Franklin Resources Earnings 2018-12-31

BEN 10Q Quarterly Report

Balance Sheet	Income Statement	Cash Flow

10-Q 1 form10q12312018.htm FORM 10-Q Document

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2018



o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-09318

FRANKLIN RESOURCES, INC.

(Exact name of registrant as specified in its charter)



Delaware	13-2670991
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

One Franklin Parkway, San Mateo, CA	94403
(Address of principal executive offices)	(Zip Code)

(650) 312-2000

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x YES o NO

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x YES o NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



	Large accelerated filer x		Accelerated filer o
	Non-accelerated filer o		Smaller reporting company o
			Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act). o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o YES x NO

Number of shares of the registrant’s common stock outstanding at January 23, 2019: 509,510,446.

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INDEX TO FORM 10-Q



			Page
PART I		Financial Information
	Item 1.	Financial Statements (unaudited)
		Consolidated Statements of Income	3
		Consolidated Statements of Comprehensive Income	4
		Consolidated Balance Sheets	5
		Consolidated Statements of Stockholders’ Equity	6
		Consolidated Statements of Cash Flows	7
		Notes to Consolidated Financial Statements	8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43
	Item 4.	Controls and Procedures	43

PART II		Other Information
	Item 1.	Legal Proceedings	44
	Item 1A.	Risk Factors	44
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44
	Item 6.	Exhibits	44

Exhibit Index			45
Signature			46

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

FRANKLIN RESOURCES, INC. CONSOLIDATED STATEMENTS OF INCOME Unaudited

	Three Months Ended December 31,
(in millions, except per share data)	2018			2017
Operating Revenues
Investment management fees	$	971.8		$	1,113.6
Sales and distribution fees	354.8			417.8
Shareholder servicing fees	55.1			54.9
Other	29.8			29.2
Total operating revenues	1,411.5			1,615.5
Operating Expenses
Sales, distribution and marketing	444.5			528.7
Compensation and benefits	355.0			332.5
Information systems and technology	60.9			55.0
Occupancy	31.2			29.4
General, administrative and other	108.4			88.8
Total operating expenses	1,000.0			1,034.4
Operating Income	411.5			581.1
Other Income (Expenses)
Investment and other income (losses), net	(59.1		)	81.3
Interest expense	(6.4		)	(10.8		)
Other income (expenses), net	(65.5		)	70.5
Income before taxes	346.0			651.6
Taxes on income	86.0			1,223.5
Net income (loss)	260.0			(571.9		)
Less: net income (loss) attributable to
Nonredeemable noncontrolling interests	(0.5		)	(0.1		)
Redeemable noncontrolling interests	(15.4		)	11.5
Net Income (Loss) Attributable to Franklin Resources, Inc.	$	275.9		$	(583.3	)

Earnings (Loss) per Share
Basic	$	0.54		$	(1.06	)
Diluted	0.54			(1.06		)

See Notes to Consolidated Financial Statements.

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FRANKLIN RESOURCES, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Unaudited

(in millions)	Three Months Ended December 31,
(in millions)	2018			2017
Net Income (Loss)	$	260.0		$	(571.9	)
Other Comprehensive Income (Loss)
Currency translation adjustments, net of tax	(14.6		)	15.8
Net unrealized losses on defined benefit plans, net of tax	(0.4		)	(1.1		)
Net unrealized gains on investments, net of tax	—			3.5
Total other comprehensive income (loss)	(15.0		)	18.2
Total comprehensive income (loss)	245.0			(553.7		)
Less: comprehensive income (loss) attributable to
Nonredeemable noncontrolling interests	(0.5		)	(0.1		)
Redeemable noncontrolling interests	(15.4		)	11.5
Comprehensive Income (Loss) Attributable to Franklin Resources, Inc.	$	260.9		$	(565.1	)

See Notes to Consolidated Financial Statements.

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FRANKLIN RESOURCES, INC. CONSOLIDATED BALANCE SHEETS Unaudited

(in millions, except share and per share data)	December 31, 2018			September 30, 2018
Assets
Cash and cash equivalents	$	6,430.7		$	6,610.8
Receivables	723.9			733.7
Investments (including $522.4 and $551.6 at fair value at December 31, 2018 and September 30, 2018)	1,385.9			1,426.5
Assets of consolidated investment products
Cash and cash equivalents	228.2			299.8
Receivables	81.7			114.2
Investments, at fair value	2,040.2			2,109.4
Property and equipment, net	541.3			535.0
Goodwill and other intangible assets, net	2,326.2			2,333.4
Other	192.5			220.7
Total Assets	$	13,950.6		$	14,383.5

Liabilities
Compensation and benefits	$	218.9		$	405.6
Accounts payable and accrued expenses	180.5			158.9
Dividends	139.2			127.7
Commissions	259.4			297.9
Income taxes	1,071.9			1,034.8
Debt	697.7			695.9
Liabilities of consolidated investment products
Accounts payable and accrued expenses	28.9			68.0
Debt	32.7			32.6
Deferred taxes	132.6			126.5
Other	179.8			184.1
Total liabilities	2,941.6			3,132.0
Commitments and Contingencies (Note 10)
Redeemable Noncontrolling Interests	932.3			1,043.6
Stockholders’ Equity
Preferred stock, $1.00 par value, 1,000,000 shares authorized; none issued	—			—
Common stock, $0.10 par value, 1,000,000,000 shares authorized; 511,482,401 and 519,122,574 shares issued and outstanding at December 31, 2018 and September 30, 2018	51.1			51.9
Retained earnings	10,087.9			10,217.9
Accumulated other comprehensive loss	(393.6		)	(370.6		)
Total Franklin Resources, Inc. stockholders’ equity	9,745.4			9,899.2
Nonredeemable noncontrolling interests	331.3			308.7
Total stockholders’ equity	10,076.7			10,207.9
Total Liabilities, Redeemable Noncontrolling Interests and Stockholders’ Equity	$	13,950.6		$	14,383.5

See Notes to Consolidated Financial Statements.

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FRANKLIN RESOURCES, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Unaudited

	Franklin Resources, Inc.																	Non- redeemable Non- controlling Interests			Total Stockholders’ Equity
	Common Stock					Capital in Excess of Par Value			Retained Earnings			Accum- ulated Other Compre- hensive Loss			Stockholders’ Equity
(in millions)	Common Stock
for the three months ended December 31, 2018	Shares		Amount
Balance at October 1, 2018	519.1		$	51.9		$	—		$	10,217.9		$	(370.6	)	$	9,899.2		$	308.7		$	10,207.9
Adoption of new accounting guidance									22.9			(8.0		)	14.9						14.9
Net income (loss)									275.9						275.9			(0.5		)	275.4
Other comprehensive loss												(15.0		)	(15.0		)				(15.0		)
Dividends declared on common stock ($0.26 per share)									(133.8		)				(133.8		)				(133.8		)
Repurchase of common stock	(10.7	)	(1.1		)	(30.8		)	(295.0		)				(326.9		)				(326.9		)
Issuance of common stock	3.1		0.3			33.6									33.9						33.9
Stock-based compensation						(2.8		)							(2.8		)				(2.8		)
Net subscriptions and other																		23.1			23.1
Balance at December 31, 2018	511.5		$	51.1		$	—		$	10,087.9		$	(393.6	)	$	9,745.4		$	331.3		$	10,076.7



	Franklin Resources, Inc.																	Non- redeemable Non- controlling Interests			Total Stockholders’ Equity
	Common Stock					Capital in Excess of Par Value			Retained Earnings			Accum- ulated Other Compre- hensive Loss			Stockholders’ Equity
(in millions)	Common Stock
for the three months ended December 31, 2017	Shares		Amount
Balance at October 1, 2017	554.9		$	55.5		$	—		$	12,849.3		$	(284.8	)	$	12,620.0		$	315.8		$	12,935.8
Adoption of new accounting guidance						2.1			(1.7		)				0.4						0.4
Net loss									(583.3		)				(583.3		)	(0.1		)	(583.4		)
Other comprehensive income												18.2			18.2						18.2
Dividends declared on common stock ($0.23 per share)									(127.4		)				(127.4		)				(127.4		)
Repurchase of common stock	(4.6	)	(0.5		)	(32.1		)	(167.4		)				(200.0		)				(200.0		)
Issuance of common stock	2.1		0.2			27.6									27.8						27.8
Stock-based compensation						2.4									2.4						2.4
Net subscriptions and other																		7.0			7.0
Deconsolidation of investment product																		(0.3		)	(0.3		)
Balance at December 31, 2017	552.4		$	55.2		$	—		$	11,969.5		$	(266.6	)	$	11,758.1		$	322.4		$	12,080.5

See Notes to Consolidated Financial Statements.

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FRANKLIN RESOURCES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Unaudited

	Three Months Ended December 31,
(in millions)	2018			2017
Net Income (Loss)	$	260.0		$	(571.9	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Amortization of deferred sales commissions	21.7			19.1
Depreciation and other amortization	20.3			20.9
Stock-based compensation	31.2			30.3
Losses (income) from investments in equity method investees	37.6			(35.2		)
Net gains on investments of consolidated investment products	(2.0		)	(4.7		)
Deferred income taxes	11.5			(49.9		)
Other	8.7			5.3
Changes in operating assets and liabilities:
Decrease (increase) in receivables and other assets	43.1			(33.8		)
Decrease (increase) in receivables of consolidated investment products	19.5			(94.8		)
Decrease in trading securities, net	105.8			18.6
Increase in trading securities of consolidated investment products, net	(88.7		)	(187.1		)
Decrease in accrued compensation and benefits	(186.0		)	(186.1		)
Increase (decrease) in commissions payable	(38.5		)	9.1
Increase in income taxes payable	37.1			1,232.0
Increase in accounts payable, accrued expenses and other liabilities	15.4			1.5
Increase (decrease) in accounts payable and accrued expenses of consolidated investment products	(30.7		)	147.1
Net cash provided by operating activities	266.0			320.4
Purchase of investments	(115.7		)	(39.7		)
Liquidation of investments	73.2			33.9
Purchase of investments by consolidated investment products	(18.2		)	(11.0		)
Liquidation of investments by consolidated investment products	7.0			22.5
Additions of property and equipment, net	(25.7		)	(19.2		)
Net deconsolidation of investment products	(30.9		)	(45.1		)
Net cash used in investing activities	(110.3		)	(58.6		)
Dividends paid on common stock	(122.3		)	(111.7		)
Repurchase of common stock	(321.4		)	(198.7		)
Proceeds from loan	1.7			—
Payments on debt by consolidated investment products	—			(2.4		)
Noncontrolling interests	45.9			261.7
Net cash used in financing activities	(396.1		)	(51.1		)
Effect of exchange rate changes on cash and cash equivalents	(11.3		)	10.0
Increase (decrease) in cash and cash equivalents	(251.7		)	220.7
Cash and cash equivalents, beginning of period	6,910.6			8,749.7
Cash and Cash Equivalents, End of Period	$	6,658.9		$	8,970.4

Supplemental Disclosure of Cash Flow Information
Cash paid for income taxes	$	35.8		$	38.8
Cash paid for interest	6.0			14.1
Cash paid for interest by consolidated investment products	0.5			0.7

See Notes to Consolidated Financial Statements.

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FRANKLIN RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2018

(Unaudited)

Note 1 – Basis of Presentation

The unaudited interim financial statements of Franklin Resources, Inc. (“Franklin”) and its consolidated subsidiaries (collectively, the “Company”) included herein have been prepared by the Company in accordance with the instructions to Form 10-Q and the rules and regulations of the U.S. Securities and Exchange Commission. Under these rules and regulations, some information and footnote disclosures normally included in financial statements prepared under accounting principles generally accepted in the United States of America have been shortened or omitted. Management believes that all adjustments necessary for a fair statement of the financial position and the results of operations for the periods shown have been made. All adjustments are normal and recurring. These financial statements should be read together with the Company’s audited financial statements included in its Form 10-K for the fiscal year ended September 30, 2018 (“fiscal year 2018”). Certain comparative amounts for the prior fiscal year period have been reclassified to conform to the financial statement presentation as of and for the period ended December 31, 2018.

Note 2 – New Accounting Guidance

On October 1, 2018, the Company adopted new guidance issued by the Financial Accounting Standards Board (“FASB”) that requires use of a single principles-based model for recognition of revenue from contracts with customers. The core principle of the model is that revenue is recognized upon the transfer of promised goods or services to customers in an amount that reflects the expected consideration to be received for the goods or services. The guidance also changes the accounting for certain contract costs and revises the criteria for determining if an entity is acting as a principal or agent in certain arrangements. The Company adopted the new guidance using the modified retrospective approach which did not require the restatement of prior periods, and recognized a cumulative effect adjustment resulting in decreases in total assets, total liabilities and retained earnings of $9.1 million, $2.2 million and $6.9 million.

The adoption of the guidance had no impact on operating income or net income. Individual line items in the consolidated statement of income were impacted as follows:



(in millions)	As Reported		Adoption Impact			Amount Without Adoption
for the three months ended December 31, 2018	As Reported		Adoption Impact			Amount Without Adoption
Operating Revenues
Investment management fees	$	971.8	$	15.5		$	987.3
Sales and distribution fees	354.8		(15.5		)	339.3
Shareholder servicing fees	55.1		(2.2		)	52.9

Operating Expenses
General, administrative and other	$	108.4	$	(2.2	)	$	106.2

On October 1, 2018, the Company adopted an amendment to the financial instruments guidance issued by the FASB that requires substantially all equity investments in nonconsolidated entities to be measured at fair value with changes recognized in earnings, except for those accounted for using the equity method of accounting, which impacted all equity securities previously classified as available-for-sale and investments in fund products for which fair value was estimated using net asset value (“NAV”) as a practical expedient. The amendment also provides an election to measure equity investments that do not have a readily determinable fair value at cost adjusted for observable price changes and impairment, if any, which the Company made. The Company adopted the amendment using the modified retrospective approach and recognized a cumulative effect adjustment resulting in increases in investments, retained earnings and accumulated other comprehensive loss of $21.8 million, $29.8 million and $8.0 million.

There were no significant updates to the new accounting guidance that the Company has not yet adopted as disclosed in its Form 10-K for fiscal year 2018.

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Note 3 – Earnings (Loss) per Share

The components of basic and diluted earnings (loss) per share were as follows:



(in millions, except per share data)	Three Months Ended December 31,
(in millions, except per share data)	2018		2017
Net income (loss) attributable to Franklin Resources, Inc.	$	275.9	$	(583.3	)
Less: allocation of earnings to participating nonvested stock and stock unit awards	2.5		1.0
Net Income (Loss) Available to Common Stockholders	$	273.4	$	(584.3	)

Weighted-average shares outstanding – basic	510.3		550.7
Dilutive effect of nonparticipating nonvested stock unit awards	0.5		—
Weighted-Average Shares Outstanding – Diluted	510.8		550.7

Earnings (Loss) per Share
Basic	$	0.54	$	(1.06	)
Diluted	0.54		(1.06		)

Nonparticipating nonvested stock unit awards excluded from the calculation of diluted earnings (loss) per share because their effect would have been antidilutive were 0.3 million and 1.9 million for the three months ended December 31, 2018 and 2017.

Note 4 – Revenues

The Company earns revenue primarily from providing investment management and related services to its customers, which are generally investment products or investors in separate accounts. Related services include fund administration, sales and distribution, and shareholder servicing. Revenues are recognized when the Company’s obligations related to the services are satisfied and it is probable that a significant reversal of the revenue amount would not occur in future periods. The obligations are satisfied over time as the services are rendered, except for the sales and distribution obligations for the sale of shares of sponsored funds which are satisfied on trade date. Multiple services included in customer contracts are accounted for separately when the obligations are determined to be distinct.

Fees from providing investment management and fund administration services (“investment management fees”), other than performance-based investment management fees, are determined based on a percentage of assets under management (“AUM”), primarily on a monthly basis using daily average AUM, and are recognized as the services are performed over time. Performance-based investment management fees are generated when investment products’ performance exceeds targets established in customer contracts. These fees are recognized when the amount is no longer probable of significant reversal and may relate to investment management services that were provided in prior periods.

Sales and distribution fees primarily consist of upfront sales commissions and ongoing distribution fees. Sales commissions are based on contractual rates for sales of certain classes of sponsored funds and are recognized on trade date. Distribution service fees are determined based on a percentage of AUM, primarily on a monthly basis using daily average AUM. As the fee amounts are uncertain on trade date, they are recognized over time as the amounts become known and may relate to sales and distribution services provided in prior periods.

Shareholder servicing fees are primarily determined based on a percentage of AUM on a monthly basis using daily average AUM and either the number of transactions in shareholder accounts or the number of shareholder accounts, while fees from certain investment products are based only on AUM. The fees are recognized as the services are performed over time.

AUM is generally based on the fair value of the underlying securities held by investment products and is calculated using fair value methods derived primarily from unadjusted quoted market prices, unadjusted independent third-party broker or dealer price quotes in active markets, or market prices or price quotes adjusted for observable price movements after the close of the primary market in accordance with the Company’s global valuation and pricing policy. The fair values of the underlying securities for which market prices are not readily available are valued internally using various methodologies which incorporate significant unobservable inputs as appropriate for each security type and represent an insignificant percentage of total AUM.

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Revenue is recorded gross of payments made to third-party service providers in the Company’s role as principal as it controls the delegated services provided to customers.

Operating revenues by geographic area were as follows:



	Earned From Contracts With Customers										Not Earned From Contracts With Customers¹		Total
(in millions)	United States		Luxembourg		Americas Excluding United States		Asia-Pacific		Europe, Middle East and Africa, Excluding Luxembourg
for the three months ended December 31, 2018	United States		Luxembourg		Americas Excluding United States		Asia-Pacific		Europe, Middle East and Africa, Excluding Luxembourg
Investment management fees	$	533.1	$	267.7	$	85.6	$	61.4	$	24.0	$	—	$	971.8
Sales and distribution fees	233.0		104.3		16.6		0.5		0.4		—		354.8
Shareholder servicing fees	44.9		7.7		—		2.5		—		—		55.1
Other	3.0		0.3		—		0.1		0.3		26.1		29.8
Total	$	814.0	$	380.0	$	102.2	$	64.5	$	24.7	$	26.1	$	1,411.5

^{__________________}


¹	Consists of interest and dividend income from consolidated investment products.

Operating revenues are attributed to geographic areas based on the locations of the Company’s subsidiaries that provide the services, which may differ from the regions in which the related investment products are sold.

Note 5 – Investments

The disclosures below include details of the Company’s investments, excluding those of consolidated investment products. See Note 7 – Consolidated Investment Products for information related to the investments held by these entities.

The Company adopted new accounting guidance on October 1, 2018 that requires substantially all equity investments in nonconsolidated entities to be measured at fair value with changes recognized in earnings, except for those accounted for using the equity method of accounting. The new guidance did not change the accounting for investments in non-equity securities.

Investments consisted of the following:



(in millions)	December 31, 2018
Equity securities, at fair value
Sponsored funds	$	309.7
Other equity securities	110.0
Total equity securities, at fair value	419.7
Debt securities
Trading	79.8
Available-for-sale	11.0
Total debt securities	90.8
Investments in equity method investees	819.8
Other investments	55.6
Total	$	1,385.9

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(in millions)	September 30, 2018
Investment securities, trading
Sponsored funds	$	248.1
Debt and other equity securities	97.6
Total investment securities, trading	345.7
Investment securities, available-for-sale
Sponsored funds	178.6
Debt and other equity securities	15.5
Total investment securities, available-for-sale	194.1
Investments in equity method investees	780.8
Other investments	105.9
Total	$	1,426.5

Equity securities, at fair value include trading investment securities and investments that were classified as available-for-sale or carried at cost prior to adoption of the new guidance. Changes in the fair value of the investments are recognized as gains and losses in earnings. The fair value of funds is determined based on their published NAV or estimated using NAV as a practical expedient. The fair value of equity securities other than funds is determined using independent third-party broker or dealer price quotes or based on discounted cash flows using significant unobservable inputs.

As of October 1, 2018, equity investments that do not have a readily determinable fair value are measured at cost adjusted for observable price changes and impairment, if any, which are recognized in earnings. The impairment assessment for these investments considers qualitative factors, including the financial condition and specific events related to the investee, that may indicate the fair value of the investment is less than its carrying value.

Investment balances and related changes for the prior year have not been reclassified to conform to the financial statement presentation as of and for the period ended December 31, 2018.

Investment securities with aggregate carrying amounts of $1.2 million were pledged as collateral at December 31, 2018 and September 30, 2018.

Gross unrealized gains and losses relating to investment securities, available-for-sale were as follows:



(in millions)	Cost Basis		Gross Unrealized					Fair Value
(in millions)	Cost Basis		Gains		Losses			Fair Value
as of December 31, 2018
Debt securities	$	13.0	$	—	$	(2.0	)	$	11.0

as of September 30, 2018
Sponsored funds	$	172.9	$	8.3	$	(2.6	)	$	178.6
Debt and other equity securities	16.8		0.5		(1.8		)	15.5
Total	$	189.7	$	8.8	$	(4.4	)	$	194.1

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Gross unrealized losses relating to investment securities, available-for-sale aggregated by length of time that individual securities have been in a continuous unrealized loss position were as follows:



(in millions)	Less Than 12 Months					12 Months or Greater					Total
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
as of December 31, 2018
Debt securities	$	10.7	$	(2.0	)	$	—	$	—		$	10.7	$	(2.0	)

as of September 30, 2018
Sponsored funds	$	48.8	$	(2.1	)	$	21.0	$	(0.5	)	$	69.8	$	(2.6	)
Debt and other equity securities	10.9		(1.8		)	—		—			10.9		(1.8		)
Total	$	59.7	$	(3.9	)	$	21.0	$	(0.5	)	$	80.7	$	(4.4	)

Note 6 – Fair Value Measurements

The disclosures below include details of the Company’s fair value measurements, excluding those of consolidated investment products. See Note 7 – Consolidated Investment Products for information related to fair value measurements of the assets and liabilities of these entities.

The assets and liability measured at fair value on a recurring basis were as follows:



(in millions)	Level 1		Level 2		Level 3		NAV as a Practical Expedient		Total
as of December 31, 2018	Level 1		Level 2		Level 3		NAV as a Practical Expedient		Total
Assets
Equity securities, at fair value
Sponsored funds	$	286.2	$	—	$	—	$	23.5	$	309.7
Other equity securities	21.2		0.3		0.7		87.8		110.0
Debt securities
Trading	2.5		61.2		16.1		—		79.8
Available-for-sale	—		10.7		0.3		—		11.0
Life settlement contracts	—		—		11.9		—		11.9
Total Assets Measured at Fair Value	$	309.9	$	72.2	$	29.0	$	111.3	$	522.4

Liability
Contingent consideration liability	$	—	$	—	$	40.0	$	—	$	40.0

Table of Contents



(in millions)	Level 1		Level 2		Level 3		Total
as of September 30, 2018	Level 1		Level 2		Level 3		Total
Assets
Investment securities, trading
Sponsored funds	$	248.1	$	—	$	—	$	248.1
Debt and other equity securities	26.6		50.5		20.5		97.6
Investment securities, available-for-sale
Sponsored funds	178.6		—		—		178.6
Debt and other equity securities	4.4		10.8		0.3		15.5
Life settlement contracts	—		—		11.8		11.8
Total Assets Measured at Fair Value	$	457.7	$	61.3	$	32.6	$	551.6

Liability
Contingent consideration liability	$	—	$	—	$	38.7	$	38.7

Level 1 assets consist primarily of sponsored funds and other equity securities for which the fair values are based on published NAV or quoted market prices. Level 2 assets consist of debt and equity securities for which the fair values are determined using independent third-party broker or dealer price quotes. Level 3 assets consist of debt and equity securities and life settlement contracts for which the fair values are based on discounted cash flows using significant unobservable inputs.

The fair value of the contingent consideration liability is determined using the net present value of anticipated future cash flows based on estimated future revenue and profits and timing of payments.

Investments for which fair value was estimated using reported NAV as a practical expedient primarily consist of nonredeemable private debt, equity and infrastructure funds. These investments are expected to be returned through distributions over the life of the funds as a result of liquidations of the funds’ underlying assets. The expected weighted-average life for $54.1 million of the investments was 2.1 years at December 31, 2018. The liquidation period for a $50.0 million investment in a nonredeemable private debt fund is unknown. The Company’s unfunded commitments to these funds totaled $5.0 million at December 31, 2018.

Changes in the Level 3 assets and liability were as follows:



	2018						2017
(in millions)	Investments			Contingent Consideration Liability			Investments		Contingent Consideration Liability
for the three months ended December 31,	Investments			Contingent Consideration Liability			Investments		Contingent Consideration Liability
Balance at beginning of period	$	32.6		$	(38.7	)	$	199.9	$	(51.0	)
Total realized and unrealized gains (losses)
Included in investment and other income (losses), net	2.8			—			1.2		—
Included in general, administrative and other expense	—			(1.3		)	—		(4.0		)
Purchases	—			—			5.3		—
Sales	(4.3		)	—			—		—
Transfers out of Level 3	(2.1		)	—			—		—
Foreign exchange revaluation and other	—			—			3.7		(7.0		)
Balance at End of Period	$	29.0		$	(40.0	)	$	210.1	$	(62.0	)
Change in unrealized gains (losses) included in net income (loss) relating to assets and liability held at end of period	$	2.8		$	(1.3	)	$	1.2	$	(4.0	)

There were no transfers into Level 3 during the three months ended December 31, 2018 and 2017.

Table of Contents

Valuation techniques and significant unobservable inputs used in the Level 3 fair value measurements were as follows:



(in millions)
as of December 31, 2018	Fair Value		Valuation Technique	Significant Unobservable Inputs	Range (Weighted Average ¹)
Debt securities, trading	$	16.1	Discounted cash flow	Discount rate	4.0%–12.7% (6.3%)
Debt securities, trading	$	16.1	Discounted cash flow	Risk premium	2.0%–6.0% (2.9%)

Life settlement contracts	11.9		Discounted cash flow	Life expectancy	20–113 months (59)
Life settlement contracts	11.9		Discounted cash flow	Discount rate	8.0%–20.0% (13.2%)

Contingent consideration liability	40.0		Discounted cash flow	Discount rate	12.3%

^{__________________}


¹	Based on the relative fair value of the instruments.



(in millions)
as of September 30, 2018	Fair Value		Valuation Technique	Significant Unobservable Inputs	Range (Weighted Average)
Investment securities, trading – debt and other equity securities	$	20.5	Discounted cash flow	Discount rate	4.1%–12.3% (5.8%)
	$	20.5	Discounted cash flow	Risk premium	2.0%–6.7% (3.6%)

Life settlement contracts	11.8		Discounted cash flow	Life expectancy	20–115 months (61)
Life settlement contracts	11.8		Discounted cash flow	Discount rate	8.0%–20.0% (13.1%)

Contingent consideration liability	38.7		Discounted cash flow	Discount rate	13.0%

If the relevant significant inputs used in the discounted cash flow valuations were independently higher (lower) as of December 31, 2018, the resulting fair value of the assets or liability would be lower (higher).

Financial instruments that were not measured at fair value were as follows:



(in millions)	Fair Value Level	December 31, 2018				September 30, 2018
(in millions)	Fair Value Level	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Financial Assets
Cash and cash equivalents	1	$	6,430.7	$	6,430.7	$	6,610.8	$	6,610.8
Other investments
Time deposits	2	15.1		15.1		12.3		12.3
Equity securities	3	28.6		28.6		81.8		103.6

Financial Liability
Debt	2	$	697.7	$	675.2	$	695.9	$	671.1

Table of Contents

Note 7 – Consolidated Investment Products

Consolidated investment products (“CIPs”) consist of mutual and other investment funds, limited partnerships and similar structures, substantially all of which are sponsored by the Company, and include both voting interest entities and variable interest entities. The Company had 57 and 53 CIPs as of December 31, 2018 and September 30, 2018.

The balances related to CIPs included in the Company’s consolidated balance sheets were as follows:



(in millions)	December 31, 2018		September 30, 2018
Assets
Cash and cash equivalents	$	228.2	$	299.8
Receivables	81.7		114.2
Investments, at fair value	2,040.2		2,109.4
Other assets	—		1.0
Total Assets	$	2,350.1	$	2,524.4

Liabilities
Accounts payable and accrued expenses	$	28.9	$	68.0
Debt	32.7		32.6
Other liabilities	—		9.3
Total liabilities	61.6		109.9
Redeemable Noncontrolling Interests	932.3		1,043.6
Stockholders’ Equity
Franklin Resources, Inc.’s interests	1,052.1		1,092.6
Nonredeemable noncontrolling interests	304.1		278.3
Total stockholders’ equity	1,356.2		1,370.9
Total Liabilities, Redeemable Noncontrolling Interests and Stockholders’ Equity	$	2,350.1	$	2,524.4

The CIPs did not have a significant impact on net income (loss) attributable to the Company during the three months ended December 31, 2018 and 2017.

The Company has no right to the CIPs’ assets, other than its direct equity investments in them and investment management and other fees earned from them. The debt holders of the CIPs have no recourse to the Company’s assets beyond the level of its direct investment, therefore the Company bears no other risks associated with the CIPs’ liabilities.

Investment products are typically consolidated when the Company makes an initial investment in a newly launched investment entity. They are typically deconsolidated when the Company no longer has a controlling financial interest due to redemptions of its investment or increases in third-party investments. The Company’s investments in these products subsequent to deconsolidation are accounted for as either equity method investments or equity securities measured at fair value with changes recognized in earnings depending on the structure of the product and the Company’s role and level of ownership.

Table of Contents

Investments

Investments of CIPs consisted of the following:



(in millions)	December 31, 2018		September 30, 2018
Investment securities, trading	$	1,570.5	$	1,651.8
Other equity securities	329.6		311.0
Other debt securities	140.1		146.6
Total	$	2,040.2	$	2,109.4

Investment securities, trading consist of debt and equity securities that are traded in active markets. Other equity securities consist of equity securities of entities in emerging markets and fund products. Other debt securities consist of debt securities of entities in emerging markets and other debt instruments.

Fair Value Measurements

Assets and liabilities of CIPs measured at fair value on a recurring basis were as follows:



(in millions)	Level 1		Level 2		Level 3		NAV as a Practical Expedient		Total
as of December 31, 2018	Level 1		Level 2		Level 3		NAV as a Practical Expedient		Total
Assets
Investments
Equity securities	$	155.4	$	233.8	$	193.6	$	137.5	$	720.3
Debt securities	0.3		1,179.5		140.1		—		1,319.9
Total Assets Measured at Fair Value	$	155.7	$	1,413.3	$	333.7	$	137.5	$	2,040.2



(in millions)	Level 1		Level 2		Level 3		NAV as a Practical Expedient		Total
as of September 30, 2018	Level 1		Level 2		Level 3		NAV as a Practical Expedient		Total
Assets
Investments
Equity securities	$	270.7	$	154.8	$	199.7	$	113.8	$	739.0
Debt securities	0.6		1,219.5		150.3		—		1,370.4
Total Assets Measured at Fair Value	$	271.3	$	1,374.3	$	350.0	$	113.8	$	2,109.4

Liabilities
Other liabilities	$	0.6	$	8.7	$	—	$	—	$	9.3

Level 1 assets consist of equity and debt securities for which the fair values are based on quoted market prices. Level 2 assets consist of debt and equity securities for which the fair values are determined using independent third-party broker or dealer price quotes. Level 3 assets consist of equity and debt securities of entities in emerging markets and other debt instruments for which the fair values are determined using significant unobservable inputs in either a market-based or income-based approach.

Investments for which fair value was estimated using reported NAV as a practical expedient consist of nonredeemable real estate and private equity funds. These investments are expected to be returned through distributions over the life of the funds as a result of liquidations of the funds’ underlying assets over a weighted-average period of 4.0 years and 3.5 years at December 31, 2018 and September 30, 2018. The CIPs’ unfunded commitments to these funds totaled $62.8 million and $1.9 million, of which the Company was contractually obligated to fund $19.0 million and $0.4 million based on its ownership percentage in the CIPs, at December 31, 2018 and September 30, 2018.

Table of Contents

Changes in Level 3 assets were as follows:



	2018									2017
(in millions)	Equity Securities			Debt Securities			Total Level 3 Assets			Equity Securities			Debt Securities		Total Level 3 Assets
for the three months ended December 31,	Equity Securities			Debt Securities			Total Level 3 Assets			Equity Securities			Debt Securities		Total Level 3 Assets
Balance at beginning of period	$	199.7		$	150.3		$	350.0		$	160.7		$	135.4	$	296.1
Realized and unrealized gains (losses) included in investment and other income (losses), net	11.4			(8.2		)	3.2			1.9			0.1		2.0
Purchases	9.7			8.2			17.9			11.1			—		11.1
Sales	(0.1		)	(6.2		)	(6.3		)	(14.9		)	—		(14.9		)
Settlements	(1.0		)	(0.1		)	(1.1		)	—			—		—
Transfers into Level 3	0.1			—			0.1			—			—		—
Transfers out of Level 3	(25.4		)	(3.6		)	(29.0		)	—			—		—
Foreign exchange revaluation	(0.8		)	(0.3		)	(1.1		)	0.8			0.7		1.5
Balance at End of Period	$	193.6		$	140.1		$	333.7		$	159.6		$	136.2	$	295.8
Change in unrealized gains (losses) included in net income (loss) relating to assets held at end of period	$	11.7		$	(1.4	)	$	10.3		$	1.0		$	0.1	$	1.1

Valuation techniques and significant unobservable inputs used in Level 3 fair value measurements were as follows:



(in millions)
as of December 31, 2018	Fair Value		Valuation Technique	Significant Unobservable Inputs	Range (Weighted Average ¹)
Equity securities	$	165.3	Market comparable companies	EBITDA multiple	5.0–13.6 (9.1)
Equity securities	28.3		Discounted cash flow	Discount rate	8.0%–16.5% (13.8%)

Debt securities	116.6		Discounted cash flow	Discount rate	7.0%–14.8% (10.8%)
	116.6		Discounted cash flow	Loss-adjusted discount rate	3.0%–22.7% (13.2%)
	23.5		Comparable trading multiple	Price-to-earnings ratio	10.0
	23.5		Comparable trading multiple	Enterprise value/ EBITDA multiple	20.9

^{__________________}


¹	Based on the relative fair value of the instruments.



(in millions)
as of September 30, 2018	Fair Value		Valuation Technique	Significant Unobservable Inputs	Range (Weighted Average)
Equity securities	$	171.9	Market comparable companies	EBITDA multiple	5.0–13.6 (9.3)
Equity securities	27.8		Discounted cash flow	Discount rate	8.0%–16.5% (14.1%)

Debt securities	111.0		Discounted cash flow	Discount rate	7.0%–14.8% (10.8%)
	111.0		Discounted cash flow	Loss-adjusted discount rate	3.0%–22.7% (12.0%)
	33.9		Comparable trading multiple	Price-to-earnings ratio	10.0
	33.9		Comparable trading multiple	Enterprise value/ EBITDA multiple	20.9
	5.4		Market pricing	Private sale pricing	$42 per $100 of par

If the relevant significant inputs used in the market-based valuations were independently higher (lower) as of December 31, 2018, the resulting fair value of the securities would be higher (lower). If the relevant significant inputs used in the discounted cash flow valuations were independently higher (lower) as of December 31, 2018, the resulting fair value of the securities would be lower (higher).

Table of Contents

Financial instruments of CIPs that were not measured at fair value were as follows:



(in millions)	Fair Value Level	December 31, 2018				September 30, 2018
(in millions)	Fair Value Level	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Financial Asset
Cash and cash equivalents	1	$	228.2	$	228.2	$	299.8	$	299.8
Financial Liability
Debt	3	$	32.7	$	32.6	$	32.6	$	32.4

Debt

Debt of CIPs totaled $32.7 million and $32.6 million at December 31, 2018 and September 30, 2018. The debt had fixed and floating interest rates ranging from 3.07% to 7.90% with a weighted-average effective interest rate of 6.81% at December 31, 2018, and from 3.07% to 7.88% with a weighted-average effective interest rate of 6.79% at September 30, 2018. The debt matures in fiscal year 2019.

Redeemable Noncontrolling Interests

Changes in redeemable noncontrolling interests of CIPs were as follows:



(in millions)
for the three months ended December 31,	2018			2017
Balance at beginning of period	$	1,043.6		$	1,941.9
Net income (loss)	(15.4		)	11.5
Net subscriptions and other	22.8			254.7
Net deconsolidations	(118.7		)	—
Balance at End of Period	$	932.3		$	2,208.1

Note 8 –

Closing Price ($)	Shares Out (MM)	Market Cap ($MM)
$35.55	509	$18,110

10-Q	2018-12-31	Quarter: 2018-12-31
10-K	2018-09-30	Annual: 2018-09-30
10-Q	2018-06-30	Quarter: 2018-06-30
10-Q	2018-03-31	Quarter: 2018-03-31
10-Q	2017-12-31	Quarter: 2017-12-31
10-K	2017-09-30	Annual: 2017-09-30
10-Q	2017-06-30	Quarter: 2017-06-30
10-Q	2017-03-31	Quarter: 2017-03-31
10-Q	2016-12-31	Quarter: 2016-12-31
10-K	2016-09-30	Annual: 2016-09-30
10-Q	2016-06-30	Quarter: 2016-06-30
10-Q	2016-03-31	Quarter: 2016-03-31
10-Q	2015-12-31	Quarter: 2015-12-31
10-K	2015-09-30	Annual: 2015-09-30
10-Q	2015-06-30	Quarter: 2015-06-30
10-Q	2015-03-31	Quarter: 2015-03-31
10-Q	2014-12-31	Quarter: 2014-12-31
10-K	2014-09-30	Annual: 2014-09-30
10-Q	2014-06-30	Quarter: 2014-06-30
10-Q	2014-03-31	Quarter: 2014-03-31
10-Q	2013-12-31	Quarter: 2013-12-31

8-K	2019-04-02	Officers
8-K	2019-03-12	Officers, Exhibits
8-K	2019-02-12	Shareholder Vote
8-K	2019-01-30	Earnings, Exhibits
8-K	2018-10-25	Earnings, Other Events, Exhibits
8-K	2018-10-24	Amend Bylaw, Exhibits
8-K	2018-07-27	Earnings, Exhibits
8-K	2018-04-11	Other Events, Exhibits
8-K	2018-02-14	Shareholder Vote

SIVB	Silicon Valley Bank	12,960
CNXM	CNX Midstream Partners	961
COOP	Cooperative Bankshares	838
TBBK	The Bancorp	484
PFIE	Profire Energy	86
AVDL	Avadel Pharmaceuticals	46
FPP	Fieldpoint Petroleum	0
OIBR	OI	0
BBLG	Bone Biologics	0
CLOW	Cloudweb	0

EX-10.1	exhibit101123118.htm
EX-10.2	exhibit102123118.htm
EX-10.3	exhibit103123118.htm
EX-31.1	exhibit311q12019.htm
EX-31.2	exhibit312q12019.htm
EX-32.1	exhibit321q12019.htm
EX-32.2	exhibit322q12019.htm