Brandywine Global   •

ClearBridge Investments   •

Legg Mason Global Equities Group   •

Permal   •

QS Investors      

Royce & Associates   •

Western Asset Management

Joseph A. Sullivan

Chief Executive Officer

Peter H. Nachtwey

Chief Financial Officer

June 23, 2014

If the wind will not serve, take to the oars.

-Latin proverb

Debt Restructuring

Issuer Free Writing Prospectus

Filed Pursuant to Rule 433

Registration Statement No. 333-193321

Current Capital Structure

•

$650M of 5.500% notes due 2019

•

$400M of 5.625% notes due 2044

•

Both note offerings favorably received by the market

•

The 2044 notes issued at an attractive coupon

•

Each offering improved debt capital structure and credit profile

2019 Notes

•

7 year notes issued in May 2012  in a very different environment: no comparable LM

securities outstanding at the time and a less robust credit story resulting in less favorable

terms for the notes:

–

Coupon significantly higher than our current credit profile and market conditions

warrant (5.5% vs current trading yield of <3.0% for these notes due to a combination

of

lower

rates,

tighter

corporate

spreads

and

improved

LM

credit

metrics)

–

Certain non-standard covenants for investment grade credits

•

Ability to refinance now at current low interest rates

Page 1

•

Significant progress made to date to improve capital structure, replacing $1.5B of

privately offered convertible notes and short term bank debt with long term publicly

traded fixed rate notes

Capital Structure Considerations

•

We have an opportunity to implement an enhanced long term capital structure with leverage remaining neutral:

–

$550M of upsized 30-year debt

•

“Permanent" debt capital at today's favorable rates to finance core needs, which include regulatory

capital requirements and seed capital

–

$250M

of

new

10-year

debt

•

Provides flexibility to de-lever down the road and to take advantage of strong demand in this tenor

•

Meaningful

interest

expense

savings

over

the

term

as

compared

to

current

debt

–

$250M of new 5-year debt swapped to floating

•

Provides flexibility to de-lever in the future if we choose to do so

•

Expected

to

generate

incremental

near

term

interest

expense

savings

as

compared

to

current

debt

•

Our cash balances provide a natural hedge against rising rates

•

Extending debt maturities out to 10 and 30 years further enhances credit profile and increases financial flexibility

–

Strong cash generation and extended maturities provides maximum flexibility for projected corporate and

strategic initiatives

Page 2

Page 3

Post January 2014 Notes Offering and Illustrative Debt Restructuring

Prior to 2012 Notes Offering

Post 2012 Notes Offering

Capital Structure Summary

1,250

Summary

•

Actions

–

Retire all 2019 notes by exercise of make whole call

–

New financing:

–

Reopen 30-year notes for $150M

–

Issue $250M of new 10-year notes

–

Issue $250M of new 5-year notes

–

Swap $250M of newly issued 5-year notes to floating

•

Improving our capital structure at this time presents a number of compelling benefits,

including:

–

Refinancing high coupon debt at current low interest rates

–

Improving our capital structure to enhance financial flexibility

–

Reducing refinancing risk in 2019

–

Putting in place debt with standard, investment-grade covenants

•

The

call

premium,

plus other non-cash charges associated with retiring the 2019 Notes,

are

anticipated

to

approximate

$105-110M

and

are

expected

to

be

offset

by

interest

savings over the life of the debt

–

The higher the increase in rates between now and 2019, the greater the benefit

•

The

call premium

will

not

impact

future

plans

to

use

cash

generated

for

share

buybacks

and

additional

seed

investments,

or to

potentially fund

possible new

acquisitions

Page 4

About This Presentation

The issuer has filed a registration statement, including a prospectus, with the 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 Joint Book-Running Managers in the offering will arrange to send you

the prospectus if you request it by contacting J.P. Morgan Securities LLC collect at

(212) 834-4533 or Citigroup Global Markets Inc. at (800) 831-9146.

This communication does not constitute an offer to sell or the solicitation of an offer to buy any

securities in any jurisdiction to any person to whom it is unlawful to make such offer or

solicitation in such jurisdiction.

Page 5