Franklin Managed Trust N-CSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSRS

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: 3/31/23

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.)

A copy of the notice transmitted to shareholders in reliance on Rule 30e-3 under the 1940 Act that contains disclosures specified by paragraph (c)(3) of that rule is included in the Annual Report.

Not Applicable

.

SEMIANNUAL

REPORT

AND

SHAREHOLDER

LETTER

Franklin

Rising

Dividends

Fund

A

Series

of

Franklin

Managed

Trust

March

31,

2023

Sign

up

for

electronic

delivery

at

franklintempleton.com/edelivery

Not

FDIC

Insured

May

Lose

Value

No

Bank

Guarantee

franklintempleton.com

Semiannual

Report

1

Shareholder

Letter

Dear

Shareholder:

U.S.

equities,

as

measured

by

the

Standard

&

Poor’s

®

500

Index

(S&P

500

®

),

posted

positive

total

returns

for

the

six

months

ended

March

31,

2023.

1

Despite

continued

challenges

from

elevated

inflation,

higher

interest

rates

and

several

well-publicized

failures

in

the

banking

sector

in

March

2023,

stocks,

led

by

the

technology

sector,

gained

amid

signs

of

resilience

in

the

U.S.

economy.

U.S.

gross

domestic

product

grew

in

2022’s

fourth

quarter

as

increased

consumer

and

government

spending,

higher

inventories

and

strong

non-residential

fixed

investment

boosted

the

economy.

Although

consumer

spending

continued

to

rise,

deteriorating

financial

conditions

kept

consumer

sentiment

at

historically

low

levels.

Meanwhile,

inflation,

which

remained

heightened

relative

to

recent

decades,

showed

signs

of

easing

but

its

path

remains

uncertain.

The

annual

inflation

rate,

as

measured

by

the

consumer

price

index,

declined

to

6%

in

February

2023,

the

lowest

rate

since

September

2021,

as

energy

costs

declined

sharply.

The

U.S.

unemployment

rate

remained

at

historic

low

levels

during

the

period,

briefly

hitting

a

54-year

low

of

3.4%

in

January

2023

and

ended

the

period

at

3.5%.

Wage

growth

eased

toward

the

end

of

the

period,

raising

market

expectations

that

the

U.S.

Federal

Reserve

(Fed)

would

slow

its

rate

of

increasing

interest

rates.

Rising

interest

rates

will

translate

to

higher

borrowing

costs

for

individuals

and

businesses

and

likely

discourage

some

economic

activity.

Even

as

the

Fed

moved

interest

rates

higher,

however,

mortgage

rates

moved

lower

toward

the

end

of

the

period

after

signs

of

stress

in

the

banking

system

became

evident.

In

an

effort

to

control

inflation,

the

Fed

raised

the

federal

funds

target

rate

four

times

during

the

period

to

end

at

a

range

of

4.75%–5.00%.

The

Fed

stepped

down

the

pace

of

its

interest-rate

hikes

from

75

basis

points

(bps)

at

its

November

2022

meeting

to

50

bps

in

December,

followed

by

25

bps

increases

in

February

and

March

2023.

At

its

March

2023

meeting,

the

Fed

said

it

would

continue

to

reduce

bond

holdings,

but

it

departed

from

previous

statements

by

softening

its

firm

outlook

on

future

rate

hikes.

Additionally,

Fed

Chair

Jerome

Powell

said

the

central

bank

most

likely

would

not

cut

rates

in

2023.

While

uneven

economic

conditions

are

a

concern

for

many

investors,

we

remain

committed

to

our

long-term

perspective

and

disciplined

investment

approach

as

we

conduct

rigorous,

fundamental

analysis

of

securities

that

balances

long-term

opportunities

and

risk

management.

We

continue

to

focus

on

what

we

consider

high-quality,

resilient

business

models

with

attractive

cash

flow

generation

capabilities

that

we

believe

can

perform

well

through

a

business

cycle.

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

P.

B.

Getaz,

CFA

Senior

Vice

President

Portfolio

Manager

Franklin

Managed

Trust

Matthew

D.

Quinlan

Senior

Vice

President

Portfolio

Manager

Franklin

Managed

Trust

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

Semiannual

Report

2

This

letter

reflects

our

analysis

and

opinions

as

of

March

31,

2023,

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.

franklintempleton.com

Semiannual

Report

3

Contents

Semiannual

Report

Franklin

Rising

Dividends

Fund

4

Performance

Summary

7

Your

Fund’s

Expenses

9

Financial

Highlights

and

Schedule

of

Investments

10

Financial

Statements

18

Notes

to

Financial

Statements

22

Shareholder

Information

30

Visit

franklintempleton.com

for

fund

updates,

to

access

your

account,

or

to

find

helpful

financial

planning

tools.

4

franklintempleton.com

Semiannual

Report

SEMIANNUAL

REPORT

Franklin

Rising

Dividends

Fund

This

semiannual

report

for

Franklin

Rising

Dividends

Fund

covers

the

period

ended

March

31,

2023.

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

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

in

companies

of

any

size,

across

the

entire

market

spectrum,

and

may

invest

up

to

25%

of

its

total

assets

in

foreign

securities.

Performance

Overview

For

the

six

months

under

review,

the

Fund’s

Class

A

shares

posted

a

+17.16%

cumulative

total

return.

In

comparison,

the

Fund’s

benchmark,

the

Standard

&

Poor’s

500

Index

(S&P

500

®

),

which

is

a

market

capitalization-weighted

index

of

500

stocks

designed

to

measure

total

U.S.

equity

market

performance,

posted

a

+15.62%

cumulative

total

return.

1

You

can

find

more

of

the

Fund’s

performance

data

in

the

Performance

Summary

beginning

on

page

7

.

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

Standard

&

Poor’s

®

500

Index

(S&P

500

®

),

posted

a

+15.62%

total

return

for

the

six

months

ended

March

31,

2023.

1

Despite

continued

challenges

from

elevated

inflation,

higher

interest

rates

and

the

failure

of

three

U.S.

banks

in

March

2023,

stocks,

led

by

the

information

technology

sector,

gained

amid

signs

of

resilience

in

the

U.S.

economy.

*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.

U.S.

gross

domestic

product

grew

in

2022’s

fourth

quarter

as

increased

consumer

and

government

spending,

higher

inventories

and

strong

nonresidential

fixed

investment

boosted

the

economy.

Although

consumer

spending

continued

to

rise,

deteriorating

financial

conditions

kept

consumer

sentiment

at

historically

low

levels.

Meanwhile,

inflation,

which

remained

heightened

relative

to

recent

decades,

showed

signs

of

easing.

The

annual

inflation

rate,

as

measured

by

the

consumer

price

index,

declined

to

6%

in

February

2023,

the

lowest

rate

since

September

2021,

as

energy

costs

declined

sharply.

The

U.S.

unemployment

rate

remained

at

historic

low

levels

during

the

period,

briefly

hitting

a

54-year

low

of

3.4%

in

January

2023

and

ended

the

period

at

3.5%.

Wage

growth

eased

toward

the

end

of

the

period,

raising

market

expectations

that

the

U.S.

Federal

Reserve

(Fed)

would

Portfolio

Composition

3/31/23

%

of

Total

Net

Assets

Software

12.6%

Health

Care

Equipment

&

Supplies

9.3%

Chemicals

9.1%

Semiconductors

&

Semiconductor

Equipment

5.9%

Aerospace

&

Defense

4.1%

Specialty

Retail

3.5%

Consumer

Staples

Distribution

&

Retail

3.5%

Oil,

Gas

&

Consumable

Fuels

3.3%

Health

Care

Providers

&

Services

3.1%

Household

Products

2.8%

Hotels,

Restaurants

&

Leisure

2.6%

IT

Services

2.6%

Financial

Services

2.5%

Food

Products

2.5%

Other*

28.8%

Short-Term

Investments

&

Other

Net

Assets

3.8%

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

5

franklintempleton.com

Semiannual

Report

slow

its

rate

of

increasing

interest

rates.

Rising

interest

rates

translated

to

higher

borrowing

costs

for

individuals

and

businesses,

which

discouraged

some

economic

activity.

Despite

interest-rate

increases,

bank

failures

contributed

to

lower

mortgage

rates

toward

the

end

of

the

period.

In

an

effort

to

control

inflation,

the

Fed

raised

the

federal

funds

target

rate

four

times

during

the

period

to

end

at

a

range

of

4.75%–5.00%.

The

Fed

stepped

down

the

pace

of

its

interest-rate

hikes

from

75

basis

points

(bps)

at

its

November

2022

meeting

to

50

bps

in

December,

followed

by

25

bps

increases

in

February

and

March

2023.

At

its

March

2023

meeting,

the

Fed

said

it

would

continue

to

reduce

bond

holdings,

but

it

departed

from

previous

statements

by

softening

its

firm

outlook

on

future

rate

hikes.

Additionally,

Fed

Chair

Jerome

Powell

said

the

central

bank

most

likely

would

not

cut

rates

in

2023.

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

Over

the

six-month

period

through

March

31,

2023,

all

sectors

contributed

to

performance

on

an

absolute

basis,

led

by

information

technology,

industrials

and

health

care.

All

sectors

posted

double-digit

gains

for

the

period.

Energy

and

financials

made

the

weakest

contributions.

Among

the

individual

contributors,

shares

of

enterprise

software

company

Microsoft

rallied

as

investors

focused

on

companies

poised

to

benefit

from

the

rise

of

artificial

intelligence

(AI),

which

requires

an

enormous

amount

of

data

to

be

stored

and

processed.

In

early

2023,

Microsoft

announced

plans

to

step

up

its

investment

in

OpenAI

(not

a

Fund

holding),

the

owner

of

the

ChatGPT

chat

bot,

and

then

released

a

version

of

its

internet

search

engine

featuring

the

technology.

Microsoft

and

other

large

technology

and

internet

stocks

outperformed

broader

markets

in

March

amid

turmoil

in

the

banking

industry.

Investors

sought

the

companies’

durable

revenue

streams

and

market

leadership

as

recessionary

fears

increased.

Microsoft’s

growth

slowed

in

the

fourth

quarter

of

2022,

and

the

company

warned

of

a

potential

slowdown

for

its

cloud

and

business

software

businesses.

It

also

announced

significant

layoffs.

We

continue

to

believe

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.

Medical

technology

firm

Stryker

benefited

from

solid

financial

performance

that

exceeded

expectations,

supported

by

the

strength

of

its

signature

Mako

robotic-arm

assisted

surgery

platform

as

well

as

growth

in

its

emergency

care

and

acute

care

businesses.

The

company’s

guidance

was

also

strong,

citing

expectations

for

a

continuing

recovery

in

procedure

volumes,

especially

for

highly

profitable

orthopedic

implants

and

robotics-assisted

surgeries.

We

believe

the

company

has

an

attractive

growth

profile

and

reasonable

valuation,

and

we

believe

Stryker

likely

stands

to

benefit

from

an

increase

in

elective

surgeries

in

2023.

Chipmaker

Analog

Devices

also

bolstered

absolute

performance.

The

company

announced

upbeat

results

that

surpassed

market

expectations,

citing

strong

demand

from

industrial

and

automotive

customers.

Data

center

demand

has

remained

resilient

despite

moderating

spending

plans

at

the

cloud

titans,

and

order

patterns

have

shown

signs

of

improvement.

In

our

view,

Analog

Devices

is

poised

to

continue

to

benefit

from

secular

tailwinds

in

factory

automation

and

the

electrification

of

the

automotive

industry. 

Top

10

Holdings

3/31/23

Company

Industry

%

of

Total

Net

Assets

a

a

Microsoft

Corp.

8.9%

Software

Roper

Technologies,

Inc.

3.7%

Software

Stryker

Corp.

3.7%

Health

Care

Equipment

&

Supplies

Linde

plc

3.6%

Chemicals

Analog

Devices,

Inc.

3.1%

Semiconductors

&

Semiconductor

Equipment

Texas

Instruments,

Inc.

2.8%

Semiconductors

&

Semiconductor

Equipment

UnitedHealth

Group,

Inc.

2.7%

Health

Care

Providers

&

Services

Raytheon

Technologies

Corp.

2.7%

Aerospace

&

Defense

Air

Products

and

Chemicals,

Inc.

2.6%

Chemicals

Accenture

plc

2.6%

IT

Services

Franklin

Rising

Dividends

Fund

6

franklintempleton.com

Semiannual

Report

In

contrast,

engineered

products

manufacturer

Carlisle

Companies

weighed

on

absolute

returns.

Some

analysts

downgraded

the

company

after

it

lowered

its

2023

guidance

in

the

wake

of

several

quarters

of

impressive

growth,

which

drove

record

annual

sales

and

strong

earnings

growth

in

2022.

We

appreciate

Carlisle’s

recent

share

repurchase

program

and

strong

dividends.

We

believe

Carlisle’s

market

leadership

will

likely

help

it

generate

strong

free

cash

flow

in

a

variety

of

macroeconomic

environments,

and

that

the

company

could

benefit

from

the

Inflation

Reduction

Act

of

2022,

which

incentivizes

investments

in

energy

efficiency.

Shares

of

lithium

producer

Albemarle

declined

for

the

period,

retreating

from

an

all-time

high

in

November

2022.

High

demand

and

prices

for

lithium,

a

key

raw

material

for

electric

vehicle

(EV)

batteries,

had

supported

a

long

rally,

but

lithium

prices

declined

across

the

first

quarter

of

2023,

due

in

part

to

slowing

demand

for

EVs,

especially

in

China,

where

the

government

has

phased

out

some

incentives.

Nonetheless,

Albemarle’s

quarterly

results

exceeded

expectations,

and

management

expressed

confidence

in

China’s

EV

market,

forecasting

strong

growth

for

2023.

The

Inflation

Reduction

Act

also

offers

potential

benefits

for

Albemarle,

which

received

a

sizable

grant

from

the

U.S.

government

last

fall

as

part

of

the

effort

to

support

the

development

of

a

domestic

EV

supply

chain.

Managed

care

and

insurance

company

UnitedHealth

Group

was

another

notable

absolute

detractor.

Although

the

company

reported

solid

quarterly

and

yearly

earnings,

surpassing

analysts’

estimates,

investor

concerns

over

a

possible

lowering

of

insurance

premiums

in

2023

may

have

contributed

to

the

stock’s

weak

performance.

In

February,

the

Centers

for

Medicare

and

Medicaid

proposed

new

Medicare

Advantage

rate

increases

that

were

lower

than

expected.

UnitedHealth’s

acquisition

of

United

Kingdom-

based

health

care

technology

firm

EMIS

Group

(not

a

Fund

holding)

also

encountered

regulatory

pushback

during

the

first

quarter

of

2023,

with

the

U.K.

Competition

and

Markets

Authority

rejecting

a

proposal

from

the

companies

at

the

end

of

March.

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

March

31,

2023,

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

March

31,

2023

Franklin

Rising

Dividends

Fund

7

franklintempleton.com

Semiannual

Report

The

performance

table

does

not

reflect

any

taxes

that

a

shareholder

would

pay

on

Fund

dividends,

capital

gain

distributions,

if

any,

or

any

realized

gains

on

the

sale

of

Fund

shares.

Total

return

reflects

reinvestment

of

the

Fund’s

dividends

and

capital

gain

distributions,

if

any,

and

any

unrealized

gains

or

losses.

Your

dividend

income

will

vary

depending

on

dividends

or

interest

paid

by

securities

in

the

Fund’s

portfolio,

adjusted

for

operating

expenses

of

each

class.

Capital

gain

distributions

are

net

profits

realized

from

the

sale

of

portfolio

securities.

Performance

as

of

3/31/23

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

6-Month

+17.16%

+10.72%

1-Year

-1.57%

-6.98%

5-Year

+72.33%

+10.24%

10-Year

+184.23%

+10.38%

Advisor

6-Month

+17.30%

+17.30%

1-Year

-1.33%

-1.33%

5-Year

+74.49%

+11.78%

10-Year

+191.45%

+11.29%

See

page

8

for

Performance

Summary

footnotes.

Franklin

Rising

Dividends

Fund

Performance

Summary

8

franklintempleton.com

Semiannual

Report

Each

class

of

shares

is

available

to

certain

eligible

investors

and

has

different

annual

fees

and

expenses,

as

described

in

the

prospectus.

All

investments

involve

risks,

including

possible

loss

of

principal.

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.

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.

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.

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

(10/1/22–3/31/23)

Share

Class

Net

Investment

Income

Long-Term

Capital

Gain

Total

A

$0.3622

$3.3352

$3.6974

C

$0.0488

$3.3352

$3.3840

R

$0.2596

$3.3352

$3.5948

R6

$0.5012

$3.3352

$3.8364

Advisor

$0.4665

$3.3352

$3.8017

Total

Annual

Operating

Expenses

5

Share

Class

A

0.84%

Advisor

0.59%

Your

Fund’s

Expenses

Franklin

Rising

Dividends

Fund

9

franklintempleton.com

Semiannual

Report

As

a

Fund

shareholder,

you

can

incur

two

types

of

costs:

(1)

transaction

costs,

including

sales

charges

(loads)

on

Fund

purchases

and

redemptions;

and

(2)

ongoing

Fund

costs,

including

management

fees,

distribution

and

service

(12b-1)

fees,

and

other

Fund

expenses.

All

mutual

funds

have

ongoing

costs,

sometimes

referred

to

as

operating

expenses.

The

table

below

shows

ongoing

costs

of

investing

in

the

Fund

and

can

help

you

understand

these

costs

and

compare

them

with

those

of

other

mutual

funds.

The

table

assumes

a

$1,000

investment

held

for

the

six

months

indicated.

Actual

Fund

Expenses

The

table

below

provides

information

about

actual

account

values

and

actual

expenses

in

the

columns

under

the

heading

“Actual.”

In

these

columns

the

Fund’s

actual

return,

which

includes

the

effect

of

Fund

expenses,

is

used

to

calculate

the

“Ending

Account

Value”

for

each

class

of

shares.

You

can

estimate

the

expenses

you

paid

during

the

period

by

following

these

steps

(

of

course,

your

account

value

and

expenses

will

differ

from

those

in

this

illustration

):

Divide

your

account

value

by

$1,000

(

if

your

account

had

an

$8,600

value,

then

$8,600

÷

$1,000

=

8.6

).

Then

multiply

the

result

by

the

number

in

the

row

for

your

class

of

shares

under

the

headings

“Actual”

and

“Expenses

Paid

During

Period”

(

if

Actual

Expenses

Paid

During

Period

were

$7.50,

then

8.6

x

$7.50

=

$64.50

).

In

this

illustration,

the

actual

expenses

paid

this

period

are

$64.50.

Hypothetical

Example

for

Comparison

with

Other

Funds

Under

the

heading

“Hypothetical”

in

the

table,

information

is

provided

about

hypothetical

account

values

and

hypothetical

expenses

based

on

the

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses,

which

is

not

the

Fund’s

actual

return.

This

information

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period,

but

it

can

help

you

compare

ongoing

costs

of

investing

in

the

Fund

with

those

of

other

funds.

To

do

so,

compare

this

5%

hypothetical

example

for

the

class

of

shares

you

hold

with

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

other

funds.

Please

note

that

expenses

shown

in

the

table

are

meant

to

highlight

ongoing

costs

and

do

not

reflect

any

transactional

costs.

Therefore,

information

under

the

heading

“Hypothetical”

is

useful

in

comparing

ongoing

costs

only,

and

will

not

help

you

compare

total

costs

of

owning

different

funds.

In

addition,

if

transactional

costs

were

included,

your

total

costs

would

have

been

higher.

1.

Expenses

are

equal

to

the

annualized

expense

ratio

for

the

six-month

period

as

indicated

above—in

the

far

right

column—multiplied

by

the

simple

average

account

value

over

the

period

indicated,

and

then

multiplied

by

182/365

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

10/1/22

Ending

Account

Value

3/31/23

Expenses

Paid

During

Period

10/1/22–3/31/23

1,2

Ending

Account

Value

3/31/23

Expenses

Paid

During

Period

10/1/22–3/31/23

1,2

a

Net

Annualized

Expense

Ratio

2

A

$1,000

$1,171.60

$4.54

$1,020.75

$4.23

0.84%

C

$1,000

$1,167.30

$8.58

$1,017.01

$7.99

1.59%

R

$1,000

$1,170.10

$5.89

$1,019.50

$5.48

1.09%

R6

$1,000

$1,173.50

$2.79

$1,022.37

$2.59

0.51%

Advisor

$1,000

$1,173.00

$3.19

$1,022.00

$2.97

0.59%

Franklin

Managed

Trust

Financial

Highlights

Franklin

Rising

Dividends

Fund

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

10

f

a

Six

Months

Ended

March

31,

2023

(unaudited)

Year

Ended

September

30,

2022

2021

2020

2019

2018

Class

A

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$76.32

$90.55

$72.25

$67.81

$66.02

$58.98

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.46

0.76

0.63

0.69

0.73

0.70

Net

realized

and

unrealized

gains

(losses)

12.51

(10.61)

18.30

5.84

3.97

8.40

Total

from

investment

operations

........

12.97

(9.85)

18.93

6.53

4.70

9.10

Less

distributions

from:

Net

investment

income

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

(0.36)

(0.64)

(0.63)

(0.71)

(0.75)

(0.66)

Net

realized

gains

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

(3.34)

(3.74)

—

(1.38)

(2.16)

(1.40)

Total

distributions

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

(3.70)

(4.38)

(0.63)

(2.09)

(2.91)

(2.06)

Net

asset

value,

end

of

period

..........

$85.59

$76.32

$90.55

$72.25

$67.81

$66.02

Total

return

c

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

17.16%

(11.63)%

26.31%

9.97%

7.55%

15.77%

Ratios

to

average

net

assets

d

Expenses

before

waiver

and

payments

by

affiliates

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

0.85%

0.84%

0.85%

0.86%

0.87%

0.87%

Expenses

net

of

waiver

and

payments

by

affiliates

e

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

0.84%

0.84%

f

0.85%

f

0.86%

f

0.87%

f

0.87%

f

Net

investment

income

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

1.12%

0.86%

0.74%

1.02%

1.16%

1.14%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$17,569,105

$15,339,642

$17,819,162

$14,152,903

$13,214,451

$12,295,189

Portfolio

turnover

rate

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

0.64%

3.02%

g

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,

and

is

not

annualized

for

periods

less

than

one

year.

d

Ratios

are

annualized

for

periods

less

than

one

year.

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

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.

Semiannual

Report

11

a

Six

Months

Ended

March

31,

2023

(unaudited)

Year

Ended

September

30,

2022

2021

2020

2019

2018

Class

C

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$74.58

$88.67

$70.77

$66.43

$64.73

$57.86

Income

from

investment

operations

a

:

Net

investment

income

(loss)

b

........

0.15

0.09

(—)

c

0.18

0.25

0.24

Net

realized

and

unrealized

gains

(losses)

12.24

(10.38)

17.95

5.75

3.88

8.25

Total

from

investment

operations

........

12.39

(10.29)

17.95

5.93

4.13

8.49

Less

distributions

from:

Net

investment

income

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

(0.05)

(0.06)

(0.05)

(0.21)

(0.27)

(0.22)

Net

realized

gains

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

(3.34)

(3.74)

—

(1.38)

(2.16)

(1.40)

Total

distributions

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

(3.39)

(3.80)

(0.05)

(1.59)

(2.43)

(1.62)

Net

asset

value,

end

of

period

..........

$83.58

$74.58

$88.67

$70.77

$66.43

$64.73

Total

return

d

16.73%

(12.31)%

25.37%

9.13%

6.75%

14.92%

Ratios

to

average

net

assets

e

Expenses

before

waiver

and

payments

by

affiliates

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

1.60%

1.59%

1.60%

1.61%

1.62%

1.62%

Expenses

net

of

waiver

and

payments

by

affiliates

f

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

1.59%

1.59%

g

1.60%

g

1.61%

g

1.62%

g

1.62%

g

Net

investment

income

(loss)

..........

0.37%

0.10%

(—)%

h

0.28%

0.41%

0.39%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$1,142,975

$1,101,919

$1,572,738

$1,963,672

$2,375,567

$2,980,374

Portfolio

turnover

rate

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

0.64%

3.02%

i

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,

and

is

not

annualized

for

periods

less

than

one

year.

e

Ratios

are

annualized

for

periods

less

than

one

year.

f

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

g

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

h

Rounds

to

less

than

0.01%.

i

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

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

12

a

Six

Months

Ended

March

31,

2023

(unaudited)

Year

Ended

September

30,

2022

2021

2020

2019

2018

Class

R

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$76.02

$90.21

$71.98

$67.56

$65.78

$58.76

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.36

0.54

0.42

0.52

0.57

0.55

Net

realized

and

unrealized

gains

(losses)

12.46

(10.59)

18.24

5.82

3.96

8.37

Total

from

investment

operations

........

12.82

(10.05)

18.66

6.34

4.53

8.92

Less

distributions

from:

Net

investment

income

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

(0.26)

(0.40)

(0.43)

(0.54)

(0.59)

(0.50)

Net

realized

gains

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

(3.34)

(3.74)

—

(1.38)

(2.16)

(1.40)

Total

distributions

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

(3.60)

(4.14)

(0.43)

(1.92)

(2.75)

(1.90)

Net

asset

value,

end

of

period

..........

$85.24

$76.02

$90.21

$71.98

$67.56

$65.78

Total

return

c

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

17.01%

(11.87)%

26.00%

9.67%

7.28%

15.50%

Ratios

to

average

net

assets

d

Expenses

before

waiver

and

payments

by

affiliates

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

1.10%

1.09%

1.10%

1.11%

1.12%

1.12%

Expenses

net

of

waiver

and

payments

by

affiliates

e

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

1.09%

1.09%

f

1.10%

f

1.11%

f

1.12%

f

1.12%

f

Net

investment

income

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

0.87%

0.61%

0.49%

0.78%

0.91%

0.89%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$177,031

$159,396

$192,325

$176,413

$194,827

$203,792

Portfolio

turnover

rate

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

0.64%

3.02%

g

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

is

not

annualized

for

periods

less

than

one

year.

d

Ratios

are

annualized

for

periods

less

than

one

year.

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

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.

Semiannual

Report

13

a

Six

Months

Ended

March

31,

2023

(unaudited)

Year

Ended

September

30,

2022

2021

2020

2019

2018

Class

R6

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$76.27

$90.51

$72.21

$67.79

$65.97

$58.97

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.60

1.05

0.90

0.90

0.94

0.83

Net

realized

and

unrealized

gains

(losses)

12.49

(10.62)

18.29

5.83

3.98

8.47

Total

from

investment

operations

........

13.09

(9.57)

19.19

6.73

4.92

9.30

Less

distributions

from:

Net

investment

income

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

(0.50)

(0.93)

(0.89)

(0.93)

(0.94)

(0.90)

Net

realized

gains

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

(3.34)

(3.74)

—

(1.38)

(2.16)

(1.40)

Total

distributions

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

(3.84)

(4.67)

(0.89)

(2.31)

(3.10)

(2.30)

Net

asset

value,

end

of

period

..........

$85.52

$76.27

$90.51

$72.21

$67.79

$65.97

Total

return

c

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

17.35%

(11.35)%

26.72%

10.33%

7.91%

16.18%

Ratios

to

average

net

assets

d

Expenses

before

waiver

and

payments

by

affiliates

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

0.52%

0.52%

0.53%

0.53%

0.53%

0.53%

Expenses

net

of

waiver

and

payments

by

affiliates

e

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

0.51%

0.52%

f

0.53%

f

0.53%

f

0.53%

f

0.53%

f

Net

investment

income

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

1.44%

1.19%

1.06%

1.35%

1.50%

1.48%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$2,857,880

$2,331,423

$2,510,987

$2,187,987

$1,852,106

$1,743,486

Portfolio

turnover

rate

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

0.64%

3.02%

g

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

is

not

annualized

for

periods

less

than

one

year.

d

Ratios

are

annualized

for

periods

less

than

one

year.

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

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

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

14

a

Six

Months

Ended

March

31,

2023

(unaudited)

Year

Ended

September

30,

2022

2021

2020

2019

2018

Advisor

Class

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$76.27

$90.50

$72.21

$67.78

$65.98

$58.95

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.57

0.98

0.84

0.85

0.89

0.90

Net

realized

and

unrealized

gains

(losses)

12.49

(10.61)

18.28

5.84

3.97

8.34

Total

from

investment

operations

........

13.06

(9.63)

19.12

6.69

4.86

9.24

Less

distributions

from:

Net

investment

income

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

(0.47)

(0.86)

(0.83)

(0.88)

(0.90)

(0.81)

Net

realized

gains

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

(3.34)

(3.74)

—

(1.38)

(2.16)

(1.40)

Total

distributions

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

(3.81

)

(4.60)

(0.83)

(2.26)

(3.06)

(2.21)

Net

asset

value,

end

of

period

..........

$85.52

$76.27

$90.50

$72.21

$67.78

$65.98

Total

return

c

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

17.30%

(11.41)%

26.62%

10.25%

7.82%

16.07%

Ratios

to

average

net

assets

d

Expenses

before

waiver

and

payments

by

affiliates

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

0.60%

0.59%

0.60%

0.61%

0.62%

0.62%

Expenses

net

of

waiver

and

payments

by

affiliates

e

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

0.59%

0.59%

f

0.60%

f

0.61%

f

0.62%

f

0.62%

f

Net

investment

income

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

1.37%

1.11%

0.99%

1.28%

1.41%

1.39%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$3,910,231

$3,430,804

$4,295,258

$3,421,716

$3,282,003

$2,883,129

Portfolio

turnover

rate

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

0.64%

3.02%

g

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

is

not

annualized

for

periods

less

than

one

year.

d

Ratios

are

annualized

for

periods

less

than

one

year.

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

Excludes

the

value

of

portfolio

activity

as

a

result

of

in-kind

transactions.

See

Note

3(h).

Franklin

Managed

Trust

Schedule

of

Investments

(unaudited),

March

31,

2023

Franklin

Rising

Dividends

Fund

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

15

a

a

Shares

a

Value

a

Common

Stocks

96.2%

Aerospace

&

Defense

4.1%

General

Dynamics

Corp.

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

1,567,645

$

357,752,266

Raytheon

Technologies

Corp.

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

6,979,542

683,506,548

1,041,258,814

Air

Freight

&

Logistics

2.2%

United

Parcel

Service,

Inc.,

B

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

2,898,352

562,251,305

Banks

1.3%

JPMorgan

Chase

&

Co.

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

2,555,890

333,058,026

Beverages

2.0%

PepsiCo,

Inc.

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

2,783,083

507,356,031

Biotechnology

1.6%

AbbVie,

Inc.

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

2,602,832

414,813,336

Building

Products

2.4%

Carlisle

Cos.,

Inc.

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

1,017,507

230,027,807

Johnson

Controls

International

plc

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

6,572,077

395,770,477

625,798,284

Capital

Markets

1.2%

Nasdaq,

Inc.

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

5,390,328

294,689,232

Chemicals

9.1%

Air

Products

and

Chemicals,

Inc.

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

2,308,140

662,920,889

Albemarle

Corp.

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

1,421,116

314,123,481

Ecolab,

Inc.

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

1,830,297

302,969,062

Linde

plc

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

2,577,834

916,265,317

Sherwin-Williams

Co.

(The)

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

641,874

144,274,019

2,340,552,768

Commercial

Services

&

Supplies

1.7%

Cintas

Corp.

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

930,523

430,534,382

Consumer

Staples

Distribution

&

Retail

3.5%

Target

Corp.

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

3,048,414

504,908,811

Walmart,

Inc.

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

2,576,607

379,920,702

884,829,513

Electrical

Equipment

0.8%

nVent

Electric

plc

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

4,935,265

211,920,279

Financial

Services

2.5%

Visa,

Inc.,

A

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

2,872,121

647,548,401

Food

Products

2.5%

McCormick

&

Co.,

Inc.

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

4,253,378

353,923,583

Mondelez

International,

Inc.,

A

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

4,196,025

292,546,863

646,470,446

Ground

Transportation

1.9%

JB

Hunt

Transport

Services,

Inc.

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

1,173,960

205,983,022

Norfolk

Southern

Corp.

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

1,362,167

288,779,404

494,762,426

Health

Care

Equipment

&

Supplies

9.3%

Abbott

Laboratories

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

4,429,477

448,528,841

Becton

Dickinson

&

Co.

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

2,391,800

592,066,172

Medtronic

plc

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

5,094,090

410,685,536

Franklin

Managed

Trust

Schedule

of

Investments

(unaudited)

Franklin

Rising

Dividends

Fund

(continued)

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

16

a

a

Shares

a

Value

a

Common

Stocks

(continued)

Health

Care

Equipment

&

Supplies

(continued)

Stryker

Corp.

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

3,291,974

$

939,759,818

2,391,040,367

Health

Care

Providers

&

Services

3.1%

CVS

Health

Corp.

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

1,300,095

96,610,059

UnitedHealth

Group,

Inc.

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

1,454,732

687,491,796

784,101,855

Hotels,

Restaurants

&

Leisure

2.6%

McDonald's

Corp.

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

1,894,100

529,609,301

Starbucks

Corp.

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

1,317,687

137,210,747

666,820,048

Household

Products

2.8%

Colgate-Palmolive

Co.

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

3,618,390

271,922,008

Procter

&

Gamble

Co.

(The)

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

2,959,991

440,121,062

712,043,070

Industrial

Conglomerates

2.2%

Honeywell

International,

Inc.

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

2,996,092

572,613,103

Insurance

0.8%

Erie

Indemnity

Co.,

A

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

931,078

215,693,530

IT

Services

2.6%

Accenture

plc,

A

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

2,290,528

654,655,808

Life

Sciences

Tools

&

Services

2.4%

Danaher

Corp.

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

386,655

97,452,526

West

Pharmaceutical

Services,

Inc.

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

1,514,681

524,791,526

622,244,052

Machinery

2.1%

Donaldson

Co.,

Inc.

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

2,464,317

161,018,473

Dover

Corp.

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

2,493,610

378,879,103

539,897,576

Oil,

Gas

&

Consumable

Fuels

3.3%

Chevron

Corp.

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

2,201,898

359,261,678

EOG

Resources,

Inc.

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

2,066,712

236,907,196

Exxon

Mobil

Corp.

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

2,173,138

238,306,313

834,475,187

Pharmaceuticals

2.5%

Johnson

&

Johnson

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

2,845,857

441,107,835

Pfizer,

Inc.

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

4,880,104

199,108,243

640,216,078

Semiconductors

&

Semiconductor

Equipment

5.9%

Analog

Devices,

Inc.

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

4,050,400

798,819,888

Texas

Instruments,

Inc.

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

3,848,273

715,817,261

1,514,637,149

Software

12.6%

Microsoft

Corp.

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

7,963,583

2,295,900,978

Roper

Technologies,

Inc.

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

2,144,747

945,168,555

3,241,069,533

Specialty

Retail

3.5%

Lowe's

Cos.,

Inc.

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

2,442,364

488,399,529

Franklin

Managed

Trust

Schedule

of

Investments

(unaudited)

Franklin

Rising

Dividends

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

17

a

a

Shares

a

Value

a

Common

Stocks

(continued)

Specialty

Retail

(continued)

Ross

Stores,

Inc.

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

3,868,972

$

410,613,998

899,013,527

Technology

Hardware,

Storage

&

Peripherals

0.3%

Apple,

Inc.

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

430,708

71,023,749

Textiles,

Apparel

&

Luxury

Goods

1.9%

NIKE,

Inc.,

B

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

4,041,697

495,673,720

Trading

Companies

&

Distributors

1.5%

WW

Grainger,

Inc.

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

567,266

390,738,494

Total

Common

Stocks

(Cost

$9,836,002,076)

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

24,681,800,089

a

a

a

a

Short

Term

Investments

3.9%

a

Money

Market

Funds

3.9%

a,b

Institutional

Fiduciary

Trust

-

Money

Market

Portfolio,

4.371%

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

994,728,444

994,728,444

Total

Money

Market

Funds

(Cost

$994,728,444)

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

994,728,444

Total

Short

Term

Investments

(Cost

$994,728,444

)

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

994,728,444

a

Total

Investments

(Cost

$10,830,730,520)

100.1%

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

$25,676,528,533

Other

Assets,

less

Liabilities

(0.1)%

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

(19,307,258)

Net

Assets

100.0%

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

$25,657,221,275

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

March

31,

2023

(unaudited)

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

18

Franklin

Rising

Dividends

Fund

Assets:

Investments

in

securities:

Cost

-

Unaffiliated

issuers

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

$9,836,002,076

Cost

-

Non-controlled

affiliates

(Note

3f

)

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

994,728,444

Value

-

Unaffiliated

issuers

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

$24,681,800,089

Value

-

Non-controlled

affiliates

(Note

3f

)

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

994,728,444

Receivables:

Investment

securities

sold

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

11,559,825

Capital

shares

sold

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

12,812,953

Dividends

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

19,271,056

Total

assets

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

25,720,172,367

Liabilities:

Payables:

Investment

securities

purchased

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

26,112,801

Capital

shares

redeemed

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

17,697,838

Management

fees

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

10,126,711

Distribution

fees

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

4,643,692

Transfer

agent

fees

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

4,132,025

Trustees'

fees

and

expenses

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

296

Accrued

expenses

and

other

liabilities

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

237,729

Total

liabilities

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

62,951,092

Net

assets,

at

value

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

$25,657,221,275

Net

assets

consist

of:

Paid-in

capital

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

$10,286,905,335

Total

distributable

earnings

(losses)

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

15,370,315,940

Net

assets,

at

value

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

$25,657,221,275

Franklin

Managed

Trust

Financial

Statements

Statement

of

Assets

and

Liabilities

(continued)

March

31,

2023

(unaudited)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

19

Franklin

Rising

Dividends

Fund

Class

A:

Net

assets,

at

value

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

$17,569,104,562

Shares

outstanding

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

205,272,602

Net

asset

value

per

share

a

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

$85.59

Maximum

offering

price

per

share

(net

asset

value

per

share

÷

94.50%)

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

$90.57

Class

C:

Net

assets,

at

value

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

$1,142,974,756

Shares

outstanding

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

13,674,632

Net

asset

value

and

maximum

offering

price

per

share

a

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

$83.58

Class

R:

Net

assets,

at

value

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

$177,030,790

Shares

outstanding

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

2,076,750

Net

asset

value

and

maximum

offering

price

per

share

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

$85.24

Class

R6:

Net

assets,

at

value

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

$2,857,879,851

Shares

outstanding

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

33,417,695

Net

asset

value

and

maximum

offering

price

per

share

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

$85.52

Advisor

Class:

Net

assets,

at

value

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

$3,910,231,316

Shares

outstanding

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

45,720,548

Net

asset

value

and

maximum

offering

price

per

share

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

$85.52

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

six

months

ended

March

31,

2023

(unaudited)

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

20

Franklin

Rising

Dividends

Fund

Investment

income:

Dividends:

Unaffiliated

issuers

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

$229,390,184

Non-controlled

affiliates

(Note

3f

)

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

12,675,289

Total

investment

income

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

242,065,473

Expenses:

Management

fees

(Note

3

a

)

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

60,806,348

Distribution

fees:

(Note

3c

)

    Class

A

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

21,215,797

    Class

C

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

5,807,350

    Class

R

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

433,944

Transfer

agent

fees:

(Note

3e

)

    Class

A

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

8,078,218

    Class

C

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

552,911

    Class

R

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

82,621

    Class

R6

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

264,936

    Advisor

Class

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

1,805,459

Custodian

fees

(Note

4

)

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

71,090

Reports

to

shareholders

fees

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

668,139

Registration

and

filing

fees

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

240,151

Professional

fees

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

80,786

Trustees'

fees

and

expenses

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

143,124

Other

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

339,704

Total

expenses

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

100,590,578

Expense

reductions

(Note

4

)

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

(56)

Expenses

waived/paid

by

affiliates

(Note

3f)

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

(1,286,227)

Net

expenses

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

99,304,295

Net

investment

income

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

142,761,178

Realized

and

unrealized

gains

(losses):

Net

realized

gain

(loss)

from:

Investments:

Unaffiliated

issuers

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

533,100,885

Foreign

currency

transactions

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

3,114

Net

realized

gain

(loss)

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

533,103,999

Net

change

in

unrealized

appreciation

(depreciation)

on:

Investments:

Unaffiliated

issuers

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

3,142,995,315

Net

realized

and

unrealized

gain

(loss)

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

3,676,099,314

Net

increase

(decrease)

in

net

assets

resulting

from

operations

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

$3,818,860,492

Franklin

Managed

Trust

Financial

Statements

Statements

of

Changes

in

Net

Assets

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

21

Franklin

Rising

Dividends

Fund

Six

Months

Ended

March

31,

2023

(unaudited)

Year

Ended

September

30,

2022

Increase

(decrease)

in

net

assets:

Operations:

Net

investment

income

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

$142,761,178

$234,433,889

Net

realized

gain

(loss)

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

533,103,999

1,278,547,565

Net

change

in

unrealized

appreciation

(depreciation)

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

3,142,995,315

(4,474,200,147)

Net

increase

(decrease)

in

net

assets

resulting

from

operations

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

3,818,860,492

(2,961,218,693)

Distributions

to

shareholders:

Class

A

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

(740,406,769)

(862,415,074)

Class

C

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

(47,518,919)

(65,094,509)

Class

R

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

(7,451,862)

(8,722,290)

Class

R6

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

(118,650,228)

(131,386,163)

Advisor

Class

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

(171,145,467)

(217,740,560)

Total

distributions

to

shareholders

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

(1,085,173,245)

(1,285,358,596)

Capital

share

transactions:

(Note

2

)

Class

A

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

354,340,304

408,932,122

Class

C

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

(89,639,541)

(252,821,540)

Class

R

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

(1,752,316)

(2,944,288)

Class

R6

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

236,000,024

251,182,110

Advisor

Class

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

61,401,362

(185,058,300)

Total

capital

share

transactions

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

560,349,833

219,290,104

Net

increase

(decrease)

in

net

assets

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

3,294,037,080

(4,027,287,185)

Net

assets:

Beginning

of

period

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

22,363,184,195

26,390,471,380

End

of

period

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

$25,657,221,275

$22,363,184,195

Franklin

Managed

Trust

Notes

to

Financial

Statements

(unaudited)

Franklin

Rising

Dividends

Fund

22

franklintempleton.com

Semiannual

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).

The

Fund

follows

the

accounting

and

reporting

guidance

in

Financial

Accounting

Standards

Board

(FASB)

Accounting

Standards

Codification

Topic

946,

Financial

Services

–

Investment

Companies

(ASC

946)

and

applies

the

specialized

accounting

and

reporting

guidance

in

U.S.

Generally

Accepted

Accounting

Principles

(U.S.

GAAP),

including,

but

not

limited

to,

ASC

946.

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,

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

Franklin

Managed

Trust

Notes

to

Financial

Statements

(unaudited)

23

franklintempleton.com

Semiannual

Report

Franklin

Rising

Dividends

Fund

(continued)

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.

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

March

31,

2023,

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

1.

Organization

and

Significant

Accounting

Policies

(continued)

a.

Financial

Instrument

Valuation 

(continued)

Franklin

Managed

Trust

Notes

to

Financial

Statements

(unaudited)

24

franklintempleton.com

Semiannual

Report

Franklin

Rising

Dividends

Fund

(continued)

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.

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

March

31,

2023,

there

were

an

unlimited

number

of

shares

authorized

(without

par

value).

Transactions

in

the

Fund’s

shares

were

as

follows:

Six

Months

Ended

March

31,

2023

Year

Ended

September

30,

2022

Shares

Amount

Shares

Amount

Class

A

Shares:

Shares

sold

a

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

8,845,839

$738,390,932

18,630,207

$1,658,932,004

Shares

issued

in

reinvestment

of

distributions

..........

8,604,419

714,382,512

9,150,147

831,628,185

Shares

redeemed

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

(13,175,200)

(1,098,433,140)

(23,562,915)

(2,081,628,067)

Net

increase

(decrease)

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

4,275,058

$354,340,304

4,217,439

$408,932,122

Class

C

Shares:

Shares

sold

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

824,844

$67,369,310

2,021,931

$178,618,796

Shares

issued

in

reinvestment

of

distributions

..........

572,955

46,638,931

714,764

63,928,697

Shares

redeemed

a

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

(2,497,240)

(203,647,782)

(5,699,803)

(495,369,033)

Net

increase

(decrease)

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

(1,099,441)

$(89,639,541)

(2,963,108)

$(252,821,540)

Class

R

Shares:

Shares

sold

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

153,550

$12,723,630

343,033

$30,389,816

Shares

issued

in

reinvestment

of

distributions

..........

89,695

7,425,649

95,556

8,669,094

Shares

redeemed

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

(263,250)

(21,901,595)

(473,923)

(42,003,198)

Net

increase

(decrease)

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

(20,005)

$(1,752,316)

(35,334)

$(2,944,288)

1.

Organization

and

Significant

Accounting

Policies

(continued)

d.

Security

Transactions,

Investment

Income,

Expenses

and

Distributions

(continued)

Franklin

Managed

Trust

Notes

to

Financial

Statements

(unaudited)

25

franklintempleton.com

Semiannual

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

period

ended

March

31,

2023,

the

annualized

gross

effective

investment

management

fee

rate

was 0.492%

of

the

Fund’s

average daily

net

assets. 

Six

Months

Ended

March

31,

2023

Year

Ended

September

30,

2022

Shares

Amount

Shares

Amount

Class

R6

Shares:

Shares

sold

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

4,447,989

$370,272,958

6,811,029

$601,129,144

Shares

issued

in

reinvestment

of

distributions

..........

1,360,810

112,708,803

1,373,825

124,421,292

Shares

redeemed

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

(2,959,813)

(246,981,737)

(5,360,115)

(474,368,326)

Net

increase

(decrease)

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

2,848,986

$236,000,024

2,824,739

$251,182,110

Advisor

Class

Shares:

Shares

sold

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

3,820,111

$319,088,174

7,949,421

$696,808,743

Shares

issued

in

reinvestment

of

distributions

..........

1,921,519

159,225,107

2,229,003

202,179,768

Shares

redeemed

in-kind

(Note

3h)

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

—

—

(3,491,688)

(281,953,790)

Shares

redeemed

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

(5,005,031)

(416,911,919)

(9,162,218)

(802,093,021)

Net

increase

(decrease)

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

736,599

$61,401,362

(2,475,482)

$(185,058,300)

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

(unaudited)

26

franklintempleton.com

Semiannual

Report

Franklin

Rising

Dividends

Fund

(continued)

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:

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

period

:

e.

Transfer

Agent

Fees

Each

class

of

shares pays

transfer

agent

fees

to

Investor

Services

for

its

performance

of

shareholder

servicing

obligations.

Effective

October

1,

2022,

the

fees

are

based

on

an

annualized

asset

based

fee

of

0.016%

plus

a

reduced

transaction

based

fee.

Prior

to

October

1,

2022,

the

fees

were

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

period

ended

March

31,

2023,

the

Fund

paid

transfer

agent

fees

of

$10,784,145,

of

which

$3,400,258

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

Class

A

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

0.25%

Class

C

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

1.00%

Class

R

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

0.50%

Sales

charges

retained

net

of

commissions

paid

to

unaffiliated

brokers/dealers

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

$827,519

CDSC

retained

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

$59,527

3.

Transactions

with

Affiliates

(continued)

Franklin

Managed

Trust

Notes

to

Financial

Statements

(unaudited)

27

franklintempleton.com

Semiannual

Report

Franklin

Rising

Dividends

Fund

(continued)

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

period

ended

March

31,

2023,

the

Fund

held

investments

in

affiliated

management

investment

companies

as

follows:

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,

2024.

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

period

ended

March

31,

2023,

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.

At

March

31,

2023,

the

cost

of

investments

and

net

unrealized

appreciation

(depreciation)

for

income

tax

purposes

were

as

follows:

    aa

Value

at

Beginning

of

Period

Purchases

Sales

Realized

Gain

(Loss)

Net

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

End

of

Period

Number

of

Shares

Held

at

End

of

Period

Investment

Income

a      

a  

a  

a  

a  

a  

a  

a  

Franklin

Rising

Dividends

Fund

Non-Controlled

Affiliates

Dividends

Institutional

Fiduciary

Trust

-

Money

Market

Portfolio,

4.371%

$

643,587,163

$

838,341,035

$

(487,199,754)

$

—

$

—

$

994,728,444

994,728,444

$

12,675,289

Total

Affiliated

Securities

...

$643,587,163

$838,341,035

$(487,199,754)

$—

$—

$994,728,444

$12,675,289

Cost

of

investments

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

$10,864,619,813

Unrealized

appreciation

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

$14,933,609,801

Unrealized

depreciation

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

(121,701,081)

Net

unrealized

appreciation

(depreciation)

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

$14,811,908,720

3.

Transactions

with

Affiliates

(continued)

f.

Investments

in

Affiliated

Management

Investment

Companies

(continued)

Franklin

Managed

Trust

Notes

to

Financial

Statements

(unaudited)

28

franklintempleton.com

Semiannual

Report

Franklin

Rising

Dividends

Fund

(continued)

Differences

between

income

and/or

capital

gains

as

determined

on

a

book

basis

and

a

tax

basis

are

primarily

due

to

differing

treatment

of

corporate

actions.

6.

Investment

Transactions

Purchases

and

sales

of

investments

(excluding

short

term

securities) for

the

period

ended

March

31,

2023,

aggregated

$153,911,164 

and

$877,302,692,

respectively. 

7.

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

2,

2024.

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

period

ended

March

31,

2023,

the Fund

did

not

use

the

Global

Credit

Facility.

8.

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.)

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

March

31,

2023,

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.

9.

New

Accounting

Pronouncements

In June

2022,

the

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

has

reviewed

the

requirements

and

believes

that

the

adoption

of

the

ASU

will

not

have

a

material

impact

on

the

financial

statements.

5.

Income

Taxes

(continued)

Franklin

Managed

Trust

Notes

to

Financial

Statements

(unaudited)

29

franklintempleton.com

Semiannual

Report

Franklin

Rising

Dividends

Fund

(continued)

10.

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.

Franklin

Managed

Trust

Shareholder

Information

30

franklintempleton.com

Semiannual

Report

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

S

05/23

©

2023

Franklin

Templeton

Investments.

All

rights

reserved.

Authorized

for

distribution

only

when

accompanied

or

preceded

by

a

summary

prospectus

and/or

prospectus.

Investors

should

carefully

consider

a

fund’s

investment

goals,

risks,

charges

and

expenses

before

investing.

A

prospectus

contains

this

and

other

information;

please

read

it

carefully

before

investing.

To

help

ensure

we

provide

you

with

quality

service,

all

calls

to

and

from

our

service

areas

are

monitored

and/or

recorded.

Semiannual

Report

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.

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

codeofethics

(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

section302

(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

section906

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  May 30, 2023

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  May 30, 2023

By S\CHRISTOPHER KINGS______________________

      Christopher Kings

      Chief Financial Officer, Chief Accounting Officer and Treasurer

Date  May 30, 2023