Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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, including those discussed under the heading “Risk Factors” below, 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, 2021 (“fiscal year 2021”).

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 2021 filed with the U.S. Securities and Exchange Commission, and the consolidated financial statements and notes thereto included elsewhere in this Form 10-Q.

OVERVIEW

Franklin is a holding company with subsidiaries operating under our Franklin Templeton® and/or subsidiary brand names. We are a global investment management organization that derives operating revenues and net income from providing investment management and related services to investors in jurisdictions worldwide. We deliver our investment capabilities through a variety of investment products, which include our sponsored funds, as well as institutional and high-net-worth separate accounts, retail separately managed account programs, sub-advised products, and other investment vehicles. In addition to investment management, our services include fund administration, sales and distribution, and shareholder servicing. We may perform services directly or through third parties. We offer our services and products under our various distinct brand names, including, but not limited to, Franklin®, Templeton®, Legg Mason®, Benefit Street Partners®, Brandywine Global Investment Management®, Clarion Partners®, ClearBridge Investments®, Fiduciary Trust International™, Franklin Bissett®, Franklin Mutual Series®, K2®, Lexington Partners®, LibertyShares®, 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.

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 2021, 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 third fiscal quarter, global equity markets remained challenged amid continued concerns about further interest rate increases, the global economic growth outlook and the risk of a recession. The S&P 500 Index and MSCI World Index each decreased 16.1% for the quarter, and decreased 11.1% and 14.0% for the fiscal year to date. The global bond markets had negative returns, with the Bloomberg Global Aggregate Index decreasing 8.3% during the quarter and 14.5% for the fiscal year to date, as the Federal Reserve and other developed market central banks continued to increase interest rates in an effort to combat inflation.

Our total AUM at June 30, 2022 was $1,379.8 billion, 10% lower than at September 30, 2021 and 11% lower than at June 30, 2021. Monthly average AUM (“average AUM”) for the three and nine months ended June 30, 2022 decreased 6% and increased 1% from the same periods in the prior fiscal year.

On April 1, 2022, we acquired all of the outstanding ownership interests in Lexington Partners L.P. (“Lexington”), a leading global manager of secondary private equity and co-investment funds, for cash consideration of $1.0 billion and additional payments totaling $750.0 million to be paid in cash over the next three years. In connection with the acquisition, we granted a 25% ownership stake in Lexington and performance-based cash retention awards that both vest over approximately five years. On December 31, 2021, we acquired all of the outstanding ownership interest in O’Shaughnessy Asset Management, LLC (“OSAM”), a leading quantitative asset management firm, for cash consideration paid of approximately $300 million, excluding future payments to be made subject to the attainment of certain performance measures.

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.

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 under the heading “Risk Factors” below and in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year 2021.

RESULTS OF OPERATIONS


	Three Months Ended June 30,						Percent Change			Nine Months Ended June 30,							Percent Change
(in millions, except per share data)	2022			2021					2022				2021
Operating revenues	$	2,031.3		$	2,172.9		(7	%)		$	6,336.3			$	6,244.5		1	%
Operating income	404.7			478.1			(15	%)		1,425.4				1,343.5			6	%
Operating margin1	19.9		%	22.0		%				22.5		%		21.5		%

Net income attributable to Franklin Resources, Inc.	$	256.4		$	438.4		(42	%)		$	1,059.2			$	1,165.5		(9	%)
Diluted earnings per share	0.50			0.86			(42	%)		2.07				2.27			(9	%)

As adjusted (non-GAAP):2
Adjusted operating income	$	566.9		$	601.2		(6	%)		$	1,829.4			$	1,732.2		6	%
Adjusted operating margin	35.3		%	36.5		%				37.0		%		37.2		%

Adjusted net income	$	416.0		$	493.7		(16	%)		$	1,461.2			$	1,270.6		15	%
Adjusted diluted earnings per share	0.82			0.96			(15	%)		2.86				2.48			15	%

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:


(in billions)	June 30, 2022		June 30, 2021		Percent Change
Fixed Income	$	536.3	$	658.1	(19	%)
Equity	424.9		536.9		(21	%)
Alternative	224.8		140.8		60	%
Multi-Asset	136.2		153.0		(11	%)
Cash Management	57.6		63.3		(9	%)
Total	$	1,379.8	$	1,552.1	(11	%)

Average AUM and the mix of average AUM by asset class are shown below.


(in billions)	Average AUM				Percent Change			Mix of Average AUM
for the three months ended June 30,	2022		2021				2022			2021
Fixed Income	$	563.4	$	651.5	(14	%)		39	%		42	%
Equity	467.8		529.0		(12	%)		33	%		35	%
Alternative	205.4		135.3		52	%		14	%		9	%
Multi-Asset	144.4		152.0		(5	%)		10	%		10	%
Cash Management	58.8		63.2		(7	%)		4	%		4	%
Total	$	1,439.8	$	1,531.0	(6	%)		100	%		100	%


(in billions)	Average AUM				Percent Change			Mix of Average AUM
for the nine months ended June 30,	2022		2021				2022			2021
Fixed Income	$	606.2	$	657.5	(8	%)		40	%		44	%
Equity	510.4		492.9		4	%		34	%		33	%
Alternative	172.9		129.1		34	%		12	%		9	%
Multi-Asset	148.4		144.1		3	%		10	%		10	%
Cash Management	60.5		65.8		(8	%)		4	%		4	%
Total	$	1,498.4	$	1,489.4	1	%		100	%		100	%

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.


(in billions)		Three Months Ended June 30,					Percent Change		Nine Months Ended June 30,				Percent Change
	2022			2021			2022		2021
Beginning AUM		$	1,477.5		$	1,498.9	(1	%)	$	1,530.1	$	1,418.9	8	%
Long-term inflows		77.4			83.7		(8	%)	260.5		281.5		(7	%)
Long-term outflows		(97.2)			(90.3)		8	%	(267.9)		(296.8)		(10	%)
Long-term net flows		(19.8)			(6.6)		200	%	(7.4)		(15.3)		(52%)
Cash management net flows		0.4			(2.2)		NM		(0.9)		(11.2)		(92%)
Total net flows		(19.4)			(8.8)		120	%	(8.3)		(26.5)		(69%)
Acquisitions		57.2			—		NM		64.9		—		NM
Net market change, distributions and other		(135.5)			62.0		NM		(206.9)		159.7		NM
Ending AUM		$	1,379.8		$	1,552.1	(11	%)	$	1,379.8	$	1,552.1	(11	%)

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


(in billions)	Fixed Income		Equity		Alternative		Multi-Asset		Cash Management		Total
for the three months ended June 30, 2022
AUM at April 1, 2022	$	595.0	$	515.4	$	157.9	$	151.9	$	57.3	$	1,477.5
Long-term inflows	35.2		24.5		5.9		11.8		—		77.4
Long-term outflows	(49.5)		(33.7)		(3.8)		(10.2)		—		(97.2)
Long-term net flows	(14.3)		(9.2)		2.1		1.6		—		(19.8)
Cash management net flows	—		—		—		—		0.4		0.4
Total net flows	(14.3)		(9.2)		2.1		1.6		0.4		(19.4)
Acquisition	—		—		57.2		—		—		57.2
Net market change, distributions and other	(44.4)		(81.3)		7.6		(17.3)		(0.1)		(135.5)
AUM at June 30, 2022	$	536.3	$	424.9	$	224.8	$	136.2	$	57.6	$	1,379.8

AUM decreased $97.7 billion, or 7%, during the three months ended June 30, 2022 due to the negative impact of $135.5 billion of net market change, distributions and other and $19.8 billion of long-term net outflows, partially offset by an acquisition of $57.2 billion and $0.4 billion of cash management net inflows. Net market change, distributions and other primarily consists of $117.3 billion of market depreciation, a $10.3 billion decrease from foreign exchange revaluation and $7.9 billion of long-term distributions. The market depreciation occurred in all long-term asset classes with the exception of the alternative asset class. Foreign exchange revaluation from AUM in products that are not U.S. dollar denominated, which represented 10% of total AUM as of June 30, 2022, was primarily due to a stronger U.S. dollar compared to the Australian dollar, Japanese Yen, Pound sterling and Euro.

AUM decreased $172.3 billion, or 11%, as compared to the prior year period. Long-term inflows decreased 8% to $77.4 billion, driven by lower inflows in fixed income, equity and alternative open-end funds and equity investment trusts,

partially offset by higher inflows in multi-asset open end funds, alternative private closed-end funds and multi-asset and equity sub-advised mutual funds. Long-term outflows increased 8% to $97.2 billion driven by higher redemptions in fixed income open-end funds and institutional separate accounts, multi-asset sub-advised mutual funds, and equity retail separate accounts, partially offset by lower redemptions in equity sub-advised mutual funds, open-end funds and institutional separate accounts.


(in billions)	Fixed Income		Equity		Alternative		Multi-Asset		Cash Management		Total
for the three months ended June 30, 2021
AUM at April 1, 2021	$	642.3	$	511.9	$	131.1	$	148.2	$	65.4	$	1,498.9
Long-term inflows	40.2		29.1		5.8		8.6		—		83.7
Long-term outflows	(38.1)		(40.6)		(2.7)		(8.9)		—		(90.3)
Long-term net flows	2.1		(11.5)		3.1		(0.3)		—		(6.6)
Cash management net flows	—		—		—		—		(2.2)		(2.2)
Total net flows	2.1		(11.5)		3.1		(0.3)		(2.2)		(8.8)
Net market change, distributions and other	13.7		36.5		6.6		5.1		0.1		62.0
AUM at June 30, 2021	$	658.1	$	536.9	$	140.8	$	153.0	$	63.3	$	1,552.1

AUM increased $53.2 billion, or 4%, during the three months ended June 30, 2021 due to $62.0 billion of net market change, distributions and other, partially offset by $6.6 billion of long-term net outflows and $2.2 billion of cash management net outflows. Net market change, distributions and other consists of $66.1 billion of market appreciation and a $1.5 billion increase from foreign exchange revaluation, partially offset by $5.6 billion of long-term distributions. The market appreciation occurred in all long-term asset classes, most significantly in the equity and fixed income asset classes, and reflected positive returns in global equity and fixed income markets. Foreign exchange revaluation was primarily due to a weaker U.S. dollar compared to the Brazilian Real, Canadian dollar and Euro, partially offset by a stronger U.S. dollar compared to the Australian dollar.

Long-term outflows included outflows of $7.0 billion from three institutional products, including two equity redemptions of $3.7 billion and $2.2 billion, and $2.5 billion from six fixed income funds, including $1.2 billion from five India credit funds that were non-management fee earning which are in the process of winding up. Long-term outflows were partially offset by inflows of $3.8 billion in two fixed income funds, including the $1.0 billion launch of a closed-end fund.


(in billions)	Fixed Income		Equity		Alternative		Multi-Asset		Cash Management		Total
for the nine months ended June 30, 2022
AUM at October 1, 2021	$	650.3	$	523.6	$	145.2	$	152.4	$	58.6	$	1,530.1
Long-term inflows	112.2		100.4		16.6		31.3		—		260.5
Long-term outflows	(126.3)		(103.0)		(11.5)		(27.1)		—		(267.9)
Long-term net flows	(14.1)		(2.6)		5.1		4.2		—		(7.4)
Cash management net flows	—		—		—		—		(0.9)		(0.9)
Total net flows	(14.1)		(2.6)		5.1		4.2		(0.9)		(8.3)
Acquisitions	—		4.6		58.0		2.3		—		64.9
Net market change, distributions and other	(99.9)		(100.7)		16.5		(22.7)		(0.1)		(206.9)
AUM at June 30, 2022	$	536.3	$	424.9	$	224.8	$	136.2	$	57.6	$	1,379.8

AUM decreased $150.3 billion, or 10%, during the nine months ended June 30, 2022 due to the negative impact of $206.9 billion of net market change, distributions and other, $7.4 billion of long-term net outflows and $0.9 billion of cash management net outflows, partially offset by $64.9 billion from acquisitions. Net market change, distributions and other primarily consists of $152.5 billion of market depreciation, $42.6 billion of long-term distributions and $11.8 billion decrease from foreign exchange revaluation. The market depreciation occurred in all asset classes with the exception of the alternative asset class. Foreign exchange revaluation from AUM in products that are not U.S. dollar denominated was primarily due to a stronger U.S. dollar compared to the Japanese Yen, Euro, Pound Sterling and Australian dollar.

Long-term inflows decreased 7% to $260.5 billion, as compared to the prior-year period, driven by lower inflows in fixed income open-end funds and institutional separate accounts, partially offset by higher inflows for alternative private closed end funds. Long-term outflows decreased 10% to $267.9 billion due to lower outflows in fixed income institutional separate accounts and equity open-end funds, partially offset by higher outflows for multi-asset sub-advised mutual funds.


(in billions)	Fixed Income		Equity		Alternative		Multi-Asset		Cash Management		Total
for the nine months ended June 30, 2021
AUM at October 1, 2020	$	656.9	$	438.1	$	122.1	$	129.4	$	72.4	$	1,418.9
Long-term inflows	135.7		103.0		15.3		27.5		—		281.5
Long-term outflows	(142.1)		(118.8)		(8.9)		(27.0)		—		(296.8)
Long-term net flows	(6.4)		(15.8)		6.4		0.5		—		(15.3)
Cash management net flows	—		—		—		—		(11.2)		(11.2)
Total net flows	(6.4)		(15.8)		6.4		0.5		(11.2)		(26.5)
Net market change, distributions and other	7.6		114.6		12.3		23.1		2.1		159.7
AUM at June 30, 2021	$	658.1	$	536.9	$	140.8	$	153.0	$	63.3	$	1,552.1

AUM increased $133.2 billion, or 9%, during the nine months ended June 30, 2021 due to $159.7 billion of net market change, distributions and other, partially offset by $15.3 billion of long-term net outflows and $11.2 billion of cash management net outflows. Net market change, distributions and other consists of $179.9 billion of market appreciation and a $4.9 billion increase from foreign exchange revaluation, partially offset by $25.1 billion of long-term distributions. The market appreciation occurred in all asset classes, most significantly in the equity and multi-asset asset classes, and reflected positive returns in global equity markets. Foreign exchange revaluation was primarily due to a weaker U.S. dollar compared to the Canadian dollar, Australian dollar, Pound Sterling and Brazilian Real, partially offset by a stronger U.S. dollar compared to the Japanese Yen.

Long-term outflows included outflows of $26.9 billion from eleven institutional products, including a single fixed income redemption of $5.9 billion, and two equity redemptions of $3.7 billion and $2.2 billion, $10.2 billion from seven fixed income funds, including $2.5 billion from five India credit funds that were non-management fee earning which are in the process of winding up, $3.6 billion from two equity funds and $3.1 billion from a multi-asset fund. Long-term outflows were partially offset by inflows of $10.6 billion in three fixed income funds, including the $1.0 billion launch of a closed-end fund, $5.3 billion in two institutional separate accounts, $3.1 billion in a multi-asset fund and $3.0 billion in an equity fund. Additionally, long-term outflows in the equity asset class included $2.1 billion of exchanges that are included as long-term inflows in the multi-asset asset class.

AUM by sales region was as follows:


(in billions)	June 30, 2022		June 30, 2021		Percent Change
United States	$	1,034.3	$	1,151.2	(10	%)
International
Asia-Pacific	131.1		161.1		(19	%)
Europe, Middle East and Africa	133.6		156.2		(14	%)
Americas, excl. U.S.	80.8		83.6		(3	%)
Total international	345.5		400.9		(14	%)
Total	$	1,379.8	$	1,552.1	(11	%)

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 in Top Two Peer Group Quartiles								% of Strategy Composite AUM Exceeding Benchmark
as of June 30, 2022	1-Year		3-Year		5-Year		10-Year		1-Year		3-Year		5-Year		10-Year
Fixed Income	38	%	38	%	32	%	68	%	18	%	48	%	84	%	95	%
Equity	46	%	27	%	55	%	50	%	41	%	34	%	42	%	40	%
Total AUM3	52	%	42	%	54	%	50	%	35	%	49	%	69	%	73	%

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 37%, 37%, 37% and 35% of our total AUM as of June 30, 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 65%, 64%, 64% and 59% of our total AUM as of June 30, 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 16% and 10% of our total AUM at June 30, 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 July 10, 2022, and are subject to revision.

Past performance is not indicative of future results. For AUM included in institutional and retail separate accounts and investment funds managed in the same strategy as separate accounts, performance comparisons are based on gross-of-fee performance. For investment funds which are not managed in a separate account format, performance comparisons are based on net-of-fee performance. These performance comparisons do not reflect the actual performance of any specific separate account or investment fund; individual separate account and investment fund performance may differ. The information in this presentation is provided solely for use in connection with this 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.


(in millions)		Three Months Ended June 30,					Percent Change		Nine Months Ended June 30,				Percent Change
	2022			2021			2022		2021
Investment management fees		$	1,636.1		$	1,697.3	(4	%)	$	5,045.8	$	4,836.1	4	%
Sales and distribution fees		335.6			416.9		(20	%)	1,104.0		1,227.4		(10	%)
Shareholder servicing fees		46.9			50.5		(7	%)	146.8		155.6		(6	%)
Other		12.7			8.2		55	%	39.7		25.4		56	%
Total Operating Revenues		$	2,031.3		$	2,172.9	(7	%)	$	6,336.3	$	6,244.5	1	%

Investment Management Fees

Investment management fees decreased $61.2 million for the three months ended June 30, 2022 primarily due to a 6% 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.

Investment management fees increased $209.7 million for the nine months ended June 30, 2022 primarily due to higher performance fees and a 1% increase in average AUM. The increase in average AUM occurred primarily in the alternative and equity asset classes, partially offset by decreases in the fixed income asset class.

Our effective investment management fee rate excluding performance fees (annualized investment management fees excluding performance fees divided by average AUM) increased to 42.3 and 41.8 basis points for the three and nine months ended June 30, 2022, from 41.8 and 41.7 basis points for the same periods in the prior fiscal year. The increases were primarily due to the acquisition of Lexington, partially offset by a shift in assets from higher-fee products to lower-fee products in the fixed income and equity asset classes.

Performance fees were $119.3 million and $364.3 million for the three and nine months ended June 30, 2022, and $102.6 million and $189.7 million for the same periods in the prior fiscal year, with the increase due to strong performance by our alternative specialist investment managers.

Sales and Distribution Fees

Sales and distribution fees by revenue driver are presented below.


(in millions)		Three Months Ended June 30,					Percent Change		Nine Months Ended June 30,				Percent Change
	2022			2021			2022		2021
Asset-based fees		$	272.5		$	332.0	(18	%)	$	890.5	$	971.2	(8	%)
Sales-based fees		59.4			80.9		(27	%)	202.6		240.9		(16	%)
Contingent sales charges		3.7			4.0		(8	%)	10.9		15.3		(29	%)
Sales and Distribution Fees		$	335.6		$	416.9	(20	%)	$	1,104.0	$	1,227.4	(10	%)

Asset-based distribution fees decreased $59.5 million and $80.7 million for the three and nine months ended June 30, 2022 primarily due to $44.9 million and $41.2 million from decreases of 15% and 5% in the related average AUM, and $9.4 million and $30.4 million from a higher mix of lower-fee assets.

Sales-based fees decreased $21.5 million and $38.3 million for the three and nine months ended June 30, 2022 primarily due to $22.6 million and $42.3 million from lower commissionable sales, partially offset by $1.2 million and $4.2 million from a higher mix of equity sales, which typically generate higher sales fees than fixed income products.

Other

Other revenue increased $4.5 million and $14.3 million for the three and nine months ended June 30, 2022 primarily due to an increase in 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 June 30,				Percent Change			Nine Months Ended June 30,					Percent Change
(in millions)	2022		2021				2022			2021
Compensation and benefits	$	766.7	$	771.4	(1	%)		$	2,321.8		$	2,229.2	4	%
Sales, distribution and marketing	440.3		531.0		(17	%)		1,432.8			1,579.3		(9	%)
Information systems and technology	125.9		121.8		3	%		376.6			355.8		6	%
Occupancy	53.8		54.6		(1	%)		163.1			164.1		(1	%)
Amortization of intangible assets	81.8		58.0		41	%		200.5			174.1		15	%
General, administrative and other	158.1		158.0		0	%		416.1			398.5		4	%
Total Operating Expenses	$	1,626.6	$	1,694.8	(4	%)		$	4,910.9		$	4,901.0	0	%

Compensation and Benefits

The components of compensation and benefits expenses are presented below.


	Three Months Ended June 30,				Percent Change			Nine Months Ended June 30,					Percent Change
(in millions)	2022		2021				2022			2021
Salaries, wages and benefits	$	366.5	$	366.7	0	%		$	1,078.9		$	1,091.1	(1	%)
Incentive compensation	364.3		352.1		3	%		1,136.8			963.2		18	%
Acquisition-related retention	44.2		39.1		13	%		118.4			129.2		(8	%)
Other1	(8.3)		13.5		NM			(12.3)			45.7		NM
Compensation and Benefits Expenses	$	766.7	$	771.4	(1	%)		$	2,321.8		$	2,229.2	4	%

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 remained flat for the three months ended June 30, 2022 and decreased $12.2 million for the nine months ended June 30, 2022, as the impact of headcount reductions associated with strategic initiatives and a $15.5 million decrease in termination benefits for the nine-month period, were substantially offset by salaries, wages and benefits expense due to the acquisitions of Lexington and OSAM.

Incentive compensation increased $12.2 million for the three months ended June 30, 2022 primarily due to an increase of approximately $50.0 million at alternative specialist investment managers, including the acquisition of Lexington, partially offset by lower incentive compensation at other specialist investment managers and declines in our sales-based and discretionary incentive expense. Incentive compensation increased $173.6 million for the nine months ended June 30, 2022 primarily due to a $142.0 million increase related to higher incentive compensation at the specialist investment managers, driven by higher performance fees and the acquisition of Lexington, and an increase of $39.1 million in stock and stock unit award amortization.

Acquisition-related retention expenses increased $5.1 million for the three months ended June 30, 2022, primarily due to the acquisition of Lexington.

Other compensation and benefits was $(8.3) million and $13.5 million for the three months ended June 30, 2022 and 2021, and $(12.3) million and $45.7 million for the nine months ended June 30, 2022 and 2021. The changes for both periods were primarily related to market adjustments on investments related to our deferred compensation plans and compensation related to minority interests. Special termination benefits also decreased $3.2 million and $14.0 million for the three and nine months ended ended June 30, 2022 primarily due to workforce optimization initiatives related to the acquisition of Legg Mason, Inc. (“Legg Mason”) in the prior year periods.

We expect to incur additional acquisition-related retention expenses of approximately $60 million during the remainder of the current fiscal year, and annual amounts beginning at approximately $230 million in the fiscal year ending September 30, 2023 and decreasing over the following two fiscal years by approximately $30 million and $70 million. At June 30, 2022, our global workforce had decreased to approximately 9,800 employees from approximately 10,600 at June 30, 2021.

Sales, Distribution and Marketing

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


	Three Months Ended June 30,				Percent Change			Nine Months Ended June 30,					Percent Change
(in millions)	2022		2021				2022			2021
Asset-based expenses	$	367.0	$	430.7	(15	%)		$	1,182.8		$	1,282.3	(8	%)
Sales-based expenses	58.7		79.9		(27	%)		200.4			238.2		(16	%)
Amortization of deferred sales commissions	14.6		20.4		(28	%)		49.6			58.8		(16	%)
Sales, Distribution and Marketing	$	440.3	$	531.0	(17	%)		$	1,432.8		$	1,579.3	(9	%)

Asset-based expenses decreased $63.7 million and $99.5 million for the three and nine months ended June 30, 2022 primarily due to $42.0 million and $33.0 million from decreases of 12% and 3% in related average AUM, and $23.7 million and $48.1 million from 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.

Sales-based expenses decreased $21.2 million and $37.8 million for the three and nine months ended June 30, 2022 substantially all due to lower commissionable sales.

Information Systems and Technology

Information systems and technology expenses increased $4.1 million and $20.8 million for the three and nine months ended June 30, 2022, primarily due to higher costs incurred for consulting and software.

Amortization of intangible assets

Amortization of intangible assets increased $23.8 million and $26.4 million for the three and nine months ended June 30, 2022, primarily related to intangible assets recognized as part of the acquisition of Lexington.

General, Administrative and Other

General, administrative and other operating expenses increased $0.1 million and $17.6 million for the three and nine months ended June 30, 2022, primarily due increases of $14.1 million and $7.8 million in professional fees, largely related to acquisition-related costs, as well as increases of $10.0 million and $24.3 million in advertising and promotion expenses primarily related to our global brand campaign and $12.2 million and $23.6 million in travel and entertainment expenses. The nine months ended June 30, 2022, also included $15.7 million of non-recurring costs incurred in connection with the outsourcing of our global transfer agent functions. The increases for both the three- and nine-month periods were partially offset by $43.0 million of closed-end fund product launch costs incurred in the prior year and the increase for the nine-month period was also partially offset by a net $7.7 million credit to adjust the fair value of our contingent consideration asset and liabilities recognized in the current year.

OTHER INCOME (EXPENSES)

Other income (expenses) consisted of the following:


	Three Months Ended June 30,				Percent Change			Nine Months Ended June 30,					Percent Change
(in millions)	2022		2021				2022			2021
Investment and other income, net	$	13.0	$	52.9	(75	%)		$	97.7		$	197.2	(50	%)
Interest expense	(28.9)		(25.7)		12	%		(71.1)			(71.3)		0	%
Investment and other income (losses) of consolidated investment products, net	(74.4)		61.0		NM			33.3			263.3		(87	%)
Expenses of consolidated investment products	(1.3)		(10.9)		(88	%)		(10.1)			(26.5)		(62	%)
Other Income (Expenses), Net	$	(91.6)	$	77.3	NM			$	49.8		$	362.7	(86	%)

Investment and other income, net decreased $39.9 million and $99.5 million for the three and nine months ended June 30, 2022 primarily due to the impact of market declines in the current year periods.

Equity method investees generated net losses of $0.1 million for the three months ended June 30, 2022, as compared to income of $39.4 million in the prior year, and for the nine-month periods generated income of $51.6 million and $123.8 million, largely related to various global equity and alternative funds. The nine-month period in the current year also reflects a $52.6 million gain recognized on the sale of our investment in Embark.

Investments held by the Company generated net losses of $35.6 million and $32.9 million for the three and nine months ended June 30, 2022, as compared to net gains of $17.3 million and $76.2 million in the prior year periods, primarily from investments in nonconsolidated funds and separate accounts and assets invested for deferred compensation plans, partially offset by net gains from investments measured at cost adjusted for observable price changes.

Net foreign currency exchange gains were $14.5 million and $24.2 million for the three and nine months ended June 30, 2022, as compared to net losses of $7.2 million and $17.2 million for the three and nine months ended June 30, 2021. The increases were primarily due to the impact of the strengthening of the U.S. dollar against the Euro and British Pound.

Derivatives generated $17.5 million and $15.2 million of gains for the three and nine months ended June 30, 2022 as compared to losses of $9.1 million and $25.2 million in the prior year periods.

Interest expense increased $3.2 million for the three months ended June 30, 2022 and decreased $0.2 million for the nine months ended June 30, 2022. The increase for the three-month period was primarily due to $6.1 million of accretion on the Lexington deferred consideration and $3.1 million of interest expense recognized on the senior unsecured unsubordinated notes issued in August 2021, offset in part by a $6.8 million decrease due to the redemption in September 2021 of the junior notes issued by Legg Mason.

Investments held by consolidated investment products (“CIPs”) generated losses of $78.5 million and $4.0 million in the three and nine months ended June 30, 2022, as compared to gains of $33.2 million and $182.8 million in the prior year periods, largely related to losses on holdings of various equity, fixed income and alternative funds for the three month-period, and losses on holdings of various equity and fixed income funds, partially offset by higher gains on holdings of various alternative funds for the nine-month period. Dividend and interest income of CIPs was $4.1 million and $37.3 million for the three and nine months ended June 30, 2022, as compared to $27.8 million and $80.5 million in the prior year periods.

Expenses of consolidated investments products decreased $9.6 million and $16.4 million for the three- and nine- months ended June 30, 2022, primarily due to lower expenses incurred by an alternative fund.

Our cash, cash equivalents and investments portfolio by asset class and accounting classification at June 30, 2022, excluding third-party assets of CIPs, was as follows:


	Accounting Classification1										Total
(in millions)	Cash and Cash Equivalents		Investments at Fair Value		Equity Method Investments		Other Investments		Direct Investments in CIPs
Cash and Cash Equivalents	$	3,806.3	$	—	$	—	$	—	$	—	$	3,806.3
Investments
Alternative	—		99.0		517.9		65.7		478.0		1,160.6
Equity	—		315.3		191.0		150.0		139.1		795.4
Fixed Income	—		206.2		22.0		37.5		269.5		535.2
Multi-Asset	—		40.3		13.6		—		75.0		128.9
Total investments	—		660.8		744.5		253.2		961.6		2,620.1
Total Cash and Cash Equivalents and Investments2, 3	$	3,806.3	$	660.8	$	744.5	$	253.2	$	961.6	$	6,426.4

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 2021 for information on investment accounting classifications.

2Total cash and cash equivalents and investments includes $3,620.8 million used for operational activities, including investments in sponsored funds and other products, and $229.7 million necessary to comply with regulatory requirements.

3Total cash and cash equivalents and investments includes $308.7 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 28.6% and 23.6% for the three and nine months ended June 30, 2022, as compared to 15.1% and 20.8% for the three and nine months ended June 30, 2021. The rate increase for three-month period was primarily due to net losses on investments held by CIPs for which there are no related tax benefits, benefits in the prior year from the release of the valuation allowance for interest expense carryforward and a decrease in foreign earnings. The rate increase for the nine-month period was primarily due to 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 as these measures exclude the impact of CIPs and mitigate the margin variability related to sales and distribution revenues and expenses across multiple distribution channels globally. These measures also exclude performance-based investment management fees which are fully passed through as compensation and benefits expense per the terms of certain acquisitions and have no impact on net income. These measures also exclude acquisition-related expenses, certain items which management considers to be nonrecurring, unrealized investment gains and losses included in investment and other income (losses), net, and the related income tax effect of these adjustments, as applicable. These measures also exclude the impact on compensation and benefits expense from arrangements which are offset in investment and other income (loss), net or net income (loss) attributable to noncontrolling interests.

“Adjusted operating income,” “adjusted operating margin,” “adjusted net income” and “adjusted diluted earnings per share” are defined below, followed by reconciliations of operating income, operating margin, net income attributable to Franklin Resources, Inc. and diluted earnings per share on a U.S. GAAP basis to these non-GAAP measures. Non-GAAP measures should not be considered in isolation from, or as substitutes for, any financial information prepared in accordance with U.S. GAAP, and may not be comparable to other similarly titled measures of other companies. Additional reconciling items may be added in the future to these non-GAAP measures if deemed appropriate.

Adjusted Operating Income

We define adjusted operating income as operating income adjusted to exclude the following:

Elimination of operating revenues upon consolidation of investment products.
Acquisition-related retention compensation.
Impact on compensation and benefits expense from gains and losses on investments related to deferred compensation plans and seed investments, which is offset in investment and other income (losses), net.
Other acquisition-related expenses including professional fees, technology costs and fair value adjustments related to contingent consideration assets and liabilities.
Amortization and impairment of intangible assets, if any.
Special termination benefits related to workforce optimization initiatives related to past acquisitions and specific initiatives announced by the Company.
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:

Acquisition-related performance-based investment management fees which are passed through as compensation and benefits expense.
Sales and distribution fees and a portion of investment management fees allocated to cover sales, distribution and marketing expenses paid to the financial advisers and other intermediaries who sell our funds on our behalf.
Elimination of operating revenues upon consolidation of investment products.

Adjusted Net Income

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

Activities of CIPs, including investment and other income (losses), net, and income (loss) attributable to noncontrolling interests, net of revenues eliminated upon consolidation of investment products.
Acquisition-related retention compensation.
Other acquisition-related expenses including professional fees, technology costs and fair value adjustments related to contingent consideration assets and liabilities.
Amortization and impairment of intangible assets, if any.
Special termination benefits related to workforce optimization initiatives related to past acquisitions and specific initiatives announced by the Company.
Net gains or losses on investments related to deferred compensation plans which are not offset by compensation and benefits expense.
Unrealized investment gains and losses other than those that are offset by compensation and benefits expense.
Interest expense for amortization of Legg Mason debt premium from acquisition-date fair value adjustment.
Net compensation and benefits expense related to minority interests in certain subsidiaries not offset by net income (loss) attributable to redeemable noncontrolling interests.
Net income tax expense of the above adjustments based on the respective blended rates applicable to the adjustments.

Adjusted Diluted Earnings Per Share

We define adjusted diluted earnings per share as diluted earnings per share adjusted to exclude the per share impacts of the adjustments applied to net income in calculating adjusted net income.

In calculating adjusted operating income, adjusted operating margin, adjusted net income and adjusted diluted earnings per share, we adjust for activities of CIPs because the impact of consolidated products is not considered reflective of the underlying results of our operations. We adjust for acquisition-related retention compensation, other acquisition-related expenses, amortization and impairment of intangible assets, if any, and interest expense for amortization of the Legg Mason debt premium to facilitate comparability of our operating results with the results of other asset management firms. We adjust for special termination benefits related to workforce optimization initiatives related to past acquisitions and specific initiatives announced by the Company because these items are deemed nonrecurring. In calculating adjusted net income and adjusted diluted earnings per share, we adjust for unrealized investment gains and losses included in investment and other income (losses), net, net compensation and benefits expense related to minority interests in certain subsidiaries not offset by net income

(loss) attributable to redeemable noncontrolling interests because these items relate to profits interest shares and net gains or losses on investments related to deferred compensation plans which are not offset by compensation and benefits expense because these items primarily relate to seed and strategic investments which have been and are generally expected to be held long term.

The calculations of adjusted operating income, adjusted operating margin, adjusted net income and adjusted diluted earnings per share are as follows:


(in millions)	Three Months Ended June 30,				Nine Months Ended June 30,
2022	2021		2022		2021
Operating income	$	404.7	$	478.1	$	1,425.4	$	1,343.5
Add (subtract):
Elimination of operating revenues upon consolidation of investment products1	13.0		5.2		38.5		16.7
Acquisition-related retention	44.2		39.1		118.4		129.2
Compensation and benefits expense from gains (losses) on deferred compensation and seed investments, net	(19.3)		9.6		(30.4)		23.9
Other acquisition-related expenses	31.5		7.3		58.9		23.0
Amortization of intangible assets	81.8		58.0		200.5		174.1
Special termination benefits	0.7		3.9		7.8		21.8
Compensation and benefits expense related to minority interests in certain subsidiaries	10.3		—		10.3		—
Adjusted operating income	$	566.9	$	601.2	$	1,829.4	$	1,732.2

Total operating revenues	$	2,031.3	$	2,172.9	$	6,336.3	$	6,244.5
Add (subtract):
Acquisition-related pass through performance fees	—		—		(0.4)		(25.3)
Sales and distribution fees	(335.6)		(416.9)		(1,104.0)		(1,227.4)
Allocation of investment management fees for sales, distribution and marketing expenses	(104.7)		(114.1)		(328.8)		(351.9)
Elimination of operating revenues upon consolidation of investment products1	13.0		5.2		38.5		16.7
Adjusted operating revenues	$	1,604.0	$	1,647.1	$	4,941.6	$	4,656.6

Operating margin	19.9%		22.0%		22.5%		21.5%
Adjusted operating margin	35.3%		36.5%		37.0%		37.2%


(in millions, except per share data)	Three Months Ended June 30,				Nine Months Ended June 30,
2022	2021		2022		2021
Net income attributable to Franklin Resources, Inc.	$	256.4	$	438.4	$	1,059.2	$	1,165.5
Add (subtract):
Net (income) loss of consolidated investment products1	(6.8)		(0.6)		3.3		14.3
Acquisition-related retention	44.2		39.1		118.4		129.2
Other acquisition-related expenses	37.6		7.2		65.4		21.0
Amortization of intangible assets	81.8		58.0		200.5		174.1

Special termination benefits	0.7		3.9		7.8		21.8
Net (gains) losses on deferred compensation plan investments not offset by compensation and benefits expense	6.1		(0.9)		8.6		(2.3)
Unrealized investment losses (gains)	45.7		(30.1)		117.8		(186.6)
Interest expense for amortization of debt premium	(6.3)		(6.4)		(18.9)		(29.3)
Net compensation and benefits expense related to minority interests in certain subsidiaries not offset by net income (loss) attributable to redeemable noncontrolling interests	0.5		—		0.5		—
Net income tax expense of adjustments	(43.9)		(14.9)		(101.4)		(37.1)
Adjusted net income	$	416.0	$	493.7	$	1,461.2	$	1,270.6

Diluted earnings per share	$	0.50	$	0.86	$	2.07	$	2.27
Adjusted diluted earnings per share	0.82		0.96		2.86		2.48

1The impact of CIPs is summarized as follows:


(in millions)	Three Months Ended June 30,				Nine Months Ended June 30,
2022	2021		2022		2021
Elimination of operating revenues upon consolidation	$	(13.0)	$	(5.2)	$	(38.5)	$	(16.7)
Other income (expenses), net	(33.6)		13.1		48.8		129.0
Less: income (loss) attributable to noncontrolling interests	(53.4)		7.3		13.6		126.6
Net income (loss)	$	6.8	$	0.6	$	(3.3)	$	(14.3)

LIQUIDITY AND CAPITAL RESOURCES

Cash flows were as follows:


	Nine Months Ended June 30,
(in millions)	2022		2021
Operating cash flows	$	1,090.3	$	739.3
Investing cash flows	(2,679.9)		(1,936.0)
Financing cash flows	1,489.2		1,542.9

Net cash provided by operating activities increased during the nine months ended June 30, 2022 primarily due to adjustments for losses from CIPs as compared to gains in the prior year, increases in acquisition-related accrued compensation and benefits, lower net purchases of investments by CIPs and net losses on investments as compared to net gains in the prior year, partially offset by lower net income. Net cash used in investing activities increased primarily due to cash paid for acquisitions in the current year, partially offset by net liquidations of our investments as compared to net purchases in the prior year. Net cash provided by financing activities decreased primarily due to proceeds from the issuance of debt in the prior year, partially offset by higher net proceeds from the debt of CIPs.

The assets and liabilities of CIPs attributable to third-party investors do not impact our liquidity and capital resources. We have no right to the CIPs’ assets, other than our direct equity investment in them and investment management and other fees earned from them. The debt holders of the CIPs have no recourse to our assets beyond the level of our direct investment, therefore we bear no other risks associated with the CIPs’ liabilities. Accordingly, the assets and liabilities of CIPs, other than our direct investments in them, are excluded from the amounts and discussion below.

Our liquid assets and debt consisted of the following:


(in millions)	June 30, 2022		September 30, 2021
Assets
Cash and cash equivalents	$	3,697.5	$	4,357.8
Receivables	1,236.0		1,300.4
Investments	859.5		1,042.2
Total Liquid Assets	$	5,793.0	$	6,700.4

Liability
Debt	$	3,382.2	$	3,399.4

Liquidity

Liquid assets consist of cash and cash equivalents, receivables and certain investments. Cash and cash equivalents at June 30, 2022 primarily consist of money market funds and deposits with financial institutions. Liquid investments consist of investments in sponsored and other funds, direct investments in redeemable CIPs, other equity and debt securities, and time deposits with maturities greater than three months.

We utilize a significant portion of our liquid assets to satisfy operational and regulatory requirements and fund capital contributions to sponsored and other products. Certain of our subsidiaries are required by our internal policy or regulation to maintain minimum levels of cash and/or capital, and may be restricted in their ability to transfer cash to their parent companies. Should we require more capital than is available for use, we could elect to reduce the level of discretionary activities, such as share repurchases or investments in sponsored and other products, we could raise capital through debt or equity issuances, or utilize existing or new credit facilities. These alternatives could result in increased interest expense, decreased dividend or interest income, or other dilution to our earnings.

Capital Resources

We believe that we can meet our present and reasonably foreseeable operating cash needs and future commitments through existing liquid assets, continuing cash flows from operations, amounts available under the credit facility discussed below, the ability to issue debt or equity securities and borrowing capacity under our uncommitted commercial paper private placement program.

On January 10, 2022, the Company entered into a bi-lateral credit agreement with Bank of America, N.A. to establish a 364 day revolving credit facility with an aggregate commitment of $500.0 million. As of the time of this filing, there were no amounts outstanding.

In prior fiscal years, we issued senior unsecured unsubordinated notes for general corporate purposes and to redeem outstanding notes. At June 30, 2022, Franklin’s outstanding senior notes had an aggregate principal amount due of $1,900.0 million. The notes have fixed interest rates from 1.600% to 2.950% with interest paid semi-annually and have an aggregate carrying value, inclusive of unamortized discounts and debt issuance costs, of $1,882.7 million. We are considering repaying the $300.0 million 2.800% senior notes due September 2022 by refinancing or using existing cash. At June 30, 2022, Legg Mason’s outstanding senior notes had an aggregate principal amount due of $1,250.0 million. The notes have fixed interest rates from 3.950% to 5.625% with interest payable semi-annually for senior notes, and have an aggregate carrying value, inclusive of unamortized premium and debt issuance costs, of $1,499.5 million at June 30, 2022. Effective August 2, 2021, Franklin agreed to unconditionally and irrevocably guarantee all of the outstanding notes issued by Legg Mason.

The senior notes contain an optional redemption feature that allows us to redeem each series of notes prior to maturity in whole or in part at any time, at a make-whole redemption price. The indentures governing the senior notes contain limitations on our ability and the ability of our subsidiaries to pledge voting stock or profit participating equity interests in our subsidiaries to secure other debt without similarly securing the notes equally and ratably. In addition, the indentures include requirements that must be met if we consolidate or merge with, or sell all of our assets to, another entity. We were in compliance with all debt covenants at June 30, 2022.

At June 30, 2022, we had $500.0 million of short-term commercial paper available for issuance under an uncommitted private placement program which has been inactive since 2012 and is unrated.

Our ability to access the capital markets in a timely manner depends on a number of factors, including our credit rating, the condition of the global economy, investors’ willingness to purchase our securities, interest rates, credit spreads and the valuation levels of equity markets. If we are unable to access capital markets in a timely manner, our business could be adversely impacted.

Uses of Capital

We expect that our main uses of cash will be to invest in and grow our business including through acquisitions, pay stockholder dividends, invest in our products, pay income taxes and operating expenses of the business, enhance technology infrastructure and business processes, repurchase shares of our common stock, and repay and service debt. While we expect to continue to repurchase shares to offset dilution from share-based compensation, and expect to continue to repurchase shares opportunistically from time to time, we will likely spend more of our post-dividend free cash flow investing in our business, including seed capital and acquiring resources to help grow our investment teams and operations.

On November 15, 2021, we entered into an agreement with FIS, a financial technology leader, to assume operation of the Company’s global transfer agent function as a sub-agent or delegate, depending on the jurisdiction. We will incur transfer agent expenses for the services provided by FIS which will be recorded gross of shareholder servicing revenue earned from the funds.

We typically declare cash dividends on a quarterly basis, subject to approval by our Board of Directors. We declared regular dividends of $0.87 per share during the nine months ended June 30, 2022 and $0.84 per share during the nine months ended June 30, 2021. We currently expect to continue paying comparable regular dividends on a quarterly basis to holders of our common stock depending upon earnings and other relevant factors.

We maintain a stock repurchase program to manage our equity capital with the objective of maximizing shareholder value. Our stock repurchase program is effected through open-market purchases and private transactions in accordance with applicable laws and regulations, and is not subject to an expiration date. The size and timing of these purchases will depend on business conditions, price, market and other factors. During the three and nine months ended June 30, 2022, we repurchased 2.0 million and 5.4 million shares of our common stock at a cost of $51.0 million and $153.5 million. At June 30, 2022, 25.4 million shares remained available for repurchase under the authorization of 80.0 million shares approved by our Board of Directors in April 2018. During the three and nine months ended June 30, 2021, we repurchased 1.4 million and 5.2 million shares of our common stock at a cost of $46.4 million and $137.8 million.

We invested $19.7 million and $199.2 million, net of redemptions, into our sponsored products during the nine months ended June 30, 2022 and 2021.

On May 31, 2022, we entered into an acquisition agreement to acquire all of the outstanding ownership interests in BNY Alcentra Group Holdings, Inc. from BNY Mellon for cash consideration of approximately $350 million to be paid at closing and up to $350 million in contingent consideration to be paid upon on the achievement of certain performance thresholds over the next four years. The acquisition is expected to be funded from our existing balance sheet resources.

On April 1, 2021, we acquired all of the outstanding ownership interests in Lexington, a leading global manager of secondary private equity and co-investment funds, for cash consideration of approximately $1.0 billion, excluding future payments to be made subject to the attainment of certain performance measures. In connection with the acquisition, we granted a 25% profits interest in Lexington and performance-based cash retention awards that both vest over approximately five years. We paid the purchase price from our existing cash.

On December 31, 2021, we acquired all of the outstanding ownership interests in OSAM, a leading quantitative asset management firm, for cash consideration of approximately $300 million, excluding future payments to be made subject to the attainment of certain performance measures. We paid the purchase price from our existing cash.

The funds that we manage have their own resources available for purposes of providing liquidity to meet shareholder redemptions, including securities that can be sold or provided to investors as in-kind redemptions, and lines of credit. Increased liquidity risks and redemptions have required, and may continue to require, increased cash in the form of loans or other lines of credit to help settle redemptions and for other related purposes. While we have no legal or contractual obligation to do so, we have in certain instances voluntarily elected to provide the funds with direct or indirect financial support based on our business objectives. During the fiscal year ended September 30, 2020, the Company authorized loans to certain sponsored funds in India that experienced increased liquidity risks and redemptions. The loans were fully repaid during the second quarter of fiscal year 2021. See Note 16 – Commitments and Contingencies in the notes to consolidated financial statements in Item 8 of Part II of our Annual Report on Form 10-K for fiscal year 2021 for further information. We did not provide financial or other support to our sponsored funds during the nine months ended June 30, 2022.

CRITICAL ACCOUNTING POLICIES

Our consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America, which require the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. These estimates, judgments and assumptions are affected by our application of accounting policies. Further, global concerns about the the global economic growth outlook and the risk of a recession as well as the ongoing COVID-19 pandemic have adversely affected, and may continue to adversely affect, our business, financial condition and results of operations including the estimates and assumptions made by management. Actual results could differ from the estimates. The following are updates to our critical accounting policies disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for fiscal year 2021.

Consolidation

We consolidate our subsidiaries and investment products in which we have a controlling financial interest. We have a controlling financial interest when we own a majority of the voting interest in a voting interest entity or are the primary beneficiary of a variable interest entity (“VIE”). Our VIEs are primarily investment products and our variable interests consist of our equity ownership interests in and investment management fees earned from these products. As of June 30, 2022, we were the primary beneficiary of 51 investment product VIEs.

Business Combinations

Business combinations are accounted for by recognizing the acquired assets, including separately identifiable intangible assets, and assumed liabilities at their acquisition-date estimated fair values. Any excess of the purchase consideration over the acquisition-date fair values of these identifiable assets and liabilities is recognized as goodwill. Goodwill and indefinite-lived intangible assets are tested for impairment annually and when an event occurs or circumstances change that more likely than not reduce the fair value of the related reporting unit or indefinite-lived intangible asset below its carrying value. Definite-lived intangible assets are tested for impairment quarterly.

Subsequent to the annual impairment tests performed as of August 1, 2021, we monitored both macroeconomic and entity-specific factors, including changes in our AUM to determine whether circumstances have changed that would more likely than not reduce the fair value of the reporting unit below its carrying value or indicate that the indefinite-lived intangible assets might be impaired. We also monitored fluctuations of our common stock per share price to evaluate our market capitalization relative to the reporting unit as a whole. During the nine months ended June 30, 2022, there were no events or circumstances which would indicate that goodwill, indefinite-lived intangible assets or definite-lived intangible assets might be impaired.

While we believe that the assumptions used to estimate fair value in our impairment tests are reasonable and appropriate, future changes in the assumptions could result in recognition of impairment.

Fair Value Measurements

A substantial amount of our investments are recorded at fair value or amounts that approximate fair value on a recurring basis. We use a three-level fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value based on whether the inputs to those valuation techniques are observable or unobservable.

As of June 30, 2022, Level 3 assets represented 10% of total assets measured at fair value, which primarily related to CIPs’ investments in equity and debt securities. There were insignificant transfers into and out of Level 3 during the nine months ended June 30, 2022.

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