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For Immediate Release
Franklin Resources, Inc. Announces Second Quarter Results
From:
Franklin Resources, Inc.
Telephone: Contact:
(650) 312-4701 Holly Gibson Brady

San Mateo, CA, April 26, 2001 -- Franklin Resources, Inc. (Franklin Templeton Investments) (NYSE: BEN) today reported net income of $131.7 million, or $0.54 per share diluted, on revenues of $577.4 million for the quarter ended March 31, 2001, compared with net income of $149.5 million, or $0.61 ($0.56 excluding specific net realized gains) per share diluted, on revenues of $564.1 million in the preceding quarter and net income of $143.4 million, or $0.58 per share diluted, on revenues of $612.5 million in the comparable quarter a year ago. Operating revenues for this quarter increased 2% from the quarter ended December 31, 2000, primarily due to the increase in sales activity, which caused an increase in underwriting and distribution fee revenue, while investment management fees decreased due to a decline in average assets under management for the period. The company's operating expenses were up this quarter as compared to last quarter principally due to the increase in underwriting and distribution expenses related to the increased sales activity, increased advertising and promotional expenses and increased technology costs related to the company's continuing investment in this segment of the business. Net income for the six months ended March 31, 2001, was $281.1 million, or $1.15 per share diluted, on revenues of $1,141.5 million as compared to net income of $280.9 million, or $1.13 per share diluted, on revenues of $1,178.2 million a year ago. This quarter included pre-tax $8.2 million of non-operating income related to the $32.8 million gain on the sale of the company's headquarters in July 2000. The gain will be recognized through the third fiscal quarter of 2001.

As of March 31, 2001, assets under management by the company's subsidiaries were $215.7 billion, as compared to $226.9 billion last quarter and $233.4 billion at this time last year. Simple monthly average assets under management during the current quarter were $224.9 billion compared to $226.5 billion in the preceding quarter and $231.0 billion in the same quarter a year ago. Equity assets now comprise 62% of total assets under management as compared to 67% at March 31, 2000. Fixed income assets now comprise 31% of total assets under management, as compared to 27% at the same time last year. For the quarter ended March 31, 2001, sales and reinvested dividends exceeded redemptions ("net inflows") complex-wide by $1.8 billion, and in the quarter ended December 31, 2000 net inflows were $2.6 billion. In the quarter ended March 31, 2000, redemptions exceeded sales and reinvested dividends ("net outflows") by $2.1 billion.

Franklin Resources, Inc.'s acquisition of Fiduciary Trust Company International was completed on April 10, 2001. The pro-forma combined entity had approximately $260.8 billion in assets under management worldwide as of March 31, 2001, approximately $45.1 billion of which were Fiduciary Trust Company International assets and are not included in this quarter's results. "We are very excited about building a solid future with Fiduciary Trust Company International," said Charles B. Johnson, chief executive officer of Franklin Resources, Inc. "Our investment management styles are complementary in almost every category, and our combined organization is better positioned for market leadership in the fastest-growing segments of the investment management industry such as the institutional and high net worth markets. Together we will focus exclusively on meeting the investment management and service needs of financial advisors, private clients and institutions worldwide."

Second Quarter 2001 Highlights

  • Performance and Products
  • For the 3- and 12-month periods ended March 31, 2001, over 70% of Franklin Templeton U.S. retail equity assets placed in the top quartile for their respective Lipper categories.
  • Over 98% of Templeton Class A assets ranked in the top quartile of their Lipper categories for one-year performance as of March 31, 2001.
  • Ninety-eight percent of Franklin tax-free income Class A assets were rated four- or five-star by Morningstar. More than 85% of such assets ranked in the top half of their Lipper categories for 12-month yield for the period ended March 31, 2001.
  • Three-fourths of Franklin taxable fixed income Class A assets ranked in the top quartile of their Lipper categories for 12-month yield, while over 97% of such assets ranked in the top half of their categories for one-year performance for the period ended March 31, 2001.
  • Barron's "The Best of the Mutual Fund Families" survey ranked Franklin Templeton Investments #8 for 2000 overall performance out of 84 fund families, up from #39 in 1999.
  • More than 80% of Mutual Series assets placed in the top quartile of their respective Lipper categories for the one-year period ended March 31, 2001, and in the top decile for the three-month period ended March 31, 2001.
  • Franklin MicroCap Value Fund secured the #1 spot in Lipper's small-cap value category for the three months ended March 31, 2001, while Franklin Value Fund and Franklin Large Cap Value Fund ranked in the top decile of their respective categories for the same period.
  • Franklin Income Fund and Mutual Discovery Fund ranked #1 in their Lipper categories for the one-year period ended March 31, 2001.
  • Standard & Poor's Micropal named Franklin Templeton India as "India's Best Performing Mutual Fund House" for the year 2000.
  • Templeton Canadian Stock Fund returned 14.6% and Bissett Canadian Equity Fund returned 7.5% for the year ended March 31, 2001, outperforming their benchmark TSE 300 Total Return Index's return of negative 18.6%.
  • The following equity funds ranked in the top 10% of their respective Lipper categories, based on Class A share performance for the one-year period ended March 31, 2001: Templeton Growth Fund, Franklin Growth Fund, Mutual Discovery Fund, Templeton Foreign Fund, Mutual European Fund, Templeton International Fund, Franklin Income Fund, Mutual Financial Services Fund, Franklin Utilities Fund, Franklin U.S. Long-Short Fund, Franklin Convertible Securities Fund, Franklin Dynatech Fund.
  • Global Business Developments
  • Signed a 10-year technology service agreement with IBM to provide technology services, principally data center management and distributed server operations.
  • Received license to establish representative office in Beijing.
  • Franklin Templeton Investments Japan launched Japan Open Fund and Nihon-kabu Open Fund in the Japanese market.
  • Introduced two new commingled funds for qualified retirement plans to strengthen presence in non-U.S. institutional markets.
  • Franklin Templeton Private Client Group's municipal fixed income portfolio was selected to be offered in the Goldman Sachs Private Money Manager and Merrill Lynch Consults programs.
  • Franklin Templeton Investments Corp. was selected as a winner for the "Canada's Top Employers of Youth Awards" by The Conference Board of Canada.
  • Global Service and Distribution Enhancements
  • More than 10,000 investment representatives attended workshops in 44 states on growing their retirement plan business.
  • Announced partnership with three major financial services firms to launch an industry-wide Internet portal that will provide access to consolidated views of clients' holdings.
  • Added a self-directed brokerage account feature to the business retirement plan division's qualified plan product line-up.
  • Introduced portfolio manager video commentaries to franklintempleton.com's shareholder and financial professional sites, and added a monthly Web-based newsletter for shareholders.
  • Dalbar rated franklintempleton.com #3 among financial professional Web sites.
  • Launched a new Web site in Japan and enhanced capabilities on sites in the Netherlands, Luxembourg and Germany.

Franklin Resources, Inc. Consolidated Income Statements

(Dollar amounts in thousands except assets under management and per share data)

Three Months Ended
March 31


Six Months Ended
March 31


2001 2000 % Change 2001 2000 % Change

Operating revenues

Investment management fees $340,136 $356,009 (4)% $685,921 $700,051 (2)%
Underwriting and distribution fees 178,165 200,133 (11)% 342,527 364,376 (6)%
Shareholder servicing fees 51,962 53,202 (2)% 100,184 104,961 (5)%
Other 7,150 3,182 125% 12,855 8,805 46%
Total operating revenues 577,413 612,526 (6)% 1,141,487 1,178,193 (3)%
 
Operating expenses
Underwriting and distribution 162,134 176,876 (8)% 307,818 320,044 (4)%
Compensation and benefits 140,074 134,581 4% 281,933 265,430 6%
Information systems, technology and occupancy 59,002 51,441 15% 116,530 103,072 13%
Advertising and promotion 24,433 25,895 (6)% 46,559 48,440 (4)%
Amortization of deferred sales commissions 17,579 21,600 (19)% 35,815 42,231 (15)%
Amortization of intangible assets 10,107 9,283 9% 20,016 18,566 8%
Other 19,611 20,773 (6)% 39,365 40,698 (3)%
Total operating expenses 432,940 440,449 (2)% 848,036 838,481 1%
 
Operating income 144,473 172,077 (16)% 293,451 339,712 (14)%
 
Other income (expense)
Investment and other income 32,054 19,752 62% 82,010 36,431 125%
Interest expense (3,259) (3,180) 2% (5,529) (6,544) (16)%
Other income (expense), net 28,795 16,572 74% 76,481 29,887 156%
 
Income before taxes on income 173,268 188,649 (8)% 369,932 369,599 -
Taxes on income 41,584 45,275 (8)% 88,783 88,703 -
 
Net income $131,684 $143,374 (8)% $281,149 $280,896 -
 
Earnings per share
   Basic $0.54 $0.58 (7)% $1.15 $1.13 2%
   Diluted $0.54 $0.58 (7)% $1.15 $1.13 2%
 
Dividends per share $0.065 $0.06 8% $0.13 $0.12 8%
 
Average shares outstanding (in thousands)
   Basic 244,256 246,826 (1)% 243,982 248,629 (2)%
   Diluted 245,127 246,998 (1)% 244,798 248,792 (2)%
 
EBITDA Margin1 35% 35% - 36% 36% -
Operating Margin2 25% 28% - 26% 29% -
 
Assets under management (in millions)
Beginning of Period $226,909 $235,047 (3)% $229,923 $218,100 5%
   Sales 15,630 15,788 (1)% 28,308 26,775 6%
   Reinvested Dividends 801 711 13% 6,220 4,892 27%
   Redemptions (14,680) (18,585) (21)% (30,152) (33,021) (9)%
   Appreciation/(Depreciation) (12,944) 397 N/A (18,583) 16,612 N/A
End of period $215,716 $233,358 (8)% $215,716 $233,358 (8)%
Simple monthly average for period $224,924 $231,042 (3)% $225,560 $227,588 (1)%

1 EBITDA Margin: Earnings before interest, taxes on income, depreciation and the amortization of intangibles divided by total revenues.
2 Operating Margin: Operating income divided by total operating revenues.


Franklin Resources, Inc. Consolidated Income Statements

(Dollar amounts in thousands except assets under management and per share data)

Three Months Ended


31-Mar-01 31-Dec-00 % Change 30-Sep-00 30-Jun-00 31-Mar-00

Operating revenues

Investment management fees $340,136 $345,785 (2)% $354,265 $344,805 $356,009
Underwriting and distribution fees 178,165 164,362 8% 179,728 165,181 200,133
Shareholder servicing fees 51,962 48,222 8% 52,312 54,143 53,202
Other 7,150 5,705 25% 6,745 4,768 3,182
Total operating revenues 577,413 564,074 2% 593,050 568,897 612,526
 
Operating expenses
Underwriting and distribution 162,134 145,684 11% 160,416 142,684 176,876
Compensation and benefits 140,074 141,859 (1)% 137,155 133,125 134,581
Information systems, technology and occupancy 59,002 57,528 3% 59,890 50,708 51,441
Advertising and promotion 24,433 22,126 10% 27,477 25,279 25,895
Amortization of deferred sales commissions 17,579 18,236 (4)% 20,416 20,980 21,600
Amortization of intangible assets 10,107 9,909 2% 9,314 9,283 9,283
Other 19,611 19,754 (1)% 23,483 18,006 20,773
Total operating expenses 432,940 415,096 4% 438,151 400,065 440,449
 
Operating income 144,473 148,978 (3)% 154,899 168,832 172,077
 

Other income (expense)

Investment and other income 32,054 49,956 (36)% 33,841 19,836 19,752
Interest expense (3,259) (2,270) 44% (3,418) (3,998) (3,180)
Other income (expense), net 28,795 47,686 (40)% 30,423 15,838 16,572
 
Income before taxes on income 173,268 196,664 (12)% 185,322 184,670 188,649
Taxes on income 41,584 47,199 (12)% 44,499 44,300 45,275
 
Net income $131,684 $149,465 (12)% $140,823 $140,370 $143,374
 
Earnings per share
   Basic $0.54 $0.61 (11)% $0.58 $0.58 $0.58
   Diluted $0.54 $0.61 (11)% $0.58 $0.58 $0.58
 
Dividends per share $0.065 $0.065 - $0.06 $0.06 $0.06
Average shares outstanding (in thousands)
   Basic 244,256 243,708 - 243,665 243,542 246,826
   Diluted 245,127 244,409 - 244,078 243,741 246,998
 
EBITDA Margin1 35% 38% - 35% 37% 35%
Operating Margin2 25% 26% - 26% 30% 28%
 
Employees 6,319 6,328 - 6,489 6,454 6,447
Billable Shareholder Accounts (in millions) 10.2 9.7 5% 9.2 10.5 10.5

1 EBITDA Margin: Earnings before interest taxes on income, depreciation and the amortization of intangibles divided by total revenues.
2 Operating Margin: Operating income divided by total operating revenues.


Franklin Resources, Inc. Preliminary Summary Balance Sheet
(Dollar amounts in thousands)

  Preliminary
March 31, 2001 September 30, 2000
Assets
Current Assets $1,659,847 $1,656,294
Banking Finance Assets 242,282 299,562
Other Assets 2,053,653 2,086,587
Total Assets $3,955,782 $4,042,443
 
Liabilities and Stockholders' Equity
Current Liabilities $298,594 $489,559
Banking/Finance Liabilities 159,160 238,954
Other Liabilities 301,326 348,437
Total Liabilities 759,080 1,076,950
Total Stockholders' Equity 3,196,702 2,965,493
Total Liabilities and Stockholders' Equity $3,955,782 $4,042,443
 
Ending Shares of Common Stock Outstanding 244,334 243,730

ASSETS UNDER MANAGEMENT BY INVESTMENT OBJECTIVE
(in billions)
  31-Mar-01 31-Dec-00 30-Sep-00 30-Jun-00 31-Mar-00
  Equity
  Global/international $87.6 $96.4 $97.6 $103.6 $106.2
  Domestic 45.5 50.0 53.9 49.6 49.3
  Total Equity 133.1 146.4 151.5 153.2 155.5
Hybrid funds 9.8 10.1 9.3 8.9 9.0
 
  Fixed income
  Tax-free 45.8 45.0 44.0 43.8 44.6
  Taxable
    Domestic 17.2 16.2 15.6 15.3 15.0
    Global/international 3.9 3.7 4.2 3.5 3.6
  Total Fixed Income 66.9 64.9 63.8 62.6 63.2
 
Money funds 5.9 5.5 5.3 5.2 5.7
Total Ending Assets $215.7 $226.9 $229.9 $229.9 $233.4
 
Simple Monthly Average Assets $224.9 $226.5 $231.4 $228.0 $231.0

ASSETS UNDER MANAGEMENT & FLOWS
(in billions)
Three Months Ended
  31-Mar-01 31-Dec-00 % Change 31-Mar-00 % Change
Beginning Assets Under Management $226.9 $229.9 (1)% $235.0 (3)%
   U.S. Retail Assets  
  Beginning Assets $168.5 $174.1 (3)% $175.6 (4)%
  Sales 10.5 7.9 33% 11.3 (7)%
  Reinvested Dividends 0.6 5.0 (88)% 0.6 -
  Redemptions (10.1) (10.9) (7)% (13.7) (26)%
  Appreciation/(Depreciation) (7.9) (7.6) 4% 2.0 N/A
  Ending Assets 161.6 168.5 (4)% 175.8 (8)%
 
   Other Assets, including International and Institutional
  Beginning Assets $58.4 $55.8 5% $59.4 (2)%
  Sales 5.1 4.8 6% 4.5 13%
  Reinvested Dividends 0.2 0.4 (50)% 0.1 100%
  Redemptions (4.6) (4.6) - (4.8) (4)%
  Appreciation/(Depreciation) (5.0) 2.0 N/A (1.6) 213%
  Ending Assets 54.1 58.4 (7)% 57.6 (6)%
Ending Assets Under Management $215.7 $226.9 (5)% $233.4 (8)%
 
Total Assets Under Management
  Beginning Assets $226.9 $229.9 (1)% $235.0 (3)%
  Sales 15.6 12.7 23% 15.8 (1)%
  Reinvested Dividends 0.8 5.4 (85)% 0.7 14%
  Redemptions (14.7) (15.5) (5)% (18.5) (21)%
  Appreciation/(Depreciation) (12.9) (5.6) 130% 0.4 N/A
  Ending Assets $215.7 $226.9 (5)% $233.4 (8)%

Note: A significant number of institutional assets are invested in U.S. Retail funds and are disclosed in that category in the above table. Total institutional assets at March 31, 2001 were over $45 billion.

ASSETS UNDER MANAGEMENT & FLOWS BY INVESTMENT OBJECTIVE
(in billions)
Three Months Ended
  31-Mar-01 31-Dec-00 31-Mar-00
Global/International Equity
  Beginning Assets $96.4 $97.6 $111.0
  Sales 5.1 3.7 6.0
  Reinvested Dividends 0.2 2.9 0.1
  Redemptions (6.4) (6.7) (7.9)
  Appreciation/(Depreciation) (7.7) (1.1) (3.0)
  Ending Assets 87.6 96.4 106.2
 
Domestic Equity
  Beginning Assets 50.0 53.9 44.3
  Sales 3.7 3.4 6.0
  Reinvested Dividends - 1.7 -
  Redemptions (2.6) (2.3) (4.3)
  Appreciation/(Depreciation) (5.6) (6.7) 3.3
  Ending Assets 45.5 50.0 49.3
 
Hybrid
  Beginning Assets 10.1 9.3 9.6
  Sales 0.4 0.2 0.2
  Reinvested Dividends - 0.2 0.1
  Redemptions (0.3) (0.4) (0.7)
  Appreciation/(Depreciation) (0.4) 0.8 (0.2)
  Ending Assets 9.8 10.1 9.0
 
Tax-Free Income
  Beginning Assets 45.0 44.0 45.2
  Sales 1.3 0.9 0.8
  Reinvested Dividends 0.3 0.3 0.3
  Redemptions (1.0) (1.2) (2.2)
  Appreciation/(Depreciation) 0.2 1.0 0.5
  Ending Assets 45.8 45.0 44.6
 
Taxable Fixed Income
  Beginning Assets 19.9 19.8 19.3
  Sales 2.0 1.5 1.2
  Reinvested Dividends 0.2 0.2 0.1
  Redemptions (1.2) (1.3) (1.3)
  Appreciation/(Depreciation) 0.2 (0.3) (0.7)
  Ending Assets 21.1 19.9 18.6
 
Money Funds
  Beginning Assets 5.5 5.3 5.6
  Sales 3.1 3.0 1.6
  Reinvested Dividends 0.1 0.1 0.1
  Redemptions (3.2) (3.6) (2.1)
  Appreciation/(Depreciation) 0.4 0.7 0.5
  Ending Assets 5.9 5.5 5.7
Ending Assets Under Management $215.7 $226.9 $233.4

FIDUCIARY TRUST COMPANY INTERNATIONAL

Acquisition Details

  • Acquisition closed on April 10, 2001.
  • Each share of Fiduciary Trust Company International common stock was exchanged for 2.7744 shares of Franklin Resources, Inc. common stock, resulting in the issuance in the aggregate of approximately 20,187,000 shares of Franklin Resources, Inc. common stock.
  • Valuation of the shares issued in exchange for Fiduciary Trust Company International shares is approximately $775 million.
  • Excess purchase price over fair value of assets acquired (goodwill) estimated at $580 million, will be amortized over 40 years. Intangible assets acquired are estimated at $240 million, and will be amortized over 15 years. Final valuation for accounting purposes is still in progress.
  • Expenses of $33.7 million are estimated for the year ended April 2002 relating to the employee retention pool agreed to in the acquisition.

Integration Update

  • Anne Tatlock joined Franklin Resources Inc.'s Office of the Chairman and Board of Directors.
  • Introduced Franklin Global Growth Fund and Franklin Global Aggressive Growth Fund in the U.S., Franklin Global Growth Fund in Canada, and Franklin European Growth Fund and Franklin Global Growth Fund in Luxembourg. Fiduciary Trust Company International is advising these funds.
  • Approximately $46 million in synergies, estimated at the time the deal was announced, are expected to be realized by the second anniversary of the transaction's close.
ASSETS UNDER MANAGEMENT BY INVESTMENT OBJECTIVE
(in billions)
  31-Mar-01 31-Dec-00
  Equity
    Global/international $2.7 $2.9
    Domestic 3.5 4.2
    Total Equity 6.2 7.1
  Hybrid funds 28.9 30.7
 
  Fixed income
    Tax-free 0.1 0.1
    Taxable
      Domestic 6.8 5.3
      Global/international 3.1 3.9
    Total Fixed Income 10.0 9.3
  Money funds 0.0 0.0
  Total Ending Assets $45.1 $47.1
*Effective investment management fee rate (investment management, trust, and other commission revenues, divided by simple quarterly average assets under management) for the quarter ended March 31, 2001 is approximately 0.35%.
 
FIDUCIARY TRUST COMPANY INTERNATIONAL
Summary of Operations

(in thousands except per share data)
Three Months Ended March 31
  2001 2000
Investment management, trust, and other commissions $40,074 $43,476
Net interest margin 3,031 3,047
Foreign exchange income 1,128 1,470
Securities gains and other 2,076 782
Total operating revenues 46,309 48,775
Total operating expenses 40,799 39,340
Income before taxes 5,510 9,435
Applicable taxes 2,243 3,988
Net income $3,267 $5,447
Per share data based on 7,276,168 shares:
Net Income $0.45 $0.75
Balance Sheet Data
(Dollar amounts in thousands)
  March 31, 2001 Dec 31, 2000
Assets
Cash and Cash Equivalents $184,256 $297,000
Investment Securities 335,156 191,836
Loans and Advances 151,053 176,431
Other Assets 72,331 78,866
Total Assets $742,796 $744,133
 
Liabilities and Stockholders' Equity
Deposits $606,856 $603,492
Other Liabilities 33,904 43,790
Total Liabilities 640,760 647,282
Total Stockholders' Equity 102,036 96,851
Total Liabilities and Equity $742,796 $744,133
*These results are Fiduciary Trust Company International as a stand-alone prior to any impact of the Franklin Resources acquisition.
Conference Call Information

As previously announced, members of the investment community and general public are invited to listen to the conference call today, Thursday, April 26, 2001 at 1:30 pm Pacific Standard Time. Access to the teleconference will be available via franklintempleton.com 10 minutes before the start of the call or by dialing (800) 230-1059 in the U.S. or (612) 288-0318 internationally.

A replay of the call will be archived on franklintempleton.com through May 3, 2001. The replay can also be accessed by calling (800) 475-6701 in the U.S. or (320) 365-3844 internationally and using access code #580004, after 5:00 p.m. Pacific Standard Time on April 26 through 11:59 p.m. Pacific Standard Time on May 3.

Franklin Templeton Investments provides global and domestic investment management, shareholder and distribution services to the Franklin, Templeton and Mutual Series mutual funds, institutional and private accounts in approximately 125 different nations worldwide. Franklin Templeton Investments' headquarters are located at 777 Mariners Island Blvd., San Mateo, CA.

Forward-Looking Statements:

Statements in this presentation regarding Franklin Resources, Inc.'s business and proposed acquisition of Fiduciary Trust Company International which are not historical facts are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve a number of risks, uncertainties and other important factors that could cause the actual results and outcomes to differ materially from any future results or outcomes expressed or implied by such forward-looking statements. Such risks, uncertainties and other important factors include the following:

  • We face strong competition from numerous and sometimes larger companies.
  • Competing securities dealers and banks could restrict sales of our funds.
  • Changes in the distribution channels on which we depend could reduce our revenues and hinder our growth.
  • New share classes that we have introduced yield lower revenues and have reduced operating margins.
  • If our asset mix shifts to predominantly fixed income products, our revenues could decline.
  • We have become subject to an increased risk of asset volatility from changes in global equity markets.
  • The levels of our assets under management are subject to significant fluctuations.
  • We face risks associated with conducting operations in numerous foreign countries.
  • General economic and securities markets' fluctuations may reduce our sales and market share.
  • Our inability to meet cash needs could have a negative effect on our financial condition and business operations.
  • We face increased competition in hiring and retaining qualified employees.
  • Our emerging market portfolios and related revenues are vulnerable to political and economic risks associated with emerging markets.
  • Diverse and strong competition limits the interest rates we can charge on consumer loans.
  • The acquisition could adversely affect Franklin's combined financial results or the market price of its common stock.
  • Franklin may not be able to achieve the synergies it expects from the acquisition.
  • Uncertainties associated with the acquisition may cause Fiduciary to lose clients.

Please also refer to the risk factors described in Franklin's recent filings with the U.S. Securities and Exchange Commission, especially, with respect to Franklin, the "Forward-Looking Statements" section of the Management's Discussion and Analysis of Financial Condition and Results of Operations in Franklin's Form 10-K for the fiscal year ended September 30, 2000.



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