N-CSRS 1 cmamtrfi-etf8232_ncsrs.htm CLEARBRIDGE MLP AND MIDSTREAM TOTAL RETURN FUND INC (CTR) - N-CSRS

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

811-22693

ClearBridge MLP and Midstream Total Return Fund Inc.

(Exact name of registrant as specified in charter)

620 Eighth Avenue, 47^th 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: November 30

Date of reporting period: May 31, 2024

ITEM 1.

REPORT TO STOCKHOLDERS.

The Semi-Annual Report to Stockholders is filed herewith.

Semi-Annual Report

May 31, 2024

CLEARBRIDGE
MLP AND MIDSTREAM TOTAL RETURN
FUND INC. (CTR)

Fund objective

The Fund’s investment objective is to provide a high level of total return, consisting of cash distributions and capital appreciation.

The Fund seeks to achieve its objective by investing primarily in energy master limited partnerships (“MLPs”) and energy midstream entities.

What’s inside

Letter from the chairman	III
Performance review	VII
Fund at a glance	1
Schedule of investments	2
Statement of assets and liabilities	4
Statement of operations	5
Statements of changes in net assets	6
Statement of cash flows	7
Financial highlights	9
Notes to financial statements	12
Board approval of management and subadvisory agreements	28
Additional shareholder information	34
Dividend reinvestment plan	36

ClearBridge MLP and Midstream Total Return Fund Inc.

Letter from the chairman

Dear Shareholder,

We are pleased to provide the semi-annual report of ClearBridge MLP and Midstream Total Return Fund Inc. for the six-month reporting period ended May 31, 2024. Please read on for Fund performance information during the Fund’s reporting period.

Special shareholder notices

On December 26, 2023, ClearBridge MLP and Midstream Total Return Fund Inc. (NYSE: CTR) (the “Fund”) announced that the Fund, among other affiliated funds, entered into an agreement with Saba Capital Management, L.P. (“Saba”) and certain associated parties (the “Settlement Agreement”). During the effective period of the Settlement Agreement, Saba agreed to (1) be bound by the terms of the Settlement Agreement, including certain standstill covenants, and (2) vote its Shares (as defined below) on all proposals submitted to stockholders in accordance with the recommendation of each Fund’s Board of Directors.

Under the Settlement Agreement, the Fund agreed to conduct a tender offer for up to 50% of the Fund’s outstanding shares of common stock (“Shares”) at a price per share equal to 100% of the Fund’s net asset value on the day on which the tender offer expires (“Tender Offer”).

On May 21, 2024, the Fund announced the commencement of the Tender Offer, with an expiration time of 5:00 p.m., Eastern Time, on June 20, 2024. On June 24, 2024, the Fund announced the final results of the Tender Offer. A total of 3,774,769 Shares were duly tendered and not withdrawn. Because the number of Shares tendered exceeded 3,443,416 Shares, the tender offer has been oversubscribed. Therefore, in accordance with the terms and conditions specified in the tender offer, the Fund purchased Shares from all tendering stockholders on a pro rata basis, disregarding fractions. Accordingly, on a pro rata basis, approximately 91.24% of Shares for each stockholder who properly tendered shares have been accepted for payment. The Shares accepted for tender were repurchased at a price of $44.45 equal to 100% of the per Share net asset value, as of the close of the regular trading session of the New York Stock Exchange on June 20, 2024. Payment for such Shares was made on June 25, 2024. Shares that were not tendered remain outstanding.

On January 26, 2024, the Fund, ClearBridge Energy Midstream Opportunity Fund Inc. (NYSE: EMO), ClearBridge MLP and Midstream Fund Inc. (NYSE: CEM) (individually, a “Fund” and collectively, the “Funds”) announced approval by each Fund’s Board of Directors of a proposal to merge (i) CEM with and into EMO and (ii) CTR with and into EMO, subject to approval by stockholders of each Fund (each, a “Merger” and collectively, the “Mergers”).

ClearBridge MLP and Midstream Total Return Fund Inc.

III

Letter from the chairman (cont’d)

Management and each Fund’s Board of Directors believed it was in the best interest of stockholders to merge CEM and CTR with and into EMO in part because the combined Fund is expected to have lower operating expenses, enhanced earning potential and greater trading volume. Management and each Fund’s investment adviser do not anticipate any material portfolio turnover as a result of the Mergers. The Mergers of the Funds into EMO is expected to qualify as a tax-free reorganization for federal income tax purposes.

On May 20, 2024, the Funds announced that stockholders of each of the Funds approved the Mergers at the Joint Special Meeting of Stockholders of the Funds held on May 17, 2024. It is currently anticipated that each Merger will be effective before markets open on Monday, August 19, 2024, subject to all regulatory requirements and customary closing conditions being satisfied.

Upon completion of the Mergers, each share of common stock of CEM and CTR will convert into an equivalent dollar amount (to the nearest $0.001) of full shares of common stock of EMO, based on the net asset value of each Fund on the business day preceding the Mergers. EMO will not issue fractional shares to CEM and CTR stockholders. In lieu of issuing fractional shares, EMO will pay cash to each former holder of CEM and CTR common stock in an amount equal to the net asset value of the fractional shares of EMO common stock that the investor would otherwise have received in the Mergers.

Each Fund has outstanding Mandatory Redeemable Preferred Stock (“MRPS”). In connection with the closing of each Merger, EMO will issue and deliver to each of the CEM’s and CTR’s MRPS holders newly issued shares of EMO’s MRPS with the same aggregate liquidation preference and terms as their MRPS that are issued and outstanding immediately before the date of the Mergers. The liquidation preference per share for the newly issued EMO MRPS will be $35 per share. EMO will issue a corresponding number of newly issued shares of EMO’s MRPS so that the aggregate liquidation preference for the replaced CEM MRPS and the replaced CTR MRPS remains the same. EMO will also amend its MRPS that are outstanding prior to the closing of the Mergers to align the voting rights of all of EMO’s outstanding preferred stock so that each preferred stockholder will have one vote for every $35 of liquidation preference (i.e. one vote per share) following the Mergers. No fractional MRPS will be issued to CEM and CTR holders as a result of the Mergers. EMO will round up to the next whole share instead of issuing fractional shares of MRPS.

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

ClearBridge MLP and Midstream Total Return Fund Inc.

Letter from the chairman (cont’d)

•

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

June 28, 2024

ClearBridge MLP and Midstream Total Return Fund Inc.

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Performance review

For the six months ended May 31, 2024, ClearBridge MLP and Midstream Total Return Fund Inc. returned 14.37% based on its net asset value (NAV)i and 28.50% based on its New York Stock Exchange (NYSE) market price per share. The Alerian MLP Indexii (the “Index”), a gauge of the total return of energy infrastructure master limited partnerships, returned 10.24% over the same time frame. The performance of the Index reflects no deduction for fees, expenses or taxes, or the impact from the use of leverage. The Fund invests both in securities structured as master limited partnerships and in corporations for federal income tax purposes, producing an asset allocation that generally differs significantly from the Index. The Fund’s higher allocation to corporations may produce differences in performance versus the Index.

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.

During this six-month period, the Fund made distributions to shareholders totaling $1.40 per share. As of May 31, 2024, the Fund estimates that all of the distributions were a dividend.* The performance table shows the Fund’s six-month total return based on its NAV and market price as of May 31, 2024. Past performance is no guarantee of future results.

Performance Snapshot as of May 31, 2024 (unaudited)
Price Per Share	6-Month Total Return**
$44.43 (NAV)	14.37 %†
$42.67 (Market Price)	28.50 %‡

All figures represent past performance and are not a guarantee of future results. Performance figures for periods shorter than one year represent cumulative figures and are not annualized.

** 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, if any, at NAV.

‡ Total return assumes the reinvestment of all distributions, including returns of capital, if any, in additional shares in accordance with the Fund’s Dividend Reinvestment Plan.

This estimate is not for tax purposes. The Fund will issue a Form 1099 with final composition of the distributions for tax purposes after year-end. A return of capital is not taxable and results in a reduction in the tax basis of a shareholder’s investment. For more information about a distribution’s composition, please refer to the Fund’s distribution press release or, if applicable, the Section 19 notice located in the press release section of our website, www.franklintempleton.com.

ClearBridge MLP and Midstream Total Return Fund Inc.

VII

Performance review (cont’d)

Looking for additional information?

The Fund is traded under the symbol “CTR” and its closing market price is available in most newspapers under the NYSE listings. The daily NAV is available online under the symbol “XCTRX” 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 monthly 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.

Thank you for your investment in the ClearBridge MLP and Midstream Total Return 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,

Jane Trust, CFA
Chairman, President and Chief Executive Officer

June 28, 2024

RISKS: The Fund is a non-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 objective. 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. Because the Fund is non-diversified, it may be more susceptible to economic, political or regulatory events than a diversified fund. The Fund’s investments are subject to a number of risks, including stock market risk, MLP and midstream entities risk, market events risk and portfolio management risk. MLP distributions are not guaranteed and there is no assurance that all distributions will be tax deferred. Investments in MLP securities and midstream entities are subject to unique risks. The Fund’s concentration of investments in energy related MLPs and midstream entities subjects it to the risks of MLPs, midstream entities and the energy sector, including the risks of declines in energy and commodity prices, decreases in energy demand, adverse weather conditions, natural or other disasters, changes in government regulation, and changes in tax laws. Leverage may result in greater volatility of NAV and the market price of common shares and increases a shareholder’s risk of loss. The Fund may make significant

VIII

ClearBridge MLP and Midstream Total Return Fund Inc.

investments in derivative instruments. Derivative instruments can be illiquid, may disproportionately increase losses, and have a potentially large impact on Fund performance. The Fund may invest in small capitalization or illiquid securities which can increase the risk and volatility of the Fund. 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 subadviser.

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.

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.

The Alerian MLP Index is a composite of the fifty most prominent energy master limited partnerships (“MLPs”) and is calculated using a float-adjusted, capitalization-weighted methodology.

Important data provider notices and terms available at www.franklintempletondatasources.com.

ClearBridge MLP and Midstream Total Return Fund Inc.

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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 May 31, 2024 and November 30, 2023. The Fund is actively managed. As a result, the composition of the Fund’s investments is subject to change at any time.

ClearBridge MLP and Midstream Total Return Fund Inc. 2024 Semi-Annual Report

Schedule of investments (unaudited)

May 31, 2024

ClearBridge MLP and Midstream Total Return Fund Inc.

(Percentages shown based on Fund net assets)

Security	Shares	Value
Common Stocks — 50.6%
Energy — 50.3%
Oil, Gas & Consumable Fuels — 50.3%
Antero Midstream Corp.	687,032	$10,065,019
Enbridge Inc.	596,085	21,804,789
Equitrans Midstream Corp.	177,205	2,530,487
Kinder Morgan Inc.	510,000	9,939,900
ONEOK Inc.	465,911	37,738,791
Targa Resources Corp.	325,570	38,492,141
TC Energy Corp.	192,734	7,431,823
Williams Cos. Inc.	623,427	25,878,455

Total Energy		153,881,405
Industrials — 0.3%
Commercial Services & Supplies — 0.3%
Aris Water Solutions Inc., Class A Shares	50,000	768,500

Total Common Stocks (Cost — $150,540,746)		154,649,905
	Shares/Units
Master Limited Partnerships — 50.1%
Diversified Energy Infrastructure — 29.7%
Energy Transfer LP	2,286,176	35,824,378
Enterprise Products Partners LP	963,511	27,460,064
Genesis Energy LP	559,610	7,006,317
Plains All American Pipeline LP	622,000	10,580,220
Plains GP Holdings LP, Class A Shares	560,000	10,085,600 *
Total Diversified Energy Infrastructure		90,956,579
Gathering/Processing — 8.2%
Hess Midstream LP, Class A Shares	247,307	8,593,918
Western Midstream Partners LP	440,766	16,449,387
Total Gathering/Processing		25,043,305
Global Infrastructure — 1.6%
Brookfield Infrastructure Partners LP	167,170	4,829,541
Liquids Transportation & Storage — 1.7%
Delek Logistics Partners LP	131,688	5,217,479
Natural Gas Transportation & Storage — 0.8%
Cheniere Energy Partners LP	49,000	2,360,330
Oil/Refined Products — 7.1%
MPLX LP	386,829	15,736,204
Sunoco LP	121,284	6,185,484
Total Oil/Refined Products		21,921,688

See Notes to Financial Statements.

ClearBridge MLP and Midstream Total Return Fund Inc. 2024 Semi-Annual Report

ClearBridge MLP and Midstream Total Return Fund Inc.

(Percentages shown based on Fund net assets)

Security		Shares/Units	Value
Propane — 1.0%
Suburban Propane Partners LP		150,767	$3,065,093

Total Master Limited Partnerships (Cost — $157,588,498)			153,394,015
Total Investments before Short-Term Investments (Cost — $308,129,244)			308,043,920
	Rate	Shares
Short-Term Investments — 10.2%
JPMorgan 100% U.S. Treasury Securities Money Market Fund, Institutional Class (Cost — $31,366,246)	5.153%	31,366,246	31,366,246 (a)
Total Investments** — 110.9% (Cost — $339,495,490)			339,410,166
Mandatory Redeemable Preferred Stock, at Liquidation Value — (3.6)%			(11,000,010 )
Other Liabilities in Excess of Other Assets — (7.3)%			(22,405,660 )
Total Net Assets Applicable to Common Shareholders — 100.0%			$306,004,496

*	Non-income producing security.
**	The entire portfolio is subject to a lien, granted to the lender and Senior Note holders, to the extent of the borrowings outstanding and any additional expenses.
(a)	Rate shown is one-day yield as of the end of the reporting period.

See Notes to Financial Statements.

ClearBridge MLP and Midstream Total Return Fund Inc. 2024 Semi-Annual Report

Statement of assets and liabilities (unaudited)

May 31, 2024

Assets:
Investments, at value (Cost — $339,495,490)	$339,410,166
Cash	25,600
Dividends and distributions receivable	407,852
Money market fund distributions receivable	135,716
Prepaid expenses	30,292
Total Assets	340,009,626
Liabilities:
Senior Secured Notes (net of deferred debt issuance and offering costs of $32,888) (Note 6)	15,566,344
Mandatory Redeemable Preferred Stock ($30 liquidation value per share; 366,667 shares issued and outstanding) (net of deferred offering cost of $297,167) (Note 7)	10,702,843
Income tax payable	4,576,386
Deferred tax liability (Note 11)	2,121,923
Investment management fee payable	271,925
Interest and commitment fees payable	148,951
Excise tax payable (Note 1(l))	85,000
Distributions payable to Mandatory Redeemable Preferred Stockholders	31,116
Accrued expenses	500,642
Total Liabilities	34,005,130
Total Net Assets Applicable to Common Shareholders	$306,004,496
Net Assets Applicable to Common Shareholders:
Common stock par value ($0.001 par value; 6,886,833 shares issued and outstanding; 99,633,333 common shares authorized)	$6,887
Paid-in capital in excess of par value	319,569,917
Total distributable earnings (loss), net of income taxes	(13,572,308 )
Total Net Assets Applicable to Common Shareholders	$306,004,496
Common Shares Outstanding	6,886,833
Net Asset Value Per Common Share	$44.43

See Notes to Financial Statements.

ClearBridge MLP and Midstream Total Return Fund Inc. 2024 Semi-Annual Report

Statement of operations (unaudited)

For the Six Months Ended May 31, 2024

Investment Income:
Dividends and distributions	$11,945,459
Return of capital (Note 1(h))	(8,742,665 )
Net Dividends and Distributions	3,202,794
Money market fund distributions	398,147
Less: Foreign taxes withheld	(166,404 )
Total Investment Income	3,434,537
Expenses:
Interest expense (Notes 5 and 6)	2,384,657
Investment management fee (Note 2)	1,926,978
Distributions to Mandatory Redeemable Preferred Stockholders (Notes 1 and 7)	503,764
Legal fees	337,289
Audit and tax fees	133,523
Directors’ fees	97,414
Excise tax (Notes 1(l) and 7)	85,000
Commitment fees (Note 5)	62,597
Amortization of preferred stock offering costs (Note 7)	35,068
Fund accounting fees	34,068
Amortization of debt issuance and offering costs (Note 6)	15,393
Rating agency fees	11,205
Shareholder reports	10,468
Stock exchange listing fees	6,269
Franchise taxes	2,758
Insurance	1,392
Custody fees	170
Transfer agent fees	(159,928 )
Miscellaneous expenses	49,363
Total Expenses	5,537,448
Less: Fee waivers and/or expense reimbursements (Note 2)	(96,349 )
Net Expenses	5,441,099
Net Investment Loss, before income taxes	(2,006,562 )
Net current and deferred tax benefit (Note 11)	403,921
Net Investment Loss, net of income taxes	(1,602,641 )
Realized and Unrealized Gain (Loss) on Investments and Foreign Currency Transactions (Notes 1, 3 and 11):
Net Realized Gain (Loss) From:
Investment transactions	72,383,919
Foreign currency transactions	2,885
Net Realized Gain, before income taxes	72,386,804
Deferred tax expense (Note 11)	(15,393,678 )
Net Realized Gain, net of income taxes	56,993,126
Change in Net Unrealized Appreciation (Depreciation) From:
Investments	(20,543,248 )
Foreign currencies	(4,151 )
Change in Net Unrealized Appreciation (Depreciation), before income taxes	(20,547,399 )
Deferred tax benefit (Note 11)	4,499,880
Change in Net Unrealized Appreciation (Depreciation), net of income taxes	(16,047,519 )
Net Gain on Investments and Foreign Currency Transactions, net of income taxes	40,945,607
Increase in Net Assets Applicable to Common Shareholders From Operations	$39,342,966

See Notes to Financial Statements.

ClearBridge MLP and Midstream Total Return Fund Inc. 2024 Semi-Annual Report

Statements of changes in net assets

For the Six Months Ended May 31, 2024 (unaudited) and the Year Ended November 30, 2023	2024	2023
Operations:
Net investment loss, net of income taxes	$(1,602,641 )	$(10,671,637 )
Net realized gain, net of income taxes	56,993,126	62,885,913
Change in net unrealized appreciation (depreciation), net of income taxes	(16,047,519 )	(18,945,649 )
Increase in Net Assets Applicable to Common Shareholders From Operations	39,342,966	33,268,627
Distributions to Common Shareholders From (Note 1):
Dividends	(9,641,566 )	(17,304,099 )
Decrease in Net Assets From Distributions to Common Shareholders	(9,641,566 )	(17,304,099 )
Fund Share Transactions:
Cost of shares repurchased (0 and 114,911 shares repurchased, respectively) (Note 8)	—	(3,280,752 )
Decrease in Net Assets From Fund Share Transactions	—	(3,280,752 )
Increase in Net Assets Applicable to Common Shareholders	29,701,400	12,683,776
Net Assets Applicable to Common Shareholders:
Beginning of period	276,303,096	263,619,320
End of period	$306,004,496	$276,303,096

See Notes to Financial Statements.

ClearBridge MLP and Midstream Total Return Fund Inc. 2024 Semi-Annual Report

Statement of cash flows (unaudited)

For the Six Months Ended May 31, 2024

Increase (Decrease) in Cash:
Cash Flows from Operating Activities:
Net increase in net assets applicable to common shareholders resulting from operations	$39,342,966
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided (used) by operating activities:
Purchases of portfolio securities	(551,700,167 )
Sales of portfolio securities	665,051,234
Net purchases, sales and maturities of short-term investments	(21,052,056 )
Return of capital	8,742,665
Securities litigation proceeds	66,875
Decrease in dividends and distributions receivable	28,314
Increase in money market fund distributions receivable	(75,026 )
Increase in prepaid expenses	(4,535 )
Decrease in income tax receivable	147,502
Amortization of preferred stock offering costs	35,068
Amortization of debt issuance and offering costs	15,393
Decrease in investment management fee payable	(21,921 )
Decrease in Directors’ fees payable	(334 )
Decrease in interest and commitment fees payable	(4,594 )
Increase in income tax payable	2,846,867
Decrease in accrued expenses	(99,748 )
Decrease in distributions payable to Mandatory Redeemable Preferred Stockholders	(17,589 )
Increase in deferred tax liability	2,121,923
Increase in excise tax payable (Notes 1(l) and 7)	85,000
Net realized gain on investments	(72,383,919 )
Change in net unrealized appreciation (depreciation) of investments	20,543,248
Net Cash Provided in Operating Activities*	93,667,166
Cash Flows from Financing Activities:
Distributions paid on common stock	(9,641,566 )
Proceeds from loan facility borrowings	8,500,000
Repayment of loan facility borrowings	(84,000,000 )
Redemption of Mandatory Redeemable Preferred Stock	(8,500,000 )
Net Cash Used by Financing Activities	(93,641,566 )
Net Increase in Cash and Restricted Cash	25,600
Cash and restricted cash at beginning of period	—
Cash and restricted cash at end of period	$25,600

*	Included in operating expenses is $2,451,848 paid for interest and commitment fees on borrowings, $521,353 paid for distributions to Mandatory Redeemable Preferred Stockholders and $5,373,585 paid for income taxes, net of refunds, if any.

See Notes to Financial Statements.

ClearBridge MLP and Midstream Total Return Fund Inc. 2024 Semi-Annual Report

Statement of cash flows (unaudited) (cont’d)

For the Six Months Ended May 31, 2024

The following table provides a reconciliation of cash and restricted cash reported within the Statement of Assets

and Liabilities that sums to the total of such amounts shown on the Statement of Cash Flows.

	May 31, 2024
Cash	$25,600
Restricted cash	—
Total cash and restricted cash shown in the Statement of Cash Flows	$25,600

See Notes to Financial Statements.

ClearBridge MLP and Midstream Total Return Fund Inc. 2024 Semi-Annual Report

Financial highlights

For a common share of capital stock outstanding throughout each year ended November 30, unless otherwise noted:
	20241,2	20231	20221	20211	20201,3	20191,3
Net asset value, beginning of period	$40.12	$37.65	$28.26	$18.10	$44.55	$52.25
Income (loss) from operations:
Net investment income (loss)	(0.23 )	(1.55 )	(0.87 )	0.15	(1.53 )	(0.95 )
Net realized and unrealized gain (loss)	5.94	6.43	12.20	11.49	(22.77 )	(2.35 )
Total income (loss) from operations	5.71	4.88	11.33	11.64	(24.30)	(3.30)
Less distributions to common shareholders from:
Dividends	(1.40 )4	(2.51 )	(2.02 )	(1.66 )	—	—
Return of capital	—	—	—	—	(2.30 )	(4.40 )
Total distributions to common shareholders	(1.40 )	(2.51 )	(2.02 )	(1.66 )	(2.30 )	(4.40 )
Anti-dilutive impact of repurchase plan	—	0.10 5	0.08 5	0.18 5	0.15 5	—
Net asset value, end of period	$44.43	$40.12	$37.65	$28.26	$18.10	$44.55
Market price, end of period	$42.67	$34.37	$30.81	$23.63	$14.29	$38.55
Total return, based on NAV6,7	14.37 %8	13.95 %	40.81 %	66.14 %	(55.48 )%	(6.98 )%
Total return, based on Market Price9	28.50 %	20.72 %	39.43 %	77.71 %	(58.38 )%	(8.94 )%
Net assets applicable to common shareholders, end of period (millions)	$306	$276	$264	$200	$133	$342
Ratios to average net assets:
Management fees	1.33 %10	1.42 %	1.37 %	1.36 %	1.44 %	1.46 %
Other expenses	2.49 10	2.93	1.48	1.45	3.26 11	1.99
Subtotal	3.82 10	4.35	2.85	2.81	4.70 11	3.45
Income tax expenses	3.62 12	2.67	1.88	— 13	3.86	0.02
Total gross expenses	7.44 8,14	7.02 15	4.73	2.81	8.56 11	3.47
Total net expenses	7.38 8,14,16	6.95 15,16	4.66 16	2.75 16	8.48 11,16	3.47
Net investment income (loss), net of income taxes	(1.25 )8,14	(4.23 )	(2.50 )	0.57	(6.38 )11	(1.86 )
Portfolio turnover rate	150 %	79 %	43 %	79 %	12 %	28 %

See Notes to Financial Statements.

ClearBridge MLP and Midstream Total Return Fund Inc. 2024 Semi-Annual Report

Financial highlights (cont’d)

For a common share of capital stock outstanding throughout each year ended November 30, unless otherwise noted:
	20241,2	20231	20221	20211	20201,3	20191,3
Supplemental data:
Loan and Debt Issuance Outstanding, End of Period (000s)	$15,599	$91,099	$82,841	$67,917	$45,417	$146,500
Asset Coverage Ratio for Loan and Debt Issuance Outstanding17	2,132 %	425 %	442 %	411 %	418 %	343 %
Asset Coverage, per $1,000 Principal Amount of Loan and Debt Issuance Outstanding17	$21,322	$4,247	$4,418	$4,107	$4,180	$3,430
Weighted Average Loan and Debt Issuance (000s)	$78,930	$86,280	$81,030	$57,636	$67,128	$168,007
Weighted Average Interest Rate on Loan and Debt Issuance	5.94 %	5.59 %	2.84 %	2.38 %	6.10 %18	3.72 %
Mandatory Redeemable Preferred Stock at Liquidation Value, End of Period (000s)	$11,000	$19,500	$19,500	$11,000	$11,000	$14,000
Asset Coverage Ratio for Mandatory Redeemable Preferred Stock19	1,250 %	350 %	358 %	353 %	337 %	313 %
Asset Coverage, per $100,000 Liquidation Value per Share of Mandatory Redeemable Preferred Stock19	—	$349,824	$357,589	$353,465	$336,502	$313,114
Asset Coverage, per $30 Liquidation Value per Share of Mandatory Redeemable Preferred Stock19	$375	$105	$107	—	—	—

See Notes to Financial Statements.

ClearBridge MLP and Midstream Total Return Fund Inc. 2024 Semi-Annual Report

1	Per share amounts have been calculated using the average shares method.
2	For the six months ended May 31, 2024 (unaudited).
3	On July 28, 2020, the Fund completed a 1-for-5 reverse stock split. Prior year per share amounts have been restated to reflect the impact of the reverse stock split.
4	The actual source of the Fund’s current fiscal year distributions may be from dividends, return of capital or a combination of both. Shareholders will be informed of the tax characteristics of the distributions after the close of the fiscal year.
5	The repurchase plan was completed at an average repurchase price of $28.55 for 114,911 shares and $3,280,752 for the year ended November 30, 2023, $28.01 for 75,547 shares and $2,115,925 for the year ended November 30, 2022, $19.33 for 293,044 shares and $5,663,999 for the year ended November 30, 2021 and $9.99 for 381,908 shares and $3,813,473 for the year ended November 30, 2020.
6	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. Total returns for periods of less than one year are not annualized.
7	The total return calculation assumes that distributions are reinvested at NAV. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized.
8	Ratios and total return for the six months ended May 31, 2024, include certain non-recurring fees incurred by the Fund during the period. Without these items, the gross and net expense ratios and the net investment loss ratio would have been 7.34%, 7.28% and (1.15)%, respectively, and total return based on NAV would have been 14.42%.
9	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. Total returns for periods of less than one year are not annualized.
10	Annualized.
11	Includes non-recurring prepayment penalties and the write-off of debt issuance and offering costs recognized during the period totaling 0.98% of average net assets.
12	Not annualized.
13	For the year ended November 30, 2021, the net income tax benefit was 1.54%. The net income tax benefit is not reflected in the Fund’s expense ratios.
14	Annualized, except for income tax expenses.
15	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 6.89% and 6.82%, respectively.
16	Reflects fee waivers and/or expense reimbursements.
17	Represents value of net assets plus the loan outstanding, debt issuance outstanding and mandatory redeemable preferred stock at the end of the period divided by the loan and debt issuance outstanding at the end of the period.
18	Includes prepayment penalties recognized during the period.
19	Represents value of net assets plus the loan outstanding, debt issuance outstanding and mandatory redeemable preferred stock at the end of the period divided by the loan, debt issuance and mandatory redeemable preferred stock outstanding at the end of the period.

See Notes to Financial Statements.

ClearBridge MLP and Midstream Total Return Fund Inc. 2024 Semi-Annual Report

SEC Form N-CSRS filed by ClearBridge MLP and Midstream Total Return Fund Inc.