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, financial performance and market conditions. 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, including pandemic-related risks,
market and volatility risks, investment performance and reputational risks,
global operational risks, competition and distribution risks, third-party risks,
technology and security risks, human capital risks, cash management risks, and
legal and regulatory risks. 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
and/or discussed under the headings "Risk Factors" and "Quantitative and
Qualitative Disclosures About Market Risk" in our Annual Report on Form 10-K for
the fiscal year ended September 30, 2022 ("fiscal year 2022").

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 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 Annual Report on Form 10-K for the fiscal year 2022 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. Related 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®, Alcentra®, Benefit Street Partners®,
Brandywine Global Investment Management®, Clarion Partners®, ClearBridge
Investments®, Fiduciary Trust International™, Franklin Bissett®, Franklin Mutual
Series®, K2®, Lexington Partners®, Martin Currie®, O'Shaughnessy® Asset
Management, Royce® Investment Partners and Western Asset Management Company®. We
offer a broad product mix of fixed income, equity, alternative, multi-asset 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.
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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 of our
Annual Report on Form 10-K for the fiscal year 2022, 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 the fees charged
for our services, which are based on contracts with our funds and customers,
fund sales, and the number of shareholder transactions and accounts. These
arrangements could change in the future.

During our first fiscal quarter, global equity markets provided positive returns
reflecting indications that central banks may begin to slow the pace of monetary
policy tightening, signs that elevated inflation could be softening, and strong
corporate earnings in certain sectors. The S&P 500 Index and MSCI World Index
increased 7.6% and 9.9% for the quarter. The global bond markets remained
positive as the Bloomberg Global Aggregate Index increased 4.6% during the
quarter, reflecting expectations of easing monetary policy.

Our total AUM at December 31, 2022 was $1,387.7 billion, 7% higher than at
September 30, 2022 and 12% lower than at December 31, 2021. Monthly average AUM
("average AUM") for the three months ended December 31, 2022 decreased 13% from
the same period in the prior fiscal year.

On November 1, 2022, we acquired BNY Alcentra Group Holdings, Inc. (together
with its subsidiaries, "Alcentra"), one of the largest European credit and
private debt managers, with global expertise in senior secured loans, high yield
bonds, private credit, structured credit, special situations and multi-strategy
credit strategies, for cash consideration of $587.3 million, which includes
$188.3 million for certain securities held in Alcentra's collateralized loan
obligations; deferred consideration of $60.4 million due November 1, 2023; and
contingent consideration to be paid upon the achievement of certain performance
thresholds over the next four years of up to $350.0 million that had an
acquisition-date fair value of $24.6 million.

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 of our Annual Report on Form 10-K for the fiscal year
2022.
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RESULTS OF OPERATIONS

                                                                                   Three Months Ended
                                                                                      December 31,                   Percent
(in millions, except per share data)                                                     2022              2021      Change
Operating revenues                                                                             $  1,967.1         $     2,224.0           (12  %)
Operating income                                                                                    194.0                 557.7           (65  %)
Operating margin1                                                                                  9.9  %               25.1  %

Net income attributable to Franklin Resources, Inc.                                            $    165.6         $       453.2           (63  %)
Diluted earnings per share                                                                           0.32                  0.88           (64  %)

As adjusted (non-GAAP):2
Adjusted operating income                                                                      $    395.1         $       685.9           (42  %)
Adjusted operating margin                                                                         27.5  %               39.8  %

Adjusted net income                                                                            $    262.4         $       553.6           (53  %)
Adjusted diluted earnings per share                                                                  0.51                  1.08           (53  %)


_________________


1Defined as operating income divided by operating revenues.
2"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.

ASSETS UNDER MANAGEMENT

AUM by asset class was as follows:



                      December 31,       December 31,       Percent
(in billions)             2022               2021           Change
Fixed Income         $       494.8      $       642.1        (23  %)
Equity                       419.1              563.4        (26  %)
Alternative                  257.4              154.3         67  %
Multi-Asset                  141.4              154.0         (8  %)
Cash Management               75.0               64.3         17  %
Total                $     1,387.7      $     1,578.1        (12  %)

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 December                                                   Percent
31,                                              2022               2021               Change               2022                2021
Fixed Income                                 $   490.3          $   642.4                 (24  %)               36  %              41  %
Equity                                           417.3              549.3                 (24  %)               31  %              35  %
Alternative                                      240.4              149.4                  61  %                18  %              10  %
Multi-Asset                                      138.6              151.7                  (9  %)               10  %              10  %
Cash Management                                   66.9               61.4                   9  %                 5  %               4  %
Total                                        $ 1,353.5          $ 1,554.2                 (13  %)              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
                                                                            December 31,                 Percent
(in billions)                                                              2022                 2021      Change
Beginning AUM                                                                     $ 1,297.4            $ 1,530.1               (15  %)
Long-term inflows                                                                      70.5                107.0               (34  %)
Long-term outflows                                                                    (81.4)               (82.9)               (2  %)
Long-term net flows                                                                   (10.9)                24.1                    NM
Cash management net flows                                                              17.5                  5.8                  202%
Total net flows                                                                         6.6                 29.9                 (78%)
Acquisitions                                                                           34.9                  7.7                  353%
Net market change, distributions and other                                             48.8                 10.4                  369%
Ending AUM                                                                        $ 1,387.7            $ 1,578.1               (12  %)

Components of the change in AUM by asset class were as follows:



(in billions)
for the three months ended                                                                                                         Cash
December 31, 2022                           Fixed Income           Equity           Alternative           Multi-Asset           Management            Total
AUM at October 1, 2022                    $       490.9          $ 392.3          $      225.1          $      131.5          $      57.6          $ 1,297.4
Long-term inflows                                  28.5             27.2                   6.5                   8.3                    -               70.5
Long-term outflows                                (41.8)           (26.9)                 (6.8)                 (5.9)                   -              (81.4)
Long-term net flows                               (13.3)             0.3                  (0.3)                  2.4                    -              (10.9)
Cash management net flows                             -                -                     -                     -                 17.5               17.5
Total net flows                                   (13.3)             0.3                  (0.3)                  2.4                 17.5                6.6
Acquisition                                           -                -                  34.9                     -                    -               34.9
Net market change, distributions
and other                                          17.2             26.5                  (2.3)                  7.5                 (0.1)              48.8
AUM at December 31, 2022                  $       494.8          $ 419.1          $      257.4          $      141.4          $      75.0          $ 1,387.7



AUM increased $90.3 billion, or 7%, during the three months ended December 31,
2022 due to the positive impact of $48.8 billion of net market change,
distributions and other, $34.9 billion from an acquisition, and $17.5 billion of
cash management net inflows, partially offset by $10.9 billion of long-term net
outflows. Long-term net outflows included a $2.1 billion fixed income
institutional redemption that had minimal impact on revenue. Net market change,
distributions and other primarily consists of $58.5 billion of market
appreciation, an $8.8 billion increase from foreign exchange revaluation,
partially offset by $18.5 billion of long-term distributions. The market
appreciation occurred in all asset classes with the exception of the alternative
asset class and reflected positive returns in the global equity and fixed income
markets. Foreign exchange revaluation from AUM in products that are not U.S.
dollar denominated was primarily due to a weaker U.S. dollar compared to the
Euro, Japanese Yen, Australian dollar and Pound Sterling.

Long-term inflows decreased 34% to $70.5 billion, as compared to the prior year
period, driven by lower inflows in equity, multi-asset, and fixed income open
end funds, fixed income institutional separate accounts, sub-advised CITs, and
equity retail separate accounts. Decreased inflows for open end mutual funds
include the impact of lower reinvested distributions, which were $12.1 billion
in the current year quarter, as compared to $23.5 billion in the prior year
quarter. Long-term outflows decreased 2% to $81.4 billion due to lower outflows
in equity open end funds and multi-asset and equity sub-advised mutual funds,
partially offset by higher outflows in fixed income and alternative
institutional separate accounts, fixed income open end funds, and alternative
private open end funds.
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(in billions)
for the three months ended                                                                                                         Cash
December 31, 2021                           Fixed Income           Equity           Alternative           Multi-Asset           Management            Total
AUM at October 1, 2021                    $       650.3          $ 523.6          $      145.2          $      152.4          $      58.6          $ 1,530.1
Long-term inflows                                  43.7             46.1                   6.1                  11.1                    -              107.0
Long-term outflows                                (35.6)           (33.4)                 (3.1)                (10.8)                   -              (82.9)
Long-term net flows                                 8.1             12.7                   3.0                   0.3                    -               24.1
Cash management net flows                             -                -                     -                     -                  5.8                5.8
Total net flows                                     8.1             12.7                   3.0                   0.3                  5.8               29.9
Acquisitions                                          -              4.6                   0.8                   2.3                    -                7.7
Net market change, distributions
and other                                         (16.3)            22.5                   5.3                  (1.0)                (0.1)              10.4
AUM at December 31, 2021                  $       642.1          $ 563.4          $      154.3          $      154.0          $      64.3          $ 1,578.1


AUM increased $48.0 billion, or 3%, during the three months ended December 31,
2021 due to $24.1 billion of long-term net inflows, the positive impact of
$10.4 billion of net market change, distributions and other, $7.7 billion from
acquisitions and $5.8 billion of cash management net inflows. Net market change,
distributions and other consists of $41.8 billion of market appreciation,
partially offset by $30.1 billion of long-term distributions and a $1.3 billion
decrease from foreign exchange revaluation. The market appreciation occurred
primarily in the equity asset class, partially offset by depreciation in the
fixed income asset class. The foreign exchange revaluation resulted from AUM in
products that are not U.S. dollar denominated, which represented 11% of total
AUM as of December 31, 2021, and was primarily due to the strengthening of the
U.S. dollar against the Japanese Yen, Euro and Brazilian Real, partially offset
by weakening of the U.S. dollar against the Australian dollar.

Long-term inflows increased 29% to $107.0 billion, as compared to the prior
quarter period, due to higher inflows in all long-term asset classes including
$7.4 billion in net client accounts related to the newly joined Investment Grade
Credit team as well as $23.5 billion of reinvested distributions. Long-term
outflows decreased 11% to $82.9 billion due to lower outflows in the fixed
income and equity asset classes. Long-term outflows in the multi-asset asset
class included a $3.6 billion institutional redemption.

AUM by sales region was as follows:



                                     December 31,       December 31,       Percent
(in billions)                            2022               2021           Change
United States                       $       993.1      $     1,186.5        (16  %)
International
Asia-Pacific                                123.4              155.0        (20  %)
Europe, Middle East and Africa              156.4              156.2          0  %
Americas, excl. U.S.                        114.8               80.4         43  %
Total international                         394.6              391.6          1  %
Total                               $     1,387.7      $     1,578.1        (12  %)


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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.

The performance of our mutual fund products against peer group medians and of our strategy composites against benchmarks is presented in the table below.



                                                                     Peer Group Comparison1                                                          Benchmark Comparison2
                                                                      % of Mutual Fund AUM                                                        % of Strategy Composite AUM
                                                                 in Top Two Peer Group Quartiles                                                       Exceeding Benchmark
as of December 31, 2022                         1-Year              3-Year             5-Year             10-Year               1-Year               3-Year             5-Year             10-Year
Fixed Income                                         45  %              44  %              39  %               69  %                  27  %              40  %              50  %               90  %
Equity                                               52  %              50  %              56  %               61  %                  58  %              49  %              52  %               37  %
Total AUM3                                           57  %              56  %              57  %               55  %                  52  %              54  %              59  %               67  %


__________________
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 35%, 35%, 35% and 33% of our
total AUM as of December 31, 2022.
2Strategy composite performance measures the percent of composite AUM beating
its benchmark. The benchmark comparisons are based on each account's/composite's
(strategy 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 strategy composite AUM measured for the 1-, 3-, 5-
and 10-year periods represents 56%, 56%, 55% and 47% of our total AUM as of
December 31, 2022.
3Total mutual fund AUM includes performance of our alternative and multi-asset
funds, and total strategy composite AUM includes performance of our alternative
composites. Alternative and multi-asset AUM represent 19% and 10% of our total
AUM at December 31, 2022.

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 January 10, 2023, and are subject to revision.

Past performance is not indicative of future results. For AUM included in
institutional and retail separately managed 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 document, 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
                                                      December 31,                   Percent
(in millions)                                             2022               2021    Change
Investment management fees                                      $ 1,631.8          $ 1,760.5        (7  %)
Sales and distribution fees                                         291.9              398.2       (27  %)
Shareholder servicing fees                                           33.4               47.7       (30  %)
Other                                                                10.0               17.6       (43  %)
Total Operating Revenues                                        $ 1,967.1

$ 2,224.0 (12 %)


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Investment Management Fees



Investment management fees decreased $128.7 million for the three months ended
December 31, 2022 primarily due to a 13% decrease in average AUM, partially
offset by higher performance fees. The decrease in average AUM occurred
primarily in the fixed income and equity asset classes, partially offset by an
increase in the alternative asset class that includes the acquisition of
Lexington Partners L.P. ("Lexington") and Alcentra.

Our effective investment management fee rate excluding performance fees (annualized investment management fees excluding performance fees divided by average AUM) increased to 41.7 basis points for the three months ended December 31, 2022, from 41.4 basis points for the same period in the prior fiscal year.



Performance fees were $209.0 million and $139.9 million for the three months
ended December 31, 2022 and 2021. The increase was primarily due to $144.5
million of performance fees earned by Lexington, which were passed through as
compensation expense per the terms of the acquisition agreement, partially
offset by lower performance fees earned by our other alternative specialist
investment managers.

Sales and Distribution Fees

Sales and distribution fees by revenue driver are presented below.



                                                     Three Months Ended
                                                        December 31,                  Percent
(in millions)                                                 2022             2021   Change
Asset-based fees                                                    $ 245.0          $ 321.9       (24  %)
Sales-based fees                                                       46.9             76.3       (39  %)
Sales and Distribution Fees                                         $ 291.9

$ 398.2 (27 %)




Asset-based distribution fees decreased $76.9 million for the three months ended
December 31, 2022 primarily due to a 21% decrease in the related average AUM and
a higher mix of lower-fee assets.

Sales-based fees decreased $29.4 million for the three months ended December 31, 2022 primarily due to a 40% decrease in commissionable sales.

Shareholder Servicing Fees



Shareholder servicing fees decreased $14.3 million for the three months ended
December 31, 2022 primarily due to lower levels of related AUM, a reduction in
fee rates charged for transfer agency services in the U.S., and fewer
transactions.

Other



Other revenue decreased $7.6 million for the three months ended December 31,
2022 primarily due to lower real estate transaction fees earned by certain of
our alternative asset managers.

OPERATING EXPENSES



The table below presents the percentage change in each operating expense
category.

                                                          Three Months Ended
                                                             December 31,                   Percent
(in millions)                                                    2022               2021    Change
Compensation and benefits                                              $   979.2          $   802.6        22  %
Sales, distribution and marketing                                          388.6              510.1       (24  %)
Information systems and technology                                         121.4              123.8        (2  %)
Occupancy                                                                   54.5               56.3        (3  %)
Amortization of intangible assets                                           83.2               58.3        43  %
General, administrative and other                                          146.2              115.2        27  %
Total Operating Expenses                                               $ 1,773.1          $ 1,666.3         6  %


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Compensation and Benefits

The components of compensation and benefits expenses are presented below.



                                                                                  Three Months Ended
                                                                                     December 31,               Percent
(in millions)                                                                        2022               2021     Change

Salaries, wages and benefits                                                                $ 360.6            $ 349.8                 3  %
Incentive compensation                                                                        383.9              405.5                (5  %)
Acquisition-related retention                                                                  63.6               40.0                59  %
Acquisition-related performance fee pass through                                              144.5                0.4                    NM
Other1                                                                                         26.6                6.9               286  %
Compensation and Benefits Expenses                                                          $ 979.2            $ 802.6                22  %

_______________


1Includes impact of gains and losses on investments related to deferred
compensation plans and seed investments, which is offset in investment and other
income (losses), net; minority interests in certain subsidiaries, which is
offset in net income (loss) attributable to redeemable noncontrolling interests;
and special termination benefits.

Salaries, wages and benefits increased $10.8 million for the three months ended
December 31, 2022, primarily due to the recent acquisitions and a $4.3 million
increase in termination benefits, which were substantially offset by the impact
of headcount reductions.

Incentive compensation decreased $21.6 million for the three months ended
December 31, 2022 primarily due to lower incentive compensation at specialist
investment managers and lower expectations of our annual performance, offset in
part by the recent acquisitions, and an increase in expense for deferred
compensation awards, due in part to an increase in annual acceleration for
retirement-eligible employees.

Acquisition-related retention expenses increased $23.6 million for the three
months ended December 31, 2022, primarily due to the acquisitions of Lexington
and Alcentra.

Acquisition-related performance fee pass through increased $144.1 million due to higher performance fees earned by Lexington.



Other compensation and benefits increased $19.7 million for the three months
ended December 31, 2022 primarily due to compensation related to minority
interests and an increase in special termination benefits, primarily due to the
acquisition of Alcentra and workforce optimization initiatives.

We expect to incur additional acquisition-related retention expenses of
approximately $190 million during the remainder of the current fiscal year, and
annual amounts beginning at approximately $220 million in the fiscal year ending
September 30, 2024 and decreasing over the following two fiscal years by
approximately $70 million and $20 million. At December 31, 2022, our global
workforce had decreased to approximately 9,400 employees from approximately
10,400 at December 31, 2021.

Sales, Distribution and Marketing



Sales, distribution and marketing expenses by cost driver are presented below.

                                                                                 Three Months Ended
                                                                                    December 31,               Percent
(in millions)                                                                       2022               2021     Change
Asset-based expenses                                                                       $ 331.9            $ 419.6              (21  %)
Sales-based expenses                                                                          44.3               72.1              (39  %)
Amortization of deferred sales commissions                                                    12.4               18.4              (33  %)
Sales, Distribution and Marketing                                                          $ 388.6            $ 510.1              (24  %)


Asset-based expenses decreased $87.7 million for the three months ended
December 31, 2022 primarily due to a 20% decrease in related average AUM and a
higher mix of lower-fee assets. 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.
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Sales-based expenses decreased $27.8 million for the three months ended December 31, 2022 substantially due to a 40% decrease in commissionable sales.

Information Systems and Technology

Information systems and technology expenses decreased $2.4 million for the three months ended December 31, 2022, primarily due to lower technology depreciation.

Amortization of intangible assets



Amortization of intangible assets increased $24.9 million for the three months
ended December 31, 2022, primarily due to intangible assets recognized as part
of the acquisition of Lexington.

General, Administrative and Other



General, administrative and other operating expenses increased $31.0 million for
the three months ended December 31, 2022, primarily due to a $12.4 million
increase in acquisition-related expenses, a $10.1 million increase in platform
and placement fees and a $6.2 million increase in professional fees.

OTHER INCOME (EXPENSES)

Other income (expenses) consisted of the following:



                                                                           Three Months Ended
                                                                              December 31,               Percent
(in millions)                                                                  2022              2021     Change
Investment and other income, net                                                      $ 91.1            $  57.0               60  %
Interest expense                                                                       (30.9)             (19.3)              60  %

Investment and other income (losses) of consolidated investment products, net

                                                               (13.6)             104.7                   NM
Expenses of consolidated investment products                                           (11.5)              (4.2)             174  %
Other Income, Net                                                                     $ 35.1            $ 138.2              (75  %)


Investment and other income, net increased $34.1 million for the three months
ended December 31, 2022 primarily due to an increase in dividend and interest
income and higher gains on investments, partially offset by foreign currency
exchange losses in the current period.

Investments held by the Company generated net gains of $45.5 million for the
three months ended December 31, 2022, primarily from investments in
nonconsolidated funds and separate accounts and assets invested for deferred
compensation plans, partially offset by net losses from investments measured at
cost adjusted for observable price changes. Investments held by the Company
generated net gains of $25.8 million in the prior year period, primarily from
investments measured at cost adjusted for observable price changes, investments
in nonconsolidated funds and separate accounts, and assets invested for deferred
compensation plans.

Equity method investees generated income of $33.2 million for the three months
ended December 31, 2022, primarily related to various global fixed income and
equity funds, as compared to income of $24.7 million in the prior year,
primarily related to various global equity funds.

Net foreign currency exchange losses were $27.1 million for the three months
ended December 31, 2022, as compared to net gains of $3.9 million for the three
months ended December 31, 2021. The decrease was primarily due to the impact of
the weakening of the U.S. dollar against the Euro and British Pound on cash and
cash equivalents denominated in U.S. dollars held by our European subsidiaries.

Dividend and interest income increased $30.4 million for the three months ended
December 31, 2022, as compared to the prior year period, primarily due to higher
yields.

Interest expense increased $11.6 million for the three months ended December 31, 2022 primarily due to accretion on Lexington deferred consideration and an increase in interest recognized on tax reserves in the current year period.



Investments held by consolidated investment products ("CIPs") generated losses
of $13.6 million in the three months ended December 31, 2022, largely related to
losses on holdings of various equity and fixed income funds, partially offset by
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gains on various alternative funds. Investments held by CIPs generated gains of
$104.7 million in the prior year period, primarily related to gains on various
holdings of alternative funds, partially offset by losses on holdings of various
equity and fixed income funds.

Expenses of consolidated investments products increased $7.3 million for the three months ended December 31, 2022, due to activity of the funds.



Our cash, cash equivalents and investments portfolio by asset class and
accounting classification at December 31, 2022, excluding third-party assets of
CIPs, was as follows:

                                                                    Accounting Classification1
                                         Cash and             Investments             Equity                                            Direct
                                           Cash                   at                  Method                                          Investments
(in millions)                           Equivalents           Fair Value            Investments           Other Investments             in CIPs              Total
Cash and Cash Equivalents             $    3,547.8          $          -          $          -          $                -          $          -          $ 3,547.8
Investments
Alternative                                      -                 409.4                 599.8                        55.3                 617.4            1,681.9
Equity                                           -                 292.8                 191.8                       152.8                 113.0              750.4
Fixed Income                                     -                 234.4                  28.1                        37.4                 248.4              548.3
Multi-Asset                                      -                  33.0                  11.0                           -                  73.7              117.7
Total investments                                -                 969.6                 830.7                       245.5               1,052.5            3,098.3
Total Cash and Cash Equivalents and
Investments2, 3                       $    3,547.8          $      969.6          $      830.7          $            245.5          $    1,052.5          $ 6,646.1



______________
1See Note 1 - Significant Accounting Policies in the notes to consolidated
financial statements in Item 8 of Part II of our Annual Report on Form 10-K for
fiscal year 2022 for information on investment accounting classifications.
2Total cash and cash equivalents and investments includes $4,053.3 million used
for operational activities, including investments in sponsored funds and other
products, and $206.2 million necessary to comply with regulatory requirements.
3Total cash and cash equivalents and investments includes $300.0 million
attributable to employee-owned and other third-party investments made through
partnerships which are offset in nonredeemable noncontrolling interests.

TAXES ON INCOME



Our effective income tax rate was 26.3% and 21.7% for the three months ended
December 31, 2022, and 2021. The rate increase for three-month period was
primarily due to activity of CIPs for which there is no related tax impact,
benefits in the prior year related to the release of tax reserves due to statute
of limitation expiration and a decrease in foreign earnings.

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.
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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 items:

•Acquisition-related retention compensation.



•Other acquisition-related expenses including professional fees, technology
costs and fair value adjustments related to contingent consideration assets and
liabilities.

•Amortization of intangible assets.

•Impairment of intangible assets and goodwill, if any.

•Special termination benefits related to workforce optimization initiatives related to past acquisitions and certain initiatives undertaken by the Company.

•Impact on compensation and benefits expense from gains and losses on investments related to deferred compensation plans, which is offset in investment and other income (losses), net.

•Impact on compensation and benefits expense related to minority interests in certain subsidiaries, which is offset in net income (loss) attributable to redeemable noncontrolling interests.

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:

•Elimination of operating revenues upon consolidation of investment products.

•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.

Adjusted Net Income and Adjusted Diluted Earnings Per Share

We define adjusted net income as net income attributable to Franklin Resources, Inc. adjusted to exclude the following:

•Activities of CIPs.


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•Acquisition-related items:

•Acquisition-related retention compensation.



•Other acquisition-related expenses including professional fees, technology
costs and fair value adjustments related to contingent consideration assets and
liabilities.

•Amortization of intangible assets.

•Impairment of intangible assets and goodwill, if any.

•Write off of noncontrolling interests related to the wind down of an acquired business.

•Interest expense for amortization of Legg Mason debt premium from acquisition-date fair value adjustment.

•Special termination benefits related to workforce optimization initiatives related to past acquisitions and certain initiatives undertaken by the Company.

•Net gains or losses on investments related to deferred compensation plans which are not offset by compensation and benefits expense.

•Net compensation and benefits expense related to minority interests in certain subsidiaries not offset by net income (loss) attributable to redeemable noncontrolling interests.

•Unrealized investment gains and losses.

•Net income tax expense of the above adjustments based on the respective blended rates applicable to the adjustments.

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 our non-GAAP measures, we adjust for the impact of CIPs because
it is not considered reflective of our underlying results of operations.
Acquisition-related items and special termination benefits are excluded to
facilitate comparability to other asset management firms. We adjust for
compensation and benefits expense related to funded deferred compensation plans
because it is partially offset in other income (expense), net. We adjust for
compensation and benefits expense and net income (loss) attributable to
redeemable noncontrolling interests to reflect the economics of certain profits
interest arrangements. Sales and distribution fees and a portion of investment
management fees generally cover sales, distribution and marketing expenses and,
therefore, are excluded from adjusted operating revenues. In addition, when
calculating adjusted net income and adjusted diluted earnings per share we
exclude unrealized investment gains and losses included in investment and other
income (losses) because the related investments are generally expected to be
held long term.
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The calculations of adjusted operating income, adjusted operating margin, adjusted net income and adjusted diluted earnings per share are as follows:



                                                                               Three Months Ended
                                                                                  December 31,
(in millions)                                                                       2022                  2021
Operating income                                                                           $       194.0         $       557.7

Add (subtract): Elimination of operating revenues upon consolidation of investment products1

                                                                                 5.1                   8.3
Acquisition-related retention                                                                       63.6                  40.0

Compensation and benefits expense from gains on deferred compensation and seed investments, net

                                                               5.6                   4.2
Other acquisition-related expenses                                                                  22.6                  14.7
Amortization of intangible assets                                                                   83.2                  58.3
Special termination benefits                                                                        10.9                   2.7
Compensation and benefits expense related to minority interests
in certain subsidiaries                                                                             10.1                -
Adjusted operating income                                                                  $       395.1         $       685.9

Total operating revenues                                                                   $     1,967.1         $     2,224.0
Add (subtract):
Acquisition-related pass through performance fees                                                (144.5)                 (0.4)
Sales and distribution fees                                                                      (291.9)               (398.2)

Allocation of investment management fees for sales, distribution and marketing expenses

                                                               (96.7)               (111.9)
Elimination of operating revenues upon consolidation of
investment products1                                                                                 5.1                   8.3
Adjusted operating revenues                                                                $     1,439.1         $     1,721.8

Operating margin                                                                                    9.9%                 25.1%
Adjusted operating margin                                                                          27.5%                 39.8%


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