Western Asset High Income Opportunity Fund Inc.

11/25/2024 | Press release | Distributed by Public on 11/25/2024 06:41

Annual Report by Investment Company Form N CSR

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-07920

Western Asset High Income Opportunity Fund Inc.

(Exact name of registrant as specified in charter)

620 Eighth Avenue, 47th Floor, New York, NY 10018

(Address of principal executive offices) (Zip code)

Marc A. De Oliveira

Franklin Templeton

100 First Stamford Place

Stamford, CT 06902

(Name and address of agent for service)

Registrant's telephone number, including area code: 1-888-777-0102

Date of fiscal year end: September 30

Date of reporting period: September 30, 2024

ITEM 1. REPORT TO STOCKHOLDERS.

The Annual Report to Stockholders is filed herewith.

Annual Report September 30, 2024
WESTERN ASSET
HIGH INCOME
OPPORTUNITY FUND
INC. (HIO)
Fund objectives
The Fund seeks high current income. Capital appreciation is a secondary objective.

In seeking to fulfill its investment objectives, the Fund invests, under normal market conditions, at least 80% of its net assets in high-yield securities and up to 20% in common stock equivalents, including options, warrants and rights.
What's inside
Letter from the chairman
III
Fund overview
1
Fund at a glance
7
Fund performance
8
Schedule of investments
10
Statement of assets and liabilities
27
Statement of operations
28
Statements of changes in net assets
29
Financial highlights
30
Notes to financial statements
32
Report of independent registered public accountingfirm
43
Board approval of management and subadvisory agreements
44
Additional information
51
Annual chief executive officer and principal financial officer certifications
58
Other shareholder communications regarding accounting matters
59
Summary of information regarding the Fund
60
Dividend reinvestment plan
71
Important tax information
73
II
Western Asset High Income Opportunity Fund Inc.
Letter from the chairman
Dear Shareholder,
We are pleased to provide the annual report of Western Asset High Income Opportunity Fund Inc. for the twelve-month reporting period ended September 30, 2024. Please read on for a detailed look at prevailing economic and market conditions during the Fund's reporting period and to learn how those conditions have affected Fund performance.
Special shareholder notice
Effective March 1, 2024, Walter Kilcullen joined the Fund's portfolio management team.
As always, we remain committed to providing you with excellent service and a full spectrum of investment choices. We also remain committed to supplementing the support you receive from your financial advisor. One way we accomplish this is through our website, www.franklintempleton.com. Here you can gain immediate access to market and investment information, including:
 Fund prices and performance,
 Market insights and commentaries from our portfolio managers, and
 A host of educational resources.
We look forward to helping you meet your financial goals.
Sincerely,
  
Jane Trust, CFA
Chairman, President and Chief Executive Officer
 October 31, 2024
Western Asset High Income Opportunity Fund Inc.
III
(This page intentionally left blank.)
Fund overview
Q. What is the Fund's investment strategy?
A. The Fund seeks high current income. Capital appreciation is a secondary objective. In seeking to fulfill its investment objectives, the Fund invests, under normal market conditions, at least 80% of its net assets in high yield securities and up to 20% in common stock equivalents, including options, warrants and rights.
We employ an actively managed approach that is risk-aware and incorporates top-down macroeconomic views with industry sector insights and bottom-up credit research to derive the general framework for the Fund's predominantly non-investment grade credit mandate. This framework provides the foundation for how the portfolio is positioned with respect to risk (aggressive, neutral, conservative), as well as sector overweights and underweights.
Risk and weightings are reviewed on a regular basis. Our bottom-up process provides the basis for populating the targeted industry weightings through individual credit selection. Analysts work closely with investment professionals to determine which securities provide the best risk/reward relationship within their respective sectors. The research team focuses on key fundamental measures such as leverage, cash flow adequacy, liquidity, amortization schedule, underlying asset value and management integrity/track record.
At Western Asset Management Company, LLC (Western Asset), the Fund's subadviser, we utilize a fixed income team approach, with decisions derived from interaction among various investment management sector specialists. The sector teams are comprised of Western Asset's senior portfolio management personnel, research analysts and an in-house economist. Under this team approach, management of client fixed income portfolios will reflect a consensus of interdisciplinary views within the Western Asset organization. The individuals responsible for development of investment strategy, day-to-day portfolio management, oversight and coordination of the Fund are Walter Kilcullen, Michael C. Buchanan and Christopher F. Kilpatrick.
Q. What were the overall market conditions during the Fund's reporting period?
A. The overall U.S. fixed income market experienced periods of volatility but generated strong results over the twelve-months ended September 30, 2024. The market was driven by several factors, including resilient economic growth, moderating inflation, shifting U.S. Federal Reserve (Fed) monetary policy tightening, and several geopolitical issues.
Short-term U.S. Treasury yields moved lower as the Fed lowered interest rates for the first time since 2020 in September 2024. The two-year Treasury yield began the reporting period at 5.03% and ended the period at a low of 3.49%, which first occurred on September 24, 2024, while its high of 5.19% took place on October 17 and 18, 2023. Long-term U.S. Treasury yields also moved lower given easing inflation and loosening Fed monetary policy. The ten-year Treasury yield began the reporting period at 4.59% and ended at 3.81%. Its low of 3.63% occurred on September 16, 2024, and its high of 4.98% occurred on October 19, 2023.
Western Asset High Income Opportunity Fund Inc. 2024 Annual Report
1
Fund overview (cont'd)
All told, the Bloomberg U.S. Aggregate Indexi returned 11.57% for the twelve months ended September 30, 2024. For comparison purposes, riskier fixed-income securities, including high-yield bond and emerging market debt, produced stronger results. Over the fiscal year, the Bloomberg U.S. Corporate High Yield - 2% Issuer Cap Indexii and the JPMorgan Emerging Markets Bond Index Global (EMBI Global)iii returned 15.73% and 18.02%, respectively.
Q. How did we respond to these changing market conditions?
A. A number of adjustments were made to the Fund's portfolio during the reporting period. We decreased our exposure to European below investment-grade corporate credit and emerging market below investment-grade credit through attractive tender offers and maturities. We ended the period with an overweight to emerging markets of roughly 12.5%. These reductions were issuers that performed well, primarily in the healthcare, transportation, and food and beverage sectors. We increased our bank loan exposure to a modest mid-single digit percentage of the portfolio. Bank loans still offer attractive income opportunities and are typically secured to an issuer's assets.
From a quality ratings perspective, we have been adding mainly single B and BB rated opportunities globally to increase the income available to shareholders. We did, however, reduce our overweight to investment-grade rated issuers, as it has continued to grow through upgrades over the past several years. We have experienced "rising star" activity in the energy space as an example. Additionally, after the reporting period ended this trend continued, with natural gas producer Southwestern Energy Company getting upgraded from below investment-grade to investment-grade. We ended the reporting period with the portfolio at roughly 86.4% concentrated among investment-grade, BB and single B rated fixed income securities.
In terms of duration, we ended the period with an overweight versus the benchmark. Several central banks globally have begun easing cycles, which should benefit a duration overweight.
Performance review
For the twelve months ended September 30, 2024, Western Asset High Income Opportunity Fund Inc. returned 12.87% based on its net asset value (NAV)iv and 24.11% based on its New York Stock Exchange (NYSE) market price per share. The Fund's unmanaged benchmark, the Bloomberg U.S. Corporate High Yield - 2% Issuer Cap Index, returned 15.73% for the same period.
The Fund has a practice of seeking to maintain a relatively stable level of distributions to shareholders. This practice has no impact on the Fund's investment strategy and may reduce the Fund's NAV. The Fund's manager believes the practice helps maintain the Fund's competitiveness and may benefit the Fund's market price and premium/discount to the Fund's NAV.
2
Western Asset High Income Opportunity Fund Inc. 2024 Annual Report
During the twelve-month period, the Fund made distributions to shareholders totaling $0.43 per share of which $0.08 will be treated as a return of capital for tax purposes.* The performance table shows the Fund's twelve-month total return based on its NAV and market price as of September 30, 2024. Past performance is no guarantee of future results.
Performance Snapshot as of September 30, 2024
Price Per Share
12-Month
Total Return**
$4.23 (NAV)
12.87
%†
$4.05 (Market Price)
24.11
%‡
All figures represent past performance and are not a guarantee of future results.
** Total returns are based on changes in NAV or market price, respectively. Returns reflect the deduction of all Fund expenses, including management fees, operating expenses, and other Fund expenses. Returns do not reflect the deduction of brokerage commissions or taxes that investors may pay on distributions or the sale of shares.
† Total return assumes the reinvestment of all distributions, including returns of capital, at NAV.
‡ Total return assumes the reinvestment of all distributions, including returns of capital, in additional shares in accordance with the Fund's Dividend Reinvestment Plan.
Q. What were the leading contributors to performance?
A. Within our developed market high-yield allocation, several positions were rewarded during the reporting period. Examples include overweight positions in issuers owned by EchoStar, cruise ship operators Carnival and NCL, and U.K. food and beverage company Asda (Bellis Acquisition) to name a few. Our front-end Dish DBS and DISH Network bonds specifically performed well given they rose to par as the maturity dates approached. Additionally, Dish Network unsecured convertible bondholders agreed to move up the capital structure and swap into a secured position in exchange for a maturity extension. Our Dish DBS position benefited as well given the proposed merger with DirecTV. The previously mentioned cruise ship operators posted positive fundamental results, continued to de-lever their balance sheets post the global pandemic, and have been getting favorable attention from the rating agencies recently. U.K. grocery store operator Asda posted stable fundamental results and reduced their maturity hurdles by tendering for their debt at attractive prices, sending our bonds higher in price.
Within our investment-grade credit allocation, several issuers performed well fundamentally and the added duration from these higher quality positions was also beneficial. Energy overweights to Western Midstream Operating and Kinder Morgan posted solid fundamental results and benefited performance. Our positioning in hospital operator HCA, and recent "rising star" automobile manufacturer and lender Ford Motor Credit outperformed.
*
For the tax character of distributions paid during the fiscal year ended September 30, 2024, please refer to page 42 of this report.
Western Asset High Income Opportunity Fund Inc. 2024 Annual Report
3
Fund overview (cont'd)
Within our emerging markets allocation, an overweight to several issuers was beneficial to performance. Examples include global generic drug manufacturer Teva Pharmaceuticals, Mexican financial institution Banco Mercantil Del Norte, and energy companies Petrobras Global Finance B.V. in Brazil and YPF Sociedad in Argentina proved beneficial. These companies all posted positive fundamental results. Lastly, while we have generally been reducing some of our Macau gaming positions after their post-Covid outperformance, our overweight in Wynn Macau bonds was rewarded once again.
Q. What were the leading detractors from performance?
A. While the Fund posted a positive return for the period, we were not able to keep up with the Fund's unmanaged benchmark which is much more U.S.- centric and all below-investment grade rated. The largest detractor from the Fund's performance was its overweight allocation to several liability management exercise issuers. Specifically, our overweight to Weight Watchers International, U.S. airline operator Spirit Loyalty, and French wireless and cable company Altice France Holdings. All posted relatively weak fundamental results and have engaged with debtholders. We continue to negotiate and engage with advisors and these issuers to maximize our value.
Additionally, we marked down our position in Swiss global money center bank Credit Suisse Group in an effort to be conservative, while we pursue more equitable compensation from the company's forced merger with Swiss competitor UBS.
Within our emerging markets allocation, an overweight to Mexican local sovereign debt detracted from performance. Our thesis has been Mexico could benefit longer-term from a shift away from China for manufacturing given heightened geopolitical uncertainty. However, recent political uncertainty in Mexico has increased bond yields and pressured the Mexican peso.
Looking for additional information?
The Fund is traded under the symbol "HIO" and its closing market price is available in most newspapers under the NYSE listings. The daily NAV is available online under the symbol "XHIOX" on most financial websites. Barron's and The Wall Street Journal's Monday edition both carry closed-end fund tables that provide additional information. In addition, the Fund issues a quarterly press release that can be found on most major financial websites as well as www.franklintempleton.com.
In a continuing effort to provide information concerning the Fund, shareholders may call 1-888-777-0102 (toll free), Monday through Friday from 8:00 a.m. to 5:30 p.m. Eastern Time, for the Fund's current NAV, market price and other information.
4
Western Asset High Income Opportunity Fund Inc. 2024 Annual Report
Thank you for your investment in the Western Asset High Income Opportunity Fund Inc. As always, we appreciate that you have chosen us to manage your assets and we remain focused on achieving the Fund's investment goals.
Sincerely,
Western Asset Management Company, LLC
October 11, 2024
RISKS: The Fund is a diversified closed-end management investment company designed primarily as a long-term investment and not as a trading vehicle. The Fund is not intended to be a complete investment program and, due to the uncertainty inherent in all investments, there can be no assurance that the Fund will achieve its investment objectives. The Fund's common stock is traded on the New York Stock Exchange. Similar to stocks, the Fund's share price will fluctuate with market conditions and, at the time of sale, may be worth more or less than the original investment. Shares of closed-end funds often trade at a discount to their net asset value. Diversification does not assure against market loss. The Fund's investments are subject to a number of risks, such as credit risk, inflation risk and interest rate risk. The Fund may invest in lower-rated high yield bonds, commonly known as "junk bonds," which are subject to greater credit risk (risk of default) and liquidity risk than higher-rated obligations. The Fund is also permitted purchases of equity securities. Equity securities generally have greater price volatility than fixed income securities. As interest rates rise, bond prices fall, reducing the value of the Fund's holdings. The Fund may use derivatives, such as options and futures, which can be illiquid, may disproportionately increase losses, and have a potentially large impact on Fund performance. In addition, the Fund may invest in foreign securities, which are subject to certain risks of overseas investing, including currency fluctuations and changes in political, social and economic conditions, which could result in significant fluctuations. These risks are magnified in emerging markets. Emerging market countries tend to have economic, political and legal systems that are less developed and are less stable than those of more developed countries. The market values of securities or other assets will fluctuate, sometimes sharply and unpredictably, due to changes in general market conditions, overall economic trends or events, governmental actions or intervention, actions taken by the U.S. Federal Reserve or foreign central banks, market disruptions caused by trade disputes or other factors, political developments, armed conflicts, economic sanctions and countermeasures in response to sanctions, major cybersecurity events, investor sentiment, the global and domestic effects of a pandemic, and other factors that may or may not be related to the issuer of the security or other asset. The Fund may also invest in money market funds, including funds affiliated with the Fund's manager and subadvisers. For more information on Fund risks, see Summary of information regarding the Fund - Principal Risk Factors in this report.
Portfolio holdings and breakdowns are as of September 30, 2024, and are subject to change and may not be representative of the portfolio managers' current or future investments. Please refer to pages 10 through 26 for a list and percentage breakdown of the Fund's holdings.
The mention of sector breakdowns is for informational purposes only and should not be construed as a recommendation to purchase or sell any securities. The information provided regarding such sectors is
Western Asset High Income Opportunity Fund Inc. 2024 Annual Report
5
Fund overview (cont'd)
not a sufficient basis upon which to make an investment decision. Investors seeking financial advice regarding the appropriateness of investing in any securities or investment strategies discussed should consult their financial professional. The Fund's top five sector holdings (as a percentage of net assets) as of September 30, 2024, were: consumer discretionary (19.9%), energy (16.2%), communication services (15.5%), industrials (11.6%) and financials (9.0%). The Fund's portfolio composition is subject to change at any time.
All investments are subject to risk including the possible loss of principal. Past performance is no guarantee of future results. All index performance reflects no deduction for fees, expenses or taxes. Please note that an investor cannot invest directly in an index.
The information provided is not intended to be a forecast of future events, a guarantee of future results or investment advice. Views expressed may differ from those of the firm as a whole.
i
The Bloomberg U.S. Aggregate Index is a broad-based bond index comprised of government, corporate, mortgage- and asset-backed issues, rated investment grade or higher, and having at least one year to maturity.
ii
The Bloomberg U.S. Corporate High Yield - 2% Issuer Cap Index is an index of the 2% Issuer Cap component of the Bloomberg Barclays U.S. Corporate High Yield Index, which covers the U.S. dollar-denominated, non-investment grade, fixed-rate, taxable corporate bond market.
iii
The JPMorgan Emerging Markets Bond Index Global (EMBI Global) tracks total returns for U.S. dollar-denominated debt instruments issued by emerging market sovereign and quasi-sovereign entities: Brady bonds, loans, Eurobonds and local market instruments.
iv
Net asset value (NAV) is calculated by subtracting total liabilities, including liabilities associated with financial leverage (if any), from the closing value of all securities held by the Fund (plus all other assets) and dividing the result (total net assets) by the total number of the common shares outstanding. The NAV fluctuates with changes in the market prices of securities in which the Fund has invested. However, the price at which an investor may buy or sell shares of the Fund is the Fund's market price as determined by supply of and demand for the Fund's shares.
 Important data provider notices and terms available at www.franklintempletondatasources.com.
6
Western Asset High Income Opportunity Fund Inc. 2024 Annual Report
Fund at a glance† (unaudited)
Investment breakdown (%) as a percent of total investments
The bar graph above represents the composition of the Fund's investments as of September 30, 2024, and September 30, 2023. The Fund is actively managed. As a result, the composition of the Fund's investments is subject to change at any time.
Western Asset High Income Opportunity Fund Inc. 2024 Annual Report
7
Fund performance (unaudited)
 Net Asset Value
Average annual total returns1
Twelve Months Ended 9/30/24
12.87
%
Five Years Ended 9/30/24
2.86
Ten Years Ended 9/30/24
3.50
Cumulative total returns1
9/30/14 through 9/30/24
41.05
%
 Market Price
Average annual total returns2
Twelve Months Ended 9/30/24
24.11
%
Five Years Ended 9/30/24
4.40
Ten Years Ended 9/30/24
4.67
Cumulative total returns2
9/30/14 through 9/30/24
57.90
%
All figures represent past performance and are not a guarantee of future results. Returns reflect the deduction of all Fund expenses, including management fees, operating expenses, and other Fund expenses. Returns do not reflect the deduction of brokerage commissions or taxes that investors may pay on distributions or the sale of shares. 
1
Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value.
2
Assumes the reinvestment of all distributions, including returns of capital, if any, in additional shares in
accordance with the Fund's Dividend Reinvestment Plan.
8
Western Asset High Income Opportunity Fund Inc. 2024 Annual Report
Historical performance
Value of $10,000 invested in
Western Asset High Income Opportunity Fund Inc. vs. Bloomberg U.S. Corporate High Yield - 2% Issuer Cap Index† - September 2014 - September 2024
All figures represent past performance and are not a guarantee of future results. Returns reflect the deduction of all Fund expenses, including management fees, operating expenses, and other Fund expenses. Returns do not reflect the deduction of brokerage commissions or taxes that investors may pay on distributions or the sale of shares.
Hypothetical illustration of $10,000 invested in Western Asset High Income Opportunity Fund Inc. on September 30, 2014, assuming the reinvestment of all distributions, including returns of capital, if any, at net asset value and also assuming the reinvestment of all distributions, including returns of capital, if any, in additional shares in accordance with the Fund's Dividend Reinvestment Plan through September 30, 2024. The hypothetical illustration also assumes a $10,000 investment in the Bloomberg U.S. Corporate High Yield - 2% Issuer Cap Index. The Bloomberg U.S. Corporate High Yield - 2% Issuer Cap Index (the "Index") is an index of the 2% Issuer Cap component of the Bloomberg U.S. Corporate High Yield Index, which covers the U.S. dollar-denominated, non-investment grade, fixed-rate, taxable corporate bond market. The Index is unmanaged. Please note that an investor cannot invest directly in an index.
Western Asset High Income Opportunity Fund Inc. 2024 Annual Report
9
Schedule of investments September 30, 2024
 Western Asset High Income Opportunity Fund Inc.
(Percentages shown based on Fund net assets)  
Security
Rate
Maturity
Date
Face
Amount†
Value
Corporate Bonds & Notes - 84.3%
Communication Services - 14.4%
Diversified Telecommunication Services - 3.0%
Altice Financing SA, Senior Secured Notes
5.000%
1/15/28
1,050,000
$889,125
  (a)
Altice Financing SA, Senior Secured Notes
5.750%
8/15/29
4,690,000
3,773,405
  (a)
Altice France Holding SA, Senior Secured
Notes
8.000%
5/15/27
720,000
 EUR
250,459
  (b)
Altice France Holding SA, Senior Secured
Notes
10.500%
5/15/27
2,770,000
960,824
  (a)
Altice France Holding SA, Senior Secured
Notes
6.000%
2/15/28
1,230,000
384,262
  (a)
Altice France SA, Senior Secured Notes
5.125%
7/15/29
750,000
528,111
  (a)
Altice France SA, Senior Secured Notes
5.500%
10/15/29
1,890,000
1,325,909
  (a)
Level 3 Financing Inc., Senior Secured
Notes
11.000%
11/15/29
1,760,000
1,951,533
  (a)
Optics Bidco SpA, Senior Secured Notes
6.000%
9/30/34
939,000
955,263
  (a)
Telecom Argentina SA, Senior Notes
9.500%
7/18/31
930,000
966,270
  (a)
Telecom Italia Capital SA, Senior Notes
6.000%
9/30/34
61,000
60,889
  
Total Diversified Telecommunication Services
12,046,050
Entertainment - 0.6%
Banijay Entertainment SAS, Senior Secured
Notes
8.125%
5/1/29
2,090,000
2,174,024
  (a)
Interactive Media & Services - 0.3%
Match Group Holdings II LLC, Senior Notes
5.000%
12/15/27
1,000,000
991,604
  (a)
Match Group Holdings II LLC, Senior Notes
3.625%
10/1/31
360,000
322,677
  (a)
Total Interactive Media & Services
1,314,281
Media - 5.6%
CCO Holdings LLC/CCO Holdings Capital
Corp., Senior Notes
4.250%
1/15/34
3,850,000
3,161,408
  (a)
Charter Communications Operating LLC/
Charter Communications Operating Capital
Corp., Senior Secured Notes
3.850%
4/1/61
8,520,000
5,229,797
  
Clear Channel Outdoor Holdings Inc.,
Senior Notes
7.750%
4/15/28
570,000
510,523
  (a)
Clear Channel Outdoor Holdings Inc.,
Senior Notes
7.500%
6/1/29
1,140,000
982,821
  (a)
DirecTV Financing LLC, Senior Secured
Notes
8.875%
2/1/30
500,000
503,468
  (a)
DISH DBS Corp., Senior Notes
5.875%
11/15/24
333,000
331,369
  
DISH DBS Corp., Senior Notes
7.375%
7/1/28
860,000
645,324
  
DISH DBS Corp., Senior Notes
5.125%
6/1/29
6,248,000
4,197,791
  
See Notes to Financial Statements.
10
Western Asset High Income Opportunity Fund Inc. 2024 Annual Report
 Western Asset High Income Opportunity Fund Inc.
(Percentages shown based on Fund net assets)
Security
Rate
Maturity
Date
Face
Amount†
Value
Media - continued
iHeartCommunications Inc., Senior Secured
Notes
6.375%
5/1/26
800,000
$700,935
  
Sirius XM Radio Inc., Senior Notes
4.125%
7/1/30
1,000,000
907,572
  (a)
Sirius XM Radio Inc., Senior Notes
3.875%
9/1/31
1,000,000
872,079
  (a)
Univision Communications Inc., Senior
Secured Notes
6.625%
6/1/27
1,400,000
1,405,501
  (a)
Virgin Media Vendor Financing Notes III
DAC, Senior Secured Notes
4.875%
7/15/28
2,000,000
 GBP
2,476,834
  (a)
VZ Secured Financing BV, Senior Secured
Notes
5.000%
1/15/32
680,000
627,010
  (a)
Total Media
22,552,432
Wireless Telecommunication Services - 4.9%
CSC Holdings LLC, Senior Notes
11.750%
1/31/29
1,550,000
1,499,185
  (a)
CSC Holdings LLC, Senior Notes
4.125%
12/1/30
2,080,000
1,517,517
  (a)
CSC Holdings LLC, Senior Notes
4.625%
12/1/30
1,410,000
716,707
  (a)
CSC Holdings LLC, Senior Notes
4.500%
11/15/31
5,670,000
4,132,388
  (a)
Millicom International Cellular SA, Senior
Notes
4.500%
4/27/31
1,750,000
1,578,876
  (a)
Sprint Capital Corp., Senior Notes
6.875%
11/15/28
2,190,000
2,392,798
  
Sprint Capital Corp., Senior Notes
8.750%
3/15/32
5,910,000
7,337,298
  
Vmed O2 UK Financing I PLC, Senior
Secured Notes
4.750%
7/15/31
500,000
445,566
  (a)
Total Wireless Telecommunication Services
19,620,335
Total Communication Services
57,707,122
Consumer Discretionary - 17.4%
Automobile Components - 3.0%
Adient Global Holdings Ltd., Senior Notes
4.875%
8/15/26
3,529,000
3,498,672
  (a)
American Axle & Manufacturing Inc.,
Senior Notes
6.500%
4/1/27
3,903,000
3,916,227
  
Garrett Motion Holdings Inc./Garrett LX I
Sarl, Senior Notes
7.750%
5/31/32
560,000
573,527
  (a)
JB Poindexter & Co. Inc., Senior Notes
8.750%
12/15/31
1,990,000
2,106,443
  (a)
ZF North America Capital Inc., Senior
Notes
6.875%
4/14/28
880,000
889,038
  (a)
ZF North America Capital Inc., Senior
Notes
7.125%
4/14/30
1,220,000
1,265,584
  (a)
Total Automobile Components
12,249,491
Automobiles - 1.1%
Ford Motor Co., Senior Notes
3.250%
2/12/32
500,000
425,975
  
Ford Motor Credit Co. LLC, Senior Notes
7.350%
3/6/30
1,000,000
1,083,337
  
See Notes to Financial Statements.
Western Asset High Income Opportunity Fund Inc. 2024 Annual Report
11
Schedule of investments (cont'd) September 30, 2024
 Western Asset High Income Opportunity Fund Inc.
(Percentages shown based on Fund net assets)
Security
Rate
Maturity
Date
Face
Amount†
Value
Automobiles - continued
Ford Motor Credit Co. LLC, Senior Notes
3.625%
6/17/31
2,020,000
$1,792,562
  
PM General Purchaser LLC, Senior Secured
Notes
9.500%
10/1/28
1,000,000
1,018,204
  (a)
Total Automobiles
4,320,078
Broadline Retail - 1.1%
Marks & Spencer PLC, Senior Notes
7.125%
12/1/37
2,190,000
2,416,798
  (a)
MercadoLibre Inc., Senior Notes
3.125%
1/14/31
2,000,000
1,813,784
  
Total Broadline Retail
4,230,582
Distributors - 0.5%
Ritchie Bros Holdings Inc., Senior Notes
7.750%
3/15/31
1,770,000
1,887,280
  (a)
Diversified Consumer Services - 0.6%
Carriage Services Inc., Senior Notes
4.250%
5/15/29
600,000
556,393
  (a)
Service Corp. International, Senior Notes
7.500%
4/1/27
1,975,000
2,064,550
  
Total Diversified Consumer Services
2,620,943
Hotels, Restaurants & Leisure - 10.0%
888 Acquisitions Ltd., Senior Secured
Notes
7.558%
7/15/27
2,600,000
 EUR
2,842,999
  (a)
Carnival Holdings Bermuda Ltd., Senior
Notes
10.375%
5/1/28
1,510,000
1,630,337
  (a)
Carnival PLC, Senior Notes
1.000%
10/28/29
5,780,000
 EUR
5,603,441
  
Full House Resorts Inc., Senior Secured
Notes
8.250%
2/15/28
3,300,000
3,307,293
  (a)
Hilton Domestic Operating Co. Inc., Senior
Notes
3.625%
2/15/32
2,000,000
1,808,677
  (a)
Melco Resorts Finance Ltd., Senior Notes
5.375%
12/4/29
1,367,000
1,283,175
  (a)
NCL Corp. Ltd., Senior Notes
3.625%
12/15/24
398,000
397,664
  (a)
NCL Corp. Ltd., Senior Notes
5.875%
3/15/26
320,000
320,220
  (a)
NCL Corp. Ltd., Senior Notes
7.750%
2/15/29
1,871,000
2,006,316
  (a)
NCL Corp. Ltd., Senior Secured Notes
8.125%
1/15/29
260,000
278,257
  (a)
NCL Finance Ltd., Senior Notes
6.125%
3/15/28
4,240,000
4,327,808
  (a)
Pinnacle Bidco PLC, Senior Secured Notes
10.000%
10/11/28
900,000
 GBP
1,285,227
  (a)
Royal Caribbean Cruises Ltd., Senior Notes
5.375%
7/15/27
2,980,000
3,008,695
  (a)
Royal Caribbean Cruises Ltd., Senior Notes
5.500%
4/1/28
1,840,000
1,864,479
  (a)
Royal Caribbean Cruises Ltd., Senior Notes
5.625%
9/30/31
1,200,000
1,216,500
  (a)
Viking Cruises Ltd., Senior Notes
5.875%
9/15/27
1,000,000
1,000,001
  (a)
Viking Ocean Cruises Ship VII Ltd., Senior
Secured Notes
5.625%
2/15/29
2,550,000
2,543,485
  (a)
VOC Escrow Ltd., Senior Secured Notes
5.000%
2/15/28
140,000
138,425
  (a)
Wynn Macau Ltd., Senior Notes
5.625%
8/26/28
1,970,000
1,914,153
  (a)
Wynn Macau Ltd., Senior Notes
5.125%
12/15/29
1,674,000
1,574,397
  (a)
See Notes to Financial Statements.
12
Western Asset High Income Opportunity Fund Inc. 2024 Annual Report
 Western Asset High Income Opportunity Fund Inc.
(Percentages shown based on Fund net assets)
Security
Rate
Maturity
Date
Face
Amount†
Value
Hotels, Restaurants & Leisure - continued
Wynn Resorts Finance LLC/Wynn Resorts
Capital Corp., Senior Notes
7.125%
2/15/31
1,730,000
$1,867,574
  (a)
Total Hotels, Restaurants & Leisure
40,219,123
Specialty Retail - 1.1%
FirstCash Inc., Senior Notes
4.625%
9/1/28
1,000,000
966,268
  (a)
Global Auto Holdings Ltd./AAG FH UK Ltd.,
Senior Notes
8.750%
1/15/32
530,000
496,364
  (a)
Michaels Cos. Inc., Senior Secured Notes
5.250%
5/1/28
1,800,000
1,330,369
  (a)
Sally Holdings LLC/Sally Capital Inc.,
Senior Notes
6.750%
3/1/32
1,700,000
1,747,563
  
Total Specialty Retail
4,540,564
Total Consumer Discretionary
70,068,061
Consumer Staples - 0.1%
Food Products - 0.1%
FAGE International SA/FAGE USA Dairy
Industry Inc., Senior Notes
5.625%
8/15/26
549,000
545,308
  (a)
Energy - 16.2%
Energy Equipment & Services - 0.2%
Noble Finance II LLC, Senior Notes
8.000%
4/15/30
850,000
877,671
  (a)
Oil, Gas & Consumable Fuels - 16.0%
Apache Corp., Senior Notes
5.100%
9/1/40
950,000
845,320
  
Blue Racer Midstream LLC/Blue Racer
Finance Corp., Senior Notes
6.625%
7/15/26
515,000
516,300
  (a)
Continental Resources Inc., Senior Notes
4.900%
6/1/44
1,050,000
898,647
  
Crescent Energy Finance LLC, Senior Notes
9.250%
2/15/28
660,000
688,791
  (a)
Crescent Energy Finance LLC, Senior Notes
7.625%
4/1/32
750,000
750,859
  (a)
Ecopetrol SA, Senior Notes
5.875%
5/28/45
4,110,000
3,087,983
  
Energy Transfer LP, Junior Subordinated
Notes (6.625% to 2/15/28 then 3 mo. USD
LIBOR + 4.155%)
6.625%
2/15/28
1,910,000
1,889,786
  (c)(d)
EQM Midstream Partners LP, Senior Notes
4.500%
1/15/29
1,020,000
998,638
  (a)
EQM Midstream Partners LP, Senior Notes
7.500%
6/1/30
780,000
857,189
  (a)
EQM Midstream Partners LP, Senior Notes
4.750%
1/15/31
230,000
222,863
  (a)
Hilcorp Energy I LP/Hilcorp Finance Co.,
Senior Notes
8.375%
11/1/33
1,140,000
1,229,922
  (a)
Kinder Morgan Inc., Senior Notes
7.750%
1/15/32
6,920,000
8,084,755
  
New Generation Gas Gathering LLC, Senior
Secured Notes (3 mo. Term SOFR +
5.750%)
10.342%
9/30/29
254,054
250,243
  (a)(d)(e)
NGPL PipeCo LLC, Senior Notes
7.768%
12/15/37
1,520,000
1,800,547
  (a)
See Notes to Financial Statements.
Western Asset High Income Opportunity Fund Inc. 2024 Annual Report
13
Schedule of investments (cont'd) September 30, 2024
 Western Asset High Income Opportunity Fund Inc.
(Percentages shown based on Fund net assets)
Security
Rate
Maturity
Date
Face
Amount†
Value
Oil, Gas & Consumable Fuels - continued
Occidental Petroleum Corp., Senior Notes
5.875%
9/1/25
4,970,000
$4,995,213
  
Occidental Petroleum Corp., Senior Notes
5.550%
3/15/26
750,000
759,120
  
Occidental Petroleum Corp., Senior Notes
6.200%
3/15/40
1,070,000
1,111,716
  
Pan American Energy LLC, Senior Notes
8.500%
4/30/32
1,000,000
1,056,710
  (a)
Permian Resources Operating LLC, Senior
Notes
5.375%
1/15/26
500,000
499,555
  (a)
Permian Resources Operating LLC, Senior
Notes
6.250%
2/1/33
960,000
976,195
  (a)
Petrobras Global Finance BV, Senior Notes
6.750%
1/27/41
4,370,000
4,423,886
  
Petroleos del Peru SA, Senior Notes
4.750%
6/19/32
1,500,000
1,186,751
  (a)
Petroleos Mexicanos, Senior Notes
6.500%
6/2/41
1,000,000
733,793
  
Puma International Financing SA, Senior
Notes
7.750%
4/25/29
650,000
669,013
  (a)
Range Resources Corp., Senior Notes
4.875%
5/15/25
1,540,000
1,533,486
  
Range Resources Corp., Senior Notes
8.250%
1/15/29
620,000
642,263
  
Rockies Express Pipeline LLC, Senior Notes
6.875%
4/15/40
1,140,000
1,111,637
  (a)
Southwestern Energy Co., Senior Notes
5.700%
1/23/25
500,000
499,968
  
Southwestern Energy Co., Senior Notes
4.750%
2/1/32
750,000
718,057
  
Summit Midstream Holdings LLC/Summit
Midstream Finance Corp., Secured Notes
9.500%
10/15/26
1,430,000
1,462,713
  (a)
Venture Global LNG Inc., Junior
Subordinated Notes (9.000% to 9/30/29
then 5 year Treasury Constant Maturity
Rate + 5.440%)
9.000%
9/30/29
1,120,000
1,136,121
  (a)(c)(d)
Venture Global LNG Inc., Senior Secured
Notes
9.875%
2/1/32
2,660,000
2,957,433
  (a)
Western Midstream Operating LP, Senior
Notes
4.050%
2/1/30
1,340,000
1,291,008
  
Western Midstream Operating LP, Senior
Notes
5.300%
3/1/48
1,070,000
972,579
  
Western Midstream Operating LP, Senior
Notes
5.250%
2/1/50
9,585,000
8,700,367
  
Williams Cos. Inc., Senior Notes
7.500%
1/15/31
620,000
707,337
  
Williams Cos. Inc., Senior Notes
5.750%
6/24/44
3,190,000
3,284,427
  
YPF SA, Senior Notes
6.950%
7/21/27
530,000
516,016
  (a)
Total Oil, Gas & Consumable Fuels
64,067,207
Total Energy
64,944,878
See Notes to Financial Statements.
14
Western Asset High Income Opportunity Fund Inc. 2024 Annual Report
 Western Asset High Income Opportunity Fund Inc.
(Percentages shown based on Fund net assets)
Security
Rate
Maturity
Date
Face
Amount†
Value
Financials - 8.3%
Banks - 4.4%
Banco Mercantil del Norte SA, Junior
Subordinated Notes (6.625% to 1/24/32
then 10 year Treasury Constant Maturity
Rate + 5.034%)
6.625%
1/24/32
3,200,000
$2,978,328
  (a)(c)(d)
Banco Mercantil del Norte SA, Junior
Subordinated Notes (8.375% to 10/14/30
then 10 year Treasury Constant Maturity
Rate + 7.760%)
8.375%
10/14/30
500,000
524,659
  (a)(c)(d)
BBVA Bancomer SA, Subordinated Notes
(5.125% to 1/17/28 then 5 year Treasury
Constant Maturity Rate + 2.650%)
5.125%
1/18/33
1,960,000
1,865,744
  (a)(d)
BNP Paribas SA, Junior Subordinated
Notes (7.750% to 8/16/29 then 5 year
Treasury Constant Maturity Rate + 4.899%)
7.750%
8/16/29
1,470,000
1,552,233
  (a)(c)(d)
Credit Agricole SA, Junior Subordinated
Notes (8.125% to 12/23/25 then USD 5
year ICE Swap Rate + 6.185%)
8.125%
12/23/25
2,290,000
2,358,414
  (a)(c)(d)
HSBC Holdings PLC, Subordinated Notes
(8.113% to 11/3/32 then SOFR + 4.250%)
8.113%
11/3/33
1,440,000
1,712,749
  (d)
Intesa Sanpaolo SpA, Subordinated Notes
5.710%
1/15/26
2,800,000
2,822,796
  (a)
Lloyds Banking Group PLC, Junior
Subordinated Notes (6.750% to 6/27/26
then 5 year Treasury Constant Maturity
Rate + 4.815%)
6.750%
6/27/26
2,060,000
2,074,434
  (c)(d)
Lloyds Banking Group PLC, Junior
Subordinated Notes (8.000% to 3/27/30
then 5 year Treasury Constant Maturity
Rate + 3.913%)
8.000%
9/27/29
1,840,000
1,975,915
  (c)(d)
Total Banks
17,865,272
Capital Markets - 0.6%
B3 SA - Brasil Bolsa Balcao, Senior Notes
4.125%
9/20/31
1,000,000
922,522
  (b)
Credit Suisse AG AT1 Claim
- 
- 
10,560,000
316,800
  *(e)(f)
StoneX Group Inc., Senior Secured Notes
7.875%
3/1/31
640,000
682,017
  (a)
UBS Group AG, Junior Subordinated Notes
(9.250% to 11/13/28 then 5 year Treasury
Constant Maturity Rate + 4.745%)
9.250%
11/13/28
510,000
565,131
  (a)(c)(d)
Total Capital Markets
2,486,470
Consumer Finance - 0.6%
Navient Corp., Senior Notes
5.875%
10/25/24
1,080,000
1,079,445
  
See Notes to Financial Statements.
Western Asset High Income Opportunity Fund Inc. 2024 Annual Report
15
Schedule of investments (cont'd) September 30, 2024
 Western Asset High Income Opportunity Fund Inc.
(Percentages shown based on Fund net assets)
Security
Rate
Maturity
Date
Face
Amount†
Value
Consumer Finance - continued
Navient Corp., Senior Notes
6.750%
6/15/26
1,400,000
$1,432,274
  
Total Consumer Finance
2,511,719
Financial Services - 1.8%
Boost Newco Borrower LLC, Senior
Secured Notes
7.500%
1/15/31
460,000
493,983
  (a)
Boost Newco Borrower LLC/GTCR W Dutch
Finance Sub BV, Senior Secured Notes
8.500%
1/15/31
1,160,000
 GBP
1,682,085
  (a)
Jane Street Group/JSG Finance Inc., Senior
Secured Notes
7.125%
4/30/31
1,640,000
1,739,040
  (a)
Rocket Mortgage LLC/Rocket Mortgage
Co-Issuer Inc., Senior Notes
3.625%
3/1/29
500,000
470,553
  (a)
VFH Parent LLC/Valor Co-Issuer Inc., Senior
Secured Notes
7.500%
6/15/31
780,000
818,700
  (a)
VistaJet Malta Finance PLC/Vista
Management Holding Inc., Senior Notes
7.875%
5/1/27
1,250,000
1,221,221
  (a)
VistaJet Malta Finance PLC/Vista
Management Holding Inc., Senior Notes
6.375%
2/1/30
880,000
756,817
  (a)
Total Financial Services
7,182,399
Insurance - 0.3%
MetLife Capital Trust IV, Junior
Subordinated Notes
7.875%
12/15/37
1,010,000
1,126,155
  (a)
Mortgage Real Estate Investment Trusts (REITs) - 0.6%
Apollo Commercial Real Estate
Finance Inc., Senior Secured Notes
4.625%
6/15/29
750,000
671,990
  (a)
Ladder Capital Finance Holdings LLLP/
Ladder Capital Finance Corp., Senior Notes
5.250%
10/1/25
750,000
749,390
  (a)
Starwood Property Trust Inc., Senior Notes
7.250%
4/1/29
780,000
818,853
  (a)
Total Mortgage Real Estate Investment Trusts (REITs)
2,240,233
Total Financials
33,412,248
Health Care - 6.7%
Health Care Providers & Services - 5.0%
CHS/Community Health Systems Inc.,
Senior Secured Notes
5.625%
3/15/27
500,000
492,407
  (a)
CHS/Community Health Systems Inc.,
Senior Secured Notes
6.000%
1/15/29
500,000
485,863
  (a)
CHS/Community Health Systems Inc.,
Senior Secured Notes
4.750%
2/15/31
2,440,000
2,146,656
  (a)
CHS/Community Health Systems Inc.,
Senior Secured Notes
10.875%
1/15/32
1,650,000
1,820,338
  (a)
HCA Inc., Senior Notes
7.690%
6/15/25
170,000
173,119
  
See Notes to Financial Statements.
16
Western Asset High Income Opportunity Fund Inc. 2024 Annual Report
 Western Asset High Income Opportunity Fund Inc.
(Percentages shown based on Fund net assets)
Security
Rate
Maturity
Date
Face
Amount†
Value
Health Care Providers & Services - continued
HCA Inc., Senior Notes
7.500%
11/15/95
6,265,000
$7,177,011
  
Legacy LifePoint Health LLC, Senior
Secured Notes
4.375%
2/15/27
750,000
736,140
  (a)
Sotera Health Holdings LLC, Senior
Secured Notes
7.375%
6/1/31
990,000
1,029,361
  (a)
Tenet Healthcare Corp., Secured Notes
6.250%
2/1/27
3,910,000
3,918,539
  
Tenet Healthcare Corp., Senior Notes
6.125%
10/1/28
1,890,000
1,906,594
  
Tenet Healthcare Corp., Senior Notes
6.875%
11/15/31
250,000
273,849
  
Total Health Care Providers & Services
20,159,877
Pharmaceuticals - 1.7%
Bausch Health Cos. Inc., Senior Secured
Notes
4.875%
6/1/28
1,660,000
1,300,602
  (a)
Cidron Aida Finco Sarl, Senior Secured
Notes
5.000%
4/1/28
637,000
 EUR
690,507
  (a)
Endo Finance Holdings Inc., Senior Secured
Notes
8.500%
4/15/31
1,000,000
1,072,783
  (a)
Par Pharmaceutical Inc., Escrow
- 
- 
70,000
0
  *(a)(e)(f)(g)
Teva Pharmaceutical Finance Netherlands
III BV, Senior Notes
3.150%
10/1/26
1,150,000
1,106,250
  
Teva Pharmaceutical Finance Netherlands
III BV, Senior Notes
5.125%
5/9/29
880,000
873,636
  
Teva Pharmaceutical Finance Netherlands
III BV, Senior Notes
4.100%
10/1/46
2,550,000
1,897,623
  
Total Pharmaceuticals
6,941,401
Total Health Care
27,101,278
Industrials - 10.2%
Aerospace & Defense - 1.7%
Bombardier Inc., Senior Notes
7.500%
2/1/29
2,990,000
3,166,293
  (a)
Bombardier Inc., Senior Notes
7.250%
7/1/31
500,000
529,218
  (a)
TransDigm Inc., Senior Secured Notes
7.125%
12/1/31
1,930,000
2,043,699
  (a)
TransDigm Inc., Senior Secured Notes
6.625%
3/1/32
1,250,000
1,303,240
  (a)
Total Aerospace & Defense
7,042,450
Building Products - 0.4%
Masterbrand Inc., Senior Notes
7.000%
7/15/32
500,000
524,411
  (a)
Standard Industries Inc., Senior Notes
5.000%
2/15/27
860,000
853,436
  (a)
Standard Industries Inc., Senior Notes
4.375%
7/15/30
342,000
323,954
  (a)
Total Building Products
1,701,801
Commercial Services & Supplies - 2.1%
CoreCivic Inc., Senior Notes
4.750%
10/15/27
720,000
688,012
  
CoreCivic Inc., Senior Notes
8.250%
4/15/29
3,330,000
3,527,749
  
See Notes to Financial Statements.
Western Asset High Income Opportunity Fund Inc. 2024 Annual Report
17
Schedule of investments (cont'd) September 30, 2024
 Western Asset High Income Opportunity Fund Inc.
(Percentages shown based on Fund net assets)
Security
Rate
Maturity
Date
Face
Amount†
Value
Commercial Services & Supplies - continued
GEO Group Inc., Senior Notes
10.250%
4/15/31
1,460,000
$1,557,824
  
GEO Group Inc., Senior Secured Notes
8.625%
4/15/29
1,210,000
1,258,865
  
GFL Environmental Inc., Senior Secured
Notes
6.750%
1/15/31
1,360,000
1,428,112
  (a)
Total Commercial Services & Supplies
8,460,562
Construction & Engineering - 0.2%
Arcosa Inc., Senior Notes
6.875%
8/15/32
620,000
649,391
  (a)
Electrical Equipment - 0.4%
Sensata Technologies BV, Senior Notes
4.000%
4/15/29
1,500,000
1,431,176
  (a)
Ground Transportation - 0.3%
XPO Inc., Senior Notes
7.125%
2/1/32
1,000,000
1,053,583
  (a)
Machinery - 0.4%
Titan International Inc., Senior Secured
Notes
7.000%
4/30/28
1,730,000
1,723,114
  
Passenger Airlines - 4.1%
American Airlines Group Inc., Senior Notes
3.750%
3/1/25
5,470,000
5,418,819
  (a)
American Airlines Inc., Senior Secured
Notes
8.500%
5/15/29
1,980,000
2,102,046
  (a)
Delta Air Lines Inc., Senior Notes
2.900%
10/28/24
2,580,000
2,573,113
  
Delta Air Lines Inc., Senior Notes
7.375%
1/15/26
720,000
741,294
  
Delta Air Lines Inc., Senior Secured Notes
7.000%
5/1/25
4,280,000
4,326,029
  (a)
Spirit Loyalty Cayman Ltd./Spirit IP Cayman
Ltd., Senior Secured Notes
8.000%
9/20/25
2,405,999
1,324,050
  (a)
Total Passenger Airlines
16,485,351
Trading Companies & Distributors - 0.6%
H&E Equipment Services Inc., Senior Notes
3.875%
12/15/28
1,270,000
1,193,449
  (a)
United Rentals North America Inc., Senior
Notes
5.500%
5/15/27
376,000
376,930
  
United Rentals North America Inc., Senior
Notes
6.125%
3/15/34
1,000,000
1,034,697
  (a)
Total Trading Companies & Distributors
2,605,076
Total Industrials
41,152,504
Information Technology - 3.2%
Communications Equipment - 1.2%
CommScope LLC, Senior Notes
7.125%
7/1/28
190,000
157,741
  (a)
CommScope LLC, Senior Secured Notes
4.750%
9/1/29
2,060,000
1,732,975
  (a)
Connect Finco SARL/Connect US Finco LLC,
Senior Secured Notes
9.000%
9/15/29
2,350,000
2,277,115
  (a)
Viasat Inc., Senior Notes
7.500%
5/30/31
1,210,000
834,561
  (a)
Total Communications Equipment
5,002,392
See Notes to Financial Statements.
18
Western Asset High Income Opportunity Fund Inc. 2024 Annual Report
 Western Asset High Income Opportunity Fund Inc.
(Percentages shown based on Fund net assets)
Security
Rate
Maturity
Date
Face
Amount†
Value
Electronic Equipment, Instruments & Components - 0.4%
EquipmentShare.com Inc., Secured Notes
8.625%
5/15/32
450,000
$472,656
  (a)
EquipmentShare.com Inc., Senior Secured
Notes
8.000%
3/15/33
1,040,000
1,065,485
  (a)
Total Electronic Equipment, Instruments & Components
1,538,141
IT Services - 0.5%
Amentum Escrow Corp., Senior Notes
7.250%
8/1/32
940,000
981,875
  (a)
Shift4 Payments LLC/Shift4 Payments
Finance Sub Inc., Senior Notes
6.750%
8/15/32
800,000
835,850
  (a)
Total IT Services
1,817,725
Software - 0.8%
Cloud Software Group Inc., Senior Secured
Notes
8.250%
6/30/32
2,320,000
2,426,961
  (a)
Open Text Corp., Senior Notes
3.875%
2/15/28
1,000,000
955,909
  (a)
Total Software
3,382,870
Technology Hardware, Storage & Peripherals - 0.3%
Seagate HDD Cayman, Senior Notes
4.750%
1/1/25
670,000
667,548
  
Seagate HDD Cayman, Senior Notes
4.875%
6/1/27
400,000
398,222
  
Total Technology Hardware, Storage & Peripherals
1,065,770
Total Information Technology
12,806,898
Materials - 4.1%
Chemicals - 0.6%
Braskem Netherlands Finance BV, Senior
Notes
5.875%
1/31/50
450,000
352,786
  (b)
Cerdia Finanz GmbH, Senior Secured Notes
9.375%
10/3/31
320,000
327,200
  (a)(h)
Sasol Financing USA LLC, Senior Notes
8.750%
5/3/29
1,540,000
1,630,215
  (a)
Total Chemicals
2,310,201
Construction Materials - 0.6%
Smyrna Ready Mix Concrete LLC, Senior
Secured Notes
8.875%
11/15/31
2,250,000
2,429,277
  (a)
Containers & Packaging - 1.5%
ARD Finance SA, Senior Secured Notes
(6.500% Cash or 7.250% PIK)
6.500%
6/30/27
1,280,000
289,846
  (a)(i)
Ardagh Metal Packaging Finance USA LLC/
Ardagh Metal Packaging Finance PLC,
Senior Notes
4.000%
9/1/29
1,170,000
1,045,433
  (a)
Ardagh Packaging Finance PLC/Ardagh
Holdings USA Inc., Senior Notes
5.250%
8/15/27
1,578,000
1,177,764
  (a)
Ardagh Packaging Finance PLC/Ardagh
Holdings USA Inc., Senior Notes
5.250%
8/15/27
1,510,000
1,127,012
  (a)
Canpack SA/Canpack US LLC, Senior Notes
3.875%
11/15/29
1,550,000
1,452,818
  (a)
See Notes to Financial Statements.
Western Asset High Income Opportunity Fund Inc. 2024 Annual Report
19
Schedule of investments (cont'd) September 30, 2024
 Western Asset High Income Opportunity Fund Inc.
(Percentages shown based on Fund net assets)
Security
Rate
Maturity
Date
Face
Amount†
Value
Containers & Packaging - continued
Pactiv LLC, Senior Notes
8.375%
4/15/27
750,000
$800,625
  
Total Containers & Packaging
5,893,498
Metals & Mining - 1.4%
ArcelorMittal SA, Senior Notes
7.000%
10/15/39
340,000
386,412
  
First Quantum Minerals Ltd., Secured
Notes
9.375%
3/1/29
920,000
976,298
  (a)
First Quantum Minerals Ltd., Senior Notes
6.875%
10/15/27
750,000
742,208
  (a)
Freeport-McMoRan Inc., Senior Notes
5.450%
3/15/43
1,010,000
1,015,313
  
Vale Overseas Ltd., Senior Notes
6.875%
11/21/36
2,320,000
2,594,498
  
Total Metals & Mining
5,714,729
Total Materials
16,347,705
Real Estate - 1.5%
Health Care REITs - 0.0%††
Diversified Healthcare Trust, Senior Notes
4.375%
3/1/31
240,000
197,830
  
Hotel & Resort REITs - 0.7%
Service Properties Trust, Senior Notes
3.950%
1/15/28
226,000
195,669
  
Service Properties Trust, Senior Notes
8.875%
6/15/32
2,770,000
2,648,306
  
Total Hotel & Resort REITs
2,843,975
Real Estate Management & Development - 0.2%
Add Hero Holdings Ltd., Senior Secured
Notes (7.500% Cash or 8.500% PIK)
8.500%
9/30/29
295,337
25,103
  (b)(i)
Add Hero Holdings Ltd., Senior Secured
Notes (8.000% Cash or 9.000% PIK)
9.000%
9/30/30
227,726
5,978
  (b)(i)
Add Hero Holdings Ltd., Senior Secured
Notes (8.800% Cash or 9.800% PIK)
9.800%
9/30/31
297,178
7,801
  (b)(i)
China Aoyuan Group Ltd., Senior Notes,
Step bond (0.000% to 9/30/31 then
1.000%)
0.000%
3/30/2173
450,290
4,503
  (b)(c)
China Aoyuan Group Ltd., Senior Secured
Notes (5.500% PIK)
5.500%
9/30/31
115,666
1,590
  (b)(i)
Country Garden Holdings Co. Ltd., Senior
Secured Notes
- 
1/27/24
2,016,000
135,324
  *(b)(j)
Cushman & Wakefield US Borrower LLC,
Senior Secured Notes
8.875%
9/1/31
420,000
458,925
  (a)
Total Real Estate Management & Development
639,224
Specialized REITs - 0.6%
Iron Mountain Inc., Senior Notes
7.000%
2/15/29
2,350,000
2,451,337
  (a)
Total Real Estate
6,132,366
See Notes to Financial Statements.
20
Western Asset High Income Opportunity Fund Inc. 2024 Annual Report
 Western Asset High Income Opportunity Fund Inc.
(Percentages shown based on Fund net assets)
Security
Rate
Maturity
Date
Face
Amount†
Value
Utilities - 2.2%
Electric Utilities - 1.2%
Alpha Generation LLC, Senior Notes
6.750%
10/15/32
390,000
$395,742
  (a)
Pampa Energia SA, Senior Notes
7.950%
9/10/31
900,000
915,075
  (a)
Vistra Operations Co. LLC, Senior Notes
7.750%
10/15/31
920,000
991,179
  (a)
Vistra Operations Co. LLC, Senior Notes
6.875%
4/15/32
2,250,000
2,368,683
  (a)
Total Electric Utilities
4,670,679
Gas Utilities - 0.8%
Suburban Propane Partners LP/Suburban
Energy Finance Corp., Senior Notes
5.875%
3/1/27
3,290,000
3,287,107
  
Independent Power and Renewable Electricity Producers - 0.2%
Lightning Power LLC, Senior Secured Notes
7.250%
8/15/32
940,000
989,253
  (a)
Total Utilities
8,947,039
Total Corporate Bonds & Notes (Cost - $310,854,885)
339,165,407
Senior Loans - 7.2%
Communication Services - 0.3%
Media - 0.3%
iHeartCommunications Inc., New Term
Loan (1 mo. Term SOFR + 3.114%)
7.960%
5/1/26
1,440,000
1,251,828
  (d)(k)(l)
Consumer Discretionary - 2.5%
Automobile Components - 0.5%
Clarios Global LP, 2024 Term Loan B (1 mo.
Term SOFR + 2.500%)
7.345%
5/6/30
1,000,000
1,001,670
  (d)(k)(l)
First Brands Group LLC, 2022 Incremental
Term Loan (3 mo. Term SOFR + 5.262%)
10.514%
3/30/27
1,072,423
1,063,039
  (d)(k)(l)
Total Automobile Components
2,064,709
Broadline Retail - 0.2%
Prime Security Services Borrower LLC,
2024 Refinancing Term Loan B1 (1 mo.
Term SOFR + 2.250%)
7.445%
10/13/30
997,500
997,500
  (d)(k)(l)
Diversified Consumer Services - 0.3%
WW International Inc., Initial Term Loan (1
mo. Term SOFR + 3.614%)
8.460%
4/13/28
4,350,000
1,199,665
  (d)(k)(l)
Hotels, Restaurants & Leisure - 1.5%
1011778 BC Unlimited Liability Co., Term
Loan B6 (1 mo. Term SOFR + 1.750%)
6.595%
9/20/30
997,500
989,131
  (d)(k)(l)
Caesars Entertainment Inc., Incremental
Term Loan B1 (1 mo. Term SOFR + 2.750%)
7.595%
2/6/31
2,883,505
2,887,787
  (d)(k)(l)
Fertitta Entertainment LLC, Initial Term
Loan B (1 mo. Term SOFR + 3.750%)
8.847%
1/27/29
1,240,458
1,238,436
  (d)(k)(l)
See Notes to Financial Statements.
Western Asset High Income Opportunity Fund Inc. 2024 Annual Report
21
Schedule of investments (cont'd) September 30, 2024
 Western Asset High Income Opportunity Fund Inc.
(Percentages shown based on Fund net assets)
Security
Rate
Maturity
Date
Face
Amount†
Value
Hotels, Restaurants & Leisure - continued
Station Casinos LLC, Term Loan Facility B (1
mo. Term SOFR + 2.250%)
7.095%
3/14/31
746,250
$744,187
  (d)(k)(l)
Total Hotels, Restaurants & Leisure
5,859,541
Total Consumer Discretionary
10,121,415
Consumer Staples - 0.3%
Beverages - 0.3%
Triton Water Holdings Inc., First Lien Initial
Term Loan (3 mo. Term SOFR + 3.512%)
8.115%
3/31/28
1,240,386
1,239,642
  (d)(k)(l)
Financials - 0.7%
Banks - 0.2%
Mercury Borrower Inc., First Lien Initial
Term Loan (1 mo. Term SOFR + 3.614%)
8.460%
8/2/28
595,290
596,037
  (d)(k)(l)
Consumer Finance - 0.1%
Blackhawk Network Holdings Inc., Term
Loan B (1 mo. Term SOFR + 5.000%)
9.845%
3/12/29
468,825
471,462
  (d)(k)(l)
Financial Services - 0.4%
Boost Newco Borrower LLC, Term Loan B1
(3 mo. Term SOFR + 2.500%)
7.104%
1/31/31
1,000,000
1,001,665
  (d)(k)(l)
Nexus Buyer LLC, Refinancing Term Loan (1
mo. Term SOFR + 4.000%)
8.845%
7/31/31
698,250
693,394
  (d)(k)(l)
Total Financial Services
1,695,059
Total Financials
2,762,558
Health Care - 1.2%
Health Care Equipment & Supplies - 0.6%
Medline Borrower LP, Term Loan B (1 mo.
Term SOFR + 2.750%)
7.595%
10/23/28
2,166,515
2,169,841
  (d)(k)(l)
Health Care Providers & Services - 0.6%
LifePoint Health Inc., 2024 Repricing Term
Loan B (3 mo. Term SOFR + 4.750%)
10.054%
11/16/28
2,493,750
2,495,620
  (d)(k)(l)
Total Health Care
4,665,461
Industrials - 1.4%
Aerospace & Defense - 0.2%
Transdigm Inc., Term Loan J (3 mo. Term
SOFR + 2.500%)
7.104%
2/28/31
995,006
992,250
  (d)(k)(l)
Building Products - 0.1%
ACProducts Holdings Inc., Initial Term Loan
(3 mo. Term SOFR + 4.512%)
9.115%
5/17/28
396,923
333,699
  (d)(k)(l)
Commercial Services & Supplies - 0.4%
Allied Universal Holdco LLC, USD Term
Loan (1 mo. Term SOFR + 3.850%)
8.695%
5/12/28
994,872
986,291
  (d)(k)(l)
See Notes to Financial Statements.
22
Western Asset High Income Opportunity Fund Inc. 2024 Annual Report
 Western Asset High Income Opportunity Fund Inc.
(Percentages shown based on Fund net assets)
Security
Rate
Maturity
Date
Face
Amount†
Value
Commercial Services & Supplies - continued
Garda World Security Corp., Tenth
Additional Term Loan (1 mo. Term SOFR +
3.500%)
8.597%
2/1/29
596,954
$597,626
  (d)(k)(l)
Total Commercial Services & Supplies
1,583,917
Machinery - 0.3%
TK Elevator Midco GmbH, USD Term Loan
Facility B2 (6 mo. Term SOFR + 3.500%)
8.588%
4/30/30
992,519
995,620
  (d)(k)(l)
Passenger Airlines - 0.4%
United Airlines Inc., Term Loan B (3 mo.
Term SOFR + 2.750%)
8.033%
2/22/31
1,671,600
1,676,824
  (d)(k)(l)
Total Industrials
5,582,310
Information Technology - 0.8%
IT Services - 0.1%
Redstone Holdco 2 LP, First Lien Initial Term
Loan (3 mo. Term SOFR + 5.012%)
10.264%
4/27/28
770,000
592,538
  (d)(k)(l)
Software - 0.5%
DCert Buyer Inc., First Lien Initial Term Loan
(1 mo. Term SOFR + 4.000%)
8.845%
10/16/26
1,240,260
1,206,543
  (d)(k)(l)
Modena Buyer LLC, Initial Term Loan (3 mo.
Term SOFR + 4.500%)
9.104%
7/1/31
800,000
767,752
  (d)(k)(l)
Total Software
1,974,295
Technology Hardware, Storage & Peripherals - 0.2%
Vericast Corp., 2024 Extended Term Loan (3
mo. Term SOFR + 7.750%)
12.354%
6/16/26
685,913
673,909
  (d)(k)(l)
Total Information Technology
3,240,742
Total Senior Loans (Cost - $31,205,365)
28,863,956
Sovereign Bonds - 3.1%
Angola - 0.4%
Angolan Government International Bond,
Senior Notes
8.000%
11/26/29
1,600,000
1,457,696
  (a)
Argentina - 0.4%
Provincia de Buenos Aires, Senior Notes
6.625%
9/1/37
362,451
173,523
  (a)
Provincia de Cordoba, Senior Notes
6.990%
6/1/27
1,360,000
1,261,400
  (a)
Provincia de Cordoba, Senior Notes
6.875%
2/1/29
340,000
299,200
  (a)
Total Argentina
1,734,123
Bahamas - 0.4%
Bahamas Government International Bond,
Senior Notes
6.950%
11/20/29
1,630,000
1,548,075
  (a)
Brazil - 0.0%††
Brazil Letras do Tesouro Nacional
0.000%
1/1/26
334,000
 BRL
53,048
  
See Notes to Financial Statements.
Western Asset High Income Opportunity Fund Inc. 2024 Annual Report
23
Schedule of investments (cont'd) September 30, 2024
 Western Asset High Income Opportunity Fund Inc.
(Percentages shown based on Fund net assets)
Security
Rate
Maturity
Date
Face
Amount†
Value
Dominican Republic - 0.1%
Dominican Republic International Bond,
Senior Notes
9.750%
6/5/26
25,000,000
 DOP
$416,483
  (b)
Mexico - 1.8%
Mexican Bonos, Bonds
7.750%
5/29/31
156,010,000
 MXN
7,371,643
  
Total Sovereign Bonds (Cost - $11,570,004)
12,581,068
Asset-Backed Securities - 1.6%
Ballyrock CLO Ltd., 2022-19A D (3 mo. Term
SOFR + 7.110%)
12.392%
4/20/35
505,000
502,511
  (a)(d)
CarVal CLO Ltd., 2024-3A E (3 mo. Term
SOFR + 6.350%)
10.921%
10/20/37
1,020,000
1,022,498
  (a)(d)
Golub Capital Partners CLO Ltd., 2024-76A
E (3 mo. Term SOFR + 5.750%)
10.492%
10/25/37
300,000
299,880
  (a)(d)
Magnetite Ltd., 2015-12A ER (3 mo. Term
SOFR + 5.942%)
11.243%
10/15/31
3,400,000
3,416,733
  (a)(d)
Ocean Trails CLO Ltd., 2022-12A ER (3 mo.
Term SOFR + 7.500%)
12.646%
7/20/35
600,000
599,989
  (a)(d)
Palmer Square Loan Funding Ltd., 2024-1A
D (3 mo. Term SOFR + 4.900%)
10.011%
10/15/32
550,000
545,141
  (a)(d)
Total Asset-Backed Securities (Cost - $6,342,971)
6,386,752
Convertible Bonds & Notes - 0.8%
Communication Services - 0.8%
Media - 0.8%
DISH Network Corp., Senior Notes
0.000%
12/15/25
2,390,000
2,082,433
  
DISH Network Corp., Senior Notes
3.375%
8/15/26
1,680,000
1,360,557
  
Total Communication Services
3,442,990
Real Estate - 0.0%††
Real Estate Management & Development - 0.0%††
China Aoyuan Group Ltd., Senior Notes
0.000%
9/30/28
40,243
845
  (b)
Total Convertible Bonds & Notes (Cost - $2,975,383)
3,443,835
Shares
Common Stocks - 0.0%††
Health Care - 0.0%††
Pharmaceuticals - 0.0%††
Endo Inc.
360
9,173
  *
Real Estate - 0.0%††
Real Estate Management & Development - 0.0%††
China Aoyuan Group Ltd.
112,573
4,438
  *(e)
Total Common Stocks (Cost - $12,518)
13,611
  
See Notes to Financial Statements.
24
Western Asset High Income Opportunity Fund Inc. 2024 Annual Report
 Western Asset High Income Opportunity Fund Inc.
(Percentages shown based on Fund net assets)
Security
Expiration
Date
Warrants
Value
Warrants - 0.0%††
Industrials - 0.0%††
Passenger Airlines - 0.0%††
flyExclusive Inc. (Cost - $17,971)
5/28/28
18,769
$6,438
  *
Total Investments before Short-Term Investments (Cost - $362,979,097)
390,461,067
Rate
Maturity
Date
Face
Amount†
Short-Term Investments - 1.5%
U.S. Treasury Bills - 0.8%
U.S. Treasury Bills (Cost - $3,220,000)
0.000%
10/1/24
3,220,000
3,220,000
  (m)
Shares
Money Market Funds - 0.7%
Western Asset Premier Institutional
Government Reserves, Premium Shares
(Cost - $2,743,704)  
4.886%
2,743,704
2,743,704
  (n)(o)
Total Short-Term Investments (Cost - $5,963,704)
5,963,704
Total Investments - 98.5% (Cost - $368,942,801)
396,424,771
Other Assets in Excess of Liabilities - 1.5%
5,923,444
Total Net Assets - 100.0%
$402,348,215
See Notes to Financial Statements.
Western Asset High Income Opportunity Fund Inc. 2024 Annual Report
25
Schedule of investments (cont'd) September 30, 2024
 Western Asset High Income Opportunity Fund Inc.
Face amount denominated in U.S. dollars, unless otherwise noted.
††
Represents less than 0.1%.
*
Non-income producing security.
(a)
Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in
transactions that are exempt from registration, normally to qualified institutional buyers. This security has been
deemed liquid pursuant to guidelines approved by the Board of Directors.
(b)
Security is exempt from registration under Regulation S of the Securities Act of 1933. Regulation S applies to
securities offerings that are made outside of the United States and do not involve direct selling efforts in the
United States. This security has been deemed liquid pursuant to guidelines approved by the Board of Directors.
(c)
Security has no maturity date. The date shown represents the next call date.
(d)
Variable rate security. Interest rate disclosed is as of the most recent information available. Certain variable rate
securities are not based on a published reference rate and spread but are determined by the issuer or agent and
are based on current market conditions. These securities do not indicate a reference rate and spread in their
description above.
(e)
Security is fair valued in accordance with procedures approved by the Board of Directors (Note 1).
(f)
Security is valued using significant unobservable inputs (Note 1).
(g)
Value is less than $1.
(h)
Securities traded on a when-issued or delayed delivery basis.
(i)
Payment-in-kind security for which the issuer has the option at each interest payment date of making interest
payments in cash or additional securities.
(j)
The maturity principal is currently in default as of September 30, 2024.
(k)
Interest rates disclosed represent the effective rates on senior loans. Ranges in interest rates are attributable to
multiple contracts under the same loan.
(l)
Senior loans may be considered restricted in that the Fund ordinarily is contractually obligated to receive approval
from the agent bank and/or borrower prior to the disposition of a senior loan.
(m)
Rate shown represents yield-to-maturity.
(n)
Rate shown is one-day yield as of the end of the reporting period.
(o)
In this instance, as defined in the Investment Company Act of 1940, an "Affiliated Company" represents Fund
ownership of at least 5% of the outstanding voting securities of an issuer, or a company which is under common
ownership or control with the Fund. At September 30, 2024, the total market value of investments in Affiliated
Companies was $2,743,704 and the cost was $2,743,704 (Note 7).
Abbreviation(s) used in this schedule:
BRL
-
Brazilian Real
CLO
- 
Collateralized Loan Obligation
DOP
- 
Dominican Peso
EUR
- 
Euro
GBP
- 
British Pound
ICE
- 
Intercontinental Exchange
LIBOR
- 
London Interbank Offered Rate
MXN
- 
Mexican Peso
PIK
- 
Payment-In-Kind
SOFR
- 
Secured Overnight Financing Rate
USD
- 
United States Dollar
See Notes to Financial Statements.
26
Western Asset High Income Opportunity Fund Inc. 2024 Annual Report
Statement of assets and liabilities September 30, 2024
Assets:
Investments in unaffiliated securities, at value (Cost - $366,199,097)
$393,681,067
Investments in affiliated securities, at value (Cost - $2,743,704)
2,743,704
Foreign currency, at value (Cost - $282,022)
229,361
Cash
100,984
Interest receivable
6,549,611
Receivable for securities sold
3,148,321
Principal paydown receivable
22,466
Dividends receivable from affiliated investments
5,171
Prepaid expenses
11,565
Total Assets
406,492,250
Liabilities:
Distributions payable
3,376,022
Payable for securities purchased
320,000
Investment management fee payable
246,497
Directors' fees payable
23,444
Accrued expenses
178,072
Total Liabilities
4,144,035
Total Net Assets
$402,348,215
Net Assets:
Par value ($0.001 par value; 95,099,215 shares issued and outstanding; 500,000,000 shares
authorized) 
$95,099
Paid-in capital in excess of par value
583,779,354
Total distributable earnings (loss)
(181,526,238
)
Total Net Assets
$402,348,215
Shares Outstanding
95,099,215
Net Asset Value
$4.23
See Notes to Financial Statements.
Western Asset High Income Opportunity Fund Inc. 2024 Annual Report
27
Statement of operations For the Year Ended September 30, 2024
Investment Income:
Interest
$35,933,027
Dividends from affiliated investments
238,978
Less: Foreign taxes withheld
(39,357
)
Total Investment Income
36,132,648
Expenses:
Investment management fee (Note 2)
3,177,786
Transfer agent fees
165,981
Directors' fees
128,928
Legal fees
93,167
Shareholder reports
63,109
Audit and tax fees
56,540
Stock exchange listing fees
48,671
Fund accounting fees
20,100
Insurance
3,185
Custody fees
1,231
Interest expense
56
Miscellaneous expenses
12,561
Total Expenses
3,771,315
Less: Fee waivers and/or expense reimbursements (Note 2)
(70,524
)
Net Expenses
3,700,791
Net Investment Income
32,431,857
Realized and Unrealized Gain (Loss) on Investments, Forward Foreign Currency Contracts and
Foreign Currency Transactions (Notes 1, 3 and 4):
Net Realized Gain (Loss) From:
Investment transactions in unaffiliated securities
(4,974,989
)
Forward foreign currency contracts
(154,991
)
Foreign currency transactions
60,513
Net Realized Loss
(5,069,467
)
Change in Net Unrealized Appreciation (Depreciation) From:
Investments in unaffiliated securities
20,660,216
Foreign currencies
25,533
Change in Net Unrealized Appreciation (Depreciation)
20,685,749
Net Gain on Investments, Forward Foreign Currency Contracts and Foreign Currency
Transactions
15,616,282
Increase in Net Assets From Operations
$48,048,139
See Notes to Financial Statements.
28
Western Asset High Income Opportunity Fund Inc. 2024 Annual Report
Statements of changes in net assets
For the Years Ended September 30,
2024
2023
Operations:
Net investment income
$32,431,857
$33,461,263
Net realized loss
(5,069,467
)
(39,654,795
)
Change in net unrealized appreciation (depreciation)
20,685,749
34,302,918
Increase in Net Assets From Operations
48,048,139
28,109,386
Distributions to Shareholders From (Note 1):
Total distributable earnings
(32,786,512
)
(30,049,452
)
Return of capital
(7,725,754
)
(4,709,311
)
Decrease in Net Assets From Distributions to Shareholders
(40,512,266
)
(34,758,763
)
Increase (Decrease) in Net Assets
7,535,873
(6,649,377
)
Net Assets:
Beginning of year
394,812,342
401,461,719
End of year
$402,348,215
$394,812,342
See Notes to Financial Statements.
Western Asset High Income Opportunity Fund Inc. 2024 Annual Report
29
Financial highlights
For a share of capital stock outstanding throughout each year ended September 30:
20241
20231
20221
20211
20201
Net asset value, beginning of year
$4.15
$4.22
$5.45
$5.27
$5.50
Income (loss) from operations:
Net investment income
0.34
0.35
0.33
0.32
0.34
Net realized and unrealized gain (loss)
0.17
(0.05
)
(1.20
)
0.22
(0.20
)
Total income (loss) from operations
0.51
0.30
(0.87)
0.54
0.14
Less distributions from:
Net investment income
(0.35
)
(0.32
)
(0.33
)
(0.30
)
(0.31
)
Return of capital
(0.08
)
(0.05
)
(0.03
)
(0.07
)
(0.07
)
Total distributions
(0.43
)
(0.37
)
(0.36
)
(0.37
)
(0.38
)
Anti-dilutive impact of repurchase plan
-
-
-
-
0.01
2
Anti-dilutive impact of tender offer
-
-
-
0.01
3
-
Capital contributions
-
-
-
-
0.00
4
Net asset value, end of year
$4.23
$4.15
$4.22
$5.45
$5.27
Market price, end of year
$4.05
$3.64
$3.68
$5.19
$4.90
Total return, based on NAV5,6
12.87
%
7.12
%
(16.60
)%
10.73
%
3.13
%7
Total return, based on Market Price8
24.11
%
8.67
%
(23.16
)%
13.92
%
5.05
%
Net assets, end of year (millions)
$402
$395
$401
$518
$668
Ratios to average net assets:
Gross expenses
0.95
%
0.94
%
0.93
%
0.91
%
1.01
%9
Net expenses10,11
0.93
0.94
0.93
0.89
0.99
9
Net investment income
8.16
8.19
6.66
5.82
6.35
Portfolio turnover rate
45
%
39
%
79
%
46
%
63
%
See Notes to Financial Statements.
30
Western Asset High Income Opportunity Fund Inc. 2024 Annual Report
1
Per share amounts have been calculated using the average shares method.
2
The repurchase plan was completed at an average repurchase price of $3.67 for 1,150,582 shares and $4,227,008
for the year ended September 30, 2020.
3
The tender offer was completed at a price of $5.37 for 31,699,738 shares and $170,227,593 for the year ended
September 30, 2021.
4
Amount represents less than $0.005 or greater than $(0.005) per share.
5
Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements.
In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total
return would have been lower. Past performance is no guarantee of future results.
6
The total return calculation assumes that distributions are reinvested at NAV. Past performance is no guarantee of
future results.
7
Includes the effect of a capital contribution. Absent the capital contribution, the total return would have been
unchanged.
8
The total return calculation assumes that distributions are reinvested in accordance with the Fund's dividend
reinvestment plan. Past performance is no guarantee of future results.
9
Included in the expense ratios are certain non-recurring legal and transfer agent fees that were incurred by the
Fund during the period. Without these fees, the gross and net expense ratios would have been 0.92% and 0.90%,
respectively.
10
The manager has agreed to waive the Fund's management fee to an extent sufficient to offset the net management
fee payable in connection with any investment in an affiliated money market fund.
11
Reflects fee waivers and/or expense reimbursements.
See Notes to Financial Statements.
Western Asset High Income Opportunity Fund Inc. 2024 Annual Report
31
Notes to financial statements
1. Organization and significant accounting policies
Western Asset High Income Opportunity Fund Inc. (the "Fund") was incorporated in Maryland and is registered as a diversified, closed-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"). The Fund seeks high current income. Capital appreciation is a secondary objective. In seeking to fulfill its investment objectives, the Fund invests, under normal market conditions, at least 80% of its net assets in high-yield securities and up to 20% in common stock equivalents, including options, warrants and rights.
The Fund follows the accounting and reporting guidance in Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic 946, Financial Services - Investment Companies ("ASC 946"). The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles ("GAAP"), including, but not limited to, ASC 946. Estimates and assumptions are required to be made regarding assets, liabilities and changes in net assets resulting from operations when financial statements are prepared. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ. Subsequent events have been evaluated through the date the financial statements were issued.
(a) Investment valuation. The valuations for fixed income securities (which may include, but are not limited to, corporate, government, municipal, mortgage-backed, collateralized mortgage obligations and asset-backed securities) and certain derivative instruments are typically the prices supplied by independent third party pricing services, which may use market prices or broker/dealer quotations or a variety of valuation techniques and methodologies. The independent third party pricing services typically use inputs that are observable such as issuer details, interest rates, yield curves, prepayment speeds, credit risks/spreads, default rates and quoted prices for similar securities. Investments in open-end funds are valued at the closing net asset value per share of each fund on the day of valuation. Equity securities for which market quotations are available are valued at the last reported sales price or official closing price on the primary market or exchange on which they trade. When the Fund holds securities or other assets that are denominated in a foreign currency, the Fund will normally use the currency exchange rates as of 4:00 p.m. (Eastern Time). If independent third party pricing services are unable to supply prices for a portfolio investment, or if the prices supplied are deemed by the manager to be unreliable, the market price may be determined by the manager using quotations from one or more broker/dealers or at the transaction price if the security has recently been purchased and no value has yet been obtained from a pricing service or pricing broker. When reliable prices are not readily available, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its net asset value, the Fund values these securities as determined in accordance with procedures approved by the Fund's Board of Directors.
32
Western Asset High Income Opportunity Fund Inc. 2024 Annual Report
Pursuant to policies adopted by the Board of Directors, the Fund's manager has been designated as the valuation designee and is responsible for the oversight of the daily valuation process. The Fund's manager is assisted by the Global Fund Valuation Committee (the "Valuation Committee"). The Valuation Committee is responsible for making fair value determinations, evaluating the effectiveness of the Fund's pricing policies, and reporting to the Fund's manager and the Board of Directors. When determining the reliability of third party pricing information for investments owned by the Fund, the Valuation Committee, among other things, conducts due diligence reviews of pricing vendors, monitors the daily change in prices and reviews transactions among market participants.
The Valuation Committee will consider pricing methodologies it deems relevant and appropriate when making fair value determinations. Examples of possible methodologies include, but are not limited to, multiple of earnings; discount from market of a similar freely traded security; discounted cash-flow analysis; book value or a multiple thereof; risk premium/yield analysis; yield to maturity; and/or fundamental investment analysis. The Valuation Committee will also consider factors it deems relevant and appropriate in light of the facts and circumstances. Examples of possible factors include, but are not limited to, the type of security; the issuer's financial statements; the purchase price of the security; the discount from market value of unrestricted securities of the same class at the time of purchase; analysts' research and observations from financial institutions; information regarding any transactions or offers with respect to the security; the existence of merger proposals or tender offers affecting the security; the price and extent of public trading in similar securities of the issuer or comparable companies; and the existence of a shelf registration for restricted securities.
For each portfolio security that has been fair valued pursuant to the policies adopted by the Board of Directors, the fair value price is compared against the last available and next available market quotations. The Valuation Committee reviews the results of such back testing monthly and fair valuation occurrences are reported to the Board of Directors quarterly.
The Fund uses valuation techniques to measure fair value that are consistent with the market approach and/or income approach, depending on the type of security and the particular circumstance. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable securities. The income approach uses valuation techniques to discount estimated future cash flows to present value.
Western Asset High Income Opportunity Fund Inc. 2024 Annual Report
33
Notes to financial statements (cont'd)
GAAP establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are summarized in the three broad levels listed below:
 Level 1 - unadjusted quoted prices in active markets for identical investments
 Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
 Level 3 - significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments)
The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.
The following is a summary of the inputs used in valuing the Fund's assets carried at fair value:
ASSETS
Description
Quoted Prices
(Level 1)
Other Significant
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
Long-Term Investments†:
Corporate Bonds & Notes:
Financials
-
$33,095,448
$316,800
$33,412,248
Health Care
-
27,101,278
0
*
27,101,278
Other Corporate Bonds &
Notes
-
278,651,881
-
278,651,881
Senior Loans
-
28,863,956
-
28,863,956
Sovereign Bonds
-
12,581,068
-
12,581,068
Asset-Backed Securities
-
6,386,752
-
6,386,752
Convertible Bonds & Notes
-
3,443,835
-
3,443,835
Common Stocks:
Health Care
$9,173
-
-
9,173
Real Estate
-
4,438
-
4,438
Warrants
-
6,438
-
6,438
Total Long-Term Investments
9,173
390,135,094
316,800
390,461,067
Short-Term Investments†:
U.S. Treasury Bills
-
3,220,000
-
3,220,000
Money Market Funds
2,743,704
-
-
2,743,704
Total Short-Term Investments
2,743,704
3,220,000
-
5,963,704
Total Investments
$2,752,877
$393,355,094
$316,800
$396,424,771
See Schedule of Investments for additional detailed categorizations.
*
Amount represents less than $1.
(b) Forward foreign currency contracts. The Fund enters into a forward foreign currency contract to hedge against foreign currency exchange rate risk on its non-U.S. dollar denominated securities or to facilitate settlement of a foreign currency denominated portfolio transaction. A forward foreign currency contract is an agreement between two
34
Western Asset High Income Opportunity Fund Inc. 2024 Annual Report
parties to buy and sell a currency at a set price with delivery and settlement at a future date. The contract is marked-to-market daily and the change in value is recorded by the Fund as an unrealized gain or loss. When a forward foreign currency contract is closed, through either delivery or offset by entering into another forward foreign currency contract, the Fund recognizes a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value of the contract at the time it is closed.
Forward foreign currency contracts involve elements of market risk in excess of the amounts reflected on the Statement of Assets and Liabilities. The Fund bears the risk of an unfavorable change in the foreign exchange rate underlying the forward foreign currency contract. Risks may also arise upon entering into these contracts from the potential inability of the counterparties to meet the terms of their contracts.
(c) Loan participations. The Fund may invest in loans arranged through private negotiation between one or more financial institutions. The Fund's investment in any such loan may be in the form of a participation in or an assignment of the loan. In connection with purchasing participations, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement related to the loan, or any rights of offset against the borrower and the Fund may not benefit directly from any collateral supporting the loan in which it has purchased the participation.
The Fund assumes the credit risk of the borrower, the lender that is selling the participation and any other persons interpositioned between the Fund and the borrower. In the event of the insolvency of the lender selling the participation, the Fund may be treated as a general creditor of the lender and may not benefit from any offset between the lender and the borrower.
(d) Securities traded on a when-issued and delayed delivery basis. The Fund may trade securities on a when-issued or delayed delivery basis. In when-issued and delayed delivery transactions, the securities are purchased or sold by the Fund with payment and delivery taking place in the future in order to secure what is considered to be an advantageous price and yield to the Fund at the time of entering into the transaction.
Purchasing such securities involves risk of loss if the value of the securities declines prior to settlement. These securities are subject to market fluctuations and their current value is determined in the same manner as for other securities.
(e) Foreign currency translation. Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the respective dates of such transactions.
Western Asset High Income Opportunity Fund Inc. 2024 Annual Report
35
Notes to financial statements (cont'd)
The Fund does not isolate that portion of the results of operations resulting from fluctuations in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.
Net realized foreign exchange gains or losses arise from sales of foreign currencies, including gains and losses on forward foreign currency contracts, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the values of assets and liabilities, other than investments in securities, on the date of valuation, resulting from changes in exchange rates.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
(f) Credit and market risk. The Fund invests in high-yield and emerging market instruments that are subject to certain credit and market risks. The yields of high-yield and emerging market debt obligations reflect, among other things, perceived credit and market risks. The Fund's investments in securities rated below investment grade typically involve risks not associated with higher rated securities including, among others, greater risk related to timely and ultimate payment of interest and principal, greater market price volatility and less liquid secondary market trading. The consequences of political, social, economic or diplomatic changes may have disruptive effects on the market prices of investments held by the Fund. The Fund's investments in non-U.S. dollar denominated securities may also result in foreign currency losses caused by devaluations and exchange rate fluctuations.
(g) Foreign investment risks. The Fund's investments in foreign securities may involve risks not present in domestic investments. Since securities may be denominated in foreign currencies, may require settlement in foreign currencies or may pay interest or dividends in foreign currencies, changes in the relationship of these foreign currencies to the U.S. dollar can significantly affect the value of the investments and earnings of the Fund. Foreign investments may also subject the Fund to foreign government exchange restrictions, expropriation, taxation or other political, social or economic developments, all of which affect the market and/or credit risk of the investments.
(h) Counterparty risk and credit-risk-related contingent features of derivative instruments. The Fund may invest in certain securities or engage in other transactions where the Fund is exposed to counterparty credit risk in addition to broader market risks.
36
Western Asset High Income Opportunity Fund Inc. 2024 Annual Report
The Fund may invest in securities of issuers, which may also be considered counterparties as trading partners in other transactions. This may increase the risk of loss in the event of default or bankruptcy by the counterparty or if the counterparty otherwise fails to meet its contractual obligations. The Fund's subadviser attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of its trading partners, (ii) monitoring and/or limiting the amount of its net exposure to each individual counterparty based on its assessment and (iii) requiring collateral from the counterparty for certain transactions. Market events and changes in overall economic conditions may impact the assessment of such counterparty risk by the subadviser. In addition, declines in the values of underlying collateral received may expose the Fund to increased risk of loss.
With exchange traded and centrally cleared derivatives, there is less counterparty risk to the Fund since the exchange or clearinghouse, as counterparty to such instruments, guarantees against a possible default. The clearinghouse stands between the buyer and the seller of the contract; therefore, the credit risk is limited to failure of the clearinghouse. While offset rights may exist under applicable law, the Fund does not have a contractual right of offset against a clearing broker or clearinghouse in the event of a default of the clearing broker or clearinghouse.
The Fund has entered into master agreements, such as an International Swaps and Derivatives Association, Inc. Master Agreement ("ISDA Master Agreement") or similar agreement, with certain of its derivative counterparties that govern over-the-counter ("OTC") derivatives and provide for general obligations, representations, agreements, collateral posting terms, netting provisions in the event of default or termination and credit related contingent features. The credit related contingent features include, but are not limited to, a percentage decrease in the Fund's net assets or net asset value per share over a specified period of time. If these credit related contingent features were triggered, the derivatives counterparty could terminate the positions and demand payment or require additional collateral.
Under an ISDA Master Agreement, the Fund may, under certain circumstances, offset with the counterparty certain derivative financial instruments' payables and/or receivables with collateral held and/or posted and create one single net payment. However, absent an event of default by the counterparty or a termination of the agreement, the terms of the ISDA Master Agreements do not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the Fund and the applicable counterparty. The enforceability of the right to offset may vary by jurisdiction.
Collateral requirements differ by type of derivative. Collateral or margin requirements are set by the broker or exchange clearinghouse for exchange traded derivatives while collateral terms are contract specific for OTC traded derivatives. Cash collateral that has been pledged to cover obligations of the Fund under derivative contracts, if any, will be
Western Asset High Income Opportunity Fund Inc. 2024 Annual Report
37
Notes to financial statements (cont'd)
reported separately in the Statement of Assets and Liabilities. Securities pledged as collateral, if any, for the same purpose are noted in the Schedule of Investments.
As of September 30, 2024, the Fund did not have any open OTC derivative transactions with credit related contingent features in a net liability position.
(i) Security transactions and investment income. Security transactions are accounted for on a trade date basis. Interest income (including interest income from payment-in-kind securities) is recorded on the accrual basis. Amortization of premiums and accretion of discounts on debt securities are recorded to interest income over the lives of the respective securities, except for premiums on certain callable debt securities, which are amortized to the earliest call date. Paydown gains and losses on mortgage- and asset-backed securities are recorded as adjustments to interest income. Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. Foreign dividend income is recorded on the ex-dividend date or as soon as practicable after the Fund determines the existence of a dividend declaration after exercising reasonable due diligence. The cost of investments sold is determined by use of the specific identification method. To the extent any issuer defaults or a credit event occurs that impacts the issuer, the Fund may halt any additional interest income accruals and consider the realizability of interest accrued up to the date of default or credit event.
(j) Distributions to shareholders. Distributions from net investment income of the Fund, if any, are declared quarterly and paid on a monthly basis. Distributions of net realized gains, if any, are declared at least annually. Distributions to shareholders of the Fund are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.
(k) Compensating balance arrangements. The Fund has an arrangement with its custodian bank whereby a portion of the custodian's fees is paid indirectly by credits earned on the Fund's cash on deposit with the bank.
(l) Federal and other taxes. It is the Fund's policy to comply with the federal income and excise tax requirements of the Internal Revenue Code of 1986 (the "Code"), as amended, applicable to regulated investment companies. Accordingly, the Fund intends to distribute its taxable income and net realized gains, if any, to shareholders in accordance with timing requirements imposed by the Code. Therefore, no federal or state income tax provision is required in the Fund's financial statements.
Management has analyzed the Fund's tax positions taken on income tax returns for all open tax years and has concluded that as of September 30, 2024, no provision for income tax is required in the Fund's financial statements. The Fund's federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.
38
Western Asset High Income Opportunity Fund Inc. 2024 Annual Report
Under the applicable foreign tax laws, a withholding tax may be imposed on interest, dividends and capital gains at various rates.
(m) Reclassification. GAAP requires that certain components of net assets be reclassified to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. During the current year, the Fund had no reclassifications.
2. Investment management agreement and other transactions with affiliates
Franklin Templeton Fund Adviser, LLC ("FTFA") (formerly known as Legg Mason Partners Fund Advisor, LLC ("LMPFA") prior to November 30, 2023) is the Fund's investment manager. Western Asset Management Company, LLC ("Western Asset") and Western Asset Management Company Limited ("Western Asset London") are the Fund's subadvisers. FTFA, Western Asset and Western Asset London are indirect, wholly-owned subsidiaries of Franklin Resources, Inc. ("Franklin Resources").
FTFA provides administrative and certain oversight services to the Fund. The Fund pays FTFA an investment management fee, calculated daily and paid monthly, at an annual rate of 0.80% of the Fund's average daily net assets.
FTFA delegates to Western Asset the day-to-day portfolio management of the Fund. Western Asset London provides certain subadvisory services to the Fund relating to currency transactions and investments in non-U.S. dollar denominated debt securities. Western Asset London does not receive any compensation from the Fund and is paid by Western Asset for its services to the Fund. For its services, FTFA pays Western Asset a fee monthly, at an annual rate equal to 70% of the net management fee it receives from the Fund. In turn, Western Asset pays Western Asset London a monthly subadvisory fee in an amount equal to 100% of the management fee paid to Western Asset on the assets that Western Asset allocates to Western Asset London to manage.
The manager has agreed to waive the Fund's management fee to an extent sufficient to offset the net management fee payable in connection with any investment in an affiliated money market fund (the "affiliated money market fund waiver").
Effective June 1, 2024, FTFA implemented a voluntary investment management fee waiver of 0.05% that will continue until May 31, 2025.
During the year ended September 30, 2024, fees waived and/or expenses reimbursed amounted to $70,524, which included an affiliated money market fund waiver of $4,467.
All officers and one Director of the Fund are employees of Franklin Resources or its affiliates and do not receive compensation from the Fund.
Western Asset High Income Opportunity Fund Inc. 2024 Annual Report
39
Notes to financial statements (cont'd)
3. Investments
During the year ended September 30, 2024, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) and U.S. Government & Agency Obligations were as follows:
Investments
U.S. Government &
Agency Obligations
Purchases
$173,439,889
-
Sales
195,641,705
$443,303
At September 30, 2024, the aggregate cost of investments and the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:
Cost
Gross
Unrealized
Appreciation
Gross
Unrealized
Depreciation
Net
Unrealized
Appreciation
Securities
$371,871,677
$36,710,154
$(12,157,060)
$24,553,094
4. Derivative instruments and hedging activities
At September 30, 2024, the Fund did not have any derivative instruments outstanding.
The following table provides information about the effect of derivatives and hedging activities on the Fund's Statement of Operations for the year ended September 30, 2024. The table provides additional detail about the amounts and sources of gains (losses) realized on derivatives during the period.
AMOUNT OF NET REALIZED GAIN (LOSS) ON DERIVATIVES RECOGNIZED
Foreign
Exchange Risk
Forward foreign currency contracts
$(154,991
)
During the year ended September 30, 2024, the volume of derivative activity for the Fund was as follows:
Average Market
Value
Forward foreign currency contracts (to buy)†
$30,720
Forward foreign currency contracts (to sell)†
1,465,392
At September 30, 2024, there were no open positions held in this derivative.
5. Distributions subsequent to September 30, 2024
The following distributions have been declared by the Fund's Board of Directors and are payable subsequent to the period end of this report:
Record Date
Payable Date
Amount
9/23/2024
10/1/2024
$0.0355
10/24/2024
11/1/2024
$0.0355
40
Western Asset High Income Opportunity Fund Inc. 2024 Annual Report
Record Date
Payable Date
Amount
11/21/2024
12/2/2024
$0.0355
12/23/2024
12/31/2024
$0.0355
1/24/2025
2/3/2025
$0.0355
2/21/2025
3/3/2025
$0.0355
6. Stock repurchase program
On November 16, 2015, the Fund announced that the Fund's Board of Directors (the "Board") had authorized the Fund to repurchase in the open market up to approximately 10% of the Fund's outstanding common stock when the Fund's shares are trading at a discount to net asset value. The Board has directed management of the Fund to repurchase shares of common stock at such times and in such amounts as management reasonably believes may enhance stockholder value. The Fund is under no obligation to purchase shares at any specific discount levels or in any specific amounts. During the years ended September 30, 2024, and September 30, 2023, the Fund did not repurchase any shares.
Since the commencement of the stock repurchase program through September 30, 2024, the Fund repurchased 2,433,258 shares or 1.88% of its common shares outstanding for a total amount of $10,070,498.
7. Transactions with affiliated company
As defined by the 1940 Act, an affiliated company is one in which the Fund owns 5% or more of the outstanding voting securities, or a company which is under common ownership or control with the Fund. The following company was considered an affiliated company for all or some portion of the year ended September 30, 2024. The following transactions were effected in such company for the year ended September 30, 2024.
Affiliate
Value at

September 30,
2023
Purchased
Sold
Cost
Shares
Proceeds
Shares
Western Asset
Premier
Institutional
Government
Reserves, Premium
Shares
$1,667,355
$120,910,995
120,910,995
$119,834,646
119,834,646

(cont'd)
Realized
Gain (Loss)
Dividend
Income
Net Increase
(Decrease) in
Unrealized
Appreciation
(Depreciation)
Affiliate
Value at
September 30,
2024
Western Asset Premier
Institutional
Government Reserves,
Premium Shares
-
$238,978
-
$2,743,704
Western Asset High Income Opportunity Fund Inc. 2024 Annual Report
41
Notes to financial statements (cont'd)
8. Income tax information and distributions to shareholders
The tax character of distributions paid during the fiscal years ended September 30, was as follows:
2024
2023
Distributions paid from:
Ordinary income
$32,786,512
$30,049,452
Tax return of capital
7,725,754
4,709,311
Total distributions paid
$40,512,266
$34,758,763
As of September 30, 2024, the components of distributable earnings (loss) on a tax basis were as follows:
Deferred capital losses*
$(202,646,536)
Other book/tax temporary differences(a)
(3,376,022)
Unrealized appreciation (depreciation)(b)
24,496,320
Total distributable earnings (loss) - net
$(181,526,238)
*
These capital losses have been deferred in the current year as either short-term or long-term losses. The losses
will be deemed to occur on the first day of the next taxable year in the same character as they were originally
deferred and will be available to offset future taxable capital gains.
(a)
Other book/tax temporary differences are attributable to book/tax differences in the timing of the deductibility of
various expenses.
(b)
The difference between book-basis and tax-basis unrealized appreciation (depreciation) is attributable to the tax
deferral of losses on wash sales, the difference between book and tax amortization methods for premium on
fixed income securities; book/tax differences in the accrual of interest income on securities in default and other
book/tax basis adjustments.
9. Recent accounting pronouncement
In March 2020, the FASB issued Accounting Standards Update (ASU) No. 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting. In January 2021 and December 2022, the FASB issued ASU No. 2021-01 and ASU No. 2022-06, with further amendments to Topic 848. The amendments in the ASUs provide optional temporary accounting recognition and financial reporting relief from the effect of certain types of contract modifications due to the planned discontinuation of the London Interbank Offered Rate (LIBOR) and other interbank-offered based reference rates as of the end of 2021 for certain LIBOR settings and 2023 for the remainder. The ASUs are effective for certain reference rate-related contract modifications that occur during the period March 12, 2020, through December 31, 2024. Management has reviewed the requirements and believes the adoption of these ASUs will not have a material impact on the financial statements.
42
Western Asset High Income Opportunity Fund Inc. 2024 Annual Report
Report of independent registered public accounting firm
To the Board of Directors and Shareholders of Western Asset High Income Opportunity Fund Inc.
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Western Asset High Income Opportunity Fund Inc. (the "Fund") as of September 30, 2024, the related statement of operations for the year ended September 30, 2024, the statement of changes in net assets for each of the two years in the period ended September 30, 2024, including the related notes, and the financial highlights for each of the five years in the period ended September 30, 2024 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of September 30, 2024, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended September 30, 2024 and the financial highlights for each of the five years in the period ended September 30, 2024 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of September 30, 2024 by correspondence with the custodian, agent banks and broker; when replies were not received, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
/s/PricewaterhouseCoopers LLP
Baltimore, Maryland
November 14, 2024
We have served as the auditor of one or more investment companies in the Franklin Templeton Group of Funds since 1948.
Western Asset High Income Opportunity Fund Inc. 2024 Annual Report
43
Board approval of management and subadvisory agreements (unaudited)
Background
The Investment Company Act of 1940, as amended (the "1940 Act"), requires that the Board of Directors (the "Board") of Western Asset High Income Opportunity Fund Inc. (the "Fund"), including a majority of its members who are not considered to be "interested persons" under the 1940 Act (the "Independent Directors") voting separately, approve on an annual basis the continuation of the investment management agreement (the "Management Agreement") between the Fund and the Fund's manager, Franklin Templeton Fund Adviser, LLC (formerly, Legg Mason Partners Fund Advisor, LLC) (the "Manager"), and the sub-advisory agreements (individually, a "Sub-Advisory Agreement," and collectively, the "Sub-Advisory Agreements") with the Manager's affiliates, Western Asset Management Company, LLC ("Western Asset") and Western Asset Management Company Limited ("Western Asset London," and together with Western Asset, the "Sub-Advisers"), with respect to the Fund.
At an in-person meeting (the "Contract Renewal Meeting") held on May 20-21, 2024, the Board, including the Independent Directors, considered and approved the continuation of each of the Management Agreement and the Sub-Advisory Agreements for an additional one-year period. To assist in its consideration of the renewal of each of the Management Agreement and the Sub-Advisory Agreements, the Board received and considered extensive information (together with the information provided at the Contract Renewal Meeting, the "Contract Renewal Information") about the Manager and the Sub-Advisers, as well as the management and sub-advisory arrangements for the Fund and the other closed-end funds in the same complex under the Board's purview (the "Franklin Templeton Closed-end Funds"), certain portions of which are discussed below.
A presentation made by the Manager and the Sub-Advisers to the Board at the Contract Renewal Meeting in connection with the Board's evaluation of each of the Management Agreement and the Sub-Advisory Agreements encompassed the Fund and other Franklin Templeton Closed-end Funds. In addition to the Contract Renewal Information, the Board received performance and other information throughout the year related to the respective services rendered by the Manager and the Sub-Advisers to the Fund. The Board's evaluation took into account the information received throughout the year and also reflected the knowledge and experience gained as members of the Boards of the Fund and other Franklin Templeton Closed-end Funds with respect to the services provided to the Fund by the Manager and the Sub-Advisers. The information received and considered by the Board (including its various committees) in conjunction with both the Contract Renewal Meeting and throughout the year was both written and oral. The contractual arrangements discussed below are the product of multiple years of review and negotiation and information received and considered by the Board during each of those years.
44
Western Asset High Income Opportunity Fund Inc.
At a meeting held on April 26, 2024, the Independent Directors, in preparation for the Contract Renewal Meeting, met in a private session with their independent legal counsel to review the Contract Renewal Information regarding the Franklin Templeton Closed-end Funds, including the Fund, received to date. No representatives of the Manager or the Sub-Advisers participated in this meeting. Following the April 26, 2024 meeting, the Independent Directors submitted certain questions and requests for additional information to Fund management. The Independent Directors also met in private sessions with their independent legal counsel to consider the Contract Renewal Information and Fund management's responses to the Independent Directors' questions and requests for additional information in advance of and during the Contract Renewal Meeting. The discussion below reflects all of these reviews.
The Manager provides the Fund with investment advisory and administrative services pursuant to the Management Agreement and the Sub-Advisers together provide the Fund with investment sub-advisory services pursuant to the Sub-Advisory Agreements. The discussion below covers both the advisory and administrative functions being rendered by the Manager, each such function being encompassed by the Management Agreement, and the investment sub-advisory functions being rendered by the Sub-Advisers pursuant to the Sub-Advisory Agreements.
Board Approval of Management Agreement and Sub-Advisory Agreements
The Independent Directors were advised by separate independent legal counsel throughout the process. Prior to voting, the Independent Directors received a memorandum discussing the legal standards for their consideration of the proposed continuation of the Management Agreement and the Sub-Advisory Agreements. The Independent Directors considered the Management Agreement and each Sub-Advisory Agreement separately during the course of their review. In doing so, they noted the respective roles of the Manager and the Sub-Advisers in providing services to the Fund.
In approving the continuation of the Management Agreement and Sub-Advisory Agreements, the Board, including the Independent Directors, considered a variety of factors, including those factors discussed below. No single factor reviewed by the Board was identified by the Board as the principal factor in determining whether to approve the continuation of the Management Agreement and the Sub-Advisory Agreements. Each Director may have attributed different weight to the various factors in evaluating the Management Agreement and the Sub-Advisory Agreements.
After considering all relevant factors and information, the Board, exercising its reasonable business judgment, determined that the continuation of the Management Agreement and Sub-Advisory Agreements were in the best interests of the Fund's stockholders and approved the continuation of each such agreement for an additional one-year period.
Western Asset High Income Opportunity Fund Inc.
45
Board approval of management and subadvisory agreements (unaudited) (cont'd)
Nature, Extent and Quality of the Services under the Management Agreement and Sub-Advisory Agreements
The Board received and considered Contract Renewal Information regarding the nature, extent, and quality of services provided to the Fund by the Manager and the Sub-Advisers under the Management Agreement and the Sub-Advisory Agreements, respectively, during the past year. The Board noted information received at regular meetings throughout the year related to the services provided by the Manager in its management of the Fund's affairs and the Manager's role in coordinating the activities of the Sub-Advisers and the Fund's other service providers. The Board observed that the scope of services provided by the Manager and the Sub-Advisers, and of the undertakings required of the Manager and Sub-Advisers in connection with those services, including maintaining and monitoring their respective compliance programs as well as the Fund's compliance programs, had expanded over time as a result of regulatory, market and other developments. The Board also noted that on a regular basis it received and reviewed information from the Manager and the Sub-Advisers regarding the Fund's compliance policies and procedures established pursuant to Rule 38a-1 under the 1940 Act. The Board also considered the risks borne by the Manager, the Sub-Advisers and their respective affiliates on behalf of the Fund, including entrepreneurial, operational, reputational, litigation and regulatory risks, as well as the Manager's and the Sub-Advisers' risk management processes.
The Board reviewed the qualifications, backgrounds, and responsibilities of the Manager's senior personnel and the Sub-Advisers' portfolio management teams primarily responsible for the day-to-day portfolio management of the Fund. The Board also considered, based on its knowledge of the Manager and its affiliates, the financial resources of Franklin Resources, Inc., the parent organization of the Manager and the Sub-Advisers. The Board recognized the importance of having a fund manager with significant resources.
The Board considered the division of responsibilities between the Manager and the Sub-Advisers under the Management Agreement and the Sub-Advisory Agreements, respectively, including the Manager's coordination and oversight of the services provided to the Fund by the Sub-Advisers and other fund service providers and Western Asset's coordination and oversight of the services provided to the Fund by Western Asset London. The Management Agreement permits the Manager to delegate certain of its responsibilities, including its investment advisory duties thereunder, provided that the Manager, in each case, will supervise the activities of the delegee.
In reaching its determinations regarding continuation of the Management Agreement and the Sub-Advisory Agreements, the Board took into account that Fund stockholders, in pursuing their investment goals and objectives, may have purchased their shares of the
46
Western Asset High Income Opportunity Fund Inc.
Fund based upon the reputation and the investment style, philosophy and strategy of the Manager and the Sub-Advisers, as well as the resources available to the Manager and the Sub-Advisers.
The Board concluded that, overall, the nature, extent, and quality of the management and other services provided (and expected to be provided) to the Fund, under the Management Agreement and the Sub-Advisory Agreements were satisfactory.
Fund Performance
The Board received and considered information regarding Fund performance, including information and analyses (the "Broadridge Performance Information") for the Fund, as well as for a group of comparable funds (the "Performance Universe") selected by Broadridge Financial Solutions, Inc. ("Broadridge"), an independent third-party provider of investment company data. The Board was provided with a description of the methodology Broadridge used to determine the similarity of the Fund with the funds included in the Performance Universe. It was noted that while the Board found the Broadridge Performance Information generally useful, they recognized its limitations, including that the data may vary depending on the end date selected, and that the results of the performance comparisons may vary depending on the selection of the peer group and its composition over time. The Board also noted that Board members had received and discussed with the Manager and the Sub-Advisers information throughout the year at periodic intervals comparing the Fund's performance against its benchmark and against the Fund's peers. In addition, the Board considered the Fund's performance in view of overall financial market conditions.
The Broadridge Performance Information comparing the Fund's performance to that of its Performance Universe, consisting of the Fund and all non-leveraged closed-end high yield funds, regardless of asset size, showed, among other data, that based on net asset value per share, the Fund's performance was equal to the median for the 1- and 5-year periods ended December 31, 2023, and was below the median for the 3- and 10-year periods ended December 31, 2023. The Board noted the explanations from the Manager and the Sub-Advisers regarding the Fund's relative performance versus the Performance Universe for the various periods. The Board also noted the limited size of the Performance Universe.
Based on the reviews and discussions of Fund performance and considering other relevant factors, including an agreement at the Contract Renewal Meeting by the Manager to implement a new voluntary fee waiver of 0.05% through May 31, 2025 (the "Fee Waiver") and other factors noted above, the Board concluded, under the circumstances, that continuation of the Management Agreement and the Sub-Advisory Agreements for an additional one-year period would be consistent with the interests of the Fund and its stockholders.
Western Asset High Income Opportunity Fund Inc.
47
Board approval of management and subadvisory agreements (unaudited) (cont'd)
Management and Sub-Advisory Fees and Expense Ratios
The Board reviewed and considered the contractual management fee (the "Contractual Management Fee") and the actual management fee (the "Actual Management Fee") payable by the Fund to the Manager under the Management Agreement and the sub-advisory fees (the "Sub-Advisory Fees") payable by the Manager to the Sub-Advisers under the Sub-Advisory Agreements in view of the nature, extent and overall quality of the management, investment advisory and other services provided by the Manager and the Sub-Advisers, respectively. The Board noted that the Sub-Advisory Fee payable to Western Asset under its Sub-Advisory Agreement with the Manager is paid by the Manager, not the Fund, and, accordingly, that the retention of Western Asset does not increase the fees or expenses otherwise incurred by the Fund's stockholders. Similarly, the Board noted that the Sub-Advisory Fee payable to Western Asset London under its Sub-Advisory Agreement with Western Asset is paid by Western Asset, not the Fund, and, accordingly, that the retention of Western Asset London does not increase the fees or expenses otherwise incurred by the Fund's stockholders.
In addition, the Board received and considered information and analyses prepared by Broadridge (the "Broadridge Expense Information") comparing the Contractual Management Fee and the Actual Management Fee and the Fund's total actual expenses with those of funds in an expense universe (the "Expense Universe") selected and provided by Broadridge. The comparison was based upon the constituent funds' latest fiscal years. It was noted that while the Board found the Broadridge Expense Information generally useful, they recognized its limitations, including that the data may vary depending on the selection of the peer group.
The Broadridge Expense Information showed that the Fund's Contractual Management Fee was equal to the median. The Broadridge Expense Information also showed that the Fund's Actual Management Fee was equal to the median. The Broadridge Expense Information also showed that the Fund's actual total expenses were below the median. The Board took into account management's discussion of the Fund's expenses and noted the limited size of the Expense Universe. The Board also considered the Manager's agreement to implement the Fee Waiver for a one-year period.
The Board also reviewed Contract Renewal Information regarding fees charged by the Manager and/or the Sub-Advisers to other U.S. clients investing primarily in an asset class similar to that of the Fund, including, where applicable, institutional and separate accounts. The Manager reviewed with the Board the differences in services provided to these different types of accounts, noting that the Fund is provided with certain administrative services, office facilities, and Fund officers, and that the Fund is subject not only to heightened regulatory requirements relative to institutional clients but also to requirements for listing on the New York Stock Exchange, and that the Manager coordinates and
48
Western Asset High Income Opportunity Fund Inc.
oversees the provision of services to the Fund by other fund service providers. The Board considered the fee comparisons in view of the different services provided in managing these other types of clients and funds.
The Board considered the overall management fee, the fees of the Sub-Advisers and the amount of the management fee retained by the Manager after payment of the subadvisory fees in each case in view of the services rendered for those amounts. The Board also received an analysis of complex-wide management fees provided by the Manager, which, among other things, set out a framework of fees based on asset classes.
Taking all of the above into consideration, as well as the factors identified below, the Board determined that the management fee and the Sub-Advisory Fees were reasonable in view of the nature, extent and overall quality of the management, investment advisory and other services provided by the Manager and the Sub-Advisers to the Fund under the Management Agreement and the Sub-Advisory Agreements, respectively.
Manager Profitability
The Board, as part of the Contract Renewal Information, received an analysis of the profitability to the Manager and its affiliates in providing services to the Fund for the Manager's fiscal years ended September 30, 2023 and September 30, 2022. The Board also received profitability information with respect to the Franklin Templeton fund complex as a whole. In addition, the Board received Contract Renewal Information with respect to the Manager's revenue and cost allocation methodologies used in preparing such profitability data. It was noted that the allocation methodologies had been reviewed by an outside consultant. The profitability to each of the Sub-Advisers was not considered to be a material factor in the Board's considerations since the Sub-Advisory Fee is paid by the Manager in the case of Western Asset and by Western Asset in the case of Western Asset London, not the Fund, although the Board noted the affiliation of the Manager with the Sub-Advisers. The profitability of the Manager and its affiliates was considered by the Board to be reasonable in view of the nature, extent and quality of services provided to the Fund.
Economies of Scale
The Board received and discussed Contract Renewal Information concerning whether the Manager realizes economies of scale if the Fund's assets grow. The Board noted that because the Fund is a closed-end fund it has limited ability to increase its assets. The Board determined that the management fee structure was appropriate under the circumstances. For similar reasons as stated above with respect to the Sub-Advisers' profitability and the costs of the Sub-Advisers' provision of services, the Board did not consider the potential for economies of scale in the Sub-Advisers' management of the Fund to be a material factor in the Board's consideration of the Sub-Advisory Agreements.
Western Asset High Income Opportunity Fund Inc.
49
Board approval of management and subadvisory agreements (unaudited) (cont'd)
Other Benefits to the Manager and the Sub-Advisers
The Board considered other benefits received by the Manager, the Sub-Advisers and their affiliates as a result of their relationship with the Fund, including the opportunity to offer additional products and services to the Fund's stockholders. In view of the costs of providing investment management and other services to the Fund and the ongoing commitment of the Manager and the Sub-Advisers to the Fund, the Board considered that the ancillary benefits that the Manager and its affiliates, including the Sub-Advisers, were reasonable.
50
Western Asset High Income Opportunity Fund Inc.
Additional information (unaudited) Information about Directors and Officers
The business and affairs of Western Asset High Income Opportunity Fund Inc. (the "Fund") are conducted by management under the supervision and subject to the direction of its Board of Directors. The business address of each Director is c/o Jane Trust, Franklin Templeton, 280 Park Avenue, 8th Floor, New York, New York 10017.
Information pertaining to the Directors and officers of the Fund is set forth below. The Fund's annual proxy statement includes additional information about Directors and is
available, without charge, upon request by calling the Fund at 1-888-777-0102.  
Independent Directors† 
Robert D. Agdern
Year of birth
1950
Position(s) held with Fund1
Director and Member of Nominating, Audit, Compensation and
Pricing and Valuation Committees, and Compliance Liaison,
Class I
Term of office1 and length of time served
Since 2015
Principal occupation(s) during the past five years
Member of the Advisory Committee of the Dispute Resolution
Research Center at the Kellogg Graduate School of Business,
Northwestern University (2002 to 2016); formerly, Deputy
General Counsel responsible for western hemisphere matters
for BP PLC (1999 to 2001); Associate General Counsel at Amoco
Corporation responsible for corporate, chemical, and refining
and marketing matters and special assignments (1993 to 1998)
(Amoco merged with British Petroleum in 1998 forming BP PLC)
Number of portfolios in fund complex overseen by Director
(including the Fund)
16
Other board memberships held by Director during the past five
years
None
Carol L. Colman
Year of birth
1946
Position(s) held with Fund1
Director and Member of Nominating, Audit and Compensation
Committees, and Chair of Pricing and Valuation Committee,
Class I
Term of office1 and length of time served
Since 2007
Principal occupation(s) during the past five years
President, Colman Consulting Company (consulting)
Number of portfolios in fund complex overseen by Director
(including the Fund)
16
Other board memberships held by Director during the past five
years
None
Western Asset High Income Opportunity Fund Inc.
51
Additional information (unaudited) (cont'd) Information about Directors and Officers
Independent Directors† (cont'd) 
Daniel P. Cronin
Year of birth
1946
Position(s) held with Fund1
Director and Member of Audit, Compensation and Pricing and
Valuation Committees, and Chair of Nominating Committee,
Class I
Term of office1 and length of time served
Since 2007
Principal occupation(s) during the past five years
Retired; formerly, Associate General Counsel, Pfizer Inc. (prior to
and including 2004)
Number of portfolios in fund complex overseen by Director
(including the Fund)
16
Other board memberships held by Director during the past five
years
None
Paolo M. Cucchi
Year of birth
1941
Position(s) held with Fund1
Director and Member of Nominating, Audit, and Pricing and
Valuation Committees, and Chair of Compensation Committee,
Class II
Term of office1 and length of time served
Since 2007
Principal occupation(s) during the past five years
Emeritus Professor of French and Italian (since 2014) and
formerly, Vice President and Dean of The College of Liberal Arts
(1984 to 2009) and Professor of French and Italian (2009 to 2014)
at Drew University
Number of portfolios in fund complex overseen by Director
(including the Fund)
16
Other board memberships held by Director during the past five
years
None
Anthony Grillo*
Year of birth
1955
Position(s) held with Fund1
Director and Member of Nominating, Audit, Compensation and
Pricing and Valuation Committees, Class I
Term of office1 and length of time served
Since 2024
Principal occupation(s) during the past five years
Retired; Founder, Managing Director and Partner of American
Securities Opportunity Funds (private equity and credit firm)
(2006 to 2018); formerly, Senior Managing Director of Evercore
Partners Inc. (investment banking) (2001 to 2004); Senior
Managing Director of Joseph Littlejohn & Levy, Inc. (private
equity firm) (1999 to 2001); Senior Managing Director of The
Blackstone Group L.P. (private equity and credit firm) (1991 to
1999)
Number of portfolios in fund complex overseen by Director
(including the Fund)
16
Other board memberships held by Director during the past five
years
Director of Littelfuse, Inc. (electronics manufacturing) (since
1991); formerly, Director of Oaktree Acquisition Corp. II (2020
to 2022); Director of Oaktree Acquisition Corp. (2019 to 2021)
52
Western Asset High Income Opportunity Fund Inc.
Independent Directors† (cont'd) 
Eileen A. Kamerick**
Year of birth
1958
Position(s) held with Fund1
Chairman and Member of Nominating, Compensation, Pricing
and Valuation and Audit Committees, Class III
Term of office1 and length of time served
Since 2013
Principal occupation(s) during the past five years
Chief Executive Officer, The Governance Partners, LLC
(consulting firm) (since 2015); National Association of Corporate
Directors Board Leadership Fellow (since 2016, with Directorship
Certification since 2019) and NACD 2022 Directorship 100
honoree; Adjunct Professor, Georgetown University Law Center
(since 2021); Adjunct Professor, The University of Chicago Law
School (since 2018); Adjunct Professor, University of Iowa
College of Law (since 2007); formerly, Chief Financial Officer,
Press Ganey Associates (health care informatics company) (2012
to 2014); Managing Director and Chief Financial Officer,
Houlihan Lokey (international investment bank) and President,
Houlihan Lokey Foundation (2010 to 2012)
Number of portfolios in fund complex overseen by Director
(including the Fund)
16
Other board memberships held by Director during the past five
years
Director, VALIC Company I (since October 2022); Director of ACV
Auctions Inc. (since 2021); Director of Associated Banc-Corp
(financial services company) (since 2007); formerly, Director of
Hochschild Mining plc (precious metals company) (2016
to 2023); formerly Trustee of AIG Funds and Anchor Series Trust
(2018 to 2021)
Nisha Kumar
Year of birth
1970
Position(s) held with Fund1
Director and Member of Nominating, Compensation and Pricing
and Valuation Committees, and Chair of the Audit Committee,
Class III
Term of office1 and length of time served
Since 2019
Principal occupation(s) during the past five years
Formerly, Managing Director and the Chief Financial Officer and
Chief Compliance Officer of Greenbriar Equity Group, LP (2011
to 2021); formerly, Chief Financial Officer and Chief
Administrative Officer of Rent the Runway, Inc. (2011); Executive
Vice President and Chief Financial Officer of AOL LLC, a
subsidiary of Time Warner Inc. (2007 to 2009); Member of the
Council of Foreign Relations
Number of portfolios in fund complex overseen by Director
(including the Fund)
16
Other board memberships held by Director during the past five
years
Director of Birkenstock Holding plc (since 2023); Director of The
India Fund, Inc. (since 2016); formerly, Director of Aberdeen
Income Credit Strategies Fund (2017 to 2018); and Director of
The Asia Tigers Fund, Inc. (2016 to 2018)
Western Asset High Income Opportunity Fund Inc.
53
Additional information (unaudited) (cont'd) Information about Directors and Officers
Independent Directors† (cont'd) 
Peter Mason*
Year of birth
1959
Position(s) held with Fund1
Director and Member of Nominating, Audit, Compensation and
Pricing and Valuation Committees, Class II
Term of office1 and length of time served
Since 2024
Principal occupation(s) during the past five years
Arbitrator and Mediator (self-employed) (since 2021); formerly,
Global General Counsel of UNICEF (non-governmental
organization) (1998-2021)
Number of portfolios in fund complex overseen by Director
(including the Fund)
16
Other board memberships held by Director during the past five
years
Chairman of University of Sydney USA Foundation (since 2020);
Director of the Radio Workshop US, Inc. (since 2023)
Hillary A. Sale*
Year of birth
1961
Position(s) held with Fund1
Director and Member of Nominating, Audit, Compensation and
Pricing and Valuation Committees, Class II
Term of office1 and length of time served
Since 2024
Principal occupation(s) during the past five years
Agnes Williams Sesquicentennial Professor of Leadership and
Corporate Governance, Georgetown Law; and Professor of
Management, McDonough School of Business (since 2018);
formerly, Associate Dean for Strategy, Georgetown Law (2020-
2023); National Association of Corporate Directors Board Faculty
Member (since 2021); formerly, a Member of the Board of
Governors of FINRA (2016-2022)
Number of portfolios in fund complex overseen by Director
(including the Fund)
16
Other board memberships held by Director during the past five
years
CBOE U.S. Securities Exchanges, CBOE Futures Exchange, and
CBOE SEF, Director (since 2022); Advisory Board Member of
Foundation Press (academic book publisher) (since 2019); Chair
of DirectWomen Board Institute (since 2019); formerly, Member
of DirectWomen Board (nonprofit) (2007-2022)
54
Western Asset High Income Opportunity Fund Inc.
Interested Director and Officer 
Jane Trust, CFA2
Year of birth
1962
Position(s) held with Fund1
Director, President and Chief Executive Officer, Class II
Term of office1 and length of time served
Since 2015
Principal occupation(s) during the past five years
Senior Vice President, Fund Board Management, Franklin
Templeton (since 2020); Officer and/or Trustee/Director of 116
funds associated with FTFA or its affiliates (since 2015);
President and Chief Executive Officer of FTFA (since 2015);
formerly, Senior Managing Director (2018 to 2020) and
Managing Director (2016 to 2018) of Legg Mason & Co., LLC
("Legg Mason & Co."); and Senior Vice President of FTFA (2015)
Number of portfolios in fund complex overseen by Director
(including the Fund)
Trustee/Director of Franklin Templeton funds consisting of 116
portfolios; Trustee of Putnam Family of Funds consisting of 105
portfolios
Other board memberships held by Director during the past five
years
None
Additional Officers 
Fred Jensen
Franklin Templeton
280 Park Avenue, 8th Floor, New York, NY 10017
Year of birth
1963
Position(s) held with Fund1
Chief Compliance Officer
Term of office1 and length of time served
Since 2020
Principal occupation(s) during the past five years
Director - Global Compliance of Franklin Templeton (since 2020);
Managing Director of Legg Mason & Co. (2006 to 2020); Director
of Compliance, Legg Mason Office of the Chief Compliance
Officer (2006 to 2020); formerly, Chief Compliance Officer of
Legg Mason Global Asset Allocation (prior to 2014); Chief
Compliance Officer of Legg Mason Private Portfolio Group (prior
to 2013); formerly, Chief Compliance Officer of The Reserve
Funds (investment adviser, funds and broker-dealer) (2004) and
Ambac Financial Group (investment adviser, funds and broker-
dealer) (2000 to 2003)
Marc A. De Oliveira
Franklin Templeton
100 First Stamford Place, 6th Floor, Stamford, CT 06902
Year of birth
1971
Position(s) held with Fund1
Secretary and Chief Legal Officer
Term of office1 and length of time served
Since 2023
Principal occupation(s) during the past five years
Associate General Counsel of Franklin Templeton (since 2020);
Secretary and Chief Legal Officer of certain funds associated
with Legg Mason & Co. or its affiliates since 2020); Assistant
Secretary of certain funds associated with Legg Mason & Co. or
its affiliates (since 2006); formerly, Managing Director (2016
to 2020) and Associate General Counsel of Legg Mason & Co.
(2005 to 2020)
Western Asset High Income Opportunity Fund Inc.
55
Additional information (unaudited) (cont'd) Information about Directors and Officers
Additional Officers (cont'd) 
Thomas C. Mandia
Franklin Templeton
100 First Stamford Place, 6th Floor, Stamford, CT 06902
Year of birth
1962
Position(s) held with Fund1
Senior Vice President
Term of office1 and length of time served
Since 2022
Principal occupation(s) during the past five years
Senior Associate General Counsel of Franklin Templeton
(since 2020); Secretary of FTFA (since 2006); Assistant Secretary
of certain funds associated with Legg Mason & Co. or its
affiliates (since 2006); Secretary of LM Asset Services, LLC
("LMAS") (since 2002) and Legg Mason Fund Asset
Management, Inc. ("LMFAM") (since 2013) (formerly registered
investment advisers); formerly, Managing Director and Deputy
General Counsel of Legg Mason & Co. (2005 to 2020) and
Assistant Secretary of certain funds in the fund complex (2006
to 2022)
Christopher Berarducci
Franklin Templeton
280 Park Avenue, 8th Floor, New York, NY 10017
Year of birth
1974
Position(s) held with Fund1
Treasurer and Principal Financial Officer
Term of office1 and length of time served
Since 2019
Principal occupation(s) during the past five years
Vice President, Fund Administration and Reporting, Franklin
Templeton (since 2020); Treasurer (since 2010) and Principal
Financial Officer (since 2019) of certain funds associated with
Legg Mason & Co. or its affiliates; formerly, Managing
Director (2020), Director (2015 to 2020), and Vice President (2011
to 2015) of Legg Mason & Co.
Jeanne M. Kelly
Franklin Templeton
280 Park Avenue, 8th Floor, New York, NY 10017
Year of birth
1951
Position(s) held with Fund1
Senior Vice President
Term of office1 and length of time served
Since 2007
Principal occupation(s) during the past five years
U.S. Fund Board Team Manager, Franklin Templeton (since 2020);
Senior Vice President of certain funds associated with Legg
Mason & Co. or its affiliates (since 2007); Senior Vice President
of FTFA (since 2006); President and Chief Executive Officer of
LMAS and LMFAM (since 2015); formerly, Managing Director of
Legg Mason & Co. (2005 to 2020); Senior Vice President of
LMFAM (2013 to 2015)
FTFA, referenced above, was formerly known as LMPFA prior to November 30, 2023.
Directors who are not "interested persons" of the Fund within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the "1940 Act").
*
Effective November 15, 2024, Ms. Sale and Messrs. Grillo and Mason became Directors of the Fund.
**
Effective November 15, 2024, Ms. Kamerick became Chairman of the Board.
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1
The Fund's Board of Directors is divided into three classes: Class I, Class II and Class III. The terms of office of the Class I, II and III Directors expire at the Annual Meetings of Stockholders in the year 2026, year 2027 and year 2025, respectively, or thereafter in each case when their respective successors are duly elected and qualified. The Fund's executive officers are chosen each year, to hold office until their successors are duly elected and qualified.
2
Ms. Trust is an "interested person" of the Fund as defined in the 1940 Act because Ms. Trust is an officer of FTFA and certain of its affiliates.
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Annual chief executive officer and principal financial officer certifications (unaudited)
The Fund's Chief Executive Officer ("CEO") has submitted to the NYSE the required annual certification and the Fund also has included the Certifications of the Fund's CEO and Principal Financial Officer required by Section 302 of the Sarbanes-Oxley Act in the Fund's Form N-CSR filed with the SEC for the period of this report.
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Other shareholder communications regarding accounting matters (unaudited)
The Fund's Audit Committee has established guidelines and procedures regarding the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters (collectively, "Accounting Matters"). Persons with complaints or concerns regarding Accounting Matters may submit their complaints to the Chief Compliance Officer ("CCO"). Persons who are uncomfortable submitting complaints to the CCO, including complaints involving the CCO, may submit complaints directly to the Fund's Audit Committee Chair. Complaints may be submitted on an anonymous basis.
The CCO may be contacted at:
Franklin Resources Inc.
Compliance Department
280 Park Ave, 8th Floor
New York, NY 10017
Complaints may also be submitted by telephone at 1-800-742-5274. Complaints submitted through this number will be received by the CCO.
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Summary of information regarding the Fund (unaudited)
Investment Objectives
The Fund's primary investment objective is high current income and its secondary investment objective is capital appreciation.
Principal Investment Policies and Strategies
Under normal market conditions, the Fund will invest at least 80% of its net assets plus any borrowings for investment purposes in high-yield corporate debt securities and preferred stocks and up to 20% in common stock equivalents, including options, warrants and rights. The Fund may invest up to 15% of its assets in corporate loans.
The Fund may invest up to 20% of its total assets in the securities of foreign issuers that are denominated in currencies other than the U.S. dollar and may invest without limitation in securities of foreign issuers that are denominated in U.S. dollars.
The Fund may use a variety of derivative instruments for investment purposes as well as for hedging or risk management purposes. These derivative instruments may include futures contracts, forward contracts, credit default swaps, credit default swap index securities, swap agreements and options on such instruments. As part of its strategies, the Fund may invest in futures contracts; purchase and sell (or write) exchange-listed and over-the-counter put and call options on securities, financial indices and futures contracts; enter into interest rate and currency transactions; and enter into other similar transactions which may be developed in the future to the extent Western Asset determines that they are consistent with the investment objectives and policies and applicable regulatory requirements.
The Fund may engage in currency exchange transactions and purchase exchange-traded put and call options on foreign currencies. The Fund will conduct its currency exchange transactions either on a spot (i.e., cash) basis at the rate prevailing in the currency exchange market or by entering into forward contracts to purchase or sell currencies.
The Fund may invest up to 15% of its assets in illiquid securities.
The Fund may make short sales of securities in order to reduce market exposure and/or to increase its income if, at all times when a short position is open, the Fund owns an equal or greater amount of such securities or owns preferred stock, debt or warrants convertible or exchangeable into an equal or greater number of the shares of the securities sold short. Short sales of this kind are referred to as short sales "against the box." The Fund will segregate the securities against which short sales against the box have been made in a special account with its custodian. Not more than 10% of the Fund's total assets (taken at current value) may be held as collateral for such sales at any one time.
The Fund may enter into repurchase agreement transactions with certain member banks of the Federal Reserve System or with certain dealers listed on the Federal Reserve Bank of New York's list of reporting dealers. The Fund may purchase securities on a when-issued
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basis or for delayed delivery in accordance with applicable law. The Fund will not accrue income with respect to a when-issued or delayed delivery security prior to its stated delivery date. The Fund may invest in dollar rolls, asset-backed securities and mortgage-backed securities.
The Fund may invest in zero coupon, pay-in-kind and delayed interest securities as well as custodial receipts or certificates underwritten by securities dealers or banks that evidence ownership of future interest payments, principal payments or both on certain U.S. government securities.
The Fund is authorized to lend securities it holds to brokers, dealers and other financial organizations in accordance with applicable law. The amount of such loans, if and when made, may not exceed 20% of the value of the Fund's assets.
Money market instruments that the Fund may acquire will be securities rated in the two highest short-term rating categories by Moody's Investors Service, Inc. ("Moody's") or Standard & Poor's Ratings Service ("S&P") or the equivalent of such rating categories by another major rating service, or comparable unrated securities. If, in Western Asset's judgment, conditions in the securities markets would make pursuing the basic investment strategy inconsistent with the stockholders' best interests, the investment manager may employ alternative strategies, including investment of all of the Fund's assets in securities rated investment grade by any nationally recognized statistical rating organization.
Principal Risk Factors
There is no assurance that the Fund will meet its investment objectives. You may lose money on your investment in the Fund. The value of the Fund's shares may go up or down, sometimes rapidly and unpredictably. Market conditions, financial conditions of issuers represented in the Fund's portfolio, investment strategies, portfolio management, and other factors affect the volatility of the Fund's shares. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.
Investment and Market Risk. An investment in the Fund is subject to investment risk, including the possible loss of the entire amount that you invest. Your investment in the common shares of beneficial interest, par value $0.001 per share (the "Common Shares") represents an indirect investment in the fixed income securities and other investments owned by the Fund, most of which could be purchased directly. The value of the Fund's portfolio securities may move up or down, sometimes rapidly and unpredictably. At any point in time, your Common Shares may be worth less than your original investment, even after taking into account the reinvestment of Fund dividends and distributions.
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Summary of information regarding the Fund (unaudited) (cont'd)
Fixed Income Securities Risk. In addition to the risks described elsewhere in this section with respect to valuations and liquidity, fixed income securities, including high-yield securities, are also subject to certain risks, including:
• Issuer Risk. The value of fixed income securities may decline for a number of reasons that directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer's goods and services.
• Interest Rate Risk. The market price of the Fund's investments will change in response to changes in interest rates and other factors. During periods of declining interest rates, the market price of fixed income securities generally rises. Conversely, during periods of rising interest rates, the market price of such securities generally declines. The magnitude of these fluctuations in the market price of fixed income securities is generally greater for securities with longer maturities. Fluctuations in the market price of the Fund's securities will not affect interest income derived from securities already owned by the Fund, but will be reflected in the Fund's net asset value. The Fund may utilize certain strategies, including investments in structured notes or interest rate swap or cap transactions, for the purpose of reducing the interest rate sensitivity of the portfolio and decreasing the Fund's exposure to interest rate risk, although there is no assurance that it will do so or that such strategies will be successful.
• Prepayment Risk. During periods of declining interest rates, the issuer of a security may exercise its option to prepay principal earlier than scheduled, forcing the Fund to reinvest the proceeds from such prepayment in lower yielding securities, which may result in a decline in the Fund's income and distributions to stockholders. This is known as prepayment or "call" risk. Debt securities frequently have call features that allow the issuer to redeem the security at dates prior to its stated maturity at a specified price (typically greater than par) only if certain prescribed conditions are met. An issuer may choose to redeem a debt security if, for example, the issuer can refinance the debt at a lower cost due to declining interest rates or an improvement in the credit standing of the issuer.
• Reinvestment Risk. Reinvestment risk is the risk that income from the Fund's portfolio will decline if and when the Fund invests the proceeds from matured, traded or called fixed income securities at market interest rates that are below the portfolio's current earnings rate. A decline in income could affect the Fund's Common Shares price or its overall return.
• Credit risk. If an issuer or guarantor of a security held by the Fund or a counterparty to a financial contract with the Fund defaults or its credit is downgraded, or is perceived to be less creditworthy, or if the value of the assets underlying a security declines, the value of your investment will typically decline. Changes in actual or perceived creditworthiness may occur quickly. The Fund could be delayed or hindered in its enforcement of rights against an issuer, guarantor or counterparty. Subordinated securities are more likely to suffer a credit
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loss than non-subordinated securities of the same issuer and will be disproportionately affected by a default, downgrade or perceived decline in creditworthiness.
Liquidity Risk. The Fund may invest in illiquid securities. Illiquid securities are securities that cannot be disposed of within seven days in the ordinary course of business at approximately the value at which the Fund has valued the securities. Liquidity risk exists when particular investments are difficult to sell. Securities may become illiquid after purchase by the Fund, particularly during periods of market turmoil. When the Fund holds illiquid investments, the portfolio may be harder to value, especially in changing markets, and if the Fund is forced to sell these investments in order to segregate assets or for other cash needs, the Fund may suffer a loss.
Below Investment Grade (High-Yield or Junk) Securities Risk. The Fund may invest in high-yield debt securities. High yield debt securities are generally subject to greater credit risks than higher-grade debt securities, including the risk of default on the payment of interest or principal. High yield debt securities are considered speculative, typically have lower liquidity and are more difficult to value than higher grade bonds. High yield debt securities tend to be volatile and more susceptible to adverse events, credit downgrades and negative sentiments and may be difficult to sell at a desired price, or at all, during periods of uncertainty or market turmoil.
Foreign Securities and Emerging Markets Risk. A fund that invests in foreign (non-U.S.) securities may experience more rapid and extreme changes in value than a fund that invests exclusively in securities of U.S. companies. The securities markets of many foreign countries are relatively small, with a limited number of companies representing a small number of industries. Investments in foreign securities (including those denominated in U.S. dollars) are subject to economic and political developments in the countries and regions where the issuers operate or are domiciled, or where the securities are traded, such as changes in economic or monetary policies. Values may also be affected by restrictions on receiving the investment proceeds from a foreign country. Less information may be publicly available about foreign companies than about U.S. companies. Foreign companies are generally not subject to the same accounting, auditing and financial reporting standards as are U.S. companies. In addition, the Fund's investments in foreign securities may be subject to the risk of nationalization or expropriation of assets, imposition of currency exchange controls or restrictions on the repatriation of foreign currency, confiscatory taxation, political or financial instability and adverse diplomatic developments. In addition, there may be difficulty in obtaining or enforcing a court judgment abroad. Dividends or interest on, or proceeds from the sale of, foreign securities may be subject to non-U.S. withholding taxes, and special U.S. tax considerations may apply.
The risks of foreign investment are greater for investments in emerging markets. The Fund considers a country to be an emerging market country if, at the time of investment, it is
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Summary of information regarding the Fund (unaudited) (cont'd)
represented in the J.P. Morgan Emerging Markets Bond Index Global or categorized by the World Bank in its annual categorization as middle or low-income. Emerging market countries typically have economic and political systems that are less fully developed, and that can be expected to be less stable, than those of more advanced countries. Low trading volumes may result in a lack of liquidity and in price volatility. Emerging market countries may have policies that restrict investment by foreigners, that require governmental approval prior to investments by foreign persons, or that prevent foreign investors from withdrawing their money at will. An investment in emerging market securities should be considered speculative.
Non-U.S. Government, or Sovereign, Debt Securities Risk. The Fund invests in non-U.S. government, or sovereign, debt securities. Non-U.S. government, or sovereign, debt securities involve many of the risks of foreign and emerging markets investments as well as the risk of debt moratorium, repudiation or renegotiation, and the Fund may be unable to enforce its rights against the issuers. Sovereign debt risk is increased for emerging market issuers.
Currency Risk. The value of investments in securities denominated in foreign currencies increases or decreases as the rates of exchange between those currencies and the U.S. dollar change. Currency conversion costs and currency fluctuations could erase investment gains or add to investment losses. Currency exchange rates can be volatile, and are affected by factors such as general economic conditions, the actions of the U.S. and foreign governments or central banks, the imposition of currency controls and speculation. The Fund may be unable or may choose not to hedge its foreign currency exposure.
U.S. Government Debt Securities Risk. Although the U.S. government guarantees principal and interest payments on securities issued by the U.S. government and some of its agencies, such as securities issued by the Government National Mortgage Association, this guarantee does not apply to losses resulting from declines in the market value of these securities.
Derivatives Risk. The Fund may utilize a variety of derivative instruments such as options, floors, caps and collars, futures contracts, forward contracts, options on futures contracts and indexed securities. Using derivatives can increase Fund losses and reduce opportunities for gains when market prices, interest rates, currencies, or the derivatives themselves behave in a way not anticipated by the Fund. Using derivatives also can have a leveraging effect and increase Fund volatility. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. Derivatives may not be available at the time or price desired, may be difficult to sell, unwind or value, and the counterparty may default on its obligations to the Fund. Derivatives are generally subject to the risks applicable to the assets, rates, indices or other indicators underlying the derivative. The value of a derivative may fluctuate more than the underlying assets, rates, indices or other indicators to which it
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relates. Use of derivatives may have different tax consequences for the Fund than an investment in the underlying security, and those differences may affect the amount, timing and character of income distributed to shareholders. The U.S. government and foreign governments are in the process of adopting and implementing regulations governing derivatives markets, including mandatory clearing of certain derivatives, margin and reporting requirements. The ultimate impact of the regulations remains unclear. Additional regulation of derivatives may make derivatives more costly, limit their availability or utility, otherwise adversely affect their performance or disrupt markets.
Credit default swap contracts involve heightened risks and may result in losses to the Fund. Credit default swaps may be illiquid and difficult to value. When the Fund sells credit protection via a credit default swap, credit risk increases since the Fund has exposure to both the issuer whose credit is the subject of the swap and the counterparty to the swap.
Effective August 19, 2022, the Fund began operating under Rule 18f-4 under the 1940 Act which, among other things, governs the use of derivative investments and certain financing transactions (e.g., reverse repurchase agreements) by registered investment companies. Among other things, Rule 18f-4 requires funds that invest in derivative instruments beyond a specified limited amount to apply a VaR based limit to their use of certain derivative instruments and financing transactions and to adopt and implement a derivatives risk management program. Compliance with Rule 18f-4 by the Fund could, among other things, make derivatives more costly, limit their availability or utility, or otherwise adversely affect their performance. Rule 18f-4 may limit the Fund's ability to use derivatives as part of its investment strategy.
Inflation/Deflation Risk. Inflation risk is the risk that the value of certain assets or income from the Fund's investments will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of the Fund's Common Shares and distributions on the Fund's Common Shares can decline. Deflation risk is the risk that prices throughout the economy decline over time-the opposite of inflation. Deflation may have an adverse effect on the creditworthiness of issuers and may make issuer defaults more likely, which may result in a decline in the value of the Fund's portfolio.
When-Issued and Delayed-Delivery Transactions Risk. The Fund may purchase fixed income securities on a when-issued basis, and may purchase or sell those securities for delayed delivery. When-issued and delayed-delivery transactions occur when securities are purchased or sold by the Fund with payment and delivery taking place in the future to secure an advantageous yield or price. Securities purchased on a when-issued or delayed-delivery basis may expose the Fund to counterparty risk of default as well as the risk that securities may experience fluctuations in value prior to their actual delivery. The Fund will not accrue income with respect to a when-issued or delayed-delivery security prior to its stated delivery date. Purchasing securities on a when-issued or delayed-delivery basis can
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Summary of information regarding the Fund (unaudited) (cont'd)
involve the additional risk that the price or yield available in the market when the delivery takes place may not be as favorable as that obtained in the transaction itself.
Market Events Risk. The market values of securities or other assets will fluctuate, sometimes sharply and unpredictably, due to factors such as economic events, governmental actions or intervention, actions taken by the U.S. Federal Reserve or foreign central banks, market disruptions caused by trade disputes, labor strikes or other factors, political developments, armed conflicts, economic sanctions and countermeasures in response to sanctions, major cybersecurity events, the global and domestic effects of widespread or local health, weather or climate events, and other factors that may or may not be related to the issuer of the security or other asset. Economies and financial markets throughout the world are increasingly interconnected. Economic, financial or political events, trading and tariff arrangements, public health events, terrorism, wars, natural disasters and other circumstances in one country or region could have profound impacts on global economies or markets. As a result, whether or not the fund invests in securities of issuers located in or with significant exposure to the countries or markets directly affected, the value and liquidity of the fund's investments may be negatively affected. Following Russia's invasion of Ukraine in 2022, Russian stocks lost all, or nearly all, of their market value. Other securities or markets could be similarly affected by past or future geopolitical or other events or conditions. Furthermore, events involving limited liquidity, defaults, non-performance or other adverse developments that affect one industry, such as the financial services industry, or concerns or rumors about any events of these kinds, have in the past and may in the future lead to market-wide liquidity problems, may spread to other industries, and could negatively affect the value and liquidity of the fund's investments.
The long-term impact of the COVID-19 pandemic and its subsequent variants on economies, markets, industries and individual issuers is not known. Some sectors of the economy and individual issuers have experienced or may experience particularly large losses. Periods of extreme volatility in the financial markets, reduced liquidity of many instruments, increased government debt, inflation, and disruptions to supply chains, consumer demand and employee availability, may continue for some time. The U.S. government and the Federal Reserve, as well as certain foreign governments and central banks, took extraordinary actions to support local and global economies and the financial markets in response to the COVID-19 pandemic. This and other government intervention into the economy and financial markets may not work as intended, and have resulted in a large expansion of government deficits and debt, the long term consequences of which are not known. In addition, the COVID-19 pandemic, and measures taken to mitigate its effects, could result in disruptions to the services provided to the fund by its service providers.
Raising the ceiling on U.S. government debt has become increasingly politicized. Any failure to increase the total amount that the U.S. government is authorized to borrow could lead to
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a default on U.S. government obligations, with unpredictable consequences for economies and markets in the U.S. and elsewhere. Recently, inflation and interest rates have increased and may rise further. These circumstances could adversely affect the value and liquidity of the fund's investments, impair the fund's ability to satisfy redemption requests, and negatively impact the fund's performance.
The United States and other countries are periodically involved in disputes over trade and other matters, which may result in tariffs, investment restrictions and adverse impacts on affected companies and securities. For example, the United States has imposed tariffs and other trade barriers on Chinese exports, has restricted sales of certain categories of goods to China, and has established barriers to investments in China. Trade disputes may adversely affect the economies of the United States and its trading partners, as well as companies directly or indirectly affected and financial markets generally. The United States government has prohibited U.S. persons from investing in Chinese companies designated as related to the Chinese military. These and possible future restrictions could limit the fund's opportunities for investment and require the sale of securities at a loss or make them illiquid. Moreover, the Chinese government is involved in a longstanding dispute with Taiwan that has included threats of invasion. If the political climate between the United States and China does not improve or continues to deteriorate, if China were to attempt unification of Taiwan by force, or if other geopolitical conflicts develop or get worse, economies, markets and individual securities may be severely affected both regionally and globally, and the value of the fund's assets may go down.
Credit Crisis Liquidity and Volatility Risk. The markets for credit instruments, including fixed income securities, have experienced periods of extreme illiquidity and volatility. General market uncertainty and consequent repricing risk have led to market imbalances of sellers and buyers, which in turn have also resulted in significant valuation uncertainties in a variety of debt securities, including certain fixed income securities. These conditions resulted, and in many cases continue to result in greater volatility, less liquidity, widening credit spreads and a lack of price transparency, with many debt securities remaining illiquid and of uncertain value. During times of reduced market liquidity, the Fund may not be able to sell securities readily at prices reflecting the values at which the securities are carried on the Fund's books. Sales of large blocks of securities by market participants, such as the Fund, that are seeking liquidity can further reduce security prices in an illiquid market. These market conditions may make valuation of some of the Fund's securities uncertain and/or result in sudden and significant valuation increases or decreases in its holdings. Illiquidity and volatility in the credit markets may directly and adversely affect the setting of dividend rates on the Common Shares.
Portfolio Turnover Risk. Changes to the investments of the Fund may be made regardless of the length of time particular investments have been held. A high portfolio turnover rate may
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Summary of information regarding the Fund (unaudited) (cont'd)
result in increased transaction costs for the Fund in the form of increased dealer spreads and other transactional costs, which may have an adverse impact on the Fund's performance. In addition, high portfolio turnover may result in the realization of net short-term capital gains by the Fund which, when distributed to stockholders, will be taxable as ordinary income. A high portfolio turnover may increase the Fund's current and accumulated earnings and profits, resulting in a greater portion of the Fund's distributions being treated as a dividend to the Fund's stockholders. The portfolio turnover rate of the Fund will vary from year to year, as well as within a given year.
Temporary Defensive Strategies Risk. When Western Asset anticipates unusual market or other conditions, the Fund may temporarily depart from its principal investment strategies as a defensive measure and invest all or a portion of its assets in obligations of the U.S. government, its agencies or instrumentalities; other investment grade debt securities; investment grade commercial paper; certificates of deposit and bankers' acceptances; repurchase agreements with respect to any of the foregoing investments or any other fixed income securities that Western Asset considers consistent with this strategy. To the extent that the Fund invests defensively, it may not achieve its investment objectives.
Market Price Discount from Net Asset Value Risk. Shares of closed-end investment companies frequently trade at a discount from their net asset value. This risk is separate and distinct from the risk that the Fund's net asset value could decrease as a result of its investment activities and may be a greater risk to investors expecting to sell their Common Shares in a relatively short period. Whether investors will realize gains or losses upon the sale of Common Shares will depend not upon the Fund's net asset value but upon whether the market price of Common Shares at the time of sale is above or below the investor's purchase price for Common Shares. Because the market price of Common Shares will be determined by factors such as relative supply of and demand for Common Shares in the market, general market and economic conditions and other factors beyond the control of the Fund, the Fund cannot predict whether the Common Shares will trade at, above or below net asset value. The Common Shares are designed primarily for long-term investors and you should not view the Fund as a vehicle for trading purposes.
Anti-Takeover Provisions Risk. The Fund's Charter and Bylaws include provisions that are designed to limit the ability of other entities or persons to acquire control of the Fund for short-term objectives, including by converting the Fund to open-end status or changing the composition of the Board, that may be detrimental to the Fund's ability to achieve its primary investment objective of seeking high current income. The Fund's Bylaws also contains a provision providing that the Fund is subject to the provisions of the Maryland Control Share Acquisition Act. There can be no assurance, however, that such provisions will be sufficient to deter professional arbitrageurs that seek to cause the Fund to take actions that may not be consistent with its investment objective or aligned with the
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interests of long-term shareholders, such as liquidating debt investments prior to maturity, triggering taxable events for shareholders and decreasing the size of the Fund. Such provisions may limit the ability of shareholders to sell their shares at a premium over prevailing market prices by discouraging a third party from seeking to obtain control of the Fund. There can be no assurance, however, that such provisions will be sufficient to deter activist investors that seek to cause the Fund to take actions that may not be aligned with the interests of long-term shareholders.
Potential Conflicts of Interest Risk. LMPFA, Western Asset, Western Asset Management Company Limited ("Western Asset Limited" and together with LMPFA and Western Asset, the "Managers") and the Fund's investment professionals have interests which may conflict with the interests of the Fund. In particular, the Managers also manage other closed-end funds listed on the NYSE that have investment objectives and investment strategies that are substantially similar to the Fund. Further, the Managers may at some time in the future manage and/or advise other investment funds or accounts with the same investment objective and strategies as the Fund. As a result, the Managers and the Fund's investment professionals may devote unequal time and attention to the management of the Fund and those other funds and accounts, and may not be able to formulate as complete a strategy or identify equally attractive investment opportunities as might be the case if they were to devote substantially more attention to the management of the Fund. The Managers and the Fund's investment professionals may identify a limited investment opportunity that may be suitable for multiple funds and accounts, and the opportunity may be allocated among these several funds and accounts, which may limit the Fund's ability to take full advantage of the investment opportunity. Additionally, transaction orders may be aggregated for multiple accounts for purpose of execution, which may cause the price or brokerage costs to be less favorable to the Fund than if similar transactions were not being executed concurrently for other accounts. At times, an investment professional may determine that an investment opportunity may be appropriate for only some accounts for which he or she exercises investment responsibility, or may decide that certain accounts should take differing positions with respect to a particular security. In these cases, the investment professional may place separate transactions for one or more funds or accounts which may affect the market price of the security or the execution of the transaction, or both, to the detriment or benefit of one or more other funds and accounts. For example, an investment professional may determine that it would be in the interest of another account to sell a security that the Fund holds, potentially resulting in a decrease in the market value of the security held by the Fund.
Operational Risk. The valuation of the Fund's investments may be negatively impacted because of the operational risks arising from factors such as processing errors and human errors, inadequate or failed internal or external processes, failures in systems and technology, changes in personnel, and errors caused by third party service providers or
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Summary of information regarding the Fund (unaudited) (cont'd)
trading counterparties. It is not possible to identify all of the operational risks that may affect the Fund or to develop processes and controls that completely eliminate or mitigate the occurrence of such failures. The Fund and its shareholders could be negatively impacted as a result.
Cybersecurity Risk. Like other funds and business enterprises, the fund, the manager, the subadvisers, Authorized Participants, the relevant listing exchange and their service providers are subject to the risk of cyber incidents occurring from time to time. Cybersecurity incidents, whether intentionally caused by third parties or otherwise, may allow an unauthorized party to gain access to fund assets, fund or customer data (including private shareholder information) or proprietary information, cause the fund, the manager, the subadvisers, Authorized Participants, the relevant listing exchange and/or their service providers (including, but not limited to, fund accountants, custodians, sub-custodians, transfer agents and financial intermediaries) to suffer data breaches, data corruption or loss of operational functionality, or prevent fund investors from purchasing, redeeming or exchanging shares, receiving distributions or receiving timely information regarding the fund or their investment in the fund. The fund, the manager, and the subadvisers have limited ability to prevent or mitigate cybersecurity incidents affecting third party service providers, and such third party service providers may have limited indemnification obligations to the fund, the manager, and/or the subadvisers. Cybersecurity incidents may result in financial losses to the fund and its shareholders, and substantial costs may be incurred in order to prevent or mitigate any future cybersecurity incidents. Issuers of securities in which the fund invests are also subject to cybersecurity risks, and the value of these securities could decline if the issuers experience cybersecurity incidents.
New ways to carry out cyber attacks continue to develop. There is a chance that some risks have not been identified or prepared for, or that an attack may not be detected, which puts limitations on the fund's ability to plan for or respond to a cyber attack.
More Information
For a complete list of the Fund's fundamental investment restrictions and more detailed descriptions of the Fund's investment policies, strategies and risks, see the Fund's registration statement on Form N-14 that was declared effective by the SEC on May 24, 2016. The Fund's fundamental investment restrictions may not be changed without the approval of the holders of a majority of the outstanding voting securities, as defined in the 1940 Act.
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Dividend reinvestment plan (unaudited)
Unless you elect to receive distributions in cash (i.e., opt-out), all dividends, including any capital gain dividends and return of capital distributions, on your Common Stock will be automatically reinvested by Computershare Trust Company, N.A., as agent for the stock- holders (the "Plan Agent"), in additional shares of Common Stock under the Fund's Dividend Reinvestment Plan (the "Plan"). You may elect not to participate in the Plan by contacting the Plan Agent. If you do not participate, you will receive all cash distributions paid by check mailed directly to you by Computershare Trust Company, N.A., as dividend paying agent.
If you participate in the Plan, the number of shares of Common Stock you will receive will be determined as follows:
(1) If the market price of the Common Stock (plus $0.03 per share commission) on the payment date (or, if the payment date is not a NYSE trading day, the immediately preceding trading day) is equal to or exceeds the net asset value per share of the Common Stock at the close of trading on the NYSE on the payment date, the Fund will issue new Common Stock at a price equal to the greater of (a) the net asset value per share at the close of trading on the NYSE on the payment date or (b) 95% of the market price per share of the Common Stock on the payment date.
(2) If the net asset value per share of the Common Stock exceeds the market price of the Common Stock (plus $0.03 per share commission) at the close of trading on the NYSE on the payment date, the Plan Agent will receive the dividend or distribution in cash and will buy Common Stock in the open market, on the NYSE or elsewhere, for your account as soon as practicable commencing on the trading day following the payment date and terminating no later than the earlier of (a) 30 days after the dividend or distribution payment date, or (b) the payment date for the next succeeding dividend or distribution to be made to the stockholders; except when necessary to comply with applicable provisions of the federal securities laws. If during this period: (i) the market price (plus $0.03 per share commission) rises so that it equals or exceeds the net asset value per share of the Common Stock at the close of trading on the NYSE on the payment date before the Plan Agent has completed the open market purchases or (ii) if the Plan Agent is unable to invest the full amount eligible to be reinvested in open market purchases, the Plan Agent will cease purchasing Common Stock in the open market and the Fund shall issue the remaining Common Stock at a price per share equal to the greater of (a) the net asset value per share at the close of trading on the NYSE on the day prior to the issuance of shares for reinvestment or (b) 95% of the then current market price per share.
Common Stock in your account will be held by the Plan Agent in non-certificated form. Any proxy you receive will include all shares of Common Stock you have received under the Plan. You may withdraw from the Plan (i.e., opt-out) by notifying the Plan Agent in writing at P.O. Box 43006, Providence, RI 02940-3078 or by calling the Plan Agent at 1-888-888-0151. Such withdrawal will be effective immediately if notice is received by the Plan Agent not less than ten business days prior to any dividend or distribution record date; otherwise such
Western Asset High Income Opportunity Fund Inc.
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Dividend reinvestment plan (unaudited) (cont'd)
withdrawal will be effective as soon as practicable after the Plan Agent's investment of the most recently declared dividend or distribution on the Common Stock.
Plan participants who sell their shares will be charged a service charge (currently $5.00 per transaction) and the Plan Agent is authorized to deduct brokerage charges actually incurred from the proceeds (currently $0.05 per share commission). There is no service charge for reinvestment of your dividends or distributions in Common Stock. However, all participants will pay a pro rata share of brokerage commissions incurred by the Plan Agent when it makes open market purchases. Because all dividends and distributions will be automatically reinvested in additional shares of Common Stock, this allows you to add to your investment through dollar cost averaging, which may lower the average cost of your Common Stock over time. Dollar cost averaging is a technique for lowering the average cost per share over time if the Fund's net asset value declines. While dollar cost averaging has definite advantages, it cannot assure profit or protect against loss in declining markets.
Automatically reinvesting dividends and distributions does not mean that you do not have to pay income taxes due upon receiving dividends and distributions. Investors will be subject to income tax on amounts reinvested under the Plan.
The Fund reserves the right to amend or terminate the Plan if, in the judgment of the Board of Directors, the change is warranted. The Plan may be terminated, amended or supplemented by the Fund upon notice in writing mailed to stockholders at least 30 days prior to the record date for the payment of any dividend or distribution by the Fund for which the termination or amendment is to be effective. Upon any termination, you will be sent cash for any fractional share of Common Stock in your account. You may elect to notify the Plan Agent in advance of such termination to have the Plan Agent sell part or all of your Common Stock on your behalf. Additional information about the Plan and your account may be obtained from the Plan Agent at P.O. Box 43006, Providence, RI 02940-3078 or by calling the Plan Agent at 1-888-888-0151.
72
Western Asset High Income Opportunity Fund Inc.
Important tax information (unaudited)
By mid-February, tax information related to a shareholder's proportionate share of distributions paid during the preceding calendar year will be received, if applicable. Please also refer to www.franklintempleton.com for per share tax information related to any distributions paid during the preceding calendar year. Shareholders are advised to consult with their tax advisors for further information on the treatment of these amounts on their tax returns.
The following tax information for the Fund is required to be furnished to shareholders with respect to income earned and distributions paid during its fiscal year.
The Fund hereby reports the following amounts, or if subsequently determined to be different, the maximum allowable amounts, for the fiscal year ended September 30, 2024:
Pursuant to:
Amount Reported
Qualified Net Interest Income (QII)
§871(k)(1)(C)
$16,826,123
Section 163(j) Interest Earned
§163(j)
$34,507,234
Interest Earned from Federal Obligations
Note (1)
$42,364
Note (1) - The law varies in each state as to whether and what percentage of dividend income attributable to Federal obligations is exempt from state income tax. Shareholders are advised to consult with their tax advisors to determine if any portion of the dividends received is exempt from state income taxes.
Western Asset High Income Opportunity Fund Inc.
73
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Western Asset
High Income Opportunity Fund Inc.
Directors
Robert D. Agdern
Carol L. Colman
Daniel P. Cronin
Paolo M. Cucchi
Anthony Grillo*
Eileen A. Kamerick**
Chairman
Nisha Kumar
Peter Mason*
Hillary A. Sale*
Jane Trust
Officers
Jane Trust
President and Chief Executive
Officer
Christopher Berarducci
Treasurer and Principal Financial
Officer
Fred Jensen
Chief Compliance Officer
Marc A. De Oliveira
Secretary and Chief Legal Officer
Thomas C. Mandia
Senior Vice President
Jeanne M. Kelly
Senior Vice President
Western Asset High Income Opportunity Fund Inc.
620 Eighth Avenue
47th Floor
New York, NY 10018
Investment manager
Franklin Templeton Fund Adviser, LLC***
Subadvisers
Western Asset Management Company, LLC
Western Asset Management Company Limited
Custodian
The Bank of New York Mellon
Transfer agent
Computershare Inc.
P.O. Box 43006
Providence, RI 02940-3078
Independent registered 
public accounting firm
PricewaterhouseCoopers LLP
Baltimore, MD
Legal counsel
Simpson Thacher & Bartlett LLP
900 G Street NW
Washington, DC 20001
New York Stock
Exchange Symbol
HIO
*
Effective November 15, 2024, Ms. Sale and Messrs. Grillo and Mason became Directors of the Fund.
**
Effective November 15, 2024, Ms. Kamerick became Chairman of the Board.
***
Formerly known as Legg Mason Partners Fund Advisor, LLC.
Franklin Templeton Funds Privacy and Security Notice


Your Privacy and the Security of Your Personal Information is Very Important to Us
This Privacy and Security Notice (the "Privacy Notice") addresses the Funds' privacy and data protection practices with respect to nonpublic personal information the Fund receives. The Legg Mason Funds include the Western Asset Money Market Funds (Funds) sold by the Funds' distributor, Franklin Distributors, LLC, as well as Legg Mason-sponsored closed-end funds. The provisions of this Privacy Notice apply to your information both while you are a shareholder and after you are no longer invested with the Funds.
The Type of Nonpublic Personal Information the Funds Collect About You
The Funds collect and maintain nonpublic personal information about you in connection with your shareholder account. Such information may include, but is not limited to:
Personal information included on applications or other forms;
Account balances, transactions, and mutual fund holdings and positions;
Bank account information, legal documents, and identity verification documentation; and
Online account access user IDs, passwords, security challenge question responses.
How the Funds Use Nonpublic Personal Information About You
The Funds do not sell or share your nonpublic personal information with third parties or with affiliates for their marketing purposes, unless you have authorized the Funds to do so. The Funds do not disclose any nonpublic personal information about you except as may be required to perform transactions or services you have authorized or as permitted or required by law. The Funds may disclose information about you to:
Employees, agents, and affiliates on a "need to know" basis to enable the Funds to conduct
ordinary business or to comply with obligations to government regulators;
Service providers, including the Funds' affiliates, who assist the Funds as part of the
ordinary course of business (such as printing, mailing services, or processing or servicing
your account with us) or otherwise perform services on the Funds' behalf, including
companies that may perform statistical analysis, market research and marketing services
solely for the Funds;
Permit access to transfer, whether in the United States or countries outside of the United States to such Funds' employees, agents and affiliates and service providers as required to enable the Funds to conduct ordinary business, or to comply with obligations to government regulators;
The Funds' representatives such as legal counsel, accountants and auditors to enable the
Funds to conduct ordinary business, or to comply with obligations to government regulators;
Fiduciaries or representatives acting on your behalf, such as an IRA custodian or trustee of a
grantor trust.
NOT PART OF THE ANNUAL REPORT
Franklin Templeton Funds Privacy and Security Notice  (cont'd)
Except as otherwise permitted by applicable law, companies acting on the Funds' behalf, including those outside the United States, are contractually obligated to keep nonpublic personal information the Funds provide to them confidential and to use the information the Funds share only to provide the services the Funds ask them to perform.
The Funds may disclose nonpublic personal information about you when necessary to enforce their rights or protect against fraud, or as permitted or required by applicable law, such as in connection with a law enforcement or regulatory request, subpoena, or similar legal process. In the event of a corporate action or in the event a Fund service provider changes, the Funds may be required to disclose your nonpublic personal information to third parties. While it is the Funds' practice to obtain protections for disclosed information in these types of transactions, the Funds cannot guarantee their privacy policy will remain unchanged.
Keeping You Informed of the Funds' Privacy and Security Practices
The Funds will notify you annually of their privacy policy as required by federal law. While the Funds reserve the right to modify this policy at any time, they will notify you promptly if this privacy policy changes.
The Funds' Security Practices
The Funds maintain appropriate physical, electronic and procedural safeguards designed to guard your nonpublic personal information. The Funds' internal data security policies restrict access to your nonpublic personal information to authorized employees, who may use your nonpublic personal information for Fund business purposes only.
Although the Funds strive to protect your nonpublic personal information, they cannot ensure or warrant the security of any information you provide or transmit to them, and you do so at your own risk. In the event of a breach of the confidentiality or security of your nonpublic personal information, the Funds will attempt to notify you as necessary so you can take appropriate protective steps. If you have consented to the Funds using electronic communications or electronic delivery of statements, they may notify you under such circumstances using the most current email address you have on record with them.
In order for the Funds to provide effective service to you, keeping your account information accurate is very important. If you believe that your account information is incomplete, not accurate or not current, if you have questions about the Funds' privacy practices, or our use of your nonpublic personal information, write the Funds using the contact information on your account statements, email the Funds by clicking on the Contact Us section of the Funds' website at www.franklintempleton.com, or contact the Funds at 1-877-721-1926 for the Western Asset Money Market Funds or 1-888-777-0102 for the Legg Mason-sponsored closed-end funds. For additional information related to certain state privacy rights, please visit https://www.franklintempleton.com/help/privacy-policy.
Revised December 2023.
NOT PART OF THE ANNUAL REPORT
Western Asset High Income Opportunity Fund Inc.
Western Asset High Income Opportunity Fund Inc.
620 Eighth Avenue
47th Floor
New York, NY 10018
Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that from time to time the Fund may purchase, at market prices, shares of its stock.
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission ("SEC") for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund's Forms N-PORT are available on the SEC's website at www.sec.gov. To obtain information on Form N-PORT, shareholders can call the Fund at 1-888-777-0102.
Information on how the Fund voted proxies relating to portfolio securities during the prior 12-month period ended June 30th of each year and a description of the policies and procedures that the Fund uses to determine how to vote proxies related to portfolio transactions are available (1) without charge, upon request, by calling 1-888-777-0102, (2) at www.franklintempleton.com and (3) on the SEC's website at www.sec.gov.
Quarterly performance, semi-annual and annual reports, current net asset value and other information regarding the Fund may be found on Franklin Templeton's website, which can be accessed at www.franklintempleton.com. Any reference to Franklin Templeton's website in this report is intended to allow investors public access to information regarding the Fund and does not, and is not intended to, incorporate Franklin Templeton's website in this report.
This report is transmitted to the shareholders of Western Asset High Income Opportunity Fund Inc. for their information. This is not a prospectus, circular or representation intended for use in the purchase of shares of the Fund or any securities mentioned in this report.
Computershare Inc.
P.O. Box 43006
Providence, RI 02940-3078
WASX010408 11/24 
ITEM 2. CODE OF ETHICS.

The registrant has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

The Board of Directors of theregistrant has determined that Eileen A. Kamerick and Nisha Kumar, are the members of the Board's Audit Committee, possesses the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as an "audit committee financial experts".

Item 4. Principal Accountant Fees and Services.

(a) Audit Fees. The aggregate fees billed in the previous fiscal years ending September 30, 2023 and September 30, 2024 (the "Reporting Periods") for professional services rendered by the Registrant's principal accountant (the "Auditor") for the audit of the Registrant's annual financial statements, or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $49,566 in September 30, 2023 and $52,540 in September 30, 2024.

(b) Audit-Related Fees. The aggregate fees billed in the Reporting Period for assurance and related services by the Auditor that are reasonably related to the performance of the Registrant's financial statements were $0 in September 30, 2023 and $0 in September 30, 2024.

(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice and tax planning ("Tax Services") were $10,000 in September 30, 2023 and $10,000 in September 30, 2024. These services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments, and (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held.

There were no fees billed for tax services by the Auditors to service affiliates during the Reporting Periods that required pre-approval by the Audit Committee.

(d) All Other Fees. The aggregate fees for other fees billed in the Reporting Periods for products and services provided by the Auditor, other than the services reported in paragraphs (a) through (c) of this Item for the Western Asset High Income Opportunity Fund Inc. were $0 in September 30, 2023 and $0 in September 30, 2024.

All Other Fees. There were no other non-audit services rendered by the Auditor to Franklin Templeton Fund Adviser, LLC ("FTFA"), and any entity controlling, controlled by or under common control with FTFA that provided ongoing services to Western Asset High Income Opportunity Fund Inc. requiring pre-approval by the Audit Committee in the Reporting Period.

(e) Audit Committee's pre-approval policies and procedures described in paragraph (c) (7) of Rule 2-01 of Regulation S-X.

(1) The Charter for the Audit Committee (the "Committee") of the Board of each registered investment company (the "Fund") advised by FTFA or one of their affiliates (each, an "Adviser") requires that the Committee shall approve (a) all audit and permissible non-audit services to be provided to the Fund and (b) all permissible non-audit services to be provided by the Fund's independent auditors to the Adviser and any Covered Service Providers if the engagement relates directly to the operations and financial reporting of the Fund. The Committee may implement policies and procedures by which such services are approved other than by the full Committee.

The Committee shall not approve non-audit services that the Committee believes may impair the independence of the auditors. As of the date of the approval of this Audit Committee Charter, permissible non-audit services include any professional services (including tax services), that are not prohibited services as described below, provided to the Fund by the independent auditors, other than those provided to the Fund in connection with an audit or a review of the financial statements of the Fund. Permissible non-audit services may not include: (i) bookkeeping or other services related to the accounting records or financial statements of the Fund; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible.

Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to the Fund, the Adviser and any service providers controlling, controlled by or under common control with the Adviser that provide ongoing services to the Fund ("Covered Service Providers") constitutes not more than 5% of the total amount of revenues paid to the independent auditors during the fiscal year in which the permissible non-audit services are provided to (a) the Fund, (b) the Adviser and (c) any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Fund during the fiscal year in which the services are provided that would have to be approved by the Committee; (ii) the permissible non-audit services were not recognized by the Fund at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Committee and approved by the Committee (or its delegate(s)) prior to the completion of the audit.

(2) None of the services described in paragraphs (b) through (d) of this Item were performed in reliance on paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) Not applicable.

(g) Non-audit fees billed by the Auditor for services rendered to Western Asset High Income Opportunity Fund Inc., FTFA and any entity controlling, controlled by, or under common control with FTFA that provides ongoing services to Western Asset High Income Opportunity Fund Inc. during the reporting period were $342,635 in September 30, 2023 and $334,889 in September 30, 2024.

(h) Yes. Western Asset High Income Opportunity Fund Inc.'s Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates, which were not pre-approved (not requiring pre-approval), is compatible with maintaining the Accountant's independence. All services provided by the Auditor to the Western Asset High Income Opportunity Fund Inc. or to Service Affiliates, which were required to be pre-approved, were pre-approved as required.

(i) Not applicable.

(j) Not applicable.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

a) Registrant has a separately-designated standing Audit Committee established in accordance with Section 3(a)58(A) of the Exchange Act. The Audit Committee consists of the following Board members:

Robert D. Agdern

Carol L. Colman

Daniel P. Cronin

Paolo M. Cucchi

Eileen A. Kamerick

Nisha Kumar

b) Not applicable

ITEM 6. SCHEDULE OF INVESTMENTS.

Included herein under Item 1.

ITEM 7. FINANCIAL STATEMENTS AND FINANCIAL HIGLIGHTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 9. PROXY DISCLOSURES FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 10. REMUNERATION PAID TO DIRECTORS, OFFICERS, AND OTHERS OF OPEN-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 11. STATEMENT REGARDING BASIS FOR APPROVAL OF INVESTMENT ADVISORY CONTRACT.

The information is disclosed as part of the Financial Statements included in Item 1 of this Form N-CSR, as applicable.

ITEM 12. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Western Asset Management Company, LLC

Proxy Voting Policies and Procedures

NOTE

The policy below relating to proxy voting and corporate actions is a global policy for Western Asset Management Company, LLC ("Western Asset" or the "Firm") and all Western Asset affiliates, including Western Asset Management Company Limited ("Western Asset Limited"), Western Asset Management Company Ltd ("Western Asset Japan") and Western Asset Management Company Pte. Ltd. ("Western Asset Singapore"), as applicable. As compliance with the policy is monitored by Western Asset, the policy has been adopted from the US Compliance Manual and all defined terms are those defined in the US Compliance Manual rather than the compliance manual of any other Western Asset affiliate.

BACKGROUND

An investment adviser is required to adopt and implement policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with fiduciary duties and Rule 206(4)-6 under the Investment Advisers Act of 1940 ("Advisers Act"). The authority to vote the proxies of our clients is established through investment management agreements or comparable documents. In addition to SEC requirements governing advisers, long-standing fiduciary standards and responsibilities have been established for ERISA accounts. Unless a manager of ERISA assets has been expressly precluded from voting proxies, the Department of Labor has determined that the responsibility for these votes lies with the investment manager.

POLICY

As a fixed income only manager, the occasion to vote proxies is very rare. However, the Firm has adopted and implemented policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with our fiduciary duties and Rule 206(4)-6 under the Advisers Act. In addition to SEC requirements governing advisers, our proxy voting policies reflect the long-standing fiduciary standards and responsibilities for ERISA accounts. Unless a manager of ERISA assets has been expressly precluded from voting proxies, the Department of Labor has determined that the responsibility for these votes lies with the investment manager.

While the guidelines included in the procedures are intended to provide a benchmark for voting standards, each vote is ultimately cast on a case-by-case basis, taking into consideration the Firm's contractual obligations to our clients and all other relevant facts and circumstances at the time of the vote (such that these guidelines may be overridden to the extent the Firm deems appropriate).

In exercising its voting authority, Western Asset will not consult or enter into agreements with officers, directors or employees of Franklin Resources (Franklin Resources includes Franklin Resources, Inc. and organizations operating as Franklin Resources) or any of its affiliates (other than Western Asset affiliated companies) regarding the voting of any securities owned by its clients.

PROCEDURES

Responsibility and Oversight

The Regulatory Affairs Group is responsible for administering and overseeing the proxy voting process. The gathering of proxies is coordinated through the Corporate Actions area of Investment Operations Group ("Corporate Actions"). Research analysts and portfolio managers are responsible for determining appropriate voting positions on each proxy utilizing any applicable guidelines contained in these procedures.

Client Authority

The Investment Management Agreement for each client is reviewed at account start-up for proxy voting instructions. If an agreement is silent on proxy voting, but contains an overall delegation of discretionary authority or if the account represents assets of an ERISA plan, Western Asset will assume responsibility for proxy voting. The Regulatory Affairs Group maintains a matrix of proxy voting authority.

Proxy Gathering

Registered owners of record, client custodians, client banks and trustees ("Proxy Recipients") that receive proxy materials on behalf of clients should forward them to Corporate Actions. Proxy Recipients for new clients (or, if Western Asset becomes aware that the applicable Proxy Recipient for an existing client has changed, the Proxy Recipient for the existing client) are notified at start-up of appropriate routing to Corporate Actions of proxy materials received and reminded of their responsibility to forward all proxy materials on a timely basis. If Western Asset personnel other than Corporate Actions receive proxy materials, they should promptly forward the materials to Corporate Actions.

Proxy Voting

Once proxy materials are received by Corporate Actions, they are forwarded to the Regulatory Affairs Group for coordination and the following actions:

Proxies are reviewed to determine accounts impacted.

Impacted accounts are checked to confirm Western Asset voting authority.

The Regulatory Affairs Group reviews proxy issues to determine any material conflicts of interest. (See Conflicts of Interest section of these procedures for further information on determining material conflicts of interest.)

If a material conflict of interest exists, (i) to the extent reasonably practicable and permitted by applicable law, the client is promptly notified, the conflict is disclosed and Western Asset obtains the client's proxy voting instructions, and (ii) to the extent that it is not reasonably practicable or permitted by applicable law to notify the client and obtain such instructions (e.g., the client is a mutual fund or other commingled vehicle or is an ERISA plan client), Western Asset seeks voting instructions from an independent third party.

The Regulatory Affairs Group provides proxy material to the appropriate research analyst or portfolio manager to obtain their recommended vote. Research analysts and portfolio managers determine votes on a case-by-case basis taking into account the voting guidelines contained in these procedures. For avoidance of doubt, depending on the best interest of each individual client, Western Asset may vote the same proxy differently for different clients. The analyst's or portfolio manager's basis for their decision is documented and maintained by the Regulatory Affairs Group.

Portfolio Compliance Group votes the proxy pursuant to the instructions received in (d) or (e) and returns the voted proxy as indicated in the proxy materials.

Timing

Western Asset's Legal and Compliance Department personnel act in such a manner to ensure that, absent special circumstances, the proxy gathering and proxy voting steps noted above can be completed before the applicable deadline for returning proxy votes.

Recordkeeping

Western Asset maintains records of proxies voted pursuant to Rule 204-2 of the Advisers Act and ERISA DOL Bulletin 94-2. These records include:

A copy of Western Asset's proxy voting policies and procedures.

Copies of proxy statements received with respect to securities in client accounts.

A copy of any document created by Western Asset that was material to making a decision how to vote proxies.

Each written client request for proxy voting records and Western Asset's written response to both verbal and written client requests.

A proxy log including:

1. Issuer name;
2. Exchange ticker symbol of the issuer's shares to be voted;
3. Committee on Uniform Securities Identification Procedures ("CUSIP") number for the shares to be voted;
4. A brief identification of the matter voted on;
5. Whether the matter was proposed by the issuer or by a shareholder of the issuer;
6. Whether a vote was cast on the matter;
7. A record of how the vote was cast; and
8. Whether the vote was cast for or against the recommendation of the issuer's management team.

Records are maintained in an easily accessible place for a period of not less than five (5) years with the first two (2) years in Western Asset's offices.

Disclosure

Western Asset's proxy policies and procedures are described in the Firm's Form ADV Part 2A. Clients are provided with a copy of these policies and procedures upon request. In addition, clients may receive reports on how their proxies have been voted, upon request.

Conflicts of Interest

All proxies are reviewed by the Regulatory Affairs Group for material conflicts of interest. Issues to be reviewed include, but are not limited to:

1. Whether Western Asset (or, to the extent required to be considered by applicable law, its affiliates) manages assets for the company or an employee group of the company or otherwise has an interest in the company;
2. Whether Western Asset or an officer or director of Western Asset or the applicable portfolio manager or analyst responsible for recommending the proxy vote (together, "Voting Persons") is a close relative of or has a personal or business relationship with an executive, director or person who is a candidate for director of the company or is a participant in a proxy contest; and
3. Whether there is any other business or personal relationship where a Voting Person has a personal interest in the outcome of the matter before shareholders.

Voting Guidelines

Western Asset's substantive voting decisions are based on the particular facts and circumstances of each proxy vote and are evaluated by the designated research analyst or portfolio manager. The examples outlined below are meant as guidelines to aid in the decision making process.

Situations can arise in which more than one Western Asset client invests in instruments of the same issuer or in which a single client may invest in instruments of the same issuer but in multiple accounts or strategies. Multiple clients or the same client in multiple accounts or strategies may have different investment objectives, investment styles, or investment professionals involved in making decisions. While there may be differences, votes are always cast in the best interests of the client and the investment objectives agreed with Western Asset. As a result, there may be circumstances where Western Asset casts different votes on behalf of different clients or on behalf of the same client with multiple accounts or strategies.

Guidelines are grouped according to the types of proposals generally presented to shareholders. Part I deals with proposals which have been approved and are recommended by a company's board of directors; Part II deals with proposals submitted by shareholders for inclusion in proxy statements; Part III addresses issues relating to voting shares of investment companies; and Part IV addresses unique considerations pertaining to foreign issuers.

I. Board Approved Proposals

The vast majority of matters presented to shareholders for a vote involve proposals made by a company itself that have been approved and recommended by its board of directors. In view of the enhanced corporate governance practices currently being implemented in public companies, Western Asset generally votes in support of decisions reached by independent boards of directors. More specific guidelines related to certain board-approved proposals are as follows:

1. Matters relating to the Board of Directors

Western Asset votes proxies for the election of the company's nominees for directors and for board-approved proposals on other matters relating to the board of directors with the following exceptions:

a. Votes are withheld for the entire board of directors if the board does not have a majority of independent directors or the board does not have nominating, audit and compensation committees composed solely of independent directors.
b. Votes are withheld for any nominee for director who is considered an independent director by the company and who has received compensation from the company other than for service as a director.
c. Votes are withheld for any nominee for director who attends less than 75% of board and committee meetings without valid reasons for absences.
d. Votes are cast on a case-by-case basis in contested elections of directors.
2. Matters relating to Executive Compensation

Western Asset generally favors compensation programs that relate executive compensation to a company's long-term performance. Votes are cast on a case-by-case basis on board-approved proposals relating to executive compensation, except as follows:

a. Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for stock option plans that will result in a minimal annual dilution.
b. Western Asset votes against stock option plans or proposals that permit replacing or repricing of underwater options.
c. Western Asset votes against stock option plans that permit issuance of options with an exercise price below the stock's current market price.
d. Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for employee stock purchase plans that limit the discount for shares purchased under the plan to no more than 15% of their market value, have an offering period of 27 months or less and result in dilution of 10% or less.
3. Matters relating to Capitalization

The Management of a company's capital structure involves a number of important issues, including cash flows, financing needs and market conditions that are unique to the circumstances of each company. As a result, Western Asset votes on a case-by-case basis on board-approved proposals involving changes to a company's capitalization except where Western Asset is otherwise withholding votes for the entire board of directors.

a. Western Asset votes for proposals relating to the authorization of additional common stock.
b. Western Asset votes for proposals to effect stock splits (excluding reverse stock splits).
c. Western Asset votes for proposals authorizing share repurchase programs.
4. Matters relating to Acquisitions, Mergers, Reorganizations and Other Transactions

Western Asset votes these issues on a case-by-case basis on board-approved transactions.

5. Matters relating to Anti-Takeover Measures

Western Asset votes against board-approved proposals to adopt anti-takeover measures except as follows:

a. Western Asset votes on a case-by-case basis on proposals to ratify or approve shareholder rights plans.
b. Western Asset votes on a case-by-case basis on proposals to adopt fair price provisions.
6. Other Business Matters

Western Asset votes for board-approved proposals approving such routine business matters such as changing the company's name, ratifying the appointment of auditors and procedural matters relating to the shareholder meeting.

a. Western Asset votes on a case-by-case basis on proposals to amend a company's charter or bylaws.
b. Western Asset votes against authorization to transact other unidentified, substantive business at the meeting.
7. Reporting of Financially Material Information

Western Asset generally believes issuers should disclose information that is material to their business. This principle extends to Environmental, Social and Governance matters. What qualifies as "material" can vary, so votes are cast on a case by case basis but consistent with the overarching principle.

II. Shareholder Proposals

SEC regulations permit shareholders to submit proposals for inclusion in a company's proxy statement. These proposals generally seek to change some aspect of a company's corporate governance structure or to change some aspect of its business operations. Western Asset votes in accordance with the recommendation of the company's board of directors on all shareholder proposals, except as follows:

1. Western Asset votes for shareholder proposals to require shareholder approval of shareholder rights plans.
2. Western Asset votes for shareholder proposals that are consistent with Western Asset's proxy voting guidelines for board-approved proposals.
3. Western Asset votes on a case-by-case basis on other shareholder proposals where the firm is otherwise withholding votes for the entire board of directors.

Environmental or social issues that are the subject of a proxy vote will be considered on a case by case basis. Constructive proposals that seek to advance the health of the issuer and the prospect for risk-adjusted returns to Western Assets clients are viewed more favorably than proposals that advance a single issue or limit the ability of management to meet its operating objectives.

III. Voting Shares of Investment Companies

Western Asset may utilize shares of open or closed-end investment companies to implement its investment strategies. Shareholder votes for investment companies that fall within the categories listed in Parts I and II above are voted in accordance with those guidelines.

1. Western Asset votes on a case-by-case basis on proposals relating to changes in the investment objectives of an investment company taking into account the original intent of the fund and the role the fund plays in the clients' portfolios.
2. Western Asset votes on a case-by-case basis all proposals that would result in increases in expenses (e.g., proposals to adopt 12b-1 plans, alter investment advisory arrangements or approve fund mergers) taking into account comparable expenses for similar funds and the services to be provided.
IV. Voting Shares of Foreign Issuers

In the event Western Asset is required to vote on securities held in non-U.S. issuers - i.e. issuers that are incorporated under the laws of a foreign jurisdiction and that are not listed on a U.S. securities exchange or the NASDAQ stock market, the following guidelines are used, which are premised on the existence of a sound corporate governance and disclosure framework. These guidelines, however, may not be appropriate under some circumstances for foreign issuers and therefore apply only where applicable.

1. Western Asset votes for shareholder proposals calling for a majority of the directors to be independent of management.
2. Western Asset votes for shareholder proposals seeking to increase the independence of board nominating, audit and compensation committees.
3. Western Asset votes for shareholder proposals that implement corporate governance standards similar to those established under U.S. federal law and the listing requirements of U.S. stock exchanges, and that do not otherwise violate the laws of the jurisdiction under which the company is incorporated.
4. Western Asset votes on a case-by-case basis on proposals relating to (1) the issuance of common stock in excess of 20% of a company's outstanding common stock where shareholders do not have preemptive rights, or (2) the issuance of common stock in excess of 100% of a company's outstanding common stock where shareholders have preemptive rights.
V. Environmental, Social and Governance Matters

Western Asset considers ESG matters as part of the overall investment process where appropriate. The Firm seeks to identify and consider material risks to the investment thesis, including material risks presented by ESG factors. While Western Asset is primarily a fixed income manager, opportunities to vote proxies are considered on the investment merits of the instruments and strategies involved.

As a general proposition, Western Asset votes to encourage disclosure of information material to their business. This principle extends to ESG matters. What qualifies as "material" can vary, so votes are cast on a case by case basis but consistent with the overarching principle. Western Asset recognizes that objective standards and criteria may not be available or universally agreed and that there may be different views and subjective analysis regarding factors and their significance.

As a general matter, Western Asset votes to encourage management and governance practices that enhance the strength of the issuer, build value for investors, and mitigate risks that might threaten their ability to operate and navigate competitive pressures.

Targeted environmental or social issues that are the subject of a proxy vote will be considered on a case by case basis. Constructive proposals that seek to advance the health of the issuer and the prospect for risk-adjusted returns to Western Assets clients are viewed more favorably than proposals that advance a single issue or limit the ability of management to meet its operating objectives.

Situations can arise in which different clients and strategies have explicit ESG objectives beyond generally taking into account material ESG risks. Votes may be cast for such clients with the ESG objectives in mind. Votes involving ESG proposals that are not otherwise addressed in this policy will be voted on a case-by-case basis consistent with the Firm's fiduciary duties to its clients, the potential consequences to the investment thesis for that issuer, and the specific facts and circumstances of each proposal.

Retirement Accounts

For accounts subject to ERISA, as well as other retirement accounts, Western Asset is presumed to have the responsibility to vote proxies for the client. The Department of Labor has issued a bulletin that states that investment managers have the responsibility to vote proxies on behalf of Retirement Accounts unless the authority to vote proxies has been specifically reserved to another named fiduciary. Furthermore, unless Western Asset is expressly precluded from voting the proxies, the Department of Labor has determined that the responsibility remains with the investment manager.

In order to comply with the Department of Labor's position, Western Asset will be presumed to have the obligation to vote proxies for its retirement accounts unless Western Asset has obtained a specific written instruction indicating that: (a) the right to vote proxies has been reserved to a named fiduciary of the client, and (b) Western Asset is precluded from voting proxies on behalf of the client. If Western Asset does not receive such an instruction, Western Asset will be responsible for voting proxies in the best interests of the retirement account client and in accordance with any proxy voting guidelines provided by the client.

ITEM 13. INVESTMENT PROFESSIONALS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

(a)(1): As of the date of filing this report:

NAME AND
ADDRESS
LENGTH OF
TIME SERVED
PRINCIPAL OCCUPATION(S) DURING
PAST 5 YEARS

Christopher F. Kilpatrick

Western Asset
385 East Colorado Blvd. Pasadena, CA 91101

Since 2012

Responsible for the day-to-day management with other members of the Fund's portfolio management team; employed by Western Asset Management as an investment professional for at least the past five years.

Michael C. Buchanan

Western Asset

385 East Colorado Blvd.

Pasadena, CA 91101

Since 2006

Responsible for the day-to-day management with other members of the Fund's portfolio management team; Chief Investment Officer of Western Asset since September 2023 and leads the Global and US Strategy Committees; employed by Western Asset Management as an investment professional for at least the past five years; Managing Director and head of U.S. Credit Products from 2003-2005 at Credit Suisse Asset Management

Walter Kilcullen

Western Asset
385 East Colorado Blvd. Pasadena, CA 91101

Since March 1, 2024 Responsible for the day-to-day management with other members of the Fund's portfolio management team; employed by Western Asset Management as an investment professional for since 2002.

(a)(2): DATA TO BE PROVIDED BY FINANCIAL CONTROL

The following tables set forth certain additional information with respect to the fund's investment professionals for the fund. Unless noted otherwise, all information is provided as of September 30, 2024.

Other Accounts Managed by Investment Professionals

The table below identifies the number of accounts (other than the fund) for which the fund's investment professionals have day-to-day management responsibilities and the total assets in such accounts, within each of the following categories:

registered investment companies, other pooled investment vehicles, and other accounts. For each category, the number of accounts and total assets in the accounts where fees are based on performance is also indicated.

Name of PM Type of Account Number of Accounts Managed Total Assets Managed Number of Accounts Managed for which Advisory Fee is Performance-Based Assets Managed for which Advisory Fee is Performance-Based
Michael C. Buchanan ‡ Other Registered Investment Companies 77 $100.57 billion None None
Other Pooled Vehicles 271 $63.52 billion 22 $2.66 billion
Other Accounts 546 $172.34 billion 17 $10.09 billion
Walter Kilcullen ‡ Other Registered Investment Companies 10 $4.24 billion None None
Other Pooled Vehicles 18 $8.16 billion 3 $350 million
Other Accounts 20 $3.44 billion None None
Christopher Kilpatrick ‡ Other Registered Investment Companies 8 $2.94 billion None None
Other Pooled Vehicles 6 $506 million 3 $350 million
Other Accounts None None None None

‡ The numbers above reflect the overall number of portfolios managed by employees of Western Asset Management Company ("Western Asset"). Western Asset's investment discipline emphasizes a team approach that combines the efforts of groups of specialists working in different market sectors. They are responsible for overseeing implementation of Western Asset's overall investment ideas and coordinating the work of the various sector teams. This structure ensures that client portfolios benefit from a consensus that draws on the expertise of all team members.

(a)(3): As of September 30, 2024: Investment Professional Compensation

Conflicts of Interest

The Subadviser has adopted compliance policies and procedures to address a wide range of potential conflicts of interest that could directly impact client portfolios. For example, potential conflicts of interest may arise in connection with the management of multiple portfolios (including portfolios managed in a personal capacity). These could include potential conflicts of interest related to the knowledge and timing of a portfolio's trades, investment opportunities and broker selection. Portfolio managers are privy to the size, timing, and possible market impact of a portfolio's trades.

It is possible that an investment opportunity may be suitable for both a portfolio and other accounts managed by a portfolio manager, but may not be available in sufficient quantities for both the portfolio and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by a portfolio and another account. A conflict may arise where the portfolio manager may have an incentive to treat an account preferentially as compared to a portfolio because the account pays a performance-based fee or the portfolio manager, the Subadviser or an affiliate has an interest in the account. The Subadviser has adopted procedures for allocation of portfolio transactions and investment opportunities across multiple client accounts on a fair and equitable basis over time. Eligible accounts that can participate in a trade generally share the same price on a pro-rata allocation basis, taking into account differences based on factors such as cash availability, investment restrictions and guidelines, and portfolio composition versus strategy.

With respect to securities transactions, the Subadviser determines which broker or dealer to use to execute each order, consistent with their duty to seek best execution of the transaction. However, with respect to certain other accounts (such as pooled investment vehicles that are not registered investment companies and other accounts managed for organizations and individuals), the Subadviser may be limited by the client with respect to the selection of brokers or dealers or may be instructed to direct trades through a particular broker or dealer. In these cases, trades for a portfolio in a particular security may be placed separately from, rather than aggregated with, such other accounts. Having separate transactions with respect to a security may temporarily affect the market price of the security or the execution of the transaction, or both, to the possible detriment of a portfolio or the other account(s) involved. Additionally, the management of multiple portfolios and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each portfolio and/or other account. The Subadviser's team approach to portfolio management and block trading approach seeks to limit this potential risk.

The Subadviser also maintains a gift and entertainment policy to address the potential for a business contact to give gifts or host entertainment events that may influence the business judgment of an employee. Employees are permitted to retain gifts of only a nominal value and are required to make reimbursement for entertainment events above a certain value. All gifts (except those of a de minimis value) and entertainment events that are given or sponsored by a business contact are required to be reported in a gift and entertainment log which is reviewed on a regular basis for possible issues.

Employees of the Subadviser have access to transactions and holdings information regarding client accounts and the Subadviser's overall trading activities. This information represents a potential conflict of interest because employees may take advantage of this information as they trade in their personal accounts. Accordingly, the Subadviser maintains a Code of Ethics that is compliant with Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act to address personal trading. In addition, the Code of Ethics seeks to establish broader principles of good conduct and fiduciary responsibility in all aspects of the Subadviser's business. The Code of Ethics is administered by the Legal and Compliance Department and monitored through the Subadviser's compliance monitoring program.

The Subadviser may also face other potential conflicts of interest with respect to managing client assets, and the description above is not a complete description of every conflict of interest that could be deemed to exist. The Subadviser also maintains a compliance monitoring program and engages independent auditors toconduct a SOC1/ISAE 3402 audit on an annual basis. These steps help to ensure that potential conflicts of interest have been addressed.

Investment Professional Compensation

With respect to the compensation of the Fund's investment professionals, the Subadviser's compensation system assigns each employee a total compensation range, which is derived from annual market surveys that benchmark each role with its job function and peer universe. This method is designed to reward employees with total compensation reflective of the external market value of their skills, experience and ability to produce desired results. Standard compensation includes competitive base salaries, generous employee benefits and a retirement plan.

In addition, the Subadviser's employees are eligible for bonuses. These are structured to closely align the interests of employees with those of the Subadviser, and are determined by the professional's job function and pre-tax performance as measured by a formal review process. All bonuses are completely discretionary. The principal factor considered is an investment professional's investment performance versus appropriate peer groups and benchmarks (e.g., a securities index and with respect to the Fund, the benchmark set forth in the Fund's Prospectus to which the Fund's average annual total returns are compared or, if none, the benchmark set forth in the Fund's annual report). Performance is reviewed on a 1, 3 and 5 year basis for compensation-with 3 and 5 years having a larger emphasis. The Subadviser may also measure an investment professional's pre-tax investment performance against other benchmarks, as it determines appropriate. Because investment professionals are generally responsible for multiple accounts (including the Fund) with similar investment strategies, they are generally compensated on the performance of the aggregate group of similar accounts, rather than a specific account. Other factors that may be considered when making bonus decisions include client service, business development, length of service to the Subadviser, management or supervisory responsibilities, contributions to developing business strategy and overall contributions to the Subadviser's business.

Finally, in order to attract and retain top talent, all investment professionals are eligible for additional incentives in recognition of outstanding performance. These are determined based upon the factors described above and include long-term incentives that vest over a set period of time past the award date.

(a)(4): Investment Professional Securities Ownership

The table below identifies the dollar range of securities beneficially owned by each investment professional as of September 30, 2024.

Investment Professional(s)

Dollar Range of
Portfolio Securities Beneficially Owned

Walter Kilcullen A
Christopher Kilpatrick A
Michael C. Buchanan A

Dollar Range ownership is as follows:
A: none
B: $1 - $10,000
C: 10,001 - $50,000
D: $50,001 - $100,000
E: $100,001 - $500,000

F: $500,001 - $1 million
G: over $1 million

ITEM 14. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS

Not applicable.

ITEM 15. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.

ITEM 16. CONTROLS AND PROCEDURES.
(a) The registrant's principal executive officer and principal financial officer have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the "1940 Act")) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934.
(b) There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by this report that have materially affected, or are likely to materially affect the registrant's internal control over financial reporting.
ITEM 17. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 18. RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION.
(a) Not applicable.
(b) Not applicable.
ITEM 19. EXHIBITS.

(a) (1) Code of Ethics attached hereto.

Exhibit 99.CODE ETH

(a) (2) Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002 attached hereto.

Exhibit 99.CERT

(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 attached hereto.

Exhibit 99.906CERT

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this Report to be signed on its behalf by the undersigned, there unto duly authorized.

Western Asset High Income Opportunity Fund Inc.
By: /s/ Jane Trust
Jane Trust
Chief Executive Officer
Date: November 21, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By: /s/ Jane Trust
Jane Trust
Chief Executive Officer
Date: November 21, 2024
By: /s/ Christopher Berarducci
Christopher Berarducci
Principal Financial Officer
Date: November 21, 2024