region.Further diversifying the businessOver the past several years,we have been very deliber

22、ate in diversifying our company.We have done this by expanding our investment capabilities and deepening our presence in key markets and sales channels.We continue to make acquisitions and add resources in important areas driving industry growth,such as alternatives,customization,sustainable investi

23、ng,technology and exchange-traded funds(ETFs).Our broad range of fixed income,equity,alternative and multi-asset strategies,combined withour customization capabilities,are important strategic advantages,including strong portfolio management skills,our extensive global research and commitment to best

24、 practices in risk management.Today,we have a business model that offers the benefits of both global scale and investment specialization by our investment teams across a broad range of asset classes.Investment autonomy of each team is combined with the scale and financial strength of our global firm

25、.Just as we did with our first mutual funds 75 years ago,we are taking the spirit of innovation to provide suitable access to other areas of investing.As alternative asset management is a focus of increasing client demand and expected to account for 46%of total global asset management revenue by 202

26、5,2 we have continued to expandour alternative investment capabilities with acquisitions,which have accelerated our position in this important area of investing.Just a few years ago,we managed$15 billion in alternative assets.This past April,we closed the acquisition of Lexington Partners,a global l

27、eader in secondary private equity and co-investments,and in November,we completed the acquisition of Alcentra,a leading European alternative credit manager.After these recent acquisitions,Franklin Templeton is now one of the largest managers of alternative assets globally with$260 billion in alterna

28、tive AUM,representing approximately 20%of our total AUM and a higher percentage of our adjusted revenues.We now have a meaningful portion of key alternative categories with Lexington Partners(secondary private equity),Clarion Partners(real estate),Benefit Street Partners and Alcentra(alternative cre

29、dit),K2(hedge funds)and Franklin Venture Partners(venture capital).Also this year,we continued to build on our strengths in delivering investment expertise through our clients investment vehicles of choice.Similar to the industry at large,we are seeing strong demand for separately managed accounts(S

30、MAs)and ETFs.We are a leading franchise in SMAs with over$100 billion in AUM,and this year we enhanced our position by acquiring OShaughnessy Asset Management and its Custom Indexing platform,Canvas,which has had positive net flows since the acquisition.Today,our ETF AUM is more than$11 billion,and

31、we continue to have positive net flows.Our ETF platform is also differentiated with approximately 50%of our AUM in actively managed strategies.Sustainable investing also continues to be of interest to many investorsand we believe integration of environmental,social and governance(ESG)considerations

32、in the investment process can be one of the many important tools we have for delivering long-term value to our clients.In this context,we were excited to welcome Anne Simpson as our Global Head of Sustainability,a newly created role for the firm.Previously,Anne held a number of senior roles,includin

33、g Managing Investment Director for Board Governance and Sustainability at the California Public Employees Retirement System.You will hear from Anne later in this report.The evolution of technology in the industry continues to be another area of focus.This year,we made four minority investments in we

34、alth distribution technology firms.We expanded the availability of the Franklin OnChain U.S.Government Money Fund,the first U.S.-registered mutual fund to use blockchain to process transactions and record share ownership.In June,we opened a second fintech incubator in Singapore to focus on supportin

35、g early-stage companies in the areas of blockchain,digital distribution and wealth management technology,insurtech,sustainability and data science,among others.Were always workingto stay ahead of the curve.FRANKLIN RESOURCES,INC.ANNUAL REPORT 20223reinforced the trusted relationships we have built w

36、ith clients for 75 years,highlights the increased breadth of the firm and reflects our commitment to finding innovative ways to meet client needs.Of course,none of our efforts would be possible without the hard work and dedication of our employees.I would like to thank them for their tireless effort

37、s to build a strong and vibrant company.They have helped our business thrive for the last 75 years and position us well for the next 75.Thank you for your trust and the continued confidence you place in us.Sincerely,Jennifer M.JohnsonPresidentChief Executive OfficerFranklin Resources,Inc.Financial r

38、esilience and expense discipline Despite the significant headwinds from the market environment,our financial performance remained reasonably strong.Compared to the prior year,adjusted operating revenue increased 2%to$6.5 billion,while adjusted operating income decreased 2%to$2.3 billion.Adjusted ope

39、rating margin was 35.9%.We continue to maintain financial flexibility with expense discipline and a strong balance sheet.As of September 30,2022,cash and investments totaled$6.8 billion,in line with the prior year after funding two acquisitions and four minority investments and returning$773 million

40、 to shareholders through dividends and share repurchases.This strong balance sheet supports our investments and provides a foundation for continual innovation and product development to stay ahead of evolving client needs.In a period of market volatility,we continue to focus on prudent and disciplin

41、ed expense management.Our approach has been measured and deliberate,avoidingreductions to our investment management groups and providing capacity to invest in key areas of growth.Matthew Nicholls,our CFO and COO,will provide you with more detail on the next page.Proud of our past,focused on the futu

42、reFranklin Templeton is a different business today than just a few years ago,in particular with the expansion of more world-class specialist investment teams.In January,we successfully launched the“Hello progress”campaign globally to introduce a refreshed view of Franklin Templeton.The campaign 1.Be

43、nchmark comparisons are based on each strategys composite returns(composites may include retail SMA and mutual fund assets managed as part of the same strategy)as compared to a market index that has been selected to be generally consistent with the investment objectives of the account.Multi-asset st

44、rategies that lack benchmarks consistent with their investment objectives are excluded.As of September 30,2022,41%,48%,58%and 70%of the firms strategy composite AUM outperformed their respective benchmarks on a one-,three-,five-and 10-year basis.Composite AUM measured for the one-,three-,five-and 10

45、-year periods represent 64%,63%,63%and 59%,respectively,of the firms total AUM as of September 30,2022.2.Source:Boston Consulting Group,Global Asset Management 2021:The$100 Trillion Machine,July 2021.3.Amounts include pro forma AUM of Alcentra as of 9/30/2022.The acquisition of Alcentra was complete

46、d on November 1,2022.Assets under management3by asset class37%Fixed Income 29%Equity20%Alternative 10%Multi-Asset 4%Cash Managementbysalesregion 73%United States 11%EMEA 9%?7%Americas excl.U.S.52%Institutional46%Retail 2%High-Net-Worthby clienttype4FRANKLIN RESOURCES,INC.ANNUAL REPORT 2022CFO and CO

47、O Matthew Nicholls outlines our focus on managing expenses in the midst of market volatility.At the same time,as he explains,we are leveraging our strong balance sheet to invest in long-term growth initiatives.Q.What were the most noteworthy financial highlights over the course of the fiscal year?A.

48、Beginning in January 2022,equity and fixed income markets have uncharacteristically correlated,resulting in double-digit declines for both asset classes.Increasing macroeconomic and geopolitical uncertainty impacted investor sentiment,industry flows and,therefore,our related assets under management(

49、AUM)and revenues.Despite the difficult market environment and the resulting declines in our AUM,we had a reasonably good year in terms of financial results,which benefited from a favorable first fiscal quarter,the addition of six months of LexingtonPartners and increased performance fees,offset by l

50、ower average AUM.Fiscal year adjusted operating revenues of$6.5 billion increased by 2%from the prior year,while fiscal year adjusted operating income decreased 2%,benefiting from the diversification of our business.Excluding performance fee-related compensation and the impact of Lexington,adjusted

51、operating expenses decreased by 1%,reflecting our continued focus on disciplined expense management.Q.The company continues to make substantial investments to further broaden its capabilities.What is the acquisition strategy going forward?A.While principally focusing on the organic growth of our bus

52、iness,we also evaluate acquisitions that we believe will accelerateour goals to deliver a diversified range of investment strategies to more clients in more geographies and in vehicles of choice.This diversification has added significant cash flow and led to new sources of long-term growth and incom

53、e potential for our shareholders.Earlier this year,we closed the Lexington Partners acquisition and,with the November 1 closing of Alcentra,we have further expanded our alternative asset capabilities.In aggregate,these capabilities are anticipated to generate approximately$1.3 billion in annual mana

54、gement fee revenue,excluding performance fees,andrepresent approximately 20%of our total AUM.In addition,M&A activity included Canvas,a leading Custom Indexing solutions platform,through our acquisition of OShaughnessy Asset Management,which enhances our existing strength in SMAs and elevates our Cu

55、stom Indexing solutions capabilities.Amongst other strategic priorities,we will continue to expand our alternative investment strategies,distribution-related opportunities for all of our investment teams and wealth management.Given our global reach,financial flexibility,business model and experience

56、 in execution,we are able to attract highly talented teams and partnerships that are looking for a combination of investment independence,support and collaboration on a global and local scale to create new growth opportunities.Q.As CFO and in your expanded roleof COO,what measures have you taken to

57、improve processes and manage expenses while protecting the business in this challenging market environment?A.While continuing to invest in long-term growth initiatives and remaining competitive in terms of compensation,the current market volatility and ongoing transformation of our industry means th

58、at we must continue to strengthen the foundation of our business through thoughtful process improvements,as well as prudent and disciplined expense management.For example,we have paused hiring except for critical positions that support our key growth initiatives and essential replacements.In additio

59、n,we have execution Matthew NichollsExecutive Vice President Chief Financial OfficerChief Operating OfficerContinued financial discipline and increased diversificationplans to introduce additional cross-functional operational efficiencies across the firm,such as simplifying our investment technology

60、 platform.We have demonstrated our ongoing discipline over the past few years,even inpositive markets,achieving the targeted savings from the Legg Mason transaction ahead of schedule and the outsourcing of our global transfer agency,our fund administration and certain other technology functions.Thes

61、e outsourcing activities have simplified our firm,de-risked and reduced our future capital expenditures and added strong partners.Looking forward,we will continue to explore ways to increase cross-functional operational efficiencies throughout the firm.Q.The companys balance sheet position remains s

62、trong.What is the current capital management strategy?A.Our capital management strategy will always be a top priority.This year,we closed the acquisitions of Lexington Partners and OShaughnessy Asset Management,made several minority investments and returned$773 million to shareholders in dividends a

63、nd share repurchases,ending the year with$6.8billion of cash and investments,approximately in line with the year earlier.We prioritize shareholder value for the long term,including consistent return of capital to shareholders through dividends,which have increased every year since 1981,and share rep

64、urchases.In addition,as in previous years,we will review growth acceleration opportunities via targeted M&A.During the fourth quarter,we retired$300 million fixed rate 2.8%senior notes due 2022 at maturity and entered into a$300 million floating rate term loan maturing September 2025 that we can pre

65、pay early with no penalty.Our balance sheet affords us the flexibility to target acquisitions that further diversify and increase our sources of cash flow while positioning our firm for new growth opportunities to effectively capitalize on the ongoing evolution of our industry.Directors and executiv

66、e officersGregory E.JohnsonExecutive Chairman Chairman of the Board Rupert H.Johnson,Jr.Vice ChairmanJennifer M.JohnsonPresident Chief Exec cutive OfficerMariann ByerwalterChairman of the Board Pacific Mut tual Holding Company(financial se ervices company)Chairman Emeritus of the Boar rdSRI Internat

67、ional(nonprofit r research institute)Chairman JDN Corpo orate Advisory,LLC(advisory se ervices firm)Alexander S.FriedmanCo-Founder and Chief Exec cutive OfficerNovata Inc.(ESG repor rting platform)John Y.KimFounder an nd Managing PartnerBrewer Lan ne Ventures LLC(fintech ven nture capital firm)Direc

68、tor/Tr rusteeEversource e EnergyJennifer M.JohnsonPresident Chief Executive OfficerGregory E.JohnsonExecutive Chairman Chairman of the Board Rupert H.Johnson,Jr.Vice ChairmanMatthew Nicholls Executive Vice PresidedentChief Financial OfficecerChief Operating Off fficerThomas C.MerchantExecutive Vice

69、Pr residentGeneral Counsel l SecretaryTerrence J.MurphyExecutive Vice Pre esidentHead of Public Mar rketsAlok SethiExecutive Vice PresidenentTechnology and Operatio onsGwen L.ShaneyfeltChief Accounting Officer Adam B.SpectorExecutivecutive Vice PresidentH Head of Global DistributionKaren M.KingManag

70、ing Director and Chief Legal OfficerSilver Lake (technology investment firm)Anthony J.NotoChief Executive Officer and DirectorSoFi Technologies,Inc.(financial services platform)John W.ThielPartner and Senior AdvisorMyNextSeason(executive coaching firm)Seth H.WaughChief Executive OfficerThe PGA of Am

71、erica(organization of golf professionals)Non-Executive ChairmanAlex.Brown,a division of Raymond James(financial services company)DirectorYext,Inc.?Managing Director and Founding PartnerRedpoint Ventures(private equity&venture capital firm)DirectorWarner Bros.Discovery,Inc.Liberty Media Acquisition i

72、on CorporationBoard of directors?As of Octob ber 1,2022FRANKLIN RESOURCES,INC.ANNUAL REPORT 202256FRANKLIN RESOURCES,INC.ANNUAL REPORT 2022$260$131$392$491$58$315$286$15$131$65 years agoToday$181$554$29$18$684$619Asset ClassFigures in$U.S.Fixed Income Equity Alternative Multi-Asset Cash ManagementCl

73、ient TypeFigures in$U.S.Institutional Retail High-Net-Worth$753bnin AUM4$1.3tnin AUM5$753bnin AUM4$1.3tnin AUM54.As of 9/30/2017.5.Amounts include pro forma AUM of Alcentra as of 9/30/2022.The acquisition of Alcentra was completed on November 1,2022.Transforming and expanding our capabilitiesToday,w

74、e are one of the worlds largest independent investment managers with approximately$1.3 trillion in assets under management.In recent years,we have made good progress further diversifying and growing our business.We are proud to have the resources and financial strength that we believe position us we

75、ll to anticipate and respond to the ever-evolving needs of clients today and tomorrow.Diversifying our businessFRANKLIN RESOURCES,INC.ANNUAL REPORT 20227Strategic acquisitions and investmentsOver the past five years,we have accelerated the pace of our transformation,further diversifying our investme

76、nt capabilities and solutions for clients through key strategic acquisitions and investments.We have focused our efforts on industry growth driversareas such as alternatives,personalization and customization,sustainable investing,wealth management and technology.Spotlight on alternative investment m

77、anagementAmong our many initiatives,our focus on alternative investments stands out.Just five years ago,we managed about$15 billion in alternative assets.Today,Franklin Templeton is one of the largest managers of alternative assets globally.Pro forma for the closing of Alcentra,we manage$260 billion

78、 in alternative AUM.We now have a meaningful portion of key alternative categories with Lexington Partners(secondary private equity),Clarion Partners(real estate),Benefit Street Partners and Alcentra(alternative credit),K2(hedge funds)and Franklin Venture Partners(venture capital).Investment managem

79、ent specialization backed by global strengthAcquisitions have played an important role in diversifying our business.Franklin Templetons business model seeks to preserve the investment autonomy of each of our specialist investment managers(SIMs),including our acquired SIMs.Clients benefit from the in

80、vestment specialization of each SIM,coupled with the strength and scale of Franklin Templetonsglobal platform.We believe that the broad range of investment philosophies and processes that differentiate our specialist investment managers from each other gives us an unparalleled ability to build the b

81、est outcomes for our clients.Our specialist investment managers?Franklin Templeton Emerging Markets EquityMartin CurrieBrandywine GlobalFranklin Templeton Fixed IncomeOShaughnessy Asset ManagementClarion PartnersFranklin Templeton Global Private EquityRoyce Investment PartnersClearBridge Investments

82、Franklin Templeton Investment SolutionsTempleton Global Equity GroupFiduciary Trust InternationalK2 AdvisorsTempleton Global MacroFranklin Equity GroupLexington PartnersWestern Asset ManagementFranklin Mutual SeriesOur investment capabilitiesWe offer a full range of investment capabilities across as

83、set classes through our SIMs and investment teams.Fixed IncomeEquityAlternativeMulti-AssetBank LoansEmerging/FrontierAlternative CreditBalancedCreditGlobalHedged StrategiesIncomeEmerging MarketsPreferred/ConvertiblesPrivate EquityManaged VolatilityGovernmentSectorReal EstateTarget DateGreen/Social B

84、ondsSingle Country EquitySecondariesTarget RiskMulti-SectorThematicVenture CapitalTarget VolatilitySecuritizedU.S.EquityDigital AssetsSukuk8FRANKLIN RESOURCES,INC.ANNUAL REPORT 20226.Source:The Pew Charitable Trusts,“State Public Pension Fund Returns Expected to Decline,”May 3,2022.7.Source:McKinsey

85、&Company,“US Wealth Management:A Growth Agenda for the Coming Decade,”February 2022.Evolving distribution,pursuing opportunityEVP and Head of Global Distribution Adam Spector discusses the evolution of our distribution strategy and our value-added services to clients.He also explains the opportuniti

86、es were pursuing in the alternatives spaceas well as in technology-driven advances in portfolio customization and personalized investing.Q.How has the sales model evolved over the past year,and what progress has been made in distribution?A.Sales success comes from robust,two-way dialogue with our cl

87、ients.During anunprecedented year,we engaged with clients at an unprecedented level.Our sales force concentrated their efforts on working with clients to address their strategic goals,bringing in client-facing portfolio specialists from our investment teams to deliver tailored solutions.We doubled d

88、own on thought leadership,resulting in significantly increasedlevels of client engagement.And we continuedto drive value beyond investing by engaging our clients in partnerships around fintech and other evolving technologies.We believe Franklin Templeton is unparalleled in our ability to customize,a

89、nd our sales team was successful in working with clients to create bespoke solutions to real-world problems.In a year dominated by market volatility and rising rates,we offered an array of compelling solutions to deliver income,protect against inflation,allow access to alternatives on a broader scal

90、e and addressthe increasing demand for personalization.Alongside this,we have expanded our training and education services to provide high-quality support to firms and financial advisors.For example,we launched“Changing Faces of Wealth,”a program designed to teach advisors how they can more effectiv

91、ely engage with the more diverse sources of personal wealth within their own communities.Thanks to our pivot to a regionally focused sales model,we continue to deepen our presence in key markets and channels.In fact,over the past year,we saw the benefits of geographical diversification outside of th

92、e U.S.with net inflows in our EMEA region and a significant improvement across our Asia-Pacific region.Q.Alternative assets are an increasingly important aspect of client portfolios.How are you positioning the distribution organization to serve clients who want to participate in private markets?A.Al

93、ternatives account for over 20%6 of U.S.pension fund portfolios,but less than 5%of the average wealth portfolio.7Sincealternatives are less correlated to public markets and can offer greater potential for alpha,over time we expect wealth portfolios will grow closer to those institutional allocations

94、.We believe that we are uniquely positioned to meet this growing need as we offer a diverse range of institutional alternative capabilities combined with a powerful wealth management brand,and now a dedicated,highly specialized wealth management alternatives sales force.Its still early in the broade

95、r adoption of alternative strategies and,therefore,we are focusing significant time and resources on educating our wealth management partners and financial advisors about the value and use cases of real estate,alternative credit,venture capital and secondary private equity.Very few firms have both t

96、he breadth of alternative strategies and the distribution power that we can bring to the wealth management channel.Q.What other industry trends are you capitalizing on?A.All of us have come to expect personalization in many aspects of life,and financial services is no exception.As a result,Franklin

97、Templeton Adam SpectorExecutive Vice PresidentHead of Global Distribution Franklin Templetonis actively answering the growing demand for personalized portfolio solutions.By combining our investment expertise with advances in technology,we are now able to deliver robust,personalized solutions to meet

98、 individualized,client-specific objectives.We believe Custom Indexing,and soon customized active management,will be the next significant category of portfolio management.Our Canvas platform allows financial advisors and clients to build their own indexes or target portfolios,including customized act

99、ive investment tilts.They can further personalize individual accounts for tax efficiency,sustainability preferences and other unique client goals.Canvas powersportfolio customization through its digital user experience and has been fueling asset and client growth for advisors and our firm.Amid the c

100、hallenging market environment in 2022,Canvas significantly grew the number of partner firms using its technology and grew its AUM by over 50%since the acquisition announcement.Canvas is just one of the many solutions we bring to clients to help them create a better,bespoke experience.Our Goals Optim

101、ization Engine creates personalized,dynamic assetallocation plans for individual investors,while our Portfolio Analytics Tool enables advisors to improve decision-making in their manager selection process.We have a deep,talented pool of distribution professionals who are committed to their clients,a

102、nd I am extremely excited for the future.Our extensive investment capabilities,talented team and strong brand position us well to anticipate and meet the ever-evolving needs of our clients.FRANKLIN RESOURCES,INC.ANNUAL REPORT 20229A one-stop shop for alternativesHead of Alternatives Tom Gahan provid

103、es perspective on the growing importance of alternative assets in investor portfolios.He also discusses how recent acquisitions position us as a broad-based alternatives provider for clients of all kinds.Q.What is driving the ongoing demand in private markets?A.Alternative assets are less correlated

104、 to public markets than traditional asset classes,and therefore can offer superior risk-adjusted returns,particularly in periods of volatility.We believe this trend will continue to attract both institutional and high-net-worth investors in the wealth management channel to alternatives,fueling furth

105、er growth in the category.In fact,Preqin(an investment data company)estimates that the market for alternative investments will double from$9 trillion in assets in 2021 to$18 trillion by the end of 2027.8With the closing of Alcentra on November 1,2022,we have$260 billion in alternative assets across

106、private equity and secondaries,real estate,alternative credit,hedge funds and venture capital,and are one of the few firms globally that can be a one-stop shopalternatives provider to meet this demand.Q.Franklin Templeton announced important alternative acquisitions in FY22.What did Lexington Partne

107、rs bring to the table?A.Franklin Templeton clients are increasingly allocating capital to alternative investments.Both of the acquisitions we made this year are consistent with our goal of expanding and globalizing our alternative asset management capabilities.The Lexington acquisition added signifi

108、cantglobal scale and rounded out our alternatives offering,adding secondaries and co-investments to our existing capabilities of alternative credit at Benefit Street Partners(BSP),private real estate at Clarion Partners and hedge funds at K2 Advisors.We are now one of the largest managers of alterna

109、tive assets globally.Q.What about Alcentra?A.The Alcentra transaction globalizes our alternative credit business and allows us to enter the European credit market at scale.Alcentra is a leading European credit andprivate debt manager.Like BSP,Alcentra has taken a very measured approach to risk.With

110、the acquisition,we will manage$75 billion in global alternative credit under the combined BSP and Alcentra platform.We believe this acquisition will unlock new opportunities to offer broader global credit solutions to our clients.Q.How is the firm positioned to meet future demand for individual inve

111、stors?A.We believe there is tremendous opportunity in the wealth management channel as individual investors are under-allocated to alternative investments.Over the past year,we have built out a dedicated alternative distribution team that supports all of our alternative specialist investmentmanagers

112、(SIMs).Having a dedicated Tom GahanHead of Alternatives,Franklin TempletonCEO&CIO,Benefit Street Partnersdistribution team is vital as alternative products require specific knowledge,training and client education.We are continuing to expand this team and are excited to keep investing in our distribu

113、tion capabilities.On the product side,we have launched several wealth managementoriented products over the past couple of years,including a tender fund,a REIT,an interval fund and a business development company.We believe there is tremendous opportunity for these products to grow as they are designe

114、d to offer investors strong risk-adjusted returns,limited volatility and virtually no constraints on fund capacity.In response to demand from our largest distribution partners,we are exploringlaunching multi-alternative asset products,packaging the investment expertise of our individual alternative

115、SIMs to create diversified alternative portfolios.Looking ahead,we believe there is significantly more opportunity to be innovative and create more products for wealth management clients that give exposure to alternatives.8.Source:Pensions&Investments,“Global Alternatives Market Projected to Double

116、in Size by 2027 Preqin,”October 5,2022.New capabilities bringnew opportunities for clientsand shareholders.10FRANKLIN RESOURCES,INC.ANNUAL REPORT 2022Advancing diversity&inclusionOur Chief Diversity Officer Regina Curry outlines why we are committed to diversity and inclusion(D&I)and howFranklin Tem

117、pletons D&I initiatives and services reflect the global growth in the diversity of clients and investment communities.Q.How does having a more diverse and inclusive firm enable us to deliver better outcomes for clients,shareholders and employees?A.D&I is part of our growth storythinking more holisti

118、cally and with diverse perspectives is a driver of business success.Diverse teams have been shown to discover untapped opportunities,deliver innovative solutions and produce better outcomes.For example,studies show that companies with greater gender diversity outperform those with lessoften by as mu

119、ch as 30%.9To navigate our industrys dynamic landscape,we believe asset managers must embed D&I practices and policies within their organizations as a platform for differentiation and competitive advantage.Companies and investors will likely miss opportunities without decision makers who can underst

120、and diverse business value propositions to drive firm performance and provide resiliency during challenging economic times.Q.Building on our long-term D&I efforts,significant firm-wide activity increased since you joined Franklin Templetonin 2020.What stands out to youas noteworthy?A.Im proud that F

121、ranklin Templeton deepened its commitment to D&I proactively,and not as a reaction to the rise in visibility of racial and social justice issues that occurred in 2020.We have been laser-focused on establishing a strong D&I infrastructure for long-term success.This included establishing a global D&I

122、strategy and creating a D&I goal requirement for employees with top-down accountability.We launched three regional,executive-led D&I councils to ensure a strong presence in all of our global markets.We continued to increase our dedicated workforce resources with the hiring of key roles to drive the

123、implementation of our global strategy.In addition to building the infrastructure,we forged strategic partnerships to influence macro change across the industry.For example,we partnered with Nex Cubeds Historically Black Colleges and Universities Founders Initiative,which was awardedBest DEI Initiati

124、ve of the Year in 2021 by Fund Intelligence.We continue to increase investments with new partnerships like Catalyst,a global organization that helps build inclusive and equitable workplaces for women,and the UK Diversity Project aimed at increasing inclusion in the investment industry.Q.How have Fra

125、nklin Templeton employees stepped up to advance D&I?A.After making progress to understand and embrace D&I as part of our business needs,we further engaged with our employees to talk about what D&I means to them.We launched a monthly series called Courageous Conversationsa D&I forum for colleagues to

126、 engage in listening and learning on an ongoing basis.Employees share their personal D&I stories and ask questions as they increase their own inclusive leadership capabilities.Topics have ranged from addressing xenophobia,to how to be an ally to women,to whether men feel included in D&I efforts.Our

127、eight employee-led Business Resource Groups(BRGs)continued to help foster a culture of inclusion by providing employees a greater sense of shared experiences and Regina CurryChief Diversity OfficerFranklin Templetonopportunities to impact business results.Our BRGs worked to enhance the understanding

128、 of diversity in the workplace and in our broader communities,and to enrich Franklin Templetons culture of mutual respect.Q.How is Franklin Templeton positioned to be a leader in the industry?A.As global investors,we seek out ways to increase equitable business practices and offerings that set us ap

129、art.With$68 trillion set to pass to heirs as part of the“great wealth transfer,”the inheriting generations are much more diverse than their elder generations,and their principles and priorities tend to differ.10In response to this increasing diversity,we launched“Changing Faces of Wealth:Dimensions&

130、Insights”in the U.S.a program designed to help financial professionals develop meaningful connections and initiate important conversations with the evolving dimensions of investors.The program started with six diverse segments:Women over 50,Latino and Hispanic,Asian American and Pacific Islanders,Bl

131、ack and African Americans,LGBTQ+and millennials.In less than a year,the program has reached more than 6,000 financial professionals across 80 cities.We are delighted by the positive feedback we have received from clients and partners and will continue to expand this offering.In addition,we recently

132、added global D&I as an area of thought-leadership exploration for the Franklin Templeton Institute.Dimensions&Insights,as its called,is in its early stages,but we plan to leverage this work to drive conversations more broadly on diversity,equity and inclusion and to use our voice as a driver of indu

133、stry change.9.Source:“Women Entrepreneurs and the Benefits of Equal Access to Capital”by Jenny Johnson,CEO of Franklin Templeton;Sara Araghi,Director of Franklin Venture Partners;Regina Curry,Chief Diversity Officer of Franklin Templeton;and Shelly Kapoor Collins,General Partner,Shatter,March 17,202

134、1.10.Source:High-Net-Worth and Ultra-High-Net-Worth Markets 2018:Shifting Demographics of Private Wealth,Cerulli Associates,2018.FRANKLIN RESOURCES,INC.ANNUAL REPORT 202211Creating value through sustainabilityAnne Simpson was appointed our Global Head of Sustainability in 2022.Prior to joining Frank

135、lin Templeton,Anne most recently held a leadership position at CalPERS.She shares insights on the role of sustainability in the investment industry overall as well as its importance at Franklin Templeton.Q.Are sustainability and profit mutually exclusive,or can investors achieve both?A.At the heart

136、of it,sustainability means meeting our generations needs without compromising the ability of future generations to meet theirs.Rather than being mutually exclusive,we believe that sustainability and profit are mutually inclusive over the long term.As stewards of our clients capital,we recognize that

137、 the opportunity to generate risk-adjusted returns relies on themanagement of three forms of capitalfinancial capital(the investment that they need to grow),human capital(people who work at the company and within its supply chain)and natural capital(for example,the climate,water or biodiversity that

138、 may be essential to business operations).Accordingly,our specialist investment managers(SIMs)seek to utilize relevant information that is available to them in each of these areas and strive to deliver repeatable,risk-adjusted returns based on our clients investment goals and preferences.Q.With a br

139、oad lineup of specialist investment managers that have investment autonomy,what is the firms overall approach to sustainable investing?A.The investment processes of our SIMs allow them to independently evaluate sustainability factors from multiple angles,varied by asset class,sub-asset class,regiona

140、l focus or individual mandates.Our specialist investment managers are,in turn,supported by our corporate platform,which seeks to provide each of them with the data,analytical tools,opportunities for collaboration and resources to meet clients needs.As one of the many tools available to our investmen

141、t teams,we established our Stewardship and Sustainability Council to bring together our SIMs for dialogue and sharing of best practices in the area of sustainable investing.Q.As you look to the future,how will Franklin Templetons sustainability efforts evolve?A.We believe investment sustainability g

142、oes hand in hand with the delivery of repeatable,risk-adjusted returns to our clients.We think that this helps our clients reach their financial goals,and this is why we have recently been emphasizing that the term“ESG”is,at best,incomplete.What its missing is another letter“F”for financial returns.

143、As noted earlier,sustainable investing is built upon a recognition that sustainability and financial returns are mutually inclusive over the longer term.The overall productivity of the economy is supported by our investee companies managing their impacts.Anne SimpsonGlobal Head of SustainabilityFran

144、klin TempletonAt Franklin Templeton,we believe that we are well placed to offer a full range of tailored investment solutions that are responsive to the demands of a new generation lookingfor sustainability in their investment strategies,and we are committed to building out our roster of strategies

145、with binding sustainable investment objectives.Throughout our 75-year history,we have viewed our role as acting as responsible guardians of our clients assets,as we deploy their capital consistent with their long-term interests.Sustainable investing,encompassing all three forms of previously mention

146、ed capital,is expected to be a core part of our investment approach in the years ahead,as we continue to work to deliver repeatable sources of investment return.Franklin Templeton is well positioned to act on the current inflection point,which is bringing together finance,policy and technology.Capit

147、al markets will remain crucial to helping foster the shift to a more sustainable global economy.By recognizing the need for further collaboration between investors,policymakers,regulators,service providers and society,we can work to ensure that our sustainability efforts contribute to better client

148、outcomes.Our investing decisions help our clients and the worldadvance.12FRANKLIN RESOURCES,INC.ANNUAL REPORT 2022Fiscal Year-End Date201720182019202020212022?Franklin Resources,Inc.$100.00$76.29$74.85$55.58$84.37$63.85?S&P 500 Index100.00117.91 122.93 141.55184.02 155.55?S&P U.S.BMI Asset Managemen

149、t&Custody Banks Index 100.00 98.5590.64 93.85 158.31114.22 Summary of operations(in millions)20182019202020212022 Adjusted Operating Revenues$4,200$3,881$3,878$6,317$6,474 Adjusted Operating Income 2,0941,654 1,491 2,3792,324 Adjusted Operating Margin49.8%42.6%38.5%37.7%35.9%Adjusted Net Income79811

150、1,331121,311 1,915 1,856Financial data(in millions)20182019202020212022Cash and Cash Equivalents and Investments13$9,131$8,491$5,083$6,911$6,753Total Assets14,384 15,661 21,68524,16828,061 Debt146966973,0173,399 3,376 Franklin Resources,Inc.Stockholders Equity9,8999,90710,11511,22311,475Assets under

151、 management(in billions)20182019202020212022Ending$717$693$1,419$1,530$1,297Average741697 8331,504 1,469 Per common share20182019202020212022Adjusted Diluted EPS$1.45$2.62$2.61$3.74$3.63Cash Dividends Declared3.921.04 1.08 1.12 1.16 Book Value19.07 19.8421.95 22.37 22.97 Employee headcount 9,748 9,5

152、9711,771 10,3009,767Adjusted operating revenues,adjusted operating income,adjusted operating margin,adjusted net income and adjusted diluted EPS are based on methodologies other than generally accepted accounting principles(“GAAP”).See“Supplemental Non-GAAP Financial Measures”in our Annual Report on

153、 Form 10-K for our fiscal year ended September 30,2022,for definitions and reconciliations of these measures.$0$100$200$300$40020172019201820202021202211.Includes an estimated income tax charge of$969 million resulting from enactment of the Tax Cuts and Job Act of 2017(“the Tax Act”).12.Includes an

154、income tax charge of$86 million due to a revision to the estimated income tax charge that was recognized in fiscal year 2018 resulting from enactment of the Tax Act.13.Includes direct investments of consolidated investment products of$1,094,$1,132,$785,$1,043 and$967.14.GAAP debt of$3.15 billion as

155、of September 30,2022,includes$0.2 billion fair value adjustments from purchase accounting.15.Data Source:S&P Global Market Intelligence.16.STANDARD&POORS,S&Pand S&P 500 are registeredtrademarks of Standard&Poors Financial Services LLC.17.In prior years,our performance graph reflected the cumulative

156、total return of the SNL U.S.Asset Manager Index,which wasdiscontinued effective August 7,2021,and replaced with the S&P U.S.BMI Asset Management and Custody Banks Total Return Index.As of 9/30/2022,the S&P U.S.BMI Asset Management&Custody Banks Index comprised the following companies:Affiliated Mana

157、gers Group Inc.,Ameriprise Financial Inc.,Ares Management Corporation,Artisan Ptnrs Asset Mgmt Inc.,AssetMark Financial Hldgs Inc.,Associated Capital Group Inc.,BlackRock Inc.,Blackstone Inc.,Blucora Inc.,Blue Owl Capital Inc.,Bridge Invt Grp Hldgs,BrightSphere Invt Group Inc.,Cohen&Steers Inc.,Diam

158、ond Hill Investment Group,Federated Hermes Inc.,Focus Financial Partners Inc.,Franklin Resources Inc.,Galaxy Digital Holdings Ltd.,GAMCO Investors Inc.,Grosvenor CapitalMgmt L.P.,Hamilton Lane Inc.,Invesco Ltd.,Janus Henderson Group plc,KKR&Co.,Manning&Napier Inc.,Northern Trust Corp.,Pzena Investme

159、nt Mgmt Inc.,Safeguard Scientifics Inc.,Sculptor Capital Mgmt Inc.,SEI Investments Co.,Silvercrest Asset Mgmt Group,State Street Corp.,StepStone Group,T.Rowe Price Group Inc.,The Bank of New York Mellon,The Carlyle Group,Victory Capital Holdings Inc.,Virtus Investment Ptnrs Inc.,Westwood Holdings Gr

160、oup Inc.and WisdomTree Investments Inc.The performance graph compares thecumulative total stockholder return of an investment in the common stock of Franklin Resources,Inc.for the last five years to that of the Standard&Poors 500 Composite Stock Price Index(S&P 500 Index)16 and to the S&P U.S.BMI As

161、set Management&Custody Bank Index.17The S&P 500 Index,an index to which the company was added in 1998,consists of 500 stocks chosen for market size,liquidity and industry group representation,and is one of the most widely used benchmarks of U.S.equity performance.The S&P U.S.BMI Asset Management&Cus

162、tody Banks Index is a market-value weighted index of 40 asset management companies.The graph assumes that the value of the investment in the companys common stock and each index was$100 at the market close on September 30,2017,and that all dividends were reinvested.The following information has been

163、 obtained from sources believed to be reliable,but neither its accuracy nor its completeness is guaranteed.The performance graph is not necessarily indicative of future investment performance.Performance graphComparison of Five-Year Cumulative Total Return15Cumulative Value of$100Financial highlight

164、sAs of and for the fiscal years ended September 30UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM 10-K(MARK ONE)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended September 30,2022 orTRANSITION REPORT PURSUANT TO SECT

165、ION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to Commission file number:001-09318 FRANKLIN RESOURCES,INC.(Exact name of registrant as specified in its charter)Delaware13-2670991(State or other jurisdiction of incorporation or organization)(I.R.S.Employer Identif

166、ication No.)One Franklin Parkway,San Mateo,CA 94403(Address of principal executive offices)(Zip code)(650)312-2000(Registrants telephone number,including area code)Securities registered pursuant to Section 12(b)of the Act:Title of each classTrading symbol(s)Name of each exchange on which registeredC

167、ommon Stock,par value$0.10 per shareBENNew York Stock ExchangeSecurities registered pursuant to Section 12(g)of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes NoIndicate by check mark if the registrant is not req

168、uired to file reports pursuant to Section 13 or Section 15(d)of the Act.Yes NoIndicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the reg

169、istrant was required to file such reports),and(2)has been subject to such filing requirements for the past 90 days.Yes NoIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(232.405 of t

170、his chapter)during the preceding 12 months(or for such shorter period that the registrant was required to submit such files).Yes NoIndicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reporting company,or an emerging growth

171、 company.See the definitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large Accelerated FilerAccelerated FilerNon-accelerated FilerSmaller Reporting CompanyEmerging Growth CompanyIf an emerging growth co

172、mpany,indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the registrant has filed a report on and atte

173、station to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issued its audit report.Indicate by check mark whether the registrant is

174、 a shell company(as defined in Rule 12b-2 of the Act).Yes No The aggregate market value of the voting common equity(“common stock”)held by non-affiliates of the registrant,as of March 31,2022(the last business day of registrants second quarter of fiscal year 2022),was$7.9 billion based upon the last

175、 sale price reported for such date on the New York Stock Exchange.Number of shares of the registrants common stock outstanding at October 31,2022:499,558,579.DOCUMENTS INCORPORATED BY REFERENCE:Certain portions of the registrants definitive proxy statement for its annual meeting of stockholders,to b

176、e filed with the Securities and Exchange Commission within 120 days after September 30,2022,are incorporated by reference into Part III of this report.PART I FORWARD-LOOKING STATEMENTS.This Annual Report on Form 10-K(“Annual Report”)and the documents incorporated by reference herein may include forw

177、ard-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 sol

178、ely 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 w

179、ords 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 material

180、ly 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 Ann

181、ual Report,including those discussed under the headings“Risk Factors,”“Managements Discussion and Analysis of Financial Condition and Results of Operations,”and“Quantitative and Qualitative Disclosures About Market Risk.”While forward-looking statements are our best prediction at the time that they

182、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

183、 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 possib

184、le for us to predict all of them.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

185、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.Item 1.Business.GENERAL Franklin Resources,

186、Inc.(“Franklin”)is a holding company with subsidiaries operating under our Franklin Templeton and/or subsidiary brand names.Franklins common stock is traded on the New York Stock Exchange(the“NYSE”)under the ticker symbol“BEN”and is included in the Standard&Poors 500 Index.In this Annual Report,Fran

187、klin 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 offer our services and products under our various distinct brand names,including,b

188、ut not limited to,Franklin,Templeton,Legg Mason,Alcentra,Benefit Street Partners,Brandywine Global Investment Management,Clarion Partners,ClearBridge Investments,Fiduciary Trust International,Franklin Bissett,Franklin Mutual Series,K2,Lexington Partners,Martin Currie,OShaughnessy Asset Management,Ro

189、yce Investment Partners and Western Asset Management Company.Unless otherwise indicated,our“funds”means the funds offered under our various brand names.We are a global investment management organization with$1,297.4 billion in assets under management(“AUM”)as of September 30,2022.Our mission is to h

190、elp people all over the world achieve the most important milestones of their lives through investment management expertise,wealth management and technology solutions.Through our specialist investment managers,we offer investment specialization bringing extensive capabilities across our fixed income,

191、equity,alternative and multi-asset products.For 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.3INDEX TO ANNUAL REPORT ON FORM 10-KFORM 10-KITEM PAGENUMBE

192、RPART I ITEM 1.BUSINESS .3ITEM 1A.RISK FACTORS .15ITEM 1B.UNRESOLVED STAFF COMMENTS .26ITEM 2.PROPERTIES .27ITEM 3.LEGAL PROCEEDINGS .27ITEM 4.MINE SAFETY DISCLOSURES .27INFORMATION ABOUT OUR EXECUTIVE OFFICERS .28PART IIITEM 5.MARKET FOR REGISTRANTS COMMON EQUITY,RELATED STOCKHOLDER MATTERS AND ISS

193、UER PURCHASES OF EQUITY SECURITIES .30ITEM 6.RESERVED .30ITEM 7.MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS .30ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK .55ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA .57ITEM 9.CHANGES IN AND DI

194、SAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE .96ITEM 9A.CONTROLS AND PROCEDURES .96ITEM 9B.OTHER INFORMATION .96ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS .96PART IIIITEM 10.DIRECTORS,EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE .97ITEM 11.EXECU

195、TIVE COMPENSATION .97ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS .97ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,AND DIRECTOR INDEPENDENCE .97ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES .97PART IVITEM 15.EXHIBITS AND FINANCIAL S

196、TATEMENT SCHEDULES .98ITEM 16.FORM 10-K SUMMARY .98EXHIBIT INDEX .98SIGNATURES .1012Our business is conducted through our subsidiaries,including our specialist investment managers.Our specialist investment managers include subsidiaries registered with the U.S.Securities and Exchange Commission(the“S

197、EC”)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,Hong Kong,Ireland,India,Japan,Luxembourg,Malaysia,Mexico,Singapore,Switzerland,South K

198、orea,Commonwealth of The Bahamas,the United Arab Emirates and the United Kingdom(“U.K.”).Our U.S.-registered funds and most of our non-U.S.-registered funds operate as independent companies subject to the supervision and oversight of the funds own boards of directors or trustees.Our registered open-

199、end funds,or mutual funds,continuously offer their shares to investors.Our registered closed-end funds issue a set number of shares to investors in a public offering which are traded on a public stock exchange.Our investment managers manage a funds portfolio of securities in accordance with the fund

200、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 fun

201、ds 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 th

202、e 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.Our AUM by Asset Class and Product TypeWe offer a broad product mix under our fixed income,equity,alternative,multi-asset and

203、cash management asset classes.Our fixed income capabilities include government,municipals,corporate credit,bank loans,securitized,multi-sector,currencies and other investments.Our equity capabilities include value,deep value,core value,blend,growth at a reasonable price(GARP),growth,convertibles,sec

204、tor,Shariah,smart beta and thematic 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 data/risk,absolute return,tactical asset

205、 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 and other products.Our non-U.

206、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 pr

207、ovided to various institutions 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 p

208、roviding investment management services are generally based on a percentage of AUM in the accounts that we advise,the asset classes of the accounts,and the types of services that we provide.AUM by asset class and product type was as follows(primarily based on where product is domiciled):(in billions

209、)as of September 30,2022U.S.FundsNon-U.S.FundsInstitutional Separate AccountsRetail Separately Managed AccountsOtherTotalPercentageof TotalAUMFixed Income .$146.9$35.6$238.2$28.0$42.2$490.9 38%Equity .188.9 68.1 35.5 66.7 33.1 392.3 30%Alternative .5.7 6.0 32.1 181.3 225.1 17%Multi-Asset .82.2 7.5 6

210、.8 5.4 29.6 131.5 10%Cash Management .28.6 27.9 1.1 57.6 5%Total .$452.3$145.1$313.7$100.1$286.2$1,297.4 100%See“Assets under Management”under Item 7,Managements Discussion and Analysis of Financial Condition and Results of Operations,of this Annual Report for additional information about our AUM.Br

211、oadly speaking,other than 5We 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 i

212、nvestors 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 e

213、xchange-traded funds,or“ETFs”)and unregistered funds.Related services include fund administration,sales and distribution,and shareholder servicing.Our sales and distribution services include distribution-related financial technology.We may perform services directly or through third parties.We also p

214、rovide 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 clas

215、ses 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 s

216、uccess 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 performanc

217、e of our investment products and on providing high quality service to our clients.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,re

218、gistration,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 18 Segment and Geographic Information in the notes to con

219、solidated financial statements in Item 8 of Part II of this Annual Report.Recent AcquisitionOn November 1,2022,we acquired BNY Alcentra Group Holdings,Inc.(together with its subsidiaries,“Alcentra”)from The Bank of New York Mellon Corporation.Alcentra is a leading European credit and private debt ma

220、nager,with global expertise in senior secured loans,high yield bonds,private credit,structured credit,special situations and multi-strategy credit strategies.We expect this acquisition to expand our alternative credit capabilities and presence in Europe,and continue to strengthen the breadth and sca

221、le of our alternative asset strategies.Company History 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

222、 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 ot

223、hers:(i)the Templeton investment firm,known for its global investing strategies and value style of investing,in 1992,(ii)the Franklin Mutual Series investment firm,known for its value-oriented equity funds,in 1996,(iii)the Franklin Bissett investment firm,known for its Canadian fixed income funds an

224、d growth-oriented equity funds,in 2000,(iv)the Fiduciary Trust International investment,trust and fiduciary services firm,in 2001,(v)the Benefit Street Partners U.S.alternative credit manager firm,in 2019,(vi)the Athena Capital Advisors investment and wealth management firm,in March 2020,(vii)The Pe

225、nnsylvania Trust Company investment,trust and fiduciary services firm,in May 2020,(viii)the Legg Mason global investment firm,including certain specialist investment managers,in July 2020,(ix)the OShaughnessy Asset Management quantitative asset management firm,in December 2021,and(x)the Lexington Pa

226、rtners global investment firm,known for its alternative asset capabilities,in April 2022.OUR BUSINESS STRUCTUREThrough 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 general

227、ly 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 significant portion of our revenues,depend to a large extent on the level and relative mix of our AUM and the ty

228、pes of services provided,which are subject to change.4For our U.S.mutual funds,the board of directors or trustees of each fund and our management personnel regularly review the investment management fee structures for the funds in light of fund performance,the level and range of services provided,in

229、dustry conditions and other relevant factors.Most of our investment management agreements between our subsidiaries and our U.S.mutual funds must be renewed each year after an initial two-year term,and must be specifically approved at least annually by a vote of each funds board of directors or trust

230、ees as a whole and separately by a majority of its directors or trustees who are not interested persons of the fund under the Investment Company Act of 1940(the“Investment Company Act”),or by a vote of the holders of a majority of the funds outstanding voting securities.In addition,our U.S.agreement

231、s 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 re

232、newal provisions,which often provide for termination upon relatively short notice with little or no penalty.Investment management fees are at times waived or voluntarily reduced when,for example,a new fund/account is established,and then increased to contractual levels within an established timeline

233、 or as net asset values reach certain levels.2.Retail Separately Managed Account Programs Certain of our specialist investment managers provide asset management services to retail separately managed account programs sponsored by various financial institutions.These programs typically allow securitie

234、s brokers or other financial intermediaries to offer their clients the opportunity to choose from a number of asset management services pursuing different investment strategies provided by one or more investment managers,and generally charge an all-inclusive fee that can cover asset management,trade

235、 execution,asset allocation and custodial and administrative services.3.Alternative StrategiesCertain of our specialist investment managers manage alternative investment strategies which provide our clients with alternatives to traditional equity and fixed income products and services.Our alternativ

236、e products include private credit funds and structured products,business development companies,hedge funds(funds of funds and custom advisory solutions),private equity funds,venture capital funds and real estate funds.These products employ various investment strategies and approaches,including loan

237、origination,collateralized loan obligations,high-yield credit,hedge fund advisory,private equity and infrastructure transactions in emerging markets,global macro,financial technology,consumer loans,direct real estate investments,and custom-tailored investment programs.4.High-Net-Worth Investment Man

238、agement,Trust and Custody Through our Fiduciary Trust International group,including its trust company and investment adviser subsidiaries,and through certain other of our subsidiaries,we provide investment management and related services to,among others,high-net-worth individuals and families,family

239、 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

240、 clients also seek multi-manager,multi-asset class solutions.Through our trust company subsidiaries,including Fiduciary Trust International,we also may provide separately managed accounts,private funds,and trust,custody and related services,including administration,performance measurement,estate pla

241、nning and tax planning.5.Sales and Distribution Our global distribution framework is organized into two groups.Our global advisory services group is responsible for sales,marketing and business development,and maintains a regional distribution model.Our global alliances and new business strategies g

242、roup oversees our digital wealth management and distribution-related financial technology,joint ventures,seed capital allocations,and direct-to-consumer initiatives.Our groups work closely together to meet the needs of our advisors,clients and investors.There are many sales channels across each regi

243、on,which may include retail,institutional,private wealth,retirement,insurance,and other specialty sales.Our global footprint and breadth of investment capability provides the opportunity for us to work with global financial institutions to add value through and beyond investing,including by building

244、 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

245、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.7AUM changes due to acquisitions,changes in our AUM depend primaril

246、y 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 of net flows.Changing market conditions and the evolving needs of our clients may cause asset volatility and a shift in our asset mix,potentially

247、 resulting in an increase or decrease in our revenues and income depending upon the nature of our AUM and the level of management fees we earn based on our AUM.Our Specialist Investment ManagersOur specialist investment managers offer diverse perspectives and specialized expertise across asset class

248、es 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(primarily fixed income,equity or alternatives)and each may differ in the types of products and services offered,the investmen

249、t 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.We have in place revenue sharing arrangements with certain of our

250、specialist investment managers.Our specialist investment managers include:Benefit Street Partners,Brandywine Global,Clarion Partners,ClearBridge Investments,Fiduciary Trust International,Franklin Equity Group,Franklin Mutual Series,Franklin Templeton Emerging Markets Equity,Franklin Templeton Fixed

251、Income,Franklin Templeton Global Private Equity,Franklin Templeton Investment Solutions,K2 Advisors,Lexington Partners,Martin Currie,OShaughnessy Asset Management,Royce Investment Partners,Templeton Global Equity Group,Templeton Global Macro and Western Asset Management.Our Broad Range of Services a

252、nd Capabilities 1.Investment Management Services Through our specialist investment managers,we offer a broad range of services and capabilities under our fixed income,equity,alternative,multi-asset and cash management asset classes.We also offer diverse strategies across active,smart beta and passiv

253、e approaches,in a broad range of vehicles.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 charitabl

254、e foundations,healthcare systems and insurance companies.Our investment products include mutual funds,closed-end 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

255、 goals and preferences,from capital appreciation to capital preservation,as well as 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 investme

256、nt 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 intermediar

257、ies.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 dis

258、tribute our products through various subsidiaries to institutional investors with separate accounts.A few of our subsidiaries also serve as direct marketing broker-dealers for institutional investors for certain of our private funds,and some of our private funds may utilize third-party placement age

259、nts.Our services also include management of our ETF platforms.Our ETF platforms include smart beta and actively managed ETFs,as well as additional lower fee passive ETF products.ETFs trade like stocks,fluctuate in market value and may trade at prices above or below the ETFs net asset value.Our speci

260、alist investment managers provide investment management services pursuant to agreements in effect with each of our investment products and/or clients,including products for which we provide sub-advisory services.Investment management fees are generally determined as a percentage of AUM pursuant to s

261、uch contractual arrangements.Our investment management services include services to accounts for which we have full investment discretion and to accounts for which we have no investment discretion.Our services include fundamental investment research and valuation analyses,including original economic

262、,political,industry and company research,and analyses of suppliers,customers and competitors.Our management fee on an account varies with the types of services that we provide for the account,among other things.6COMPETITION The financial services industry is a highly competitive global industry.Comp

263、etition 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

264、 investment banking firms,insurance companies,banks and other financial 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 produc

265、t 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

266、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 mi

267、x,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 fixed income,equity,alternative and multi-asset asset mix,coupled with our

268、 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 a

269、s 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 advise

270、rs 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 gr

271、eater financial resources and broader distribution channels than our own.REGULATION GeneralWe 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 wit

272、h 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

273、 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 d

274、iscussion 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 variou

275、s 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

276、 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 o

277、f 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 ot

278、her non-U.S.jurisdictions regarding the reporting and escheatment of unclaimed or abandoned property.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,dir

279、ectives,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 9Our sales and distribution capabi

280、lities 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 corporate distribution subsidiaries generally serve as the principal underwriters and distributors of shares of most

281、 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 fund ranges,are distributed globally on a cross-border basis,while

282、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 an

283、d 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.Sa

284、les commissions are earned from the sale of certain classes of sponsored funds at the time of purchase and may be reduced or eliminated depending on the amount invested and the type of investor.Therefore,our sales fees generally will change with the overall level of gross sales,the size of individua

285、l transactions,and the relative mix of sales between different share classes and types of investors.Our 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 mark

286、et 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

287、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 on

288、e-year terms and must be approved annually by a vote of each funds board of directors or trustees as a whole and separately by a majority of its directors or trustees who are not interested persons of the fund under the Investment Company Act.The Rule 12b-1 Plans are subject to termination at any ti

289、me by a majority vote of the disinterested fund directors or trustees or by the particular funds shareholders.We pay substantially all of our sales and distribution fees earned as revenues,including fees earned under the Rule 12b-1 Plans,to the financial advisers and other intermediaries that sell o

290、ur 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 o

291、ther 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 in servicing and maintaining investors accounts,and for reporting and v

292、arious 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 distributio

293、n 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

294、distribution of our non-U.S.mutual funds where,generally,our subsidiary that distributes the funds receives maintenance fees from the funds and pays commissions and certain other fees to financial advisers,banks and other intermediaries.6.Shareholder Servicing We perform our shareholder servicing se

295、rvices 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.Fees for U.S.funds are based on the level of A

296、UM and the number of transactions in shareholder accounts,while outside of the U.S.,the fees are based on the level of AUM and/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,dep

297、ending on the jurisdiction.8Systemically Important Financial Institutions.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 Sta

298、bility 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

299、of the Federal Reserve System.The FSB may designate certain non-bank financial companies as global systemically important financial institutions(“G-SIFIs”).The FSOC and the FSB,as well as other global regulators,are considering what threats to U.S.and global financial stability,if any,arise from ass

300、et management companies and/or the funds that they sponsor or manage,and whether such threats can be mitigated by treating such entities as SIFIs or G-SIFIs and/or subjecting them to additional regulation.To the extent that we or any of our funds are designated as a SIFI or G-SIFI,such designations

301、would add additional supervision,review,monitoring and/or regulation resulting in increased scrutiny and oversight that could impact our business.Derivatives and Other Financial Products.Regulators continue to review practices and regulations relating to the use of futures,swaps and other derivative

302、s,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.As of August

303、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 ar

304、e in the process of adopting or implementing,similar and additional requirements.There is some risk that full mutual recognition may not be achieved between the various regulators,which may cause us to incur duplicate regulation and transaction costs.Money Market Funds.The regulatory structure gover

305、ning 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 addition,regulatory authorities re

306、main focused on whether to implement further reform measures to improve the resiliency of money market funds and the broader short-term funding markets,which,if adopted,could significantly impact the money market fund industry.Privacy and Data Protection.There has been increased regulation with resp

307、ect to the protection of customer privacy and data,and the need to secure sensitive customer,personnel and others information.A majority of the jurisdictions where we operate are covered,or we expect will be covered,by privacy and data protection laws and regulations.As the regulatory focus on priva

308、cy continues to intensify and laws and regulations concerning the management of personal data continue to expand,risks related to privacy and data collection within our business will increase.In addition to the EUs GDPR data protection rules,we also are or may become subject to or affected by additi

309、onal country,federal and state laws,regulations and guidance impacting consumer privacy,such as the California Consumer Privacy Act(“CCPA”)that provides for enhanced consumer protections for California residents,enforcement authority by the California Attorney General and/or the California Privacy P

310、rotection Agency for CCPA violations,and the potential for private litigation,including statutory damages for data security breaches.The EUs GDPR strengthened and unified data protection rules for individuals within the EU and addresses export of personal data outside the EU.The primary objectives o

311、f GDPR are to give citizens control of their personal data and to simplify the regulatory environment for international business by unifying data protection regulation within the EU.Compliance with the stringent data protection rules under GDPR requires ongoing review of our global data processing s

312、ystems.There are also new laws that have been adopted in recent years,including,for example,Brazils Lei Geral de Proteo de Dados with regulatory enforcement as of August 2021,and the California Privacy Rights Act with an effective date of January 1,2023.SEC Regulation Best Interest.In June 2019,the

313、SEC adopted a package of new rules,amendments and interpretations,including Regulation Best Interest and a new form of relationship summary,designed to enhance investor protections for all retail customers.Since June 2020,such rules,among other things:(i)require broker-dealers to act in the best int

314、erest of their retail customers when recommending securities and account types,(ii)raise the broker-dealer standard of conduct beyond existing suitability obligations,and(iii)require broker-dealers and registered investment advisers to provide their retail clients with a new relationship summary dis

315、closure document to inform such clients of the nature of their relationships with the clients investment professionals,including a description of services offered,the legal standards of conduct that apply to such services,the fees a client might pay,and conflicts of interest that may exist.11enforce

316、ment,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 licen

317、ses,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.See Item 7,Managements Discussion and Analysis of Financial C

318、ondition and Results of Operations,of this Annual Report,for financial information about our business,including certain regulatory financial impacts disclosed therein.U.S.RegulationU.S.Regulatory Framework.As a U.S.reporting company,we are subject to U.S.federal securities laws,state securities and

319、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 a

320、re 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 Ac

321、t 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 or

322、ganizations,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,and the USDT.Our non-U.S.operations also may be subject to regulation by U.S.regulators,including the SEC,the CFT

323、C 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 the CFTC,and many of our funds are registered with the SEC under the Investment Company Act.These registrations,licenses and authorizations impose numerous obliga

324、tions,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 a

325、ctivities.The Investment Company Act imposes similar obligations on the registered investment companies advised by our subsidiaries.U.S.Regulatory Reforms.Over the years,the U.S.federal corporate governance and securities laws have been augmented substantially and made significantly more complex by

326、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 add further complexity to our business and operations and coul

327、d 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.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 addi

328、tional obligations,include:Sustainable Investing and ESG.Sustainable investing and ESG have been the focus of increased regulatory scrutiny across jurisdictions.Globally,the International Sustainability Standards Board and applicable disclosure standards impact how national regulators approach these

329、 topics.In the U.S.,the SEC has proposed rules to require public issuers to provide enhanced disclosure regarding climate-related information in annual reports and registration statements.Also,the SEC has increased its focus on disclosure and compliance related to ESG strategies of investment advise

330、rs and funds.10The 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 additio

331、n,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

332、clients.The EUs 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

333、 domiciled outside the EU.The introduction of a third-country passport to non-EU AIFs/AIF managers has been delayed until further positive advice is delivered to the European Commission regarding a sufficient number of non-EU countries to better evaluate the impact,including with respect to the withdrawal of the U.K.from the EU.Compliance with the AIFMDs requirements may restrict AIF marketing and