FRANKLIN RESOURCES INC — Capital/Financing Update 2012

Sep 19, 2012

FWP 1 d411632dfwp.htm FREE WRITING PROSPECTUS Free Writing Prospectus

Issuer Free Writing Prospectus filed pursuant to Rule 433

supplementing the Preliminary Prospectus Supplement dated

September 19, 2012 and the Prospectus dated September 19, 2012

Registration Statement No. 333-183969

Dated: September 19, 2012

FRANKLIN RESOURCES, INC.

US$300,000,000 1.375% Five-Year Notes

FINAL PRICING TERM SHEET

September 19, 2012

Issuer: Franklin Resources, Inc.

Type: SEC Registered

Ratings: A1 (Stable) by Moody’s Investors Service, Inc.

AA- (Stable) by Standard & Poor’s Ratings Services

Trade Date: September 19, 2012

Settlement Date: September 24, 2012 (T+3 days)

Securities: 1.375% Notes due 2017

Size: US $300,000,000

Maturity Date: September 15, 2017

Semi-Annual Coupon: 1.375%

Interest Payment Dates: March 15 and September 15, commencing March 15, 2013

Price to Public: 99.455%

Benchmark Treasury: 0.625% due August 31, 2017

Benchmark Treasury Price & Yield: 99-22 / 0.689%

Spread to Benchmark Treasury: + 80 bps

Yield: 1.489%

Make-Whole Call: T + 12.5 bps

Day Count: 30/360

Minimum Denomination / Multiples: $2,000 / $1,000

CUSIP: 354613AH4

ISIN: US354613AH43

Joint Book-Running Managers: Merrill Lynch, Pierce, Fenner & Smith

Incorporated

Morgan Stanley & Co. LLC

Co-Managers: Citigroup Global Markets Inc.

HSBC Securities (USA) Inc.

J.P. Morgan Securities LLC

UBS Securities LLC

Wells Fargo Securities, LLC

This communication is intended for the sole use of the person to whom it is provided by the issuer.

Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revisions or withdrawal at any time.

The issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering.

You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov . Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-800-294-1322 or Morgan Stanley & Co. LLC at 1-866-718-1649.

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