Edgar Filing: FRANKLIN RESOURCES INC

Form 10Q 12.31.2012

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, 2012



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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post 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, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer x		Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company 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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Outstanding: 212,528,109 shares of common stock, par value $0.10 per share, of Franklin Resources, Inc. as of January 25, 2013.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

FRANKLIN RESOURCES, INC.

Condensed Consolidated Statements of Income

Unaudited



	Three Months Ended December 31,
(in millions, except per share data)	2012			2011
Operating Revenues
Investment management fees	$	1,199.9		$	1,075.1
Sales and distribution fees	604.1			524.3
Shareholder servicing fees	74.4			75.4
Other, net	23.4			27.1
Total operating revenues	1,901.8			1,701.9
Operating Expenses
Sales, distribution and marketing	730.9			630.6
Compensation and benefits	335.1			300.4
Information systems and technology	43.6			41.4
Occupancy	33.4			31.8
General, administrative and other	73.7			65.3
Total operating expenses	1,216.7			1,069.5
Operating Income	685.1			632.4
Other Income (Expenses)
Investment and other income, net	45.5			71.2
Interest expense	(14.5		)	(8.6		)
Other income, net	31.0			62.6
Income before taxes	716.1			695.0
Taxes on income	211.4			201.3
Net income	504.7			493.7
Less: Net income (loss) attributable to
Nonredeemable noncontrolling interests	(12.7		)	10.1
Redeemable noncontrolling interests	1.3			2.8
Net Income Attributable to Franklin Resources, Inc.	$	516.1		$	480.8
Earnings per Share
Basic	$	2.42		$	2.21
Diluted	2.42			2.20
Dividends per Share	$	3.29		$	2.27

See Notes to Condensed Consolidated Financial Statements.

FRANKLIN RESOURCES, INC.

Condensed Consolidated Statements of Comprehensive Income

Unaudited



(in millions)	Three Months Ended December 31,
(in millions)	2012			2011
Net Income	$	504.7		$	493.7
Other Comprehensive Income (Loss), Net of Tax
Net unrealized losses on investments	(2.1		)	(4.8		)
Currency translation adjustments	3.9			(22.5		)
Net unrealized losses on defined benefit plans	—			(0.2		)
Total comprehensive income	506.5			466.2
Less: Comprehensive income (loss) attributable to
Nonredeemable noncontrolling interests	(12.7		)	10.1
Redeemable noncontrolling interests	1.3			2.8
Comprehensive Income Attributable to Franklin Resources, Inc.	$	517.9		$	453.3

See Notes to Condensed Consolidated Financial Statements.

FRANKLIN RESOURCES, INC.

Condensed Consolidated Balance Sheets

Unaudited



(in millions)	December 31, 2012		September 30, 2012
Assets
Cash and cash equivalents	$	5,086.8	$	5,784.3
Receivables	908.0		850.2
Investments (including $1,944.4 and $2,012.7 at fair value at December 31, 2012 and September 30, 2012)	2,524.6		2,583.8
Loans receivable, net	279.4		254.4
Assets of consolidated sponsored investment products
Cash and cash equivalents	75.1		42.8
Investments	1,104.9		1,046.6
Assets of consolidated variable interest entities
Cash and cash equivalents	80.8		224.3
Investments, at fair value	1,062.0		984.1
Deferred taxes	94.7		94.9
Property and equipment, net	578.0		582.7
Goodwill and other intangible assets, net	2,392.3		2,141.9
Other	167.6		161.5
Total Assets	$	14,354.2	$	14,751.5
Liabilities
Compensation and benefits	$	242.1	$	400.5
Accounts payable and accrued expenses	194.1		241.6
Commissions	274.6		383.9
Deposits	885.2		671.7
Income taxes	151.0		11.4
Debt	1,263.3		1,566.1
Debt of consolidated sponsored investment products	97.8		110.2
Liabilities of consolidated variable interest entities
Debt, at fair value	1,101.4		1,100.9
Other, at fair value	49.7		61.9
Deferred taxes	263.0		276.3
Other	231.0		139.8
Total liabilities	4,753.2		4,964.3
Commitments and Contingencies (Note 11)
Redeemable Noncontrolling Interests	66.2		26.7

[Table continued on next page]

See Notes to Condensed Consolidated Financial Statements.

FRANKLIN RESOURCES, INC.

Condensed Consolidated Balance Sheets

Unaudited

[Table continued from previous page]



(dollars in millions, except per share data)	December 31, 2012		September 30, 2012
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; 212,524,001 and 212,208,957 shares issued and outstanding at December 31, 2012 and September 30, 2012	21.3		21.2
Retained earnings	8,847.5		9,084.4
Appropriated retained earnings of consolidated variable interest entities	15.2		33.7
Accumulated other comprehensive income	63.8		62.0
Total Franklin Resources, Inc. stockholders’ equity	8,947.8		9,201.3
Nonredeemable noncontrolling interests	587.0		559.2
Total stockholders’ equity	9,534.8		9,760.5
Total Liabilities, Redeemable Noncontrolling Interests and Stockholders’ Equity	$	14,354.2	$	14,751.5

See Notes to Condensed Consolidated Financial Statements.

FRANKLIN RESOURCES, INC.

Condensed Consolidated Statements of Cash Flows

Unaudited



	Three Months Ended December 31,
(in millions)	2012			2011
Net Income	$	504.7		$	493.7
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	53.9			52.6
Stock-based compensation	27.6			25.7
Excess tax benefit from stock-based compensation	(5.7		)	(17.4		)
Gains on sale of assets	(20.6		)	(13.2		)
Income from investments in equity method investees, net of tax	(21.8		)	(22.5		)
Net (gains) losses on other investments of consolidated sponsored investment products	(14.1		)	10.1
Net (gains) losses of consolidated variable interest entities	17.5			(22.3		)
Other	3.6			6.7
Changes in operating assets and liabilities:
Increase in receivables, prepaid expenses and other	(56.1		)	(27.9		)
Increase in trading securities, net	(66.4		)	(58.7		)
Increase in trading securities of consolidated sponsored investment products, net	(10.5		)	(88.4		)
Decrease in accrued compensation and benefits	(162.7		)	(173.0		)
Decrease in commissions payable	(109.3		)	(25.6		)
Increase in income taxes payable	149.4			98.4
Decrease in other liabilities	(3.1		)	(70.5		)
Net cash provided by operating activities	286.4			167.7
Purchase of investments	(78.4		)	(51.9		)
Liquidation of investments	237.5			294.4
Purchase of investments by consolidated sponsored investment products	(41.8		)	(43.7		)
Liquidation of investments by consolidated sponsored investment products	48.6			4.0
Purchase of investments by consolidated variable interest entities	(243.1		)	(73.2		)
Liquidation of investments by consolidated variable interest entities	140.6			95.8
Decrease (increase) in loans receivable, net	(24.9		)	13.2
Decrease in loans receivable held by consolidated variable interest entities, net	—			24.6
Additions of property and equipment, net	(12.3		)	(26.8		)
Acquisition of subsidiary, net of cash acquired	5.7			—
Cash and cash equivalents recognized due to consolidation of sponsored investment products	2.6			—
Net cash provided by investing activities	34.5			236.4
Increase in deposits	213.5			138.2
Issuance of common stock	11.4			12.8
Dividends paid on common stock	(757.9		)	(546.9		)
Repurchase of common stock	(98.0		)	(290.9		)
Excess tax benefit from stock-based compensation	5.7			17.4
Decrease in commercial paper, net	—			(5.0		)
Payments on debt	(479.4		)	—

[Table continued on next page]

See Notes to Condensed Consolidated Financial Statements.

FRANKLIN RESOURCES, INC.

Condensed Consolidated Statements of Cash Flows

Unaudited

[Table continued from previous page]



	Three Months Ended December 31,
(in millions)	2012			2011
Proceeds from issuance of debt by consolidated sponsored investment products	$	133.5		$	6.6
Payments on debt by consolidated sponsored investment products	(146.7		)	(61.8		)
Payments on debt by consolidated variable interest entities	(40.4		)	(54.1		)
Noncontrolling interests	17.9			102.3
Net cash used in financing activities	(1,140.4		)	(681.4		)
Effect of exchange rate changes on cash and cash equivalents	10.8			(9.4		)
Decrease in cash and cash equivalents	(808.7		)	(286.7		)
Cash and cash equivalents, beginning of period	6,051.4			5,198.6
Cash and Cash Equivalents, End of Period	$	5,242.7		$	4,911.9

Supplemental Disclosure of Non-Cash Activities
Increase (decrease) in noncontrolling interests due to net consolidation (deconsolidation) of certain sponsored investment products	$	4.1		$	(5.1	)
Increase in noncontrolling interests due to acquisition	38.2			—
Contingent consideration liability recognized due to acquisition	90.6			—

Supplemental Disclosure of Cash Flow Information
Cash paid for income taxes	$	61.6		$	94.6
Cash paid for interest	19.4			16.8
Cash paid for interest by consolidated sponsored investment products and consolidated variable interest entities	11.4			12.9

See Notes to Condensed Consolidated Financial Statements.

FRANKLIN RESOURCES, INC.

Notes to Condensed Consolidated Financial Statements

December 31, 2012

(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 (the “SEC”). 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 (“U.S. GAAP”) 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, 2012 (“fiscal year 2012”). Certain amounts for the comparative prior fiscal year period have been reclassified to conform to the financial statement presentation as of and for the period ended December 31, 2012.

Note 2 – New Accounting Guidance

On October 1, 2012, the Company adopted new Financial Accounting Standards Board (“FASB”) guidance that requires the components of net income and other comprehensive income to be presented in one continuous statement or in two separate but consecutive statements. The Company elected to present the components of comprehensive income in two separate but consecutive statements. See the consolidated statements of comprehensive income in the condensed consolidated financial statements.

On October 1, 2012, the Company adopted new FASB amendments to the existing impairment guidance for goodwill and indefinite-lived intangible assets. The amendments permit a reporting entity to first assess qualitative factors to determine whether it is necessary to perform the annual quantitative impairment tests for goodwill and indefinite-lived intangible assets. The adoption of these amendments did not have a material impact on the Company's consolidated financial statements.

There is no new applicable accounting guidance not yet adopted by the Company.

Note 3 – Acquisition

On November 1, 2012, the Company acquired approximately 69% of the equity of K2 Advisors Holdings LLC (“K2”), a fund of hedge funds solutions provider. The acquisition was transacted through a $182.9 million cash investment in K2. The Company also agreed to acquire K2's remaining equity interests over a multi-year period beginning in fiscal year 2017, resulting in the conversion of this equity to a liability. The amount of the liability is contingent on K2's future revenue and profits and had an estimated fair value of $90.6 million on November 1, 2012. As a result of the conversion, the Company owns 100% of K2's outstanding equity for U.S. GAAP purposes.

The estimated fair values of the assets acquired and liabilities and noncontrolling interests assumed were as follows:



(in millions)	Estimated Fair Value
As of November 1, 2012	Estimated Fair Value
Cash, including cash invested	$	191.6
Investments of consolidated sponsored investment products	31.1
Indefinite-lived intangible assets	105.2
Definite-lived intangible assets	43.8
Goodwill	110.1
Other assets	28.0
Debt	(176.5		)
Other liabilities	(21.6		)
Noncontrolling interests	(38.2		)
Total Identifiable Net Assets	$	273.5

The intangible assets relate to management contracts. The definite-lived intangible assets will be amortized over a period of six years. The debt was retired immediately following the acquisition. At acquisition date, K2 had $8.7 billion in assets under management (“AUM”).

The Company has not presented pro forma combined results of operations for this acquisition because the results of operations as reported in the accompanying condensed consolidated statements of income would not have been materially different.

Note 4 – Stockholders' Equity and Redeemable Noncontrolling Interests

The changes in total stockholders’ equity and redeemable noncontrolling interests were as follows:



(in millions)	Franklin Resources, Inc. Stockholders’ Equity			Nonredeemable Noncontrolling Interests			Total Stockholders’ Equity			Redeemable Noncontrolling Interests
for the three months ended December 31, 2012	Franklin Resources, Inc. Stockholders’ Equity			Nonredeemable Noncontrolling Interests			Total Stockholders’ Equity			Redeemable Noncontrolling Interests
Balance at October 1, 2012	$	9,201.3		$	559.2		$	9,760.5		$	26.7
Net income (loss)	516.1			(12.7		)	503.4			1.3
Net loss reclassified to appropriated retained earnings	(18.5		)	18.5			—
Other comprehensive income	1.8						1.8
Cash dividends on common stock	(702.0		)				(702.0		)
Repurchase of common stock	(98.0		)				(98.0		)
Noncontrolling interests
Net subscriptions				12.5			12.5			5.4
Net consolidation of certain sponsored investment products				4.1			4.1			—
Acquisition				5.4			5.4			32.8
Other¹	47.1						47.1
Balance at December 31, 2012	$	8,947.8		$	587.0		$	9,534.8		$	66.2

________________


¹	Primarily relates to stock-based compensation plans.



(in millions)	Franklin Resources, Inc. Stockholders’ Equity			Nonredeemable Noncontrolling Interests			Total Stockholders’ Equity			Redeemable Noncontrolling Interests
for the three months ended December 31, 2011	Franklin Resources, Inc. Stockholders’ Equity			Nonredeemable Noncontrolling Interests			Total Stockholders’ Equity			Redeemable Noncontrolling Interests
Balance at October 1, 2011	$	8,524.7		$	579.2		$	9,103.9		$	18.6
Net income	480.8			10.1			490.9			2.8
Net income reclassified to appropriated retained earnings	21.6			(21.6		)	—
Other comprehensive loss	(27.5		)				(27.5		)
Cash dividends on common stock	(493.3		)				(493.3		)
Repurchase of common stock	(290.9		)				(290.9		)
Noncontrolling interests
Net subscriptions				92.1			92.1			10.2
Net deconsolidation of certain sponsored investment products				—			—			(5.1		)
Other¹	58.2						58.2
Balance at December 31, 2011	$	8,273.6		$	659.8		$	8,933.4		$	26.5

________________


¹	Primarily relates to stock-based compensation plans.

During the three months ended December 31, 2012 and 2011, the Company repurchased 0.8 million and 3.0 million shares of its common stock at a cost of $98.0 million and $290.9 million under its stock repurchase program. At December 31, 2012, approximately 6.5 million shares of common stock remained available for repurchase under the stock repurchase program, which is not subject to an expiration date.

Note 5 – Earnings per Share

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



(in millions, except per share data)	Three Months Ended December 31,
(in millions, except per share data)	2012		2011
Net Income Attributable to Franklin Resources, Inc.	$	516.1	$	480.8
Less: Allocation of earnings to participating nonvested stock and stock unit awards	4.0		3.4
Net Income Available to Common Stockholders	$	512.1	$	477.4

Weighted-average shares outstanding – basic	211.5		216.1
Effect of dilutive common stock options and non-participating nonvested stock unit awards	0.3		0.6
Weighted-Average Shares Outstanding – Diluted	211.8		216.7

Earnings per Share
Basic	$	2.42	$	2.21
Diluted	2.42		2.20

Non-participating nonvested stock unit awards excluded from the calculation of diluted earnings per share because their effect would have been anti-dilutive were 0.2 million and 0.5 million for the three months ended December 31, 2012 and 2011.

Note 6 – Investments

The disclosures below include details of the Company’s investments, excluding those of consolidated variable interest entities (“VIEs”) and consolidated sponsored investment products (“SIPs”). See Note 10 – Variable Interest Entities and Consolidated Sponsored Investment Products for information related to the investments held by these entities.

Investments consisted of the following:



(in millions)	December 31, 2012		September 30, 2012
Investment securities, trading	$	1,198.2	$	1,130.6
Investment securities, available-for-sale
SIPs	524.5		587.2
Securities of U.S. states and political subdivisions	26.8		26.8
Securities of the U.S. Treasury and federal agencies	25.3		2.4
Corporate debt securities¹	20.0		70.3
Mortgage-backed securities – agency residential²	127.0		169.3
Other equity securities	9.8		14.0
Total investment securities, available-for-sale	733.4		870.0
Investments in equity method investees	498.7		489.0
Other investments	94.3		94.2
Total	$	2,524.6	$	2,583.8

________________


¹	Corporate debt securities are insured by non-U.S. government agencies or the Federal Deposit Insurance Corporation.


²	Consist of U.S. government-sponsored enterprise obligations.

At December 31, 2012 and September 30, 2012, investment securities with aggregate carrying amounts of $102.7 million and $120.4 million were pledged as collateral for the ability to borrow from the Federal Reserve Bank, and $47.3 million and $45.2 million were pledged as collateral for outstanding Federal Home Loan Bank (“FHLB”) borrowings and amounts available in secured FHLB short-term borrowing capacity, and $7.2 million and $7.3 million were pledged as collateral for the ability to borrow from uncommitted short-term bank lines of credit (see Note 9 - Debt).

A summary of the gross unrealized gains and losses relating to investment securities, available-for-sale is as follows:



(in millions)			Gross Unrealized
as of December 31, 2012	Cost Basis		Gains		Losses			Fair Value
SIPs	$	454.6	$	71.1	$	(1.2	)	$	524.5
Securities of U.S. states and political subdivisions	25.6		1.2		—			26.8
Securities of the U.S. Treasury and federal agencies	25.2		0.1		—			25.3
Corporate debt securities	20.0		—		—			20.0
Mortgage-backed securities – agency residential	124.2		2.8		—			127.0
Other equity securities	9.7		0.1		—			9.8
Total	$	659.3	$	75.3	$	(1.2	)	$	733.4



(in millions)			Gross Unrealized
as of September 30, 2012	Cost Basis		Gains		Losses			Fair Value
SIPs	$	516.8	$	72.1	$	(1.7	)	$	587.2
Securities of U.S. states and political subdivisions	25.6		1.2		—			26.8
Securities of the U.S. Treasury and federal agencies	2.4		—		—			2.4
Corporate debt securities	70.0		0.3		—			70.3
Mortgage-backed securities – agency residential	164.8		4.5		—			169.3
Other equity securities	13.5		0.6		(0.1		)	14.0
Total	$	793.1	$	78.7	$	(1.8	)	$	870.0

The net unrealized holding gains on investment securities, available-for-sale included in accumulated other comprehensive income (loss) were $18.4 million and $7.8 million for the three months ended December 31, 2012 and 2011.

The following tables show the gross unrealized losses and fair values of investment securities, available-for-sale with unrealized losses aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:



	Less Than 12 Months					12 Months or Greater					Total
(in millions)	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
as of December 31, 2012	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
SIPs	$	6.0	$	(1.1	)	$	6.1	$	(0.1	)	$	12.1	$	(1.2	)



	Less Than 12 Months					12 Months or Greater					Total
(in millions)	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
as of September 30, 2012	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
SIPs	$	30.0	$	(0.7	)	$	21.7	$	(1.0	)	$	51.7	$	(1.7	)
Other equity securities	4.4		(0.1		)	—		—			4.4		(0.1		)
Total	$	34.4	$	(0.8	)	$	21.7	$	(1.0	)	$	56.1	$	(1.8	)

The Company recognized $0.3 million of other-than-temporary impairment of available-for-sale investments for the three months ended December 31, 2012, all of which related to SIPs. The Company did not recognize any other-than-temporary impairment of investments for the three months ended December 31, 2011.

At December 31, 2012, contractual maturities of available-for-sale debt securities were as follows:



(in millions)	Cost Basis		Fair Value
Due in one year or less	$	47.9	$	48.0
Due after one year through five years	19.7		20.7
Due after five years through ten years	1.6		1.7
Due after ten years	1.6		1.7
Total	$	70.8	$	72.1

Mortgage-backed securities are not included in the table above as their actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations.

Note 7 – Fair Value Measurements

The disclosures below include details of the Company’s fair value measurements, excluding those of consolidated VIEs and consolidated SIPs. See Note 10 – Variable Interest Entities and Consolidated Sponsored Investment Products for information related to fair value measurements of the assets and liabilities of these entities.

The Company uses 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. The three levels of fair value hierarchy are set forth below. The Company's assessment of the hierarchy level of the assets and liabilities measured at fair value is determined based on the lowest level input that is significant to the fair value measurement in its entirety.



Level 1	Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2	Observable inputs other than Level 1 quoted prices, such as non-binding quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs other than quoted prices that are observable or corroborated by observable market data. Level 2 quoted prices are generally obtained from two independent third-party brokers or dealers, including prices derived from model-based valuation techniques for which the significant assumptions are observable in the market or corroborated by observable market data.

Level 3	Unobservable inputs that are supported by little or no market activity. These inputs require significant management judgment and reflect the Company’s estimation of assumptions that market participants would use in pricing the asset or liability.

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



(in millions)	Level 1		Level 2		Level 3		Total
as of December 31, 2012	Level 1		Level 2		Level 3		Total
Assets
Investment securities, trading	$	1,121.2	$	76.8	$	0.2	$	1,198.2
Investment securities, available-for-sale
SIPs	524.5		—		—		524.5
Securities of U.S. states and political subdivisions	—		26.8		—		26.8
Securities of the U.S. Treasury and federal agencies	—		25.3		—		25.3
Corporate debt securities	—		20.0		—		20.0
Mortgage-backed securities – agency residential	—		127.0		—		127.0
Other equity securities	9.8		—		—		9.8
Life settlement contracts	—		—		12.8		12.8
Total Assets Measured at Fair Value	$	1,655.5	$	275.9	$	13.0	$	1,944.4
Liabilities
Contingent consideration liability	$	—	$	—	$	90.3	$	90.3



(in millions)	Level 1		Level 2		Level 3		Total
as of September 30, 2012	Level 1		Level 2		Level 3		Total
Assets
Investment securities, trading	$	1,058.6	$	69.3	$	2.7	$	1,130.6
Investment securities, available-for-sale
SIPs	587.2		—		—		587.2
Securities of U.S. states and political subdivisions	—		26.8		—		26.8
Securities of the U.S. Treasury and federal agencies	—		2.4		—		2.4
Corporate debt securities	—		70.3		—		70.3
Mortgage-backed securities – agency residential	—		169.3		—		169.3
Other equity securities	14.0		—		—		14.0
Life settlement contracts	—		—		12.1		12.1
Total Assets Measured at Fair Value	$	1,659.8	$	338.1	$	14.8	$	2,012.7

The fair values of substantially all trading investments and of available-for-sale SIPs and other equity securities are determined based on their published net asset values. The fair values of certain trading investments and of available-for-sale debt securities are determined using quoted market prices, if available, or independent third-party broker or dealer price quotes, which are evaluated for reasonableness. The fair value of life settlement contracts is determined using a discounted cash flow valuation technique.

The contingent consideration liability relates to the Company's commitment to acquire the remaining interests in K2. The fair value is determined using an income-based method which considers the net present value of anticipated future cash flows.

There were no transfers between Level 1 and Level 2, or into or out of Level 3, during the three months ended December 31, 2012 and 2011.

The changes in Level 3 assets and liabilities measured at fair value on a recurring basis were as follows:



(in millions)	Investments			Contingent Consideration Liability
for the three months ended December 31, 2012	Investments			Contingent Consideration Liability
Balance at October 1, 2012	$	14.8		$	—
Acquisition	—			(90.6		)
Total realized and unrealized gains (losses)
Included in investment and other income, net	0.4			—
Included in general, administrative and other expense	—			(2.4		)
Other	—			(0.3		)
Purchases	0.6			—
Sales	(1.6		)	—
Settlements	(1.2		)	3.0
Balance at December 31, 2012	$	13.0		$	(90.3	)
Change in unrealized gains (losses) included in net income relating to assets and liabilities held at December 31, 2012	$	0.4		$	(2.7	)



(in millions)	Investments
for the three months ended December 31, 2011	Investments
Balance at October 1, 2011	$	10.9
Realized and unrealized gains included in investment and other income, net	0.9
Purchases	0.5
Settlements	(1.1		)
Balance at December 31, 2011	$	11.2
Change in unrealized gains included in net income relating to assets held at December 31, 2011	$	0.3

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



(in millions)
as of December 31, 2012	Fair Value		Valuation Technique	Significant Unobservable Inputs	Range (Weighted Average)
Life settlement contracts	$	12.8	Discounted cash flow	Life expectancy	22–168 months (80)
Life settlement contracts	$	12.8	Discounted cash flow	Internal rate of return	1.5%–22.3% (11.7%)

Contingent consideration liability	90.3		Discounted cash flow	AUM growth rate	6.0%–13.8% (10.6%)
Contingent consideration liability	90.3		Discounted cash flow	Discount rate	14.0%



(in millions)
as of September 30, 2012	Fair Value		Valuation Technique	Significant Unobservable Inputs	Range (Weighted Average)
Life settlement contracts	$	12.1	Discounted cash flow	Life expectancy	22–171 months (82)
Life settlement contracts	$	12.1	Discounted cash flow	Internal rate of return	1.5%–22.3% (11.7%)

For life settlement contracts, a significant increase (decrease) in the life expectancy or the internal rate of return in isolation would result in a significantly lower (higher) fair value measurement.

For the contingent consideration liability, a significant increase (decrease) in the AUM growth rate or decrease (increase) in the discount rate in isolation would result in a significantly higher (lower) fair value measurement.

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



(in millions)		December 31, 2012				September 30, 2012
(in millions)	Fair Value Level	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Financial Assets
Cash and cash equivalents	1	$	5,086.8	$	5,086.8	$	5,784.3	$	5,784.3
Other investments¹	2 or 3	79.5		85.6		80.2		85.1
Loans receivable, net	2	279.4		283.0		254.4		258.7
Financial Liabilities
Deposits	2	885.2		886.0		671.7		672.4
Debt
FHLB advances	2	66.0		70.1		69.0		74.5
Senior notes	2	1,197.3		1,271.0		1,497.1		1,571.2

_________________

¹Primarily consist of Level 3 assets.

Note 8 – Goodwill and Other Intangible Assets

Changes in the carrying value of goodwill were as follows:



(in millions)
for the three months ended December 31,	2012			2011
Balance at beginning of period	$	1,540.8		$	1,536.2
Acquisition	110.1			—
Foreign exchange and other	(3.2		)	(0.6		)
Balance at End of Period	$	1,647.7		$	1,535.6

Intangible assets were as follows:



	December 31, 2012							September 30, 2012
	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Gross Carrying Value		Accumulated Amortization			Net Carrying Value
(in millions)	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Gross Carrying Value		Accumulated Amortization			Net Carrying Value
Definite-lived intangible assets
Customer base	$	166.5	$	(138.1	)	$	28.4	$	166.6	$	(135.9	)	$	30.7
Management contracts and other	93.1		(37.6		)	55.5		49.3		(36.0		)	13.3
	259.6		(175.7		)	83.9		215.9		(171.9		)	44.0
Indefinite-lived intangible assets
Management contracts	660.7		—			660.7		557.1		—			557.1
Total	$	920.3	$	(175.7	)	$	744.6	$	773.0	$	(171.9	)	$	601.1

The Company acquired $43.8 million of definite-lived intangible assets and $105.2 million of indefinite-lived intangible assets on November 1, 2012 in the acquisition of K2. Amortization expense related to definite-lived intangible assets was $3.8 million and $2.6 million for the three months ended December 31, 2012 and 2011. No impairment loss in the value of goodwill and other intangible assets was recognized during these periods.

The estimated remaining amortization expense related to definite-lived intangible assets as of December 31, 2012 was as follows:



(in millions)
for the fiscal years ending September 30,	Amount
2013	$	13.3
2014	17.8
2015	17.6
2016	12.9
2017	8.7
Thereafter	13.6
Total	$	83.9

Note 9 – Debt

The disclosures below include details of the Company’s debt, excluding that of consolidated VIEs and consolidated SIPs. See Note 10 – Variable Interest Entities and Consolidated Sponsored Investment Products for information related to the debt of these entities.

Debt consisted of the following:



(dollars in millions)	December 31, 2012		Effective Interest Rate		September 30, 2012		Effective Interest Rate
FHLB advances	$	66.0	3.23	%	$	69.0	3.30	%
Senior notes
$300 million 2.000% notes due May 2013	—		N/A		299.9		2.28	%
$250 million 3.125% notes due May 2015	249.9		3.32	%	249.9		3.32	%
$300 million 1.375% notes due September 2017	298.5		1.66	%	298.4		1.66	%
$350 million 4.625% notes due May 2020	349.7		4.74	%	349.7		4.74	%
$300 million 2.800% notes due September 2022	299.2		2.93	%	299.2		2.93	%
	1,197.3				1,497.1
Total Debt	$	1,263.3			$	1,566.1

In prior years, the Company secured advances from the FHLB to fund its banking services. The outstanding advances are subject to collateralization requirements.

At December 31, 2012, the Company’s outstanding senior unsecured and unsubordinated notes had an aggregate face value of $1.2 billion. The notes have fixed interest rates with interest payable semi-annually and contain an optional redemption feature that allows the Company to redeem each series of notes prior to maturity in whole or in part at any time, at a make-whole redemption

price. In October 2012, the Company redeemed its outstanding 2.000% notes due in May 2013 at a make-whole redemption price of $305.4 million. The indentures governing the notes contain limitations on the Company’s ability and the ability of its subsidiaries to pledge voting stock or profit participating equity interests in its subsidiaries to secure other debt without similarly securing the notes equally and ratably. The indentures also include requirements that must be met if the Company consolidates or merges with, or sells all or substantially all of its assets to, another entity. At December 31, 2012, the Company was in compliance with the covenants of the notes.

At December 31, 2012, contractual maturities for debt were as follows:



(in millions)
for the fiscal years ending September 30,
2013	$	18.5
2014	—
2015	260.4
2016	8.0
2017	298.5
Thereafter	677.9
Total	$	1,263.3

At December 31, 2012, the Company had $500.0 million of short-term commercial paper available for issuance under an uncommitted private placement program which has been inactive since April 2012, $260.0 million available in uncommitted short-term bank lines of credit under the Federal Reserve system, $100.5 million available through the secured Federal Reserve Bank short-term discount window, $15.1 million available in uncommitted short-term bank lines of credit and $12.0 million available in secured FHLB short-term borrowing capacity.

Note 10 – Variable Interest Entities and Consolidated Sponsored Investment Products

The Company sponsors and manages various types of investment products, which consist of both VIEs and non-VIEs. The Company consolidates the non-VIE products which it controls and the VIE products for which it is the primary beneficiary. The Company has no right to the consolidated products' assets, other than its direct equity investment in them, and/or investment management fees earned from them. The debt holders of these consolidated entities 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 entities' liabilities.

The balances of consolidated VIEs and consolidated SIPs included in the Company's condensed consolidated balance sheets were as follows:



	December 31, 2012						September 30, 2012
	Consolidated						Consolidated
(in millions)	VIEs		SIPs		Total		VIEs		SIPs		Total
Assets
Cash and cash equivalents	$	80.8	$	75.1	$	155.9	$	224.3	$	42.8	$	267.1
Receivables	36.8		21.7		58.5		2.7		23.7		26.4
Investments	1,062.0		1,104.9		2,166.9		984.1		1,046.6		2,030.7
Other assets	—		0.7		0.7		—		0.7		0.7
Total Assets	$	1,179.6	$	1,202.4	$	2,382.0	$	1,211.1	$	1,113.8	$	2,324.9
Liabilities
Accounts payable and accrued expenses	$	—	$	27.3	$	27.3	$	—	$	21.8	$	21.8
Debt, at fair value	1,101.4		—		1,101.4		1,100.9		—		1,100.9
Debt	—		97.8		97.8		—		110.2		110.2
Other liabilities	49.7		8.5		58.2		61.9		8.5		70.4
Total liabilities	1,151.1		133.6		1,284.7		1,162.8		140.5		1,303.3
Redeemable Noncontrolling Interests	—		66.2		66.2		—		26.7		26.7
Stockholders' Equity
Nonredeemable noncontrolling interests	—		572.2		572.2		—		556.8		556.8
Other equity	28.5		430.4		458.9		48.3		389.8		438.1
Total stockholders' equity	28.5		1,002.6		1,031.1		48.3		946.6		994.9
Total Liabilities, Redeemable Noncontrolling Interests and Stockholders' Equity	$	1,179.6	$	1,202.4	$	2,382.0	$	1,211.1	$	1,113.8	$	2,324.9

The consolidated VIEs and consolidated SIPs did not have a significant impact on net income attributable to the Company during the three months ended December 31, 2012 and 2011.

Consolidated VIEs

Consolidated VIEs consist of sponsored collateralized loan obligations (“CLOs”), which are asset-backed financing entities collateralized by a pool of corporate debt securities.

The assets and liabilities of the CLOs are carried at fair value. Changes in the fair values were as follows:



	Three Months Ended December 31,
(in millions)	2012			2011
Net gains from changes in fair value of assets	$	22.2		$	27.7
Net losses from changes in fair value of liabilities	(41.3		)	(5.0		)
Total net gains (losses)	$	(19.1	)	$	22.7

The following tables present the unpaid principal balance and fair value of investments, including investments 90 days or more past due, and debt of the CLOs:



(in millions)	Total Investments			Investments 90 Days or More Past Due			Debt
as of December 31, 2012	Total Investments			Investments 90 Days or More Past Due			Debt
Unpaid principal balance	$	1,069.9		$	7.4		$	1,156.8
Excess unpaid principal over fair value	(7.9		)	(6.8		)	(55.4		)
Fair value	$	1,062.0		$	0.6		$	1,101.4



(in millions)	Total Investments			Investments 90 Days or More Past Due			Debt
as of September 30, 2012	Total Investments			Investments 90 Days or More Past Due			Debt
Unpaid principal balance	$	996.1		$	7.2		$	1,186.5
Excess unpaid principal over fair value	(12.0		)	(6.7		)	(85.6		)
Fair value	$	984.1		$	0.5		$	1,100.9

Consolidated SIPs

Consolidated SIPs consist of limited partnerships and similar structures and other fund products.

Investments

Investments of consolidated VIEs and consolidated SIPs consisted of the following:



	December 31, 2012						September 30, 2012
	Consolidated						Consolidated
(in millions)	VIEs		SIPs		Total		VIEs		SIPs		Total
Investment securities, trading	$	—	$	203.8	$	203.8	$	—	$	194.4	$	194.4
Other debt securities	1,062.0		326.2		1,388.2		984.1		317.5		1,301.6
Other equity securities	—		574.9		574.9		—		534.7		534.7
Total Investments	$	1,062.0	$	1,104.9	$	2,166.9	$	984.1	$	1,046.6	$	2,030.7

Investments of consolidated VIEs consist of corporate debt securities. Other debt and equity securities of consolidated SIPs primarily consist of direct investments in secured and unsecured debt securities and equity securities of entities in emerging markets, which are generally not traded in active markets. Other equity securities also include investments in funds that are not traded in active markets.

Debt

Debt of consolidated VIEs and consolidated SIPs consisted of the following:



	December 31, 2012		Effective Interest Rate		September 30, 2012		Effective Interest Rate
(dollars in millions)	December 31, 2012		Effective Interest Rate		September 30, 2012		Effective Interest Rate
Debt of CLOs, at fair value, due fiscal years 2016-2024	$	1,101.4	1.42	%	$	1,100.9	1.48	%
Debt of consolidated SIPs due fiscal years 2013-2018	97.8		3.95	%	110.2		4.20	%
Total Debt	$	1,199.2			$	1,211.1

The debt of CLOs had floating interest rates ranging from 0.54% to 9.98% at December 31, 2012, and from 0.67% to 9.98% at September 30, 2012.

The debt of consolidated SIPs had both fixed and floating interest rates ranging from 2.47% to 6.28% at December 31, 2012, and from 1.98% to 7.03% at September 30, 2012. The repayment of amounts outstanding under certain debt agreements is secured by the assets of the consolidated SIPs and, in some cases, a pledge of the right to call capital.

At December 31, 2012, contractual maturities for debt of consolidated VIEs and consolidated SIPs were as follows:



(in millions)
for the fiscal years ending September 30,
2013	$	45.3
2014	—
2015	—
2016	18.0
2017	14.9
Thereafter	1,121.0
Total	$	1,199.2

Fair Value Measurements

The tables below present the balances of assets and liabilities of consolidated VIEs and consolidated SIPs measured at fair value on a recurring basis. See Note 7 – Fair Value Measurements for information related to the three levels of fair value hierarchy.



(in millions)	Level 1		Level 2		Level 3		Total
as of December 31, 2012	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents of consolidated VIEs	$	—	$	80.8	$	—	$	80.8
Receivables of consolidated VIEs	—		36.8		—		36.8
Investments of consolidated VIEs	—		1,062.0		—		1,062.0
Investments of consolidated SIPs
Debt securities	7.6		53.1		326.2		386.9
Equity securities	101.0		79.4		537.6		718.0
Total Assets Measured at Fair Value	$	108.6	$	1,312.1	$	863.8	$	2,284.5
Liabilities
Debt of consolidated VIEs	$	—	$	1,023.1	$	78.3	$	1,101.4
Other liabilities of consolidated VIEs	—		49.7		—		49.7
Total Liabilities Measured at Fair Value	$	—	$	1,072.8	$	78.3	$	1,151.1



(in millions)	Level 1		Level 2		Level 3		Total
as of September 30, 2012	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents of consolidated VIEs	$	—	$	224.3	$	—	$	224.3
Receivables of consolidated VIEs	—		2.7		—		2.7
Investments of consolidated VIEs	—		984.1		—		984.1
Investments of consolidated SIPs
Debt securities	6.3		49.3		317.5		373.1
Equity securities	145.9		0.6		527.0		673.5
Total Assets Measured at Fair Value	$	152.2	$	1,261.0	$	844.5	$	2,257.7
Liabilities
Debt of consolidated VIEs	$	—	$	1,033.0	$	67.9	$	1,100.9
Other liabilities of consolidated VIEs	—		61.9		—		61.9
Total Liabilities Measured at Fair Value	$	—	$	1,094.9	$	67.9	$	1,162.8

The fair value of cash and cash equivalents of consolidated VIEs is based on market observable inputs. The fair values of the other assets and liabilities of consolidated VIEs are primarily obtained from independent third-party broker or dealer price quotes. The fair value of a portion of the debt of consolidated VIEs is determined using significant unobservable inputs in a market-based approach.

Investments of consolidated SIPs consist of trading securities and other investments that are not generally traded in active markets. The fair value of the trading securities is determined using quoted market prices, or independent third-party broker or dealer price quotes if quoted market prices are not available. If events occur after the close of the primary market for any security, the quoted market prices may be adjusted for the observable price movements within country specific market proxies.

The investments that are not generally traded in active markets consist of debt and equity securities of entities in emerging markets and fund products. The fair values of the debt and equity securities are determined using significant unobservable inputs in either a market-based or income-based approach. The fair value of the fund products is determined using net asset value (“NAV”) as a practical expedient. These investments are classified as Level 2 if they are redeemable on a quarterly basis or Level 3 if they are periodically redeemable, subject to certain restrictions, or nonredeemable.

The investments in fund products for which fair value was estimated using NAV as a practical expedient consisted of the following:



(in millions)	Fair Value Level	Redemption Frequency	December 31, 2012		September 30, 2012
Hedge funds	2	Quarterly	$	30.3	$	—
Hedge funds	3	Nonredeemable	0.8		—
Global fixed-income fund	3	Periodically with certain restrictions	186.8		172.7
Real estate and private equity funds	3	Nonredeemable	147.7		141.5
Total			$	365.6	$	314.2

The investments in real estate and private equity funds are expected to be returned through distributions as a result of liquidations of the funds' underlying assets over a weighted-average period of approximately 5.6 years and 5.9 years at December 31, 2012 and September 30, 2012. The consolidated SIPs' unfunded commitments to these funds totaled approximately $146.1 million and $123.0 million at December 31, 2012 and September 30, 2012, of which the Company was contractually obligated to fund $3.7 million and $2.9 million based on its ownership percentage in the SIPs.

Transfers into Level 2 from Level 1 were $47.0 million and nil during the three months ended December 31, 2012 and 2011, and transfers into Level 1 from Level 2 were nil and $25.7 million during the same periods. Securities were transferred into Level 2 when they were valued using adjusted quoted market prices for observable after-market price movements within country-specific market proxies. Securities were transferred into Level 1 when quoted market prices no longer required adjustment.

The changes in Level 3 assets and liabilities measured at fair value on a recurring basis were as follows:



(in millions)	Investments of Consolidated SIPs						Total Level 3 Assets			Debt of Consolidated VIEs
for the three months ended December 31, 2012	Debt			Equity			Total Level 3 Assets			Debt of Consolidated VIEs
Balance at October 1, 2012	$	317.5		$	527.0		$	844.5		$	(67.9	)
Realized and unrealized gains (losses) included in investment and other income, net	8.5			9.8			18.3			(10.4		)
Purchases	23.3			19.4			42.7			—
Sales	(26.6		)	(20.7		)	(47.3		)	—
Acquisition	—			0.8			0.8			—
Effect of exchange rate changes	3.5			1.3			4.8			—
Balance at December 31, 2012	$	326.2		$	537.6		$	863.8		$	(78.3	)
Change in unrealized gains (losses) included in net income relating to assets and liabilities held at December 31, 2012	$	6.2		$	8.0		$	14.2		$	(10.4	)



(in millions)	Investments of Consolidated VIEs		Investments of Consolidated SIPs						Total Level 3 Assets			Debt of Consolidated VIEs
for the three months ended December 31, 2011	Investments of Consolidated VIEs		Debt			Equity			Total Level 3 Assets			Debt of Consolidated VIEs
Balance at October 1, 2011	$	1.9	$	324.9		$	283.7		$	610.5		$	(83.9	)
Realized and unrealized gains (losses) included in investment and other income, net	—		7.6			(17.5		)	(9.9		)	(2.9		)
Purchases	—		20.0			60.8			80.8			—
Sales	—		(2.8		)	(1.2		)	(4.0		)	—
Settlements	—		(0.2		)	—			(0.2		)	—
Transfers into Level 3	1.6		—			—			1.6			—
Effect of exchange rate changes	—		0.5			0.2			0.7			1.5
Balance at December 31, 2011	$	3.5	$	350.0		$	326.0		$	679.5		$	(85.3	)
Change in unrealized gains (losses) included in net income relating to assets and liabilities held at December 31, 2011	$	—	$	7.6		$	(17.5	)	$	(9.9	)	$	(2.9	)

There were no transfers into or out of Level 3 during the three months ended December 31, 2012.

The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements of assets were as follows:



(in millions)
as of December 31, 2012	Fair Value		Valuation Technique	Significant Unobservable Inputs	Range (Weighted Average)
Debt securities	$	326.2	Discounted cash flow	Discount rate	4.2%–25.6% (12.6%)
Debt securities	$	326.2	Discounted cash flow	Risk premium	0.0%–20.8% (2.2%)

Equity securities	133.2		Market comparable companies	EBITDA multiple	5.5–8.4 (7.6)
	133.2		Market comparable companies	Discount for lack of marketability	15.0%–30.0% (24.3%)
	48.1		Discounted cash flow	Discount rate	12.0%–18.0% (15.9%)
	48.1		Discounted cash flow	Discount for lack of marketability	0.0%–50.0% (20.1%)
	21.0		Market pricing	Price to book value ratio	1.7



(in millions)
as of September 30, 2012	Fair Value		Valuation Technique	Significant Unobservable Inputs	Range (Weighted Average)
Debt securities	$	317.5	Discounted cash flow	Discount rate	4.9%–25.6% (11.8%)
Debt securities	$	317.5	Discounted cash flow	Risk premium	0.0%–7.3% (2.1%)

Equity securities	144.4		Market comparable companies	EBITDA multiple	5.5–8.6 (7.3)
	144.4		Market comparable companies	Discount for lack of marketability	15.0%–30.0% (22.1%)
	47.4		Discounted cash flow	Discount rate	12.0%–15.0% (14.8%)
	47.4		Discounted cash flow	Discount for lack of marketability	0.0%–50.0% (27.8%)
	21.0		Market pricing	Price to book value ratio	1.7

Level 3 debt securities held by consolidated SIPs consisted of mezzanine loans, convertible debentures and corporate loans and notes, and equity securities consisted primarily of common and preferred shares at December 31, 2012 and September 30, 2012.

The fair values of certain Level 3 assets and liabilities that were determined based on third-party pricing information or NAV are excluded from the above two tables. At December 31, 2012 and September 30, 2012, the exclusions consisted of $78.3 million and $67.9 million of debt of consolidated VIEs that was valued using third-party broker or dealer price quotes and $335.3 million and $314.2 million of investments in various funds held by consolidated SIPs for which fair value was estimated using NAV as a practical expedient.

Following are descriptions of the sensitivity of the Level 3 recurring fair value measurements to changes in the significant unobservable inputs presented in the above tables.

For securities utilizing the discounted cash flow valuation technique, a significant increase (decrease) in the discount rate, risk premium or discount for lack of marketability in isolation would result in a significantly lower (higher) fair value measurement. The discount for lack of marketability used to determine fair value may include other factors such as liquidity or credit risk. Generally, a change in the discount rate is accompanied by a directionally similar change in the risk premium and discount for lack of marketability.

For securities utilizing the market comparable companies valuation technique, a significant increase (decrease) in the EBITDA multiple in isolation would result in a significantly higher (lower) fair value measurement. A significant increase (decrease) in the discount for lack of marketability in isolation would result in a significantly lower (higher) fair value measurement. The discount for lack of marketability used to determine fair value may include other factors such as liquidity or credit risk.

For securities utilizing a market pricing valuation technique, a significant increase (decrease) in the price to book value ratio would result in a significantly higher (lower) fair value measurement.

Financial instruments of consolidated VIEs and consolidated SIPs that were not measured at fair value were as follows:



(in millions)		December 31, 2012				September 30, 2012
(in millions)	Fair Value Level	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Financial Assets
Cash and cash equivalents of consolidated SIPs	1	$	75.1	$	75.1	$	42.8	$	42.8
Financial Liabilities
Debt of consolidated SIPs	3	97.8		101.6		110.2		113.0

Non-consolidated VIEs

VIEs for which the Company is not the primary beneficiary consist of certain sponsored and other investment products from which the Company earns investment management and related services fees and/or has an equity ownership interest in the VIE.

The carrying values of the investment management and related service fees receivable from and the equity ownership interests in these VIEs included in the Company’s condensed consolidated balance sheets are set forth below. These amounts represent the Company’s maximum exposure to loss from these investment products.



(in millions)	December 31, 2012		September 30, 2012
Receivables	$	47.3	$	43.8
Investments	196.3		199.7
Total	$	243.6	$	243.5

The Company’s total AUM of non-consolidated VIEs was $36.5 billion at December 31, 2012 and $35.3 billion at September 30, 2012.

While the Company has no contractual obligation to do so, it routinely makes cash investments in the course of launching SIPs. The Company also may voluntarily elect to provide its SIPs with additional direct or indirect financial support based on its business objectives. The Company did not provide financial or other support to its SIPs during fiscal year 2012 or the three months ended December 31, 2012.

Note 11 – Commitments and Contingencies

Legal Proceedings

The Company is from time to time involved in litigation relating to claims arising in the normal course of business. Management is of the opinion that the ultimate resolution of such claims will not materially affect the Company's business, financial position, results of operations or liquidity. In management's opinion, an adequate accrual has been made as of December 31, 2012, to provide for any probable losses that may arise from such matters for which the Company could reasonably estimate an amount.

Other Commitments and Contingencies

The Company, in its role as agent or trustee, facilitates the settlement of investor share purchase, redemption and other transactions with affiliated mutual funds. The Company is appointed by the affiliated mutual funds as agent or trustee to manage, on their behalf, bank deposit accounts that contain only (i) cash remitted by investors to the affiliated mutual funds for the direct purchase of fund shares, or (ii) cash remitted by the affiliated mutual funds for direct delivery to the investors for either the proceeds of fund shares liquidated at the investors’ direction, or dividends and capital gains earned on fund shares. At December 31, 2012 and September 30, 2012, the Company held cash of $208.8 million and $202.4 million off-balance sheet in agency or trust for investors and the affiliated mutual funds.

At December 31, 2012, there were no changes that would have a material effect on the other commitments and contingencies reported in the Company’s Form 10-K for fiscal year 2012.

Note 12 – Stock-Based Compensation

Stock awards generally entitle holders to the right to sell the underlying shares of the Company’s common stock once the awards vest. Stock unit awards generally entitle holders to receive the underlying shares of common stock once the awards vest. Certain performance-based long-term stock and stock unit awards have been granted that generally vest based on the achievement of predetermined Company financial performance goals. In the event a performance measure is not achieved at or above a specified threshold level, the portion of the award tied to such performance measure is forfeited.

Total unrecognized compensation cost related to nonvested stock and stock unit awards, net of estimated forfeitures, was $189.1 million at December 31, 2012. This cost is expected to be recognized over a remaining weighted-average vesting period of 2.1 years.

Nonvested stock and stock unit award activity was as follows:



(shares in thousands)	Shares		Weighted-Average Grant-Date Fair Value
Nonvested balance at September 30, 2012	1,327		$	110.50
Granted	853		131.04
Vested	(186	)	109.16
Forfeited/canceled	(55	)	112.12
Nonvested Balance at December 31, 2012	1,939		$	119.62

Note 13 – Other Income (Expenses)

Other income (expenses) consisted of the following:



	Three Months Ended December 31,
(in millions)	2012			2011
Investment and Other Income, Net
Dividend income	$	2.8		$	6.8
Interest income	3.1			2.1
Gains on trading investment securities, net	5.3			10.5
Realized gains on sale of investment securities, available-for-sale	21.2			14.4
Realized losses on sale of investment securities, available-for-sale	—			(1.5		)
Income from investments in equity method investees, net of tax	21.8			22.5
Other-than-temporary impairment of investment securities, available-for-sale	(0.3		)	—
Gains (losses) on investments of consolidated SIPs, net	20.9			(15.7		)
Gains (losses) on assets and liabilities of consolidated VIEs, net	(19.1		)	22.7
Foreign currency exchange gains (losses), net	(11.3		)	5.2
Other, net	1.1			4.2
Total	45.5			71.2
Interest expense	(14.5		)	(8.6		)
Other Income (Expenses), Net	$	31.0		$	62.6

Substantially all of the Company’s dividend income and realized gains and losses on sale of investment securities, available-for-sale were generated by investments in its sponsored investment products. Interest income was primarily generated by cash equivalents, investments in debt securities of U.S. states and political subdivisions and trading securities. Proceeds from the sale of investment securities, available-for-sale were $159.0 million and $253.2 million for the three months ended December 31, 2012 and 2011.

Net gains on trading investment securities that were held at December 31, 2012 and 2011 were $1.7 million and $8.9 million. Net gains (losses) on trading investment securities of consolidated SIPs that were held at December 31, 2012 and 2011 were $6.2 million and $(5.1) million.

Note 14 – Banking Regulatory Ratios

Franklin is a bank holding company and a financial holding company subject to various U.S. regulatory capital requirements. Based on the Company's calculations, it exceeded the applicable capital adequacy requirements as listed below.



(dollar amounts in millions)	December 31, 2012			September 30, 2012			Capital Adequacy Minimum
Tier 1 capital	$	6,236.3		$	6,788.8		N/A
Total risk-based capital	6,236.7			6,799.6			N/A
Tier 1 leverage ratio	52		%	59		%	5	%
Tier 1 risk-based capital ratio	53		%	54		%	4	%
Total risk-based capital ratio	53		%	54		%	8	%

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

Forward-Looking Statements

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”). In addition to historical information, we also make statements relating to the future, called “forward-looking” statements, which are provided under the “safe harbor” protection of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally written in the future tense and/or are preceded by words such as “will,” “may,” “could,” “expect,” “believe,” “anticipate,” “intend,” “plan,” “seek,” “estimate,” or other similar words. Moreover, statements that speculate about future events are forward-looking statements. These forward-looking statements involve a number of known and unknown risks, uncertainties and other important factors that could cause actual results and outcomes to differ materially from any future results or outcomes expressed or implied by such forward-looking statements. You should carefully review the “Risk Factors” section set forth below, which describes these risks, uncertainties and other important factors in more detail.

While forward-looking statements are our best prediction at the time that they are made, you should not rely on them. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other 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. We caution you therefore against relying on any of these forward-looking statements. 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 do not have an obligation, and we undertake no obligation, to announce publicly the change to our expectations, or to make any revisions to our forward-looking statements, unless required by law.

The following discussion should be read in conjunction with our Form 10-K for the fiscal year ended September 30, 2012 (“fiscal year 2012”) filed with the U.S. Securities and Exchange Commission (the “SEC”), and the condensed consolidated financial statements and notes thereto included elsewhere in this Form 10-Q.

Overview

We are a global investment management organization and derive our operating revenues and net income from providing investment management and related services to investors in jurisdictions worldwide through products that include investment funds and institutional, high net-worth and separately-managed accounts (collectively, our “sponsored investment products” or “SIPs”). In addition to investment management, our services include fund administration, sales, distribution, shareholder services, transfer agency, trustee, custodial and other fiduciary services, as well as select private banking services. Our SIPs and investment management and related services are distributed or marketed to the public globally under seven distinct brand names: Franklin, Templeton, Mutual Series, Bissett, Fiduciary Trust, Darby, Balanced Equity Management and K2. We offer a broad range of SIPs under equity, hybrid, fixed-income and cash management funds and accounts, including alternative investment products, that meet a wide variety of specific investment needs of individual and institutional investors. We also manage certain sub-advised investment products which may be sold to the public under one of our brand names or those of other companies or on a co-branded basis.

The level of our revenues depends largely on the level and relative mix of assets under management (“AUM”). As noted in the “Risk Factors” section set forth below, the amount and mix of our AUM are subject to significant fluctuations and can negatively impact our revenues and income. The level of our revenues also depends on mutual fund sales and the number of mutual fund shareholder accounts. The fees charged for our services are based on contracts with our SIPs or our clients. These arrangements could change in the future.

During the three months ended December 31, 2012, the global financial markets had modest gains as investor concerns eased regarding the European sovereign debt crisis, but grew due to the then impending U.S. fiscal cliff. The MSCI World Index increased 3% during the quarter while the S&P 500 Index and the Barclays Global Aggregate Index were essentially flat. We believe that ongoing global economic concerns are likely to result in continued market volatility.

Our total AUM at December 31, 2012 was $781.8 billion, 4% higher than at September 30, 2012 and 17% higher than at December 31, 2011. Simple monthly average AUM (“average AUM”) for the three months ended December 31, 2012 increased 13% from the same period in the prior fiscal year, primarily driven by $94.0 billion of market appreciation and $13.6 billion of net new flows during calendar year 2012.

The business and regulatory environments in which we operate remain complex, uncertain and subject to change. In the U.S., the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Reform Act”) imposes additional restrictions and limitations on our business, and we expect that the Foreign Account Tax Compliance Act (“FATCA”) will cause us to incur significant administrative and compliance costs. We are also subject to numerous regulations by U.S. and non-U.S. regulators that add further complexity to our ongoing global compliance operations.

Uncertainties regarding economic stabilization and improvement remain in the foreseeable future. As we continue to confront the challenges of the current economic and regulatory environments, we remain focused on the investment performance of our SIPs and on providing high quality customer service to our clients. While we are focused on expense management, we will also seek to attract, retain and develop employees and invest strategically in systems and technology that will provide a secure and stable environment. We will continue to seek to protect and further our brand recognition while developing and maintaining broker/dealer and client relationships. The success of these and other strategies may be influenced by the factors discussed in the “Risk Factors” section set forth below.

RESULTS OF OPERATIONS



	Three Months Ended December 31,						Percent Change
(dollar amounts in millions, except per share data)	2012			2011			Percent Change
Operating Income	$	685.1		$	632.4		8	%
Net Income Attributable to Franklin Resources, Inc.	516.1			480.8			7	%
Earnings per Share
Basic	$	2.42		$	2.21		10	%
Diluted	2.42			2.20			10	%
Operating Margin¹	36.0		%	37.2		%

_________________

¹Defined as operating income divided by total operating revenues.

Operating income increased $52.7 million and net income attributable to Franklin Resources, Inc. increased $35.3 million for the three months ended December 31, 2012, as compared to the same period in the prior fiscal year. The increases were primarily due to a 12% increase in operating revenues, which was driven by a 13% increase in average AUM, partially offset by a 14% increase in operating expenses.

Diluted earnings per share increased consistent with the increase in net income and a 2% decrease in diluted average common shares outstanding primarily resulting from repurchases of shares of our common stock.

Assets Under Management

AUM by investment objective was as follows:



(dollar amounts in billions)	December 31, 2012		December 31, 2011		Percent Change
Equity
Global/international	$	222.2	$	194.5	14	%
United States	81.2		75.7		7	%
Total equity	303.4		270.2		12	%
Hybrid	121.0		96.4		26	%
Fixed-Income
Tax-free	84.3		74.1		14	%
Taxable
Global/international	209.8		174.7		20	%
United States	57.6		48.9		18	%
Total fixed-income	351.7		297.7		18	%
Cash Management	5.7		6.0		(5	)%
Total	$	781.8	$	670.3	17	%
Average for the Three-Month Period	$	763.6	$	675.0	13	%

AUM at December 31, 2012 increased 17% from December 31, 2011, primarily due to $94.0 billion of market appreciation and $13.6 billion of net new flows during the twelve-month period. Strong positive returns in global markets resulted in valuation increases in all investment objectives, and most significantly in global/international products. The net new flows were driven by inflows in fixed-income and hybrid products, partially offset by outflows in equity products.

Average AUM, which is generally more indicative of trends in revenue for providing investment management and fund administration services than the year-over-year change in ending AUM, increased 13% during the three months ended December 31, 2012, as compared to the same period in the prior fiscal year.

The average mix of AUM by investment objective was nearly the same during the three months ended December 31, 2012 and 2011 as shown below.



	Three Months Ended December 31,
	2012		2011
Equity
Global/international	28	%	29	%
United States	11	%	11	%
Total equity	39	%	40	%
Hybrid	15	%	14	%
Fixed-Income
Tax-free	11	%	11	%
Taxable
Global/international	27	%	27	%
United States	7	%	7	%
Total fixed-income	45	%	45	%
Cash Management	1	%	1	%
Total	100	%	100	%

Components of the change in AUM were as follows:



(dollar amounts in billions)	Three Months Ended December 31,						Percent Change
(dollar amounts in billions)	2012			2011			Percent Change
Beginning AUM	$	749.9		$	659.9		14	%
Long-term sales	46.0			38.2			20	%
Long-term redemptions	(44.7		)	(53.0		)	(16	)%
Net cash management	(1.0		)	(0.8		)	25	%
Net new flows	0.3			(15.6		)	NM
Reinvested distributions	9.1			7.3			25	%
Net flows	9.4			(8.3		)	NM
Distributions	(11.0		)	(8.5		)	29	%
Acquisition	8.7			—			NM
Appreciation and other	24.8			27.2			(9	)%
Ending AUM	$	781.8		$	670.3		17	%

Components of the change in AUM by investment objective were as follows:



(in billions)	Equity									Fixed-Income
for the three months ended December 31, 2012	Global/ International			United States			Hybrid			Tax-Free			Taxable Global/ International			Taxable United States			Cash Management			Total
AUM at October 1, 2012	$	214.9		$	82.2		$	110.1		$	83.2		$	196.4		$	56.7		$	6.4		$	749.9
Long-term sales	9.6			3.4			5.5			3.8			19.7			4.0			—			46.0
Long-term redemptions	(13.8		)	(5.1		)	(4.8		)	(3.2		)	(14.0		)	(3.8		)	—			(44.7		)
Net exchanges	(0.2		)	(0.3		)	(0.2		)	—			0.2			0.2			0.3			—
Net cash management	—			—			—			—			—			—			(1.0		)	(1.0		)
Net new flows	(4.4		)	(2.0		)	0.5			0.6			5.9			0.4			(0.7		)	0.3
Reinvested distributions	2.5			1.4			1.2			0.6			2.9			0.5			—			9.1
Net flows	(1.9		)	(0.6		)	1.7			1.2			8.8			0.9			(0.7		)	9.4
Distributions	(2.6		)	(1.5		)	(1.5		)	(0.8		)	(3.8		)	(0.8		)	—			(11.0		)
Acquisition	—			—			8.7			—			—			—			—			8.7
Appreciation and other	11.8			1.1			2.0			0.7			8.4			0.8			—			24.8
AUM at December 31, 2012	$	222.2		$	81.2		$	121.0		$	84.3		$	209.8		$	57.6		$	5.7		$	781.8



(in billions)	Equity									Fixed-Income
for the three months ended December 31, 2011	Global/ International			United States			Hybrid			Tax-Free			Taxable Global/ International			Taxable United States			Cash Management			Total
AUM at October 1, 2011	$	185.8		$	68.4		$	101.3		$	72.0		$	178.8		$	46.9		$	6.7		$	659.9
Long-term sales	9.8			3.7			4.1			2.8			14.2			3.6			—			38.2
Long-term redemptions	(10.4		)	(4.3		)	(15.1		)	(2.2		)	(17.7		)	(3.3		)	—			(53.0		)
Net exchanges	(0.7		)	0.1			0.1			0.2			(0.5		)	0.7			0.1			—
Net cash management	—			—			—			—			—			—			(0.8		)	(0.8		)
Net new flows	(1.3		)	(0.5		)	(10.9		)	0.8			(4.0		)	1.0			(0.7		)	(15.6		)
Reinvested distributions	1.5			1.3			1.2			0.6			2.3			0.4			—			7.3
Net flows	0.2			0.8			(9.7		)	1.4			(1.7		)	1.4			(0.7		)	(8.3		)
Distributions	(1.8		)	(1.4		)	(1.4		)	(0.8		)	(2.6		)	(0.5		)	—			(8.5		)
Appreciation and other	10.3			7.9			6.2			1.5			0.2			1.1			—			27.2
AUM at December 31, 2011	$	194.5		$	75.7		$	96.4		$	74.1		$	174.7		$	48.9		$	6.0		$	670.3

AUM increased $31.9 billion or 4% during the quarter ended December 31, 2012, resulting from $24.8 billion of market appreciation and $8.7 billion from an acquisition. The market appreciation mainly related to global/international equity and fixed income products and reflects overall positive returns in global markets, as evidenced by an increase in the MSCI World Index of 3%. Long-term sales of $46.0 billion increased 20% from the prior-year period primarily due to a rebound in sales of global/

international fixed-income products, and long-term redemptions decreased 16% to $44.7 billion primarily due to an $11.1 billion redemption in the prior-year period from an institutional advisory account in the hybrid objective.

AUM increased $10.4 billion or 2% during the quarter ended December 31, 2011, driven by market appreciation of $27.2 billion and partially offset by net new outflows of $15.6 billion. The market appreciation primarily resulted from equity and hybrid products as improved market conditions led to valuation increases, evidenced by increases in MSCI World Index of 8% and the S&P 500 Index of 12%. Net new outflows resulted as ongoing investor concerns related to the European sovereign debt crisis and general negative market sentiment contributed to lower sales and a high level of long-term redemptions, most notably in global/international fixed-income and equity products. Redemptions included $11.1 billion from an institutional advisory account in the hybrid objective.

The average mix of AUM by sales region is shown below.



	Three Months Ended December 31,				Percent Change
(dollar amounts in billions)	2012		2011		Percent Change
United States	$	499.1	$	439.0	14	%
International
Europe, the Middle East and Africa	124.9		107.4		16	%
Asia-Pacific	78.7		72.4		9	%
Canada	34.5		30.5		13	%
Latin America¹	26.4		25.7		3	%
Total international	264.5		236.0		12	%
Total	$	763.6	$	675.0	13	%

_________________

¹Latin America sales region includes North America-based advisors serving non-resident clients.

Due to the global nature of our business operations, investment management and related services may be performed in locations unrelated to the sales region.

Investment Performance Overview

A key driver of our overall success is the long-term investment performance of our SIPs. A standard measure of the performance of these investment products is the percentage of AUM exceeding benchmarks and peer group medians. The long-term investment performance of our fixed-income products has been strong with AUM frequently outperforming the benchmarks and peer group medians for the three-, five- and ten-year periods ended December 31, 2012. Our global/international fixed-income funds generated strong results with at least 89% of AUM exceeding the benchmarks and peer group medians for all periods presented, as did our hybrid products with at least 95% of AUM exceeding the peer group medians for all periods. In addition, at least 92% of AUM in our tax-free fixed-income products exceeded the peer group medians for the five- and ten-year periods. The long-term performance of our equity products has also been solid with AUM regularly exceeding the peer group medians for the three-, five- and ten-year periods.

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



	Benchmark Comparison								Peer Group Comparison
	% of AUM Exceeding Benchmark								% of AUM in Top Two Peer Group Quartiles
As of December 31, 2012	1-Year		3-Year		5-Year		10-Year		1-Year		3-Year		5-Year		10-Year
Equity
Global/international	62	%	40	%	63	%	56	%	54	%	70	%	68	%	69	%
United States	9	%	11	%	28	%	41	%	20	%	53	%	60	%	48	%
Total equity	46	%	32	%	52	%	51	%	44	%	65	%	65	%	61	%
Hybrid	86	%	85	%	15	%	96	%	95	%	96	%	97	%	98	%
Fixed-Income
Tax-free	75	%	63	%	31	%	51	%	57	%	70	%	92	%	100	%
Taxable
Global/international	92	%	89	%	91	%	91	%	96	%	93	%	99	%	99	%
United States	60	%	68	%	68	%	78	%	57	%	61	%	54	%	69	%
Total fixed-income	82	%	79	%	71	%	77	%	79	%	81	%	89	%	94	%

AUM measured in the benchmark and peer group rankings represents 88% of our total AUM as of December 31, 2012. The benchmark comparisons are based on each fund's return as compared to a market index that has been selected to be generally consistent with the investment objectives of the fund. The peer group rankings are sourced from Lipper, Morningstar or eVestment in each fund's market and were based on an absolute ranking of returns as of December 31, 2012. For products with multiple share classes, rankings for the primary share class are applied to the entire product. Private equity, certain privately-offered emerging market and real estate funds, cash management and funds acquired in 2012 are not included. Certain other funds and products were also excluded because of limited benchmark or peer group data. Had this data been available, the results may have been different. These results assume the reinvestment of dividends, are based on data available as of January 16, 2013 and are subject to revision. While we remain focused on achieving strong long-term performance, our future benchmark and peer group rankings may vary from our past performance.

Operating Revenues

The table below presents the percentage change in each revenue category.



(dollar amounts in millions)	Three Months Ended December 31,				Percent Change
(dollar amounts in millions)	2012		2011		Percent Change
Investment management fees	$	1,199.9	$	1,075.1	12	%
Sales and distribution fees	604.1		524.3		15	%
Shareholder servicing fees	74.4		75.4		(1	)%
Other, net	23.4		27.1		(14	)%
Total Operating Revenues	$	1,901.8	$	1,701.9	12	%

Investment Management Fees

Investment management fees are generally calculated under contractual arrangements with our SIPs and the sub-advised products that we manage as a percentage of the market value of AUM. Annual rates vary by investment objective and type of services provided. Rates for products sold outside of the U.S. are generally higher than for U.S. products because they are structured to compensate for certain distribution costs.

Investment management fees increased $124.8 million for the three months ended December 31, 2012. The increase resulted almost entirely from a 13% increase in average AUM, partially offset by the impact of a slightly lower effective fee rate. Average AUM increased in all sales regions, with the highest growth in U.S. products, and across all investment objectives.

Our effective investment management fee rate (annualized investment management fees divided by average AUM) decreased to 62.9 basis points for the three months ended December 31, 2012 from 63.7 basis points for the prior-year period. The rate decrease primarily resulted from a slightly lower weighting of global/international equity AUM, which generally carry the highest fee rates, and a slightly higher weighting of U.S. products AUM. The rate decrease was partially offset by higher performance-based fees.

Performance-based investment management fees were $2.9 million and de minimus for the three months ended December 31, 2012 and 2011.

Our product offerings and global operations are diverse. As such, the impact of future changes in the market value of AUM on investment management fees will be affected by the relative mix of investment objective, geographic region, distribution channel and investment vehicle of the assets.

Sales and Distribution Fees

We earn fees from the sale of certain classes of SIPs on which investors pay a commission at the time of purchase (“commissionable sales”). Sales commissions are reduced or eliminated on some share classes and for some sale transactions depending upon the amount invested and the type of investor. Therefore, sales fees will change with the overall level of gross sales, the size of individual transactions, and the relative mix of sales between different share classes and types of investors.

Globally, our mutual funds and certain other products generally pay us distribution fees in return for sales, marketing and distribution efforts on their behalf. Specifically, the majority of U.S.-registered mutual funds, with the exception of certain of our money market mutual funds, have adopted distribution plans under Rule 12b-1 (the “Rule 12b-1 Plans”) promulgated under the Investment Company Act of 1940. The Rule 12b-1 Plans permit the mutual funds to bear certain expenses relating to the distribution of their shares, such as expenses for marketing, advertising, printing and sales promotion, subject to the Rule 12b-1 Plans' limitations on amounts. The individual Rule 12b-1 Plans set a percentage limit for Rule 12b-1 expenses based on average daily net AUM of the mutual fund. Similar arrangements exist for the distribution of our non-U.S. funds where, generally, the distributor of the funds in the local market arranges for and pays commissions.

We pay substantially all of our sales and distribution fees to the financial advisers and other intermediaries who sell our SIPs to the public on our behalf. See the description of sales, distribution and marketing expenses below.

Sales and distribution fees by revenue driver are presented below:



(dollar amounts in millions)	Three Months Ended December 31,				Percent Change
(dollar amounts in millions)	2012		2011		Percent Change
Asset-based fees	$	403.7	$	368.8	9	%
Sales-based fees	198.0		152.3		30	%
Contingent sales charges	2.4		3.2		(25	)%
Sales and Distribution	$	604.1	$	524.3	15	%

Asset-based distribution fees increased $34.9 million for the three months ended December 31, 2012 primarily due to a 10% increase in the related average AUM. Annualized distribution fees as a percentage of average AUM were 0.21% and 0.22% for the three months ended December 31, 2012 and 2011.

Sales-based fees increased $45.7 million for the three months ended December 31, 2012 primarily due to a 30% increase in total commissionable sales. Sales fees as a percentage of commissionable sales were 3.3% for the three months ended December 31, 2012 and 2011. Commissionable sales represented 13% and 12% of total sales for the three months ended December 31, 2012 and 2011.

Contingent sales charges are earned from investor redemptions within a certain contracted period of time. These charges are levied only on certain shares sold without a front-end sales charge, and vary with the mix of redemptions of these shares.

Shareholder Servicing Fees

We receive shareholder servicing fees as compensation for providing transfer agency services, which include providing customer statements, transaction processing, customer service, and tax reporting. These fees are generally fixed charges per shareholder account that vary with the particular type of fund and the service being rendered. In some instances, we charge SIPs these fees based on the level of AUM. In the U.S., transfer agency service agreements provide that accounts closed in a calendar year generally remain billable at a reduced rate through the second quarter of the following calendar year. In Canada, such agreements provide that accounts closed in the calendar year remain billable for four months after the end of the calendar year. Accordingly, the level of fees will vary with the change in open accounts and the level of closed accounts that remain billable.

Other services include tax planning and preparation for individual and trust clients, for which fees are primarily account based, and trustee services, for which fees are based on the level of AUM.

Shareholder servicing fees decreased $1.0 million for the three months ended December 31, 2012 primarily due to a $2.7 million decrease in fees from closed accounts in the U.S. that remain billable at a reduced rate, partially offset by a $1.7 million increase in fees from a 6% increase in active accounts in the U.S.

Other, Net

Other, net revenue primarily consists of dividend and interest income from consolidated SIPs. It also includes interest income and expense and provisions for loan losses from lending activities.

Other, net revenue decreased $3.7 million for the three months ended December 31, 2012 due to a $4.2 million decrease in net revenue from banking/finance services resulting from a significant reduction in these services during fiscal year 2012, partially offset by a $0.5 million increase in income from consolidated SIPs.

Operating Expenses

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



	Three Months Ended December 31,				Percent Change
(dollar amounts in millions)	2012		2011		Percent Change
Sales, distribution and marketing	$	730.9	$	630.6	16	%
Compensation and benefits	335.1		300.4		12	%
Information systems and technology	43.6		41.4		5	%
Occupancy	33.4		31.8		5	%
General, administrative and other	73.7		65.3		13	%
Total Operating Expenses	$	1,216.7	$	1,069.5	14	%

Sales, Distribution and Marketing

Sales, distribution and marketing expenses primarily consist of payments to financial advisers, broker/dealers and other third parties for providing services to investors in our SIPs, including marketing support services. Sales expenses are determined as percentages of sales and are incurred from the same commissionable sales transactions that generate sales fee revenues. Distribution expenses are determined as percentages of AUM and are incurred from assets that generate either distribution fees or higher levels of investment management fees. Marketing support expenses are based on sales, AUM or a combination thereof. Also included is the amortization of deferred sales commissions related to up-front commissions on shares sold without a front-end sales charge to shareholders. The deferred sales commissions are amortized over the periods in which commissions are generally recovered from distribution fee revenues and contingent sales charges received from shareholders of the funds upon redemption of their shares.

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



	Three Months Ended December 31,				Percent Change
(dollar amounts in millions)	2012		2011		Percent Change
Asset-based expenses	$	514.6	$	457.5	12	%
Sales-based expenses	183.4		139.7		31	%
Amortization of deferred sales commissions	32.9		33.4		(1	)%
Sales, Distribution and Marketing	$	730.9	$	630.6	16	%

Asset-based expenses increased $57.1 million for the three months ended December 31, 2012 primarily due to a $32.2 million increase in distribution expenses on non-U.S. products primarily resulting from an 11% increase in the related average international AUM, and a $22.5 million increase in distribution expenses on U.S. products resulting from a 9% increase in the related average U.S. AUM and a higher mix of Class C assets, which have higher expense rates than other U.S. product classes. Annualized asset-based expenses as a percentage of average AUM were 0.27% for the three months ended December 31, 2012 and 2011. Distribution expenses, which are typically higher for non-U.S. products, are generally not directly correlated with distribution fee revenues due to international fee structures which provide for recovery of certain distribution costs through investment management fees.

Sales-based expenses increased $43.7 million for the three months ended December 31, 2012 primarily due to a 30% increase in total commissionable sales. Sales-based expenses as a percentage of sales-based fees were 93% and 92% for the three months ended December 31, 2012 and 2011.

Compensation and Benefits

Compensation and benefit expenses increased $34.7 million for the three months ended December 31, 2012 primarily due to increases in variable compensation and salaries, wages and benefits. Variable compensation increased $24.0 million primarily due to higher bonus expense based on our performance. Salaries, wages and benefits increased $10.6 million primarily due to higher staffing levels and annual merit salary adjustments that were effective December 1, 2012 and 2011. Compensation and benefit expenses as a percentage of operating revenues were 18% for the three months ended December 31, 2012 and 2011. At December 31, 2012, our global workforce had increased to approximately 8,700 employees from approximately 8,500 employees at December 31, 2011.

We continue to place a high emphasis on our pay for performance philosophy. As such, any changes in the underlying performance of our SIPs or changes in the composition of our incentive compensation offerings could have an impact on compensation and benefit expenses going forward. However, in order to attract and retain talented individuals, our level of compensation and benefit expenses may increase more quickly or decrease more slowly than our revenue.

Information Systems and Technology

Information systems and technology costs increased $2.2 million for the three months ended December 31, 2012 primarily due to higher investments in strategic technology projects for operational purposes.

Details of capitalized information systems and technology costs are shown below.



	Three Months Ended December 31,
(in millions)	2012			2011
Net carrying value at beginning of period	$	90.3		$	67.9
Additions, net of disposals	10.1			17.7
Amortization	(9.3		)	(7.4		)
Net Carrying Value at End of Period	$	91.1		$	78.2

Occupancy

The Company conducts its worldwide operations using a combination of leased and owned facilities. Occupancy costs include rent and other facilities-related costs including depreciation and utilities.

Occupancy costs increased $1.6 million for the three months ended December 31, 2012 primarily due to increases in rent expense and building maintenance costs.

General, Administrative and Other

General, administrative and other operating expenses primarily consist of fund administration services and shareholder servicing fees payable to external parties, advertising and promotion costs, corporate travel and entertainment, professional fees, and other miscellaneous expenses.

General, administrative and other operating expenses increased $8.4 million for the three months ended December 31, 2012 primarily due to a $3.5 million increase in professional fees mainly related to changes to our banking/finance business, a $2.4 million increase in the contingent consideration liability and a $1.2 million increase in amortization of intangible assets related to the acquisition of K2, and a $1.0 million increase in advertising and sales and promotion expenses due to higher levels of business activity.

We are committed to investing in advertising and promotion in response to changing business conditions, and to advance our products where we see continued or potential new growth opportunities. As a result of potential changes in our strategic marketing campaigns, the level of advertising and promotion expenditures may increase more rapidly, or decrease more slowly, than our revenues.

Other Income (Expenses)



	Three Months Ended December 31,
(in millions)	2012			2011
Investment and other income, net	$	45.5		$	71.2
Interest expense	(14.5		)	(8.6		)
Other Income (Expenses), Net	$	31.0		$	62.6

Other income (expenses) consists of net investment and other income and interest expense, excluding interest income and expense from banking/finance activities. Net investment and other income consists primarily of gains (losses) on trading investment securities, investments of consolidated SIPs and assets and liabilities of consolidated variable interest entities (“VIEs”); realized gains (losses) on sale of available-for-sale investment securities; income (losses) from equity method investees; dividend and interest income; other-than-temporary impairments and foreign currency exchange gains (losses).

Other income (expenses) decreased $31.6 million for the three months ended December 31, 2012 primarily due to net losses from consolidated collateralized loan obligations (“CLOs”) and foreign exchange and an increase in interest expense. Changes in the fair value of the assets and liabilities of consolidated CLOs resulted in net losses of $19.1 million as compared to $22.7 million of net gains in the prior-year period. The Euro strengthened against the U.S. dollar in the current year, resulting in $11.3 million of foreign currency exchange net losses as compared to $5.2 million of net gains in the prior year. Interest expense increased $5.9 million primarily due to $3.7 million related to the early redemption of senior notes and a higher debt balance. These changes were partially offset by $20.9 million of net gains from securities held by consolidated SIPs as compared to net losses of $15.7 million in the prior-year period.

A substantial majority of the net gains (losses) of consolidated CLOs and a significant noncontrolling percentage of the net gains (losses) from other consolidated SIPs are offset in noncontrolling interests in our condensed consolidated statements of income.

Our investments in SIPs include initial cash investments made in the course of launching mutual fund and other investment product offerings, as well as investments for other business reasons. The market conditions that impact our AUM similarly affect the investment income earned or losses incurred on our SIPs investments.

The consolidated cash, cash equivalents and investments portfolio by investment objective at December 31, 2012 was as follows:



(dollar amounts in millions)	Total Portfolio		Percent of Total Portfolio		Trading Securities Included in Portfolio		Percent of Total Trading Securities		Assets of Consolidated VIEs and SIPs Included in Total Portfolio		Percent of Total
Cash and Cash Equivalents	$	5,242.7	53	%	$	—	0	%	$	155.9	7	%
Investment Securities
Equity
Global/international	472.8		5	%	—		0	%	351.4		15	%
United States	24.5		0	%	—		0	%	0.1		0	%
Total equity	497.3		5	%	—		0	%	351.5		15	%
Hybrid	233.9		2	%	—		0	%	160.7		7	%
Fixed-Income
Tax-free	26.8		0	%	—		0	%	—		0	%
Taxable
Global/international	971.9		10	%	84.4		7	%	592.6		25	%
United States	2,368.6		24	%	1,113.8		93	%	1,062.1		46	%
Total fixed-income	3,367.3		34	%	1,198.2		100	%	1,654.7		71	%
Total Investment Securities	4,098.5		41	%	1,198.2		100	%	2,166.9		93	%
Other Investments	593.0		6	%	—		0	%	—		0	%
Total Cash and Cash Equivalents and Investments	$	9,934.2	100	%	$	1,198.2	100	%	$	2,322.8	100	%

Investments of consolidated VIEs and SIPs are generally assigned a classification in the table above based on the investment objective of the consolidated VIEs and SIPs holding the securities. Other investments include $433.5 million of investments in equity method investees that hold securities which primarily have a global/international equity investment objective, are subject to market valuation risks and are readily marketable.

Taxes on Income

As a multi-national corporation, we often provide our services from locations outside the U.S. Some of these jurisdictions have lower tax rates than the U.S. The mix of pre-tax income subject to these lower rates, when aggregated with income originating in the U.S., produces a lower overall effective income tax rate than existing U.S. federal and state income tax rates.

Our effective income tax rate was 29.5% and 29.0% for the three months ended December 31, 2012 and 2011. The rate increase was primarily due to a decrease in forecasted non-U.S. earnings in lower tax jurisdictions and a net loss attributable to non-controlling interests as compared to net income in the prior-year period, partially offset by a decrease in state tax due to new legislation.

The effective income tax rate for future reporting periods will continue to reflect the relative contributions of non-U.S. earnings that are subject to reduced tax rates and that are not currently included in U.S. taxable income. Changes in tax rates in these jurisdictions may affect our effective income tax rate and net income.

LIQUIDITY AND CAPITAL RESOURCES

Cash flows were as follows:



	Three Months Ended December 31,
(in millions)	2012			2011
Cash Flow Data
Operating cash flows	$	286.4		$	167.7
Investing cash flows	34.5			236.4
Financing cash flows	(1,140.4		)	(681.4		)

Net cash provided by operating activities increased during the three months ended December 31, 2012 due to a lower net increase in trading securities of consolidated SIPs and a higher net increase in various operating liabilities. Net cash provided by investing activities decreased mainly due to higher purchases of investments by consolidated VIEs. Net cash used in financing activities increased primarily due to payments on debt and higher dividends paid on common stock, partially offset by lower repurchases of common stock.

The assets and liabilities of our consolidated VIEs and consolidated SIPs attributable to third-party investors do not impact our liquidity and capital resources. We have no right to these consolidated entities’ assets, other than our direct equity investment in them, and/or investment management fees earned from them. The debt holders of these consolidated entities have no recourse to our assets beyond the level of our direct investment, therefore we bear no other risks associated with the entities' liabilities. Accordingly, the assets and liabilities of our consolidated VIEs and consolidated SIPs, 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)	December 31, 2012		September 30, 2012
Assets
Cash and cash equivalents	$	5,086.8	$	5,784.3
Receivables	849.5		823.8
Investments	2,203.7		2,266.7
Total liquid assets	$	8,140.0	$	8,874.8
Liabilities
Debt
Federal Home Loan Bank advances	$	66.0	$	69.0
Senior notes	1,197.3		1,497.1
Total debt	$	1,263.3	$	1,566.1

Liquidity

Liquid assets consist of cash and cash equivalents, receivables, and certain investments. Cash and cash equivalents primarily consist of cash on hand, deposits with financial institutions, money market funds, securities of U.S. government-sponsored enterprises and the U.S. Treasury, and time deposits. Liquid investments consist of trading and available-for-sale securities, investments in equity method investees consisting of mutual fund SIPs, direct investments in redeemable consolidated SIPs, and time deposits with maturities greater than three months.

Cash and cash equivalents at December 31, 2012 decreased from September 30, 2012 primarily due to net cash used in financing activities, partially offset by net cash provided by operating and investing activities. The percentages of cash and cash equivalents held by our U.S. and non-U.S. operations were 39% and 61% at December 31, 2012, and 46% and 54% at September 30, 2012.

We utilize a significant portion of our liquid assets to fund operational and regulatory requirements and capital contributions relating to our SIPs. Certain of our subsidiaries are required by our internal policy or regulation to maintain minimum levels of capital which are partially maintained by retaining cash and cash equivalents. As a result, such subsidiaries may be restricted in their ability to transfer cash to their parent companies. Also, as a multi-national corporation, we operate in various locations outside of the U.S. Certain of our non-U.S. subsidiaries are subject to regulatory or contractual repatriation restrictions or requirements. Such restrictions and requirements limit our ability to transfer cash between various international jurisdictions, including repatriation to the U.S. Should we require more capital in the U.S. than is generated domestically, we could elect to reduce the level of discretionary activities, such as share repurchases, or we could elect to repatriate future earnings from non-U.S. jurisdictions or raise capital through debt or equity issuance. Certain of these alternatives could result in higher effective tax rates, increased interest expense or other dilution to our earnings. At December 31, 2012, our U.S. and non-U.S. subsidiaries held approximately $2,306.4 million and $2,060.7 million of our liquid assets to satisfy operational and regulatory requirements and capital contributions to our SIPs, as compared to approximately $2,094.3 million and $1,988.8 million held at September 30, 2012.

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, the ability to issue debt or equity securities and borrowing capacity under current credit facilities.

In prior fiscal years, we issued senior unsecured and unsubordinated notes for general corporate purposes, to redeem outstanding notes and to finance an acquisition. At December 31, 2012, $1,197.3 million of the notes were outstanding with a total face value of $1,200.0 million. The notes consist of $250.0 million issued at a fixed interest rate of 3.125% per annum which mature in 2015, $300.0 million issued at a fixed interest rate of 1.375% per annum which mature in 2017, $350.0 million issued at a fixed interest rate of 4.625% per annum which mature in 2020 and $300.0 million issued at a fixed interest rate of 2.800% per annum which mature in 2022.

Interest on the notes is payable semi-annually. The 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 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. The indentures also include requirements that must be met if we consolidate or merge with, or sell all of our assets to, another entity. At December 31, 2012, we were in compliance with the covenants of the notes.

In prior fiscal years, we secured advances from the Federal Home Loan Bank (the “FHLB”) to fund our banking services. At December 31, 2012, $66.0 million of FHLB advances were outstanding with a weighted-average interest rate of 3.23%. FHLB advances are subject to collateralization requirements.

At December 31, 2012, we had $500.0 million of short-term commercial paper available for issuance under an uncommitted private placement program which has been inactive since April 2012, $260.0 million available in uncommitted short-term bank lines of credit under the Federal Reserve system, $100.5 million available through the secured Federal Reserve Bank short-term discount window, $15.1 million available in uncommitted short-term bank lines of credit and $12.0 million available in secured FHLB short-term borrowing capacity.

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, acquire shares of our common stock, fund property and equipment purchases, invest in our SIPs, pay operating expenses of the business, enhance technology infrastructure and business processes, pay stockholder dividends and repay and service debt.

We declare and pay dividends on a quarterly basis. We declared a regular cash dividend of $0.29 per share and a special cash dividend of $3.00 per share during the three months ended December 31, 2012, and a regular cash dividend of $0.27 per share and a special cash dividend of $2.00 per share during the three months ended December 31, 2011. We currently expect to continue paying comparable regular cash 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 regular open-market purchases and private transactions in accordance with applicable laws and regulations. During the three months ended December 31, 2012 and 2011, we repurchased approximately 0.8 million and 3.0 million shares of our common stock at a cost of $98.0 million and $290.9 million. At December 31, 2012, approximately 6.5 million shares of our common stock remained available for repurchase under our common stock repurchase program, which is not subject to an expiration date.

During the three months ended December 31, 2012 and 2011, we redeemed $11.7 million and $70.2 million, net of investments, in our SIPs.

In October 2012, we redeemed our outstanding 2.000% senior notes due in May 2013 at a make-whole redemption price of $305.4 million.

In November 2012, we acquired an ownership interest of approximately 69% of K2 Advisors Holdings LLC (“K2”), a fund of hedge funds solutions provider. The purchase consideration included a $182.9 million cash investment in K2, which was primarily used to retire $176.5 million of debt immediately following the acquisition.

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. While we have no contractual obligation to do so, we may voluntarily elect to provide the funds with direct or indirect financial support based on our business objectives.

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

Our contractual obligations and commercial commitments are summarized in our Form 10-K for the fiscal year ended September 30, 2012.

Concurrent with our acquisition of a majority interest of K2 in November 2012, we committed to acquire the remaining interests over a multi-year period beginning in fiscal year 2017. The amount of the resulting liability is contingent on K2's future revenues and profits and had an estimated fair value of $90.3 million at December 31, 2012. This amount is based on payments of $1.8 million in fiscal year 2013, $12.3 million in fiscal years 2014-2015, $32.9 million in fiscal years 2016-2017 and $43.3 million thereafter.

As disclosed above, we redeemed our outstanding 2.000% senior notes due in May 2013 at a make-whole redemption price of $305.4 million in October 2012.

At December 31, 2012, there were no other material changes outside the ordinary course in our other contractual obligations and commercial commitments from September 30, 2012.

OFF-BALANCE SHEET ARRANGEMENTS

In our role as agent or trustee, we facilitate the settlement of investor share purchase, redemption, and other transactions with affiliated mutual funds. We are appointed by the affiliated mutual funds as agent or trustee to manage, on their behalf, bank deposit accounts that contain only (i) cash remitted by investors to the affiliated mutual funds for the direct purchase of fund shares, or (ii) cash remitted by the affiliated mutual funds for direct delivery to the investors for either the proceeds of fund shares liquidated at the investors’ direction, or dividends and capital gains earned on fund shares. At December 31, 2012 and September 30, 2012, we held cash of approximately $208.8 million and $202.4 million off-balance sheet in agency or trust for investors and the affiliated mutual funds.

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. Actual results may differ from those estimates under different assumptions. 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 Form 10-K for the fiscal year ended September 30, 2012.

Consolidation

We consolidate our subsidiaries and SIPs in which we have a controlling financial interest. We are generally considered to have a controlling financial interest when we own a majority of the voting interest in an entity. We also consolidate VIEs for which we are considered the primary beneficiary and non-VIE limited partnerships and similar structures for which we are deemed to have control.

The variable interests that we have in investment entity VIEs consist of our equity ownership interest in and/or investment management fees earned from these VIEs. As of December 31, 2012, we are the primary beneficiary of three of these VIEs as we have a controlling financial interest in the entities.

Fair Value Measurements

We record the majority of our investments in the consolidated financial statements at fair value or amounts that approximate fair value. 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 December 31, 2012, Level 3 assets represented 21% of total assets measured at fair value, substantially all of which related to investments of consolidated SIPs in equity and debt securities of entities and funds which are not traded in active markets. Level 3 liabilities, comprised of a contingent consideration liability and debt of consolidated VIEs, represented 14% of total liabilities measured at fair value at December 31, 2012. There were no transfers into or out of Level 3 during the three months ended December 31, 2012.

Goodwill and Other Intangible Assets

Subsequent to our annual impairment tests as of August 1, 2012, there were no impairments to goodwill or indefinite-lived intangible assets as we determined no events occurred or circumstances changed that would more likely than not reduce the fair value of a reporting unit below its carrying value, or indicate that our indefinite-lived intangible assets might be impaired.

We test definite-lived intangible assets for impairment quarterly. As of December 31, 2012, $42.6 million, or 51% of our definite-lived intangible assets related to investment management contracts acquired in November 2012 in connection with the acquisition of K2. No events occurred or circumstances changed since the acquisition date that would indicate that these assets might be impaired. Approximately $35.0 million, or 85% of the remaining balance of definite-lived intangible assets exceeded their carrying values by at least 20%. We estimated the future undiscounted cash flows for these assets using AUM growth rates ranging from 2% to 6%. As of December 31, 2012, a decline in their related AUM of approximately 18% could cause us to evaluate whether their fair value is below the carrying value. There was no impairment of definite-lived intangible assets for the three months ended December 31, 2012.

Revenues

Investment management and distribution fees are generally determined based on a percentage of AUM. AUM of SIPs 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. The fair values of securities for which market prices are not readily available are internally valued using various methodologies which incorporate unobservable inputs as appropriate for each security type. As of December 31, 2012, our total AUM by fair value hierarchy level was 36% Level 1, 63% Level 2 and 1% Level 3.

NEW ACCOUNTING GUIDANCE

See Note 2 – New Accounting Guidance in the notes to condensed consolidated financial statements in Item 1 of Part I of this Form 10-Q.

RISK FACTORS

Volatility and disruption of the capital and credit markets, and adverse changes in the global economy, may significantly affect our results of operations and may put pressure on our financial results. The capital and credit markets continue to experience volatility and disruption worldwide. Declines in global financial market conditions have in the past resulted in significant decreases in our assets under management (“AUM”), revenues and income, and future declines may negatively impact our performance. Such declines have had and may in the future have an adverse impact on our results of operations. We may need to modify our business, strategies or operations and we may be subject to additional constraints or costs in order to satisfy new regulatory requirements or to compete in a changed business environment.

The amount and mix of our AUM are subject to significant fluctuations. Fluctuations in the amount and mix of our AUM may be attributable in part to market conditions outside of our control that have had, and in the future could have, a negative impact on our revenues and income. We derive our operating revenues and net income from providing investment management and related services. The level of our revenues depends largely on the level and mix of AUM. Any decrease in the value or amount of our AUM because of market volatility or other factors negatively impacts our revenues and income. We are subject to an increased risk of asset volatility from changes in the global financial and equity markets. Individual financial and equity markets may be adversely affected by economic, political, financial or other instabilities that are particular to the country or regions in which a market is located, including without limitation local acts of terrorism, economic crises, political protests, insurrection or other business, social or political crises. Declines in these markets have caused in the past, and may cause in the future, a decline in our revenues and income. Global economic conditions, exacerbated by war, terrorism, natural disasters or financial crises, changes in the equity marketplace, unanticipated changes in currency exchange rates, interest rates, inflation rates, the yield curve, defaults by derivative counterparties, bond default risks, the sovereign debt crisis in Europe and other factors that are difficult to predict affect the mix, market values and levels of our AUM. The funds we manage may be subject to an unanticipated large number of redemptions as a result of such events, causing the funds to sell securities they hold, possibly at a loss, or draw on any available lines of credit to obtain cash to settle these redemptions, or settle in-kind with securities held in the applicable fund. We may also, in our discretion, provide financial support to a fund to enable it to maintain sufficient liquidity in such event. Our investment management fee revenues are primarily based on a percentage of the value of AUM and vary with the nature of the account or product managed. A decline in the price of stocks or bonds, or in particular market segments, or in the securities market generally, could cause the value and returns on our AUM to decline, resulting in a decline in our revenues and income. Moreover, changing market conditions may cause a shift in our asset mix between international and U.S. assets, potentially resulting in a decline in our revenues and income depending upon the nature of our AUM and the level of management fees we earn based on our AUM. We generally derive higher investment management and distribution fees from our international products than from our U.S. products, and higher sales fees from our U.S. products than from our international products. Additionally, changing market conditions may cause a shift in our asset mix towards fixed-income products and a related decline in our revenues and income, as we generally derive higher fee revenues and income from equity products than from fixed-income products we manage. On the other hand, increases in interest rates, in particular if rapid, or high interest rates, as well as any uncertainty in the future direction of interest rates, may have a negative impact on our fixed-income products as rising interest rates or interest rate uncertainty typically decrease the total return on many bond investments due to lower market valuations of existing bonds. Any decrease in the level of our AUM resulting from price declines, interest rate volatility or uncertainty, increased redemptions or other factors could negatively impact our revenues and income.

We are subject to extensive and complex, overlapping and frequently changing rules, regulations and legal interpretations. There is uncertainty associated with the regulatory environment in which we operate. Our business is subject to extensive and complex, overlapping and frequently changing rules, regulations and legal interpretations in the countries in which we operate, including, among others, securities, banking, accounting, tax, ethics and privacy laws and regulations.

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Reform Act") imposes additional restrictions and limitations on us and will likely result in increased scrutiny and oversight of our financial services and products as the various rules and regulations required for implementation continue to be adopted. Due to the complexity and broad scope of the Reform Act and the time required for regulatory implementation, we are not able to predict at this time all of the specific requirements that will be adopted by regulatory agencies having authority over us pursuant to the Reform Act, or the impact of all of the changes in regulation. The so-called “Volcker Rule” provisions of the Reform Act restrict the ability of affiliates of insured depository institutions, such as Franklin, to sponsor or invest in private funds or to engage in certain types of proprietary trading. While the Volcker Rule became effective on July 21, 2012, final rules for its implementation have not yet been adopted. On April 19, 2012, the Board of Governors of the Federal Reserve System (the “FRB”) issued a Statement of Policy that confirmed that banking institutions will have two years from the effective date to conform their activities to the requirements of the Volcker Rule. In addition to the rulemaking mandated by the Reform Act, new rules adopted by the Commodity Futures Trading Commission (“CFTC”) removed or limited previously available exemptions and exclusions which will impose additional registration and reporting requirements for operators of certain mutual funds and certain other pooled vehicles that use or trade in futures, swaps and other derivatives regulated by the CFTC. These regulatory amendments may require us to change certain of our mutual fund

or other pooled vehicle business practices or register additional entities with the CFTC. Further, upon implementation, the Foreign Account Tax Compliance Act ("FATCA"), which is intended to address tax compliance issues related to U.S. taxpayers holding non-U.S. accounts, will require non-U.S. financial institutions to report to the Internal Revenue Service (“IRS”) information about financial accounts held by U.S. taxpayers and impose withholding, documentation and reporting requirements on non-U.S. financial institutions. FATCA remains subject to the adoption of additional applicable regulations by the IRS, and full implementation will be phased in over a multi-year period, commencing in 2013. We expect that FATCA will cause us to incur significant administrative and compliance costs. Changes to the regulation of money market funds currently under discussion could significantly change the structure and operations of those funds.

Financial reporting requirements, and the processes, controls and procedures that have been put in place to address them, are often comprehensive and complex. We may be adversely affected as a result of new or revised legislation or regulations or by changes in the interpretation of existing laws and regulations. While management has focused attention and resources on our compliance policies, procedures and practices, non-compliance with applicable laws or rules or regulations, conflicts of interest requirements or fiduciary principles, or our inability to keep up with, or adapt to, an ever changing, complex regulatory environment, could result in civil liability, criminal liability and/or sanctions against us, including fines and censures, injunctive relief, suspension or expulsion from a particular jurisdiction or market or the revocation of licenses, any of which could adversely affect our reputation, prospects, revenues and income.

We are subject to U.S. federal securities laws, state laws regarding securities fraud, other federal and state laws and rules and regulations of certain regulatory and self-regulatory organizations, including those rules and regulations promulgated by, among others, the SEC, the Financial Industry Regulatory Authority and the New York Stock Exchange. Because of our non-U.S. operations and/or trading in our securities that take place outside the U.S., we are also subject to regulation by non-U.S. regulators and U.S. regulators such as the Department of Justice and the SEC with respect to the Foreign Corrupt Practices Act of 1977. Certain of our subsidiaries are registered with the SEC under the Investment Advisers Act of 1940 and many of our funds are registered with the SEC under the Investment Company Act, both of which impose numerous obligations, as well as detailed operational requirements, on our subsidiaries which are investment advisers to registered investment companies. Our subsidiaries must comply with a myriad of complex and changing U.S. and/or non-U.S. rules and regulations, some of which may conflict, as well as complex tax regimes. Additionally, as we continue to expand our operations, sometimes rapidly, into additional non-U.S. jurisdictions, the rules and regulations of these non-U.S. jurisdictions become applicable, sometimes with short compliance deadlines, and add further regulatory complexity to our ongoing global compliance operations.

We are also a bank holding company and a financial holding company subject to the supervision and regulation of the FRB and are subject to the restrictions, limitations and prohibitions of the Bank Holding Company Act of 1956 (the “BHC Act”) and the Gramm-Leach-Bliley Act. In addition, significant aspects of the Reform Act relate to changes in the regulation of banks, thrifts, holding companies and related institutions, including with respect to regulation and supervision in the banking industry, and the imposition of various restrictions and limitations on certain activities of such entities. The Reform Act includes a number of measures that will increase capital and liquidity requirements, impose limits on leverage, and enhance supervisory authority and regulatory oversight of non-banking entities which may apply to our business. The FRB may impose additional limitations or restrictions on our activities, including if the FRB believes that we do not have the appropriate financial and managerial resources to commence or conduct an activity or make an acquisition. Further, our banking subsidiary, Fiduciary Trust Company International (“Fiduciary Trust”), is subject to extensive regulation, supervision and examination by the Federal Deposit Insurance Corporation and the New York State Department of Financial Services, while other subsidiaries are subject to oversight by the Office of the Comptroller of the Currency (the “OCC”) and various state regulators.

The laws and regulations imposed by our banking regulators generally involve restrictions and requirements in connection with a variety of technical, specialized, and expanding matters and concerns. For example, compliance with anti-money laundering and Know-Your-Customer requirements, both domestically and internationally, and the Bank Secrecy Act has taken on heightened importance with regulators as a result of efforts to, among other things, limit terrorism. At the same time, there has been increased regulation with respect to the protection of customer privacy and the need to secure sensitive customer information. As we continue to address these requirements or focus on meeting new or expanded ones, we may expend a substantial amount of time and resources. Any inability to meet these requirements, within the timeframes set by regulators, may subject us to sanctions or other restrictions by the regulators that could impact our broader business. Moreover, being subject to banking regulation may put us at a disadvantage compared to our competitors which are not subject to such requirements.

On March 5, 2012, Fiduciary Trust submitted an application to the OCC to convert from a New York state-chartered bank to an uninsured national banking association with fiduciary powers, the activities of which would be limited to those authorized by the OCC for a trust bank and activities related thereto. Franklin Templeton Bank & Trust, F.S.B. would be merged into this entity and our status as a bank holding company would end. In September 2012, the OCC advised us that it had changed its policy. We understand that it generally will no longer charter uninsured national trust banks. In light of this, we are considering alternative structures for our banking subsidiaries. There is no assurance that we will be able to successfully restructure our subsidiaries or

cease to be regulated as a bank holding company. Moreover, even if such restructuring were to be completed, we could still be subject to enhanced prudential standards and FRB supervision if the Financial Stability Oversight Council were to designate us as a systemically important non-bank financial company under the Reform Act.

Regulatory and legislative actions and reforms have made the regulatory environment in which we operate more costly and future actions and reforms could adversely impact our AUM, increase costs and negatively impact our profitability and future financial results. Since 2001, the federal securities laws have been augmented substantially and made significantly more complex by, among other measures, the Sarbanes-Oxley Act of 2002, the USA Patriot Act of 2001 and the Reform Act. Moreover, the adoption of new laws or regulations and changes in the interpretation or enforcement of existing laws or regulations have directly affected, and may continue to affect, our business. With new laws and changes in interpretation of existing requirements, the associated time we must dedicate to, and related costs we must incur in, meeting the regulatory complexities of our business have increased. In particular, many provisions of the Reform Act still require the adoption of rules to implement the Reform Act and mandate multiple studies, which could result in additional legislative or regulatory action. We may be required to invest significant management time and resources to address the various provisions of the Reform Act and the numerous regulations that are required to be issued under it. In addition, the SEC has proposed changes to Rule 12b-1 promulgated under the Investment Company Act which, if adopted, could limit our ability to recover expenses relating to the distribution of our funds. Outlays associated with meeting regulatory complexities have also increased as we expand our business into new jurisdictions. Compliance activities to meet these and other new legal requirements have required us to expend additional time and resources, and, consequently, we are incurring increased costs of doing business, which potentially negatively impacts our profitability and future financial results. Moreover, any potential accounting or reporting error, whether financial or otherwise, if material, could damage our reputation, adversely affect our ability to conduct business, and decrease revenues and income. Finally, any regulatory and legislative actions and reforms affecting the mutual fund industry, including compliance initiatives, may negatively impact revenues by increasing our costs of accessing or dealing in the financial markets or by making certain investment offerings less favorable to our clients.

Failure to comply with the laws, rules or regulations in any of the non-U.S. jurisdictions in which we operate could result in substantial harm to our reputation and results of operations. As with all investment management companies, our activities are highly regulated in almost all countries in which we conduct business. The regulatory environments of the non-U.S. jurisdictions where we conduct our business or where the funds and products we manage are organized or sold are complex, uncertain and subject to change. Local regulatory environments may vary widely and place additional demands on our sales, legal and compliance personnel. Failure to comply with the applicable laws, rules, regulations, codes, directives, notices or guidelines in any of our non-U.S. jurisdictions could result in a wide range of penalties and disciplinary actions, including fines, censures and the suspension or expulsion from a particular jurisdiction or market or the revocation of licenses, any of which could adversely affect our reputation and operations. In recent years, the non-U.S. regulatory environments in which we operate have seen significant increased and evolving regulation, which has imposed and may continue to impose additional compliance and operational costs on us in the applicable jurisdictions. Regulators in non-U.S. jurisdictions could also change their policies or laws in a manner that might restrict or otherwise impede our ability to offer our investment products and services in their respective markets, or we may be unable to keep up with, or adapt to, the ever changing, complex regulatory requirements in such jurisdictions or markets, which could further negatively impact our business.

Changes in tax laws or exposure to additional income tax liabilities could have a material impact on our financial condition, results of operations and liquidity. We are subject to income taxes as well as non-income based taxes, in both the U.S. and various non-U.S. jurisdictions and are subject to ongoing tax audits in the U.S. and various non-U.S. jurisdictions. Tax authorities may disagree with certain positions we have taken and assess additional taxes. We regularly assess the likely outcomes of these audits in order to determine the appropriateness of our tax provision. However, there can be no assurance that we will accurately predict the outcomes of these audits, and the actual outcomes of these audits could have a material impact on our net income or financial condition. Changes in tax laws or tax rulings could materially impact our effective tax rate. For example, proposals for fundamental U.S. corporate tax reform, if enacted, could change the amount of taxes we are required to pay and have a significant impact on our future results of operations, profitability and financial condition.

Any significant limitation, failure or security breach of our software applications, technology or other systems that are critical to our operations could constrain our operations. We are highly dependent upon the use of various proprietary and third-party software applications and other technology systems to operate our business. We use our technology to, among other things, obtain securities pricing information, process client transactions, and provide reports and other customer services to the clients of the funds we manage. Any inaccuracies, delays, systems failures or security breaches in these and other processes could subject us to client dissatisfaction and losses. Although we take protective measures, including measures to effectively secure information through system security technology, our technology systems may still be vulnerable to unauthorized access, computer viruses or other events that have a security impact, such as an authorized employee or vendor inadvertently causing us to release confidential information, which could materially damage our operations or cause the disclosure or modification of sensitive or confidential information. Breach of our technology systems could result in the loss of valuable information, liability for stolen assets or information, remediation costs to repair damage caused by the breach, additional security costs to mitigate against future incidents

and litigation costs resulting from the incident. Moreover, loss of confidential customer identification information could harm our reputation and subject us to liability under laws that protect confidential personal data, resulting in increased costs or loss of revenues.

Further, although we take precautions to password protect and encrypt our laptops and other mobile electronic hardware, if such hardware is stolen, misplaced or left unattended, it may become vulnerable to hacking or other unauthorized use, creating a possible security risk and resulting in potentially costly actions by us. Most of the software applications that we use in our business are licensed from, and supported, upgraded and maintained by, third-party vendors. A suspension or termination of certain of these licenses or the related support, upgrades and maintenance could cause temporary system delays or interruption. In addition, our failure to properly manage and operate our data centers could have an adverse impact on our business. Although we have in place certain disaster recovery plans, we may experience system delays and interruptions as a result of natural disasters, power failures, acts of war, and third-party failures. Technology is subject to rapid change and we cannot guarantee that our competitors may not implement more advanced technology platforms for their products, which could affect our business. Potential system failures or breaches, or advancements in technology, and the cost necessary to address them, could result in material financial loss or costs, regulatory actions, breach of client contracts, reputational harm or legal claims and liability, which in turn could negatively impact our revenues and income.

Our business operations are complex and a failure to properly perform operational tasks or the misrepresentation of our products and services, or the termination of investment management agreements representing a significant portion of our AUM, could have an adverse effect on our revenues and income. Through our subsidiaries, we provide investment management and related services to our sponsored investment products, that consist of investment funds and institutional, high net-worth and separately-managed accounts. In addition to investment management, our services include fund administration, sales, distribution, shareholder services, transfer agency, trustee, custodial and other fiduciary services, as well as select private banking services. In order to be competitive, we must properly perform our fund and portfolio administration and related responsibilities, including portfolio recordkeeping and accounting, security pricing, corporate actions, investment restrictions compliance, daily net asset value computations, account reconciliations, and required distributions to fund shareholders. In addition, the intentional or unintentional misrepresentation of our products and services in advertising materials, public relations information, social media or other external communications could adversely affect our reputation and business prospects. Our investment management fees, which represent a majority of our revenues, are dependent on fees earned under investment management agreements that we have with the sponsored investment products we advise. Our revenues could be adversely affected if such agreements representing a significant portion of our AUM are terminated or significantly altered. Further, certain of our subsidiaries may act as general partner for various investment partnerships, which may subject them to liability for the partnerships' liabilities. If we fail to properly perform and monitor our operations, our business could suffer and our revenues and income could be adversely affected.

We face risks, and corresponding potential costs and expenses, associated with conducting operations and growing our business in numerous countries. We sell mutual funds and offer investment management and related services in many different regulatory jurisdictions around the world, and intend to continue to expand our operations internationally. As we do so, we will continue to face challenges to the adequacy of our resources, procedures and controls to consistently and effectively operate our business. In order to remain competitive, we must be proactive and prepared to implement necessary resources when growth opportunities present themselves, whether as a result of a business acquisition or rapidly increasing business activities in particular markets or regions. As we grow, we face a heightened risk that the necessary resources and/or personnel will be unavailable to take full advantage of strategic opportunities when they appear or that strategic decisions can be efficiently implemented. Local regulatory environments may vary widely, as may the adequacy and sophistication of each. Similarly, local distributors, and their policies and practices as well as financial viability, may be inconsistent or less developed or mature. Notwithstanding potential long-term cost savings by increasing certain operations, such as transfer agent and other back-office operations, in countries or regions of the world with lower operating costs, growth of our international operations may involve near-term increases in expenses as well as additional capital costs, such as information systems and technology costs and costs related to compliance with particular regulatory or other local requirements or needs. Local requirements or needs may also place additional demands on sales and compliance personnel and resources, such as meeting local language requirements, while also integrating personnel into an organization with a single operating language. Finding, hiring and retaining additional, well-qualified personnel and crafting and adopting policies, procedures and controls to address local or regional requirements remain a challenge as we expand our operations internationally. Moreover, regulators in non-U.S. jurisdictions could also change their policies or laws in a manner that might restrict or otherwise impede our ability to distribute or register investment products in their respective markets. Any of these local requirements, activities, or needs could increase the costs and expenses we incur in a specific jurisdiction without any corresponding increase in revenues and income from operating in the jurisdiction. In addition, from time to time we enter into international joint ventures in which we may not have control. These investments in joint ventures may involve risks, including the risk that the controlling joint venture partner may have business interests, strategies or goals that are inconsistent with ours, and the risk that business decisions or other actions or omissions of the controlling joint venture partner or the joint venture company may result in harm to our reputation or adversely affect the value of our investment in the joint venture.

We depend on key personnel and our financial performance could be negatively affected by the loss of their services. The success of our business will continue to depend upon our key personnel, including our portfolio and fund managers, investment analysts, investment advisers, sales and management personnel and other professionals as well as our executive officers and business unit heads. Competition for qualified, motivated, and highly skilled executives, professionals and other key personnel in the investment management industry remains significant. Our success depends to a substantial degree upon our ability to find, attract, retain, and motivate qualified individuals, including through competitive compensation packages, and upon the continued contributions of these people. Regulations, including those required to be adopted under the Reform Act, could impose restrictions on compensation paid by financial institutions, which could restrict our ability to compete effectively for qualified professionals. As our business grows, we are likely to need to increase correspondingly the overall number of individuals that we employ. Moreover, in order to retain certain key personnel, we may be required to increase compensation to such individuals, resulting in additional expense without a corresponding increase in potential revenues. We cannot assure you that we will be successful in finding, attracting and retaining qualified individuals, and the departure of key investment personnel, in particular, if not replaced, could cause us to lose clients, which could have a material adverse effect on our financial condition, results of operations and business prospects.

Strong competition from numerous and sometimes larger companies with competing offerings and products could limit or reduce sales of our products, potentially resulting in a decline in our market share, revenues and income. We compete with numerous investment management companies, securities brokerage and investment banking firms, insurance companies, banks and other financial institutions. Our investment products also compete with products offered by these competitors as well as real estate investment trusts, hedge funds and others. The periodic establishment of new investment management companies and other competitors increases the competition that we face. At the same time, consolidation in the financial services industry has created stronger competitors with greater financial resources and broader distribution channels than our own. Competition is based on various factors, including, among others, business reputation, investment performance, product mix and offerings, service quality and innovation, distribution relationships, and fees charged. Additionally, competing securities broker/dealers whom we rely upon to distribute and sell our mutual funds may also sell their own proprietary funds and investment products, which could limit the distribution of our investment products. To the extent that existing or potential clients, including securities broker/dealers, decide to invest in or distribute the products of our competitors, the sales of our products as well as our market share, revenues and income could decline. Our ability to attract and retain AUM is also dependent on the relative investment performance of our funds and other managed investment portfolios, offering a mix of sponsored investment products that meets investor demand and our ability to maintain our investment management fees at competitive levels.

Changes in the third-party distribution and sales channels on which we depend could reduce our income and hinder our growth. We derive nearly all of our fund sales through third-party broker/dealers and other similar investment advisers. Increasing competition for these distribution channels and regulatory initiatives have caused our distribution costs to rise and could cause further increases in the future or could otherwise negatively impact the distribution of our products. Pursuant to the Reform Act, the SEC may establish different standards for broker/dealers in their interaction with retail customers, which could have an impact on sales and/or distribution costs. Higher distribution costs lower our income; consolidations in the broker/dealer industry could also adversely impact our income. Moreover, if several of the major financial advisers who distribute our products were to cease operations or limit or otherwise end the distribution of our products, it could have a significant adverse impact on our income. There is no assurance we will continue to have access to the third-party broker/dealers and similar investment advisers that currently distribute our products, or continue to have the opportunity to offer all or some of our existing products through them. A failure to maintain strong business relationships with the major investment advisers who currently distribute our products may also impair our distribution and sales operations. Because we use broker/dealers and other similar investment advisers to sell our products, we do not control the ultimate investment recommendations given to clients. Any inability to access and successfully sell our products to clients through third-party distribution channels could have a negative effect on our level of AUM, income and overall business and financial condition.

Our increasing focus on international markets as a source of investments and sales of investment products subjects us to increased exchange rate and other risks in connection with our revenues and income generated overseas. While we maintain a significant portion of our operations in the U.S., we also provide services and earn revenues in The Bahamas, Asia-Pacific, Europe, Canada, Latin America, the Middle East and Africa. As a result, we are subject to foreign exchange risk through our non-U.S. operations. Fluctuations in the exchange rates to the U.S. dollar may affect our financial results from one period to the next. While we have taken steps to reduce our exposure to foreign exchange risk, for example, by denominating a significant amount of our transactions in U.S. dollars, the situation may change in the future as our business continues to grow outside the U.S. Appreciation of the U.S. dollar could moderate revenues from managing investment products internationally or could affect relative investment performance of certain funds invested in non-U.S. securities. In addition, we have risk associated with the foreign exchange revaluation of U.S. dollar balances held by certain non-U.S. subsidiaries for which the local currency is the functional currency. Separately, management fees that we earn tend to be higher in connection with international AUM than with U.S. AUM. Consequently, a downturn in international markets could have a significant effect on our revenues and income. Moreover, as our

business continues to grow in non-U.S. markets, any ongoing and future business, economic, social or political unrest affecting these markets, in addition to any direct consequences such unrest may have on our personnel and facilities located in the affected area, may also have a more lasting impact on the long-term investment climate in these and other areas and, as a result, our AUM and the corresponding revenues and income that we generate from them may be negatively affected.

Harm to our reputation or poor investment performance of our products could reduce the level of our AUM or affect our sales, potentially negatively impacting our revenues and income. Our reputation is critical to the success of our business. We believe that our Franklin Templeton Investments brand has been, and continues to be, well received both in our industry and with our clients, reflecting the fact that our brand, like our business, is based in part on trust and confidence. If our reputation is harmed, existing clients may reduce amounts held in, or withdraw entirely from, funds that we advise or funds may terminate their management agreements with us, which could reduce the amount of AUM and cause us to suffer a corresponding loss in our revenues and income. Our investment performance, along with achieving and maintaining superior distribution and client services, is also critical to the success of our business. Strong investment performance often stimulates sales of our investment products. Poor investment performance as compared to third-party benchmarks or competitive products could lead to a decrease in sales of investment products we manage and stimulate redemptions from existing products, generally lowering the overall level of AUM and reducing the management fees we earn. We cannot assure you that past or present investment performance in the investment products we manage will be indicative of future performance. Any poor investment performance may negatively impact our revenues and income. Reputational harm or poor investment performance may cause us to lose current employees and we may be unable to continue to attract new ones with similar qualifications, motivations, or skills. If we fail to address, or appear to fail to address, successfully and promptly the underlying causes of any reputational harm or poor investment performance, we may be unsuccessful in repairing any existing harm to our reputation or performance and our future business prospects would likely be affected.

Our future results are dependent upon maintaining an appropriate level of expenses, which is subject to fluctuation. The level of our expenses is subject to fluctuation and may increase for the following or other reasons: changes in the level and scope of our advertising expenses in response to market conditions; variations in the level of total compensation expense due to, among other things, bonuses, changes in our employee count and mix, and competitive factors; changes in expenses and capital costs, including costs incurred to maintain and enhance our administrative and operating services infrastructure or to cover uninsured losses and an increase in insurance expenses including through the assumption of higher deductibles and/or co-insurance liability.

Our ability to successfully integrate widely varied business lines can be impeded by systems and other technological limitations. Our continued success in effectively managing and growing our business depends on our ability to integrate the varied accounting, financial, information, and operational systems of our various businesses on a global basis. Moreover, adapting or developing our existing technology systems to meet our internal needs, as well as client needs, industry demands and new regulatory requirements, is also critical for our business. The constant introduction of new technologies presents new challenges to us. We have an ongoing need to continually upgrade and improve our various technology systems, including our data processing, financial, accounting, shareholder servicing and trading systems. Further, we also must be proactive and prepared to implement technology systems when growth opportunities present themselves, whether as a result of a business acquisition or rapidly increasing business activities in particular markets or regions. These needs could present operational issues or require, from time to time, significant capital spending. It also may require us to reevaluate the current value and/or expected useful lives of our technology systems, which could negatively impact our results of operations.

Our inability to successfully recover should we experience a disaster or other business continuity problem could cause material financial loss, loss of human capital, regulatory actions, reputational harm, or legal liability. Should we experience a local or regional disaster or other business continuity problem, such as an earthquake, tsunami, terrorist attack, pandemic or other natural or man-made disaster, our continued success will depend, in part, on the safety and availability of our personnel, our office facilities, and the proper functioning of our computer, telecommunication and other related systems and operations. While our operational size, the diversity of locations from which we operate, and our redundant back-up systems provide us with a strong advantage should we experience a local or regional disaster or other business continuity event, we could still experience near-term operational challenges, in particular depending upon how a local or regional event may affect our human capital across our operations or with regard to particular aspects of our operations, such as key executive officers or personnel in our technology group. Moreover, as we grow our operations in new geographic regions, the potential for particular types of natural or man-made disasters, political, economic or infrastructure instabilities, or other country- or region-specific business continuity risks increases. Past disaster recovery efforts have demonstrated that even seemingly localized events may require broader disaster recovery efforts throughout our operations and, consequently, we regularly assess and take steps to improve upon our existing business continuity plans and key management succession. However, a disaster on a significant scale or affecting certain of our key operating areas within or across regions, or our inability to successfully recover should we experience a disaster or other business continuity problem, could materially interrupt our business operations and cause material financial loss, loss of human capital, regulatory actions, reputational harm, or legal liability.

Certain of the portfolios we manage, including our emerging market portfolios, are vulnerable to significant market-specific political, economic or other risks, any of which may negatively impact our revenues and income. Our emerging market portfolios and revenues derived from managing these portfolios are subject to significant risks of loss from political, economic, and diplomatic developments, currency fluctuations, social instability, changes in governmental policies, expropriation, nationalization, asset confiscation and changes in legislation related to non-U.S. ownership. International trading markets, particularly in some emerging market countries, are often smaller, less liquid, less regulated and significantly more volatile than those in the U.S.

Regulatory and governmental examinations and/or investigations, litigation and the legal risks associated with our business, could adversely impact our AUM, increase costs and negatively impact our profitability and/or our future financial results. From time to time we may receive requests for documents or other information from governmental authorities or regulatory bodies or we also may become the subject of governmental or regulatory investigations and/or examinations, and governmental or regulatory investigations and/or examinations that have been inactive could become active. In addition, we may be named in litigation. We may be obligated, and under our certificate of incorporation and by-laws and our standard form of indemnification agreement with certain directors in some instances, we are obligated, or we may choose, to indemnify directors, officers or employees against liabilities and expenses they may incur in connection with such matters to the extent permitted under applicable law. Even if claims made against us are without merit, litigation typically is an expensive process. Risks associated with legal liability often are difficult to assess or quantify and their existence and magnitude can remain unknown for significant periods of time. Eventual exposures from and expenses incurred relating to any litigation, investigations, examinations and settlements could adversely impact our AUM, increase costs and negatively impact our profitability and/or our financial results. Judgments, findings or allegations of wrongdoing by regulatory or governmental authorities or in litigation against us or settlements with respect thereto could affect our reputation, increase our costs of doing business and/or negatively impact our revenues, any of which could have a material negative impact on our financial results.

Our ability to meet cash needs depends upon certain factors, including the market value of our assets, operating cash flows and our perceived creditworthiness. Our ability to meet anticipated cash needs depends upon factors such as the market value of our assets, our operating cash flows and our creditworthiness as perceived by lenders. If we are unable to obtain funds and financing, we may be forced to incur unanticipated costs or revise our business plans. Further, our access to the capital markets depends significantly on our credit ratings. A reduction in our long- or short-term credit ratings could increase our borrowing costs and limit our access to the capital markets. Volatility in the global financing markets may also impact our ability to access the capital markets should we seek to do so, and have an adverse effect on investors' willingness to purchase our securities, interest rates, credit spreads and the valuation levels of equity markets. If we are unable to obtain funds and financing, or access the capital markets in a timely manner, we may be forced to incur unanticipated costs or revise our business plans, and our business could be adversely impacted.

Our business could be negatively affected if we or our banking subsidiaries fail to satisfy capital and other regulatory standards, and liquidity needs could affect our banking services. Our bank and thrift subsidiaries are subject to significant regulation and supervision, which includes minimum regulatory capital standards. Franklin is also subject to minimum capital and other regulatory standards because it is a bank holding company and financial holding company registered with the FRB under the BHC Act. Our business could be negatively affected if Franklin or its bank or thrift subsidiaries fail to meet these standards. Loss of financial holding company status could require that we either cease activities that are only permissible for us to engage in as a financial holding company or divest our banking subsidiaries if we desire to continue such activities. The banking regulators are authorized (and sometimes required) to impose a wide range of requirements, conditions, and restrictions on banks, thrifts, and bank holding companies that fail to maintain adequate capital levels. The Reform Act imposes more stringent capital, liquidity and leverage ratio requirements on bank holding companies. In addition, liquidity needs could affect our banking services, which may be subject to an unanticipated large number of withdrawals as a result of a number of factors, such as changed or unstable economic conditions, adverse trends or events, interest rates paid by competitors, general interest rate levels, and returns available to clients on alternative investments. Our banking subsidiaries may be required from time to time to rely on secondary sources of liquidity, such as the sale of investment securities, Federal Home Loan Bank advances and federal funds lines to enable them to meet such withdrawal demands. These secondary sources may not be sufficient to meet liquidity needs.

We are dependent on the earnings of our subsidiaries. Substantially all of our operations are conducted through our subsidiaries. As a result, our cash flow and our ability to fund operations are dependent upon the earnings of our subsidiaries and the distribution of earnings, loans or other payments by our subsidiaries. Our subsidiaries are separate and distinct legal entities and have no obligation to provide us with funds for our payment obligations, whether by dividends, distributions, loans or other payments. Any payments to us by our subsidiaries could be subject to statutory or contractual restrictions and are contingent upon our subsidiaries' earnings and business considerations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

In the normal course of business, our financial position is subject to market risk, including, but not limited to, potential loss due to changes in the value of financial instruments including those resulting from adverse changes in interest rates, foreign currency exchange rates and market valuation. Financial instruments include, but are not limited to, investment securities, loans, deposits and debt obligations. Management is responsible for managing market risk. Our Enterprise Risk Management Committee is responsible for providing a framework to assist management to identify, assess, and manage market and other risks.

Our market risk from assets and liabilities of consolidated VIEs and consolidated SIPs is limited to that of our direct investments in, and/or investment management fees earned from, these entities. Accordingly, the assets and liabilities of our consolidated VIEs and consolidated SIPs are excluded from the discussion below.

AUM Market Price Risk

We are exposed to market risk through our investment management and distribution fees, which are generally calculated as a percentage of the market value of AUM. Changes in equity market prices, interest rates, credit spreads, foreign exchange rates, or a combination of these factors could cause the value of AUM to decline, which would result in lower investment management and distribution fees. Our exposure to these risks is minimized as we sponsor a broad range of investment products in various global jurisdictions, which serves to mitigate the impact of changes in any particular market(s) or region(s).

Interest Rate Risk

We are exposed to changes in interest rates, primarily through our investments in debt securities, loans receivable, deposits and debt obligations. At December 31, 2012, we had exposure from $1,712.6 million of investments in debt securities and SIPs that invest in debt securities, $279.4 million of net loans receivable and $651.6 million of interest-bearing deposits. We minimize the impact of changes in interest rates related to investments in debt securities by managing the maturities of these securities, and through diversification, ensuring an appropriate mix of fixed rate and floating rate investments. Our exposure to the risks from investments in SIPs is also minimized by our broad range of products in various global jurisdictions, mitigating the impact of changes in any particular market(s) or region(s). We minimize the impact of changes in interest rates related to our debt obligations by entering into financing transactions that ensure an appropriate mix of debt at fixed and variable interest rates. At December 31, 2012, substantially all of our outstanding debt was issued at fixed rates. In addition, we monitor the interest rates and average maturities of our loan and deposit portfolios.

As of December 31, 2012, we have considered the potential impact of a 100 basis point movement in market interest rates on our interest-earning cash and cash equivalents, portfolio of debt securities, loan receivable, deposits and debt obligations. Based on our analysis, we do not expect that such a change would have a material impact on our operating revenues or results of operations in the next twelve months, for any of these categories or in the aggregate.

Foreign Currency Exchange Risk

We are subject to foreign currency exchange risk through our international operations. While we operate primarily in the U.S., we also provide services and earn revenues in The Bahamas, Asia-Pacific, Europe, Canada, Latin America, the Middle East and Africa. Our exposure to foreign currency exchange risk is minimized in relation to our results of operations since a significant portion of these revenues are denominated in U.S. dollars. This situation may change in the future as our business continues to grow outside the U.S. and expenses incurred denominated in foreign currencies increase. The exposure to foreign currency exchange risk in our condensed consolidated balance sheet mostly relates to cash and cash equivalents and investments that are denominated in foreign currencies, primarily in Euro, Indian Rupee, Pound Sterling, and Canadian Dollar. These assets accounted for approximately 10% of the total cash and cash equivalents and investments at December 31, 2012. We also have exposure to foreign exchange revaluation of U.S. dollar balances held by certain non-U.S. subsidiaries for which their local currency is the functional currency. These assets accounted for approximately 7% of the total cash and cash equivalents and investments at December 31, 2012. We generally do not use derivative financial instruments to manage foreign currency exchange risk exposure. As a result, both positive and negative currency fluctuations against the U.S. dollar may affect our results of operations and accumulated other comprehensive income.

Market Valuation Risk

We are exposed to market valuation risks related to securities we hold that are carried at fair value. To mitigate the risks we maintain a diversified investment portfolio and, from time to time, we may enter into derivative agreements.

The following is a summary of the effect of a 10% increase or decrease in the carrying values of our financial instruments subject to market valuation risks at December 31, 2012.



(in millions)	Carrying Value		Carrying Value Assuming a 10% Increase		Carrying Value Assuming a 10% Decrease
Investment securities, trading	$	1,198.2	$	1,318.0	$	1,078.4
Investment securities, available-for-sale	733.4		806.7		660.1
Direct investments in consolidated VIEs and consolidated SIPs	444.7		489.2		400.2
Total	$	2,376.3	$	2,613.9	$	2,138.7

Item 4. Controls and Procedures.

The Company’s management evaluated, with the participation of the Company’s principal executive and principal financial officers, the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of December 31, 2012. Based on their evaluation, the Company’s principal executive and principal financial officers concluded that the Company’s disclosure controls and procedures as of December 31, 2012 were designed and are functioning effectively to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to management, including the principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.

There has been no change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the Company’s fiscal quarter ended December 31, 2012, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

For a description of our legal proceedings, please see the description set forth in the “Legal Proceedings” section in Note 11 – Commitments and Contingencies in the notes to the condensed consolidated financial statements in Item 1 of Part I of this Form 10-Q, which is incorporated herein by reference.

Item 1A. Risk Factors.

Our Form 10-K for the fiscal year ended September 30, 2012 filed with the SEC includes a detailed discussion of the Risk Factors applicable to us, which are also set forth under the heading “Risk Factors” in Item 2 of Part I of this Form 10-Q. There are no material changes from the Risk Factors as previously disclosed in our Form 10-K for the fiscal year ended September 30, 2012.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The following table provides information with respect to the shares of our common stock that we repurchased during the three months ended December 31, 2012.



Month	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
October 2012	26,000	$	127.88	26,000	7,222,337
November 2012	393,062	$	129.43	393,062	6,829,275
December 2012	344,100	$	127.35	344,100	6,485,175
Total	763,162			763,162

Under our stock repurchase program, we can repurchase shares of our common stock from time to time in the open market and in private transactions in accordance with applicable laws and regulations, including without limitation applicable federal securities laws. From time to time we have announced the existence of and updates to our continuing policy of repurchasing shares of our common stock. On December 19, 2011, we announced that our Board of Directors authorized the repurchase of up to 10.0 million additional shares of our common stock under our stock repurchase program. At December 31, 2012, approximately 6.5 million shares remained available for repurchase under the program, which is not subject to an expiration date. There were no unregistered sales of equity securities during the period covered by this report.

Item 6. Exhibits.



Exhibit No.		Description

Exhibit 3(i)(a)		Registrant’s Certificate of Incorporation, as filed November 28, 1969, incorporated by reference to Exhibit (3)(i) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 1994 (File No. 001-09318) (the “1994 Annual Report”).

Exhibit 3(i)(b)		Registrant’s Certificate of Amendment of Certificate of Incorporation, as filed March 1, 1985, incorporated by reference to Exhibit (3)(ii) to the 1994 Annual Report.

Exhibit 3(i)(c)		Registrant’s Certificate of Amendment of Certificate of Incorporation, as filed April 1, 1987, incorporated by reference to Exhibit (3)(iii) to the 1994 Annual Report.

Exhibit 3(i)(d)		Registrant’s Certificate of Amendment of Certificate of Incorporation, as filed February 2, 1994, incorporated by reference to Exhibit (3)(iv) to the 1994 Annual Report.

Exhibit 3(i)(e)		Registrant’s Certificate of Amendment of Certificate of Incorporation, as filed on February 4, 2005, incorporated by reference to Exhibit (3)(i)(e) to the Registrant’s Quarterly Report on Form 10-Q for the period ended December 31, 2004 (File No. 001-09318).

Exhibit 3(ii)		Registrant’s Amended and Restated Bylaws (as adopted and effective March 14, 2012), incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed with the SEC on March 14, 2012 (File No. 001-09318).

Exhibit 31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

Exhibit 31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

Exhibit 32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

Exhibit 32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

Exhibit 101		The following materials from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2012, formatted in Extensible Business Reporting Language (XBRL), include: (i) the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) related notes (furnished herewith).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		FRANKLIN RESOURCES, INC.
		(Registrant)

Date:	February 1, 2013	By:	/S/ KENNETH A. LEWIS
			Kenneth A. Lewis
			Executive Vice President and Chief Financial Officer
			(Duly Authorized Officer and Principal Financial Officer)

EXHIBIT INDEX



Exhibit No.		Description

Exhibit 3(i)(a)		Registrant’s Certificate of Incorporation, as filed November 28, 1969, incorporated by reference to Exhibit (3)(i) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 1994 (File No. 001-09318) (the “1994 Annual Report”).

Exhibit 3(i)(b)		Registrant’s Certificate of Amendment of Certificate of Incorporation, as filed March 1, 1985, incorporated by reference to Exhibit (3)(ii) to the 1994 Annual Report.

Exhibit 3(i)(c)		Registrant’s Certificate of Amendment of Certificate of Incorporation, as filed April 1, 1987, incorporated by reference to Exhibit (3)(iii) to the 1994 Annual Report.

Exhibit 3(i)(d)		Registrant’s Certificate of Amendment of Certificate of Incorporation, as filed February 2, 1994, incorporated by reference to Exhibit (3)(iv) to the 1994 Annual Report.

Exhibit 3(i)(e)		Registrant’s Certificate of Amendment of Certificate of Incorporation, as filed on February 4, 2005, incorporated by reference to Exhibit (3)(i)(e) to the Registrant’s Quarterly Report on Form 10-Q for the period ended December 31, 2004 (File No. 001-09318).

Exhibit 3(ii)		Registrant’s Amended and Restated Bylaws (as adopted and effective March 14, 2012), incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed with the SEC on March 14, 2012 (File No. 001-09318).

Exhibit 31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

Exhibit 31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

Exhibit 32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

Exhibit 32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

Exhibit 101		The following materials from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2012, formatted in Extensible Business Reporting Language (XBRL), include: (i) the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) related notes (furnished herewith).