Franklin Corefolio Allocation Fund Class C (FTCLX) N-CSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-CSRS

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number

_811-07851

Franklin Fund Allocator Series

 (Exact name of registrant as specified in charter)

One Franklin Parkway, San Mateo, CA 94403-1906

(Address of principal executive offices) (Zip code)

Craig S. Tyle, One Franklin Parkway, San Mateo, CA 94403-1906

(Name and address of agent for service)

Registrant's telephone number, including area code: _650 312-2000

Date of fiscal year end: 5/31

Date of reporting period: _11/30/20

Item 1. Reports to Stockholders.

Semiannual

Report

Franklin

Fund

Allocator

Series

November

30,

2020

Franklin

Payout

2020

Fund

Franklin

Payout

2021

Fund

Franklin

Payout

2022

Fund

Not

FDIC

Insured

May

Lose

Value

No

Bank

Guarantee

franklintempleton.com

Semiannual

report

1

Contents

Semiannual

Report

Economic

and

Market

Overview

2

Franklin

Payout

2020

Fund

3

Franklin

Payout

2021

Fund

8

Franklin

Payout

2022

Fund

13

Financial

Highlights

and

Statements

of

Investments

18

Financial

Statements

31

Notes

to

Financial

Statements

35

Shareholder

Information

42

2

franklintempleton.com

Semiannual

Report

SEMIANNUAL

REPORT

Economic

and

Market

Overview

The

U.S.

bond

market,

as

measured

by

the

Bloomberg

Barclays

U.S.

Aggregate

Bond

Index,

posted

modest

total

returns

during

the

six

months

ended

November

30,

2020,

as

markets

adjusted

to

the

disruption

caused

by

the

novel

coronavirus

(COVID-19)

pandemic.

Before

the

period,

investor

flight

to

perceived

safety

had

driven

the

10-year

U.S.

Treasury

yield

(which

moves

inversely

to

price)

to

intraday

record

lows,

while

corporate

bond

yields

increased,

reflecting

increased

credit

risk

amid

widespread

economic

disruption.

During

the

period,

however,

U.S.

Federal

Reserve

(Fed)

support

and

the

gradual

reopening

of

the

U.S.

economy

reduced

many

investors’

concerns

about

solvency,

and

corporate

bonds

rebounded.

Corporate

bonds,

particularly

high-yield

bonds,

also

benefited

from

the

resolution

of

the

U.S.

election

and

several

promising

vaccine

results.

The

Fed

maintained

the

federal

funds

target

rate

at

a

range

of

0.00%–0.25%

and

continued

its

program

of

open-ended

purchasing

of

government-backed

and

corporate

bonds

as

necessary

to

help

keep

markets

functioning,

significantly

expanding

its

balance

sheet.

Furthermore,

the

Fed

signaled

that

interest

rates

would

potentially

remain

low,

even

if

inflation

moderately

exceeded

the

Fed’s

2%

target

for

some

time.

U.S.

Treasury

bonds,

as

measured

by

the

Bloomberg

Barclays

U.S.

Treasury

Index,

posted

relatively

flat

total

returns

for

the

period.

The

10-year

U.S.

Treasury

yield

declined

to

a

new

record

closing

low

in

early

August

2020

and

rose

for

the

period,

but

it

remained

historically

low

despite

the

widening

U.S.

federal

budget

deficit

and

a

massive

increase

in

issuance.

Mortgage-backed

securities

(MBS),

as

measured

by

the

Bloomberg

Barclays

MBS

Index,

posted

relatively

flat

returns

for

the

period

despite

Fed

support,

as

lower

interest

rates

led

to

accelerated

prepayments

from

mortgage

refinancing.

U.S.

corporate

bond

performance

was

strong

overall

but

varied

based

on

credit

rating,

reflecting

the

recovery

of

credit

markets

following

the

initial

COVID-19

shock.

As

Fed

support

tempered

many

investors’

concerns

about

credit

quality,

corporate

bonds

rebounded,

particularly

for

the

lower-rated

segment.

Consequently,

high-yield

corporate

bonds,

as

represented

by

the

Bloomberg

Barclays

U.S.

Corporate

High

Yield

Bond

Index,

advanced

significantly.

Investment-grade

corporate

bonds,

as

represented

by

the

Bloomberg

Barclays

U.S.

Corporate

Bond

Index,

also

posted

solid

performance.

The

foregoing

information

reflects

our

analysis

and

opinions

as

of

November

30,

2020

.

The

information

is

not

a

complete

analysis

of

every

aspect

of

any

market,

country,

industry,

security

or

fund.

Statements

of

fact

are

from

sources

considered

reliable.

3

franklintempleton.com

Semiannual

Report

Franklin

Payout

2020

Fund

This

semiannual

report

for

Franklin

Payout

2020

Fund

covers

the

period

ended

November

30,

2020

.

As

previously

communicated,

the

Fund

was

scheduled

to

liquidate

on

January

8,

2021.

In

preparation

for

the

Fund’s

liquidation,

the

Fund

closed

to

all

investors

at

the

close

of

market

on

December

18,

2020.

Your

Fund’s

Goal

and

Main

Investments

The

Fund

seeks

capital

preservation

and

income

with

a

predetermined

maturity

date.

Under

normal

market

conditions,

the

Fund

invests

predominantly

in

U.S.

dollar-

denominated

investment-grade

debt

securities

and

investments,

including

government

and

corporate

debt

securities

and

asset-backed

securities

and

municipal

securities.

Performance

Overview

The

Fund’s

Advisor

Class

shares

posted

a

+0.20%

cumulative

total

return

for

the

six

months

under

review.

In

comparison,

the

Fund’s

benchmark,

the

Bloomberg

Barclays

U.S.

Government/Credit

2020

Maturity

Index,

posted

a

+0.15%

total

return.

1

The

index

includes

investment-grade,

U.S.

dollar-denominated,

fixed-rate

Treasuries,

government

related

and

corporate

securities

and

foreign

debt

maturing

in

2020.

You

can

find

more

of

the

Fund’s

performance

data

in

the

Performance

Summary

beginning

on

page

5

.

Performance

data

represent

past

performance,

which

does

not

guarantee

future

results.

Investment

return

and

principal

value

will

fluctuate,

and

you

may

have

a

gain

or

loss

when

you

sell

your

shares.

Current

performance

may

differ

from

figures

shown.

For

most

recent

month-end

performance,

call

a

Franklin

Templeton

Institutional

Services

representative

at

(800)

321-8563

.

Investment

Strategy

We

focus

on

investment-grade

securities

and

investments

or

in

unrated

securities

and

investments

we

determine

are

of

comparable

quality.

Our

focus

on

the

portfolio’s

credit

quality

is

intended

to

reduce

credit

risk

and

help

to

preserve

capital.

We

may

invest

a

significant

portion

of

the

Fund’s

assets

in

U.S.

dollar-denominated

foreign

securities,

including

debt

issued

by

supranational

entities.

In

choosing

investments,

we

select

securities

in

various

market

sectors

based

on

our

assessment

of

changing

economic,

market,

industry

and

issuer

conditions.

We

use

a

top-down

analysis

of

macroeconomic

trends,

combined

with

a

bottom-up

fundamental

analysis

of

market

sectors,

industries

and

issuers,

to

try

to

take

advantage

of

varying

sector

reactions

to

economic

events.

Although

the

Fund

may

invest

in

individual

securities

of

any

maturity,

the

Fund

is

a

term

fund

and

is

managed

to

mature

in

2020.

Over

time,

the

Fund’s

duration

and

weighted

average

maturity

will

decline

as

2020

approaches.

In

the

later

months

of

operation,

when

the

debt

securities

held

by

the

Fund

mature,

the

proceeds

from

such

securities

will

be

held

in

cash,

cash

equivalents

and

money

market

instruments,

including

affiliated

money

market

funds,

or

invested

in

short-term

bonds.

In

early

December

2020,

the

Fund

is

expected

to

consist

almost

entirely

of

cash,

cash

equivalents

and

money

market

instruments.

The

Fund

is

not

designed

for

long-term

capital

appreciation

and

does

not

provide

a

complete

solution

for

a

shareholder’s

retirement

income

needs.

The

Fund

does

not

guarantee

a

level

of

dividends,

income

or

principal

at

or

before

its

target

maturity

date.

Manager’s

Discussion

During

the

period

under

review,

the

Fund’s

exposure

to

investment-grade

corporate

securities

was

the

primary

contributor

to

returns.

The

Fund’s

allocation

to

high-yield

corporate

credit

also

benefited

performance.

Conversely,

security

selection

in

the

high-yield

corporate

sector

hindered

results.

Portfolio

Composition

11/30/20

%

of

Total

Net

Assets

U.S.

Government

and

Agency

Securities

9.9%

Corporate

Bonds

3.7%

Short-Term

Investments

&

Other

Net

Assets

86.4%

1.

Source:

FactSet.

The

index

is

unmanaged

and

includes

reinvestment

of

any

income

or

distributions.

It

does

not

reflect

any

fees,

expenses

or

sales

charges.

One

cannot

invest

directly

in

an

index,

and

an

index

is

not

representative

of

the

Fund’s

portfolio.

See

www.franklintempletondatasources.com

for

additional

data

provider

information.

The

dollar

value,

number

of

shares

or

principal

amount,

and

names

of

all

portfolio

holdings

are

listed

in

the

Fund’s

Statement

of

Investments

(SOI).

The

SOI

begins

on

page

20

.

Franklin

Payout

2020

Fund

4

franklintempleton.com

Semiannual

Report

*Securities

are

listed

by

issuer,

which

may

appear

by

another

name

in

the

SOI.

At

period-end,

we

remained

overweighted

and

focused

on

investment-grade

corporate

credit

securities.

Conversely,

we

maintained

an

underweighted

allocation

to

the

U.S.

Treasury

sector

as

its

valuations

and

income

levels

remained

unattractive,

in

our

view.

Additionally,

we

maintained

an

underweighted

duration

positioning

in

the

portfolio

compared

with

the

index,

driven

largely

by

our

focus

on

bonds

with

final

maturity

dates

closer

to

the

Fund’s

predetermined

maturity

date.

Thank

you

for

your

trust

and

participation

in

Franklin

Payout

2020

Fund.

It

has

been

our

privilege

to

serve

you.

David

Yuen,

CFS,

FRM

Tina

Chou

Thomas

Runkel,

CFA

Portfolio

Management

Team

The

foregoing

information

reflects

our

analysis,

opinions

and

portfolio

holdings

as

of

November

30,

2020

,

the

end

of

the

reporting

period.

The

way

we

implement

our

main

investment

strategies

and

the

resulting

portfolio

holdings

may

change

depending

on

factors

such

as

market

and

economic

conditions.

These

opinions

may

not

be

relied

upon

as

investment

advice

or

an

offer

for

a

particular

security.

The

information

is

not

a

complete

analysis

of

every

aspect

of

any

market,

country,

industry,

security

or

the

Fund.

Statements

of

fact

are

from

sources

considered

reliable,

but

the

investment

manager

makes

no

representation

or

warranty

as

to

their

completeness

or

accuracy.

Although

historical

performance

is

no

guarantee

of

future

results,

these

insights

may

help

you

understand

our

investment

management

philosophy.

Fund

Holdings*

11/30/20

Issuer

%

of

Total

Net

Assets

a

a

U.S.

Treasury

Notes

5.0%

FHLB

4.9%

Hershey

Co.

(The)

2.4%

Cigna

Holding

Co.

1.2%

CFA

®

is

a

trademark

owned

by

CFA

Institute.

Performance

Summary

as

of

November

30,

2020

Franklin

Payout

2020

Fund

5

franklintempleton.com

Semiannual

Report

The

performance

table

does

not

reflect

any

taxes

that

a

shareholder

would

pay

on

Fund

dividends,

capital

gain

distributions,

if

any,

or

any

realized

gains

on

the

sale

of

Fund

shares.

Total

return

reflects

reinvestment

of

the

Fund’s

dividends

and

capital

gain

distributions,

if

any,

and

any

unrealized

gains

or

losses.

Your

dividend

income

will

vary

depending

on

dividends

or

interest

paid

by

securities

in

the

Fund’s

portfolio,

adjusted

for

operating

expenses

of

each

class.

Capital

gain

distributions

are

net

profits

realized

from

the

sale

of

portfolio

securities.

Performance

as

of

11/30/20

1

Cumulative

total

return

excludes

sales

charges.

Average

annual

total

return

includes

maximum

sales

charges.

Sales

charges

will

vary

depending

on

the

size

of

the

investment

and

the

class

of

share

purchased.

The

maximum

and

minimum

is

0%.

Advisor

Class:

no

sales

charges.

For

other

share

classes,

call

a

Franklin

Templeton

Institutional

Services

representative

at

(800)

321-8563

.

Performance

data

represent

past

performance,

which

does

not

guarantee

future

results.

Investment

return

and

principal

value

will

fluctuate,

and

you

may

have

a

gain

or

loss

when

you

sell

your

shares.

Current

performance

may

differ

from

figures

shown.

For

most

recent

month-end

performance,

call

a

Franklin

Templeton

Institutional

Services

representative

at

(800)

321-8563

.

Share

Class

Cumulative

Total

Return

2

Average

Annual

Total

Return

3

–

Advisor

6-Month

+0.20%

+0.20%

1-Year

+1.15%

+1.15%

5-Year

+10.46%

+2.01%

Since

Inception

(6/1/15)

+10.91%

+1.90%

See

page

6

for

Performance

Summary

footnotes.

Franklin

Payout

2020

Fund

Performance

Summary

6

franklintempleton.com

Semiannual

Report

Each

class

of

shares

is

available

to

certain

eligible

investors

and

has

different

annual

fees

and

expenses,

as

described

in

the

prospectus.

All

investments

involve

risks,

including

possible

loss

of

principal.

Changes

in

the

financial

strength

of

a

bond

issuer

or

in

a

bond’s

credit

rating

may

affect

its

value.

Interest

rate

movements

will

affect

the

Fund’s

share

price

and

yield.

Bond

prices

generally

move

in

the

opposite

direction

of

interest

rates.

As

the

prices

of

bonds

in

the

Fund

adjust

to

a

rise

in

interest

rates,

the

Fund’s

share

price

may

decline.

Because

the

Fund

can

only

distribute

what

it

earns,

the

Fund’s

distri-

butions

to

shareholders

may

decline

when

prevailing

interest

rates

fall

or

when

the

Fund

experiences

defaults

on

debt

securities

it

holds.

Interest

earned

on

floating

rate

loans

varies

with

changes

in

prevailing

interest

rates.

Therefore,

while

floating

rate

loans

offer

higher

interest

income

when

interest

rates

rise,

they

will

also

generate

less

income

when

interest

rates

decline.

Unexpected

events

and

their

aftermaths,

such

as

the

spread

of

deadly

diseases;

natural,

environmen-

tal

or

man-made

disasters;

financial,

political

or

social

disruptions;

terrorism

and

war;

and

other

tragedies

or

catastrophes,

can

cause

investor

fear

and

panic,

which

can

adversely

affect

the

economies

of

many

companies,

sectors,

nations,

regions

and

the

market

in

general,

in

ways

that

cannot

necessarily

be

foreseen.

The

Fund’s

prospectus

also

includes

a

description

of

the

main

investment

risks.

1.

The

Fund

has

an

expense

reduction

and

a

fee

waiver

associated

with

any

investments

it

makes

in

a

Franklin

Templeton

money

fund

and/or

other

Franklin

Templeton

fund,

contractually

guaranteed

through

9/30/21.

Fund

investment

results

reflect

the

expense

reduction

and

fee

waiver;

without

these

reductions,

the

results

would

have

been

lower.

2.

Cumulative

total

return

represents

the

change

in

value

of

an

investment

over

the

periods

indicated.

3.

Average

annual

total

return

represents

the

average

annual

change

in

value

of

an

investment

over

the

periods

indicated.

Return

for

less

than

one

year,

if

any,

has

not

been

annualized.

4.

Figures

are

as

stated

in

the

Fund’s

current

prospectus

and

may

differ

from

the

expense

ratios

disclosed

in

the

Your

Fund’s

Expenses

and

Financial

Highlights

sections

in

this

report.

In

periods

of

market

volatility,

assets

may

decline

significantly,

causing

total

annual

Fund

operating

expenses

to

become

higher

than

the

figures

shown.

See

www.franklintempletondatasources.com

for

additional

data

provider

information.

Total

Annual

Operating

Expenses

4

Share

Class

With

Fee

Waiver

Without

Fee

Waiver

Advisor

0.46%

3.62%

Your

Fund’s

Expenses

Franklin

Payout

2020

Fund

7

franklintempleton.com

Semiannual

Report

As

a

Fund

shareholder,

you

can

incur

two

types

of

costs:

(1)

transaction

costs,

including

sales

charges

(loads)

on

Fund

purchases

and

redemptions;

and

(2)

ongoing

Fund

costs,

including

management

fees,

distribution

and

service

(12b-1)

fees,

and

other

Fund

expenses.

All

mutual

funds

have

ongoing

costs,

sometimes

referred

to

as

operating

expenses.

The

table

below

shows

ongoing

costs

of

investing

in

the

Fund

and

can

help

you

understand

these

costs

and

compare

them

with

those

of

other

mutual

funds.

The

table

assumes

a

$1,000

investment

held

for

the

six

months

indicated.

Actual

Fund

Expenses

The

table

below

provides

information

about

actual

account

values

and

actual

expenses

in

the

columns

under

the

heading

“Actual.”

In

these

columns

the

Fund’s

actual

return,

which

includes

the

effect

of

Fund

expenses,

is

used

to

calculate

the

“Ending

Account

Value”

for

each

class

of

shares.

You

can

estimate

the

expenses

you

paid

during

the

period

by

following

these

steps

(

of

course,

your

account

value

and

expenses

will

differ

from

those

in

this

illustration

):

Divide

your

account

value

by

$1,000

(

if

your

account

had

an

$8,600

value,

then

$8,600

÷

$1,000

=

8.6

).

Then

multiply

the

result

by

the

number

in

the

row

for

your

class

of

shares

under

the

headings

“Actual”

and

“Expenses

Paid

During

Period”

(

if

Actual

Expenses

Paid

During

Period

were

$7.50,

then

8.6

x

$7.50

=

$64.50

).

In

this

illustration,

the

actual

expenses

paid

this

period

are

$64.50.

Hypothetical

Example

for

Comparison

with

Other

Funds

Under

the

heading

“Hypothetical”

in

the

table,

information

is

provided

about

hypothetical

account

values

and

hypothetical

expenses

based

on

the

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses,

which

is

not

the

Fund’s

actual

return.

This

information

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period,

but

it

can

help

you

compare

ongoing

costs

of

investing

in

the

Fund

with

those

of

other

funds.

To

do

so,

compare

this

5%

hypothetical

example

for

the

class

of

shares

you

hold

with

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

other

funds.

Please

note

that

expenses

shown

in

the

table

are

meant

to

highlight

ongoing

costs

and

do

not

reflect

any

transactional

costs.

Therefore,

information

under

the

heading

“Hypothetical”

is

useful

in

comparing

ongoing

costs

only,

and

will

not

help

you

compare

total

costs

of

owning

different

funds.

In

addition,

if

transactional

costs

were

included,

your

total

costs

would

have

been

higher.

1.

Expenses

are

equal

to

the

annualized

expense

ratio

for

the

six-month

period

as

indicated

above—in

the

far

right

column—multiplied

by

the

simple

average

account

value

over

the

period

indicated,

and

then

multiplied

by

183/365

to

reflect

the

one-half

year

period.

2.

Reflects

expenses

after

fee

waivers

and

expense

reimbursements.

Does

not

include

acquired

fund

fees

and

expenses.

Actual

(actual

return

after

expenses)

Hypothetical

(5%

annual

return

before

expenses)

Share

Class

Beginning

Account

Value

6/1/20

Ending

Account

Value

11/30/20

Expenses

Paid

During

Period

6/1/20–11/30/20

1,2

Ending

Account

Value

11/30/20

Expenses

Paid

During

Period

6/1/20–11/30/20

1,2

a

Net

Annualized

Expense

Ratio

2

R6

$1,000

$1,001.99

$1.44

$1,023.63

$1.46

0.29%

Advisor

$1,000

$1,001.99

$1.44

$1,023.63

$1.46

0.29%

8

franklintempleton.com

Semiannual

Report

Franklin

Payout

2021

Fund

This

semiannual

report

for

Franklin

Payout

2021

Fund

covers

the

period

ended

November

30,

2020

.

Your

Fund’s

Goal

and

Main

Investments

The

Fund

seeks

capital

preservation

and

income

with

a

predetermined

maturity

date.

Under

normal

market

conditions,

the

Fund

invests

predominantly

in

U.S.

dollar-

denominated

investment-grade

debt

securities

and

investments,

including

government

and

corporate

debt

securities

and

asset-backed

securities

and

municipal

securities.

Performance

Overview

The

Fund’s

Advisor

Class

shares

posted

a

+0.48%

cumulative

total

return

for

the

six

months

under

review.

In

comparison,

the

Fund’s

benchmark,

the

Bloomberg

Barclays

U.S.

Government/Credit

2021

Maturity

Index,

posted

a

+0.32%

total

return.

1

The

index

includes

investment-grade,

U.S.

dollar-denominated,

fixed-rate

Treasuries,

government

related

and

corporate

securities

and

foreign

debt

maturing

in

2021.

You

can

find

more

of

the

Fund’s

performance

data

in

the

Performance

Summary

beginning

on

page

10

.

Performance

data

represent

past

performance,

which

does

not

guarantee

future

results.

Investment

return

and

principal

value

will

fluctuate,

and

you

may

have

a

gain

or

loss

when

you

sell

your

shares.

Current

performance

may

differ

from

figures

shown.

For

most

recent

month-end

performance,

call

a

Franklin

Templeton

Institutional

Services

representative

at

(800)

321-8563

.

Investment

Strategy

We

focus

on

investment-grade

securities

and

investments

or

in

unrated

securities

and

investments

we

determine

are

of

comparable

quality.

Our

focus

on

the

portfolio’s

credit

quality

is

intended

to

reduce

credit

risk

and

help

to

preserve

capital.

We

may

invest

a

significant

portion

of

the

Fund’s

assets

in

U.S.

dollar-denominated

foreign

securities,

including

debt

issued

by

supranational

entities.

In

choosing

investments,

we

select

securities

in

various

market

sectors

based

on

our

assessment

of

changing

economic,

market,

industry

and

issuer

conditions.

We

use

a

top-down

analysis

of

macroeconomic

trends,

combined

with

a

bottom-up

fundamental

analysis

of

market

sectors,

industries

and

issuers,

to

try

to

take

advantage

of

varying

sector

reactions

to

economic

events.

Although

the

Fund

may

invest

in

individual

securities

of

any

maturity,

the

Fund

is

a

term

fund

and

is

managed

to

mature

in

2021.

Over

time,

the

Fund’s

duration

and

weighted

average

maturity

will

decline

as

2021

approaches.

In

the

later

months

of

operation,

when

the

debt

securities

held

by

the

Fund

mature,

the

proceeds

from

such

securities

will

be

held

in

cash,

cash

equivalents

and

money

market

instruments,

including

affiliated

money

market

funds,

or

invested

in

short-term

bonds.

In

early

December

2021,

the

Fund

is

expected

to

consist

almost

entirely

of

cash,

cash

equivalents

and

money

market

instruments.

The

Fund

is

not

designed

for

long-term

capital

appreciation

and

does

not

provide

a

complete

solution

for

a

shareholder’s

retirement

income

needs.

The

Fund

does

not

guarantee

a

level

of

dividends,

income

or

principal

at

or

before

its

target

maturity

date.

Manager’s

Discussion

During

the

period

under

review,

the

Fund’s

allocation

to

investment-grade

corporate

securities

was

the

primary

contributor

to

relative

performance.

The

Fund’s

allocation

to

high-yield

corporate

credit

also

contributed,

as

did

an

allocation

to

taxable

municipal

bonds.

In

addition,

security

selection

within

sovereign

developed-market

debt

benefited

performance.

Conversely,

security

selection

in

the

high-yield

corporate

sector

detracted

from

performance,

as

did

an

allocation

to

sovereign

emerging-market

debt.

The

Fund’s

slight

overweight

duration

positioning

benefited

results.

Portfolio

Composition

11/30/20

%

of

Total

Net

Assets

Corporate

Bonds

59.6%

U.S.

Government

and

Agency

Securities

17.5%

Foreign

Government

and

Agency

Securities

4.9%

Municipal

Bonds

2.5%

Short-Term

Investments

&

Other

Net

Assets

15.5%

1.

Source:

FactSet.

The

index

is

unmanaged

and

includes

reinvestment

of

any

income

or

distributions.

It

does

not

reflect

any

fees,

expenses

or

sales

charges.

One

cannot

invest

directly

in

an

index,

and

an

index

is

not

representative

of

the

Fund’s

portfolio.

See

www.franklintempletondatasources.com

for

additional

data

provider

information.

The

dollar

value,

number

of

shares

or

principal

amount,

and

names

of

all

portfolio

holdings

are

listed

in

the

Fund’s

Statement

of

Investments

(SOI).

The

SOI

begins

on

page

23

.

Franklin

Payout

2021

Fund

9

franklintempleton.com

Semiannual

Report

*Securities

are

listed

by

issuer,

which

may

appear

by

another

name

in

the

SOI.

At

period-end,

we

remained

overweighted

and

focused

on

investment-grade

corporate

credit

securities.

This

focus

is

based

on

our

belief

that

valuations

remained

relatively

attractive

at

quarter-end

on

a

longer-term

basis

as

well

as

the

increased

earnings

potential

available

from

this

sector.

Conversely,

we

maintained

an

underweighted

allocation

to

the

U.S.

Treasury

sector

as

its

valuations

and

income

levels

remained

unattractive,

in

our

view.

Additionally,

we

maintained

a

small

overweight

duration

positioning

in

the

portfolio

compared

with

the

index,

driven

largely

by

our

focus

on

final

maturity

dates

closer

to

year-end

as

compared

to

the

benchmark

index.

Thank

you

for

your

participation

in

Franklin

Payout

2021

Fund.

We

look

forward

to

serving

your

future

investment

needs.

David

Yuen,

CFS,

FRM

Tina

Chou

Thomas

Runkel,

CFA

Portfolio

Management

Team

The

foregoing

information

reflects

our

analysis,

opinions

and

portfolio

holdings

as

of

November

30,

2020,

the

end

of

the

reporting

period.

The

way

we

implement

our

main

investment

strategies

and

the

resulting

portfolio

holdings

may

change

depending

on

factors

such

as

market

and

economic

conditions.

These

opinions

may

not

be

relied

upon

as

investment

advice

or

an

offer

for

a

particular

security.

The

information

is

not

a

complete

analysis

of

every

aspect

of

any

market,

country,

industry,

security

or

the

Fund.

Statements

of

fact

are

from

sources

considered

reliable,

but

the

investment

manager

makes

no

representation

or

warranty

as

to

their

completeness

or

accuracy.

Although

historical

performance

is

no

guarantee

of

future

results,

these

insights

may

help

you

understand

our

investment

management

philosophy.

Top

10

Holdings*

11/30/20

Issuer

%

of

Total

Net

Assets

a

a

U.S.

Treasury

Notes

7.8%

FHLB

4.9%

FFCB

4.8%

Telstra

Corp.

Ltd.

2.5%

State

of

California

2.5%

General

Electric

Co.

2.5%

Total

Capital

SA

2.5%

BP

Capital

Markets

plc

2.4%

UnitedHealth

Group,

Inc.

2.4%

New

York

Life

Global

Funding

2.4%

Performance

Summary

as

of

November

30,

2020

Franklin

Payout

2021

Fund

10

franklintempleton.com

Semiannual

Report

The

performance

table

does

not

reflect

any

taxes

that

a

shareholder

would

pay

on

Fund

dividends,

capital

gain

distributions,

if

any,

or

any

realized

gains

on

the

sale

of

Fund

shares.

Total

return

reflects

reinvestment

of

the

Fund’s

dividends

and

capital

gain

distributions,

if

any,

and

any

unrealized

gains

or

losses.

Your

dividend

income

will

vary

depending

on

dividends

or

interest

paid

by

securities

in

the

Fund’s

portfolio,

adjusted

for

operating

expenses

of

each

class.

Capital

gain

distributions

are

net

profits

realized

from

the

sale

of

portfolio

securities.

Performance

as

of

11/30/20

1

Cumulative

total

return

excludes

sales

charges.

Average

annual

total

return

includes

maximum

sales

charges.

Sales

charges

will

vary

depending

on

the

size

of

the

investment

and

the

class

of

share

purchased.

The

maximum

and

minimum

is

0%.

Advisor

Class:

no

sales

charges.

For

other

share

classes,

call

a

Franklin

Templeton

Institutional

Services

representative

at

(800)

321-8563

.

Performance

data

represent

past

performance,

which

does

not

guarantee

future

results.

Investment

return

and

principal

value

will

fluctuate,

and

you

may

have

a

gain

or

loss

when

you

sell

your

shares.

Current

performance

may

differ

from

figures

shown.

For

most

recent

month-end

performance,

call

a

Franklin

Templeton

Institutional

Services

representative

at

(800)

321-8563

.

Share

Class

Cumulative

Total

Return

2

Average

Annual

Total

Return

3

–

Advisor

6-Month

+0.48%

+0.48

%

1-Year

+2.72%

+2.72%

5-Year

+13.94%

+2.65%

Since

Inception

(6/1/15)

+14.97%

+2.57%

See

page

11

for

Performance

Summary

footnotes.

Franklin

Payout

2021

Fund

Performance

Summary

11

franklintempleton.com

Semiannual

Report

Each

class

of

shares

is

available

to

certain

eligible

investors

and

has

different

annual

fees

and

expenses,

as

described

in

the

prospectus.

All

investments

involve

risks,

including

possible

loss

of

principal.

Changes

in

the

financial

strength

of

a

bond

issuer

or

in

a

bond’s

credit

rating

may

affect

its

value.

Interest

rate

movements

will

affect

the

Fund’s

share

price

and

yield.

Bond

prices

generally

move

in

the

opposite

direction

of

interest

rates.

As

the

prices

of

bonds

in

the

Fund

adjust

to

a

rise

in

interest

rates,

the

Fund’s

share

price

may

decline.

Because

the

Fund

can

only

distribute

what

it

earns,

the

Fund’s

distri-

butions

to

shareholders

may

decline

when

prevailing

interest

rates

fall

or

when

the

Fund

experiences

defaults

on

debt

securities

it

holds.

Interest

earned

on

floating

rate

loans

varies

with

changes

in

prevailing

interest

rates.

Therefore,

while

floating

rate

loans

offer

higher

interest

income

when

interest

rates

rise,

they

will

also

generate

less

income

when

interest

rates

decline.

Unexpected

events

and

their

aftermaths,

such

as

the

spread

of

deadly

diseases;

natural,

environmen-

tal

or

man-made

disasters;

financial,

political

or

social

disruptions;

terrorism

and

war;

and

other

tragedies

or

catastrophes,

can

cause

investor

fear

and

panic,

which

can

adversely

affect

the

economies

of

many

companies,

sectors,

nations,

regions

and

the

market

in

general,

in

ways

that

cannot

necessarily

be

foreseen.

The

Fund’s

prospectus

also

includes

a

description

of

the

main

investment

risks.

1.

The

Fund

has

an

expense

reduction

and

a

fee

waiver

associated

with

any

investments

it

makes

in

a

Franklin

Templeton

money

fund

and/or

other

Franklin

Templeton

fund,

contractually

guaranteed

through

9/30/21.

Fund

investment

results

reflect

the

expense

reduction

and

fee

waiver;

without

these

reductions,

the

results

would

have

been

lower.

2.

Cumulative

total

return

represents

the

change

in

value

of

an

investment

over

the

periods

indicated.

3.

Average

annual

total

return

represents

the

average

annual

change

in

value

of

an

investment

over

the

periods

indicated.

Return

for

less

than

one

year,

if

any,

has

not

been

annualized.

4.

Figures

are

as

stated

in

the

Fund’s

current

prospectus

and

may

differ

from

the

expense

ratios

disclosed

in

the

Your

Fund’s

Expenses

and

Financial

Highlights

sections

in

this

report.

In

periods

of

market

volatility,

assets

may

decline

significantly,

causing

total

annual

Fund

operating

expenses

to

become

higher

than

the

figures

shown.

See

www.franklintempletondatasources.com

for

additional

data

provider

information.

Total

Annual

Operating

Expenses

4

Share

Class

With

Fee

Waiver

Without

Fee

Waiver

Advisor

0.47%

3.53%

Your

Fund’s

Expenses

Franklin

Payout

2021

Fund

12

franklintempleton.com

Semiannual

Report

As

a

Fund

shareholder,

you

can

incur

two

types

of

costs:

(1)

transaction

costs,

including

sales

charges

(loads)

on

Fund

purchases

and

redemptions;

and

(2)

ongoing

Fund

costs,

including

management

fees,

distribution

and

service

(12b-1)

fees,

and

other

Fund

expenses.

All

mutual

funds

have

ongoing

costs,

sometimes

referred

to

as

operating

expenses.

The

table

below

shows

ongoing

costs

of

investing

in

the

Fund

and

can

help

you

understand

these

costs

and

compare

them

with

those

of

other

mutual

funds.

The

table

assumes

a

$1,000

investment

held

for

the

six

months

indicated.

Actual

Fund

Expenses

The

table

below

provides

information

about

actual

account

values

and

actual

expenses

in

the

columns

under

the

heading

“Actual.”

In

these

columns

the

Fund’s

actual

return,

which

includes

the

effect

of

Fund

expenses,

is

used

to

calculate

the

“Ending

Account

Value”

for

each

class

of

shares.

You

can

estimate

the

expenses

you

paid

during

the

period

by

following

these

steps

(

of

course,

your

account

value

and

expenses

will

differ

from

those

in

this

illustration

):

Divide

your

account

value

by

$1,000

(

if

your

account

had

an

$8,600

value,

then

$8,600

÷

$1,000

=

8.6

).

Then

multiply

the

result

by

the

number

in

the

row

for

your

class

of

shares

under

the

headings

“Actual”

and

“Expenses

Paid

During

Period”

(

if

Actual

Expenses

Paid

During

Period

were

$7.50,

then

8.6

x

$7.50

=

$64.50

).

In

this

illustration,

the

actual

expenses

paid

this

period

are

$64.50.

Hypothetical

Example

for

Comparison

with

Other

Funds

Under

the

heading

“Hypothetical”

in

the

table,

information

is

provided

about

hypothetical

account

values

and

hypothetical

expenses

based

on

the

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses,

which

is

not

the

Fund’s

actual

return.

This

information

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period,

but

it

can

help

you

compare

ongoing

costs

of

investing

in

the

Fund

with

those

of

other

funds.

To

do

so,

compare

this

5%

hypothetical

example

for

the

class

of

shares

you

hold

with

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

other

funds.

Please

note

that

expenses

shown

in

the

table

are

meant

to

highlight

ongoing

costs

and

do

not

reflect

any

transactional

costs.

Therefore,

information

under

the

heading

“Hypothetical”

is

useful

in

comparing

ongoing

costs

only,

and

will

not

help

you

compare

total

costs

of

owning

different

funds.

In

addition,

if

transactional

costs

were

included,

your

total

costs

would

have

been

higher.

1.

Expenses

are

equal

to

the

annualized

expense

ratio

for

the

six-month

period

as

indicated

above—in

the

far

right

column—multiplied

by

the

simple

average

account

value

over

the

period

indicated,

and

then

multiplied

by

183/365

to

reflect

the

one-half

year

period.

2.

Reflects

expenses

after

fee

waivers

and

expense

reimbursements.

Does

not

include

acquired

fund

fees

and

expenses.

Actual

(actual

return

after

expenses)

Hypothetical

(5%

annual

return

before

expenses)

Share

Class

Beginning

Account

Value

6/1/20

Ending

Account

Value

11/30/20

Expenses

Paid

During

Period

6/1/20–11/30/20

1,2

Ending

Account

Value

11/30/20

Expenses

Paid

During

Period

6/1/20–11/30/20

1,2

a

Net

Annualized

Expense

Ratio

2

R6

$1,000

$1,000.00

$1.44

$1,023.62

$1.46

0.29%

Advisor

$1,000

$1,000.00

$1.44

$1,023.62

$1.46

0.29%

13

franklintempleton.com

Semiannual

Report

Franklin

Payout

2022

Fund

This

semiannual

report

for

Franklin

Payout

2022

Fund

covers

the

period

ended

November

30,

2020

.

Your

Fund’s

Goal

and

Main

Investments

The

Fund

seeks

capital

preservation

and

income

with

a

predetermined

maturity

date.

Under

normal

market

conditions,

the

Fund

invests

predominantly

in

U.S.

dollar-

denominated

investment-grade

debt

securities

and

investments,

including

government

and

corporate

debt

securities

and

asset-backed

securities

and

municipal

securities.

Performance

Overview

The

Fund’s

Advisor

Class

shares

posted

a

+0.76%

cumulative

total

return

for

the

six

months

under

review.

In

comparison,

the

Fund’s

benchmark,

the

Bloomberg

Barclays

U.S.

Government/Credit

2022

Maturity

Index,

posted

a

+0.51%

total

return.

1

The

index

includes

investment-grade,

U.S.

dollar-denominated,

fixed-rate

Treasuries,

government

related

and

corporate

securities

and

foreign

debt

maturing

in

2022.

You

can

find

more

of

the

Fund’s

performance

data

in

the

Performance

Summary

beginning

on

page

15.

Performance

data

represent

past

performance,

which

does

not

guarantee

future

results.

Investment

return

and

principal

value

will

fluctuate,

and

you

may

have

a

gain

or

loss

when

you

sell

your

shares.

Current

performance

may

differ

from

figures

shown.

For

most

recent

month-end

performance,

call

a

Franklin

Templeton

Institutional

Services

representative

at

(800)

321-8563

.

Investment

Strategy

We

focus

on

investment-grade

securities

and

investments

or

in

unrated

securities

and

investments

we

determine

are

of

comparable

quality.

Our

focus

on

the

portfolio’s

credit

quality

is

intended

to

reduce

credit

risk

and

help

to

preserve

capital.

We

may

invest

a

significant

portion

of

the

Fund’s

assets

in

U.S.

dollar-denominated

foreign

securities,

including

debt

issued

by

supranational

entities.

In

choosing

investments,

we

select

securities

in

various

market

sectors

based

on

our

assessment

of

changing

economic,

market,

industry

and

issuer

conditions.

We

use

a

top-down

analysis

of

macroeconomic

trends,

combined

with

a

bottom-up

fundamental

analysis

of

market

sectors,

industries

and

issuers,

to

try

to

take

advantage

of

varying

sector

reactions

to

economic

events.

Although

the

Fund

may

invest

in

individual

securities

of

any

maturity,

the

Fund

is

a

term

fund

and

is

managed

to

mature

in

2022.

Over

time,

the

Fund’s

duration

and

weighted

average

maturity

will

decline

as

2022

approaches.

In

the

later

months

of

operation,

when

the

debt

securities

held

by

the

Fund

mature,

the

proceeds

from

such

securities

will

be

held

in

cash,

cash

equivalents

and

money

market

instruments,

including

affiliated

money

market

funds,

or

invested

in

short-term

bonds.

In

early

December

2022,

the

Fund

is

expected

to

consist

almost

entirely

of

cash,

cash

equivalents

and

money

market

instruments.

The

Fund

is

not

designed

for

long-term

capital

appreciation

and

does

not

provide

a

complete

solution

for

a

shareholder’s

retirement

income

needs.

The

Fund

does

not

guarantee

a

level

of

dividends,

income

or

principal

at

or

before

its

target

maturity

date.

Manager’s

Discussion

During

the

period

under

review,

the

Fund’s

allocation

to

investment-grade

corporate

securities

was

the

primary

contributor

to

relative

performance.

The

Fund’s

allocation

to

the

asset-backed

security

sector

also

benefited

performance,

along

with

selection

in

U.S.

agency

debt.

Conversely,

security

selection

in

investment-grade

corporate

securities

detracted

from

results,

as

did

selection

within

sovereign

developed-market

debt.

The

Fund’s

slight

overweight

duration

positioning

benefited

results.

Portfolio

Composition

11/30/20

%

of

Total

Net

Assets

Corporate

Bonds

64.1%

U.S.

Government

and

Agency

Securities

17.8%

Foreign

Government

and

Agency

Securities

5.5%

Asset-Backed

Securities

4.2%

Short-Term

Investments

&

Other

Net

Assets

8.4%

1.

Source:

FactSet.

The

index

is

unmanaged

and

includes

reinvestment

of

any

income

or

distributions.

It

does

not

reflect

any

fees,

expenses

or

sales

charges.

One

cannot

invest

directly

in

an

index,

and

an

index

is

not

representative

of

the

Fund’s

portfolio.

See

www.franklintempletondatasources.com

for

additional

data

provider

information.

The

dollar

value,

number

of

shares

or

principal

amount,

and

names

of

all

portfolio

holdings

are

listed

in

the

Fund’s

Statement

of

Investments

(SOI).

The

SOI

begins

on

page

28

.

Franklin

Payout

2022

Fund

14

franklintempleton.com

Semiannual

Report

*Securities

are

listed

by

issuer,

which

may

appear

by

another

name

in

the

SOI.

At

period-end,

we

remained

overweighted

and

focused

on

investment-grade

corporate

credit

securities.

This

focus

is

based

on

our

belief

that

valuations

remained

relatively

attractive

at

quarter-end

on

a

longer-term

basis

as

well

as

the

increased

earnings

potential

available

from

this

sector.

Conversely,

we

maintained

an

underweighted

allocation

to

the

U.S.

Treasury

sector

as

its

valuations

and

income

levels

remained

unattractive,

in

our

view.

We

maintained

a

small

overweight

duration

positioning

in

the

portfolio,

driven

largely

by

our

focus

on

final

maturity

dates

closer

to

year-end

as

compared

to

the

index.

Thank

you

for

your

participation

in

Franklin

Payout

2022

Fund.

We

look

forward

to

serving

your

future

investment

needs.

David

Yuen,

CFS,

FRM

Tina

Chou

Thomas

Runkel,

CFA

Portfolio

Management

Team

The

foregoing

information

reflects

our

analysis,

opinions

and

portfolio

holdings

as

of

November

30,

2020

,

the

end

of

the

reporting

period.

The

way

we

implement

our

main

investment

strategies

and

the

resulting

portfolio

holdings

may

change

depending

on

factors

such

as

market

and

economic

conditions.

These

opinions

may

not

be

relied

upon

as

investment

advice

or

an

offer

for

a

particular

security.

The

information

is

not

a

complete

analysis

of

every

aspect

of

any

market,

country,

industry,

security

or

the

Fund.

Statements

of

fact

are

from

sources

considered

reliable,

but

the

investment

manager

makes

no

representation

or

warranty

as

to

their

completeness

or

accuracy.

Although

historical

performance

is

no

guarantee

of

future

results,

these

insights

may

help

you

understand

our

investment

management

philosophy.

Top

10

Holdings*

11/30/20

Issuer

%

of

Total

Net

Assets

a

a

U.S.

Treasury

Notes

9.4%

FHLB

8.4%

International

Business

Machines

Corp.

2.8%

International

Bank

for

Reconstruction

&

Development

2.8%

United

Parcel

Service,

Inc.

2.8%

Walmart,

Inc.

2.8%

Philip

Morris

International,

Inc.

2.8%

MetLife,

Inc.

2.8%

Caterpillar

Financial

Services

Corp.

2.8%

UnitedHealth

Group,

Inc.

2.8%

Performance

Summary

as

of

November

30,

2020

Franklin

Payout

2022

Fund

15

franklintempleton.com

Semiannual

Report

The

performance

table

does

not

reflect

any

taxes

that

a

shareholder

would

pay

on

Fund

dividends,

capital

gain

distributions,

if

any,

or

any

realized

gains

on

the

sale

of

Fund

shares.

Total

return

reflects

reinvestment

of

the

Fund’s

dividends

and

capital

gain

distributions,

if

any,

and

any

unrealized

gains

or

losses.

Your

dividend

income

will

vary

depending

on

dividends

or

interest

paid

by

securities

in

the

Fund’s

portfolio,

adjusted

for

operating

expenses

of

each

class.

Capital

gain

distributions

are

net

profits

realized

from

the

sale

of

portfolio

securities.

Performance

as

of

11/30/20

1

Cumulative

total

return

excludes

sales

charges.

Average

annual

total

return

includes

maximum

sales

charges.

Sales

charges

will

vary

depending

on

the

size

of

the

investment

and

the

class

of

share

purchased.

The

maximum

and

minimum

is

0%.

Advisor

Class:

no

sales

charges.

For

other

share

classes,

call

a

Franklin

Templeton

Institutional

Services

representative

at

(800)

321-8563

.

Performance

data

represent

past

performance,

which

does

not

guarantee

future

results.

Investment

return

and

principal

value

will

fluctuate,

and

you

may

have

a

gain

or

loss

when

you

sell

your

shares.

Current

performance

may

differ

from

figures

shown.

For

most

recent

month-end

performance,

call

a

Franklin

Templeton

Institutional

Services

representative

at

(800)

321-8563

.

Share

Class

Cumulative

Total

Return

2

Average

Annual

Total

Return

3

–

Advisor

6-Month

+0.76%

+0.76%

1-Year

+4.40%

+4.40%

Since

Inception

(1/23/18)

+11.93%

+4.03%

See

page

16

for

Performance

Summary

footnotes.

Franklin

Payout

2022

Fund

Performance

Summary

16

franklintempleton.com

Semiannual

Report

Each

class

of

shares

is

available

to

certain

eligible

investors

and

has

different

annual

fees

and

expenses,

as

described

in

the

prospectus.

All

investments

involve

risks,

including

possible

loss

of

principal.

Changes

in

the

financial

strength

of

a

bond

issuer

or

in

a

bond’s

credit

rating

may

affect

its

value.

Interest

rate

movements

will

affect

the

Fund’s

share

price

and

yield.

Bond

prices

generally

move

in

the

opposite

direction

of

interest

rates.

As

the

prices

of

bonds

in

the

Fund

adjust

to

a

rise

in

interest

rates,

the

Fund’s

share

price

may

decline.

Because

the

Fund

can

only

distribute

what

it

earns,

the

Fund’s

distri-

butions

to

shareholders

may

decline

when

prevailing

interest

rates

fall

or

when

the

Fund

experiences

defaults

on

debt

securities

it

holds.

Interest

earned

on

floating

rate

loans

varies

with

changes

in

prevailing

interest

rates.

Therefore,

while

floating

rate

loans

offer

higher

interest

income

when

interest

rates

rise,

they

will

also

generate

less

income

when

interest

rates

decline.

Unexpected

events

and

their

aftermaths,

such

as

the

spread

of

deadly

diseases;

natural,

environmen-

tal

or

man-made

disasters;

financial,

political

or

social

disruptions;

terrorism

and

war;

and

other

tragedies

or

catastrophes,

can

cause

investor

fear

and

panic,

which

can

adversely

affect

the

economies

of

many

companies,

sectors,

nations,

regions

and

the

market

in

general,

in

ways

that

cannot

necessarily

be

foreseen.

The

Fund’s

prospectus

also

includes

a

description

of

the

main

investment

risks.

1.

The

Fund

has

an

expense

reduction

and

a

fee

waiver

associated

with

any

investments

it

makes

in

a

Franklin

Templeton

money

fund

and/or

other

Franklin

Templeton

fund,

contractually

guaranteed

through

9/30/21.

Fund

investment

results

reflect

the

expense

reduction

and

fee

waiver;

without

these

reductions,

the

results

would

have

been

lower.

2.

Cumulative

total

return

represents

the

change

in

value

of

an

investment

over

the

periods

indicated.

3.

Average

annual

total

return

represents

the

average

annual

change

in

value

of

an

investment

over

the

periods

indicated.

Return

for

less

than

one

year,

if

any,

has

not

been

annualized.

4.

Figures

are

as

stated

in

the

Fund’s

current

prospectus

and

may

differ

from

the

expense

ratios

disclosed

in

the

Your

Fund’s

Expenses

and

Financial

Highlights

sections

in

this

report.

In

periods

of

market

volatility,

assets

may

decline

significantly,

causing

total

annual

Fund

operating

expenses

to

become

higher

than

the

figures

shown.

See

www.franklintempletondatasources.com

for

additional

data

provider

information.

Total

Annual

Operating

Expenses

4

Share

Class

With

Fee

Waiver

Without

Fee

Waiver

Advisor

0.45%

3.90%

Your

Fund’s

Expenses

Franklin

Payout

2022

Fund

17

franklintempleton.com

Semiannual

Report

As

a

Fund

shareholder,

you

can

incur

two

types

of

costs:

(1)

transaction

costs,

including

sales

charges

(loads)

on

Fund

purchases

and

redemptions;

and

(2)

ongoing

Fund

costs,

including

management

fees,

distribution

and

service

(12b-1)

fees,

and

other

Fund

expenses.

All

mutual

funds

have

ongoing

costs,

sometimes

referred

to

as

operating

expenses.

The

table

below

shows

ongoing

costs

of

investing

in

the

Fund

and

can

help

you

understand

these

costs

and

compare

them

with

those

of

other

mutual

funds.

The

table

assumes

a

$1,000

investment

held

for

the

six

months

indicated.

Actual

Fund

Expenses

The

table

below

provides

information

about

actual

account

values

and

actual

expenses

in

the

columns

under

the

heading

“Actual.”

In

these

columns

the

Fund’s

actual

return,

which

includes

the

effect

of

Fund

expenses,

is

used

to

calculate

the

“Ending

Account

Value”

for

each

class

of

shares.

You

can

estimate

the

expenses

you

paid

during

the

period

by

following

these

steps

(

of

course,

your

account

value

and

expenses

will

differ

from

those

in

this

illustration

):

Divide

your

account

value

by

$1,000

(

if

your

account

had

an

$8,600

value,

then

$8,600

÷

$1,000

=

8.6

).

Then

multiply

the

result

by

the

number

in

the

row

for

your

class

of

shares

under

the

headings

“Actual”

and

“Expenses

Paid

During

Period”

(

if

Actual

Expenses

Paid

During

Period

were

$7.50,

then

8.6

x

$7.50

=

$64.50

).

In

this

illustration,

the

actual

expenses

paid

this

period

are

$64.50.

Hypothetical

Example

for

Comparison

with

Other

Funds

Under

the

heading

“Hypothetical”

in

the

table,

information

is

provided

about

hypothetical

account

values

and

hypothetical

expenses

based

on

the

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses,

which

is

not

the

Fund’s

actual

return.

This

information

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period,

but

it

can

help

you

compare

ongoing

costs

of

investing

in

the

Fund

with

those

of

other

funds.

To

do

so,

compare

this

5%

hypothetical

example

for

the

class

of

shares

you

hold

with

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

other

funds.

Please

note

that

expenses

shown

in

the

table

are

meant

to

highlight

ongoing

costs

and

do

not

reflect

any

transactional

costs.

Therefore,

information

under

the

heading

“Hypothetical”

is

useful

in

comparing

ongoing

costs

only,

and

will

not

help

you

compare

total

costs

of

owning

different

funds.

In

addition,

if

transactional

costs

were

included,

your

total

costs

would

have

been

higher.

1.

Expenses

are

equal

to

the

annualized

expense

ratio

for

the

six-month

period

as

indicated

above—in

the

far

right

column—multiplied

by

the

simple

average

account

value

over

the

period

indicated,

and

then

multiplied

by

183/365

to

reflect

the

one-half

year

period.

2.

Reflects

expenses

after

fee

waivers

and

expense

reimbursements.

Does

not

inc

lude

acquired

fund

fees

and

expenses.

Actual

(actual

return

after

expenses)

Hypothetical

(5%

annual

return

before

expenses)

Share

Class

Beginning

Account

Value

6/1/20

Ending

Account

Value

11/30/20

Expenses

Paid

During

Period

6/1/20–11/30/20

1,2

Ending

Account

Value

11/30/20

Expenses

Paid

During

Period

6/1/20–11/30/20

1,2

a

Net

Annualized

Expense

Ratio

2

R6

$1,000

$1,007.55

$1.45

$1,023.62

$1.46

0.29%

Advisor

$1,000

$1,007.55

$1.45

$1,023.62

$1.46

0.29%

Franklin

Fund

Allocator

Series

Financial

Highlights

Franklin

Payout

2020

Fund

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

18

a

Six

Months

Ended

November

30,

2020

(unaudited)

Year

Ended

May

31,

Year

Ended

May

31,

2016

a

2020

2019

2018

2017

Class

R6

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$10.07

$10.04

$9.95

$10.17

$10.17

$10.00

Income

from

investment

operations

b

:

Net

investment

income

c

.............

0.07

0.20

0.21

0.20

0.21

0.20

Net

realized

and

unrealized

gains

(losses)

(0.05)

0.03

0.09

(0.22)

(0.01)

0.11

Total

from

investment

operations

........

0.02

0.23

0.30

(0.02)

0.20

0.31

Less

distributions

from:

Net

investment

income

..............

—

(0.20)

(0.21)

(0.20)

(0.20)

(0.14)

Net

asset

value,

end

of

period

..........

$10.09

$10.07

$10.04

$9.95

$10.17

$10.17

Total

return

d

.......................

0.20%

2.36%

3.03%

(0.18)%

1.99%

3.10%

Ratios

to

average

net

assets

e

Expenses

before

waiver

and

payments

by

affiliates

..........................

2.86%

3.60%

3.23%

2.74%

2.72%

3.59%

Expenses

net

of

waiver

and

payments

by

affiliates

..........................

0.29%

f

0.29%

f

0.29%

0.30%

0.30%

0.29%

Net

investment

income

...............

1.32%

1.98%

2.07%

2.03%

2.02%

2.01%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$2,045

$2,042

$2,037

$2,018

$2,062

$2,061

Portfolio

turnover

rate

................

—%

—%

6.50%

—%

1.28%

4.23%

a

For

the

period

June

1,

2015

(commencement

of

operations)

to

May

31,

2016.

b

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

of

Operations

for

the

period

due

to

the

timing

of

sales

and

repurchases

of

the

Fund’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

c

Based

on

average

daily

shares

outstanding.

d

Total

return

is

not

annualized

for

periods

less

than

one

year.

e

Ratios

are

annualized

for

periods

less

than

one

year.

f

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

Franklin

Fund

Allocator

Series

Financial

Highlights

Franklin

Payout

2020

Fund

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

19

a

Six

Months

Ended

November

30,

2020

(unaudited)

Year

Ended

May

31,

Year

Ended

May

31,

2016

a

2020

2019

2018

2017

Advisor

Class

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$10.07

$10.04

$9.95

$10.17

$10.17

$10.00

Income

from

investment

operations

b

:

Net

investment

income

c

.............

0.07

0.20

0.21

0.20

0.21

0.20

Net

realized

and

unrealized

gains

(losses)

(0.05)

0.03

0.08

(0.22)

(0.01)

0.11

Total

from

investment

operations

........

0.02

0.23

0.29

(0.02)

0.20

0.31

Less

distributions

from:

Net

investment

income

..............

—

(0.20)

(0.20)

(0.20)

(0.20)

(0.14)

Net

asset

value,

end

of

period

..........

$10.09

$10.07

$10.04

$9.95

$10.17

$10.17

Total

return

d

.......................

0.20%

2.36%

3.02%

(0.18)%

2.00%

3.10%

Ratios

to

average

net

assets

e

Expenses

before

waiver

and

payments

by

affiliates

..........................

2.86%

3.60%

3.23%

2.74%

2.72%

3.59%

Expenses

net

of

waiver

and

payments

by

affiliates

..........................

0.29%

f

0.29%

f

0.30%

0.31%

0.30%

0.29%

Net

investment

income

...............

1.32%

1.98%

2.06%

2.02%

2.02%

2.01%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$2,045

$2,042

$2,037

$2,018

$2,062

$2,061

Portfolio

turnover

rate

................

—%

—%

6.50%

—%

1.28%

4.23%

a

For

the

period

June

1,

2015

(commencement

of

operations)

to

May

31,

2016.

b

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

of

Operations

for

the

period

due

to

the

timing

of

sales

and

repurchas-

es

of

the

Fund’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

c

Based

on

average

daily

shares

outstanding.

d

Total

return

is

not

annualized

for

periods

less

than

one

year.

e

Ratios

are

annualized

for

periods

less

than

one

year.

f

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

Franklin

Fund

Allocator

Series

Statement

of

Investments

(unaudited),

November

30,

2020

Franklin

Payout

2020

Fund

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

20

a

a

Principal

Amount

a

Value

a

a

a

a

a

Corporate

Bonds

3.7%

Food

Products

2.4%

Hershey

Co.

(The)

,

Senior

Note

,

4.125

%

,

12/01/20

..........................

$

100,000

$

100,000

Health

Care

Providers

&

Services

1.3%

Cigna

Holding

Co.

,

Senior

Note

,

4.375

%

,

12/15/20

..........................

50,000

50,054

Total

Corporate

Bonds

(Cost

$150,000)

........................................

150,054

U.S.

Government

and

Agency

Securities

9.9%

FHLB,

3.125%,

12/11/20

..............................................

200,000

200,169

U.S.

Treasury

Notes,

2.375%,

12/31/20

...................................

205,000

205,377

Total

U.S.

Government

and

Agency

Securities

(Cost

$405,175)

....................

405,546

Total

Long

Term

Investments

(Cost

$555,175)

...................................

555,600

a

a

a

a

a

Short

Term

Investments

85.7%

Shares

a

Money

Market

Funds

85.7%

a,b

Institutional

Fiduciary

Trust

-

Money

Market

Portfolio,

0%

......................

3,503,893

3,503,893

Total

Money

Market

Funds

(Cost

$3,503,893)

...................................

3,503,893

Total

Short

Term

Investments

(Cost

$3,503,893

)

.................................

3,503,893

a

Total

Investments

(Cost

$4,059,068)

99.3%

.....................................

$4,059,493

Other

Assets,

less

Liabilities

0.7%

.............................................

31,272

Net

Assets

100.0%

...........................................................

$4,090,765

See

Abbreviations

on

page

41

.

a

See

Note

3(d)

regarding

investments

in

affiliated

management

investment

companies.

b

The

rate

shown

is

the

annualized

seven-day

effective

yield

at

period

end.

Franklin

Fund

Allocator

Series

Financial

Highlights

Franklin

Payout

2021

Fund

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

21

a

Six

Months

Ended

November

30,

2020

(unaudited)

Year

Ended

May

31,

Year

Ended

May

31,

2016

a

2020

2019

2018

2017

Class

R6

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$10.31

$10.12

$9.96

$10.25

$10.30

$10.00

Income

from

investment

operations

b

:

Net

investment

income

c

.............

0.10

0.22

0.23

0.23

0.23

0.22

Net

realized

and

unrealized

gains

(losses)

(0.05)

0.19

0.17

(0.29)

(0.06)

0.23

Total

from

investment

operations

........

0.05

0.41

0.40

(0.06)

0.17

0.45

Less

distributions

from:

Net

investment

income

..............

—

(0.22)

(0.23)

(0.23)

(0.22)

(0.15)

Net

realized

gains

.................

—

—

(0.01)

—

—

—

Total

distributions

...................

—

(0.22)

(0.24)

(0.23)

(0.22)

(0.15)

Net

asset

value,

end

of

period

..........

$10.36

$10.31

$10.12

$9.96

$10.25

$10.30

Total

return

d

.......................

0.48%

4.15%

4.04%

(0.65)%

1.68%

4.55%

Ratios

to

average

net

assets

e

Expenses

before

waiver

and

payments

by

affiliates

..........................

3.78%

3.50%

3.05%

2.50%

2.85%

3.56%

Expenses

net

of

waiver

and

payments

by

affiliates

..........................

0.29%

f

0.29%

f

0.29%

0.30%

0.30%

0.29%

Net

investment

income

...............

1.85%

2.12%

2.32%

2.25%

2.22%

2.21%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$2,102

$2,093

$2,054

$2,022

$2,081

$2,090

Portfolio

turnover

rate

................

—%

5.31%

7.67%

—%

—%

—%

a

For

the

period

June

1,

2015

(commencement

of

operations)

to

May

31,

2016.

b

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

of

Operations

for

the

period

due

to

the

timing

of

sales

and

repurchases

of

the

Fund’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

c

Based

on

average

daily

shares

outstanding.

d

Total

return

is

not

annualized

for

periods

less

than

one

year.

e

Ratios

are

annualized

for

periods

less

than

one

year.

f

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

Franklin

Fund

Allocator

Series

Financial

Highlights

Franklin

Payout

2021

Fund

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

22

a

Six

Months

Ended

November

30,

2020

(unaudited)

Year

Ended

May

31,

Year

Ended

May

31,

2016

a

2020

2019

2018

2017

Advisor

Class

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$10.31

$10.12

$9.96

$10.25

$10.30

$10.00

Income

from

investment

operations

b

:

Net

investment

income

c

.............

0.10

0.22

0.23

0.23

0.23

0.22

Net

realized

and

unrealized

gains

(losses)

(0.05)

0.19

0.17

(0.29)

(0.06)

0.23

Total

from

investment

operations

........

0.05

0.41

0.40

(0.06)

0.17

0.45

Less

distributions

from:

Net

investment

income

..............

—

(0.22)

(0.23)

(0.23)

(0.22)

(0.15)

Net

realized

gains

.................

—

—

(0.01)

—

—

—

Total

distributions

...................

—

(0.22)

(0.24)

(0.23)

(0.22)

(0.15)

Net

asset

value,

end

of

period

..........

$10.36

$10.31

$10.12

$9.96

$10.25

$10.30

Total

return

d

.......................

0.48%

4.15%

4.02%

(0.65)%

1.69%

4.55%

Ratios

to

average

net

assets

e

Expenses

before

waiver

and

payments

by

affiliates

..........................

3.78%

3.50%

3.05%

2.50%

2.85%

3.56%

Expenses

net

of

waiver

and

payments

by

affiliates

..........................

0.29%

f

0.29%

f

0.30%

0.31%

0.30%

0.29%

Net

investment

income

...............

1.85%

2.12%

2.31%

2.23%

2.22%

2.21%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$2,102

$2,093

$2,054

$2,022

$2,081

$2,090

Portfolio

turnover

rate

................

—%

5.31%

7.67%

—%

—%

—%

a

For

the

period

June

1,

2015

(commencement

of

operations)

to

May

31,

2016.

b

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

of

Operations

for

the

period

due

to

the

timing

of

sales

and

repurchas-

es

of

the

Fund’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

c

Based

on

average

daily

shares

outstanding.

d

Total

return

is

not

annualized

for

periods

less

than

one

year.

e

Ratios

are

annualized

for

periods

less

than

one

year.

f

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

Franklin

Fund

Allocator

Series

Statement

of

Investments

(unaudited),

November

30,

2020

Franklin

Payout

2021

Fund

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

23

a

a

Country

Principal

Amount

*

a

Value

a

a

a

a

a

a

Corporate

Bonds

59.6%

Aerospace

&

Defense

2.4%

Boeing

Co.

(The)

,

Senior

Note

,

2.35

%

,

10/30/21

..............

United

States

100,000

$

101,405

Beverages

2.4%

PepsiCo,

Inc.

,

Senior

Note

,

1.7

%

,

10/06/21

..................

United

States

100,000

101,150

Biotechnology

2.5%

Gilead

Sciences,

Inc.

,

Senior

Note

,

4.4

%

,

12/01/21

............

United

States

100,000

102,968

Capital

Markets

2.4%

Bank

of

New

York

Mellon

Corp.

(The)

,

Senior

Note

,

3.55

%

,

9/23/21

United

States

100,000

102,432

Chemicals

2.4%

Air

Products

and

Chemicals,

Inc.

,

Senior

Note

,

3

%

,

11/03/21

.....

United

States

100,000

102,501

Consumer

Finance

4.9%

Caterpillar

Financial

Services

Corp.

,

Senior

Note

,

1.931

%

,

10/01/21

United

States

100,000

101,392

John

Deere

Capital

Corp.

,

Senior

Note

,

3.15

%

,

10/15/21

........

United

States

100,000

102,563

203,955

Diversified

Financial

Services

2.5%

Berkshire

Hathaway,

Inc.

,

Senior

Note

,

3.75

%

,

8/15/21

.........

United

States

100,000

102,565

Diversified

Telecommunication

Services

2.5%

a

Telstra

Corp.

Ltd.

,

Senior

Bond

,

144A,

4.8

%

,

10/12/21

..........

Australia

100,000

103,818

Electric

Utilities

3.6%

Baltimore

Gas

and

Electric

Co.

,

Senior

Note

,

3.5

%

,

11/15/21

.....

United

States

50,000

51,120

Duke

Energy

Corp.

,

Senior

Note

,

1.8

%

,

9/01/21

..............

United

States

100,000

100,969

152,089

Electrical

Equipment

2.4%

Emerson

Electric

Co.

,

Senior

Note

,

2.625

%

,

12/01/21

..........

United

States

100,000

102,154

Energy

Equipment

&

Services

2.4%

Halliburton

Co.

,

Senior

Note

,

3.25

%

,

11/15/21

................

United

States

100,000

101,947

Food

&

Staples

Retailing

2.4%

Kroger

Co.

(The)

,

Senior

Note

,

2.95

%

,

11/01/21

..............

United

States

50,000

51,070

Walgreens

Boots

Alliance,

Inc.

,

Senior

Note

,

3.3

%

,

11/18/21

.....

United

States

50,000

51,143

102,213

Food

Products

1.2%

General

Mills,

Inc.

,

Senior

Bond

,

3.15

%

,

12/15/21

.............

United

States

50,000

51,045

Health

Care

Providers

&

Services

2.4%

UnitedHealth

Group,

Inc.

,

Senior

Note

,

3.375

%

,

11/15/21

.......

United

States

100,000

102,148

Hotels,

Restaurants

&

Leisure

2.4%

Marriott

International,

Inc.

,

N

,

Senior

Note

,

3.125

%

,

10/15/21

.....

United

States

50,000

50,636

Yum!

Brands,

Inc.

,

Senior

Bond

,

3.75

%

,

11/01/21

.............

United

States

50,000

50,979

101,615

Industrial

Conglomerates

2.5%

General

Electric

Co.

,

Senior

Note

,

4.65

%

,

10/17/21

............

United

States

100,000

103,712

Franklin

Fund

Allocator

Series

Statement

of

Investments

(unaudited)

Franklin

Payout

2021

Fund

(continued)

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

24

a

a

Country

Principal

Amount

*

a

Value

a

a

a

a

a

a

Corporate

Bonds

(continued)

Insurance

3.7%

a

New

York

Life

Global

Funding

,

Secured

Note

,

144A,

1.7

%

,

9/14/21

United

States

100,000

$

101,142

Prudential

Financial,

Inc.

,

Senior

Note

,

4.5

%

,

11/16/21

.........

United

States

50,000

52,015

153,157

Oil,

Gas

&

Consumable

Fuels

6.2%

BP

Capital

Markets

plc

,

Senior

Note

,

3.561

%

,

11/01/21

.........

United

Kingdom

100,000

102,927

Total

Capital

SA

,

Senior

Bond

,

4.25

%

,

12/15/21

...............

France

100,000

104,212

Williams

Cos.,

Inc.

(The)

,

Senior

Note

,

4

%

,

11/15/21

...........

United

States

50,000

51,245

258,384

Pharmaceuticals

2.4%

Johnson

&

Johnson

,

Senior

Note

,

2.45

%

,

12/05/21

............

United

States

100,000

102,247

Road

&

Rail

1.2%

Norfolk

Southern

Corp.

,

Senior

Bond

,

3.25

%

,

12/01/21

.........

United

States

50,000

51,154

Semiconductors

&

Semiconductor

Equipment

2.4%

Intel

Corp.

,

Senior

Bond

,

3.3

%

,

10/01/21

....................

United

States

100,000

102,499

Tobacco

2.4%

Philip

Morris

International,

Inc.

,

Senior

Note

,

2.9

%

,

11/15/21

.....

United

States

100,000

102,463

Total

Corporate

Bonds

(Cost

$2,460,188)

.......................................

2,507,621

Foreign

Government

and

Agency

Securities

4.9%

Equinor

ASA

,

Senior

Note

,

2.75

%

,

11/10/21

..................

Norway

100,000

102,395

European

Investment

Bank

,

Senior

Note

,

2.125

%

,

10/15/21

.....

Supranational

b

100,000

101,726

Total

Foreign

Government

and

Agency

Securities

(Cost

$200,039)

................

204,121

U.S.

Government

and

Agency

Securities

17.5%

FFCB,

2%,

12/01/21

...................................

United

States

200,000

203,743

FHLB,

2.625%,

12/10/21

................................

United

States

200,000

205,150

U.S.

Treasury

Notes

,

1.875%,

11/30/21

....................................

United

States

160,000

162,816

2.125%,

12/31/21

....................................

United

States

160,000

163,494

Total

U.S.

Government

and

Agency

Securities

(Cost

$720,711)

....................

735,203

Municipal

Bonds

2.5%

California

2.5%

State

of

California,

GO,

5.7%,

11/01/21

.....................

United

States

100,000

104,885

Total

Municipal

Bonds

(Cost

$102,736)

.........................................

104,885

Total

Long

Term

Investments

(Cost

$3,483,674)

.................................

3,551,830

a

Franklin

Fund

Allocator

Series

Statement

of

Investments

(unaudited)

Franklin

Payout

2021

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

25

Short

Term

Investments

14.5%

a

a

Country

Shares

a

Value

a

Money

Market

Funds

14.5%

c,d

Institutional

Fiduciary

Trust

-

Money

Market

Portfolio,

0%

........

United

States

608,413

$

608,413

Total

Money

Market

Funds

(Cost

$608,413)

.....................................

608,413

Total

Short

Term

Investments

(Cost

$608,413

)

..................................

608,413

a

Total

Investments

(Cost

$4,092,087)

99.0%

.....................................

$4,160,243

Other

Assets,

less

Liabilities

1.0%

.............................................

44,497

Net

Assets

100.0%

...........................................................

$4,204,740

See

Abbreviations

on

page

41

.

*

The

principal

amount

is

stated

in

U.S.

dollars

unless

otherwise

indicated.

a

Security

was

purchased

pursuant

to

Rule

144A

or

Regulation

S

under

the

Securities

Act

of

1933.

144A

securities

may

be

sold

in

transactions

exempt

from

registration

only

to

qualified

institutional

buyers

or

in

a

public

offering

registered

under

the

Securities

Act

of

1933.

Regulation

S

securities

cannot

be

sold

in

the

United

States

without

either

an

effective

registration

statement

filed

pursuant

to

the

Securities

Act

of

1933,

or

pursuant

to

an

exemption

from

registration.

At

November

30,

2020,

the

aggregate

value

of

these

securities

was

$204,960,

representing

4.9%

of

net

assets.

b

A

supranational

organization

is

an

entity

formed

by

two

or

more

central

governments

through

international

treaties.

c

See

Note

3(d)

regarding

investments

in

affiliated

management

investment

companies.

d

The

rate

shown

is

the

annualized

seven-day

effective

yield

at

period

end.

Franklin

Fund

Allocator

Series

Financial

Highlights

Franklin

2022

Payout

Fund

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

26

a

Six

Months

Ended

November

30,

2020

(unaudited)

Year

Ended

May

31,

Year

Ended

May

31,

2018

a

2020

2019

Class

R6

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

..............................

$10.59

$10.24

$9.94

$10.00

Income

from

investment

operations

b

:

Net

investment

income

c

......................................

0.12

0.25

0.25

0.08

Net

realized

and

unrealized

gains

(losses)

........................

(0.04)

0.35

0.29

(0.14)

Total

from

investment

operations

.................................

0.08

0.60

0.54

(0.06)

Less

distributions

from:

Net

investment

income

.......................................

—

(0.25)

(0.24)

—

Net

asset

value,

end

of

period

...................................

$10.67

$10.59

$10.24

$9.94

Total

return

d

................................................

0.76%

5.94%

5.51%

(0.60)%

Ratios

to

average

net

assets

e

Expenses

before

waiver

and

payments

by

affiliates

...................

3.97%

3.89%

4.62%

4.58%

Expenses

net

of

waiver

and

payments

by

affiliates

....................

0.29%

f

0.29%

f

0.29%

f

0.30%

Net

investment

income

........................................

2.19%

2.39%

2.50%

2.36%

Supplemental

data

Net

assets,

end

of

period

(000’s)

.................................

$1,868

$1,853

$1,792

$1,739

Portfolio

turnover

rate

.........................................

—%

—%

—%

—%

a

For

the

period

January

23,

2018

(commencement

of

operations)

to

May

31,

2018.

b

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

of

Operations

for

the

period

due

to

the

timing

of

sales

and

repurchases

of

the

Fund’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

c

Based

on

average

daily

shares

outstanding.

d

Total

return

is

not

annualized

for

periods

less

than

one

year.

e

Ratios

are

annualized

for

periods

less

than

one

year.

f

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

Franklin

Fund

Allocator

Series

Financial

Highlights

Franklin

2022

Payout

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

27

a

Six

Months

Ended

November

30,

2020

(unaudited)

Year

Ended

May

31,

Year

Ended

May

31,

2018

a

2020

2019

Advisor

Class

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

..............................

$10.59

$10.24

$9.94

$10.00

Income

from

investment

operations

b

:

Net

investment

income

c

......................................

0.12

0.25

0.25

0.08

Net

realized

and

unrealized

gains

(losses)

........................

(0.04)

0.35

0.28

(0.14)

Total

from

investment

operations

.................................

0.08

0.60

0.53

(0.06)

Less

distributions

from:

Net

investment

income

.......................................

—

(0.25)

(0.23)

—

Net

asset

value,

end

of

period

...................................

$10.67

$10.59

$10.24

$9.94

Total

return

d

................................................

0.76%

5.95%

5.48%

(0.60)%

Ratios

to

average

net

assets

e

Expenses

before

waiver

and

payments

by

affiliates

...................

3.98%

3.89%

4.62%

4.58%

Expenses

net

of

waiver

and

payments

by

affiliates

....................

0.29%

f

0.29%

f

0.30%

f

0.33%

Net

investment

income

........................................

2.19%

2.39%

2.49%

2.33%

Supplemental

data

Net

assets,

end

of

period

(000’s)

.................................

$1,868

$1,853

$1,792

$1,739

Portfolio

turnover

rate

.........................................

—%

—%

—%

—%

a

For

the

period

January

23,

2018

(commencement

of

operations)

to

May

31,

2018.

b

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

of

Operations

for

the

period

due

to

the

timing

of

sales

and

repurchas-

es

of

the

Fund’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

c

Based

on

average

daily

shares

outstanding.

d

Total

return

is

not

annualized

for

periods

less

than

one

year.

e

Ratios

are

annualized

for

periods

less

than

one

year.

f

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

Franklin

Fund

Allocator

Series

Statement

of

Investments

(unaudited),

November

30,

2020

Franklin

Payout

2022

Fund

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

28

a

a

Country

Principal

Amount

*

a

Value

a

a

a

a

a

a

Corporate

Bonds

64.1%

Aerospace

&

Defense

4.1%

General

Dynamics

Corp.

,

Senior

Bond

,

2.25

%

,

11/15/22

........

United

States

100,000

$

103,360

Raytheon

Co.

,

Senior

Bond

,

2.5

%

,

12/15/22

.................

United

States

50,000

51,811

155,171

Air

Freight

&

Logistics

2.8%

United

Parcel

Service,

Inc.

,

Senior

Note

,

2.45

%

,

10/01/22

.......

United

States

100,000

104,037

Banks

9.7%

Bank

of

America

Corp.

,

Senior

Note

,

2.503

%

,

10/21/22

.........

United

States

100,000

101,946

Bank

of

Montreal

,

Senior

Note

,

2.55

%

,

11/06/22

..............

Canada

100,000

104,246

Citigroup,

Inc.

,

Senior

Note

,

2.7

%

,

10/27/22

.................

United

States

50,000

52,100

JPMorgan

Chase

&

Co.

,

Senior

Note

,

3.25

%

,

9/23/22

..........

United

States

100,000

105,328

363,620

Biotechnology

1.4%

AbbVie,

Inc.

,

Senior

Note

,

2.9

%

,

11/06/22

...................

United

States

50,000

52,306

Consumer

Finance

5.6%

American

Express

Co.

,

Senior

Note

,

2.65

%

,

12/02/22

..........

United

States

100,000

104,632

Caterpillar

Financial

Services

Corp.

,

Senior

Note

,

2.55

%

,

11/29/22

United

States

100,000

104,388

209,020

Diversified

Telecommunication

Services

1.4%

Verizon

Communications,

Inc.

,

Senior

Note

,

2.45

%

,

11/01/22

.....

United

States

50,000

51,511

Electric

Utilities

1.4%

AEP

Texas,

Inc.

,

Senior

Note

,

2.4

%

,

10/01/22

................

United

States

50,000

51,674

Energy

Equipment

&

Services

2.8%

a

Schlumberger

Finance

Canada

Ltd.

,

Senior

Note

,

144A,

2.65

%

,

11/20/22

..........................................

United

States

100,000

103,829

Entertainment

2.8%

TWDC

Enterprises

18

Corp.

,

Senior

Note

,

2.35

%

,

12/01/22

......

United

States

100,000

103,856

Equity

Real

Estate

Investment

Trusts

(REITs)

1.4%

Realty

Income

Corp.

,

Senior

Note

,

3.25

%

,

10/15/22

...........

United

States

50,000

52,396

Food

&

Staples

Retailing

2.8%

Walmart,

Inc.

,

Senior

Note

,

2.35

%

,

12/15/22

.................

United

States

100,000

104,223

Health

Care

Providers

&

Services

2.8%

UnitedHealth

Group,

Inc.

,

Senior

Note

,

2.375

%

,

10/15/22

.......

United

States

100,000

103,855

Household

Products

2.8%

Colgate-Palmolive

Co.

,

Senior

Note

,

2.25

%

,

11/15/22

..........

United

States

100,000

103,885

Insurance

8.3%

a

MassMutual

Global

Funding

II

,

Senior

Secured

Note

,

144A,

2.5

%

,

10/17/22

..........................................

United

States

100,000

104,166

MetLife,

Inc.

,

Senior

Bond

,

1.564

%

,

12/15/22

................

United

States

100,000

105,232

a

Swiss

Re

Treasury

US

Corp.

,

Senior

Note

,

144A,

2.875

%

,

12/06/22

Switzerland

100,000

102,552

311,950

Franklin

Fund

Allocator

Series

Statement

of

Investments

(unaudited)

Franklin

Payout

2022

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

29

a

a

Country

Principal

Amount

*

a

Value

a

a

a

a

a

a

Corporate

Bonds

(continued)

IT

Services

4.2%

Fiserv,

Inc.

,

Senior

Note

,

3.5

%

,

10/01/22

....................

United

States

50,000

$

52,444

International

Business

Machines

Corp.

,

Senior

Note

,

2.875

%

,

11/09/22

..........................................

United

States

100,000

105,272

157,716

Multi-Utilities

1.4%

Public

Service

Enterprise

Group,

Inc.

,

Senior

Note

,

2.65

%

,

11/15/22

United

States

50,000

52,148

Oil,

Gas

&

Consumable

Fuels

2.8%

a

APT

Pipelines

Ltd.

,

Senior

Note

,

144A,

3.875

%

,

10/11/22

.......

Australia

50,000

52,490

ONEOK

Partners

LP

,

Senior

Bond

,

3.375

%

,

10/01/22

..........

United

States

50,000

52,096

104,586

Professional

Services

1.4%

Equifax,

Inc.

,

Senior

Note

,

3.3

%

,

12/15/22

...................

United

States

50,000

52,501

Technology

Hardware,

Storage

&

Peripherals

1.4%

NetApp,

Inc.

,

Senior

Note

,

3.25

%

,

12/15/22

..................

United

States

50,000

52,195

Tobacco

2.8%

Philip

Morris

International,

Inc.

,

Senior

Note

,

2.5

%

,

11/02/22

.....

United

States

100,000

104,099

Total

Corporate

Bonds

(Cost

$2,291,175)

.......................................

2,394,578

Foreign

Government

and

Agency

Securities

5.5%

International

Bank

for

Reconstruction

&

Development

,

Senior

Note

,

1.875

%

,

10/07/22

....................................

Supranational

b

100,000

103,034

International

Finance

Corp.

,

Senior

Note

,

2

%

,

10/24/22

.........

Supranational

b

100,000

103,416

Total

Foreign

Government

and

Agency

Securities

(Cost

$197,665)

................

206,450

U.S.

Government

and

Agency

Securities

17.8%

FHLB

,

1.875%,

12/09/22

....................................

United

States

150,000

155,213

2.5%,

12/09/22

.....................................

United

States

150,000

157,013

U.S.

Treasury

Notes

,

1.625%,

11/15/22

....................................

United

States

170,000

174,914

2%,

11/30/22

.......................................

United

States

170,000

176,285

Total

U.S.

Government

and

Agency

Securities

(Cost

$632,357)

....................

663,425

Asset-Backed

Securities

4.2%

Banks

1.4%

Capital

One

Multi-Asset

Execution

Trust

,

2017-A6

,

A6

,

2.29

%

,

7/15/25

...........................................

United

States

50,000

51,822

Consumer

Finance

2.8%

American

Express

Credit

Account

Master

Trust

,

2017-7

,

A

,

2.35

%

,

5/15/25

...........................................

United

States

100,000

103,960

Total

Asset-Backed

Securities

(Cost

$147,176)

..................................

155,782

Total

Long

Term

Investments

(Cost

$3,268,373)

.................................

3,420,235

a

Franklin

Fund

Allocator

Series

Statement

of

Investments

(unaudited)

Franklin

Payout

2022

Fund

(continued)

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

30

Short

Term

Investments

7.5%

a

a

Country

Shares

a

Value

a

Money

Market

Funds

7.5%

c,d

Institutional

Fiduciary

Trust

-

Money

Market

Portfolio,

0%

........

United

States

278,925

$

278,925

Total

Money

Market

Funds

(Cost

$278,925)

.....................................

278,925

Total

Short

Term

Investments

(Cost

$278,925

)

..................................

278,925

a

Total

Investments

(Cost

$3,547,298)

99.1%

.....................................

$3,699,160

Other

Assets,

less

Liabilities

0.9%

.............................................

36,265

Net

Assets

100.0%

...........................................................

$3,735,425

See

Abbreviations

on

page

41

.

*

The

principal

amount

is

stated

in

U.S.

dollars

unless

otherwise

indicated.

a

Security

was

purchased

pursuant

to

Rule

144A

or

Regulation

S

under

the

Securities

Act

of

1933.

144A

securities

may

be

sold

in

transactions

exempt

from

registration

only

to

qualified

institutional

buyers

or

in

a

public

offering

registered

under

the

Securities

Act

of

1933.

Regulation

S

securities

cannot

be

sold

in

the

United

States

without

either

an

effective

registration

statement

filed

pursuant

to

the

Securities

Act

of

1933,

or

pursuant

to

an

exemption

from

registration.

At

November

30,

2020,

the

aggregate

value

of

these

securities

was

$363,037,

representing

9.7%

of

net

assets.

b

A

supranational

organization

is

an

entity

formed

by

two

or

more

central

governments

through

international

treaties.

c

See

Note

3(d)

regarding

investments

in

affiliated

management

investment

companies.

d

The

rate

shown

is

the

annualized

seven-day

effective

yield

at

period

end.

Franklin

Fund

Allocator

Series

Financial

Statements

Statements

of

Assets

and

Liabilities

November

30,

2020

(unaudited)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

31

Franklin

Payout

2020

Fund

Franklin

Payout

2021

Fund

Franklin

Payout

2022

Fund

Assets:

Investments

in

securities:

Cost

-

Unaffiliated

issuers

.................................

$555,175

$3,483,674

$3,268,373

Cost

-

Non-controlled

affiliates

(Note

3

d

)

......................

3,503,893

608,413

278,925

Value

-

Unaffiliated

issuers

................................

$555,600

$3,551,830

$3,420,235

Value

-

Non-controlled

affiliates

(Note

3

d

)

.....................

3,503,893

608,413

278,925

Cash

..................................................

—

—

185

Receivables:

Interest

...............................................

8,060

22,339

16,010

Affiliates

..............................................

46,499

67,210

63,360

Other

assets

............................................

—

—

3

Total

assets

........................................

4,114,052

4,249,792

3,778,718

Liabilities:

Payables:

Transfer

agent

fees

......................................

42

48

138

Reports

to

shareholders

..................................

3,273

3,291

3,075

Registration

and

filing

fees

................................

6,975

6,947

6,038

Professional

fees

.......................................

10,061

33,145

32,385

Pricing

fees

...........................................

2,061

1,006

1,110

Accrued

expenses

and

other

liabilities

.........................

875

615

547

Total

liabilities

.......................................

23,287

45,052

43,293

Net

assets,

at

value

...............................

$4,090,765

$4,204,740

$3,735,425

Net

assets

consist

of:

Paid-in

capital

...........................................

$4,049,677

$4,054,606

$3,496,135

Total

distributable

earnings

(losses)

...........................

41,088

150,134

239,290

Net

assets,

at

value

...............................

$4,090,765

$4,204,740

$3,735,425

Franklin

Payout

2020

Fund

Franklin

Payout

2021

Fund

Franklin

Payout

2022

Fund

Class

R6:

Net

assets,

at

value

.....................................

$2,045,389

$2,102,376

$1,867,729

Shares

outstanding

......................................

202,763

203,001

175,000

Net

asset

value

and

maximum

offering

price

per

share

...........

$10.09

$10.36

$10.67

Advisor

Class:

Net

assets,

at

value

.....................................

$2,045,376

$2,102,364

$1,867,696

Shares

outstanding

......................................

202,763

203,001

175,000

Net

asset

value

and

maximum

offering

price

per

share

...........

$10.09

$10.36

$10.67

Franklin

Fund

Allocator

Series

Financial

Statements

Statements

of

Operations

for

the

period

ended

November

30,

2020

(unaudited)

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

32

Franklin

Payout

2020

Fund

Franklin

Payout

2021

Fund

Franklin

Payout

2022

Fund

Investment

income:

Interest:

Unaffiliated

issuers

......................................

$33,009

$45,090

$46,261

Total

investment

income

.................................

33,009

45,090

46,261

Expenses:

Management

fees

(Note

3

a

)

.................................

6,152

6,317

5,605

Transfer

agent

fees:

(Note

3c

)

    Class

R6

.............................................

210

236

174

    Advisor

Class

..........................................

225

227

228

Custodian

fees

(Note

4

)

....................................

138

137

10

Reports

to

shareholders

....................................

3,976

3,970

4,003

Registration

and

filing

fees

..................................

18,664

18,654

15,189

Professional

fees

.........................................

22,288

44,970

43,528

Pricing

fees

.............................................

3,864

2,344

2,592

Other

..................................................

3,111

2,829

2,990

Total

expenses

.......................................

58,628

79,684

74,319

Expense

reductions

(Note

4

)

.............................

(2)

(7)

(7)

Expenses

waived/paid

by

affiliates

(Note

3

d

and

3

e

)

...........

(52,700)

(73,588)

(68,907)

Net

expenses

.......................................

5,926

6,089

5,405

Net

investment

income

..............................

27,083

39,001

40,856

Realized

and

unrealized

gains

(losses):

Net

realized

gain

(loss)

from:

Investments:

Unaffiliated

issuers

....................................

522

1,263

2,795

Net

change

in

unrealized

appreciation

(depreciation)

on:

Investments:

Unaffiliated

issuers

....................................

(21,658)

(21,268)

(14,830)

Net

realized

and

unrealized

gain

(loss)

..........................

(21,136)

(20,005)

(12,035)

Net

increase

(decrease)

in

net

assets

resulting

from

operations

........

$5,947

$18,996

$28,821

Franklin

Fund

Allocator

Series

Financial

Statements

Statements

of

Changes

in

Net

Assets

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

33

Franklin

Payout

2020

Fund

Franklin

Payout

2021

Fund

Six

Months

Ended

November

30,

2020

(unaudited)

Year

Ended

May

31,

2020

Six

Months

Ended

November

30,

2020

(unaudited)

Year

Ended

May

31,

2020

Increase

(decrease)

in

net

assets:

Operations:

Net

investment

income

............

$27,083

$80,694

$39,001

$87,692

Net

realized

gain

(loss)

............

522

(12,298)

1,263

10,611

Net

change

in

unrealized

appreciation

(depreciation)

.................

(21,658)

26,055

(21,268)

70,114

Net

increase

(decrease)

in

net

assets

resulting

from

operations

.

5,947

94,451

18,996

168,417

Distributions

to

shareholders:

Class

R6

.......................

—

(41,505)

—

(45,594)

Advisor

Class

...................

—

(41,526)

—

(45,594)

Total

distributions

to

shareholders

.....

—

(83,031)

—

(91,188)

Net

increase

(decrease)

in

net

assets

.....................

5,947

11,420

18,996

77,229

Net

assets:

Beginning

of

period

................

4,084,818

4,073,398

4,185,744

4,108,515

End

of

period

.....................

$4,090,765

$4,084,818

$4,204,740

$4,185,744

Franklin

Fund

Allocator

Series

Financial

Statements

Statements

of

Changes

in

Net

Assets

(continued)

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

34

Franklin

Payout

2022

Fund

Six

Months

Ended

November

30,

2020

(unaudited)

Year

Ended

May

31,

2020

Increase

(decrease)

in

net

assets:

Operations:

Net

investment

income

.................................................

$40,856

$86,750

Net

realized

gain

(loss)

.................................................

2,795

6,793

Net

change

in

unrealized

appreciation

(depreciation)

...........................

(14,830)

117,437

Net

increase

(decrease)

in

net

assets

resulting

from

operations

................

28,821

210,980

Distributions

to

shareholders:

Class

R6

............................................................

—

(43,697)

Advisor

Class

........................................................

—

(43,750)

Total

distributions

to

shareholders

..........................................

—

(87,447)

Net

increase

(decrease)

in

net

assets

...................................

28,821

123,533

Net

assets:

Beginning

of

period

.....................................................

3,706,604

3,583,071

End

of

period

..........................................................

$3,735,425

$3,706,604

Franklin

Fund

Allocator

Series

35

franklintempleton.com

Semiannual

Report

Notes

to

Financial

Statements

(unaudited)

1.

Organization

and

Significant

Accounting

Policies

Franklin

Fund

Allocator

Series (Trust)

is

registered

under

the

Investment

Company

Act

of

1940

(1940

Act)

as

an

open-end

management

investment

company,

consisting

of

twenty-one

separate

funds, three

of

which

are

included

in

this

report

(Funds)

and

applies

the

specialized

accounting

and

reporting

guidance

in

U.S.

Generally

Accepted

Accounting

Principles

(U.S.

GAAP).

The

Funds

offer two classes

of

shares: Class

R6

and

Advisor

Class.

Each

class

of

shares

may

differ

by

its voting

rights

on

matters

affecting

a

single

class

and

fees

due

to

differing

arrangements

for

distribution

and

transfer

agent

fees.

The

following

summarizes

the

Funds’

significant

accounting

policies.

a.

Financial

Instrument

Valuation 

The Funds'

investments

in

financial

instruments

are

carried

at

fair

value

daily.

Fair

value

is

the

price

that

would

be

received

to

sell

an

asset

or

paid

to

transfer

a

liability

in

an

orderly

transaction

between

market

participants

on

the

measurement

date.

The Funds calculate the

net

asset

value

(NAV)

per

share

each

business

day

as

of

4

p.m.

Eastern

time

or

the

regularly

scheduled

close

of

the

New

York

Stock

Exchange

(NYSE),

whichever

is

earlier.

Under

compliance

policies

and

procedures

approved

by

the

Trust's

Board

of

Trustees

(the

Board),

the

Funds' administrator

has

responsibility

for

oversight

of

valuation,

including

leading

the

cross-functional

Valuation

Committee

(VC).

The

Funds

may

utilize

independent

pricing

services,

quotations

from

securities

and

financial

instrument

dealers,

and

other

market

sources

to

determine

fair

value. 

Debt

securities

generally

trade

in

the

over-the-counter

market

rather

than

on

a

securities

exchange.

The

Funds'

pricing

services

use

multiple

valuation

techniques

to

determine

fair

value.

In

instances

where

sufficient

market

activity

exists,

the

pricing

services

may

utilize

a

market-

based

approach

through

which

quotes

from

market

makers

are

used

to

determine

fair

value.

In

instances

where

sufficient

market

activity

may

not

exist

or

is

limited,

the

pricing

services

also

utilize

proprietary

valuation

models

which

may

consider

market

characteristics

such

as

benchmark

yield

curves,

credit

spreads,

estimated

default

rates,

anticipated

market

interest

rate

volatility,

coupon

rates,

anticipated

timing

of

principal

repayments,

underlying

collateral,

and

other

unique

security

features

in

order

to

estimate

the

relevant

cash

flows,

which

are

then

discounted

to

calculate

the

fair

value.

Investments

in open-end mutual

funds

are

valued

at

the

closing

NAV.

The

Funds

have

procedures

to

determine

the

fair

value

of

financial

instruments

for

which

market

prices

are

not

reliable

or

readily

available.

Under

these

procedures,

the

Funds

primarily

employ

a

market-based

approach

which

may

use

related

or

comparable

assets

or

liabilities,

recent

transactions,

market

multiples,

book

values,

and

other

relevant

information

for

the

investment

to

determine

the

fair

value

of

the

investment.

An

income-based

valuation

approach

may

also

be

used

in

which

the

anticipated

future

cash

flows

of

the

investment

are

discounted

to

calculate

fair

value.

Discounts

may

also

be

applied

due

to

the

nature

or

duration

of

any

restrictions

on

the

disposition

of

the

investments.

Due

to

the

inherent

uncertainty

of

valuations

of

such

investments,

the

fair

values

may

differ

significantly

from

the

values

that

would

have

been

used

had

an

active

market

existed.

b.

Income

and

Deferred

Taxes

It

is each

Fund's

policy

to

qualify

as

a

regulated

investment

company

under

the

Internal

Revenue

Code. Each

Fund

intends

to

distribute

to

shareholders

substantially

all

of

its

taxable

income

and

net

realized

gains

to

relieve

it

from

federal

income

and excise

taxes.

As

a

result,

no

provision

for

U.S.

federal

income

taxes

is

required.

The

Funds

may

be

subject

to

foreign

taxation

related

to

income

received,

capital

gains

on

the

sale

of

securities

and

certain

foreign

currency

transactions

in

the

foreign

jurisdictions

in

which

the

Funds

invest.

Foreign

taxes,

if

any,

are

recorded

based

on

the

tax

regulations

and

rates

that

exist

in

the

foreign

markets

in

which

the

Funds

invest.

When

a

capital

gain

tax

is

determined

to

apply,

certain

or

all

Funds

record

an

estimated

deferred

tax

liability

in

an

amount

that

would

be

payable

if

the

securities

were

disposed

of

on

the

valuation

date.

Each

Fund

may

recognize

an

income

tax

liability

related

to

its

uncertain

tax

positions

under

U.S.

GAAP

when

the

uncertain

tax

position

has

a

less

than

50%

probability

that

it

will

be

sustained

upon

examination

by

the

tax

authorities

based

on

its

technical

merits.

As

of

November

30,

2020, each

Fund

has

determined

that

no

tax

liability

is

Franklin

Fund

Allocator

Series

Notes

to

Financial

Statements

(unaudited)

36

franklintempleton.com

Semiannual

Report

required

in

its

financial

statements

related

to

uncertain

tax

positions

for

any

open

tax

years

(or

expected

to

be

taken

in

future

tax

years).

Open

tax

years

are

those

that

remain

subject

to

examination

and

are

based

on

the

statute

of

limitations

in

each

jurisdiction

in

which

the

Fund

invests. 

c.

Security

Transactions,

Investment

Income,

Expenses

and

Distributions

Security

transactions

are

accounted

for

on

trade

date.

Realized

gains

and

losses

on

security

transactions

are

determined

on

a

specific

identification

basis.

Interest

income

and

estimated

expenses

are

accrued

daily.

Amortization

of

premium

and

accretion

of

discount

on

debt

securities

are

included

in

interest

income.

Distributions

to

shareholders

are

recorded

on

the

ex-dividend

date.

Distributable

earnings

are

determined

according

to

income

tax

regulations

(tax

basis)

and

may

differ

from

earnings

recorded

in

accordance

with

U.S.

GAAP.

These

differences

may

be

permanent

or

temporary.

Permanent

differences

are

reclassified

among

capital

accounts

to

reflect

their

tax

character.

These

reclassifications

have

no

impact

on

net

assets

or

the

results

of

operations.

Temporary

differences

are

not

reclassified,

as

they

may

reverse

in

subsequent

periods.

Common

expenses

incurred

by

the

Trust

are

allocated

among

the

Funds

based

on

the

ratio

of

net

assets

of

each

Fund

to

the

combined

net

assets

of

the

Trust

or

based

on

the

ratio

of

number

of

shareholders

of

each

Fund

to

the

combined

number

of

shareholders

of

the

Trust.

Fund

specific

expenses

are

charged

directly

to

the

Fund

that

incurred

the

expense.

Realized

and

unrealized

gains

and

losses

and

net

investment

income,

excluding

class

specific

expenses,

are

allocated

daily

to

each

class

of

shares

based

upon

the

relative

proportion

of

net

assets

of

each

class.

Differences

in

per

share

distributions

by

class

are

generally

due

to

differences

in

class

specific

expenses.

d.

Accounting

Estimates

The

preparation

of

financial

statements

in

accordance

with

U.S.

GAAP

requires

management

to

make

estimates

and

assumptions

that

affect

the

reported

amounts

of

assets

and

liabilities

at

the

date

of

the

financial

statements

and

the

amounts

of

income

and

expenses

during

the

reporting

period.

Actual

results

could

differ

from

those

estimates.

e.

Guarantees

and

Indemnifications

Under

the

Trust's

organizational

documents,

its

officers

and

trustees

are

indemnified

by

the

Trust

against

certain

liabilities

arising

out

of

the

performance

of

their

duties

to

the

Trust.

Additionally,

in

the

normal

course

of

business,

the

Trust,

on

behalf

of

the

Funds,

enters

into

contracts

with

service

providers

that

contain

general

indemnification

clauses.

The

Trust's

maximum

exposure

under

these

arrangements

is

unknown

as

this

would

involve

future

claims

that

may

be

made

against

the

Trust

that

have

not

yet

occurred.

Currently,

the

Trust

expects

the

risk

of

loss

to

be

remote.

2.

Shares

of

Beneficial

Interest

At

November

30,

2020,

there

were

an

unlimited

number

of

shares

authorized

(without

par

value).

During

the

period

ended

November

30,

2020

and

the

year

ended

May

31,

2020,

there

were

no

transactions

of

the

Fund’s

shares. 

3.

Transactions

with

Affiliates

Franklin

Resources,

Inc.

is

the

holding

company

for

various

subsidiaries

that

together

are

referred

to

as

Franklin

Templeton.

Certain

officers

and

trustees

of

the

Funds

are

also

officers

and/or

directors

of

the

following

subsidiaries:

Subsidiary

Affiliation

Franklin

Advisers,

Inc.

(Advisers)

Investment

manager

Franklin

Templeton

Services,

LLC

(FT

Services)

Administrative

manager

Franklin

Templeton

Distributors,

Inc.

(Distributors)

Principal

underwriter

Franklin

Templeton

Investor

Services,

LLC

(Investor

Services)

Transfer

agent

1.

Organization

and

Significant

Accounting

Policies

(continued)

b.

Income

and

Deferred

Taxes

(continued)

Franklin

Fund

Allocator

Series

Notes

to

Financial

Statements

(unaudited)

37

franklintempleton.com

Semiannual

Report

a.

Management

Fees

The

Funds

pay

an

investment

management

fee

to

Advisers

of

0.30%

per

year

of

the

average

daily

net

assets

of

each

of

the

Funds.

b.

Administrative

Fees

Under

an

agreement

with

Advisers,

FT

Services

provides

administrative

services

to

the

Funds.

The

fee

is

paid

by

Advisers

based

on

each

of

the

Fund's

average

daily

net

assets,

and

is

not

an

additional

expense

of

the

Funds.

c.

Transfer

Agent

Fees

Each

class

of

shares

pays

transfer

agent

fees

to

Investor

Services

for

its

performance

of

shareholder

servicing

obligations.

The

fees

are

based

on

an

annualized

asset

based

fee

of

0.02%

plus

a

transaction

based

fee.

In

addition,

each

class

reimburses

Investor

Services

for

out

of

pocket

expenses

incurred

and,

except

for

Class

R6,

reimburses

shareholder

servicing

fees

paid

to

third

parties.

Class

R6

pays

Investor

Services

transfer

agent

fees

specific

to

that

class.

For

the

period

ended

November

30,

2020,

the

Funds

paid

transfer

agent

fees

as

noted

in

the

Statements

of

Operations

of

which

the

following

amounts

were

retained

by

Investor

Services:

d.

Investments

in

Affiliated

Management

Investment

Companies

Certain

or

all

Funds

invest

in

one

or

more

affiliated

management

investment

companies

for

purposes

other

than

exercising

a

controlling

influence

over

the

management

or

policies.

Management

fees

paid

by

the

Funds

are

waived

on

assets

invested

in

the

affiliated

management

investment

companies,

as

noted

in

the

Statements

of

Operations,

in

an

amount

not

to

exceed

the

management

and

administrative

fees

paid

directly

or

indirectly

by

each

affiliate.

During

the

period

ended

November

30,

2020,

investments

in

affiliated

management

investment

companies

were

as

follows:

Franklin

Payout

2020

Fund

Franklin

Payout

2021

Fund

Franklin

Payout

2022

Fund

Transfer

agent

fees

........................

$410

$421

$373

a

Value

at

Beginning

of

Period

Purchases

Sales

Realized

Gain

(Loss)

Net

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

End

of

Period

Number

of

Shares

Held

at

End

of

Period

Investment

Income

a

a

a

a

a

a

a

a

a

Franklin

Payout

2020

Fund

Non-Controlled

Affiliates

Dividends

Institutional

Fiduciary

Trust

-

Money

Market

Portfolio,

0%

.........

$346,505

$3,238,003

$(80,615)

$—

$—

$3,503,893

3,503,893

$—

Total

Affiliated

Securities

....

$346,505

$3,238,003

$(80,615)

$—

$—

$3,503,893

$—

Franklin

Payout

2021

Fund

Non-Controlled

Affiliates

Dividends

Institutional

Fiduciary

Trust

-

Money

Market

Portfolio,

0%

.........

$512,564

$175,782

$(79,933)

$—

$—

$608,413

608,413

$—

Total

Affiliated

Securities

....

$512,564

$175,782

$(79,933)

$—

$—

$608,413

$—

3.

Transactions

with

Affiliates

(continued)

Franklin

Fund

Allocator

Series

Notes

to

Financial

Statements

(unaudited)

38

franklintempleton.com

Semiannual

Report

e.

Waiver

and

Expense

Reimbursements

Advisers

have

contractually

agreed

in

advance

to

waive

or

limit

its

fees

and

to

assume

as

its

own

expense

certain

expenses

otherwise

payable

by

the

Funds

so

that

the

operating expenses

(excluding

acquired

fund

fees

and

expenses

and

certain

non-

routine

expenses

or

costs,

including

those

relating

to

litigation,

indemnification,

reorganizations,

and

liquidations)

for

Advisor

Class

of

the

Fund

do

not

exceed

0.44%

and

for

Class

R6

do

not

exceed

0.29%,

based

on

the

average

net

assets

of

each

class

until

September

30,

2021.

Total

expenses

waived

or

paid

are

not

subject

to

recapture

subsequent

to

the

Funds'

fiscal

year

end.

f.

Other

Affiliated

Transactions

At

November

30,

2020,

Advisers

owned

100%

of

the

Funds’

outstanding

shares.

Investment

activities

of

this

shareholder

could

have

a

material

impact

on

the

Funds.

4.

Expense

Offset

Arrangement

The

Funds

have entered

into

an

arrangement

with

their

custodian

whereby

credits

realized

as

a

result

of

uninvested

cash

balances

are

used

to

reduce

a

portion

of

the

Funds'

custodian

expenses.

During

the period

ended

November

30,

2020 the

custodian

fees

were

reduced

as

noted

in

the

Statements

of

Operations.

5.

Income

Taxes

For

tax

purposes,

capital

losses

may

be

carried

over

to

offset

future

capital

gains. 

At

May

31,

2020,

the

capital

loss

carryforwards

were

as

follows:

At

November

30,

2020,

the

cost

of

investments

and

net

unrealized

appreciation

(depreciation)

for

income

tax

purposes

were

as

follows:

a

Value

at

Beginning

of

Period

Purchases

Sales

Realized

Gain

(Loss)

Net

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

End

of

Period

Number

of

Shares

Held

at

End

of

Period

Investment

Income

Franklin

Payout

2022

Fund

Non-Controlled

Affiliates

Dividends

Institutional

Fiduciary

Trust

-

Money

Market

Portfolio,

0%

.........

$182,752

$172,738

$(76,565)

$—

$—

$278,925

278,925

$—

Total

Affiliated

Securities

....

$182,752

$172,738

$(76,565)

$—

$—

$278,925

$—

Franklin

Payout

2020

Fund

1

1

Capital

loss

carryforwards

not

subject

to

expiration:

Short

term

.............................

$

972

Long

term

.............................

18,360

Total

capital

loss

carryforwards

............

$19,332

3.

Transactions

with

Affiliates

(continued)

d.

Investments

in

Affiliated

Management

Investment

Companies

(continued)

Franklin

Fund

Allocator

Series

Notes

to

Financial

Statements

(unaudited)

39

franklintempleton.com

Semiannual

Report

Differences

between

income

and/or

capital

gains

as

determined

on

a

book

basis

and

a

tax

basis

are

primarily

due

to

differing

treatment

of

bond

discounts

and

premiums.

6.

Investment

Transactions

Purchases

and

sales

of

investments

(excluding

short

term

securities)

for

the

period

ended

November

30,

2020,

were

as

follows:

7. Novel

Coronavirus

Pandemic 

The

global

outbreak

of

the

novel

coronavirus

disease,

known

as

COVID-19, has

caused

adverse

effects

on

many

companies,

sectors,

nations,

regions

and

the

markets

in

general, and

may

continue for

an unpredictable duration.

The

effects

of

this

pandemic

may

materially

impact

the

value

and

performance

of

the

Funds, their ability

to

buy

and

sell

fund

investments

at

appropriate

valuations

and their ability

to

achieve their investment

objectives.

8.

Credit

Facility

The

Funds

together

with

other

U.S.

registered

and

foreign

investment

funds

(collectively,

Borrowers),

managed

by

Franklin

Templeton,

are

borrowers

in

a

joint

syndicated

senior

unsecured

credit

facility

totaling

$2

billion

(Global

Credit

Facility)

which

matures

on

February

5,

2021.

This

Global

Credit

Facility

provides

a

source

of

funds

to

the

Borrowers

for

temporary

and

emergency

purposes,

including

the

ability

to

meet

future

unanticipated

or

unusually

large

redemption

requests.

Under

the

terms

of

the

Global

Credit

Facility,

the

Funds

shall,

in

addition

to

interest

charged

on

any

borrowings

made

by

the

Funds

and

other

costs

incurred

by

the

Funds,

pay

their

share

of

fees

and

expenses

incurred

in

connection

with

the

implementation

and

maintenance

of

the

Global

Credit

Facility,

based

upon

their

relative

share

of

the

aggregate

net

assets

of

all

of

the

Borrowers,

including

an

annual

commitment

fee

of

0.15%

based

upon

the

unused

portion

of

the

Global

Credit

Facility.

These

fees

are

reflected

in

other

expenses

in

the

Statements

of

Operations.

During

the

period

ended

November

30,

2020,

the Funds

did

not

use

the

Global

Credit

Facility.

9.

Fair

Value

Measurements

The Funds

follow

a

fair

value

hierarchy

that

distinguishes

between

market

data

obtained

from

independent

sources

(observable

inputs)

and

the Funds'

own

market

assumptions

(unobservable

inputs).

These

inputs

are

used

in

determining

the

value

of

the Funds' financial

instruments

and

are

summarized

in

the

following

fair

value

hierarchy:

Franklin

Payout

2020

Fund

Franklin

Payout

2021

Fund

Franklin

Payout

2022

Fund

a

a

a

a

Cost

of

investments

.......................

$4,059,082

$4,089,075

$3,544,385

Unrealized

appreciation

.....................

$425

$71,168

$154,775

Unrealized

depreciation

.....................

(14)

—

—

Net

unrealized

appreciation

(depreciation)

.......

$411

$71,168

$154,775

Franklin

Payout

2020

Fund

Franklin

Payout

2021

Fund

Franklin

Payout

2022

Fund

Purchases

..............................

$—

$—

$—

Sales

..................................

$3,100,432

$41,902

$52,522

5.

Income

Taxes

(continued)

Franklin

Fund

Allocator

Series

Notes

to

Financial

Statements

(unaudited)

40

franklintempleton.com

Semiannual

Report

Level

1

–

quoted

prices

in

active

markets

for

identical

financial

instruments

Level

2

–

other

significant

observable

inputs

(including

quoted

prices

for

similar

financial

instruments,

interest

rates,

prepayment

speed,

credit

risk,

etc.)

Level

3

–

significant

unobservable

inputs

(including

the Funds'

own

assumptions

in

determining

the

fair

value

of

financial

instruments)

The

input

levels

are

not

necessarily

an

indication

of

the

risk

or

liquidity

associated

with

financial

instruments

at

that

level.

A

summary

of

inputs

used

as

of

November

30,

2020,

in

valuing

the

Funds'

assets

carried

at

fair

value,

is

as

follows:

10.

New

Accounting

Pronouncements

In

March

2020,

the

Financial

Accounting

Standards

Board

issued

an

Accounting

Standards

Update

(ASU)

No.

2020-04,

Reference

Rate

Reform

(Topic

848)

–

Facilitation

of

the

Effects

of

Reference

Rate

Reform

on

Financial

Reporting.

The

amendments

in

the

ASU

provides

optional

temporary

financial

reporting

relief

from

the

effect

of

certain

types

of

contract

modifications

due

to

the

planned

discontinuation

of

the

London

Interbank

Offered

Rate

(LIBOR)

and

other

interbank-offered

based

reference

rates

as

of

the

end

of

2021.

The

ASU

is

effective

for

certain

reference

rate-related

contract

modifications

that

occur

during

the

period

March

12,

2020

through

December

31,

2022. Management

has

reviewed

the

requirements

and

believes

the

adoption

of

this

ASU

will

not

have

a

material

impact

on

the

financial

statements.

Level

1

Level

2

Level

3

Total

Franklin

Payout

2020

Fund

Assets:

Investments

in

Securities:

a

Corporate

Bonds

........................

$

—

$

150,054

$

—

$

150,054

U.S.

Government

and

Agency

Securities

.......

—

405,546

—

405,546

Short

Term

Investments

...................

3,503,893

—

—

3,503,893

Total

Investments

in

Securities

...........

$3,503,893

$555,600

$—

$4,059,493

Franklin

Payout

2021

Fund

Assets:

Investments

in

Securities:

a

Corporate

Bonds

........................

—

2,507,621

—

2,507,621

Foreign

Government

and

Agency

Securities

....

—

204,121

—

204,121

U.S.

Government

and

Agency

Securities

.......

—

735,20

3

—

735,20

3

Municipal

Bonds

.........................

—

104,885

—

104,885

Short

Term

Investments

...................

608,413

—

—

608,413

Total

Investments

in

Securities

...........

$608,413

$3,551,830

$—

$4,160,243

Franklin

Payout

2022

Fund

Assets:

Investments

in

Securities:

a

Corporate

Bonds

........................

—

2,394,578

—

2,394,578

Foreign

Government

and

Agency

Securities

....

—

206,450

—

206,450

U.S.

Government

and

Agency

Securities

.......

—

663,425

—

663,425

Asset-Backed

Securities

..................

—

155,782

—

155,782

Short

Term

Investments

...................

278,925

—

—

278,925

Total

Investments

in

Securities

...........

$278,925

$3,420,235

$—

$3,699,160

a

For

detailed

categories,

see

the

accompanying

Statement

of

Investments.

9.

Fair

Value

Measurements

(continued)

Franklin

Fund

Allocator

Series

Notes

to

Financial

Statements

(unaudited)

41

franklintempleton.com

Semiannual

Report

11.

Subsequent

Events

The

Funds

have

evaluated

subsequent

events

through

the

issuance

of

the

financial

statements

and

determined

that

no

events

have

occurred

that

require

disclosure.

On

July

17,

2020,

the

Board

for

Franklin

Payout

2020

Fund

approved

a

proposal

to

liquidate

the

Fund.

The

Fund

liquidated

on

January

8,

2021.

Abbreviations

Selected

Portfolio

FFCB

Federal

Farm

Credit

Banks

Funding

Corp.

FHLB

Federal

Home

Loan

Banks

GO

General

Obligation

Franklin

Fund

Allocator

Series

Shareholder

Information

42

franklintempleton.com

Semiannual

Report

Proxy

Voting

Policies

and

Procedures

The

Trust’s

investment

manager

has

established

Proxy

Voting

Policies

and

Procedures

(Policies)

that

the

Trust

uses

to

determine

how

to

vote

proxies

relating

to

portfolio

securities.

Shareholders

may

view

the

Trust’s

complete

Policies

online

at

franklintempleton.com.

Alternatively,

shareholders

may

request

copies

of

the

Policies

free

of

charge

by

calling

the

Proxy

Group

collect

at

(954)

527-

7678

or

by

sending

a

written

request

to:

Franklin

Templeton

Companies,

LLC,

300

S.E.

2nd

Street,

Fort

Lauderdale,

FL

33301,

Attention:

Proxy

Group.

Copies

of

the

Trust’s

proxy

voting

records

are

also

made

available

online

at

franklintempleton.com

and

posted

on

the

U.S.

Securities

and

Exchange

Commission’s

website

at

sec.gov

and

reflect

the

most

recent

12-month

period

ended

June

30.

Quarterly

Statement

of

Investments

The

Trust

files

a

complete

statement

of

investments

with

the

U.S.

Securities

and

Exchange

Commission

for

the

first

and

third

quarters

for

each

fiscal

year

as

an

exhibit

to

its

report

on

Form

N-PORT.

Shareholders

may

view

the

filed

Form

N-PORT

by

visiting

the

Commission’s

website

at

sec.

gov.

The

filed

form

may

also

be

viewed

and

copied

at

the

Commission’s

Public

Reference

Room

in

Washington,

DC.

Information

regarding

the

operations

of

the

Public

Reference

Room

may

be

obtained

by

calling

(800)

SEC-0330.

Householding

of

Reports

and

Prospectuses

You

will

receive,

or

receive

notice

of

the

availability

of,

the

Fund’s

financial

reports

every

six

months.

In

addition,

you

will

receive

an

annual

updated

summary

prospectus

(detail

prospectus

available

upon

request).

To

reduce

Fund

expenses,

we

try

to

identify

related

shareholders

in

a

household

and

send

only

one

copy

of

the

financial

reports

(to

the

extent

received

by

mail)

and

summary

prospectus.

This

process,

called

“householding,”

will

continue

indefinitely

unless

you

instruct

us

otherwise.

If

you

prefer

not

to

have

these

documents

householded,

please

call

us

at

(800)

632-2301.

At

any

time

you

may

view

current

prospectuses/

summary

prospectuses

and

financial

reports

on

our

website.

If

you

choose,

you

may

receive

these

documents

through

electronic

delivery.

FAS3

S

01/21

©

2021

Franklin

Templeton

Investments.

All

rights

reserved.

Authorized

for

distribution

only

when

accompanied

or

preceded

by

a

summary

prospectus

and/or

prospectus.

Investors

should

carefully

consider

a

fund’s

investment

goals,

risks,

charges

and

expenses

before

investing.

A

prospectus

contains

this

and

other

information;

please

read

it

carefully

before

investing.

To

help

ensure

we

provide

you

with

quality

service,

all

calls

to

and

from

our

service

areas

are

monitored

and/or

recorded.

Semiannual

Report

Franklin

Fund

Allocator

Series

Investment

Manager

Distributor

Shareholder

Services

Franklin

Advisers,

Inc.

Franklin

Templeton

Distributors,

Inc.

(800)

321-8563

Item 2. Code of Ethics.

(a) The Registrant has adopted a code of ethics that applies to its principal executive officers and principal financial and accounting officer. 

(c) N/A

(d) N/A

(f) Pursuant to Item 13(a)(1), the Registrant is attaching as an exhibit a copy of its code of ethics that applies to its principal executive officers and principal financial and accounting officer.

Item 3. Audit Committee Financial Expert.

(a)(1) The Registrant has an audit committee financial expert serving on its audit committee.

(2) The audit committee financial expert is Mary C. Choksi and she is "independent" as defined under the relevant Securities and Exchange Commission Rules and Releases.

Item 4. Principal Accountant Fees and Services

.      

N/A

Item 5.  Audit Committee of Listed Registrants.       N/A

Item 6.  Schedule of Investments.                     N/A

Item 7.  Disclosure of Proxy Voting Policies and Procedures for Closed-

End Management Investment Companies.                  N/A

Item 8.  Portfolio Managers of Closed-End Management Investment

Companies.                                            N/A

Item 9. Purchases of Equity Securities by Closed-End Management

Investment Company and

Affiliated Purchasers.         N/A

Item 10. Submission of Matters to a Vote of Security Holders.

There have been no changes to the procedures by which shareholders may recommend nominees to the Registrant's Board of Trustees that would require disclosure herein.

Item 11. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures.

The Registrant maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the Registrant’s filings under the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940 is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission. Such information is accumulated and communicated to the Registrant’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The Registrant’s management, including the principal executive officer and the principal financial officer, recognizes that any set of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Within 90 days prior to the filing date of this Shareholder Report on Form N-CSR, the Registrant had carried out an evaluation, under the supervision and with the participation of the Registrant’s management, including the Registrant’s principal executive officer and the Registrant’s principal financial officer, of the effectiveness of the design and operation of the Registrant’s disclosure controls and procedures. Based on such evaluation, the Registrant’s principal executive officer and principal financial officer concluded that the Registrant’s disclosure controls and procedures are effective.

(b) Changes in Internal Controls

. During the period covered by this report, a third-party service provider commenced performing certain accounting and administrative services for the Registrant that are subject to Franklin Templeton’s oversight.

Item 12.  Disclosure of Securities Lending Activities for Closed-End Management Investment Company.                      N/A

Item 13. Exhibits.

(a) (1) Code of Ethics

Code of Ethics

(a) (2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Matthew T. Hinkle, Chief Executive Officer - Finance and Administration, and Robert G. Kubilis, Chief Financial Officer and Chief Accounting Officer

Section 302

(b)   Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Matthew T. Hinkle, Chief Executive Officer - Finance and Administration, and Robert G. Kubilis, Chief Financial Officer and Chief Accounting Officer

Section 906

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FRANKLIN FUND ALLOCATOR SERIES

By ___S\MATTHEW T. HINKLE _________________________

Matthew T. Hinkle

Chief Executive Officer - Finance and Administration

Date  January 26, 2021

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By ___S\MATTHEW T. HINKLE _________________________

Matthew T. Hinkle

      Chief Executive Officer – Finance and Administration

Date  January 26, 2021

By __S\ROBERT G. KUBILIS__________________________

Robert G. Kubilis

Chief Financial Officer and Chief Accounting Officer

Date  January 26, 2021