UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-04894
Franklin Managed Trust
(Exact name of registrant as specified in charter)
One Franklin Parkway, San Mateo, CA 94403-1906
(Address of principal executive offices)(Zip code)
Alison Baur, 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: 9/30
Date of reporting period: 9/30/22
Item 1. Reports to Stockholders.
a.)
The following is a copy of the report transmitted to shareholders pursuant to Rule30e-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30e-1.)
b.)
Include a copy of each notice transmitted to stockholders in reliance on Rule 30e-3 under the Act (17 CFR 270.30e-3) that contains disclosures specified by paragraph (c)(3) of that rule.
Not Applicable
.
ANNUAL
REPORT
AND
SHAREHOLDER
LETTER
Franklin
Rising
Dividends
Fund
A
Series
of
Franklin
Managed
Trust
September
30,
2022
Sign
up
for
electronic
delivery
at
franklintempleton.com/edelivery
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FDIC
Insured
May
Lose
Value
No
Bank
Guarantee
franklintempleton.com
Annual
Report
1
Shareholder
Letter
Dear
Shareholder:
U.S.
economic
performance
was
mixed
during
the
12
months
ended
September
30,
2022.
Gross
domestic
product
grew
in
2021’s
last
quarter
amid
an
ongoing
pandemic
recovery,
but
it
contracted
in
2022’s
first
half
due
to
declines
in
inventory
investment
and
federal
government
spending.
Consumer
spending
slowly
expanded,
helped
by
the
reopening
of
businesses,
widespread
vaccinations,
and
federal
assistance
programs.
Inflation
increased
during
the
12-month
period,
influenced
by
pandemic-related
supply-
chain
issues,
higher
energy
prices,
Russia’s
invasion
of
Ukraine
and
broader
price
pressures.
To
combat
high
inflation,
the
U.S.
Federal
Reserve
began
decreasing
its
monthly
asset
purchases
in
November
2021
and
ended
them
in
March
2022.
The
Federal
Reserve
also
raised
the
federal
funds
rate
by
0.25%
in
March,
0.50%
in
May,
and
0.75%
in
each
of
June,
July
and
September,
for
a
total
of
3.00%,
increasing
the
rate
from
0.25%
to
3.25%
during
the
period.
Additionally,
the
Federal
Reserve
stated
its
intention
to
continue
reducing
its
U.S.
Treasury,
government
agency
debt
and
agency
mortgage-backed
securities
holdings,
and
anticipated
future
federal
funds
rate
increases
would
be
appropriate.
The
10-year
U.S.
Treasury
yield
was
1.52%
on
September
30,
2021,
and
it
increased
to
3.83%
by
the
end
of
September
2022.
In
this
environment,
U.S.
stocks,
as
measured
by
the
Standard
&
Poor’s
®
500
Index,
posted
a
-15.47%
total
return.
1
We
are
committed
to
our
long-term
perspective
and
disciplined
investment
approach
as
we
conduct
a
rigorous,
fundamental
analysis
of
securities
with
a
regular
emphasis
on
investment
risk
management.
We
continue
to
focus
on
what
we
consider
high-quality,
resilient
business
models
with
attractive
cash
flow
generation
capabilities.
The
enclosed
annual
report
for
Franklin
Rising
Dividends
Fund
includes
more
detail
about
prevailing
conditions
during
the
period
and
a
discussion
about
investment
decisions.
We
encourage
you
to
discuss
your
investment
goals
with
your
financial
professional,
who
can
review
your
overall
portfolio,
reassess
your
goals
and
help
you
stay
focused
on
the
long
term.
Please
remember
all
securities
markets
fluctuate,
as
do
mutual
fund
prices.
We
are
grateful
for
the
trust
you
have
placed
in
Franklin
Rising
Dividends
Fund
and
look
forward
to
continuing
to
serve
your
investment
needs.
Sincerely,
Nicholas
Getaz,
CFA
Senior
Vice
President
Portfolio
Manager
Franklin
Managed
Trust
Matthew
D.
Quinlan
Senior
Vice
President
Portfolio
Manager
Franklin
Managed
Trust
This
letter
reflects
our
analysis
and
opinions
as
of
September
30,
2022,
unless
otherwise
indicated.
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.
CFA
®
is
a
trademark
owned
by
CFA
Institute.
1.
Source:
Morningstar.
The
index
is
unmanaged
and
includes
reinvestment
of
any
income
or
distributions.
See
www.franklintempletondatasources.com
for
additional
data
provider
information.
franklintempleton.com
Annual
Report
2
Contents
Annual
Report
Franklin
Rising
Dividends
Fund
3
Performance
Summary
6
Your
Fund’s
Expenses
9
Financial
Highlights
and
Schedule
of
Investments
10
Financial
Statements
18
Notes
to
Financial
Statements
22
Report
of
Independent
Registered
Public
Accounting
Firm
30
Tax
Information
31
Board
Members
and
Officers
32
Shareholder
Information
37
Visit
franklintempleton.com
for
fund
updates,
to
access
your
account,
or
to
find
helpful
financial
planning
tools.
3
franklintempleton.com
Annual
Report
ANNUAL
REPORT
Franklin
Rising
Dividends
Fund
This
annual
report
for
Franklin
Rising
Dividends
Fund
covers
the
fiscal
year
ended
September
30,
2022.
Your
Fund’s
Goal
and
Main
Investments
The
Fund
seeks
long-term
capital
appreciation.
Preservation
of
capital,
while
not
a
goal,
is
also
an
important
consideration.
Under
normal
market
conditions,
the
Fund
invests
at
least
80%
of
its
net
assets
in
companies
that
have
paid
consistently
rising
dividends.
The
Fund
normally
invests
predominantly
in
equity
securities,
primarily
common
stock.
Companies
that
have
paid
consistently
rising
dividends
include
those
companies
that
currently
pay
dividends
on
their
common
stocks
and
have
maintained
or
increased
their
dividend
rate
during
the
last
four
consecutive
years.
The
Fund
may
invest
up
to
25%
of
its
total
assets
in
foreign
securities.
Performance
Overview
For
the
12
months
under
review,
the
Fund’s
Class
A
shares
posted
a
-11.63%
cumulative
total
return.
In
comparison,
the
Fund’s
benchmark,
the
Standard
&
Poor’s
500
Index
(S&P
500
®
),
which
is
designed
to
measure
total
U.S.
equity
market
performance,
posted
a
-15.47%
cumulative
total
return.
1
You
can
find
more
of
the
Fund’s
performance
data
in
the
Performance
Summary
beginning
on
page
6
.
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,
go
to
franklintempleton.com
or
call
(800)
342-5236
.
Economic
and
Market
Overview
U.S.
equities,
as
measured
by
the
S&P
500,
posted
a
-15.47%
total
return
for
the
12
months
ended
September
30,
2022.
1
High
inflation,
rising
interest
rates
and
geopolitical
instability
contributed
to
a
sharp
decline
in
equity
prices.
Although
consumer
spending
continued
to
rise,
deteriorating
financial
conditions
negatively
impacted
consumer
sentiment,
which
improved
slightly
at
the
end
of
the
period
after
falling
in
June
2022
to
the
lowest
level
in
over
60
years.
*Categories
within
the
Other
category
are
listed
in
full
in
the
Fund's
Schedule
of
Investments
(SOI),
which
can
be
found
later
in
this
report.
Elevated
inflation
was
a
major
concern
for
both
consumers
and
investors,
as
inflation
accelerated
in
June
2022
to
the
highest
rate
since
1981.
Continued
supply-chain
disruptions,
strong
consumer
demand,
and
volatile
energy
prices
drove
inflation
higher.
Russia’s
invasion
of
Ukraine
also
disrupted
financial
markets
and
led
to
a
rise
in
oil
and
commodity
prices,
although
much
of
that
increase
abated
by
period-
end.
The
U.S.
unemployment
rate
declined
from
4.7%
in
September
2021
to
3.5%
in
September
2022
as
notable
employment
gains
occurred
in
the
leisure
and
hospitality
and
health
care
sectors.
Wages
climbed
at
the
fastest
rate
in
decades,
which
added
to
some
investors’
inflation
concerns.
Following
a
robust
expansion
in
2021,
U.S.
gross
domestic
product
contracted
in
the
first
half
of
2022,
despite
continued
job
growth.
An
inventory
drawdown,
declining
residential
and
business
investment
and
lower
levels
of
government
Portfolio
Composition
9/30/22
%
of
Total
Net
Assets
Software
11.8%
Chemicals
9.6%
Health
Care
Equipment
&
Supplies
9.2%
Semiconductors
&
Semiconductor
Equipment
6.0%
IT
Services
5.5%
Aerospace
&
Defense
4.1%
Health
Care
Providers
&
Services
3.7%
Specialty
Retail
3.5%
Oil,
Gas
&
Consumable
Fuels
3.3%
Pharmaceuticals
3.1%
Household
Products
2.8%
Machinery
2.7%
Building
Products
2.6%
Hotels,
Restaurants
&
Leisure
2.5%
Other*
26.8%
Short-Term
Investments
&
Other
Net
Assets
2.8%
1.
Source:
Morningstar.
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
Schedule
of
Investments
(SOI).
The
SOI
begins
on
page
15
.
Franklin
Rising
Dividends
Fund
4
franklintempleton.com
Annual
Report
spending
contributed
to
the
economic
slowdown.
Rising
interest
rates
translated
to
higher
borrowing
costs
for
individuals
and
businesses,
which
dampened
economic
activity.
Mortgage
rates
reached
the
highest
level
since
2007,
and
new
home
construction
slowed
toward
period-end.
In
an
effort
to
control
inflation,
the
U.S.
Federal
Reserve
(Fed)
began
to
raise
the
federal
funds
target
rate
in
March
2022,
the
first
such
increase
since
2018.
The
Fed
raised
the
federal
funds
rate
again
at
each
of
its
four
subsequent
meetings
to
end
the
period
at
a
range
of
3.00%–3.25%.
The
Fed
noted
in
its
September
2022
meeting
that
inflation
remained
elevated
amid
robust
job
growth
and
low
unemployment.
Furthermore,
the
Fed
said
it
would
continue
to
reduce
its
bond
holdings,
and
Fed
Chair
Jerome
Powell
indicated
that
reducing
inflation
was
likely
to
require
a
period
of
below-trend
growth.
Investment
Strategy
We
base
our
investment
strategy
on
our
belief
that
companies
with
consistently
rising
dividends
should,
over
time,
also
experience
stock
price
appreciation.
We
select
portfolio
securities
based
on
several
criteria.
To
be
eligible
for
purchase,
stocks
generally
will
pass
certain
screening
criteria,
such
as
consistent
and
substantial
dividend
increases,
reinvested
earnings,
and
long-term
debt
that
is
no
more
than
50%
of
total
capitalization
or
senior
debt
that
has
been
rated
investment
grade
by
at
least
one
of
the
major
bond
rating
organizations.
We
seek
fundamentally
sound
companies
that
meet
our
standards
and
attempt
to
acquire
them
at
what
we
believe
are
attractive
prices.
Manager’s
Discussion
During
the
twelve-month
period
through
September
30,
2022,
the
information
technology,
consumer
discretionary
and
health
care
sectors
detracted
from
performance
on
an
absolute
basis.
Only
the
energy
sector
contributed
to
performance.
Among
the
detractors,
shares
of
enterprise
software
company
Microsoft
have
fallen
from
record-high
levels
in
late
2021,
pressured
by
concerns
of
a
potential
recession,
persistent
inflation,
rising
interest
rates
and
a
more
hawkish
U.S.
Federal
Reserve—a
dynamic
pressuring
technology
stocks
in
general.
Supply-chain
issues,
exacerbated
by
COVID-19
lockdowns
in
China,
a
key
chip
supplier,
also
impacted
investor
sentiment.
Microsoft
reduced
guidance
in
June,
citing
the
strength
of
the
U.S.
dollar,
which
could
weigh
on
overseas
revenues
and
profits.
Concerns
about
slowing
growth
for
personal
computer
shipments
and
growth
for
its
Office
365
productivity
software
have
risen.
The
company
is
also
facing
scrutiny
from
regulators
in
the
U.K.
over
its
proposed
acquisition
of
videogame
developer
Activision
Blizzard.
However,
we
continue
to
believe
that
the
trends
of
helping
business
customers
move
to
the
cloud
and
providing
workers
with
productivity
tools
should
support
attractive
growth
over
the
medium
to
longer
term.
Drug
packaging
and
delivery
company
West
Pharmaceutical
Services’
shares
declined
during
the
period.
Though
earnings
remained
strong,
and
West
Pharmaceuticals’
core
non-COVID
business
continued
to
perform
well,
especially
in
biologics,
sales
in
its
contract
manufacturing
business
have
been
lower
than
in
2021.
We
remain
constructive
on
the
company,
given
its
potential
to
drive
customers
to
higher-margin
services
and
build
out
its
international
presence
as
emerging
markets
move
toward
more
stringent
pharmaceutical
standards.
Sportswear
manufacturer
NIKE
weighed
on
performance,
pressured
by
supply-chain
disruptions
and
production
shortfalls,
as
well
as
softer
market
conditions
in
China.
In
June,
NIKE
lowered
guidance
amid
margin
pressures
and
uncertainty
surrounding
China.
More
recently,
the
company
felt
the
combined
impact
of
supply-chain
issues
and
sharply
rising
inflation
as
inventories
surged,
driving
markdowns
that
lowered
earnings.
The
rapidly
appreciating
U.S.
dollar
also
weighed
on
NIKE,
as
foreign-exchange
effects
dented
its
international
earnings.
We
continue
to
believe
that
NIKE’s
strong
brand
and
direct-to-consumer
digital
strategy
will
Top
10
Holdings
9/30/22
Company
Industry
,
Country
%
of
Total
Net
Assets
a
a
Microsoft
Corp.
8.3%
Software,
United
States
Roper
Technologies,
Inc.
3.5%
Software,
United
States
Linde
plc
3.3%
Chemicals,
United
Kingdom
Accenture
plc
3.2%
IT
Services,
United
States
UnitedHealth
Group,
Inc.
3.1%
Health
Care
Providers
&
Services,
United
States
Texas
Instruments,
Inc.
3.1%
Semiconductors
&
Semiconductor
Equipment,
United
States
Stryker
Corp.
3.0%
Health
Care
Equipment
&
Supplies,
United
States
Analog
Devices,
Inc.
2.9%
Semiconductors
&
Semiconductor
Equipment,
United
States
Raytheon
Technologies
Corp.
2.6%
Aerospace
&
Defense,
United
States
Air
Products
and
Chemicals,
Inc.
2.4%
Chemicals,
United
States
Franklin
Rising
Dividends
Fund
5
franklintempleton.com
Annual
Report
likely
help
it
maintain
market
share
and
pricing
advantages
over
an
increasingly
competitive
field.
In
contrast,
managed
care
and
insurance
company
UnitedHealth
Group
contributed
to
absolute
performance,
with
shares
advancing
amid
balanced
growth
across
the
company’s
business
units,
despite
concerns
surrounding
the
Omicron
variant
of
COVID-19
and
competition
for
Medicare
Advantage
customers.
UnitedHealth
repeatedly
reported
strong
earnings
growth,
bolstered
by
higher
premiums
and
new-member
growth,
the
latter
driven
by
Medicare
Advantage
and
other
government
benefits.
The
company
has
twice
increased
guidance
for
the
full
year
and
continued
to
forecast
double-digit
earnings
growth.
UnitedHealth
has
also
been
active
in
mergers
and
acquisitions,
including
the
ongoing
$13
billion
purchase
of
health
care
technology
firm
Change
Healthcare
(not
a
Fund
holding),
which
was
approved
by
federal
courts
in
September
2022,
and
the
announced
acquisition
of
United
Kingdom-based
health
care
technology
firm
EMIS
Group
(not
a
Fund
holding
before
the
acquisition),
through
which
UnitedHealth
hopes
to
improve
its
relationship
with
the
U.K.’s
National
Health
Service.
Lithium
producer
Albemarle
was
a
notable
contributor.
The
company
continued
to
benefit
from
strong
fundamentals
in
the
lithium
market,
bolstered
by
demand
for
electric
vehicles
(EVs),
rechargeable
batteries
for
smartphones,
and
other
end
markets.
Prices
for
lithium
and
lithium-based
chemicals
more
than
doubled
in
2021,
continued
to
rise
sharply
in
the
first
half
of
2022,
and
remained
high
through
the
period.
Demand
forecasts
are
very
strong
amid
expectations
for
accelerating
EV
penetration.
Albemarle
reported
better-than-
expected
earnings
and
raised
guidance
toward
the
end
of
the
period.
The
U.S.
passage
of
the
Inflation
Reduction
Act,
which
provides
subsidies
for
EVs,
bolstered
the
stock.
Integrated
energy
firm
Chevron
saw
benefits
from
higher
oil
and
energy
prices
and
strong
demand
across
the
period.
The
company
reported
record
earnings
in
both
April
and
July
2022,
benefiting
from
high
prices
for
oil
and
natural
gas,
as
well
as
strong
margins.
Refining
profits
surged
in
the
wake
of
Russia’s
invasion
of
Ukraine.
Throughout
the
period,
consensus
earnings
estimates
rose
sharply.
Chevron’s
free
cash
flow
is
higher
than
it
has
been
in
many
years
amid
its
strong
financial
results,
in
part
because
the
company
has
maintained
capital
discipline,
with
a
focus
on
dividends
and
increasing
its
target
for
share
buybacks.
In
July,
the
company
significantly
raised
its
annual
buyback
plan
to
a
range
of
$10
billion
to
$15
billion.
Chevron
also
completed
the
acquisition
of
Renewable
Energy
Group
(not
a
Fund
holding
before
the
acquisition)
as
it
continues
efforts
to
grow
its
lower-carbon
energy
businesses.
Thank
you
for
your
participation
in
Franklin
Rising
Dividends
Fund.
We
look
forward
to
continuing
to
serve
your
investment
needs.
Nicholas
P.
B.
Getaz,
CFA
Co-Lead
Portfolio
Manager
Matthew
D.
Quinlan
Co-Lead
Portfolio
Manager
Amritha
Kasturirangan,
CFA
Nayan
Sheth,
CFA
Portfolio
Management
Team
The
foregoing
information
reflects
our
analysis,
opinions
and
portfolio
holdings
as
of
September
30,
2022,
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.
Performance
Summary
as
of
September
30,
2022
Franklin
Rising
Dividends
Fund
6
franklintempleton.com
Annual
Report
The
performance
table
and
graphs
do
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
9/30/22
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
is
5.50%
and
the
minimum
is
0%.
Class
A:
5.50%
maximum
initial
sales
charge;
Advisor
Class:
no
sales
charges.
For
other
share
classes,
visit
franklintempleton.com.
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,
go
to
franklintempleton.com
or
call
(800)
342-5236
.
Share
Class
Cumulative
Total
Return
2
Average
Annual
Total
Return
3
–
A
4
1-Year
-11.63%
-16.49%
5-Year
+52.82%
+7.63%
10-Year
+173.45%
+9.96%
Advisor
1-Year
-11.41%
-11.41%
5-Year
+54.76%
+9.13%
10-Year
+180.37%
+10.86%
See
page
8
for
Performance
Summary
footnotes.
Franklin
Rising
Dividends
Fund
Performance
Summary
7
franklintempleton.com
Annual
Report
See
page
8
for
Performance
Summary
footnotes.
Total
Return
Index
Comparison
for
a
Hypothetical
$10,000
Investment
1
Total
return
represents
the
change
in
value
of
an
investment
over
the
periods
shown.
It
includes
any
applicable
maximum
sales
charge,
Fund
expenses,
account
fees
and
reinvested
distributions.
The
unmanaged
index
includes
reinvestment
of
any
income
or
distributions.
It
differs
from
the
Fund
in
composition
and
does
not
pay
management
fees
or
expenses.
One
cannot
invest
directly
in
an
index.
Class
A
(9/30/12–9/30/22)
Advisor
Class
(9/30/12–9/30/22)
Franklin
Rising
Dividends
Fund
Performance
Summary
8
franklintempleton.com
Annual
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.
Value
securities
may
not
increase
in
price
as
anticipated
or
may
decline
further
in
value.
For
stocks
paying
dividends,
dividends
are
not
guaranteed,
and
can
increase,
decrease
or
be
totally
eliminated
without
notice.
While
smaller
and
midsize
compa-
nies
may
offer
substantial
opportunities
for
capital
growth,
they
also
involve
heightened
risks
and
should
be
considered
speculative.
Historically,
smaller
and
midsize-company
securities
have
been
more
volatile
in
price
than
larger
company
securities,
especially
over
the
short
term.
The
manager’s
portfolio
selection
strategy
is
not
solely
based
on
ESG
considerations,
and
therefore
the
issuers
in
which
the
Fund
invests
may
not
be
considered
ESG-focused
companies.
Integrating
ESG
considerations
into
the
investment
process
is
not
a
guarantee
that
better
performance
will
be
achieved.
Events
such
as
the
spread
of
deadly
diseases,
disasters,
and
financial,
political
or
social
disruptions,
may
heighten
risks
and
adversely
affect
performance.
The
Fund’s
prospectus
also
includes
a
description
of
the
main
investment
risks.
Russia’s
military
invasion
of
Ukraine
in
February
2022,
the
resulting
responses
by
the
United
States
and
other
countries,
and
the
potential
for
wider
conflict
could
increase
volatility
and
uncertainty
in
the
financial
markets
and
adversely
affect
regional
and
global
economies.
The
United
States
and
other
countries
have
im-
posed
broad-ranging
economic
sanctions
on
Russia
and
certain
Russian
individuals,
banking
entities
and
corporations
as
a
response
to
its
invasion
of
Ukraine.
The
United
States
and
other
countries
have
also
imposed
economic
sanctions
on
Belarus
and
may
impose
sanctions
on
other
countries
that
support
Russia’s
military
invasion.
These
sanctions,
as
well
as
any
other
economic
consequences
related
to
the
invasion,
such
as
additional
sanctions,
boycotts
or
changes
in
consumer
or
purchaser
preferences
or
cyberattacks
on
governments,
companies
or
individuals,
may
further
decrease
the
value
and
liquidity
of
certain
Russian
securities
and
securities
of
issuers
in
other
countries
that
are
subject
to
economic
sanctions
related
to
the
invasion.
1.
The
total
annual
operating
expenses
are
sourced
from
the
Fund's
prospectus
available
at
the
time
of
publication.
Actual
expenses
may
be
higher
and
may
impact
portfolio
returns.
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.
Prior
to
9/10/18,
these
shares
were
offered
at
a
higher
initial
sales
charge
of
5.75%,
thus
actual
returns
(with
sales
charges)
would
have
differed.
Average
annual
total
returns
(with
sales
charges)
have
been
restated
to
reflect
the
current
maximum
initial
sales
charge
of
5.50%.
5.
Source:
Morningstar.
The
S&P
500
is
a
market
capitalization-weighted
index
of
500
stocks
designed
to
measure
total
U.S.
equity
market
performance.
6.
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.
Distributions
(10/1/21–9/30/22)
Share
Class
Net
Investment
Income
Short-Term
Capital
Gain
Long-Term
Capital
Gain
Total
A
$0.6353
$0.0069
$3.7349
$4.3771
C
$0.0644
$0.0069
$3.7349
$3.8062
R
$0.4021
$0.0069
$3.7349
$4.1439
R6
$0.9310
$0.0069
$3.7349
$4.6728
Advisor
$0.8634
$0.0069
$3.7349
$4.6052
Total
Annual
Operating
Expenses
6
Share
Class
A
0.85%
Advisor
0.60%
Your
Fund’s
Expenses
Franklin
Rising
Dividends
Fund
9
franklintempleton.com
Annual
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
4/1/22
Ending
Account
Value
9/30/22
Expenses
Paid
During
Period
4/1/22–9/30/22
1,2
Ending
Account
Value
9/30/22
Expenses
Paid
During
Period
4/1/22–9/30/22
1,2
a
Net
Annualized
Expense
Ratio
2
A
$1,000
$840.10
$3.87
$1,020.86
$4.25
0.84%
C
$1,000
$836.80
$7.32
$1,017.10
$8.03
1.59%
R
$1,000
$839.10
$5.02
$1,019.61
$5.51
1.09%
R6
$1,000
$
841.50
$2.33
$1,022.54
$2.56
0.51%
Advisor
$1,000
$841.20
$2.72
$1,022.12
$2.98
0.59%
Franklin
Managed
Trust
Financial
Highlights
Franklin
Rising
Dividends
Fund
franklintempleton.com
Annual
Report
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
10
f
a
Year
Ended
September
30,
2022
2021
2020
2019
2018
Class
A
Per
share
operating
performance
(for
a
share
outstanding
throughout
the
year)
Net
asset
value,
beginning
of
year
...................
$90.55
$72.25
$67.81
$66.02
$58.98
Income
from
investment
operations
a
:
Net
investment
income
b
.........................
0.76
0.63
0.69
0.73
0.70
Net
realized
and
unrealized
gains
(losses)
...........
(10.61)
18.30
5.84
3.97
8.40
Total
from
investment
operations
....................
(9.85)
18.93
6.53
4.70
9.10
Less
distributions
from:
Net
investment
income
..........................
(0.64)
(0.63)
(0.71)
(0.75)
(0.66)
Net
realized
gains
.............................
(3.74)
—
(1.38)
(2.16)
(1.40)
Total
distributions
...............................
(4.38)
(0.63)
(2.09)
(2.91)
(2.06)
Net
asset
value,
end
of
year
.......................
$76.32
$90.55
$72.25
$67.81
$66.02
Total
return
c
...................................
(11.63)%
26.31%
9.97%
7.55%
15.77%
Ratios
to
average
net
assets
Expenses
d,
e
....................................
0.84%
0.85%
0.86%
0.87%
0.87%
Net
investment
income
...........................
0.86%
0.74%
1.02%
1.16%
1.14%
Supplemental
data
Net
assets,
end
of
year
(000’s)
.....................
$15,339,642
$17,819,162
$14,152,903
$13,214,451
$12,295,189
Portfolio
turnover
rate
............................
3.02%
f
5.04%
9.11%
2.65%
1.63%
a
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.
b
Based
on
average
daily
shares
outstanding.
c
Total
return
does
not
reflect
sales
commissions
or
contingent
deferred
sales
charges,
if
applicable.
d
Benefit
of
expense
reduction
rounds
to
less
than
0.01%.
e
Benefit
of
waiver
and
payments
by
affiliates
rounds
to
less
than
0.01%.
f
Excludes
the
value
of
portfolio
activity
as
a
result
of
in-kind
transactions.
See
Note
3(h).
Franklin
Managed
Trust
Financial
Highlights
Franklin
Rising
Dividends
Fund
(continued)
franklintempleton.com
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Annual
Report
11
a
Year
Ended
September
30,
2022
2021
2020
2019
2018
Class
C
Per
share
operating
performance
(for
a
share
outstanding
throughout
the
year)
Net
asset
value,
beginning
of
year
...................
$88.67
$70.77
$66.43
$64.73
$57.86
Income
from
investment
operations
a
:
Net
investment
income
(loss)
b
....................
0.09
(—)
c
0.18
0.25
0.24
Net
realized
and
unrealized
gains
(losses)
...........
(10.38)
17.95
5.75
3.88
8.25
Total
from
investment
operations
....................
(10.29)
17.95
5.93
4.13
8.49
Less
distributions
from:
Net
investment
income
..........................
(0.06)
(0.05)
(0.21)
(0.27)
(0.22)
Net
realized
gains
.............................
(3.74)
—
(1.38)
(2.16)
(1.40)
Total
distributions
...............................
(3.80)
(0.05)
(1.59)
(2.43)
(1.62)
Net
asset
value,
end
of
year
.......................
$74.58
$88.67
$70.77
$66.43
$64.73
Total
return
d
...................................
(12.31)%
25.37%
9.13%
6.75%
14.92%
Ratios
to
average
net
assets
Expenses
e,f
....................................
1.59%
1.60%
1.61%
1.62%
1.62%
Net
investment
income
(loss)
......................
0.10%
(—)%
g
0.28%
0.41%
0.39%
Supplemental
data
Net
assets,
end
of
year
(000’s)
.....................
$1,101,919
$1,572,738
$1,963,672
$2,375,567
$2,980,374
Portfolio
turnover
rate
............................
3.02%
h
5.04%
9.11%
2.65%
1.63%
a
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.
b
Based
on
average
daily
shares
outstanding.
c
Amount
rounds
to
less
than
$0.01
per
share.
d
Total
return
does
not
reflect
sales
commissions
or
contingent
deferred
sales
charges,
if
applicable.
e
Benefit
of
expense
reduction
rounds
to
less
than
0.01%.
f
Benefit
of
waiver
and
payments
by
affiliates
rounds
to
less
than
0.01%.
g
Rounds
to
less
than
0.01%.
h
Excludes
the
value
of
portfolio
activity
as
a
result
of
in-kind
transactions.
See
Note
3(h).
Franklin
Managed
Trust
Financial
Highlights
Franklin
Rising
Dividends
Fund
(continued)
franklintempleton.com
Annual
Report
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
12
a
Year
Ended
September
30,
2022
2021
2020
2019
2018
Class
R
Per
share
operating
performance
(for
a
share
outstanding
throughout
the
year)
Net
asset
value,
beginning
of
year
...................
$90.21
$71.98
$67.56
$65.78
$58.76
Income
from
investment
operations
a
:
Net
investment
income
b
.........................
0.54
0.42
0.52
0.57
0.55
Net
realized
and
unrealized
gains
(losses)
...........
(10.59)
18.24
5.82
3.96
8.37
Total
from
investment
operations
....................
(10.05)
18.66
6.34
4.53
8.92
Less
distributions
from:
Net
investment
income
..........................
(0.40)
(0.43)
(0.54)
(0.59)
(0.50)
Net
realized
gains
.............................
(3.74)
—
(1.38)
(2.16)
(1.40)
Total
distributions
...............................
(4.14)
(0.43)
(1.92)
(2.75)
(1.90)
Net
asset
value,
end
of
year
.......................
$76.02
$90.21
$71.98
$67.56
$65.78
Total
return
....................................
(11.87)%
26.00%
9.67%
7.28%
15.50%
Ratios
to
average
net
assets
Expenses
c
,d
....................................
1.09%
1.10%
1.11%
1.12%
1.12%
Net
investment
income
...........................
0.61%
0.49%
0.78%
0.91%
0.89%
Supplemental
data
Net
assets,
end
of
year
(000’s)
.....................
$159,396
$192,325
$176,413
$194,827
$203,792
Portfolio
turnover
rate
............................
3.02%
e
5.04%
9.11%
2.65%
1.63%
a
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.
b
Based
on
average
daily
shares
outstanding.
c
Benefit
of
expense
reduction
rounds
to
less
than
0.01%.
d
Benefit
of
waiver
and
payments
by
affiliates
rounds
to
less
than
0.01%.
e
Excludes
the
value
of
portfolio
activity
as
a
result
of
in-kind
transactions.
See
Note
3(h).
Franklin
Managed
Trust
Financial
Highlights
Franklin
Rising
Dividends
Fund
(continued)
franklintempleton.com
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Annual
Report
13
a
Year
Ended
September
30,
2022
2021
2020
2019
2018
Class
R6
Per
share
operating
performance
(for
a
share
outstanding
throughout
the
year)
Net
asset
value,
beginning
of
year
...................
$90.51
$72.21
$67.79
$65.97
$58.97
Income
from
investment
operations
a
:
Net
investment
income
b
.........................
1.05
0.90
0.90
0.94
0.83
Net
realized
and
unrealized
gains
(losses)
...........
(10.62)
18.29
5.83
3.98
8.47
Total
from
investment
operations
....................
(9.57)
19.19
6.73
4.92
9.30
Less
distributions
from:
Net
investment
income
..........................
(0.93)
(0.89)
(0.93)
(0.94)
(0.90)
Net
realized
gains
.............................
(3.74)
—
(1.38)
(2.16)
(1.40)
Total
distributions
...............................
(4.67)
(0.89)
(2.31)
(3.10)
(2.30)
Net
asset
value,
end
of
year
.......................
$76.27
$90.51
$72.21
$67.79
$65.97
Total
return
....................................
(11.35)%
26.72%
10.33%
7.91%
16.18%
Ratios
to
average
net
assets
Expenses
c
,d
....................................
0.52%
0.53%
0.53%
0.53%
0.53%
Net
investment
income
...........................
1.19%
1.06%
1.35%
1.50%
1.48%
Supplemental
data
Net
assets,
end
of
year
(000’s)
.....................
$2,331,423
$2,510,987
$2,187,987
$1,852,106
$1,743,486
Portfolio
turnover
rate
............................
3.02%
e
5.04%
9.11%
2.65%
1.63%
a
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.
b
Based
on
average
daily
shares
outstanding.
c
Benefit
of
expense
reduction
rounds
to
less
than
0.01%.
d
Benefit
of
waiver
and
payments
by
affiliates
rounds
to
less
than
0.01%.
e
Excludes
the
value
of
portfolio
activity
as
a
result
of
in-kind
transactions.
See
Note
3(h).
Franklin
Managed
Trust
Financial
Highlights
Franklin
Rising
Dividends
Fund
(continued)
franklintempleton.com
Annual
Report
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
14
a
Year
Ended
September
30,
2022
2021
2020
2019
2018
Advisor
Class
Per
share
operating
performance
(for
a
share
outstanding
throughout
the
year)
Net
asset
value,
beginning
of
year
...................
$90.50
$72.21
$67.78
$65.98
$58.95
Income
from
investment
operations
a
:
Net
investment
income
b
.........................
0.98
0.84
0.85
0.89
0.90
Net
realized
and
unrealized
gains
(losses)
...........
(10.61)
18.28
5.84
3.97
8.34
Total
from
investment
operations
....................
(9.63)
19.12
6.69
4.86
9.24
Less
distributions
from:
Net
investment
income
..........................
(0.86)
(0.83)
(0.88)
(0.90)
(0.81)
Net
realized
gains
.............................
(3.74)
—
(1.38)
(2.16)
(1.40)
Total
distributions
...............................
(4.60)
(0.83)
(2.26)
(3.06)
(2.21)
Net
asset
value,
end
of
year
.......................
$76.27
$90.50
$72.21
$67.78
$65.98
Total
return
....................................
(11.41)%
26.62%
10.25%
7.82%
16.07%
Ratios
to
average
net
assets
Expenses
c
,d
....................................
0.59%
0.60%
0.61%
0.62%
0.62%
Net
investment
income
...........................
1.11%
0.99%
1.28%
1.41%
1.39%
Supplemental
data
Net
assets,
end
of
year
(000’s)
.....................
$3,430,804
$4,295,258
$3,421,716
$3,282,003
$2,883,129
Portfolio
turnover
rate
............................
3.02
%
e
5.04%
9.11%
2.65%
1.63%
a
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.
b
Based
on
average
daily
shares
outstanding.
c
Benefit
of
expense
reduction
rounds
to
less
than
0.01%.
d
Benefit
of
waiver
and
payments
by
affiliates
rounds
to
less
than
0.01%.
e
Excludes
the
value
of
portfolio
activity
as
a
result
of
in-kind
transactions.
See
Note
3(h).
Franklin
Managed
Trust
Schedule
of
Investments,
September
30,
2022
Franklin
Rising
Dividends
Fund
franklintempleton.com
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Annual
Report
15
a
a
Shares
a
Value
a
Common
Stocks
97.2%
Aerospace
&
Defense
4.1%
General
Dynamics
Corp.
..............................................
1,573,345
$
333,816,609
Raytheon
Technologies
Corp.
..........................................
7,155,142
585,719,924
919,536,533
Air
Freight
&
Logistics
2.1%
United
Parcel
Service,
Inc.,
B
..........................................
2,909,052
469,928,260
Banks
1.2%
JPMorgan
Chase
&
Co.
...............................................
2,565,290
268,072,805
Beverages
2.0%
PepsiCo,
Inc.
......................................................
2,783,083
454,366,131
Biotechnology
1.6%
AbbVie,
Inc.
.......................................................
2,612,432
350,614,499
Building
Products
2.6%
Carlisle
Cos.,
Inc.
...................................................
947,507
265,690,438
Johnson
Controls
International
plc
.......................................
6,596,177
324,663,832
590,354,270
Capital
Markets
1.4%
Nasdaq,
Inc.
.......................................................
5,410,128
306,646,055
Chemicals
9.6%
Air
Products
and
Chemicals,
Inc.
........................................
2,351,440
547,250,631
Albemarle
Corp.
....................................................
1,775,116
469,411,675
Ecolab,
Inc.
........................................................
1,836,997
265,299,107
Linde
plc
..........................................................
2,707,634
729,951,050
Sherwin-Williams
Co.
(The)
............................................
644,274
131,915,101
2,143,827,564
Commercial
Services
&
Supplies
1.8%
Cintas
Corp.
.......................................................
1,053,923
409,122,369
Electrical
Equipment
0.7%
nVent
Electric
plc
...................................................
5,009,065
158,336,545
Food
&
Staples
Retailing
1.5%
Walmart,
Inc.
......................................................
2,586,107
335,418,078
Food
Products
2.2%
McCormick
&
Co.,
Inc.
...............................................
4,268,978
304,250,062
Mondelez
International,
Inc.,
A
..........................................
3,201,025
175,512,201
479,762,263
Health
Care
Equipment
&
Supplies
9.2%
Abbott
Laboratories
..................................................
4,513,177
436,695,007
Becton
Dickinson
and
Co.
.............................................
2,400,500
534,903,415
Medtronic
plc
......................................................
5,112,790
412,857,792
Stryker
Corp.
......................................................
3,352,474
679,010,084
2,063,466,298
Health
Care
Providers
&
Services
3.7%
CVS
Health
Corp.
...................................................
1,300,095
123,990,060
UnitedHealth
Group,
Inc.
..............................................
1,381,432
697,678,417
821,668,477
Hotels,
Restaurants
&
Leisure
2.5%
McDonald's
Corp.
...................................................
1,894,100
437,044,634
Franklin
Managed
Trust
Schedule
of
Investments
Franklin
Rising
Dividends
Fund
(continued)
franklintempleton.com
Annual
Report
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
16
a
a
Shares
a
Value
a
Common
Stocks
(continued)
Hotels,
Restaurants
&
Leisure
(continued)
Starbucks
Corp.
....................................................
1,317,687
$
111,028,307
548,072,941
Household
Products
2.8%
Colgate-Palmolive
Co.
...............................................
3,653,490
256,657,672
Procter
&
Gamble
Co.
(The)
...........................................
2,959,991
373,698,864
630,356,536
Industrial
Conglomerates
2.2%
Honeywell
International,
Inc.
...........................................
3,007,092
502,094,151
Insurance
0.9%
Erie
Indemnity
Co.,
A
.................................................
934,478
207,743,804
IT
Services
5.5%
Accenture
plc,
A
....................................................
2,818,028
725,078,604
Visa,
Inc.,
A
........................................................
2,882,721
512,115,386
1,237,193,990
Life
Sciences
Tools
&
Services
2.0%
Danaher
Corp.
.....................................................
241,652
62,416,295
West
Pharmaceutical
Services,
Inc.
......................................
1,569,781
386,291,709
448,708,004
Machinery
2.7%
Donaldson
Co.,
Inc.
.................................................
2,473,417
121,222,167
Dover
Corp.
.......................................................
2,597,810
302,852,690
Pentair
plc
........................................................
4,207,265
170,941,177
595,016,034
Multiline
Retail
2.0%
Target
Corp.
.......................................................
3,059,614
454,016,121
Oil,
Gas
&
Consumable
Fuels
3.3%
Chevron
Corp.
.....................................................
2,201,898
316,346,685
EOG
Resources,
Inc.
................................................
2,074,212
231,751,707
Exxon
Mobil
Corp.
...................................................
2,173,138
189,736,679
737,835,071
Pharmaceuticals
3.1%
Johnson
&
Johnson
.................................................
2,845,857
464,899,200
Pfizer,
Inc.
.........................................................
4,957,904
216,957,879
681,857,079
Road
&
Rail
2.1%
JB
Hunt
Transport
Services,
Inc.
........................................
1,173,960
183,630,823
Norfolk
Southern
Corp.
...............................................
1,367,167
286,626,562
470,257,385
Semiconductors
&
Semiconductor
Equipment
6.0%
Analog
Devices,
Inc.
.................................................
4,710,401
656,347,275
Texas
Instruments,
Inc.
...............................................
4,446,073
688,163,179
1,344,510,454
Software
11.8%
Microsoft
Corp.
.....................................................
7,992,683
1,861,495,871
Roper
Technologies,
Inc.
..............................................
2,152,547
774,142,003
2,635,637,874
Franklin
Managed
Trust
Schedule
of
Investments
Franklin
Rising
Dividends
Fund
(continued)
franklintempleton.com
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Annual
Report
17
a
a
Shares
a
Value
a
Common
Stocks
(continued)
Specialty
Retail
3.5%
Lowe's
Cos.,
Inc.
....................................................
2,451,364
$
460,390,673
Ross
Stores,
Inc.
...................................................
3,905,372
329,105,698
789,496,371
Technology
Hardware,
Storage
&
Peripherals
0.3%
Apple,
Inc.
........................................................
430,708
59,523,846
Textiles,
Apparel
&
Luxury
Goods
1.5%
NIKE,
Inc.,
B
.......................................................
4,056,497
337,176,031
Trading
Companies
&
Distributors
1.3%
WW
Grainger,
Inc.
...................................................
569,266
278,479,234
Total
Common
Stocks
(Cost
$10,026,292,375)
...................................
21,729,095,073
a
a
a
a
Short
Term
Investments
2.9%
a
Money
Market
Funds
2.9%
a,b
Institutional
Fiduciary
Trust
-
Money
Market
Portfolio,
2.42%
...................
643,587,163
643,587,163
Total
Money
Market
Funds
(Cost
$643,587,163)
.................................
643,587,163
Total
Short
Term
Investments
(Cost
$643,587,163
)
...............................
643,587,163
a
Total
Investments
(Cost
$10,669,879,538)
100.1%
...............................
$22,372,682,236
Other
Assets,
less
Liabilities
(0.1)%
...........................................
(9,498,041)
Net
Assets
100.0%
...........................................................
$22,363,184,195
a
See
Note
3(f)
regarding
investments
in
affiliated
management
investment
companies.
b
The
rate
shown
is
the
annualized
seven-day
effective
yield
at
period
end.
Franklin
Managed
Trust
Financial
Statements
Statement
of
Assets
and
Liabilities
September
30,
2022
franklintempleton.com
Annual
Report
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
18
Franklin
Rising
Dividends
Fund
Assets:
Investments
in
securities:
Cost
-
Unaffiliated
issuers
...................................................................
$10,026,292,375
Cost
-
Non-controlled
affiliates
(Note
3
f
)
........................................................
643,587,163
Value
-
Unaffiliated
issuers
..................................................................
$21,729,095,073
Value
-
Non-controlled
affiliates
(Note
3
f
)
........................................................
643,587,163
Receivables:
Capital
shares
sold
........................................................................
10,167,518
Dividends
...............................................................................
16,925,097
Total
assets
..........................................................................
22,399,774,851
Liabilities:
Payables:
Capital
shares
redeemed
...................................................................
17,767,606
Management
fees
.........................................................................
9,494,890
Distribution
fees
..........................................................................
4,434,333
Transfer
agent
fees
........................................................................
4,368,775
Accrued
expenses
and
other
liabilities
...........................................................
525,052
Total
liabilities
.........................................................................
36,590,656
Net
assets,
at
value
.................................................................
$22,363,184,195
Net
assets
consist
of:
Paid-in
capital
.............................................................................
$9,726,555,502
Total
distributable
earnings
(losses)
.............................................................
12,636,628,693
Net
assets,
at
value
.................................................................
$22,363,184,195
Franklin
Managed
Trust
Financial
Statements
Statement
of
Assets
and
Liabilities
(continued)
September
30,
2022
franklintempleton.com
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Annual
Report
19
Franklin
Rising
Dividends
Fund
Class
A:
Net
assets,
at
value
.......................................................................
$15,339,642,451
Shares
outstanding
........................................................................
200,997,544
Net
asset
value
per
share
a
..................................................................
$76.32
Maximum
offering
price
per
share
(net
asset
value
per
share
÷
94.50%)
................................
$80.76
Class
C:
Net
assets,
at
value
.......................................................................
$1,101,919,445
Shares
outstanding
........................................................................
14,774,073
Net
asset
value
and
maximum
offering
price
per
share
a
.............................................
$74.58
Class
R:
Net
assets,
at
value
.......................................................................
$159,395,507
Shares
outstanding
........................................................................
2,096,755
Net
asset
value
and
maximum
offering
price
per
share
.............................................
$76.02
Class
R6:
Net
assets,
at
value
.......................................................................
$2,331,422,749
Shares
outstanding
........................................................................
30,568,709
Net
asset
value
and
maximum
offering
price
per
share
.............................................
$76.27
Advisor
Class:
Net
assets,
at
value
.......................................................................
$3,430,804,043
Shares
outstanding
........................................................................
44,983,949
Net
asset
value
and
maximum
offering
price
per
share
.............................................
$76.27
a
Redemption
price
is
equal
to
net
asset
value
less
contingent
deferred
sales
charges,
if
applicable.
Franklin
Managed
Trust
Financial
Statements
Statement
of
Operations
for
the
year
ended
September
30,
2022
franklintempleton.com
Annual
Report
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
20
Franklin
Rising
Dividends
Fund
Investment
income:
Dividends:
Unaffiliated
issuers
........................................................................
$445,377,567
Non-controlled
affiliates
(Note
3
f
)
.............................................................
2,701,140
Total
investment
income
...................................................................
448,078,707
Expenses:
Management
fees
(Note
3
a
)
...................................................................
129,206,222
Distribution
fees:
(Note
3c
)
Class
A
................................................................................
44,721,898
Class
C
................................................................................
14,370,551
Class
R
................................................................................
939,891
Transfer
agent
fees:
(Note
3e
)
Class
A
................................................................................
17,750,303
Class
C
................................................................................
1,419,512
Class
R
................................................................................
186,365
Class
R6
...............................................................................
634,406
Advisor
Class
............................................................................
4,181,072
Custodian
fees
(Note
4
)
......................................................................
130,009
Registration
and
filing
fees
....................................................................
471,596
Professional
fees
...........................................................................
145,999
Trustees'
fees
and
expenses
..................................................................
257,108
Other
....................................................................................
338,486
Total
expenses
.........................................................................
214,753,418
Expense
reductions
(Note
4
)
...............................................................
(666)
Expenses
waived/paid
by
affiliates
(Note
3
f
)
....................................................
(1,107,934)
Net
expenses
.........................................................................
213,644,818
Net
investment
income
................................................................
234,433,889
Realized
and
unrealized
gains
(losses):
Net
realized
gain
(loss)
from:
Investments:
+
Unaffiliated
issuers
......................................................................
1,278,547,565
Net
change
in
unrealized
appreciation
(depreciation)
on:
Investments:
Unaffiliated
issuers
......................................................................
(4,474,200,147)
Net
realized
and
unrealized
gain
(loss)
............................................................
(3,195,652,582)
Net
increase
(decrease)
in
net
assets
resulting
from
operations
..........................................
$(2,961,218,693)
+
Includes
gains
from
a
redemption
in-kind
(Note
3h)
$182,979,409
Franklin
Managed
Trust
Financial
Statements
Statements
of
Changes
in
Net
Assets
franklintempleton.com
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Annual
Report
21
Franklin
Rising
Dividends
Fund
Year
Ended
September
30,
2022
Year
Ended
September
30,
2021
Increase
(decrease)
in
net
assets:
Operations:
Net
investment
income
.................................................
$234,433,889
$189,564,236
Net
realized
gain
(loss)
.................................................
1,278,547,565
1,138,367,633
Net
change
in
unrealized
appreciation
(depreciation)
...........................
(4,474,200,147)
4,372,822,985
Net
increase
(decrease)
in
net
assets
resulting
from
operations
................
(2,961,218,693)
5,700,754,854
Distributions
to
shareholders:
Class
A
.............................................................
(862,415,074)
(123,233,405)
Class
C
.............................................................
(65,094,509)
(1,284,451)
Class
R
.............................................................
(8,722,290)
(991,909)
Class
R6
............................................................
(131,386,163)
(25,572,427)
Advisor
Class
........................................................
(217,740,560)
(39,180,394)
Total
distributions
to
shareholders
..........................................
(1,285,358,596)
(190,262,586)
Capital
share
transactions:
(Note
2
)
Class
A
.............................................................
408,932,122
89,855,692
Class
C
.............................................................
(252,821,540)
(876,042,373)
Class
R
.............................................................
(2,944,288)
(26,206,045)
Class
R6
............................................................
251,182,110
(214,085,064)
Advisor
Class
........................................................
(185,058,300)
3,765,501
Total
capital
share
transactions
............................................
219,290,104
(1,022,712,289)
Net
increase
(decrease)
in
net
assets
...................................
(4,027,287,185)
4,487,779,979
Net
assets:
Beginning
of
year
.......................................................
26,390,471,380
21,902,691,401
End
of
year
...........................................................
$22,363,184,195
$26,390,471,380
Franklin
Managed
Trust
Notes
to
Financial
Statements
Franklin
Rising
Dividends
Fund
22
franklintempleton.com
Annual
Report
1.
Organization
and
Significant
Accounting
Policies
Franklin
Managed
Trust (Trust)
is
registered
under
the
Investment
Company
Act
of
1940
(1940
Act)
as
an
open-
end
management
investment
company,
consisting
of
one
fund, Franklin
Rising
Dividends
Fund
(Fund)
and
applies
the
specialized
accounting
and
reporting
guidance
in
U.S.
Generally
Accepted
Accounting
Principles
(U.S.
GAAP).
The
Fund
offers
five
classes
of
shares:
Class
A,
Class
C,
Class
R,
Class
R6
and
Advisor
Class.
Class
C
shares
automatically
convert
to
Class
A
shares
on
a
monthly
basis,
after
they
have
been
held
for
8
years.
Each
class
of
shares
may
differ
by
its
initial
sales
load,
contingent
deferred
sales
charges,
voting
rights
on
matters
affecting
a
single
class,
its
exchange
privilege
and
fees
due
to
differing
arrangements
for
distribution
and
transfer
agent
fees.
The
following
summarizes
the
Fund’s
significant
accounting
policies.
a.
Financial
Instrument
Valuation
The
Fund's
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
Fund
calculates
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
Fund's
Board
of
Trustees
(the
Board),
the
Board
has
designated
the
Fund’s
investment
manager
as
the
valuation
designee
and
has
responsibility
for
oversight
of
valuation.
The
investment
manager
is
assisted
by
the
Fund’s
administrator
in
performing
this
responsibility,
including
leading
the
cross-
functional
Valuation
Committee
(VC).
The
Fund
may
utilize
independent
pricing
services,
quotations
from
securities
and
financial
instrument
dealers,
and
other
market
sources
to
determine
fair
value.
Equity
securities
listed
on
an
exchange
or
on
the
NASDAQ
National
Market
System
are
valued
at
the
last
quoted
sale
price
or
the
official
closing
price of
the
day,
respectively.
Foreign
equity
securities
are
valued
as
of
the
close
of
trading
on
the
foreign
stock
exchange
on
which
the
security
is
primarily
traded,
or
as
of
4
p.m.
Eastern
time.
The
value
is
then
converted
into
its
U.S.
dollar
equivalent
at
the
foreign
exchange
rate
in
effect
at
4
p.m.
Eastern
time
on
the
day
that
the
value
of
the
security
is
determined.
Over-the-counter
(OTC)
securities
are
valued
within
the
range
of
the
most
recent
quoted
bid
and
ask
prices.
Securities
that
trade
in
multiple
markets
or
on
multiple
exchanges
are
valued
according
to
the
broadest
and
most
representative
market.
Certain
equity
securities
are
valued
based
upon
fundamental
characteristics
or
relationships
to
similar
securities.
Investments
in open-end mutual
funds
are
valued
at
the
closing
NAV.
The
Fund
has
procedures
to
determine
the
fair
value
of
financial
instruments
for
which
market
prices
are
not
reliable
or
readily
available.
Under
these
procedures,
the Fund
primarily
employs
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.
Trading
in
securities
on
foreign
securities
stock
exchanges
and
OTC
markets
may
be
completed
before
4
p.m.
Eastern
time.
In
addition,
trading
in
certain
foreign
markets
may
not
take
place
on
every
Fund's
business
day.
Events
can occur
between
the
time
at
which
trading
in
a
foreign
security
is
completed
and
4
p.m.
Eastern
time
that
might
call
into
question
the
reliability
of
the
value
of
a
portfolio
security
held
by
the
Fund.
As
a
result,
differences
may
arise
between
the
value
of
the
Fund's
portfolio
securities
as
determined
at
the
foreign
market
close
and
the
latest
indications
of
value
at
4
p.m.
Eastern
time.
In
order
to
minimize
the
potential
for
these
differences,
an
independent
pricing
service
may
be
used
to
adjust
the
value
of
the
Fund's
portfolio
securities
to
the
latest
indications
of
fair
value
at 4
p.m.
Eastern
time.
When
the
last
day
of
the
reporting
period
is
a
non-business
day,
certain
foreign
markets
may
be
open
on
those
days
that
the
Fund's
NAV
is
not
calculated,
which
could
result
in
differences
between
the
value
of
the
Fund's
portfolio
securities
on
the
last
business
day
and
the
last
calendar
day
of
the
reporting
period.
Any
security
valuation
changes
due
to
an
open
foreign
market
are
adjusted
and
reflected
by
the Fund
for
financial
reporting
purposes.
Franklin
Managed
Trust
Notes
to
Financial
Statements
23
franklintempleton.com
Annual
Report
Franklin
Rising
Dividends
Fund
(continued)
b.
Foreign
Currency
Translation
Portfolio
securities
and
other
assets
and
liabilities
denominated
in
foreign
currencies
are
translated
into
U.S.
dollars
based
on
the
exchange
rate
of
such
currencies
against
U.S.
dollars
on
the
date
of
valuation.
The
Fund
may
enter
into
foreign
currency
exchange
contracts
to
facilitate
transactions
denominated
in
a
foreign
currency.
Purchases
and
sales
of
securities,
income
and
expense
items
denominated
in
foreign
currencies
are
translated
into
U.S.
dollars
at
the
exchange
rate
in
effect
on
the
transaction
date.
Portfolio
securities
and
assets
and
liabilities
denominated
in
foreign
currencies
contain
risks
that
those
currencies
will
decline
in
value
relative
to
the
U.S.
dollar.
Occasionally,
events
may
impact
the
availability
or
reliability
of
foreign
exchange
rates
used
to
convert
the
U.S.
dollar
equivalent
value.
If
such
an
event
occurs,
the
foreign
exchange
rate
will
be
valued
at
fair
value
using
procedures
established
and
approved
by
the
Board.
The
Fund
does
not
separately
report
the
effect
of
changes
in
foreign
exchange
rates
from
changes
in
market
prices
on
securities
held.
Such
changes
are
included
in
net
realized
and
unrealized
gain
or
loss
from
investments
in
the
Statement of
Operations.
Realized
foreign
exchange
gains
or
losses
arise
from
sales
of
foreign
currencies,
currency
gains
or
losses
realized
between
the
trade
and
settlement
dates
on
securities
transactions
and
the
difference
between
the
recorded
amounts
of
dividends,
interest,
and
foreign
withholding
taxes
and
the
U.S.
dollar
equivalent
of
the
amounts
actually
received
or
paid.
Net
unrealized
foreign
exchange
gains
and
losses
arise
from
changes
in
foreign
exchange
rates
on
foreign
denominated
assets
and
liabilities
other
than
investments
in
securities
held
at
the
end
of
the
reporting
period.
c.
Income
and
Deferred
Taxes
It
is the
Fund's
policy
to
qualify
as
a
regulated
investment
company
under
the
Internal
Revenue
Code. The
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 Fund
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
it
invests.
Foreign
taxes,
if
any,
are
recorded
based
on
the
tax
regulations
and
rates
that
exist
in
the
foreign
markets
in
which
the
Fund
invests.
When
a
capital
gain
tax
is
determined
to
apply,
the
Fund
records
an
estimated
deferred
tax
liability
in
an
amount
that
would
be
payable
if
the
securities
were
disposed
of
on
the
valuation
date.
The
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
September
30,
2022,
the
Fund
has
determined
that
no
tax
liability
is
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.
d.
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.
Estimated
expenses
are
accrued
daily.
Dividend
income
is
recorded
on
the
ex-dividend
date
except
for
certain
dividends
from
securities
where
the
dividend
rate
is
not
available.
In
such
cases,
the
dividend
is
recorded
as
soon
as
the
information
is
received
by
the
Fund.
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.
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.
1.
Organization
and
Significant
Accounting
Policies
(continued)
Franklin
Managed
Trust
Notes
to
Financial
Statements
24
franklintempleton.com
Annual
Report
Franklin
Rising
Dividends
Fund
(continued)
e.
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.
f.
Guarantees
and
Indemnifications
Under
the
Fund's
organizational
documents,
its
officers
and
trustees
are
indemnified
by
the
Fund
against
certain
liabilities
arising
out
of
the
performance
of
their
duties
to
the
Fund.
Additionally,
in
the
normal
course
of
business,
the
Fund
enters
into
contracts
with
service
providers
that
contain
general
indemnification
clauses.
The
Fund's
maximum
exposure
under
these
arrangements
is
unknown
as
this
would
involve
future
claims
that
may
be
made
against
the
Fund
that
have
not
yet
occurred.
Currently,
the
Fund
expects
the
risk
of
loss
to
be
remote.
2.
Shares
of
Beneficial
Interest
At
September
30,
2022,
there
were
an
unlimited
number
of
shares
authorized
(without
par
value).
Transactions
in
the
Fund’s
shares
were
as
follows:
Year
Ended
September
30,
2022
Year
Ended
September
30,
2021
Shares
Amount
Shares
Amount
Class
A
Shares:
Shares
sold
a
...................................
18,630,207
$1,658,932,004
28,001,792
$2,396,387,733
Shares
issued
in
reinvestment
of
distributions
..........
9,150,147
831,628,185
1,441,252
116,227,174
Shares
redeemed
...............................
(23,562,915)
(2,081,628,067)
(28,548,476)
(2,422,759,215)
Net
increase
(decrease)
..........................
4,217,439
$408,932,122
894,568
$89,855,692
Class
C
Shares:
Shares
sold
...................................
2,021,931
$178,618,796
2,974,475
$244,357,815
Shares
issued
in
reinvestment
of
distributions
..........
714,764
63,928,697
16,473
1,262,551
Shares
redeemed
a
..............................
(5,699,803)
(495,369,033)
(13,002,051)
(1,121,662,739)
Net
increase
(decrease)
..........................
(2,963,108)
$(252,821,540)
(10,011,103)
$(876,042,373)
Class
R
Shares:
Shares
sold
...................................
343,033
$30,389,816
374,978
$31,487,969
Shares
issued
in
reinvestment
of
distributions
..........
95,556
8,669,094
12,304
983,014
Shares
redeemed
...............................
(473,923)
(42,003,198)
(705,900)
(58,677,028)
Net
increase
(decrease)
..........................
(35,334)
$(2,944,288)
(318,618)
$(26,206,045)
Class
R6
Shares:
Shares
sold
...................................
6,811,029
$601,129,144
7,140,675
$597,589,317
Shares
issued
in
reinvestment
of
distributions
..........
1,373,825
124,421,292
301,474
24,224,113
Shares
redeemed
...............................
(5,360,115)
(474,368,326)
(9,998,994)
(835,898,494)
Net
increase
(decrease)
..........................
2,824,739
$251,182,110
(2,556,845)
$(214,085,064)
Advisor
Class
Shares:
Shares
sold
...................................
7,949,421
$696,808,743
11,564,561
$1,007,087,021
Shares
issued
in
reinvestment
of
distributions
..........
2,229,003
202,179,768
446,158
36,019,890
Shares
redeemed
in-kind
(Note
3h)
..................
(3,491,688)
(281,953,790)
—
—
Shares
redeemed
...............................
(9,162,218)
(802,093,021)
(11,939,421)
(1,039,341,410)
Net
increase
(decrease)
..........................
(2,475,482)
$(185,058,300)
71,298
$3,765,501
1.
Organization
and
Significant
Accounting
Policies
(continued)
Franklin
Managed
Trust
Notes
to
Financial
Statements
25
franklintempleton.com
Annual
Report
Franklin
Rising
Dividends
Fund
(continued)
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
Fund
are
also
officers
and/or
directors
of
the
following
subsidiaries:
a.
Management
Fees
The
Fund
pays
an
investment
management
fee,
calculated
daily
and
paid
monthly,
to
Advisers
based
on
the
average
daily
net
assets
of
the
Fund
as
follows:
For
the
year
ended
September
30,
2022,
the
gross
effective
investment
management
fee
rate
was 0.490%
of
the
Fund’s
average daily
net
assets.
b.
Administrative
Fees
Under
an
agreement
with
Advisers,
FT
Services
provides
administrative
services
to
the
Fund.
The
fee
is
paid
by
Advisers
based
on
the
Fund's
average
daily
net
assets,
and
is
not
an
additional
expense
of
the
Fund.
c.
Distribution
Fees
The
Board
has
adopted
distribution
plans
for
each
share
class,
with
the
exception
of
Class
R6
and
Advisor
Class
shares,
pursuant
to
Rule
12b-1
under
the
1940
Act.
Under
the
Fund’s
Class A reimbursement
distribution
plan,
the
Fund
reimburses
Distributors
for
costs
incurred
in
connection
with
the
servicing,
sale
and
distribution
of
the
Fund's
shares
up
to
the
maximum
annual
plan
rate.
Under
the
Class
A
reimbursement
distribution
plan,
costs
exceeding
the
maximum
for
the
current
plan
year
cannot
be
reimbursed
in
subsequent
periods.
In
addition,
under
the
Fund’s
Class C
and
R
compensation
distribution
plans,
the
Fund
pays
Distributors
for
costs
incurred
in
connection
with
the
servicing,
sale
and
distribution
of
the
Fund's
shares
up
to
the
maximum
annual
plan
rate
for
each
class.
The
plan
year,
for
purposes
of
monitoring
compliance
with
the
maximum
annual
plan
rates,
is
February
1
through
January
31.
The
maximum
annual
plan
rates,
based
on
the
average
daily
net
assets,
for
each
class,
are
as
follows:
a
May
include
a
portion
of
Class
C
shares
that
were
automatically
converted
to
Class
A.
Subsidiary
Affiliation
Franklin
Advisers,
Inc.
(Advisers)
Investment
manager
Franklin
Templeton
Services,
LLC
(FT
Services)
Administrative
manager
Franklin
Distributors,
LLC
(Distributors)
Principal
underwriter
Franklin
Templeton
Investor
Services,
LLC
(Investor
Services)
Transfer
agent
Annualized
Fee
Rate
Net
Assets
0.750%
Up
to
and
including
$500
million
0.625%
Over
$500
million,
up
to
and
including
$1
billion
0.500%
Over
$1
billion,
up
to
and
including
$5
billion
0.490%
Over
$5
billion,
up
to
and
including
$10
billion
0.480%
Over
$10
billion,
up
to
and
including
$20
billion
0.470%
In
excess
of
$20
billion
2.
Shares
of
Beneficial
Interest
(continued)
Franklin
Managed
Trust
Notes
to
Financial
Statements
26
franklintempleton.com
Annual
Report
Franklin
Rising
Dividends
Fund
(continued)
d.
Sales
Charges/Underwriting
Agreements
Front-end
sales
charges
and
contingent
deferred
sales
charges
(CDSC)
do
not
represent
expenses
of
the
Fund.
These
charges
are
deducted
from
the
proceeds
of
sales
of
F
und
shares
prior
to
investment
or
from
redemption
proceeds
prior
to
remittance,
as
applicable.
Distributors
has
advised
the
Fund
of
the
following
commission
transactions
related
to
the
sales
and
redemptions
of
the
Fund's
shares
for
the
year
:
e.
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.
These
fees
are
allocated
daily
based
upon
their
relative
proportion
of
such
classes'
aggregate
net
assets.
Class
R6
pays
Investor
Services
transfer
agent
fees
specific
to
that
class.
For
the
year
ended
September
30,
2022,
the
Fund
paid
transfer
agent
fees
of
$24,171,658,
of
which
$9,245,854
was retained
by
Investor
Services.
f.
Investments
in
Affiliated
Management
Investment
Companies
The
Fund
invests
in
one
or
more
affiliated
management
investment
companies.
As
defined
in
the
1940
Act,
an
investment
is
deemed
to
be
a
“Controlled
Affiliate”
of
a
fund
when
a
fund
owns,
either
directly
or
indirectly,
25%
or
more
of
the
affiliated
fund’s
outstanding
shares
or
has
the
power
to
exercise
control
over
management
or
policies
of
such
fund.
The
Fund
does
not
invest
for
purposes
of
exercising
a
controlling
influence
over
the
management
or
policies.
Management
fees
paid
by
the
Fund
are
waived
on
assets
invested
in
the
affiliated
management
investment
companies,
as
noted
in
the
Statement
of
Operations,
in
an
amount
not
to
exceed
the
management
and
administrative
fees
paid
directly
or
indirectly
by
each
affiliate.
During
the
year
ended
September
30,
2022,
the
Fund
held
investments
in
affiliated
management
investment
companies
as
follows:
Class
A
....................................................................................
0.25%
Class
C
....................................................................................
1.00%
Class
R
....................................................................................
0.50%
Sales
charges
retained
net
of
commissions
paid
to
unaffiliated
brokers/dealers
..............................
$2,087,505
CDSC
retained
..............................................................................
$162,672
aa
Value
at
Beginning
of
Year
Purchases
Sales
Realized
Gain
(Loss)
Net
Change
in
Unrealized
Appreciation
(Depreciation)
Value
at
End
of
Year
Number
of
Shares
Held
at
End
of
Year
Investment
Income
a
a
a
a
a
a
a
a
Franklin
Rising
Dividends
Fund
Non-Controlled
Affiliates
Dividends
Institutional
Fiduciary
Trust
-
Money
Market
Portfolio,
2.42%
.
$
351,254,684
$
1,537,543,594
$
(1,245,211,115)
$
—
$
—
$
643,587,163
643,587,163
$
2,701,140
Total
Affiliated
Securities
...
$351,254,684
$1,537,543,594
$(1,245,211,115)
$—
$—
$643,587,163
$2,701,140
3.
Transactions
with
Affiliates
(continued)
c.
Distribution
Fees
(continued)
Franklin
Managed
Trust
Notes
to
Financial
Statements
27
franklintempleton.com
Annual
Report
Franklin
Rising
Dividends
Fund
(continued)
g.
Waiver
and
Expense
Reimbursements
Investor
Services
has
contractually
agreed
in
advance
to
waive
or
limit
its
fees
so
that
the
Class
R6
transfer
agent
fees
do
not
exceed
0.03%
based
on
the
average
net
assets
of
the
class
until
January
31,
2023.
h.
Other
Affiliated
Transactions
During
the
year
ended
September
30,
2022,
the
New
Jersey
Better
Educational
Savings
Trust
Program
–
Franklin
Templeton
Managed
Investments
Options
(529
Portfolios)
redeemed
out
of
the
Fund.
As
a
result,
on
July
8,
2022,
the
Fund
delivered
portfolio
securities
and
cash
that
were
transferred
in-kind
to
the
529
Portfolios,
which
included
$182,979,409
of
net
realized
gains.
As
such
gains
are
not
taxable
to
the
Fund
and
are
not
distributed
to
remaining
shareholders,
they
are
reclassified
from
accumulated
net
realized
gains
to
paid-in
capital.
4.
Expense
Offset
Arrangement
The Fund has
entered
into
an
arrangement
with
its
custodian
whereby
credits
realized
as
a
result
of
uninvested
cash
balances
are
used
to
reduce
a
portion
of
the
Fund's
custodian
expenses.
During
the
year
ended
September
30,
2022,
the
custodian
fees
were
reduced
as
noted
in
the
Statement
of
Operations.
5.
Income
Taxes
For
tax
purposes,
the
Fund
may
elect
to
defer
any
portion
of
a
post-October
capital
loss
or
late-year
ordinary
loss
to
the
first
day
of
the
following
fiscal
year.
At September
30,
2022, the
Fund deferred post-October
capital
losses
of
$2,806,683.
The
tax
character
of
distributions
paid
during
the
years
ended
September
30,
2022
and
2021,
was
as
follows:
At
September
30,
2022,
the
cost
of
investments,
net
unrealized
appreciation
(depreciation),
undistributed
ordinary
income
and
undistributed
long
term
capital
gains
for
income
tax
purposes
were
as
follows:
Differences
between
income
and/or
capital
gains
as
determined
on
a
book
basis
and
a
tax
basis
are
primarily
due
to
differing
treatments
of
corporate
actions
and
gains
realized
on
in-kind
shareholder
redemptions.
2022
2021
Distributions
paid
from:
Ordinary
income
..........................................................
$198,772,547
$190,262,586
Long
term
capital
gain
......................................................
1,086,586,049
—
$1,285,358,596
$190,262,586
Cost
of
investments
..........................................................................
$10,703,768,831
Unrealized
appreciation
........................................................................
$11,924,430,000
Unrealized
depreciation
........................................................................
(255,516,595)
Net
unrealized
appreciation
(depreciation)
..........................................................
$11,668,913,405
Distributable
earnings:
Undistributed
ordinary
income
...................................................................
$40,383,892
Undistributed
long
term
capital
gains
..............................................................
$930,138,075
Total
distributable
earnings
.....................................................................
$970,521,967
3.
Transactions
with
Affiliates
(continued)
Franklin
Managed
Trust
Notes
to
Financial
Statements
28
franklintempleton.com
Annual
Report
Franklin
Rising
Dividends
Fund
(continued)
The Fund utilized
a
tax
accounting
practice
to
treat
a
portion
of
the
proceeds
from
capital
shares
redeemed
as
a
distribution
from net
investment
income
and
realized
capital
gains.
6.
Investment
Transactions
Purchases
and
sales
of
investments
(excluding
short
term
securities
and
in-kind
transactions) for
the
year
ended
September
30,
2022,
aggregated
$777,291,109 and
$1,638,402,111,
respectively.
Sales
of
investments
excludes
in-kind
transactions
of
$277,301,123.
7.
Geopolitical
Risk
On
February
24,
2022,
Russia
engaged
in
military
actions
in
the
sovereign
territory
of
Ukraine.
The
current
political
and
financial
uncertainty
surrounding
Russia
and
Ukraine
may
increase
market
volatility
and
the
economic
risk
of
investing
in
securities
in
these
countries
and
may
also
cause
uncertainty
for
the
global
economy
and
broader
financial
markets.
The
ultimate
fallout
and
long-term
impact
from
these
events
are
not
known.
The
Fund
will
continue
to
assess
the
impact
on
valuations
and
liquidity
and
will
take
any
potential
actions
needed
in
accordance
with
procedures
approved
by
the
Board.
8. 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 Fund, its ability
to
buy
and
sell
fund
investments
at
appropriate
valuations
and its ability
to
achieve its investment
objectives.
9.
Credit
Facility
The
Fund,
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
$2.675
billion
(Global
Credit
Facility)
which
matures
on
February
3,
2023.
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
Fund
shall,
in
addition
to
interest
charged
on
any
borrowings
made
by
the
Fund
and
other
costs
incurred
by
the
Fund,
pay
its
share
of
fees
and
expenses
incurred
in
connection
with
the
implementation
and
maintenance
of
the
Global
Credit
Facility,
based
upon
its
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
Statement
of
Operations.
During
the
year
ended
September
30,
2022,
the
Fund
did
not
use
the
Global
Credit
Facility.
10.
Fair
Value
Measurements
The
Fund
follows
a
fair
value
hierarchy
that
distinguishes
between
market
data
obtained
from
independent
sources
(observable
inputs)
and
the Fund's
own
market
assumptions
(unobservable
inputs).
These
inputs
are
used
in
determining
the
value
of
the
Fund's financial
instruments
and
are
summarized
in
the
following
fair
value
hierarchy:
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.)
5.
Income
Taxes
(continued)
Franklin
Managed
Trust
Notes
to
Financial
Statements
29
franklintempleton.com
Annual
Report
Franklin
Rising
Dividends
Fund
(continued)
Level
3
–
significant
unobservable
inputs
(including
the
Fund's
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.
At
September
30,
2022,
all
of
the
Fund's
investments
in
financial
instruments
carried
at
fair
value
were
valued
using
Level
1
inputs.
For
detailed
categories,
see
the
accompanying
Schedule
of
Investments.
11.
New
Accounting
Pronouncements
In June
2022,
the
Financial
Accounting
Standards
Board
(FASB)
issued
Accounting
Standards
Update
(ASU)
No.
2022-03,
Fair
Value
Measurement
(Topic
820)
–
Fair
Value
Measurement
of
Equity
Securities
Subject
to
Contractual
Sale
Restrictions.
The
amendments
in
the
ASU
clarify
that
a
contractual
restriction
on
the
sale
of
an
equity
security
is
not
considered
part
of
the
unit
of
account
of
the
equity
security
and,
therefore,
should
not
be
considered
in
measuring
fair
value.
The
ASU
is
effective
for
interim
and
annual
reporting
periods
beginning
after
December
15,
2023,
with
the
option
of
early
adoption.
Management
is
currently
evaluating
the
impact,
if
any,
of
applying
this
ASU.
12.
Subsequent
Events
The
Fund
has
evaluated
subsequent
events
through
the
issuance
of
the
financial
statements
and
determined
that
no
events
have
occurred
that
require
disclosure.
10.
Fair
Value
Measurements
(continued)
Franklin
Managed
Trust
Report
of
Independent
Registered
Public
Accounting
Firm
30
franklintempleton.com
Annual
Report
To
the
Board
of
Trustees
of
Franklin
Managed
Trust
and
Shareholders
of
Franklin
Rising
Dividends
Fund
Opinion
on
the
Financial
Statements
We
have
audited
the
accompanying
statement
of
assets
and
liabilities,
including
the
schedule
of
investments,
of
Franklin
Rising
Dividends
Fund
(the
"Fund")
as
of
September
30,
2022,
the
related
statement
of
operations
for
the
year
ended
September
30,
2022,
the
statement
of
changes
in
net
assets
for
each
of
the
two
years
in
the
period
ended
September
30,
2022,
including
the
related
notes,
and
the
financial
highlights
for
each
of
the
five
years
in
the
period
ended
September
30,
2022
(collectively
referred
to
as
the
“financial
statements”).
In
our
opinion,
the
financial
statements
present
fairly,
in
all
material
respects,
the
financial
position
of
the
Fund
as
of
September
30,
2022,
the
results
of
its
operations
for
the
year
then
ended,
the
changes
in
its
net
assets
for
each
of
the
two
years
in
the
period
ended
September
30,
2022
and
the
financial
highlights
for
each
of
the
five
years
in
the
period
ended
September
30,
2022
in
conformity
with
accounting
principles
generally
accepted
in
the
United
States
of
America.
Basis
for
Opinion
These
financial
statements
are
the
responsibility
of
the
Fund’s
management.
Our
responsibility
is
to
express
an
opinion
on
the
Fund’s
financial
statements
based
on
our
audits.
We
are
a
public
accounting
firm
registered
with
the
Public
Company
Accounting
Oversight
Board
(United
States)
(PCAOB)
and
are
required
to
be
independent
with
respect
to
the
Fund
in
accordance
with
the
U.S.
federal
securities
laws
and
the
applicable
rules
and
regulations
of
the
Securities
and
Exchange
Commission
and
the
PCAOB.
We
conducted
our
audits
of
these
financial
statements
in
accordance
with
the
standards
of
the
PCAOB.
Those
standards
require
that
we
plan
and
perform
the
audit
to
obtain
reasonable
assurance
about
whether
the
financial
statements
are
free
of
material
misstatement,
whether
due
to
error
or
fraud.
Our
audits
included
performing
procedures
to
assess
the
risks
of
material
misstatement
of
the
financial
statements,
whether
due
to
error
or
fraud,
and
performing
procedures
that
respond
to
those
risks.
Such
procedures
included
examining,
on
a
test
basis,
evidence
regarding
the
amounts
and
disclosures
in
the
financial
statements.
Our
audits
also
included
evaluating
the
accounting
principles
used
and
significant
estimates
made
by
management,
as
well
as
evaluating
the
overall
presentation
of
the
financial
statements.
Our
procedures
included
confirmation
of
securities
owned
as
of
September
30,
2022
by
correspondence
with
the
custodian
and
transfer
agent.
We
believe
that
our
audits
provide
a
reasonable
basis
for
our
opinion.
PricewaterhouseCoopers
LLP
San
Francisco,
California
November
15,
2022
We
have
served
as
the
auditor
of
one
or
more
investment
companies
in
the
Franklin
Templeton
Group
of
Funds
since
1948.
Franklin
Managed
Trust
Tax
Information
(unaudited)
31
franklintempleton.com
Annual
Report
Franklin
Rising
Dividends
Fund
By
mid-February,
tax
information
related
to
a
shareholder's
proportionate
share
of
distributions
paid
during
the
preceding
calendar
year
will
be
received,
if
applicable.
Please
also
refer
to
www.franklintempleton.com
for
per
share
tax
information
related
to
any
distributions
paid
during
the
preceding
calendar
year.
Shareholders
are
advised
to
consult
with
their
tax
advisors
for
further
information
on
the
treatment
of
these
amount
on
their
tax
returns.
The
following
tax
information
for
the
Fund
is
required
to
be
furnished
to
shareholders
with
respect
to
income
earned
and
distributions
paid
during
its
fiscal
year.
The
Fund
hereby
reports
the
following
amounts,
or
if
subsequently
determined
to
be
different,
the
maximum
allowable
amounts,
for
the
fiscal
year
ended
September
30,
2022:
Pursuant
to:
Amount
Reported
Long-Term
Capital
Gain
Dividends
Distributed
§852(b)(3)(C)
$1,124,180,596
Income
Eligible
for
Dividends
Received
Deduction
(DRD)
§854(b)(1)(A)
$389,214,147
Qualified
Dividend
Income
Earned
(QDI)
§854(b)(1)(B)
$445,368,443
Short-Term
Capital
Gain
Dividends
Distributed
§871(k)(2)(C)
$1,992,104
Franklin
Managed
Trust
Board
Members
and
Officers
32
franklintempleton.com
Annual
Report
The
name,
year
of
birth
and
address
of
the
officers
and
board
members,
as
well
as
their
affiliations,
positions
held
with
the
Fund,
principal
occupations
during
at
least
the
past
five
years
and
number
of
U.S.
registered
portfolios
overseen
in
the
Franklin
Templeton/Legg
Mason
fund
complex,
are
shown
below.
Generally,
each
board
member
serves
until
that
person’s
successor
is
elected
and
qualified.
Independent
Board
Members
Name,
Year
of
Birth
and
Address
Position
Length
of
Time
Served
Number
of
Portfolios
in
Fund
Complex
Overseen
by
Board
Member*
Other
Directorships
Held
During
at
Least
the
Past
5
Years
Harris
J.
Ashton
(1932)
Trustee
Since
2017
119
Bar-S
Foods
(meat
packing
company)
(1981-2010).
One
Franklin
Parkway
San
Mateo,
CA
94403-1906
Principal
Occupation
During
at
Least
the
Past
5
Years:
Director
of
various
companies;
and
formerly
,
Director,
RBC
Holdings,
Inc.
(bank
holding
company)
(until
2002);
and
President,
Chief
Executive
Officer
and
Chairman
of
the
Board,
General
Host
Corporation
(nursery
and
craft
centers)
(until
1998).
Terrence
J.
Checki
(1945)
Trustee
Since
2017
100
Hess
Corporation
(exploration
of
oil
and
gas)
(2014-present).
One
Franklin
Parkway
San
Mateo,
CA
94403-1906
Principal
Occupation
During
at
Least
the
Past
5
Years:
Member
of
the
Council
on
Foreign
Relations
(1996-present);
Member
of
the
National
Committee
on
U.S.-China
Relations
(1999-present);
member
of
the
board
of
trustees
of
the
Economic
Club
of
New
York
(2013-present);
member
of
the
board
of
trustees
of
the
Foreign
Policy
Association
(2005-present);
member
of
the
board
of
directors
of
Council
of
the
Americas
(2007-present)
and
the
Tallberg
Foundation
(2018-present);
and
formerly
,
Executive
Vice
President
of
the
Federal
Reserve
Bank
of
New
York
and
Head
of
its
Emerging
Markets
and
Internal
Affairs
Group
and
Member
of
Management
Committee
(1995-2014);
and
Visiting
Fellow
at
the
Council
on
Foreign
Relations
(2014).
Mary
C.
Choksi
(1950)
Trustee
Since
2017
120
Omnicom
Group
Inc.
(advertising
and
marketing
communications
services)
(2011-present)
and
White
Mountains
Insurance
Group,
Ltd.
(holding
company)
(2017-present);
and
formerly
,
Avis
Budget
Group
Inc.
(car
rental)
(2007-2020).
One
Franklin
Parkway
San
Mateo,
CA
94403-1906
Principal
Occupation
During
at
Least
the
Past
5
Years:
Director
of
various
companies;
and
formerly
,
Founder
and
Senior
Advisor,
Strategic
Investment
Group
(investment
management
group)
(2015-2017);
Founding
Partner
and
Senior
Managing
Director,
Strategic
Investment
Group
(1987-2015);
Founding
Partner
and
Managing
Director,
Emerging
Markets
Management
LLC
(investment
management
firm)
(1987-2011);
and
Loan
Officer/Senior
Loan
Officer/Senior
Pension
Investment
Officer,
World
Bank
Group
(international
financial
institution)
(1977-1987).
Franklin
Managed
Trust
33
franklintempleton.com
Annual
Report
Name,
Year
of
Birth
and
Address
Position
Length
of
Time
Served
Number
of
Portfolios
in
Fund
Complex
Overseen
by
Board
Member*
Other
Directorships
Held
During
at
Least
the
Past
5
Years
Edith
E.
Holiday
(1952)
Lead
Independent
Trustee
Trustee
since
2017
and
Lead
Independent
Trustee
since
2019
120
Hess
Corporation
(exploration
of
oil
and
gas)
(1993-present),
Santander
Consumer
USA
Holdings,
Inc.
(consumer
finance)
(2016-present);
Santander
Holdings
USA
(holding
company)
(2019-present);
and
formerly
,
Canadian
National
Railway
(railroad)
(2001-2021),
White
Mountains
Insurance
Group,
Ltd.
(holding
company)
(2004-
2021),
RTI
International
Metals,
Inc.
(manufacture
and
distribution
of
titanium)
(1999-2015)
and
H.J.
Heinz
Company
(processed
foods
and
allied
products)
(1994-2013).
One
Franklin
Parkway
San
Mateo,
CA
94403-1906
Principal
Occupation
During
at
Least
the
Past
5
Years:
Director
or
Trustee
of
various
companies
and
trusts;
and
formerly
,
Assistant
to
the
President
of
the
United
States
and
Secretary
of
the
Cabinet
(1990-1993);
General
Counsel
to
the
United
States
Treasury
Department
(1989-1990);
and
Counselor
to
the
Secretary
and
Assistant
Secretary
for
Public
Affairs
and
Public
Liaison-United
States
Treasury
Department
(1988-1989).
J.
Michael
Luttig
(1954)
Trustee
Since
2017
120
Boeing
Capital
Corporation
(aircraft
financing)
(2006-2010).
One
Franklin
Parkway
San
Mateo,
CA
94403-1906
Principal
Occupation
During
at
Least
the
Past
5
Years:
Counselor
and
Special
Advisor
to
the
CEO
and
Board
of
Directors
of
the
Coca-Cola
Company
(beverage
company)
(2021-present);
and
formerly
,
Counselor
and
Senior
Advisor
to
the
Chairman,
CEO,
and
Board
of
Directors,
of
The
Boeing
Company
(aerospace
company),
and
member
of
the
Executive
Council
(2019-2020);
Executive
Vice
President,
General
Counsel
and
member
of
the
Executive
Council,
The
Boeing
Company
(2006-2019);
and
Federal
Appeals
Court
Judge,
United
States
Court
of
Appeals
for
the
Fourth
Circuit
(1991-2006).
Larry
D.
Thompson
(1945)
Trustee
Since
2017
120
Graham
Holdings
Company
(education
and
media
organization)
(2011-2021);
The
Southern
Company
(energy
company)
(2014-2020;
previously
2010-
2012)
and
Cbeyond,
Inc.
(business
communications
provider)
(2010-
2012).
One
Franklin
Parkway
San
Mateo,
CA
94403-1906
Principal
Occupation
During
at
Least
the
Past
5
Years:
Director
of
various
companies;
Counsel,
Finch
McCranie,
LLP
(law
firm)
(2015-present);
John
A.
Sibley
Professor
of
Corporate
and
Business
Law,
University
of
Georgia
School
of
Law
(2015-present;
previously
2011-2012);
and
formerly
,
Independent
Compliance
Monitor
and
Auditor,
Volkswagen
AG
(manufacturer
of
automobiles
and
commercial
vehicles)
(2017-2020);
Executive
Vice
President
-
Government
Affairs,
General
Counsel
and
Corporate
Secretary,
PepsiCo,
Inc.
(consumer
products)
(2012-2014);
Senior
Vice
President
-
Government
Affairs,
General
Counsel
and
Secretary,
PepsiCo,
Inc.
(2004-2011);
Senior
Fellow
of
The
Brookings
Institution
(2003-2004);
Visiting
Professor,
University
of
Georgia
School
of
Law
(2004);
and
Deputy
Attorney
General,
U.S.
Department
of
Justice
(2001-2003).
Independent
Board
Members
(continued)
Franklin
Managed
Trust
34
franklintempleton.com
Annual
Report
Interested
Board
Members
and
Officers
Name,
Year
of
Birth
and
Address
Position
Length
of
Time
Served
Number
of
Portfolios
in
Fund
Complex
Overseen
by
Board
Member*
Other
Directorships
Held
During
at
Least
the
Past
5
Years
Valerie
M.
Williams
(1956)
Trustee
Since
2021
100
Omnicom
Group,
Inc.
(advertising
and
marketing
communications
services)
(2016-present),
DTE
Energy
Co.
(gas
and
electric
utility)
(2018-present),
Devon
Energy
Corporation
(exploration
and
production
of
oil
and
gas)
(2021-present);
and
formerly
,
WPX
Energy,
Inc.
(exploration
and
production
of
oil
and
gas)
(2018-
2021).
One
Franklin
Parkway
San
Mateo,
CA
94403-1906
Principal
Occupation
During
at
Least
the
Past
5
Years:
Director
of
various
companies;
and
formerly
,
Regional
Assurance
Managing
Partner,
Ernst
&
Young
LLP
(public
accounting)
(2005-2016),
various
roles
of
increasing
responsibility
at
Ernst
&
Young
(1981-2005).
Name,
Year
of
Birth
and
Address
Position
Length
of
Time
Served
Number
of
Portfolios
in
Fund
Complex
Overseen
by
Board
Member*
Other
Directorships
Held
During
at
Least
the
Past
5
Years
**Gregory
E.
Johnson
(1961)
Trustee
Since
2015
131
None
One
Franklin
Parkway
San
Mateo,
CA
94403-1906
Principal
Occupation
During
at
Least
the
Past
5
Years:
Executive
Chairman,
Chairman
of
the
Board
and
Director,
Franklin
Resources,
Inc.;
officer
and/or
director
or
trustee,
as
the
case
may
be,
of
some
of
the
other
subsidiaries
of
Franklin
Resources,
Inc.
and
of
certain
funds
in
the
Franklin
Templeton/Legg
Mason
fund
complex;
Vice
Chairman,
Investment
Company
Institute;
and
formerly
,
Chief
Executive
Officer
(2013-2020)
and
President
(1994-2015)
Franklin
Resources,
Inc.
**Rupert
H.
Johnson,
Jr.
(1940)
Chairman
of
the
Board,
Trustee
and
Vice
President
Chairman
of
the
Board
and
Trustee
since
2017
and
Vice
President
since
1991
120
None
One
Franklin
Parkway
San
Mateo,
CA
94403-1906
Principal
Occupation
During
at
Least
the
Past
5
Years:
Director
(Vice
Chairman),
Franklin
Resources,
Inc.;
Director,
Franklin
Advisers,
Inc.;
and
officer
and/or
director
or
trustee,
as
the
case
may
be,
of
some
of
the
other
subsidiaries
of
Franklin
Resources,
Inc.
and
of
certain
funds
in
the
Franklin
Templeton/Legg
Mason
fund
complex.
Alison
E.
Baur
(1964)
Vice
President
Since
2012
Not
Applicable
Not
Applicable
One
Franklin
Parkway
San
Mateo,
CA
94403-1906
Principal
Occupation
During
at
Least
the
Past
5
Years:
Deputy
General
Counsel,
Franklin
Templeton;
and
officer
of
some
of
the
other
subsidiaries
of
Franklin
Resources,
Inc.
and
of
certain
funds
in
the
Franklin
Templeton/Legg
Mason
fund
complex.
Breda
M.
Beckerle
(1958)
Chief
Compliance
Officer
Since
2020
Not
Applicable
Not
Applicable
280
Park
Avenue
New
York,
NY
10017
Principal
Occupation
During
at
Least
the
Past
5
Years:
Chief
Compliance
Officer,
Fiduciary
Investment
Management
International,
Inc.,
Franklin
Advisers,
Inc.,
Franklin
Mutual
Advisers,
LLC,
Franklin
Templeton
Institutional,
LLC;
and
officer
of
certain
funds
in
the
Franklin
Templeton/Legg
Mason
fund
complex.
Independent
Board
Members
(continued)
Franklin
Managed
Trust
35
franklintempleton.com
Annual
Report
Name,
Year
of
Birth
and
Address
Position
Length
of
Time
Served
Number
of
Portfolios
in
Fund
Complex
Overseen
by
Board
Member*
Other
Directorships
Held
During
at
Least
the
Past
5
Years
Steven
J.
Gray
(1955)
Vice
President
and
Co-Secretary
Vice
President
since
2009
and
Co-Secretary
since
2019
Not
Applicable
Not
Applicable
One
Franklin
Parkway
San
Mateo,
CA
94403-1906
Principal
Occupation
During
at
Least
the
Past
5
Years:
Senior
Associate
General
Counsel,
Franklin
Templeton;
Assistant
Secretary,
Franklin
Distributors,
LLC;
and
officer
of
certain
funds
in
the
Franklin
Templeton/Legg
Mason
fund
complex.
Matthew
T.
Hinkle
(1971)
Chief
Executive
Officer
–
Finance
and
Administration
Since
2017
Not
Applicable
Not
Applicable
One
Franklin
Parkway
San
Mateo,
CA
94403-1906
Principal
Occupation
During
at
Least
the
Past
5
Years:
Senior
Vice
President,
Franklin
Templeton
Services,
LLC;
officer
of
certain
funds
in
the
Franklin
Templeton/Legg
Mason
fund
complex;
and
formerly
,
Vice
President,
Global
Tax
(2012-April
2017)
and
Treasurer/Assistant
Treasurer,
Franklin
Templeton
(2009-2017).
Susan
Kerr
(1949)
Vice
President
–
AML
Compliance
Since
2021
Not
Applicable
Not
Applicable
620
Eighth
Avenue
New
York,
NY
10018
Principal
Occupation
During
at
Least
the
Past
5
Years:
Senior
Compliance
Analyst,
Franklin
Templeton;
Chief
Anti-Money
Laundering
Compliance
Officer,
Legg
Mason
&
Co.,
or
its
affiliates;
Anti
Money
Laundering
Compliance
Officer;
Senior
Compliance
Officer,
LMIS;
and
officer
of
certain
funds
in
the
Franklin
Templeton/Legg
Mason
fund
complex.
Christopher
Kings
(1974)
Chief
Financial
Officer,
Chief
Accounting
Officer
and
Treasurer
Since
January
2022
Not
Applicable
Not
Applicable
One
Franklin
Parkway
San
Mateo,
CA
94403-1906
Principal
Occupation
During
at
Least
the
Past
5
Years:
Treasurer,
U.S.
Fund
Administration
&
Reporting;
and
officer
of
certain
funds
in
the
Franklin
Templeton/Legg
Mason
fund
complex.
Michael
P.
McCarthy
(1969)
President
and
Chief
Executive
Officer
–
Investment
Management
Since
2019
Not
Applicable
Not
Applicable
One
Franklin
Parkway
San
Mateo,
CA
94403-1906
Principal
Occupation
During
at
Least
the
Past
5
Years:
Executive
Vice
President
and
Chief
Investment
Officer,
Franklin
Adviser,
Inc.;
Executive
Vice
President,
Franklin
Templeton
Institutional,
LLC
and
officer
of
certain
funds
in
the
Franklin
Templeton/Legg
Mason
fund
complex.
Navid
J.
Tofigh
(1972)
Vice
President
Since
2015
Not
Applicable
Not
Applicable
One
Franklin
Parkway
San
Mateo,
CA
94403-1906
Principal
Occupation
During
at
Least
the
Past
5
Years:
Senior
Associate
General
Counsel,
Franklin
Templeton;
and
officer
of
certain
funds
in
the
Franklin
Templeton/Legg
Mason
fund
complex.
Lori
A.
Weber
(1964)
Vice
President
and
Co-Secretary
Vice
President
since
2011
and
Co-Secretary
since
2019
Not
Applicable
Not
Applicable
300
S.E.
2nd
Street
Fort
Lauderdale,
FL
33301-
1923
Principal
Occupation
During
at
Least
the
Past
5
Years:
Senior
Associate
General
Counsel,
Franklin
Templeton;
Assistant
Secretary,
Franklin
Resources,
Inc.;
Vice
President
and
Secretary,
Templeton
Investment
Counsel,
LLC;
and
officer
of
certain
funds
in
the
Franklin
Templeton/Legg
Mason
fund
complex.
Interested
Board
Members
and
Officers
(continued)
Franklin
Managed
Trust
36
franklintempleton.com
Annual
Report
*We
base
the
number
of
portfolios
on
each
separate
series
of
the
U.S.
registered
investment
companies
within
the
Franklin
Templeton/Legg
Mason
fund
complex.
These
portfolios
have
a
common
investment
manager
or
affiliated
investment
managers.
**Gregory
E.
Johnson
is
considered
to
be
an
interested
person
of
the
Fund
under
the
federal
securities
laws
due
to
his
position
as
an
officer
and
director
of
Franklin
Resources,
Inc.
(Resources),
which
is
the
parent
company
of
the
Fund’s
investment
manager
and
distributor.
Rupert
H.
Johnson,
Jr.
is
considered
to
be
an
interested
person
of
the
Fund
under
the
federal
securities
laws
due
to
his
position
as
an
officer
and
director
and
major
shareholder
of
Resources.
Note
1:
Rupert
H.
Johnson,
Jr.
is
the
uncle
of
Gregory
E.
Johnson.
Note
2:
Officer
information
is
current
as
of
the
date
of
this
report.
It
is
possible
that
after
this
date,
information
about
officers
may
change.
The
Sarbanes-Oxley
Act
of
2002
and
Rules
adopted
by
the
Securities
and
Exchange
Commission
require
the
Fund
to
disclose
whether
the
Fund’s
Audit
Committee
includes
at
least
one
member
who
is
an
audit
committee
financial
expert
within
the
meaning
of
such
Act
and
Rules.
The
Fund’s
Board
has
determined
that
there
is
at
least
one
such
financial
expert
on
the
Audit
Committee
and
has
designated
Mary
C.
Choksi
as
its
audit
committee
financial
expert.
The
Board
believes
that
Ms.
Choksi
qualifies
as
such
an
expert
in
view
of
her
extensive
business
background
and
experience.
She
served
as
a
director
of
Avis
Budget
Group,
Inc.
(2007
to
2020)
and
formerly,
Founder
and
Senior
Advisor,
Strategic
Investment
Group
(1987
to
2017).
Ms.
Choksi
has
been
a
Member
of
the
Fund’s
Audit
Committee
since
2017.
As
a
result
of
such
background
and
experience,
the
Board
believes
that
Ms.
Choksi
has
acquired
an
understanding
of
generally
accepted
accounting
principles
and
financial
statements,
the
general
application
of
such
principles
in
connection
with
the
accounting
estimates,
accruals
and
reserves,
and
analyzing
and
evaluating
financial
statements
that
present
a
breadth
and
level
of
complexity
of
accounting
issues
generally
comparable
to
those
of
the
Fund,
as
well
as
an
understanding
of
internal
controls
and
procedures
for
financial
reporting
and
an
understanding
of
audit
committee
functions.
Ms.
Choksi
is
an
independent
Board
member
as
that
term
is
defined
under
the
relevant
Securities
and
Exchange
Commission
Rules
and
Releases.
The
Statement
of
Additional
Information
(SAI)
includes
additional
information
about
the
board
members
and
is
available,
without
charge,
upon
request.
Shareholders
may
call
(800)
DIAL
BEN/342-5236
to
request
the
SAI.
Interested
Board
Members
and
Officers
(continued)
Franklin
Managed
Trust
Shareholder
Information
37
franklintempleton.com
Annual
Report
BOARD
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENTS
FRANKLIN
MANAGED
TRUST
Franklin
Rising
Dividends
Fund
(Fund)
At
an
in-person
meeting
held
on
April
12,
2022
(Meeting),
the
Board
of
Trustees
(Board)
of
Franklin
Managed
Trust
(Trust),
including
a
majority
of
the
trustees
who
are
not
“interested
persons”
as
defined
in
the
Investment
Company
Act
of
1940
(Independent
Trustees),
reviewed
and
approved
the
continuance
of
the
investment
management
agreement
between
Franklin
Advisers,
Inc.
(Manager)
and
the
Trust,
on
behalf
of
the
Fund
(Management
Agreement)
for
an
additional
one-year
period.
The
Independent
Trustees
received
advice
from
and
met
separately
with
Independent
Trustee
counsel
in
considering
whether
to
approve
the
continuation
of
the
Management
Agreement.
In
considering
the
continuation
of
the
Management
Agreement,
the
Board
reviewed
and
considered
information
provided
by
the
Manager
at
the
Meeting
and
throughout
the
year
at
meetings
of
the
Board
and
its
committees.
The
Board
also
reviewed
and
considered
information
provided
in
response
to
a
detailed
set
of
requests
for
information
submitted
to
the
Manager
by
Independent
Trustee
counsel
on
behalf
of
the
Independent
Trustees
in
connection
with
the
annual
contract
renewal
process.
In
addition,
prior
to
the
Meeting,
the
Independent
Trustees
held
a
virtual
contract
renewal
meeting
at
which
the
Independent
Trustees
first
conferred
amongst
themselves
and
Independent
Trustee
counsel
about
contract
renewal
matters;
and
then
met
with
management
to
request
additional
information
that
the
Independent
Trustees
reviewed
and
considered
at
the
Meeting.
The
Board
reviewed
and
considered
all
of
the
factors
it
deemed
relevant
in
approving
the
continuance
of
the
Management
Agreement,
including,
but
not
limited
to:
(i)
the
nature,
extent
and
quality
of
the
services
provided
by
the
Manager;
(ii)
the
investment
performance
of
the
Fund;
(iii)
the
costs
of
the
services
provided
and
profits
realized
by
the
Manager
and
its
affiliates
from
the
relationship
with
the
Fund;
(iv)
the
extent
to
which
economies
of
scale
are
realized
as
the
Fund
grows;
and
(v)
whether
fee
levels
reflect
these
economies
of
scale
for
the
benefit
of
Fund
investors.
In
approving
the
continuance
of
the
Management
Agreement,
the
Board,
including
a
majority
of
the
Independent
Trustees,
determined
that
the
terms
of
the
Management
Agreement
are
fair
and
reasonable
and
that
the
continuance
of
such
Management
Agreement
is
in
the
best
interests
of
the
Fund
and
its
shareholders.
While
attention
was
given
to
all
information
furnished,
the
following
discusses
some
primary
factors
relevant
to
the
Board’s
determination.
Nature,
Extent
and
Quality
of
Services
The
Board
reviewed
and
considered
information
regarding
the
nature,
extent
and
quality
of
investment
management
services
provided
by
the
Manager
and
its
affiliates
to
the
Fund
and
its
shareholders.
This
information
included,
among
other
things,
the
qualifications,
background
and
experience
of
the
senior
management
and
investment
personnel
of
the
Manager,
as
well
as
information
on
succession
planning
where
appropriate;
the
structure
of
investment
personnel
compensation;
oversight
of
third-
party
service
providers;
investment
performance
reports
and
related
financial
information
for
the
Fund;
reports
on
expenses
and
shareholder
services;
legal
and
compliance
matters;
risk
controls;
pricing
and
other
services
provided
by
the
Manager
and
its
affiliates;
and
management
fees
charged
by
the
Manager
and
its
affiliates
to
US
funds
and
other
accounts,
including
management’s
explanation
of
differences
among
accounts
where
relevant.
The
Board
also
reviewed
and
considered
an
annual
report
on
payments
made
by
Franklin
Templeton
(FT)
or
the
Fund
to
financial
intermediaries,
as
well
as
a
memorandum
relating
to
third-
party
servicing
arrangements,
which
included
discussion
of
the
changing
distribution
landscape
for
the
Fund.
The
Board
acknowledged
the
ongoing
integration
of
the
Legg
Mason
family
of
funds
into
the
FT
family
of
funds
and
developing
strategies
to
address
areas
of
heightened
concern
in
the
mutual
fund
industry,
including
various
regulatory
initiatives
and
recent
geopolitical
concerns.
The
Board
also
reviewed
and
considered
the
benefits
provided
to
Fund
shareholders
of
investing
in
a
fund
that
is
part
of
the
FT
family
of
funds.
The
Board
noted
the
financial
position
of
Franklin
Resources,
Inc.
(FRI),
the
Manager’s
parent,
and
its
commitment
to
the
mutual
fund
business
as
evidenced
by
its
continued
introduction
of
new
funds,
reassessment
of
the
fund
offerings
in
response
to
the
market
environment
and
project
initiatives
and
capital
investments
relating
to
the
services
provided
to
the
Fund
by
the
FT
organization.
The
Board
specifically
noted
FT’s
commitment
to
being
a
global
leader
in
stewardship
and
sustainability
and
the
recent
addition
of
a
senior
executive
focused
on
environmental,
social
and
governance
and
climate
control
initiatives.
Franklin
Managed
Trust
Shareholder
Information
38
franklintempleton.com
Annual
Report
Following
consideration
of
such
information,
the
Board
was
satisfied
with
the
nature,
extent
and
quality
of
services
provided
by
the
Manager
and
its
affiliates
to
the
Fund
and
its
shareholders.
Fund
Performance
The
Board
reviewed
and
considered
the
performance
results
of
the
Fund
over
various
time
periods
ended
December
31,
2021.
The
Board
considered
the
performance
returns
for
the
Fund
in
comparison
to
the
performance
returns
of
mutual
funds
deemed
comparable
to
the
Fund
included
in
a
universe
(Performance
Universe)
selected
by
Broadridge
Financial
Solutions,
Inc.
(Broadridge),
an
independent
provider
of
investment
company
data.
The
Board
received
a
description
of
the
methodology
used
by
Broadridge
to
select
the
mutual
funds
included
in
a
Performance
Universe.
The
Board
also
reviewed
and
considered
Fund
performance
reports
provided
and
discussions
that
occurred
with
portfolio
managers
at
Board
meetings
throughout
the
year.
A
summary
of
the
Fund’s
performance
results
is
below.
The
Performance
Universe
for
the
Fund
included
the
Fund
and
all
retail
and
institutional
large-cap
core
funds.
The
Board
noted
that
the
Fund’s
annualized
total
return
for
the
one-,
three-,
five-
and
10-year
periods
was
below
the
median
of
its
Performance
Universe.
The
Board
discussed
this
performance
with
management
and
management
explained
that
the
Fund
only
slightly
underperformed
(-0.31%)
the
median
of
its
Performance
Universe
for
the
one-year
period
and
had
a
one-year
annualized
total
return
of
26.64%.
Management
also
explained
that
the
Fund’s
principal
investment
strategy
includes
policies
to
invest
at
least
80%
of
its
net
assets
in
investments
of
companies
that
have
paid
consistently
rising
dividends
and
to
invest
at
least
65%
of
its
net
assets
in
securities
of
companies
that
have
met
certain
criteria,
including
with
respect
to
dividends,
reinvested
earnings,
and
price/earnings
ratios.
Management
further
explained
that
the
Fund’s
underperformance
versus
its
benchmark
and
Performance
Universe
was
primarily
due
to
the
Fund’s
underweight
in
high
growth
companies
which
do
not
meet
the
Fund’s
dividend
growth
criteria.
Management
then
discussed
with
the
Board
the
actions
that
are
being
taken
in
an
effort
to
improve
the
performance
of
the
Fund
while
continuing
to
adhere
to
the
Fund’s
investment
policies,
including
enhancements
to
the
Fund’s
portfolio
positioning.
The
Board
concluded
that
the
Fund’s
Management
Agreement
should
be
continued
for
an
additional
one-year
period,
while
management’s
efforts
continue
to
be
closely
monitored.
Comparative
Fees
and
Expenses
The
Board
reviewed
and
considered
information
regarding
the
Fund’s
actual
total
expense
ratio
and
its
various
components,
including,
as
applicable,
management
fees;
transfer
agent
expenses;
underlying
fund
expenses;
Rule
12b-1
and
non-Rule
12b-1
service
fees;
and
other
non-
management
fees.
The
Board
also
noted
the
quarterly
and
annual
reports
it
receives
on
all
marketing
support
payments
made
by
FT
to
financial
intermediaries.
The
Board
considered
the
actual
total
expense
ratio
and,
separately,
the
contractual
management
fee
rate,
without
the
effect
of
fee
waivers,
if
any
(Management
Rate)
of
the
Fund
in
comparison
to
the
median
expense
ratio
and
median
Management
Rate,
respectively,
of
other
mutual
funds
deemed
comparable
to
and
with
a
similar
expense
structure
to
the
Fund
selected
by
Broadridge
(Expense
Group).
Broadridge
fee
and
expense
data
is
based
upon
information
taken
from
each
fund’s
most
recent
annual
or
semi-annual
report,
which
reflects
historical
asset
levels
that
may
be
quite
different
from
those
currently
existing,
particularly
in
a
period
of
market
volatility.
While
recognizing
such
inherent
limitation
and
the
fact
that
expense
ratios
and
Management
Rates
generally
increase
as
assets
decline
and
decrease
as
assets
grow,
the
Board
believed
the
independent
analysis
conducted
by
Broadridge
to
be
an
appropriate
measure
of
comparative
fees
and
expenses.
The
Broadridge
Management
Rate
includes
administrative
charges,
and
the
actual
total
expense
ratio,
for
comparative
consistency,
was
shown
for
Class
A
shares
for
the
Fund
and
for
each
of
the
other
funds
in
the
Expense
Group.
The
Board
received
a
description
of
the
methodology
used
by
Broadridge
to
select
the
mutual
funds
included
in
an
Expense
Group.
The
Expense
Group
for
the
Fund
included
the
Fund
and
nine
other
large-cap
core
funds.
The
Board
noted
that
the
Management
Rate
and
actual
total
expense
ratio
for
the
Fund
were
below
the
medians
of
its
Expense
Group.
The
Board
concluded
that
the
Management
Rate
charged
to
the
Fund
is
reasonable.
Profitability
The
Board
reviewed
and
considered
information
regarding
the
profits
realized
by
the
Manager
and
its
affiliates
in
connection
with
the
operation
of
the
Fund.
In
this
respect,
the
Board
considered
the
Fund
profitability
analysis
provided
by
the
Manager
that
addresses
the
overall
profitability
of
FT’s
US
fund
business,
as
well
as
its
profits
in
providing
investment
management
and
other
services
to
each
of
the
individual
funds
during
the
12-month
period
ended
September
30,
2021,
being
the
most
recent
fiscal
year-
end
for
FRI.
The
Board
noted
that
although
management
continually
makes
refinements
to
its
methodologies
used
Franklin
Managed
Trust
Shareholder
Information
39
franklintempleton.com
Annual
Report
in
calculating
profitability
in
response
to
organizational
and
product-related
changes,
the
overall
methodology
has
remained
consistent
with
that
used
in
the
Fund’s
profitability
report
presentations
from
prior
years.
Additionally,
PricewaterhouseCoopers
LLP,
auditor
to
FRI
and
certain
FT
funds,
was
engaged
by
the
Manager
to
review
and
assess
the
allocation
methodologies
to
be
used
solely
by
the
Fund’s
Board
with
respect
to
the
profitability
analysis.
The
Board
noted
management’s
belief
that
costs
incurred
in
establishing
the
infrastructure
necessary
for
the
type
of
mutual
fund
operations
conducted
by
the
Manager
and
its
affiliates
may
not
be
fully
reflected
in
the
expenses
allocated
to
the
Fund
in
determining
its
profitability,
as
well
as
the
fact
that
the
level
of
profits,
to
a
certain
extent,
reflected
operational
cost
savings
and
efficiencies
initiated
by
management.
As
part
of
this
evaluation,
the
Board
considered
management’s
outsourcing
of
certain
operations,
which
effort
has
required
considerable
up
front
expenditures
by
the
Manager
but,
over
the
long
run
is
expected
to
result
in
greater
efficiencies.
The
Board
also
noted
management’s
expenditures
in
improving
shareholder
services
provided
to
the
Fund,
as
well
as
the
need
to
implement
systems
and
meet
additional
regulatory
and
compliance
requirements
resulting
from
recent
US
Securities
and
Exchange
Commission
and
other
regulatory
requirements,
notably
in
the
area
of
cybersecurity
protections.
The
Board
also
considered
the
extent
to
which
the
Manager
and
its
affiliates
might
derive
ancillary
benefits
from
fund
operations,
including
revenues
generated
from
transfer
agent
services,
potential
benefits
resulting
from
personnel
and
systems
enhancements
necessitated
by
fund
growth,
as
well
as
increased
leverage
with
service
providers
and
counterparties.
Based
upon
its
consideration
of
all
these
factors,
the
Board
concluded
that
the
level
of
profits
realized
by
the
Manager
and
its
affiliates
from
providing
services
to
the
Fund
was
not
excessive
in
view
of
the
nature,
extent
and
quality
of
services
provided
to
the
Fund.
Economies
of
Scale
The
Board
reviewed
and
considered
the
extent
to
which
the
Manager
may
realize
economies
of
scale,
if
any,
as
the
Fund
grows
larger
and
whether
the
Fund’s
management
fee
structure
reflects
any
economies
of
scale
for
the
benefit
of
shareholders.
With
respect
to
possible
economies
of
scale,
the
Board
noted
the
existence
of
management
fee
breakpoints,
which
operate
generally
to
share
any
economies
of
scale
with
the
Fund’s
shareholders
by
reducing
the
Fund’s
effective
management
fees
as
the
Fund
grows
in
size.
The
Board
considered
the
Manager’s
view
that
any
analyses
of
potential
economies
of
scale
in
managing
a
particular
fund
are
inherently
limited
in
light
of
the
joint
and
common
costs
and
investments
the
Manager
incurs
across
the
FT
family
of
funds
as
a
whole.
The
Board
concluded
that
to
the
extent
economies
of
scale
may
be
realized
by
the
Manager
and
its
affiliates,
the
Fund’s
management
fee
structure
provided
a
sharing
of
benefits
with
the
Fund
and
its
shareholders
as
the
Fund
grows.
Conclusion
Based
on
its
review,
consideration
and
evaluation
of
all
factors
it
believed
relevant,
including
the
above-described
factors
and
conclusions,
the
Board
unanimously
approved
the
continuation
of
the
Management
Agreement
for
an
additional
one-year
period.
Liquidity
Risk
Management
Program
Each
of
the
Franklin
Templeton
and
Legg
Mason
Funds
has
adopted
and
implemented
a
written
Liquidity
Risk
Management
Program
(the
“LRMP”)
as
required
by
Rule
22e-4
under
the
Investment
Company
Act
of
1940
(the
“Liquidity
Rule”).
The
LRMP
is
designed
to
assess
and
manage
each
Fund’s
liquidity
risk,
which
is
defined
as
the
risk
that
the
Fund
could
not
meet
requests
to
redeem
shares
issued
by
the
Fund
without
significant
dilution
of
remaining
investors’
interests
in
the
Fund.
In
accordance
with
the
Liquidity
Rule,
the
LRMP
includes
policies
and
procedures
that
provide
for:
(1)
assessment,
management,
and
review
(no
less
frequently
than
annually)
of
each
Fund’s
liquidity
risk;
(2)
classification
of
each
Fund’s
portfolio
holdings
into
one
of
four
liquidity
categories
(Highly
Liquid,
Moderately
Liquid,
Less
Liquid,
and
Illiquid);
(3)
for
Funds
that
do
not
primarily
hold
assets
that
are
Highly
Liquid,
establishing
and
maintaining
a
minimum
percentage
of
the
Fund’s
net
assets
in
Highly
Liquid
investments
(called
a
“Highly
Liquid
Investment
Minimum”
or
“HLIM”);
and
(4)
prohibiting
the
Fund’s
acquisition
of
Illiquid
investments
that
would
result
in
the
Fund
holding
more
than
15%
of
its
net
assets
in
Illiquid
assets.
The
LRMP
also
requires
reporting
to
the
Securities
and
Exchange
Commission
(“SEC”)
(on
a
non-public
basis)
and
to
the
Board
if
the
Fund’s
holdings
of
Illiquid
assets
exceed
15%
of
the
Fund’s
net
assets.
Funds
with
HLIMs
must
have
procedures
for
addressing
HLIM
shortfalls,
including
reporting
to
the
Board
and,
with
respect
to
HLIM
shortfalls
lasting
more
than
seven
consecutive
calendar
days,
reporting
to
the
SEC
(on
a
non-public
basis).
The
Director
of
Liquidity
Risk
within
the
Investment
Risk
Management
Group
(the
“IRMG”)
is
the
appointed
Administrator
of
the
LRMP.
The
IRMG
maintains
the
Investment
Liquidity
Committee
(the
“ILC”)
to
provide
oversight
and
administration
of
policies
and
procedures
governing
liquidity
risk
management
for
Franklin
Templeton
Franklin
Managed
Trust
Shareholder
Information
40
franklintempleton.com
Annual
Report
and
Legg
Mason
products
and
portfolios.
The
ILC
includes
representatives
from
Franklin
Templeton’s
Risk,
Trading,
Global
Compliance,
Legal,
Investment
Compliance,
Investment
Operations,
Valuation
Committee,
Product
Management
and
Global
Strategy.
In
assessing
and
managing
each
Fund’s
liquidity
risk,
the
ILC
considers,
as
relevant,
a
variety
of
factors,
including
the
Fund’s
investment
strategy
and
the
liquidity
of
its
portfolio
investments
during
both
normal
and
reasonably
foreseeable
stressed
conditions;
its
short
and
long-term
cash
flow
projections;
and
its
cash
holdings
and
access
to
other
funding
sources
including
the
Funds’
interfund
lending
facility
and
line
of
credit.
Classification
of
the
Fund’s
portfolio
holdings
in
the
four
liquidity
categories
is
based
on
the
number
of
days
it
is
reasonably
expected
to
take
to
convert
the
investment
to
cash
(for
Highly
Liquid
and
Moderately
Liquid
holdings)
or
sell
or
dispose
of
the
investment
(for
Less
Liquid
and
Illiquid
investments),
in
current
market
conditions
without
significantly
changing
the
investment’s
market
value.
Each
Fund
primarily
holds
liquid
assets
that
are
defined
under
the
Liquidity
Rule
as
"Highly
Liquid
Investments,"
and
therefore
is
not
required
to
establish
an
HLIM.
Highly
Liquid
Investments
are
defined
as
cash
and
any
investment
reasonably
expected
to
be
convertible
to
cash
in
current
market
conditions
in
three
business
days
or
less
without
the
conversion
to
cash
significantly
changing
the
market
value
of
the
investment.
At
meetings
of
the
Funds’
Board
of
Trustees
held
in
May
2022,
the
Program
Administrator
provided
a
written
report
to
the
Board
addressing
the
adequacy
and
effectiveness
of
the
program
for
the
year
ended
December
31,
2021.
The
Program
Administrator
report
concluded
that
(i.)
the
LRMP,
as
adopted
and
implemented,
remains
reasonably
designed
to
assess
and
manage
each
Fund’s
liquidity
risk;
(ii.)
the
LRMP,
including
the
Highly
Liquid
Investment
Minimum
(“HLIM”)
where
applicable,
was
implemented
and
operated
effectively
to
achieve
the
goal
of
assessing
and
managing
each
Fund’s
liquidity
risk;
and
(iii.)
each
Fund
was
able
to
meet
requests
for
redemption
without
significant
dilution
of
remaining
investors’
interests
in
the
Fund.
Proxy
Voting
Policies
and
Procedures
The
Fund’s
investment
manager
has
established
Proxy
Voting
Policies
and
Procedures
(Policies)
that
the
Fund
uses
to
determine
how
to
vote
proxies
relating
to
portfolio
securities.
Shareholders
may
view
the
Fund’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
Fund’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
Schedule
of
Investments
The
Trust,
on
behalf
of
the
Fund,
files
a
complete
schedule
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
as
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.
158
A
11/22
©
2022
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.
Annual
Report
and
Shareholder
Letter
Franklin
Rising
Dividends
Fund
Investment
Manager
Distributor
Shareholder
Services
Franklin
Advisers,
Inc.
Franklin
Distributors,
LLC
(800)
DIAL
BEN
®
/
342-5236
franklintempleton.com
(800)
632-2301
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.
(a) Audit Fees
The aggregate fees paid to the principal accountant for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or for services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements were $88,621 for the fiscal year ended September 30, 2022 and $88,351 for the fiscal year ended September 30, 2021.
(b) Audit-Related Fees
The aggregate fees paid to the principal accountant for assurance and related services rendered by the principal accountant to the registrant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of Item 4 were $3,000 for the fiscal year ended September 30, 2022 and $3,133 for the fiscal year ended September 30, 2021. The services for which these fees were paid included attestation services.
There were no fees paid to the principal accountant for assurance and related services rendered by the principal accountant to the registrant's investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant that are reasonably related to the performance of the audit of their financial statements.
(c) Tax Fees
There were no fees paid to the principal accountant for professional services rendered by the principal accountant to the registrant for tax compliance, tax advice and tax planning.
There were no fees paid to the principal accountant for professional services rendered by the principal accountant to the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant for tax compliance, tax advice and tax planning.
(d) All Other Fees
The aggregate fees paid to the principal accountant for products and services rendered by the principal accountant to the registrant not reported in paragraphs (a)-(c) of Item 4were $8,515 for the fiscal year ended September 30, 2022 and $20,945 for the fiscal year ended September 30, 2021. The services for which these fees were paid included review of materials provided to the fund Board in connection with the investment management contract renewal process and professional fees in connection with SOC 1 Reports.
The aggregate fees paid to the principal accountant for products and services rendered by the principal accountant to the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant not reported in paragraphs (a)-(c) of Item 4 were $258,207 for the fiscal year ended September 30, 2022 and $37,812 for the fiscal year ended September 30, 2021. The services for which these fees were paid included benchmarking services in connection with the ICI TA Survey and assets under management certification, professional fees in connection with SOC 1 Reports, professional services relating to the readiness assessment over Greenhouse Gas Emissions and Energy, fees in connection with a license for accounting and business knowledge platform Viewpoint, fees in connection with a license for employee development tool ProEdge, and professional fees in connection with determining the feasibility of a U.S. direct lending structure.
(e) (1) The registrant’s audit committee is directly responsible for approving the services to be provided by the auditors, including:
(i) pre-approval of all audit and audit related services;
(ii) pre-approval of all non-audit related services to be provided to the Fund by the auditors;
(iii) pre-approval of all non-audit related services to be provided to the registrant by the auditors to the registrant’s investment adviser or to any entity that controls, is controlled by or is under common control with the registrant’s investment adviser and that provides ongoing services to the registrant where the non-audit services relate directly to the operations or financial reporting of the registrant; and
(iv) establishment by the audit committee, if deemed necessary or appropriate, as an alternative to committee pre-approval of services to be provided by the auditors, as required by paragraphs (ii) and (iii) above, of policies and procedures to permit such services to be pre-approved by other means, such as through establishment of guidelines or by action of a designated member or members of the committee; provided the policies and procedures are detailed as to the particular service and the committee is informed of each service and such policies and procedures do not include delegation of audit committee responsibilities, as contemplated under the Securities Exchange Act of 1934, to management; subject, in the case of (ii) through (iv), to any waivers, exceptions or exemptions that may be available under applicable law or rules.
(e) (2) None of the services provided to the registrant described in paragraphs (b)-(d) of Item 4 were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of regulation S-X.
(f) No disclosures are required by this Item 4(f).
(g) The aggregate non-audit fees paid to the principal accountant for services rendered by the principal accountant to the registrant and the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrantwere $269,722 for the fiscal year ended September 30, 2022 and $61,890 for the fiscal year ended September 30, 2021.
(h) The registrant’s audit committee of the board has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.
(i) N/A
(j) 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
.
There have been no changes in the Registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect the internal control over financial reporting.
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Company.
N/A
Item 13. Exhibits.
(a)(1) 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 Christopher Kings, Chief Financial Officer, Chief Accounting Officer and Treasurer
(a)(2)(1) There were no written solicitations to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the Registrant to 10 or more persons.
(a)(2)(2) There was no change in the Registrant’s independent public accountant during the period covered by the report.
(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Matthew T. Hinkle, Chief Executive Officer - Finance and Administration, and Christopher Kings, Chief Financial Officer, Chief Accounting Officer and Treasurer
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
MANAGED TRUST
By S\MATTHEW T. HINKLE______________________
Matthew T. Hinkle
Chief Executive Officer - Finance and Administration
Date November 30, 2022
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 November 30, 2022
By S\CHRISTOPHER KINGS______________________
Christopher Kings
Chief Financial Officer, Chief Accounting Officer and Treasurer
Date November 30, 2022