FORWARD-LOOKING STATEMENTS
This Form 10-Q and the documents incorporated by reference herein may include
forward-looking statements that reflect our current views with respect to future
events and financial performance. Such statements are provided under the "safe
harbor" protection of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include all statements that do not relate solely to
historical or current facts and generally can be identified by words or phrases
written in the future tense and/or preceded by words such as "anticipate,"
"believe," "could," "depends," "estimate," "expect," "intend," "likely," "may,"
"plan," "potential," "seek," "should," "will," "would," or other similar words
or variations thereof, or the negative thereof, but these terms are not the
exclusive means of identifying such statements.
Forward-looking statements involve a number of known and unknown risks,
uncertainties and other important factors that may cause actual results and
outcomes to differ materially from any future results or outcomes expressed or
implied by such forward-looking statements. The forward-looking statements
contained in this Form 10-Q or that are incorporated by reference herein are
qualified in their entirety by reference to the risks and uncertainties
disclosed in this Form 10-Q, including those discussed under the headings "Risk
Factors" and "Quantitative and Qualitative Disclosures About Market Risk" below.
While forward-looking statements are our best prediction at the time that they
are made, you should not rely on them and are cautioned against doing so.
Forward-looking statements are based on our current expectations and assumptions
regarding
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our business, the economy and other possible future conditions. Because
forward-looking statements relate to the future, they are subject to inherent
uncertainties, risks and changes in circumstances that are difficult to predict.
They are neither statements of historical fact nor guarantees or assurances of
future performance. Factors or events that could cause our actual results to
differ may emerge from time to time, and it is not possible for us to predict
all of them.
If a circumstance occurs after the date of this Form 10-Q that causes any of our
forward-looking statements to be inaccurate, whether as a result of new
information, future developments or otherwise, we undertake no obligation to
announce publicly the change to our expectations, or to make any revision to our
forward-looking statements, to reflect any change in assumptions, beliefs or
expectations, or any change in events, conditions or circumstances upon which
any forward-looking statement is based, unless required by law.
In this section, we discuss and analyze the results of operations and financial
condition of Franklin Resources, Inc. ("Franklin") and its subsidiaries
(collectively, the "Company"). The following discussion should be read in
conjunction with our Form 10-K for the fiscal year ended September 30, 2020
("fiscal year 2020") filed with the U.S. Securities and Exchange Commission, and
the consolidated financial statements and notes thereto included elsewhere in
this Form 10-Q.
OVERVIEW
Franklin is a holding company with subsidiaries operating under our Franklin
Templeton® and/or subsidiary brand names. We are a global investment management
organization that derives operating revenues and net income from providing
investment management and related services to investors in jurisdictions
worldwide. We deliver our investment capabilities through a variety of
investment products, which include our sponsored funds, as well as institutional
and high-net-worth separate accounts, retail separately managed account
programs, sub-advised products, and other investment vehicles. In addition to
investment management, our services include fund administration, sales and
distribution, and shareholder servicing. We may perform services directly or
through third parties. We offer our services and products under our various
distinct brand names, including, but not limited to, Franklin®, Templeton®, Legg
Mason®, Balanced Equity Management®, Benefit Street Partners®, Brandywine Global
Investment Management®, Clarion Partners®, ClearBridge Investments®, Darby®,
Edinburgh Partners™, Fiduciary Trust International™, Franklin Bissett®, Franklin
Mutual Series®, K2®, LibertyShares®, Martin Currie®, Royce® Investment Partners
and Western Asset Management Company®. We offer a broad product mix of fixed
income, equity, multi-asset, alternative and cash management asset classes and
solutions that meet a wide variety of specific investment goals and needs for
individual and institutional investors. We also provide sub-advisory services to
certain investment products sponsored by other companies which may be sold to
investors under the brand names of those other companies or on a co-branded
basis.
The level of our revenues depends largely on the level and relative mix of
assets under management ("AUM"). As noted in the "Risk Factors" section set
forth below, the amount and mix of our AUM are subject to significant
fluctuations that can negatively impact our revenues and income. The level of
our revenues also depends on mutual fund sales, the number of shareholder
transactions and accounts, and the fees charged for our services, which are
based on contracts with our funds and our clients. These arrangements could
change in the future.
As further noted in the "Risk Factors" section, the outbreak and spread of
contagious diseases such as the coronavirus disease 2019 ("COVID-19"), a highly
transmissible and pathogenic disease, has adversely affected, and may continue
to adversely affect, our business, financial condition and results of
operations. Ongoing global health concerns and uncertainty regarding the impact
of COVID-19 could lead to further and/or increased volatility in global capital
and credit markets, adversely affect our key executives and other personnel,
clients, investors, providers, suppliers, lessees, and other third parties, and
negatively impact our AUM, revenues, income, business and operations. As of the
time of this filing, as the COVID-19 pandemic continues to evolve, it is not
possible to predict the full extent to which the pandemic may adversely impact
our business, liquidity, capital resources, financial results and operations,
which impacts will depend on numerous developing factors that remain uncertain
and subject to change.
During our third fiscal quarter, the global equity markets continued to provide
strong positive returns, reflecting among other things, accelerated rollout of
COVID-19 vaccines in most developed economies and a decline in U.S. 10-year
treasury yields. The S&P 500 Index and MSCI World Index increased 8.6% and 7.9%
for the quarter and 29.3% each for the fiscal year to date. The global bond
markets turned positive as the Bloomberg Barclays Global Aggregate Index
increased 1.3% during the quarter, and remained essentially flat for the fiscal
year to date.
Our total AUM at June 30, 2021 was $1,552.1 billion, 9% higher than at
September 30, 2020 and 149% higher than at June 30, 2020. Simple monthly average
AUM ("average AUM") for the three and nine months ended June 30, 2021 increased
153% and 128% from the same periods in the prior fiscal year. The increases in
total AUM and average AUM from the same periods in the prior fiscal year is
primarily due to the Legg Mason, Inc. ("Legg Mason") acquisition.
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The business and regulatory environments in which we operate globally remain
complex, uncertain and subject to change. We are subject to various laws, rules
and regulations globally that impose restrictions, limitations, registration,
reporting and disclosure requirements on our business, and add complexity to our
global compliance operations.
Uncertainties regarding the global economy remain for the foreseeable future. As
we continue to confront the challenges of the current economic and regulatory
environments, we remain focused on the investment performance of our products
and on providing high quality service to our clients. We continuously perform
reviews of our business model. While we remain focused on expense management, we
will also seek to attract, retain and develop personnel and invest strategically
in systems and technology that will provide a secure and stable environment. We
will continue to seek to protect and further our brand recognition while
developing and maintaining broker-dealer and client relationships. The success
of these and other strategies may be influenced by the factors discussed in the
"Risk Factors" section set forth below.
RESULTS OF OPERATIONS
                                                     Three Months Ended                                          Nine Months Ended
                                                          June 30,                      Percent                      June 30,                      Percent
(in millions, except per share data)               2021               2020               Change               2021               2020               Change
Operating revenues1                            $ 2,172.9          $ 1,161.1                   87  %       $ 6,244.5          $ 3,861.5                   62  %
Operating income1                                  478.1              232.5                  106  %         1,343.5              945.3                   42  %
Net income attributable to
Franklin Resources, Inc.                           438.4              290.4                   51  %         1,165.5              720.0                   62  %
Diluted earnings per share                     $    0.86          $    0.58                   48  %       $    2.27          $    1.44                   58  %
Operating margin2                                   22.0  %            20.0  %                                 21.5  %            24.5  %

As adjusted (non-GAAP):3
Adjusted operating income                      $   601.2          $   270.8                  122  %       $ 1,732.2          $ 1,062.2                   63  %
Adjusted operating margin                           36.5  %            34.0  %                                 37.2  %            40.2  %

Adjusted net income                            $   493.7          $   348.9                   42  %       $ 1,270.6          $ 1,020.0                   25  %
Adjusted diluted earnings per share            $    0.96          $    0.70                   37  %       $    2.48          $    2.04                   22  %


__________________
1Effective with the quarter ended September 30, 2020, the Company changed the
presentation of its consolidated statements of income to include dividend and
interest income and other expenses from consolidated investment products in
non-operating income (expense). Amounts for the comparative prior fiscal periods
were reclassified to conform to the current presentation. These
reclassifications had no impact on previously reported net income attributable
to Franklin Resources, Inc.
2Defined as operating income divided by total operating revenues.
3"Adjusted operating income," "adjusted operating margin," "adjusted net income"
and "adjusted diluted earnings per share" are based on methodologies other than
generally accepted accounting principles. See "Supplemental Non-GAAP Financial
Measures" for definitions and reconciliations of these measures.
Operating income increased $245.6 million and $398.2 million for the three and
nine months ended June 30, 2021, as compared to the same periods in the prior
fiscal year, as 87% and 62% increases in operating revenues were partially
offset by 83% and 68% increases in operating expenses. The increases in
operating revenues and operating expenses for the three- and nine-month periods
were primarily due to the acquisition of Legg Mason. Net income attributable to
Franklin Resources, Inc. increased $148.0 million for the three months ended
June 30, 2021 due to the increase in operating income, partially offset by
higher taxes on income and lower other income, net, less the portion
attributable to noncontrolling interests. Net income attributable to Franklin
Resources, Inc. increased $445.5 million for the nine months ended June 30, 2021
due to the increase in operating income and higher other income, net, less the
portion attributable to noncontrolling interests, partially offset by higher
taxes on income.
Diluted earnings per share increased for the three and nine months ended
June 30, 2021 consistent with the increases in net income available to common
stockholders and the impacts of decreases in diluted average common shares
outstanding in both periods, primarily resulting from repurchases of shares of
our common stock during the twelve-month period ended June 30, 2021.
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Adjusted operating income increased $330.4 million and $670.0 million for the
three and nine months ended June 30, 2021 primarily due to 112% and 81%
increases in investment management fees, partially offset by 98% and 90%
increases in compensation and benefits expenses. The increases in investment
management fees and compensation and benefits expenses for the three- and
nine-month periods were primarily due to the acquisition of Legg Mason. Adjusted
net income increased $144.8 million and $250.6 million for the three and nine
months ended June 30, 2021 due to the increases in adjusted operating income,
partially offset by lower other income, net, less the portion attributable to
noncontrolling interests and higher taxes on income.
Adjusted diluted earnings per share increased for the three and nine months
ended June 30, 2021, consistent with the increases in adjusted net income and
the impacts of the decreases in diluted average common shares outstanding.
ASSETS UNDER MANAGEMENT
AUM by asset class was as follows:
                      June 30,       June 30,      Percent
(in billions)           2021           2020        Change
Fixed Income         $   658.1      $  211.3         211  %
Equity                   536.9         235.8         128  %
Multi-Asset              153.0         118.5          29  %
Alternative              140.8          46.8         201  %
Cash Management           63.3          10.4         509  %
Total                $ 1,552.1      $  622.8         149  %


In the first quarter of the fiscal year ending September 30, 2021 ("fiscal year
2021"), we revised our presentation of AUM to reflect changes in asset class of
certain legacy Legg Mason AUM as part of our post-acquisition onboarding
process.
AUM at June 30, 2021 increased 149% from June 30, 2020 driven by $797.4 billion
from the acquisition of Legg Mason as well as $182.1 billion from net market
change, distributions and other, partially offset by $27.9 billion of long-term
net outflows and $22.3 billion of cash management net outflows.
Average AUM and the mix of average AUM by asset class are shown below.
(in billions)                                     Average AUM                                               Mix of Average AUM
for the three months ended June                                                  Percent
30,                                          2021              2020               Change                 2021                2020
Fixed Income                             $   651.5          $  212.3                  207  %                 42  %              35  %
Equity                                       529.0             221.7                  139  %                 35  %              36  %
Multi-Asset                                  152.0             114.2                   33  %                 10  %              19  %
Alternative                                  135.3              46.5                  191  %                  9  %               8  %
Cash Management                               63.2              10.3                  514  %                  4  %               2  %
Total                                    $ 1,531.0          $  605.0                  153  %                100  %             100  %


(in billions)                                     Average AUM                    Percent                    Mix of Average AUM
for the nine months ended June 30,           2021              2020               Change                 2021                2020
Fixed Income                             $   657.5          $  231.7                  184  %                 44  %              35  %
Equity                                       492.9             246.6                  100  %                 33  %              38  %
Multi-Asset                                  144.1             119.4                   21  %                 10  %              18  %
Alternative                                  129.1              46.0                  181  %                  9  %               7  %
Cash Management                               65.8              10.3                  539  %                  4  %               2  %
Total                                    $ 1,489.4          $  654.0                  128  %                100  %             100  %



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Components of the change in AUM are shown below. Net market change,
distributions and other includes appreciation (depreciation), distributions to
investors that represent return on investments and return of capital, and
foreign exchange revaluation.
                                           Three Months Ended                                          Nine Months Ended
                                                June 30,                      Percent                      June 30,                      Percent
(in billions)                            2021               2020               Change               2021               2020               Change
Beginning AUM                       $   1,498.9          $  580.3                 158  %        $  1,418.9          $  692.6                 105  %
Long-term inflows                          83.7              35.1                 138  %             281.5             117.0                 141  %
Long-term outflows                        (90.3)            (46.4)                 95  %            (296.8)           (166.0)                 79  %
Long-term net flows                        (6.6)            (11.3)                (42  %)            (15.3)            (49.0)                (69  %)
Cash management net flows                  (2.2)             (0.3)                633  %             (11.2)              1.2                      NM
Total net flows                            (8.8)            (11.6)                (24  %)            (26.5)            (47.8)                (45  %)
Acquisitions                                  -               3.5                (100  %)                -               9.1                (100  %)
Net market change,
distributions and other                    62.0              50.6                  23  %             159.7             (31.1)                     NM
Ending AUM                          $   1,552.1          $  622.8                 149  %        $  1,552.1          $  622.8                 149  %


Components of the change in AUM by asset class were as follows: (in billions) for the three months ended


                                                       Cash
June 30, 2021                               Fixed Income           Equity           Multi-Asset           Alternative           Management            Total
AUM at April 1, 2021                      $       642.3          $ 511.9          $      148.2          $      131.1          $      65.4          $ 1,498.9
Long-term inflows                                  40.2             29.1                   8.6                   5.8                    -               83.7
Long-term outflows                                (38.1)           (40.6)                 (8.9)                 (2.7)                   -              (90.3)
Long-term net flows                                 2.1            (11.5)                 (0.3)                  3.1                    -               (6.6)
Cash management net flows                             -                -                     -                     -                 (2.2)              (2.2)
Total net flows                                     2.1            (11.5)                 (0.3)                  3.1                 (2.2)              (8.8)

Net market change, distributions
and other                                          13.7             36.5                   5.1                   6.6                  0.1               62.0
AUM at June 30, 2021                      $       658.1          $ 536.9          $      153.0          $      140.8          $      63.3          $ 1,552.1


(in billions)
for the three months ended                                                                                                         Cash
June 30, 2020                               Fixed Income           Equity           Multi-Asset           Alternative           Management           Total
AUM at April 1, 2020                      $       214.9          $ 200.9          $      107.4          $       46.4          $      10.7          $ 580.3
Long-term inflows                                  13.0             14.0                   6.3                   1.8                    -             35.1
Long-term outflows                                (21.4)           (17.1)                 (6.9)                 (1.0)                   -            (46.4)
Long-term net flows                                (8.4)            (3.1)                 (0.6)                  0.8                    -            (11.3)
Cash management net flows                             -                -                     -                     -                 (0.3)            (0.3)
Total net flows                                    (8.4)            (3.1)                 (0.6)                  0.8                 (0.3)           (11.6)
Acquisition                                           -                -                   3.5                     -                    -              3.5
Net market change, distributions
and other                                           4.8             38.0                   8.2                  (0.4)                   -             50.6
AUM at June 30, 2020                      $       211.3          $ 235.8          $      118.5          $       46.8          $      10.4          $ 622.8


AUM increased $53.2 billion or 4% during the three months ended June 30, 2021
due to $62.0 billion of net market change, distributions and other, partially
offset by $6.6 billion of long-term net outflows and $2.2 billion of cash
management net outflows. Net market change, distributions and other consists of
$66.1 billion of market appreciation and a $1.5 billion increase from foreign
exchange revaluation, partially offset by $5.6 billion of long-term
distributions. The market appreciation occurred in all long-term asset classes,
most significantly in the equity and fixed income asset classes, and reflected
positive returns in global equity and fixed income markets. The foreign exchange
revaluation resulted from AUM in products that are not U.S. dollar denominated,
which represented 11% of total AUM as of June 30, 2021, and was primarily due to
the weakening of the U.S. dollar against the Brazilian Real, Canadian dollar and
Euro, partially offset by strengthening of the U.S. dollar against the
Australian dollar.
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Long-term inflows increased 138% to $83.7 billion, as compared to the prior-year
period, and long-term outflows increased 95% to $90.3 billion due to higher
inflows and outflows in all long-term asset classes. Long-term outflows included
outflows of $7.0 billion from three institutional products, including two equity
redemptions of $3.7 billion and $2.2 billion, and $2.5 billion from six fixed
income funds, including $1.2 billion from five India credit funds that were
non-management fee earning which are in the process of winding up. Long-term
outflows were partially offset by inflows of $3.8 billion in two fixed income
funds, including the $1.0 billion launch of a closed-end fund.
AUM increased $42.5 billion during the three months ended June 30, 2020
primarily due to $50.6 billion of net market change, distributions and other and
$3.5 billion from an acquisition, partially offset by $11.3 billion of long-term
net outflows. Net market change, distributions and other consists of $52.8
billion of market appreciation and a $1.9 billion increase from foreign exchange
revaluation, partially offset by $4.1 billion of long-term distributions. The
market appreciation occurred in all long-term asset classes except the
alternative asset class, and reflected positive returns in global equity
markets. The foreign exchange revaluation was primarily due to the weakening of
the U.S. dollar against the Australian dollar, Canadian dollar, and Euro.
Long-term net outflows included outflows of $5.8 billion from six fixed income
funds, $0.9 billion from an equity fund and $0.6 billion from a multi-asset
fund, partially offset by inflows of $2.5 billion in two equity funds.
(in billions)
for the nine months ended                                                                                                          Cash
June 30, 2021                               Fixed Income           Equity           Multi-Asset           Alternative           Management            Total
AUM at October 1, 2020                    $       656.9          $ 438.1          $      129.4          $      122.1          $      72.4          $ 1,418.9
Long-term inflows                                 135.7            103.0                  27.5                  15.3                    -              281.5
Long-term outflows                               (142.1)          (118.8)                (27.0)                 (8.9)                   -             (296.8)
Long-term net flows                                (6.4)           (15.8)                  0.5                   6.4                    -              (15.3)
Cash management net flows                             -                -                     -                     -                (11.2)             (11.2)
Total net flows                                    (6.4)           (15.8)                  0.5                   6.4                (11.2)             (26.5)
Net market change, distributions
and other                                           7.6            114.6                  23.1                  12.3                  2.1              159.7
AUM at June 30, 2021                      $       658.1          $ 536.9          $      153.0          $      140.8          $      63.3          $ 1,552.1


(in billions)
for the nine months ended                                                                                                          Cash
June 30, 2020                               Fixed Income           Equity           Multi-Asset           Alternative           Management           Total
AUM at October 1, 2019                    $       250.6          $ 263.9          $      123.6          $       45.0          $       9.5          $ 692.6
Long-term inflows                                  45.3             44.8                  19.9                   7.0                    -            117.0
Long-term outflows                                (76.1)           (61.2)                (24.0)                 (4.7)                   -           (166.0)
Long-term net flows                               (30.8)           (16.4)                 (4.1)                  2.3                    -            (49.0)
Cash management net flows                             -                -                     -                     -                  1.2              1.2
Total net flows                                   (30.8)           (16.4)                 (4.1)                  2.3                  1.2            (47.8)
Acquisitions                                          -                -                   9.1                     -                    -              9.1
Net market change, distributions
and other                                          (8.5)           (11.7)                (10.1)                 (0.5)                (0.3)           (31.1)
AUM at June 30, 2020                      $       211.3          $ 235.8          $      118.5          $       46.8          $      10.4          $ 622.8


AUM increased $133.2 billion or 9% during the nine months ended June 30, 2021
due to $159.7 billion of net market change, distributions and other, partially
offset by $15.3 billion of long-term net outflows and $11.2 billion of cash
management net outflows. Net market change, distributions and other consists of
$179.9 billion of market appreciation and a $4.9 billion increase from foreign
exchange revaluation, partially offset by $25.1 billion of long-term
distributions. The market appreciation occurred in all asset classes, most
significantly in the equity and multi-asset asset classes, and reflected
positive returns in global equity markets. The foreign exchange revaluation
resulted from AUM in products that are not U.S. dollar denominated and was
primarily due to weakening of the U.S. dollar against the Canadian dollar,
Australian dollar, Pound Sterling and Brazilian Real, partially offset by
strengthening of the U.S. dollar against the Japanese Yen.
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Long-term inflows increased 141% to $281.5 billion, as compared to the
prior-year period, and long-term outflows increased 79% to $296.8 billion due to
higher inflows and outflows in all long-term asset classes partially reflecting
the increased AUM. Long-term outflows included outflows of $26.9 billion from
eleven institutional products, including a single fixed income redemption of
$5.9 billion, and two equity redemptions of $3.7 billion and $2.2 billion,
$10.2 billion from seven fixed income funds, including $2.5 billion from five
India credit funds that were non-management fee earning which are in the process
of winding up, $3.6 billion from two equity funds and $3.1 billion from a
multi-asset fund. Long-term outflows were partially offset by inflows of
$10.6 billion in three fixed income funds, including the $1.0 billion launch of
a closed-end fund, $5.3 billion in two institutional separate accounts,
$3.1 billion in a multi-asset fund and $3.0 billion in an equity fund.
Additionally, long-term outflows in the equity asset class included $2.1 billion
of exchanges that are included as long-term inflows in the multi-asset asset
class.
AUM decreased $69.8 billion during the nine months ended June 30, 2020 primarily
due to $49.0 billion of long-term net outflows and $31.1 billion of net market
change, distributions and other, slightly offset by $9.1 billion from
acquisitions. Long-term net outflows included outflows of $22.7 billion from six
fixed income funds, $3.6 billion from two equity funds, $2.3 billion from a
multi-asset fund and $1.7 billion from two institutional products, which were
partially offset by inflows of $3.8 billion from two equity funds and
$1.2 billion in a private open-end product. Net market change, distributions and
other consists of $20.5 billion of long-term distributions, $9.1 billion of
market depreciation among all asset classes and a $1.5 billion decrease from
foreign exchange revaluation. The foreign exchange revaluation was primarily due
to strengthening of the U.S. dollar against the Indian Rupee and Canadian
dollar, partially offset by weakening of the U.S. dollar against the Euro.
AUM by sales region was as follows:
                                     June 30,       June 30,      Percent
(in billions)                          2021           2020        Change
United States                       $ 1,151.2      $  439.7         162  %
International
Asia-Pacific                            161.1          74.1         117  %
Europe, Middle East and Africa          156.2          78.2         100  %
Latin America                            56.3          11.1         407  %
Canada                                   27.3          19.7          39  %
Total international                     400.9         183.1         119  %
Total                               $ 1,552.1      $  622.8         149  %


Average AUM by sales region was as follows:


                                             Three Months Ended                                                 Nine Months Ended
                                                  June 30,                      Percent                              June 30,                 Percent
(in billions)                               2021               2020              Change                           2021                2020     Change
United States                          $   1,130.1          $ 426.9                  165  %                             $ 1,087.8            $ 455.0              139  %
International
Asia-Pacific                                 163.9             73.1                  124  %                                 168.3               82.1              105  %
Europe, Middle East and Africa               153.8             75.1                  105  %                                 150.2               83.0               81  %
Latin America                                 56.1             10.7                  424  %                                  57.0               12.3              363  %
Canada                                        27.1             19.2                   41  %                                  26.1               21.6               21  %
Total international                          400.9            178.1                  125  %                                 401.6              199.0              102  %
Total                                  $   1,531.0          $ 605.0                  153  %                             $ 1,489.4            $ 654.0              128  %


The region in which investment products are sold may differ from the geographic area in which we provide investment management and related services to the products.


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Investment Performance Overview
A key driver of our overall success is the long-term investment performance of
our investment products. A measure of the performance of these products is the
percentage of AUM exceeding peer group medians and benchmarks. We compare the
relative performance of our mutual funds against peers, and of our strategy
composites against benchmarks. Higher long-term relative performance of our
mutual fund AUM during the nine months ended June 30, 2021 resulted in a
significant increase from September 30, 2020 to the peer group comparison for
the one-, five-, and ten-year periods. Approximately half of our mutual fund AUM
exceeded the peer group median comparisons for all periods presented. Our
composites generated strong long-term results with at least 68% of AUM exceeding
the benchmark comparisons for all periods presented, primarily driven by the
performance of our fixed income products which had at least 88% of AUM exceeding
the benchmark comparisons.
The performance of our mutual fund products against peer group medians and of
our composites against benchmarks is presented in the table below.
                                                             Peer Group Comparison1                                                         Benchmark Comparison2
                                                              % of Mutual Fund AUM                                                            % of Composite AUM
                                                         in Top Two Peer Group Quartiles                                                      Exceeding Benchmark
as of June 30, 2021                     1-Year              3-Year             5-Year             10-Year              1-Year              3-Year             5-Year             10-Year
Fixed Income                                 57  %              61  %              62  %               62  %                89  %              88  %              95  %               95  %
Equity                                       41  %              45  %              41  %               53  %                41  %              44  %              43  %               50  %
Total AUM3                                   54  %              46  %              56  %               63  %                68  %              70  %              73  %               75  %


__________________
1Mutual fund performance is sourced from Morningstar and measures the percent of
ranked AUM in the top two quartiles versus peers. Total mutual fund AUM measured
for the 1-, 3-, 5- and 10-year periods represents 42%, 42%, 41% and 39% of our
total AUM as of June 30, 2021.
2Composite performance measures the percent of composite AUM beating its
benchmark. The benchmark comparisons are based on each account's/composite's
(composites may include retail separately managed accounts and mutual fund
assets managed as part of the same strategy) return as compared to a market
index that has been selected to be generally consistent with the asset class of
the account/composite. Total composite AUM measured for the 1-, 3-, 5- and
10-year periods represents 69%, 68%, 68% and 63% of our total AUM as of June 30,
2021.
3Total mutual fund AUM includes performance of our multi-asset and alternative
AUM, and total composite AUM includes performance of our alternative AUM.
Multi-asset and alternative AUM represent 10% and 9% of our total AUM at
June 30, 2021.
Mutual fund performance data includes U.S. and cross-border domiciled mutual
funds and exchange-traded funds, and excludes cash management and fund of funds.
These results assume the reinvestment of dividends, are based on data available
as of July 9, 2021, and are subject to revision. While we remain focused on
achieving strong long-term performance, our future peer group and benchmarking
rankings may vary from our past performance.
Past performance is not indicative of future results. For AUM included in
institutional and retail separate accounts and investment funds managed in the
same strategy as separate accounts, performance comparisons are based on
gross-of-fee performance. For investment funds which are not managed in a
separate account format, performance comparisons are based on net-of-fee
performance. These performance comparisons do not reflect the actual performance
of any specific separate account or investment fund; individual separate account
and investment fund performance may differ. The information in this presentation
is provided solely for use in connection with this presentation, and is not
directed toward existing or potential clients of Franklin.
OPERATING REVENUES
The table below presents the percentage change in each operating revenue
category.
                                     Three Months Ended                         Nine Months Ended
                                          June 30,              Percent              June 30,              Percent
(in millions)                       2021           2020         Change         2021           2020         Change
Investment management fees       $ 1,697.3      $   809.2         110  %    $ 4,836.1      $ 2,697.1          79  %
Sales and distribution fees          416.9          302.1          38  %      1,227.4          995.3          23  %
Shareholder servicing fees            50.5           44.6          13  %        155.6          149.4           4  %
Other                                  8.2            5.2          58  %         25.4           19.7          29  %
Total Operating Revenues         $ 2,172.9      $ 1,161.1          87  %    $ 6,244.5      $ 3,861.5          62  %



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For the three and nine months ended June 30, 2021, the Legg Mason acquisition
had a significant impact on operating revenues; however, due to the continued
integration of the combined businesses, it is no longer practicable to
separately quantify the impact of the legacy Legg Mason business.
Investment Management Fees
Investment management fees are generally calculated under contractual
arrangements with our investment products and the products for which we provide
sub-advisory services as a percentage of AUM. Annual fee rates vary by asset
class and type of services provided. Fee rates for products sold outside of the
U.S. are generally higher than for U.S. products.
Investment management fees increased $888.1 million and $2,139.0 million for the
three and nine months ended June 30, 2021 primarily due to the acquisition of
Legg Mason, a 13% and 1% increase in average AUM and higher performance fees.
The increase in average AUM occurred primarily in the equity and multi-asset
asset classes, partially offset by fixed income asset class. The increase
occurred primarily in U.S. and Europe, Middle East and Africa sales regions,
partially offset by declines in Asia-Pacific and Latin America sales regions.
Our effective investment management fee rate excluding performance fees
(annualized investment management fees excluding performance fees divided by
average AUM) decreased to 41.8 and 41.7 basis points for the three and nine
months ended June 30, 2021, from 53.8 and 54.6 basis points for the same periods
in the prior fiscal year. The rate decreases were primarily due to the Legg
Mason acquisition, as the acquired products have a lower effective fee rate due
to a higher mix of institutional and fixed income AUM. The fee rate decrease for
the nine-month period was also due to a higher weighting of AUM in lower-fee
products.
Performance-based investment management fees were $102.6 million and
$189.7 million for the three and nine months ended June 30, 2021, and $0.2
million and $24.7 million for the same periods in the prior fiscal year. The
increases were primarily due to the Legg Mason acquisition, as well as improved
performance.
Our product offerings and global operations are diverse. As such, the impact of
future changes in AUM on investment management fees will be affected by the
relative mix of asset class, geographic region, distribution channel and
investment vehicle of the assets.
Sales and Distribution Fees
Sales and distribution fees primarily consist of upfront sales commissions and
ongoing distribution fees. Sales commissions are earned from the sale of certain
classes of sponsored funds at the time of purchase ("commissionable sales") and
may be reduced or eliminated depending on the amount invested and the type of
investor. Therefore, sales fees generally will change with the overall level of
gross sales, the size of individual transactions, and the relative mix of sales
between different share classes and types of investors.
Our sponsored mutual funds generally pay us distribution fees in return for
sales, marketing and distribution efforts on their behalf. The majority of our
U.S. mutual funds, with the exception of certain money market funds and certain
other funds specifically designed for purchase through separately managed
account programs, have adopted distribution plans under Rule 12b-1 (the
"Rule 12b-1 Plans") promulgated under the Investment Company Act of 1940. The
Rule 12b-1 Plans permit the funds to pay us for marketing, marketing support,
advertising, printing and sales promotion services relating to the distribution
of their shares, subject to the Rule 12b-1 Plans' limitations on amounts based
on daily average AUM. We earn distribution fees from our non-U.S. funds based on
daily average AUM.
Contingent sales charges are earned from investor redemptions within a
contracted period of time. Substantially all of these charges are levied on
certain shares sold without a front-end sales charge, and vary with the mix of
redemptions of these shares.
We pay substantially all of our sales and distribution fees to the financial
advisers, broker-dealers and other intermediaries that sell our funds on our
behalf. See the description of sales, distribution and marketing expenses below.
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Sales and distribution fees by revenue driver are presented below.
                                      Three Months Ended                    

Nine Months Ended


                                           June 30,                Percent             June 30,              Percent
(in millions)                          2021            2020        Change          2021          2020        Change
Asset-based fees                 $    332.0          $ 243.5         36  %     $    971.2      $ 802.9          21  %
Sales-based fees                       80.9             52.5         54  %          240.9        177.4          36  %
Contingent sales charges                4.0              6.1        (34  %)          15.3         15.0           2  %

Sales and Distribution Fees $ 416.9 $ 302.1 38 %

$ 1,227.4 $ 995.3 23 %




Asset-based distribution fees increased $88.5 million and $168.3 million for the
three and nine months ended June 30, 2021 primarily due to the acquisition of
Legg Mason and $35.6 million and $41.8 million from 15% and 5% increases in the
related average AUM. The increase for the nine-month period was partially offset
by a decrease of $36.5 million from a higher mix of lower-fee U.S. assets.
Sales-based fees increased $28.4 million and $63.5 million for the three and
nine months ended June 30, 2021 primarily due to the acquisition of Legg Mason
and $12.5 million and $11.8 million from higher commissionable sales.
Shareholder Servicing Fees
Substantially all shareholder servicing fees are earned from our sponsored funds
for providing transfer agency services, which include providing shareholder
statements, transaction processing, customer service and tax reporting. These
fees are primarily determined based on a percentage of AUM and either the number
of transactions in shareholder accounts or the number of shareholder accounts,
while fees from certain funds are based only on AUM. Shareholder servicing fees
also include fund reimbursements of expenses incurred while providing transfer
agency services.
Shareholder servicing fees increased $5.9 million and $6.2 million for the three
and nine months ended June 30, 2021 primarily due to the acquisition of Legg
Mason, which was substantially offset by lower levels of transactions for the
nine-month period.
Other
Other revenue increased $3.0 million and $5.7 million for the three and nine
months ended June 30, 2021 primarily due to higher miscellaneous fee revenues.
OPERATING EXPENSES
The table below presents the percentage change in each operating expense
category.
                                                     Three Months Ended                                          Nine Months Ended
                                                          June 30,                      Percent                      June 30,                      Percent
(in millions)                                       2021               2020              Change               2021               2020               Change
Compensation and benefits                      $     771.4          $ 386.5                  100  %       $ 2,229.2          $ 1,141.6                   95  %
Sales, distribution and marketing                    531.0            368.6                   44  %         1,579.3            1,236.4                   28  %
Information systems and technology                   121.8             62.1                   96  %           355.8              186.4                   91  %
Occupancy                                             54.6             31.5                   73  %           164.1              100.4                   63  %
Amortization of intangible assets                     58.0              4.7                      NM           174.1               13.9                  

NM


General, administrative and other                    158.0             75.2                  110  %           398.5              237.5                   68  %
Total Operating Expenses                       $   1,694.8          $ 928.6                   83  %       $ 4,901.0          $ 2,916.2                   68  %


For the three and nine months ended June 30, 2021, the Legg Mason acquisition
had a significant impact on operating expenses; however, due to the continued
integration of the combined businesses, it is no longer practicable to
separately quantify the impact of the legacy Legg Mason business.
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Compensation and Benefits
The components of compensation and benefits expenses are presented below.
                                                             Three Months Ended                                           Nine Months Ended
                                                                  June 30,                       Percent                      June 30,                      Percent
(in millions)                                               2021                2020              Change               2021               2020         

Change


Salaries, wages and benefits                          $    363.1             $ 235.8                  54  %        $ 1,082.1          $   727.5                   49  %
Variable compensation                                      365.3               126.5                 189  %            996.1              341.4                  192  %
Acquisition-related retention                               39.1                15.5                 152  %            129.2               64.0                  102  %
Special termination benefits                                 3.9                 8.7                 (55  %)            21.8                8.7                  151  %
Compensation and Benefits Expenses                    $    771.4             $ 386.5                 100  %        $ 2,229.2          $ 1,141.6

95 %




Salaries, wages and benefits increased $127.3 million and $354.6 million for the
three and nine months ended June 30, 2021 primarily due to the increase in
headcount as a result of the acquisition of Legg Mason.
Variable compensation increased $238.8 million and $654.7 million for the three
and nine months ended June 30, 2021 primarily due to variable compensation of
Legg Mason. The increase for the nine-month period also included $25.3 million
from acquisition-related pass through performance fees.
Acquisition-related retention expenses increased $23.6 million and $65.2 million
for the three and nine months ended June 30, 2021 primarily related to the
acquisition of Legg Mason.
Special termination benefits relate to workforce optimization initiatives
related to the acquisition of Legg Mason.
We expect to incur additional acquisition-related retention expenses of
approximately $30 million during the remainder of the current fiscal year, and
annual amounts beginning at approximately $130 million in the fiscal year ending
September 30, 2022 and decreasing over the following two fiscal years by
approximately $15 million and $25 million. At June 30, 2021, our global
workforce had increased to approximately 10,600 employees from approximately
9,500 at June 30, 2020.
We continue to place a high emphasis on our pay for performance philosophy. As
such, any changes in the underlying performance of our investment products or
changes in the composition of our incentive compensation offerings could have an
impact on compensation and benefit expenses going forward. However, in order to
attract and retain talented individuals, our level of compensation and benefit
expenses may increase more quickly or decrease more slowly than our revenue.
Sales, Distribution and Marketing
Sales, distribution and marketing expenses primarily relate to services provided
by financial advisers, broker-dealers and other intermediaries to our sponsored
funds, including marketing support services. Substantially all sales expenses
are incurred from the same commissionable sales transactions that generate sales
fee revenues and are determined as a percentage of sales. Substantially all
distribution expenses are incurred from assets that generate distribution fees
and are determined as a percentage of AUM. Marketing support expenses are based
on AUM, sales or a combination thereof. Also included is the amortization of
deferred sales commissions related to upfront commissions on shares sold without
a front-end sales charge. The deferred sales commissions are amortized over the
periods in which commissions are generally recovered from related revenues.
Sales, distribution and marketing expenses by cost driver are presented below.
                                                    Three Months Ended                                           Nine Months Ended
                                                         June 30,                       Percent                      June 30,                      Percent
(in millions)                                      2021                2020              Change               2021               2020               Change
Asset-based expenses                         $    430.7             $ 296.1                   45  %       $ 1,282.3          $   991.1                  29  %
Sales-based expenses                               79.9                53.9                   48  %           238.2              185.2                  29  %
Amortization of deferred sales
commissions                                        20.4                18.6                   10  %            58.8               60.1                  (2  %)
Sales, Distribution and Marketing            $    531.0             $ 368.6                   44  %       $ 1,579.3          $ 1,236.4                  28  %


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Asset-based expenses increased $134.6 million and $291.2 million for the three
and nine months ended June 30, 2021 primarily due to the acquisition of Legg
Mason and $38.8 million and $32.2 million from 14% and 4% increases in the
related average AUM. Distribution expenses are generally not directly correlated
with distribution fee revenues due to certain fee structures that do not provide
full recovery of distribution costs.
Sales-based expenses increased $26.0 million and $53.0 million for the three and
nine months ended June 30, 2021 primarily due to the acquisition of Legg Mason
and $11.5 million and $10.9 million from higher commissionable sales.
Information Systems and Technology
Information systems and technology expenses increased $59.7 million and
$169.4 million for the three and nine months ended June 30, 2021 primarily due
to the acquisition of Legg Mason.
Occupancy
Occupancy expenses increased $23.1 million and $63.7 million for the three and
nine months ended June 30, 2021 primarily due to an increase in leased office
space as a result of the Legg Mason acquisition.
Amortization of intangible assets
Amortization of intangible assets increased $53.3 million and $160.2 million for
the three and nine months ended June 30, 2021, primarily related to the
intangible assets recognized as part of the acquisition of Legg Mason.
General, Administrative and Other
General, administrative and other operating expenses primarily consist of
professional fees, fund-related service fees payable to external parties,
advertising and promotion, travel and entertainment, and other miscellaneous
expenses.
General, administrative and other operating expenses increased $82.8 million and
$161.0 million for the three and nine months ended June 30, 2021, primarily due
to the acquisition of Legg Mason and $43.0 million of closed-end fund product
launch costs. The increase for the nine-month period was also due to increases
of $11.3 million in professional fees and $11.2 million in third-party fees
primarily for sub-advisory and fund administration services, partially offset by
decreases of $20.0 million in advertising and promotion expenses and $15.0
million in travel and entertainment expenses, both primarily due to lower
activity levels. The increase for the three-month period was also partially
offset by decrease of $9.1 million in advertising and promotion expenses due to
lower activity levels.
OTHER INCOME (EXPENSES)
Other income (expenses) consisted of the following:
                                                   Three Months Ended                                          Nine Months Ended
                                                        June 30,                       Percent                      June 30,                     Percent
(in millions)                                     2021                2020              Change               2021              2020               Change
Investment and other income
(losses), net                              $     52.9               $ 49.6                    7  %       $   197.2          $  (63.5)                     NM
Interest expense                                (25.7)                (5.2)                 394  %           (71.3)            (15.0)                 375  %
Investment and other income (losses)
of consolidated investment products,
net                                              61.0                  0.3                      NM           263.3             (25.4)                   

NM


Expenses of consolidated investment
products                                        (10.9)                (7.4)                  47  %           (26.5)            (23.1)                  15  %
Other Income (Expenses), Net               $     77.3               $ 37.3                  107  %       $   362.7          $ (127.0)

NM




In the quarter ended September 30, 2020, the Company changed the presentation of
its consolidated statements of income to include dividend and interest income
and other expenses from consolidated investment products ("CIPs") in other
income, net. Amounts for the comparative prior fiscal year period have been
reclassified to conform to the current presentation. See Note 1 - Basis of
Presentation in the notes to consolidated financial statements in Item 1 of
Part I of this Form 10­Q.
Investment and other income (losses), net consists primarily of income (losses)
from equity method investees, gains (losses) on investments held by the Company,
gains (losses) on derivatives, foreign currency exchange gains (losses) and
rental income from excess owned space in our San Mateo, California corporate
headquarters and other office buildings which we lease to third parties.
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Investment and other income (losses), net increased $3.3 million and $260.7
million for the three and nine months ended June 30, 2021, primarily due to
income from equity method investees and gains on investments held by the
Company, partially offset by losses on derivatives and a decrease in dividend
income.
Equity method investees generated income of $39.4 million and $123.8 million for
the three and nine months ended June 30, 2021, as compared to income of $10.0
million and losses of $110.3 million in the prior year three- and nine-month
periods. The current year periods reflect continued recovery in market
valuations of investments held by various global equity funds. In the prior
year, the nine-month period reflected steep declines in market valuations of
investments held primarily by two global equity funds amid global concerns about
the COVID-19 pandemic, while the three-month period reflected partial recovery
in the market valuations of those investments.
Investments held by the Company generated net gains of $17.3 million and $76.2
million for the three and nine months ended June 30, 2021, as compared to net
gains of $42.3 million and net losses of $29.3 million in the prior year three-
and nine-month periods, primarily from various separate accounts and
nonconsolidated funds, and in the current year periods, assets invested for Legg
Mason deferred compensation plans.
Dividend income decreased $3.6 million and $38.4 million for the three- and
nine-month periods primarily due to lower yields on money market funds and for
the three-month period lower investments in money market funds.
Derivatives generated $9.1 million and $25.2 million of losses for the three-
and nine-month periods as compared to a loss of $20.2 million in the prior year
three-month period and a gain of $8.9 million in the prior year nine-month
period.
Interest expense increased $20.5 million and $56.3 million for the three- and
nine-month periods, primarily due to interest expense recognized on debt of Legg
Mason and the 1.600% senior unsecured unsubordinated notes issued in October
2020.
Investment and other income (losses) of consolidated investment products, net
consists of dividend and interest income and investment gains (losses) on
investments held by CIPs. Expenses of consolidated investment products primarily
consists of fund-related expenses, including professional fees and other
administrative expenses, and interest expense. Significant portions of the
investment and other income (losses) of consolidated investment products, net
and expenses of consolidated investment products are offset in noncontrolling
interests in our consolidated statements of income.
Investment and other income (losses) of consolidated investment products, net,
increased $60.7 million and $288.7 million for the three- and nine-month
periods, primarily due to a $59.9 million and $285.8 million increase in net
gains on investments held by CIPs, largely related to holdings of various
alternative, fixed income and equity funds.
Expenses of consolidated investments products increased $3.5 million and $3.4
million for the three- and nine-month periods. The increases in the three- and
nine-month periods were primarily due to higher expenses incurred by an
alternative fund.
Our investments in sponsored funds include initial cash investments made in the
course of launching mutual fund and other investment product offerings, as well
as investments for other business reasons. The market conditions that impact our
AUM similarly affect the investment income earned or losses incurred on our
investments in sponsored funds.
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Our cash, cash equivalents and investments portfolio by asset class and
accounting classification at June 30, 2021, excluding third-party assets of
CIPs, was as follows:
                                                                  Accounting Classification1
                                       Cash and             Investments             Equity                                            Direct
                                         Cash                   at                  Method                                          Investments           Total Direct
(in millions)                         Equivalents           Fair Value            Investments           Other Investments             in CIPs              Portfolio
Cash and Cash Equivalents           $    3,856.2          $          -          $          -          $                -          $          -          $     3,856.2
Investments
Fixed Income                                   -                 245.3                  36.9                        36.7                 286.1                  605.0
Equity                                         -                 245.7                 476.7                        36.4                 172.5                  931.3
Multi-Asset                                    -                  38.3                   5.5                           -                  76.7                  120.5
Alternative                                    -                 105.8                 388.1                           -                 422.4                  916.3
Total investments                              -                 635.1                 907.2                        73.1                 957.7                2,573.1
Total Cash and Cash Equivalents and
Investments                         $    3,856.2          $      635.1          $      907.2          $             73.1          $      957.7          $     6,429.3



______________
1See Note 1 - Significant Accounting Policies and Note 6 - Investments in the
notes to consolidated financial statements in Item 8 of Part II of our Form 10-K
for fiscal year 2020 for information on investment accounting classifications.
TAXES ON INCOME
Our effective income tax rate was 15.1% and 20.8% for the three and nine months
ended June 30, 2021, as compared to 6.0% and 19.3% for the three and nine months
ended June 30, 2020. The rate increases were primarily due to prior year tax
benefits from capital losses subsequent to the change in corporate tax structure
of a foreign holding company to a U.S. branch, partially offset by net income
attributable to noncontrolling interests as compared to net losses in the prior
fiscal year. The rate increase for the three-month period was partially offset
by the benefits from the release of the valuation allowance for interest expense
carryforward.
During the nine months ended June 30, 2021, we reversed gross unrecognized tax
benefits of $29.3 million related to the completion of the tax authorities'
examination of Legg Mason's fiscal years 2018 and 2019. The reversal of the tax
benefits did not significantly impact the effective income tax rate as the
benefits were offset by a valuation allowance related to tax attribute
carryforwards.
Our effective income tax rate reflects the relative contributions of earnings in
the jurisdictions in which we operate, which have varying tax rates. Changes in
our pre-tax income mix, tax rates or tax legislation in such jurisdictions may
affect our effective income tax rate and net income.
SUPPLEMENTAL NON-GAAP FINANCIAL MEASURES
As supplemental information, we are providing performance measures for "adjusted
operating income," "adjusted operating margin," "adjusted net income" and
"adjusted diluted earnings per share," each of which is based on methodologies
other than generally accepted accounting principles ("non-GAAP measures").
Management believes these non-GAAP measures are useful indicators of our
financial performance and may be helpful to investors in evaluating our relative
performance against industry peers as these measures exclude the impact of CIPs
and mitigate the margin variability related to sales and distribution revenues
and expenses across multiple distribution channels globally. These measures also
exclude performance-based investment management fees which are fully passed
through as compensation and benefits expense per the terms of a previous
acquisition by Legg Mason and have no impact on net income. These non-GAAP
measures also exclude acquisition-related expenses, certain items which
management considers to be nonrecurring, unrealized investment gains and losses
included in investment and other income (losses), net, and the related income
tax effect of these adjustments, as applicable. These non-GAAP measures also
exclude the impact on compensation and benefits expense from gains and losses on
investments made to fund deferred compensation plans and on seed investments
under certain historical revenue sharing arrangements, which is offset in
investment and other income (losses), net.
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"Adjusted operating income," "adjusted operating margin," "adjusted net income"
and "adjusted diluted earnings per share" are defined below, followed by
reconciliations of operating income, operating margin, net income attributable
to Franklin Resources, Inc. and diluted earnings per share on a U.S. GAAP basis
to these non-GAAP measures. Non-GAAP measures should not be considered in
isolation from, or as substitutes for, any financial information prepared in
accordance with U.S. GAAP, and may not be comparable to other similarly titled
measures of other companies. Additional reconciling items may be added in the
future to these non-GAAP measures if deemed appropriate.
Adjusted Operating Income
We define adjusted operating income as operating income adjusted to exclude the
following:
•Elimination of operating revenues upon consolidation of investment products.
•Acquisition-related retention compensation.
•Impact on compensation and benefits expense from gains and losses on
investments related to Legg Mason deferred compensation plans and seed
investments, which is offset in investment and other income (expense), net.
•Other acquisition-related expenses including professional fees and technology
costs.
•Amortization and impairment of intangible assets.
•Special termination benefits related to workforce optimization initiatives
related to the acquisition of Legg Mason on July 31, 2020.
Adjusted Operating Margin
We calculate adjusted operating margin as adjusted operating income divided by
adjusted operating revenues. We define adjusted operating revenues as operating
revenues adjusted to exclude the following:
•Acquisition-related performance-based investment management fees which are
passed through as compensation and benefits expense.
•Sales and distribution fees and a portion of investment management fees
allocated to cover sales, distribution and marketing expenses paid to the
financial advisers and other intermediaries who sell our funds on our behalf.
•Elimination of operating revenues upon consolidation of investment products.

Adjusted Net Income
We define adjusted net income as net income attributable to Franklin Resources,
Inc. adjusted to exclude the following:
•Activities of CIPs, including investment and other income (losses), net, and
income (loss) attributable to noncontrolling interests, net of revenues
eliminated upon consolidation of investment products.
•Acquisition-related retention compensation.
•Other acquisition-related expenses including professional fees and technology
costs.
•Amortization and impairment of intangible assets.
•Special termination benefits related to workforce optimization initiatives
related to the acquisition of Legg Mason on July 31, 2020.
•Net gains or losses on investments related to Legg Mason deferred compensation
plans which are not offset by compensation and benefits expense.
•Unrealized investment gains and losses other than those that are offset by
compensation and benefits expense.
•Interest expense for amortization of Legg Mason debt premium from
acquisition-date fair value adjustment.
•Net income tax expense of the above adjustments based on the respective blended
rates applicable to the adjustments.
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Adjusted Diluted Earnings Per Share
We define adjusted diluted earnings per share as diluted earnings per share
adjusted to exclude the per share impacts of the adjustments applied to net
income in calculating adjusted net income.
In calculating adjusted operating income, adjusted operating margin, adjusted
net income and adjusted diluted earnings per share, we adjust for activities of
CIPs because the impact of consolidated products is not considered reflective of
the underlying results of our operations. We adjust for acquisition-related
retention compensation, other acquisition-related expenses, amortization and
impairment of intangible assets and interest expense for amortization of the
Legg Mason debt premium to facilitate comparability of our operating results
with the results of other asset management firms. We adjust for special
termination benefits related to workforce optimization initiatives related to
the acquisition of Legg Mason because these items are deemed nonrecurring. In
calculating adjusted net income and adjusted diluted earnings per share, we
adjust for unrealized investment gains and losses included in investment and
other income (losses), net and net gains or losses on investments related to
Legg Mason deferred compensation plans which are not offset by compensation and
benefits expense because these items primarily relate to seed and strategic
investments which have been and are generally expected to be held long term.
The calculations of adjusted operating income, adjusted operating margin,
adjusted net income and adjusted diluted earnings per share are as follows:
                                                               Three Months Ended                         Nine Months Ended
                                                                    June 30,                                   June 30,
(in millions)                                              2021                 2020                 2021                  2020
Operating income                                       $       478.1       $         232.5       $     1,343.5       $          945.3
Add (subtract):
Elimination of operating revenues upon
consolidation of investment products1                            5.2                   5.0                16.7                   17.9
Acquisition-related retention                                   39.1                  15.5               129.2                   64.0
Compensation and benefits expense from gains on
deferred compensation and seed investments, net                  9.6                     -                23.9                      -
Other acquisition-related expenses                               7.3                   4.4                23.0                    9.6
Amortization of intangible assets                               58.0                   4.7               174.1                   13.9
Impairment of intangible assets                                    -                     -                   -                    2.8
Special termination benefits                                     3.9                   8.7                21.8                    8.7
Adjusted operating income                              $       601.2       $         270.8       $     1,732.2       $        1,062.2

Total operating revenues                               $     2,172.9       $       1,161.1       $     6,244.5       $        3,861.5
Add (subtract):
Acquisition-related pass through performance
fees                                                               -                     -              (25.3)                      -
Sales and distribution fees                                  (416.9)               (302.1)           (1,227.4)                (995.3)
Allocation of investment management fees for
sales, distribution and marketing expenses                   (114.1)                (66.5)             (351.9)                (241.1)
Elimination of operating revenues upon
consolidated of investment products1                             5.2                   5.0                16.7                   17.9
Adjusted operating revenues                            $     1,647.1       $         797.5       $     4,656.6       $        2,643.0

Operating margin                                               22.0%                 20.0%               21.5%                  24.5%
Adjusted operating margin                                      36.5%                 34.0%               37.2%                  40.2%


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