Note: Other schedules required by 29 CFR Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, as amended, have been omitted because they are not applicable.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants and Plan Administrator of
Franklin Templeton 401(k) Retirement Plan
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Franklin Templeton 401(k) Retirement Plan (the “Plan”) as of December 31, 2022 and 2021, the related statement of changes in net assets available for benefits for the year ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2022 and 2021, and the changes in net assets available for benefits for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Opinion on the Supplemental Information
The supplemental information included in the accompanying schedule of assets (held at end of year) as of December 31, 2022 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedule, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information in the accompanying schedule is fairly stated in all material respects in relation to the financial statements as a whole.
The Franklin Templeton 401(k) Retirement Plan (the “Plan”) is a defined contribution plan.
The Plan covers substantially all employees of Franklin Resources, Inc. (the “Company”) and its U.S. subsidiaries who meet certain employment requirements. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The following summary describes material features of the Plan but is not intended to be complete and is qualified in its entirety by reference to the Plan document and summary plan description for a more complete description of the Plan’s provisions.
An administrative committee (the “Administrative Committee”) and an investment committee (the “Investment Committee”) have been appointed with certain authority to manage the policy, design, administration and investments of the Plan. The Administrative Committee, consisting of at least five members, is the administrator of the Plan (the “Plan Administrator”). In the absence of the Administrative Committee for any reason, the Company acts as the Plan Administrator. The Investment Committee, consisting of at least five members, is responsible for, among other things, analyzing and monitoring the performance of investment options under the Plan and selecting new investment options to be offered under the Plan.
Bank of America, N.A. is the Plan’s trustee (the “Trustee”), and the administration and recordkeeping services for the Plan are provided by Merrill Lynch, Pierce, Fenner & Smith Incorporated, a subsidiary of Bank of America Corporation.
Contributions
Participants may contribute up to 50% of eligible compensation per pay period and up to 100% of the cash portion of the participant’s performance bonuses and commissions, if any, as pre-tax, Roth and/or after-tax contributions, as described in the Plan document and subject to Internal Revenue Code (the “IRC”) limitations, each year to the Plan. Participants age 50 or older may elect to make catch-up contributions. Participants in the Plan may also elect to make rollover contributions.
All eligible employees, as defined in the Plan, may begin contributing to the Plan as of the first day of the month coincident with or following their employment commencement date. Newly-hired eligible employees are automatically enrolled in the Plan at a deferral rate of six percent of eligible compensation following an election period during which the employee may either opt out of the Plan or choose a different salary deferral percentage in the manner prescribed by the Plan Administrator. Unless the participant elects otherwise, participants who are automatically enrolled in the Plan have their deferral rate automatically increase by one percent each year on December 1. The automatic increase is stopped when a deferral rate of 15% is attained, unless changed by the participant.
The Company makes a matching contribution equal to 75% of eligible compensation deferred by participants, and an additional discretionary matching contribution of up to 10% of eligible compensation deferred by participants, for a maximum matching contribution of 85% of eligible compensation deferred by participants. Eligible employees become participants in the matching portion of the Plan on the first day of the month coincident with or following their employment commencement date. Certain subsidiaries of the Company are permitted to make a discretionary matching contribution or profit sharing contribution.
Effective January 1, 2023, the Company has continued to make a matching contribution equal to 85% of eligible compensation deferred by participants, until changed.
Participant Accounts
Individual accounts are maintained for each Plan participant. Each participant’s account is credited with the participant’s deferral and/or rollover contributions, the Company’s contributions and allocations of Plan earnings, and charged with benefit payments and withdrawals, and allocations of Plan losses and administrative expenses. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Participants are immediately vested in their deferral and rollover contributions plus actual earnings thereon. Participants vest gradually in the Company’s matching contribution portion of their accounts plus actual earnings thereon based on their years of service. Typically, a participant is 100% vested after completing three years of service, as defined in the Plan. Upon death, disability or upon reaching normal retirement age, a participant’s account becomes 100% vested.
Forfeitures
With respect to any unvested Company matching contribution portion of a participant’s account, any amount forfeited at distribution or pursuant to the terms of the Plan remains in the Plan. Forfeitures may be used by the Plan to offset matching contributions or for other purposes as allowed by the plan, such as restoring returning participant accounts or for the payment of Plan expenses. Forfeitures not used by the Plan are used to reduce current and future Company matching contributions. During Plan year 2022, the amount of forfeitures used to offset Company matching contributions was $249,999 and the amount of forfeitures used to pay Plan expenses was $272,742. Unallocated forfeitures were $523,749 and $284,912 as of December 31, 2022 and 2021.
Investment Options
Participants may direct all contributions in one percent increments into any of the investment options listed on the schedule of assets, including mutual funds, collective trusts, common stock of the Company and self-directed brokerage accounts.
Participants may make investment allocation changes daily via either telephone or internet access to their personal account through Merrill Lynch, Pierce, Fenner & Smith Incorporated.
Notes Receivable from Participants
Participants may borrow up to 50% of the vested balance from their fund accounts, subject to a minimum borrowing amount of $1,000 and a maximum of $50,000. Participants are allowed to have two outstanding loans at any given time. Loan transactions are treated as transfers to (from) the investment funds from (to) the participant loans. Loan terms are up to five years for general purpose loans, or up to 15 years for the purchase of a primary residence. The loans are secured by the balance in the participant’s account and bear interest at the prime lending rate plus one percent. Principal and interest are paid through payroll deductions. Notes receivable from retirement plans of acquired companies were rolled over into the Plan under the same terms and conditions, including loan terms up to 30 years.
Payment of Benefits
With limited exceptions, on termination of service for any reason, a participant is permitted to elect to receive the value of the vested interest in his or her account as a distribution in cash and/or in-kind or as a rollover to another eligible retirement plan. Participants may receive pre-retirement distributions from their fully vested accounts upon reaching age 59 1/2 or in the event they incur a hardship, as defined in the Plan. A pre-retirement distribution is not in addition to a participant’s other benefits and will, therefore, reduce the value of benefits received at retirement.
Management and Trustee’s Fees
The Plan or the Company, as provided in the Plan document, pays all administrative and operating expenses of the Plan.
2. Summary of Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan 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 net assets available for benefits and changes therein at the date of the financial statements. Management believes that the accounting estimates are appropriate and the resulting balances are reasonable; however, due to the inherent uncertainties in making estimates, actual amounts may differ from these estimates.
The Plan 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 assessment of the hierarchy level of the assets 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, which may include published net asset values (“NAV”) for mutual funds.
Level 2
Observable inputs other than Level 1 quoted prices, such as non-binding quoted prices for similar assets in active markets, quoted prices for identical or similar assets in inactive markets, or model-based valuation methodologies that utilize significant assumptions that are observable 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 Plan’s estimation of assumptions that market participants would use in pricing the asset.
Investments are reported at fair value. The following is a description of the fair value methodologies used.
Mutual funds are valued using the published NAV of the funds which are quoted in an active market and are classified as Level 1.
Franklin Resources, Inc. common stock is valued using the closing price reported on the New York Stock Exchange and is classified as Level 1.
Self-directed brokerage accounts are valued using the published market prices of the underlying investments and are classified as Level 1.
Collective trusts are valued using the NAV of the trust as reported by the trust’s manager as a practical expedient, and are not classified in the fair value hierarchy. Collective trusts have a daily redemption frequency, and there are no restrictions on participant redemptions or unfunded commitments.
Income Recognition
Purchases and sales of investment securities are recorded on trade date. Net appreciation (depreciation) in fair value of investments consists of the change in fair value of investment securities and net realized gains (losses) on the sale of investment securities. Gains and losses on sales of investment securities are calculated based on the weighted-average cost. Dividend income is recorded on the ex-dividend date.
Management fees and operating expenses charged to the Plan for investments in shares of mutual funds are deducted from income earned on a daily basis and recorded as a reduction of investment return for such investments.
Notes Receivable from Participants
Notes receivable from participants are carried at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when earned.
Payment of Benefits
Benefits are recorded when paid.
Risks and Uncertainties
The Plan utilizes various investment securities that are generally exposed to various risks, such as market, credit and interest rate risks. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the values of these securities, changes in market values of these securities in the near term have in the past, and could in the future, materially affect participants’ account balances and the amounts reported in the financial statements.
Management evaluated for disclosure or recognition any subsequent events through June 27, 2023, the issuance date of the financial statements.
3. Fair Value Measurements
The following tables present the balances of assets measured at fair value on a recurring basis by hierarchy level.
as of December 31, 2022
Level 1
NAV as a Practical Expedient
Total
Mutual funds
$
984,494,788
$
—
$
984,494,788
Collective trusts
—
799,368,313
799,368,313
Franklin Resources, Inc. common stock
46,400,191
—
46,400,191
Self-directed brokerage accounts
52,857,683
—
52,857,683
Total Assets Measured at Fair Value
$
1,083,752,662
$
799,368,313
$
1,883,120,975
as of December 31, 2021
Level 1
NAV as a Practical Expedient
Total
Mutual funds
$
1,248,644,263
$
—
$
1,248,644,263
Collective trusts
—
909,789,350
909,789,350
Franklin Resources, Inc. common stock
58,172,595
—
58,172,595
Self-directed brokerage accounts
44,675,707
—
44,675,707
Total Assets Measured at Fair Value
$
1,351,492,565
$
909,789,350
$
2,261,281,915
There were no investments utilizing Level 2 or Level 3 inputs as of December 31, 2022 and 2021, and there were no transfers into or out of Level 3 during Plan year 2022.
4. Federal Income Tax Status
The Internal Revenue Service has determined and informed the Company by a letter dated January 30, 2018 that the Plan was designed in accordance with applicable regulations of the IRC. The Plan has been amended since receiving the determination letter. However, the Plan Administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC and the Plan continues to be tax exempt. Therefore, no provision for income taxes has been included in the Plan’s financial statements. The Plan has not taken, nor expects to take, any uncertain income tax positions that would require recognition of a liability or disclosure in the Plan’s financial statements. The Plan may be subject to routine audits by tax authorities but is not currently under audit.
5. Plan Termination
The Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts. Any unallocated assets of the Plan will be allocated to participant accounts and distributed in accordance with the provisions of the Plan document.
6. Party-in-Interest Transactions
Certain of the Plan’s investments are invested in mutual funds which are managed and provided with various services by wholly-owned subsidiaries of the Company and in the common stock of the Company. Therefore, these investments qualify as party-in-interest transactions. As investment manager, certain subsidiaries of the Company earn annual management fees that are deducted from the return earned on each mutual fund. Notes receivable from participants also qualify as party-in-interest transactions.
Transactions in shares of the Company’s common stock qualify as party-in-interest transactions under the provisions of ERISA. During the Plan year ended December 31, 2022, the Plan purchased or received approximately $5,024,270 and sold or distributed approximately $4,357,176 of the Company’s common stock.
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
