UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-04149 --------- FRANKLIN TAX-FREE TRUST ----------------------- (Exact name of registrant as specified in charter) ONE FRANKLIN PARKWAY, SAN MATEO, CA 94403-1906 ----------------------------------------------- (Address of principal executive offices) (Zip code) CRAIG S. TYLE, ONE FRANKLIN PARKWAY, SAN MATEO, CA 94403-1906 ------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: 650 312-2000 ------------ Date of fiscal year end: 2/28 ---- Date of reporting period: 2/28/09 ------- ITEM 1. REPORTS TO STOCKHOLDERS. FEBRUARY 28, 2009 ANNUAL REPORT AND SHAREHOLDER LETTER Franklin Insured Tax-Free Income Fund Franklin Massachusetts Tax-Free Income Fund (formerly, Franklin Massachusetts Insured Tax-Free Income Fund) Franklin Michigan Tax-Free Income Fund (formerly, Franklin Michigan Insured Tax-Free Income Fund) Franklin Minnesota Tax-Free Income Fund (formerly, Franklin Minnesota Insured Tax-Free Income Fund) Franklin Ohio Tax-Free Income Fund (formerly, Franklin Ohio Insured Tax-Free Income Fund) SIGN UP FOR EDELIVERY Log onto franklintempleton.com and click "My Profile" (GRAPHIC) TAX-FREE INCOME FRANKLIN TAX-FREE TRUST (FRANKLIN TEMPLETON INVESTMENTS(R) LOGO) FRANKLIN - Templeton - Mutual Series Franklin Templeton Investments GAIN FROM OUR PERSPECTIVE(R) Franklin Templeton's distinct multi-manager structure combines the specialized expertise of three world-class investment management groups-- Franklin, Templeton and Mutual Series. SPECIALIZED EXPERTISE Each of our portfolio management groups operates autonomously, relying on its own research and staying true to the unique investment disciplines that underlie its success. FRANKLIN. Founded in 1947, Franklin is a recognized leader in fixed income investing and also brings expertise in growth- and value-style U.S. equity investing. TEMPLETON. Founded in 1940, Templeton pioneered international investing and, in 1954, launched what has become the industry's oldest global fund. Today, with offices in over 25 countries, Templeton offers investors a truly global perspective. MUTUAL SERIES. Founded in 1949, Mutual Series is dedicated to a unique style of value investing, searching aggressively for opportunity among what it believes are undervalued stocks, as well as arbitrage situations and distressed securities. TRUE DIVERSIFICATION Because our management groups work independently and adhere to different investment approaches, Franklin, Templeton and Mutual Series funds typically have distinct portfolios. That's why our funds can be used to build truly diversified allocation plans covering every major asset class. RELIABILITY YOU CAN TRUST At Franklin Templeton Investments, we seek to consistently provide investors with exceptional risk-adjusted returns over the long term, as well as the reliable, accurate and personal service that has helped us become one of the most trusted names in financial services. MUTUAL FUNDS | RETIREMENT PLANS | 529 COLLEGE SAVINGS PLANS | SEPARATE ACCOUNTS (GRAPHIC) Not part of the annual report Contents SHAREHOLDER LETTER ........................................ 1 ANNUAL REPORT Municipal Bond Market Overview ............................ 4 Investment Strategy and Manager's Discussion .............. 6 Franklin Insured Tax-Free Income Fund ..................... 7 Franklin Massachusetts Tax-Free Income Fund ............... 17 Franklin Michigan Tax-Free Income Fund .................... 26 Franklin Minnesota Tax-Free Income Fund ................... 38 Franklin Ohio Tax-Free Income Fund ........................ 47 Financial Highlights and Statements of Investments ........ 58 Financial Statements ...................................... 119 Notes to Financial Statements ............................. 128 Report of Independent Registered Public Accounting Firm ... 142 Tax Designation ........................................... 143 Board Members and Officers ................................ 144 Shareholder Information ................................... 149 Shareholder Letter Dear Shareholder: The 12-month period ended February 28, 2009, was an extraordinary and stressful time for investors and those of us who have worked in financial markets for many years. During this turbulent period, the U.S. recession deepened, credit markets froze and housing prices plummeted. Most stocks and bonds suffered major losses as investors worried about an uncertain future. With a new president, Barack Obama, the country and the financial markets were eager to see how effectively the government could address these problems. Although this environment is bound to provoke great concern, we think it is important to put short-term market developments in perspective. Keep in mind that as daunting as current conditions may be, we have navigated through other periods of high market volatility and remain committed to our long-term perspective and disciplined investment philosophy. With the economy officially in recession since December 2007, economic growth contracted during the 12-month reporting period. The national housing market continued its severe correction with drops in housing starts and prices. The Conference Board's Consumer Confidence Index dropped to the lowest level since it began in 1967. The unemployment rate rose from 4.8% to 8.1% over the 12-month period.(1) In response to these economic conditions, the Federal Open Market Committee lowered the federal funds target rate from 3.00% at the beginning of the period to a range of 0% to 0.25% by period-end. The Federal Reserve Board's (Fed's) current challenge is to soften the effects of the economic recession, reduce deflation risks and maintain a healthy financial system to restart lending throughout the economy. At period-end, the Fed did not seem to regard inflation as an immediate threat. The Fed and the U.S. Treasury also continued to take steps they thought were necessary to preserve the integrity of U.S. and global financial markets. (1.) Source: Bureau of Labor Statistics. NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE Not part of the annual report | 1 It was the freezing of credit and financial markets in the U.S. and the rest of the world that was the dominant -- and still developing -- story. Despite various attempts by the Fed and the Treasury Department to inject liquidity into the system and "rescue" such companies as Bear Stearns, Fannie Mae, Freddie Mac, Merrill Lynch and American International Group, fears and concerns about the health of our major financial institutions created a crisis on Wall Street that we believe has not been seen since the 1930s. These fears intensified when Lehman Brothers filed for bankruptcy in September 2008. In early October the Senate and House approved a modified troubled asset relief plan, or TARP, providing aid for financial institutions. As the crisis of confidence and credit freeze spread around the world, many other countries and central banks took measures to promote liquidity and help financial institutions within their own borders. The U.S. government took additional steps to prevent a worsening of the economic situation, including the provision of loans to General Motors and Chrysler, which allowed them to develop restructuring plans and avoid bankruptcy in the near term. Largely in reaction to financial market upheaval, the 10-year Treasury yield experienced considerable volatility and declined from 3.53% to 3.02% over the period, reflecting a "flight to quality" by investors the world over. On February 17, 2009, President Obama signed into law a $787 billion stimulus plan known as the American Recovery and Reinvestment Act of 2009, which, at the least, is expected by many to cushion the effects of the ongoing recession for taxpayers, consumers, businesses, and state and local governments. At most, others expect the Act will end the recession and promote renewed growth. Almost every major market experienced unusually volatile performance during the reporting period. The municipal bond market, as measured by the Barclays Capital (BC; formerly, Lehman Brothers) Municipal Bond Index, lost value in the second half of 2008 but rebounded in 2009. The index returned +5.18% for the 12-month review period.(2) Long-term municipal bonds, which generally make up the majority of our portfolios, had a -0.61% return for the same period.(3) We believe it is especially important during difficult times to keep a clear head and long-term outlook and to consult with your financial advisor. Your financial advisor can review your portfolio and help you reassess your needs, goals and (2.) Source: (C) 2009 Morningstar. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. All bonds included have a minimum credit rating of at least Baa3/BBB-. They must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be dated after 12/31/90, and must be at least one year from their maturity date. Remarketed issues, taxable municipal bonds, bonds with floating rates and derivatives are excluded from the index. The index has four main bond sectors: general obligation, revenue, insured and prerefunded. (3.) Source: (C) 2009 Morningstar. The BC Municipal Long Bond Index is the long (22+ years) component of the BC Municipal Bond Index. 2 | Not part of the annual report risk tolerance. Investors with discipline and a sound investment plan may find favorable long-term opportunities when markets decline. In the enclosed annual report for Franklin Tax-Free Trust, the portfolio managers discuss municipal bond market conditions, investment decisions and Fund performance during the period. You can also find other performance data and financial information. Please remember that all securities markets fluctuate, as do mutual fund share prices. Municipal bonds provide tax-free income and diversification from equities. Despite periods of volatility, municipal bonds have a solid long-term record of performance, driven mostly by their income component. Please check our website at franklintempleton.com for special portfolio manager commentary during this period of uncertainty. Although market conditions are constantly changing, we remain committed to our disciplined strategy as we manage the Funds, keeping in mind the trust you have placed in us. We appreciate your confidence and encourage you to contact us when you have questions about your Franklin Templeton tax-free investment. Sincerely, /s/ Charles B. Johnson - ------------------------------------ Charles B. Johnson Chairman Franklin Tax-Free Trust /s/ Sheila Amoroso - ------------------------------------ Sheila Amoroso /s/ Rafael R. Costas Jr. - ------------------------------------ Rafael R. Costas Jr. Senior Vice Presidents and Co-Directors Franklin Municipal Bond Department THIS LETTER REFLECTS OUR ANALYSIS AND OPINIONS AS OF FEBRUARY 28, 2009. 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. Not part of the annual report | 3 Annual Report Municipal Bond Market Overview The year ended February 28, 2009, was highly unusual for the municipal bond market. Municipal bonds provide investors with tax-free income and historically have been a relatively stable, low-volatility investment. Municipal bond funds have also provided portfolio diversification, helping offset the volatility of higher risk asset classes, such as equities and many other fixed income securities. For the 12-month period ended February 28, 2009, the Barclays Capital (BC; formerly, Lehman Brothers) Municipal Bond Index had a +5.18% total return compared with the +5.91% return of the BC U.S. Treasury Index.(1) However, the year under review certainly could not be described as stable or low volatility for the municipal bond market. The municipal bond market's problems started with the collapse of a few leveraged hedge funds, whose strategy was mainly focused on leveraging exposure to subprime mortgage-related collateralized debt obligations (CDOs). The damaging effects from such subprime-related exposure rapidly spread to other markets. The falling prices of the CDOs, due to illiquidity and increased expectations for mortgage defaults, led credit rating agencies to downgrade financial guaranty companies early in 2008. In 2008, the four major municipal insurers, AMBAC, MBIA, FGIC and FSA had been insuring nearly half of new-issue municipal bonds and had maintained AAA ratings for many years. Although historically they had been very good risk managers, during 2008 these insurers were downgraded below AAA. The downgrades initially did not concern us because many of the issuers that used insurance were of high quality, and investment-grade municipal bonds had a historical default rate of less than 1%.(2) However, the downgrades shocked the market and caused problems for hedge funds and other leveraged market (1.) Source: (C) 2009 Morningstar. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. All bonds included have a minimum credit rating of at least Baa3/BBB-. They must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be dated after 12/31/90, and must be at least one year from their maturity date. Remarketed issues, taxable municipal bonds, bonds with floating rates and derivatives are excluded from the index. The index has four main bond sectors: general obligation, revenue, insured and prerefunded. The BC U.S. Treasury Index includes public obligations of the U.S. Treasury with a remaining maturity of one year or more. All issues must have at least one year to final maturity regardless of call features, have at least $250 million par amount outstanding and be rated investment grade (Baa3 or better). They must also be dollar denominated, nonconvertible and publicly issued. (2.) Source: Standard & Poor's, "U.S. Municipal Ratings Transitions and Defaults, 1986-2009," RATINGSDIRECT, 3/11/09. 4 | Annual Report participants. As insured bonds declined in value during 2008, many hedge funds that had built up large municipal bond positions were forced to sell their insured bonds. This resulted in a significant supply/demand imbalance, and the value of insured bonds continued to plummet. Historically, insured bonds traded at higher prices than uninsured bonds; however, the value of insurance eroded considerably. At the same time, the auction rate securities market collapsed. Although traditional, non-leveraged mutual funds, retail buyers and property-and-casualty companies continued to support the market, the selling was overwhelming and caused some of the municipal bond market's worst performance in its history. The municipal bond market stabilized through the spring and summer of 2008. Unfortunately, during this time the credit crisis started to spread across the globe and no market was spared, except for Treasuries. Market psychology turned bearish as the credit crunch took hold. Access to credit was effectively shut down for close to a month, which spurred the Treasury and Federal Reserve Board to devise plans to ease the credit crisis. September and October brought trends similar to those early in the period. The municipal bond market had even fewer buyers, mostly plain vanilla mutual funds and individual investors. Once again, selling by hedge funds and leveraged investors meeting redemptions was overwhelming and caused steep price declines. The leveraged participants had used a strategy focused on long-maturity bonds, and as they sold these positions, the long end of the yield curve was most adversely affected. Interest rates continued to climb higher toward the end of 2008 as demand waned. So far, early 2009 appeared more positive. The forced selling by hedge funds and leveraged funds subsided, and positive cash flows once again characterized the market. Helping the municipal bond market were bond coupon payments at the beginning of 2009, a small new-issue calendar, and news that municipal issuers will benefit from the federal government's stimulus package, although we still expect volatility in the near term. During the reporting period, we had the opportunity to purchase bonds at higher yields than were available in many years, which supported our Funds' dividend distributions. At period-end, we continued to be active in the market and felt that municipal bonds at current yields represented an attractive long-term opportunity. On February 28, 2009, yields for 10- and 30-year high-grade municipal bonds continued to exceed comparable Treasury yields, which is highly unusual. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS AND OPINIONS AS OF FEBRUARY 28, 2009. 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. Annual Report | 5 Investment Strategy and Manager's Discussion We use a consistent, disciplined strategy to maximize income for our shareholders by seeking to maintain our exposure to higher coupon securities. We generally employ a buy-and-hold approach and invest in securities that we believe should provide the most relative value in the market. As we invest throughout different interest rate environments, each Fund's portfolio becomes well diversified with a broad range of securities. This broad diversification may help mitigate interest rate risk. We do not use leverage or exotic derivatives, nor do we use hedging techniques that could add volatility and contribute to underperformance in adverse markets. We generally stay fully invested to maximize income distribution. The mixture of our value-oriented philosophy of investing primarily for income and a positive sloping municipal yield curve favored the use of longer-term bonds. Consequently, we sought to purchase bonds from 15 to 30 years in maturity with good call features. We intend to maintain our conservative, buy-and-hold investment strategy as we attempt to provide shareholders with high, current, tax-free income. We invite you to read your Fund report for more detailed performance and portfolio information. Thank you for your participation in Franklin Tax-Free Trust. We look forward to serving your future investment needs. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF FEBRUARY 28, 2009, 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 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. 6 | Annual Report Franklin Insured Tax-Free Income Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin Insured Tax-Free Income Fund seeks to provide as high a level of income exempt from federal income tax as is consistent with prudent investment management and preservation of capital by investing at least 80% of its total assets in securities that pay interest free from such tax.(1) The Fund invests primarily in insured municipal securities.(2) CREDIT QUALITY BREAKDOWN* Franklin Insured Tax-Free Income Fund 2/28/09 % OF TOTAL RATINGS LONG-TERM INVESTMENTS** - ------- ----------------------- AAA 27.6% AA 38.5% A 13.8% BBB 2.2% Below Investment Grade 0.3% Not Rated by S&P 17.6% * Standard & Poor's (S&P) is the primary independent rating agency; Moody's is the secondary rating agency. Securities not rated by an independent rating agency are assigned comparable internal ratings. Ratings for securities not rated by S&P are in the table below. ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa -- 0.3% AA or Aa 6.2% -- A 6.5% 0.2% BBB or Baa 3.4% 1.0% ---- --- Total 16.1% 1.5% This annual report for Franklin Insured Tax-Free Income Fund covers the fiscal year ended February 28, 2009. (1.) Dividends are generally subject to state and local taxes, if any. For investors subject to alternative minimum tax, a small portion of Fund dividends may be taxable. Distributions of capital gains are generally taxable. To avoid imposition of 28% backup withholding on all Fund distributions and redemption proceeds, U.S. investors must be properly certified on Form W-9 and non-U.S. investors on Form W-8BEN. (2.) Fund shares are not insured by any U.S. or other government agency. They are subject to market risks and will fluctuate in value. THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S STATEMENT OF INVESTMENTS (SOI). THE SOI BEGINS ON PAGE 62. Annual Report | 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. PLEASE VISIT franklintempleton.com OR CALL (800) 342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. DIVIDEND DISTRIBUTIONS* Franklin Insured Tax-Free Income Fund DIVIDEND PER SHARE ------------------------------------------------------ MONTH CLASS A CLASS B CLASS C ADVISOR CLASS** - ----- ---------- ---------- ---------- --------------- March 2008 4.28 cents 3.70 cents 3.70 cents -- April 2008 4.28 cents 3.70 cents 3.70 cents -- May 2008 4.28 cents 3.70 cents 3.70 cents -- June 2008 4.28 cents 3.73 cents 3.73 cents -- July 2008 4.28 cents 3.73 cents 3.73 cents 2.82 cents August 2008 4.28 cents 3.73 cents 3.73 cents 4.38 cents September 2008 4.28 cents 3.75 cents 3.74 cents 4.37 cents October 2008 4.28 cents 3.75 cents 3.74 cents 4.37 cents November 2008 4.28 cents 3.75 cents 3.74 cents 4.37 cents December 2008 4.35 cents 3.88 cents 3.86 cents 4.44 cents January 2009 4.35 cents 3.88 cents 3.86 cents 4.44 cents February 2009 4.35 cents 3.88 cents 3.86 cents 4.44 cents * Assumes shares were purchased and held for the entire accrual period, which differs from the calendar month. Since dividends accrue daily, your actual distributions will vary depending on the date you purchased your shares and any account activity. All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. ** Effective 7/1/08, the Fund began offering Advisor Class shares. See the prospectus for details. PERFORMANCE OVERVIEW The Fund's Class A share price, as measured by net asset value, decreased from $11.48 on February 29, 2008, to $11.20 on February 28, 2009. The Fund's Class A shares paid dividends totaling 51.38 cents per share for the same period.(3) The Performance Summary beginning on page 10 shows that at the end of this reporting period the Fund's Class A shares' distribution rate was 4.51% based on an annualization of the current 4.40 cent per share dividend and the maximum offering price of $11.70 on February 28, 2009. An investor in the 2009 maximum federal income tax bracket of 35.00% would need to earn a distribution rate of 6.94% from a taxable investment to match the Fund's Class A tax-free distribution rate. For the Fund's Class B, C and Advisor shares' performance, please see the Performance Summary. (3.) All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. 8 | Annual Report MANAGER'S DISCUSSION We used various investment strategies during the 12 months under review as we sought to maximize tax-free income for shareholders. Please read the discussion on page 6 for details. Thank you for your continued participation in Franklin Insured Tax-Free Income Fund. We intend to maintain our conservative, buy-and-hold investment strategy as we attempt to provide shareholders with high, current, tax-free income. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF FEBRUARY 28, 2009, 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, STATE, 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. PORTFOLIO BREAKDOWN Franklin Insured Tax-Free Income Fund 2/28/09 % OF TOTAL LONG-TERM INVESTMENTS* ---------------------- Utilities 18.5% Hospital & Health Care 17.7% Prerefunded 16.8% Subject to Government Appropriations 12.2% General Obligation 9.3% Transportation 8.9% Higher Education 6.6% Other Revenue 4.8% Tax-Supported 4.6% Housing 0.6% * Does not include short-term investments and other net assets. Annual Report | 9 Performance Summary as of 2/28/09 FRANKLIN INSURED TAX-FREE INCOME FUND 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. The performance table and graphs do not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund's dividends and capital gain distributions, if any, and any unrealized gains or losses. PRICE AND DISTRIBUTION INFORMATION CLASS A (SYMBOL: FTFIX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.28 $11.20 $11.48 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.5138 CLASS B (SYMBOL: FBITX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.27 $11.26 $11.53 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.4504 CLASS C (SYMBOL: FRITX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.28 $11.31 $11.59 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.4495 ADVISOR CLASS (SYMBOL: N/A) CHANGE 2/28/09 7/1/08 - --------------------------- ------ ------- ------ Net Asset Value (NAV) -$0.66 $11.20 $11.86 DISTRIBUTIONS (7/1/08-2/28/09) Dividend Income $0.3479 10 | Annual Report Performance Summary (CONTINUED) PERFORMANCE CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURNS INCLUDE MAXIMUM SALES CHARGES. CLASS A: 4.25% MAXIMUM INITIAL SALES CHARGE; CLASS B: CONTINGENT DEFERRED SALES CHARGE (CDSC) DECLINING FROM 4% TO 1% OVER SIX YEARS, AND ELIMINATED THEREAFTER; CLASS C: 1% CDSC IN FIRST YEAR ONLY; ADVISOR CLASS: NO SALES CHARGES. CLASS A 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------- ------- Cumulative Total Return(1) +2.04% +10.71% +45.89% Average Annual Total Return(2) -2.30% +1.17% +3.40% Avg. Ann. Total Return (3/31/09)(3) -5.16% +1.32% +3.41% Distribution Rate(4) 4.51% Taxable Equivalent Distribution Rate(5) 6.94% 30-Day Standardized Yield(6) 4.00% Taxable Equivalent Yield(5) 6.15% Total Annual Operating expenses(7) 0.64% INCEPTION CLASS B 1-YEAR 5-YEAR (2/1/00) - ------- ------ ------ --------- Cumulative Total Return(1) +1.56% +7.75% +46.71% Average Annual Total Return(2) -2.34% +1.17% +4.31% Avg. Ann. Total Return (3/31/09)(3) -5.24% +1.30% +4.32% Distribution Rate(4) 4.15% Taxable Equivalent Distribution Rate(5) 6.38% 30-Day Standardized Yield(6) 3.62% Taxable Equivalent Yield(5) 5.57% Total Annual Operating expenses(7) 1.19% CLASS C 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------- Cumulative Total Return(1) +1.46% +7.70% +38.11% Average Annual Total Return(2) +0.48% +1.49% +3.28% Avg. Ann. Total Return (3/31/09)(3) -2.40% +1.65% +3.29% Distribution Rate(4) 4.13% Taxable Equivalent Distribution Rate(5) 6.35% 30-Day Standardized Yield(6) 3.64% Taxable Equivalent Yield(5) 5.60% Total Annual Operating expenses(7) 1.19% ADVISOR CLASS(8) 1-YEAR 5-YEAR 10-YEAR - ---------------- ------ ------ ------- Cumulative Total Return(1) +2.11% +10.78% +45.98% Average Annual Total Return(2) +2.11% +2.07% +3.86% Avg. Ann. Total Return (3/31/09)(3) -0.92% +2.21% +3.86% Distribution Rate(4) 4.81% Taxable Equivalent Distribution Rate(5) 7.40% 30-Day Standardized Yield(6) 4.29% Taxable Equivalent Yield(5) 6.60% Total Annual Operating expenses(7) 0.54% 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, SEE "FUNDS AND PERFORMANCE" AT franklintempleton.com OR CALL (800) 342-5236. Annual Report | 11 Performance Summary (CONTINUED) TOTAL RETURN INDEX COMPARISON FOR A HYPOTHETICAL $10,000 INVESTMENT Total return represents the change in value of an investment over the periods shown. It includes any current, applicable, maximum sales charge, Fund expenses, account fees and reinvested distributions. The unmanaged index includes reinvestment of any income or distributions. It differs from the Fund in composition and does not pay management fees or expenses. One cannot invest directly in an index. AVERAGE ANNUAL TOTAL RETURN CLASS A 2/28/09 - ------- ------- 1-Year -2.30% 5-Year +1.17% 10-Year +3.40% (PERFORMANCE GRAPH) FRANKLIN INSURED BARCLAYS TAX-FREE CAPITAL INCOME FUND - MUNICIPAL DATE CLASS A BOND INDEX CPI ---- ------------- ---------- ------- 3/1/1999 $ 9,578 $10,000 $10,000 3/31/1999 $ 9,602 $10,014 $10,030 4/30/1999 $ 9,619 $10,039 $10,103 5/31/1999 $ 9,572 $ 9,981 $10,103 6/30/1999 $ 9,447 $ 9,837 $10,103 7/31/1999 $ 9,463 $ 9,873 $10,134 8/31/1999 $ 9,343 $ 9,794 $10,158 9/30/1999 $ 9,327 $ 9,798 $10,207 10/31/1999 $ 9,199 $ 9,692 $10,225 11/30/1999 $ 9,288 $ 9,795 $10,231 12/31/1999 $ 9,199 $ 9,722 $10,231 1/31/2000 $ 9,142 $ 9,679 $10,261 2/29/2000 $ 9,266 $ 9,792 $10,322 3/31/2000 $ 9,489 $10,006 $10,407 4/30/2000 $ 9,431 $ 9,947 $10,413 5/31/2000 $ 9,366 $ 9,895 $10,426 6/30/2000 $ 9,609 $10,157 $10,480 7/31/2000 $ 9,760 $10,299 $10,505 8/31/2000 $ 9,905 $10,457 $10,505 9/30/2000 $ 9,837 $10,403 $10,559 10/31/2000 $ 9,949 $10,516 $10,578 11/30/2000 $10,035 $10,596 $10,584 12/31/2000 $10,310 $10,858 $10,578 1/31/2001 $10,371 $10,965 $10,644 2/28/2001 $10,406 $11,000 $10,687 3/31/2001 $10,484 $11,099 $10,711 4/30/2001 $10,361 $10,978 $10,754 5/31/2001 $10,467 $11,097 $10,802 6/30/2001 $10,554 $11,171 $10,821 7/31/2001 $10,705 $11,336 $10,790 8/31/2001 $10,865 $11,523 $10,790 9/30/2001 $10,820 $11,484 $10,839 10/31/2001 $10,945 $11,621 $10,802 11/30/2001 $10,882 $11,523 $10,784 12/31/2001 $10,782 $11,414 $10,742 1/31/2002 $10,943 $11,612 $10,766 2/28/2002 $11,070 $11,752 $10,809 3/31/2002 $10,876 $11,522 $10,869 4/30/2002 $11,049 $11,747 $10,930 5/31/2002 $11,102 $11,818 $10,930 6/30/2002 $11,202 $11,943 $10,936 7/31/2002 $11,330 $12,097 $10,948 8/31/2002 $11,440 $12,242 $10,985 9/30/2002 $11,691 $12,510 $11,003 10/31/2002 $11,511 $12,303 $11,021 11/30/2002 $11,490 $12,252 $11,021 12/31/2002 $11,715 $12,510 $10,997 1/31/2003 $11,694 $12,479 $11,046 2/28/2003 $11,835 $12,653 $11,131 3/31/2003 $11,871 $12,661 $11,198 4/30/2003 $11,974 $12,744 $11,173 5/31/2003 $12,261 $13,043 $11,155 6/30/2003 $12,228 $12,987 $11,167 7/31/2003 $11,766 $12,533 $11,179 8/31/2003 $11,859 $12,626 $11,222 9/30/2003 $12,169 $12,997 $11,258 10/31/2003 $12,126 $12,932 $11,246 11/30/2003 $12,260 $13,067 $11,216 12/31/2003 $12,354 $13,175 $11,204 1/31/2004 $12,439 $13,250 $11,258 2/29/2004 $12,624 $13,450 $11,319 3/31/2004 $12,580 $13,403 $11,392 4/30/2004 $12,274 $13,086 $11,429 5/31/2004 $12,220 $13,038 $11,495 6/30/2004 $12,246 $13,086 $11,532 7/31/2004 $12,394 $13,258 $11,514 8/31/2004 $12,614 $13,524 $11,520 9/30/2004 $12,681 $13,595 $11,544 10/31/2004 $12,800 $13,712 $11,605 11/30/2004 $12,693 $13,599 $11,611 12/31/2004 $12,864 $13,765 $11,568 1/31/2005 $13,016 $13,894 $11,593 2/28/2005 $12,991 $13,848 $11,660 3/31/2005 $12,923 $13,760 $11,751 4/30/2005 $13,107 $13,977 $11,830 5/31/2005 $13,197 $14,076 $11,818 6/30/2005 $13,266 $14,163 $11,824 7/31/2005 $13,229 $14,099 $11,878 8/31/2005 $13,331 $14,242 $11,939 9/30/2005 $13,250 $14,146 $12,085 10/31/2005 $13,191 $14,060 $12,109 11/30/2005 $13,250 $14,127 $12,012 12/31/2005 $13,352 $14,249 $11,964 1/31/2006 $13,367 $14,287 $12,055 2/28/2006 $13,470 $14,383 $12,079 3/31/2006 $13,398 $14,284 $12,146 4/30/2006 $13,402 $14,279 $12,249 5/31/2006 $13,440 $14,343 $12,310 6/30/2006 $13,390 $14,289 $12,334 7/31/2006 $13,528 $14,459 $12,371 8/31/2006 $13,689 $14,673 $12,395 9/30/2006 $13,783 $14,775 $12,334 10/31/2006 $13,867 $14,868 $12,267 11/30/2006 $13,984 $14,992 $12,249 12/31/2006 $13,943 $14,939 $12,267 1/31/2007 $13,913 $14,901 $12,305 2/28/2007 $14,076 $15,097 $12,371 3/31/2007 $14,034 $15,060 $12,483 4/30/2007 $14,073 $15,104 $12,564 5/31/2007 $14,031 $15,038 $12,641 6/30/2007 $13,979 $14,960 $12,666 7/31/2007 $14,076 $15,076 $12,663 8/31/2007 $14,011 $15,011 $12,639 9/30/2007 $14,202 $15,233 $12,674 10/31/2007 $14,265 $15,301 $12,701 11/30/2007 $14,340 $15,398 $12,777 12/31/2007 $14,391 $15,441 $12,768 1/31/2008 $14,418 $15,636 $12,832 2/29/2008 $13,695 $14,920 $12,869 3/31/2008 $14,163 $15,346 $12,980 4/30/2008 $14,418 $15,526 $13,059 5/31/2008 $14,517 $15,620 $13,169 6/30/2008 $14,303 $15,443 $13,302 7/31/2008 $14,282 $15,502 $13,372 8/31/2008 $14,383 $15,683 $13,318 9/30/2008 $13,568 $14,948 $13,300 10/31/2008 $13,501 $14,795 $13,166 11/30/2008 $13,270 $14,842 $12,913 12/31/2008 $13,521 $15,059 $12,780 1/31/2009 $13,798 $15,610 $12,835 2/28/2009 $13,973 $15,692 $12,899 Total Returns 39.73% 56.92% 28.99% AVERAGE ANNUAL TOTAL RETURN CLASS B 2/28/09 - ------------------------ ------- 1-Year -2.34% 5-Year +1.17% Since Inception (2/1/00) +4.31% (PERFORMANCE GRAPH) FRANKLIN INSURED BARCLAYS TAX-FREE CAPITAL INCOME FUND - MUNICIPAL DATE CLASS B BOND INDEX CPI ---- ------------- ---------- ------- 2/1/2000 $10,000 $10,000 $10,000 2/29/2000 $10,116 $10,116 $10,059 3/31/2000 $10,355 $10,337 $10,142 4/30/2000 $10,296 $10,276 $10,148 5/31/2000 $10,220 $10,223 $10,160 6/30/2000 $10,479 $10,494 $10,213 7/31/2000 $10,640 $10,640 $10,237 8/31/2000 $10,791 $10,804 $10,237 9/30/2000 $10,722 $10,748 $10,290 10/31/2000 $10,829 $10,865 $10,308 11/30/2000 $10,927 $10,947 $10,314 12/31/2000 $11,221 $11,217 $10,308 1/31/2001 $11,282 $11,328 $10,373 2/28/2001 $11,314 $11,364 $10,415 3/31/2001 $11,403 $11,466 $10,438 4/30/2001 $11,265 $11,342 $10,480 5/31/2001 $11,373 $11,464 $10,527 6/30/2001 $11,463 $11,541 $10,545 7/31/2001 $11,630 $11,712 $10,515 8/31/2001 $11,798 $11,905 $10,515 9/30/2001 $11,744 $11,865 $10,563 10/31/2001 $11,875 $12,006 $10,527 11/30/2001 $11,801 $11,905 $10,509 12/31/2001 $11,687 $11,792 $10,468 1/31/2002 $11,857 $11,997 $10,492 2/28/2002 $11,987 $12,141 $10,533 3/31/2002 $11,773 $11,903 $10,592 4/30/2002 $11,953 $12,136 $10,652 5/31/2002 $12,015 $12,210 $10,652 6/30/2002 $12,117 $12,339 $10,658 7/31/2002 $12,240 $12,498 $10,669 8/31/2002 $12,363 $12,648 $10,705 9/30/2002 $12,627 $12,925 $10,723 10/31/2002 $12,427 $12,711 $10,741 11/30/2002 $12,399 $12,658 $10,741 12/31/2002 $12,635 $12,925 $10,717 1/31/2003 $12,607 $12,892 $10,764 2/28/2003 $12,752 $13,072 $10,847 3/31/2003 $12,785 $13,080 $10,912 4/30/2003 $12,889 $13,167 $10,889 5/31/2003 $13,191 $13,475 $10,871 6/30/2003 $13,160 $13,418 $10,883 7/31/2003 $12,649 $12,948 $10,895 8/31/2003 $12,743 $13,045 $10,936 9/30/2003 $13,068 $13,428 $10,972 10/31/2003 $13,015 $13,360 $10,960 11/30/2003 $13,152 $13,500 $10,930 12/31/2003 $13,248 $13,611 $10,918 1/31/2004 $13,333 $13,689 $10,972 2/29/2004 $13,525 $13,895 $11,031 3/31/2004 $13,472 $13,847 $11,102 4/30/2004 $13,139 $13,519 $11,137 5/31/2004 $13,076 $13,470 $11,203 6/30/2004 $13,097 $13,519 $11,238 7/31/2004 $13,248 $13,697 $11,220 8/31/2004 $13,476 $13,971 $11,226 9/30/2004 $13,542 $14,046 $11,250 10/31/2004 $13,662 $14,166 $11,309 11/30/2004 $13,541 $14,049 $11,315 12/31/2004 $13,718 $14,221 $11,274 1/31/2005 $13,883 $14,354 $11,297 2/28/2005 $13,839 $14,306 $11,363 3/31/2005 $13,772 $14,216 $11,451 4/30/2005 $13,949 $14,440 $11,528 5/31/2005 $14,049 $14,542 $11,517 6/30/2005 $14,116 $14,632 $11,523 7/31/2005 $14,060 $14,566 $11,576 8/31/2005 $14,161 $14,713 $11,635 9/30/2005 $14,069 $14,614 $11,777 10/31/2005 $14,000 $14,526 $11,801 11/30/2005 $14,067 $14,595 $11,706 12/31/2005 $14,168 $14,721 $11,659 1/31/2006 $14,178 $14,761 $11,748 2/28/2006 $14,268 $14,860 $11,771 3/31/2006 $14,186 $14,757 $11,836 4/30/2006 $14,184 $14,752 $11,937 5/31/2006 $14,217 $14,818 $11,996 6/30/2006 $14,170 $14,762 $12,020 7/31/2006 $14,297 $14,938 $12,056 8/31/2006 $14,471 $15,159 $12,079 9/30/2006 $14,553 $15,265 $12,020 10/31/2006 $14,634 $15,361 $11,955 11/30/2006 $14,763 $15,489 $11,937 12/31/2006 $14,713 $15,434 $11,955 1/31/2007 $14,675 $15,394 $11,991 2/28/2007 $14,827 $15,597 $12,056 3/31/2007 $14,789 $15,559 $12,165 4/30/2007 $14,822 $15,605 $12,244 5/31/2007 $14,771 $15,536 $12,319 6/30/2007 $14,711 $15,455 $12,343 7/31/2007 $14,806 $15,575 $12,340 8/31/2007 $14,718 $15,508 $12,317 9/30/2007 $14,924 $15,737 $12,351 10/31/2007 $14,983 $15,807 $12,378 11/30/2007 $15,054 $15,908 $12,451 12/31/2007 $15,088 $15,952 $12,443 1/31/2008 $15,122 $16,153 $12,505 2/29/2008 $14,364 $15,414 $12,541 3/31/2008 $14,857 $15,854 $12,650 4/30/2008 $15,123 $16,040 $12,726 5/31/2008 $15,227 $16,137 $12,834 6/30/2008 $15,004 $15,955 $12,963 7/31/2008 $14,983 $16,015 $13,031 8/31/2008 $15,086 $16,203 $12,979 9/30/2008 $14,235 $15,443 $12,961 10/31/2008 $14,164 $15,285 $12,830 11/30/2008 $13,917 $15,334 $12,584 12/31/2008 $14,187 $15,558 $12,454 1/31/2009 $14,474 $16,127 $12,508 2/28/2009 $14,671 $16,212 $12,571 Total Returns 46.71% 62.12% 25.71% 12 | Annual Report Performance Summary (CONTINUED) AVERAGE ANNUAL TOTAL RETURN CLASS C 2/28/09 - ------- ------- 1-Year +0.48% 5-Year +1.49% 10-Year +3.28% (PERFORMANCE GRAPH) FRANKLIN INSURED BARCLAYS TAX-FREE CAPITAL INCOME FUND - MUNICIPAL DATE CLASS C BOND INDEX CPI ---- ------------- ---------- ------- 3/1/1999 $10,000 $10,000 $10,000 3/31/1999 $10,020 $10,014 $10,030 4/30/1999 $10,032 $10,039 $10,103 5/31/1999 $ 9,978 $ 9,981 $10,103 6/30/1999 $ 9,844 $ 9,837 $10,103 7/31/1999 $ 9,856 $ 9,873 $10,134 8/31/1999 $ 9,736 $ 9,794 $10,158 9/30/1999 $ 9,707 $ 9,798 $10,207 10/31/1999 $ 9,561 $ 9,692 $10,225 11/30/1999 $ 9,658 $ 9,795 $10,231 12/31/1999 $ 9,561 $ 9,722 $10,231 1/31/2000 $ 9,498 $ 9,679 $10,261 2/29/2000 $ 9,622 $ 9,792 $10,322 3/31/2000 $ 9,847 $10,006 $10,407 4/30/2000 $ 9,783 $ 9,947 $10,413 5/31/2000 $ 9,711 $ 9,895 $10,426 6/30/2000 $ 9,957 $10,157 $10,480 7/31/2000 $10,109 $10,299 $10,505 8/31/2000 $10,252 $10,457 $10,505 9/30/2000 $10,187 $10,403 $10,559 10/31/2000 $10,288 $10,516 $10,578 11/30/2000 $10,372 $10,596 $10,584 12/31/2000 $10,659 $10,858 $10,578 1/31/2001 $10,707 $10,965 $10,644 2/28/2001 $10,738 $11,000 $10,687 3/31/2001 $10,822 $11,099 $10,711 4/30/2001 $10,691 $10,978 $10,754 5/31/2001 $10,785 $11,097 $10,802 6/30/2001 $10,870 $11,171 $10,821 7/31/2001 $11,028 $11,336 $10,790 8/31/2001 $11,187 $11,523 $10,790 9/30/2001 $11,136 $11,484 $10,839 10/31/2001 $11,258 $11,621 $10,802 11/30/2001 $11,189 $11,523 $10,784 12/31/2001 $11,081 $11,414 $10,742 1/31/2002 $11,250 $11,612 $10,766 2/28/2002 $11,364 $11,752 $10,809 3/31/2002 $11,162 $11,522 $10,869 4/30/2002 $11,332 $11,747 $10,930 5/31/2002 $11,391 $11,818 $10,930 6/30/2002 $11,487 $11,943 $10,936 7/31/2002 $11,603 $12,097 $10,948 8/31/2002 $11,719 $12,242 $10,985 9/30/2002 $11,969 $12,510 $11,003 10/31/2002 $11,780 $12,303 $11,021 11/30/2002 $11,754 $12,252 $11,021 12/31/2002 $11,977 $12,510 $10,997 1/31/2003 $11,951 $12,479 $11,046 2/28/2003 $12,098 $12,653 $11,131 3/31/2003 $12,120 $12,661 $11,198 4/30/2003 $12,219 $12,744 $11,173 5/31/2003 $12,504 $13,043 $11,155 6/30/2003 $12,474 $12,987 $11,167 7/31/2003 $11,991 $12,533 $11,179 8/31/2003 $12,079 $12,626 $11,222 9/30/2003 $12,395 $12,997 $11,258 10/31/2003 $12,346 $12,932 $11,246 11/30/2003 $12,474 $13,067 $11,216 12/31/2003 $12,564 $13,175 $11,204 1/31/2004 $12,645 $13,250 $11,258 2/29/2004 $12,826 $13,450 $11,319 3/31/2004 $12,775 $13,403 $11,392 4/30/2004 $12,451 $13,086 $11,429 5/31/2004 $12,401 $13,038 $11,495 6/30/2004 $12,411 $13,086 $11,532 7/31/2004 $12,564 $13,258 $11,514 8/31/2004 $12,780 $13,524 $11,520 9/30/2004 $12,842 $13,595 $11,544 10/31/2004 $12,956 $13,712 $11,605 11/30/2004 $12,842 $13,599 $11,611 12/31/2004 $13,008 $13,765 $11,568 1/31/2005 $13,154 $13,894 $11,593 2/28/2005 $13,122 $13,848 $11,660 3/31/2005 $13,059 $13,760 $11,751 4/30/2005 $13,227 $13,977 $11,830 5/31/2005 $13,321 $14,076 $11,818 6/30/2005 $13,385 $14,163 $11,824 7/31/2005 $13,331 $14,099 $11,878 8/31/2005 $13,427 $14,242 $11,939 9/30/2005 $13,340 $14,146 $12,085 10/31/2005 $13,275 $14,060 $12,109 11/30/2005 $13,327 $14,127 $12,012 12/31/2005 $13,423 $14,249 $11,964 1/31/2006 $13,442 $14,287 $12,055 2/28/2006 $13,528 $14,383 $12,079 3/31/2006 $13,450 $14,284 $12,146 4/30/2006 $13,448 $14,279 $12,249 5/31/2006 $13,479 $14,343 $12,310 6/30/2006 $13,434 $14,289 $12,334 7/31/2006 $13,566 $14,459 $12,371 8/31/2006 $13,719 $14,673 $12,395 9/30/2006 $13,807 $14,775 $12,334 10/31/2006 $13,884 $14,868 $12,267 11/30/2006 $13,995 $14,992 $12,249 12/31/2006 $13,947 $14,939 $12,267 1/31/2007 $13,911 $14,901 $12,305 2/28/2007 $14,066 $15,097 $12,371 3/31/2007 $14,030 $15,060 $12,483 4/30/2007 $14,050 $15,104 $12,564 5/31/2007 $14,002 $15,038 $12,641 6/30/2007 $13,945 $14,960 $12,666 7/31/2007 $14,034 $15,076 $12,663 8/31/2007 $13,963 $15,011 $12,639 9/30/2007 $14,146 $15,233 $12,674 10/31/2007 $14,213 $15,301 $12,701 11/30/2007 $14,280 $15,398 $12,777 12/31/2007 $14,312 $15,441 $12,768 1/31/2008 $14,344 $15,636 $12,832 2/29/2008 $13,614 $14,920 $12,869 3/31/2008 $14,068 $15,346 $12,980 4/30/2008 $14,324 $15,526 $13,059 5/31/2008 $14,415 $15,620 $13,169 6/30/2008 $14,198 $15,443 $13,302 7/31/2008 $14,159 $15,502 $13,372 8/31/2008 $14,263 $15,683 $13,318 9/30/2008 $13,445 $14,948 $13,300 10/31/2008 $13,373 $14,795 $13,166 11/30/2008 $13,139 $14,842 $12,913 12/31/2008 $13,380 $15,059 $12,780 1/31/2009 $13,645 $15,610 $12,835 2/28/2009 $13,811 $15,692 $12,899 Total Returns 38.11% 56.92% 28.99% AVERAGE ANNUAL TOTAL RETURN ADVISOR CLASS(8) 2/28/09 - ---------------- ------- 1-Year +2.11% 5-Year +2.07% 10-Year +3.86% (PERFORMANCE GRAPH) FRANKLIN INSURED BARCLAYS TAX-FREE CAPITAL INCOME FUND - MUNICIPAL DATE ADVISOR CLASS BOND INDEX CPI ---- ------------- ---------- ------- 3/1/1999 $10,000 $10,000 $10,000 3/31/1999 $10,025 $10,014 $10,030 4/30/1999 $10,042 $10,039 $10,103 5/31/1999 $ 9,994 $ 9,981 $10,103 6/30/1999 $ 9,863 $ 9,837 $10,103 7/31/1999 $ 9,879 $ 9,873 $10,134 8/31/1999 $ 9,755 $ 9,794 $10,158 9/30/1999 $ 9,738 $ 9,798 $10,207 10/31/1999 $ 9,604 $ 9,692 $10,225 11/30/1999 $ 9,697 $ 9,795 $10,231 12/31/1999 $ 9,604 $ 9,722 $10,231 1/31/2000 $ 9,545 $ 9,679 $10,261 2/29/2000 $ 9,674 $ 9,792 $10,322 3/31/2000 $ 9,907 $10,006 $10,407 4/30/2000 $ 9,847 $ 9,947 $10,413 5/31/2000 $ 9,778 $ 9,895 $10,426 6/30/2000 $10,032 $10,157 $10,480 7/31/2000 $10,190 $10,299 $10,505 8/31/2000 $10,341 $10,457 $10,505 9/30/2000 $10,271 $10,403 $10,559 10/31/2000 $10,387 $10,516 $10,578 11/30/2000 $10,477 $10,596 $10,584 12/31/2000 $10,764 $10,858 $10,578 1/31/2001 $10,827 $10,965 $10,644 2/28/2001 $10,864 $11,000 $10,687 3/31/2001 $10,945 $11,099 $10,711 4/30/2001 $10,818 $10,978 $10,754 5/31/2001 $10,928 $11,097 $10,802 6/30/2001 $11,019 $11,171 $10,821 7/31/2001 $11,176 $11,336 $10,790 8/31/2001 $11,343 $11,523 $10,790 9/30/2001 $11,296 $11,484 $10,839 10/31/2001 $11,427 $11,621 $10,802 11/30/2001 $11,361 $11,523 $10,784 12/31/2001 $11,256 $11,414 $10,742 1/31/2002 $11,425 $11,612 $10,766 2/28/2002 $11,557 $11,752 $10,809 3/31/2002 $11,355 $11,522 $10,869 4/30/2002 $11,535 $11,747 $10,930 5/31/2002 $11,591 $11,818 $10,930 6/30/2002 $11,695 $11,943 $10,936 7/31/2002 $11,829 $12,097 $10,948 8/31/2002 $11,944 $12,242 $10,985 9/30/2002 $12,206 $12,510 $11,003 10/31/2002 $12,018 $12,303 $11,021 11/30/2002 $11,996 $12,252 $11,021 12/31/2002 $12,231 $12,510 $10,997 1/31/2003 $12,209 $12,479 $11,046 2/28/2003 $12,356 $12,653 $11,131 3/31/2003 $12,394 $12,661 $11,198 4/30/2003 $12,501 $12,744 $11,173 5/31/2003 $12,801 $13,043 $11,155 6/30/2003 $12,766 $12,987 $11,167 7/31/2003 $12,284 $12,533 $11,179 8/31/2003 $12,382 $12,626 $11,222 9/30/2003 $12,705 $12,997 $11,258 10/31/2003 $12,660 $12,932 $11,246 11/30/2003 $12,800 $13,067 $11,216 12/31/2003 $12,899 $13,175 $11,204 1/31/2004 $12,987 $13,250 $11,258 2/29/2004 $13,181 $13,450 $11,319 3/31/2004 $13,134 $13,403 $11,392 4/30/2004 $12,815 $13,086 $11,429 5/31/2004 $12,758 $13,038 $11,495 6/30/2004 $12,785 $13,086 $11,532 7/31/2004 $12,940 $13,258 $11,514 8/31/2004 $13,169 $13,524 $11,520 9/30/2004 $13,240 $13,595 $11,544 10/31/2004 $13,364 $13,712 $11,605 11/30/2004 $13,252 $13,599 $11,611 12/31/2004 $13,431 $13,765 $11,568 1/31/2005 $13,589 $13,894 $11,593 2/28/2005 $13,563 $13,848 $11,660 3/31/2005 $13,492 $13,760 $11,751 4/30/2005 $13,684 $13,977 $11,830 5/31/2005 $13,778 $14,076 $11,818 6/30/2005 $13,851 $14,163 $11,824 7/31/2005 $13,812 $14,099 $11,878 8/31/2005 $13,918 $14,242 $11,939 9/30/2005 $13,834 $14,146 $12,085 10/31/2005 $13,772 $14,060 $12,109 11/30/2005 $13,833 $14,127 $12,012 12/31/2005 $13,940 $14,249 $11,964 1/31/2006 $13,956 $14,287 $12,055 2/28/2006 $14,063 $14,383 $12,079 3/31/2006 $13,988 $14,284 $12,146 4/30/2006 $13,993 $14,279 $12,249 5/31/2006 $14,032 $14,343 $12,310 6/30/2006 $13,980 $14,289 $12,334 7/31/2006 $14,124 $14,459 $12,371 8/31/2006 $14,292 $14,673 $12,395 9/30/2006 $14,390 $14,775 $12,334 10/31/2006 $14,477 $14,868 $12,267 11/30/2006 $14,600 $14,992 $12,249 12/31/2006 $14,557 $14,939 $12,267 1/31/2007 $14,525 $14,901 $12,305 2/28/2007 $14,696 $15,097 $12,371 3/31/2007 $14,653 $15,060 $12,483 4/30/2007 $14,693 $15,104 $12,564 5/31/2007 $14,649 $15,038 $12,641 6/30/2007 $14,595 $14,960 $12,666 7/31/2007 $14,696 $15,076 $12,663 8/31/2007 $14,628 $15,011 $12,639 9/30/2007 $14,828 $15,233 $12,674 10/31/2007 $14,893 $15,301 $12,701 11/30/2007 $14,971 $15,398 $12,777 12/31/2007 $15,025 $15,441 $12,768 1/31/2008 $15,053 $15,636 $12,832 2/29/2008 $14,298 $14,920 $12,869 3/31/2008 $14,787 $15,346 $12,980 4/30/2008 $15,053 $15,526 $13,059 5/31/2008 $15,156 $15,620 $13,169 6/30/2008 $14,933 $15,443 $13,302 7/31/2008 $14,900 $15,502 $13,372 8/31/2008 $15,018 $15,683 $13,318 9/30/2008 $14,159 $14,948 $13,300 10/31/2008 $14,089 $14,795 $13,166 11/30/2008 $13,846 $14,842 $12,913 12/31/2008 $14,116 $15,059 $12,780 1/31/2009 $14,402 $15,610 $12,835 2/28/2009 $14,598 $15,692 $12,899 Total Returns 45.98% 56.92% 28.99% Annual Report | 13 Performance Summary (CONTINUED) ENDNOTES BECAUSE MUNICIPAL BONDS ARE PARTICULARLY SENSITIVE TO INTEREST RATE MOVEMENTS, THE FUND'S YIELD AND SHARE PRICE WILL FLUCTUATE WITH MARKET CONDITIONS. BOND PRICES GENERALLY MOVE IN THE OPPOSITE DIRECTION OF INTEREST RATES. THUS, AS PRICES OF BONDS IN THE FUND ADJUST TO A RISE IN INTEREST RATES, THE FUND'S SHARE PRICE MAY DECLINE. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. CLASS B: These shares have higher annual fees and expenses than Class A shares. CLASS C: Prior to 1/1/04, these shares were offered with an initial sales charge; thus actual total returns would have differed. These shares have higher annual fees and expenses than Class A shares. ADVISOR CLASS: Shares are available to certain eligible investors as described in the prospectus. (1.) Cumulative total return represents the change in value of an investment over the periods indicated. (2.) Average annual total return represents the average annual change in value of an investment over the periods indicated. (3.) In accordance with SEC rules, we provide standardized average annual total return information through the latest calendar quarter. (4.) Distribution rate is based on an annualization of the respective class's current monthly dividend and the maximum offering price (NAV for Classes B, C and Advisor) per share on 2/28/09. (5.) Taxable equivalent distribution rate and yield assume the 2009 maximum federal income tax rate of 35.00%. (6.) Yield, calculated as required by the SEC, is based on the earnings of the Fund's portfolio for the month ended 2/28/09. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. (8.) Effective 7/1/08, the Fund began offering Advisor Class shares, which do not have sales charges or a Rule 12b-1 plan. Performance quotations for this class reflect the following methods of calculation: (a) For periods prior to 7/1/08, a restated figure is used based upon the Fund's Class A performance, excluding the effect of Class A's maximum initial sales charge, but reflecting the effect of the Class A Rule 12b-1 fees; and (b) for periods after 6/30/08, actual Advisor Class performance is used reflecting all charges and fees applicable to that class. Since 7/1/08 (commencement of sales), the cumulative total return of Advisor Class shares was -2.58%. (9.) Source: (C) 2009 Morningstar. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. All bonds included have a minimum credit rating of at least Baa3/BBB-. They must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be dated after 12/31/90, and must be at least one year from their maturity date. Remarketed issues, taxable municipal bonds, bonds with floating rates and derivatives are excluded from the index. The index has four main bond sectors: general obligation, revenue, insured and prerefunded. The Consumer Price Index (CPI), calculated by the U.S. Bureau of Labor Statistics, is a commonly used measure of the inflation rate. 14 | Annual Report Your Fund's Expenses FRANKLIN INSURED TAX-FREE INCOME FUND As a Fund shareholder, you can incur two types of costs: - - Transaction costs, including sales charges (loads) on Fund purchases; and - - 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 following table 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 first line (Actual) for each share class listed in the table provides actual account values and expenses. The "Ending Account Value" is derived from the Fund's actual return, which includes the effect of Fund expenses. 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: 1. Divide your account value by $1,000. IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6. 2. Multiply the result by the number under the heading "Expenses Paid During Period." IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 X $7.50 = $64.50. In this illustration, the estimated expenses paid this period are $64.50. HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS Information in the second line (Hypothetical) for each class in the table can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical "Ending Account Value" is based on the actual expense ratio for each class and an assumed 5% annual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. Annual Report | 15 Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES. Therefore, the second line for each class is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING VALUE 9/1/08 VALUE 2/28/09 PERIOD* 9/1/08-2/28/09 ----------------- -------------- ---------------------- CLASS A Actual $1,000 $ 971.60 $3.13 Hypothetical (5% return before expenses) $1,000 $1,021.62 $3.21 CLASS B Actual $1,000 $ 969.10 $5.81 Hypothetical (5% return before expenses) $1,000 $1,018.89 $5.96 CLASS C Actual $1,000 $ 968.40 $5.81 Hypothetical (5% return before expenses) $1,000 $1,018.89 $5.96 ADVISOR CLASS Actual $1,000 $ 972.10 $2.64 Hypothetical (5% return before expenses) $1,000 $1,022.12 $2.71 * Expenses are calculated using the most recent six-month expense ratio, annualized for each class (A: 0.64%; B: 1.19%; C: 1.19%; and Advisor: 0.54%), multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. 16 | Annual Report Franklin Massachusetts Tax-Free Income Fund (formerly, Franklin Massachusetts Insured Tax-Free Income Fund) YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin Massachusetts Tax-Free Income Fund seeks to provide as high a level of income exempt from federal and Massachusetts personal income taxes as is consistent with prudent investment management and preservation of capital by investing at least 80% of its total assets in securities that pay interest free from such taxes.(1) CREDIT QUALITY BREAKDOWN* Franklin Massachusetts Tax-Free Income Fund Based on Total Long-Term Investments as of 2/28/09** (PIE CHART) AAA ............... 25.0% AA ................ 47.3% A ................. 15.1% Not Rated by S&P .. 12.6% * Standard & Poor's (S&P) is the primary independent rating agency; Moody's is the secondary rating agency. Securities not rated by an independent rating agency are assigned comparable internal ratings. Ratings for securities not rated by S&P are in the table below. ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa -- 0.1% AA or Aa 2.6% -- A 2.7% -- BBB or Baa 5.7% 1.5% --- --- Total 11.0% 1.6% This annual report for Franklin Massachusetts Tax-Free Income Fund covers the fiscal year ended February 28, 2009. (1.) For investors subject to alternative minimum tax, a small portion of Fund dividends may be taxable. Distributions of capital gains are generally taxable. To avoid imposition of 28% backup withholding on all Fund distributions and redemption proceeds, U.S. investors must be properly certified on Form W-9 and non-U.S. investors on Form W-8BEN. THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S STATEMENT OF INVESTMENTS (SOI). THE SOI BEGINS ON PAGE 80. Annual Report | 17 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. PLEASE VISIT franklintempleton.com OR CALL (800) 342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. DIVIDEND DISTRIBUTIONS* Franklin Massachusetts Tax-Free Income Fund DIVIDEND PER SHARE ----------------------- MONTH CLASS A CLASS C - ----- ---------- ---------- March 2008 4.01 cents 3.45 cents April 2008 4.01 cents 3.45 cents May 2008 4.01 cents 3.45 cents June 2008 4.06 cents 3.52 cents July 2008 4.06 cents 3.52 cents August 2008 4.06 cents 3.52 cents September 2008 4.06 cents 3.54 cents October 2008 4.06 cents 3.54 cents November 2008 4.06 cents 3.54 cents December 2008 4.06 cents 3.59 cents January 2009 4.06 cents 3.59 cents February 2009 4.06 cents 3.59 cents * Assumes shares were purchased and held for the entire accrual period, which differs from the calendar month. Since dividends accrue daily, your actual distributions will vary depending on the date you purchased your shares and any account activity. All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. PERFORMANCE OVERVIEW The Fund's Class A share price, as measured by net asset value, decreased from $11.20 on February 29, 2008, to $10.94 on February 28, 2009. The Fund's Class A shares paid dividends totaling 48.38 cents per share for the same period.(2) The Performance Summary beginning on page 21 shows that at the end of this reporting period the Fund's Class A shares' distribution rate was 4.26% based on an annualization of the current 4.06 cent per share dividend and the maximum offering price of $11.43 on February 28, 2009. An investor in the 2009 maximum combined effective federal and Massachusetts personal income tax bracket of 38.45% would need to earn a distribution rate of 6.92% from a taxable investment to match the Fund's Class A tax-free distribution rate. For the Fund's Class C shares' performance, please see the Performance Summary. (2.) All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. 18 | Annual Report COMMONWEALTH UPDATE After years of steady growth, Massachusetts' economy began to decelerate in line with national trends due to the deepening recession and its attending conditions, including tighter credit conditions, a depressed housing market and severe volatility in financial markets. Despite rising unemployment, which increased sharply from 4.4% to 7.8% during the year under review but remained below national levels, the commonwealth retained its deep and diverse economy and comparatively high wealth and personal income levels of 127% above the national average.(3, 4) The higher education and health care services sectors posted job gains, which partially offset heavier combined employment losses in the manufacturing, construction and financial services sectors. However, financial services sector employment reflected greater losses than at any time since the 1940s, and Massachusetts' crucial positioning within this typically high-paying sector has led to disproportionately large job losses when compared with most other states. After years of healthy revenue growth, Massachusetts grappled with a sizable fiscal year 2009 budget shortfall of $1.1 billion as the recession dampened sales and personal income tax performance.(5) Rising health care costs related to Medicaid, pensions and health care reform also added to budget pressures at a time when waning forecasted revenues were unable to support current service expenses. The governor's fiscal year 2010 budget assessment assumed an even bigger estimated budget gap of $3.6 billion.(4) In addition to modest use of budget reserve funds and several one-time solutions, various revenue enhancements were proposed to further close the gap, including the elimination of certain sales tax exemptions, spending cuts, and reliance on federal government stimulus funding. Massachusetts' tax-supported debt levels ranked among the highest in the nation on a per-capita basis and as a percentage of personal income, at $4,526 and 9.8%.(5) The debt burden increased in recent years partly due to costs associated with the Massachusetts Turnpike and Massachusetts School Building Authorities, which are supported by softening sales tax revenues. The commonwealth is bolstered by a strong financial position and good reserves, though some of these reserves will be drawn down in the near term. Given the commonwealth's dependence on cyclical personal income (and related capital gains) taxes, a strong reserve position is important. Maintenance of healthy reserve levels and other prudent budget management practices prompted credit rating agency Standard & Poor's to recently affirm its AA long-term credit rating with PORTFOLIO BREAKDOWN Franklin Massachusetts Tax-Free Income Fund 2/28/09 % OF TOTAL LONG-TERM INVESTMENTS* ---------------------- Prerefunded 28.0% Higher Education 25.1%** Transportation 11.9% Other Revenue 10.5% General Obligation 8.7% Utilities 6.5% Tax-Supported 6.0% Hospital & Health Care 2.6% Subject to Government Appropriations 0.4% Housing 0.3% * Does not include short-term investments and other net assets. ** The Fund may invest more than 25% in municipal securities that finance similar types of projects such as higher education. A change that affects one project may affect all similar projects, thereby increasing market risk. (3.) Source: U.S. Bureau of Labor Statistics. (4.) Source: Standard & Poor's, "Summary: Massachusetts; General Obligation," RATINGSDIRECT, 2/13/09. (5.) Source: Moody's Investors Service, "New Issue: Massachusetts (Commonwealth of)," 2/17/09. Annual Report | 19 a stable outlook for Massachusetts general obligation bonds.(6) Despite the drawbacks created by its high debt burden and a significant unfunded pension liability, the commonwealth historically has taken swift and flexible actions to restore balance after identifying revenue shortfalls -- management practices critical to navigating periods of fiscal strain. MANAGER'S DISCUSSION We used various investment strategies during the 12 months under review as we sought to maximize tax-free income for shareholders. Please read the discussion on page 6 for details. As mentioned in the Municipal Bond Market Overview beginning on page 4, over the past year the municipal bond insurance industry changed dramatically. In light of recent credit market conditions and recent and possible future downgrades of municipal bond insurers, the supply of insured Massachusetts municipal securities that met the Fund's previous investment guidelines was limited. We were no longer confident we would be able to meet the Fund's non-fundamental investment policy of investing at least 80% of net assets in insured municipal securities. Therefore, the board of trustees eliminated the Fund's non-fundamental investment policy and changed its name, effective February 17, 2009. Going forward, the Fund will buy only municipal securities rated in the top four ratings by U.S. nationally recognized rating services (or comparable unrated securities). Because of its historical investment policy of investing in insured municipal securities, the Fund's portfolio consisted predominantly of insured municipal securities at fiscal year-end, and the recent changes had little effect on performance. Thank you for your continued participation in Franklin Massachusetts Tax-Free Income Fund. We intend to maintain our conservative, buy-and-hold investment strategy as we attempt to provide shareholders with high, current, tax-free income. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF FEBRUARY 28, 2009, 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, STATE, 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. (6.) This does not indicate Standard & Poor's rating of the Fund. 20 | Annual Report Performance Summary as of 2/28/09 FRANKLIN MASSACHUSETTS TAX-FREE INCOME FUND 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. The performance table and graphs do not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund's dividends and capital gain distributions, if any, and any unrealized gains or losses. PRICE AND DISTRIBUTION INFORMATION CLASS A (SYMBOL: FMISX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.26 $10.94 $11.20 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.4838 CLASS C (SYMBOL: FMAIX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.26 $11.03 $11.29 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.4215 PERFORMANCE CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURNS INCLUDE MAXIMUM SALES CHARGES. CLASS A: 4.25% MAXIMUM INITIAL SALES CHARGE; CLASS C: 1% CONTINGENT DEFERRED SALES CHARGE IN FIRST YEAR ONLY. CLASS A 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------- ------- Cumulative Total Return(1) +2.00% +11.67% +46.86% Average Annual Total Return(2) -2.36% +1.34% +3.47% Avg. Ann. Total Return (3/31/09)(3) -5.00% +1.37% +3.45% Distribution Rate(4) 4.26% Taxable Equivalent Distribution Rate(5) 6.92% 30-Day Standardized Yield(6) 3.45% Taxable Equivalent Yield(5) 5.60% Total Annual Operating expenses(7) 0.66% CLASS C 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------- ------- Cumulative Total Return(1) +1.42% +8.64% +39.13% Average Annual Total Return(2) +0.45% +1.67% +3.36% Avg. Ann. Total Return (3/31/09)(3) -2.28% +1.70% +3.33% Distribution Rate(4) 3.87% Taxable Equivalent Distribution Rate(5) 6.29% 30-Day Standardized Yield(6) 3.07% Taxable Equivalent Yield(5) 4.99% Total Annual Operating expenses(7) 1.21% 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, SEE "FUNDS AND PERFORMANCE" AT franklintempleton.com OR CALL (800) 342-5236. Annual Report | 21 Performance Summary (CONTINUED) TOTAL RETURN INDEX COMPARISON FOR A HYPOTHETICAL $10,000 INVESTMENT Total return represents the change in value of an investment over the periods shown. It includes any current, applicable, maximum sales charge, Fund expenses, account fees and reinvested distributions. The unmanaged index includes reinvestment of any income or distributions. It differs from the Fund in composition and does not pay management fees or expenses. One cannot invest directly in an index. AVERAGE ANNUAL TOTAL RETURN CLASS A 2/28/09 - ------- ------- 1-Year -2.36% 5-Year +1.34% 10-Year +3.47% (PERFORMANCE GRAPH) FRANKLIN MASSACHUSETTS BARCLAYS CAPITAL TAX-FREE INCOME MUNICIPAL BOND DATE FUND - CLASS A INDEX CPI - ----------------------------------------------------------------- 3/1/1999 $ 9,575 $10,000 $10,000 3/31/1999 $ 9,597 $10,014 $10,030 4/30/1999 $ 9,620 $10,039 $10,103 5/31/1999 $ 9,576 $ 9,981 $10,103 6/30/1999 $ 9,442 $ 9,837 $10,103 7/31/1999 $ 9,456 $ 9,873 $10,134 8/31/1999 $ 9,320 $ 9,794 $10,158 9/30/1999 $ 9,276 $ 9,798 $10,207 10/31/1999 $ 9,139 $ 9,692 $10,225 11/30/1999 $ 9,239 $ 9,795 $10,231 12/31/1999 $ 9,151 $ 9,722 $10,231 1/31/2000 $ 9,098 $ 9,679 $10,261 2/29/2000 $ 9,250 $ 9,792 $10,322 3/31/2000 $ 9,472 $10,006 $10,407 4/30/2000 $ 9,401 $ 9,947 $10,413 5/31/2000 $ 9,312 $ 9,895 $10,426 6/30/2000 $ 9,589 $10,157 $10,480 7/31/2000 $ 9,762 $10,299 $10,505 8/31/2000 $ 9,892 $10,457 $10,505 9/30/2000 $ 9,820 $10,403 $10,559 10/31/2000 $ 9,951 $10,516 $10,578 11/30/2000 $10,047 $10,596 $10,584 12/31/2000 $10,367 $10,858 $10,578 1/31/2001 $10,410 $10,965 $10,644 2/28/2001 $10,453 $11,000 $10,687 3/31/2001 $10,522 $11,099 $10,711 4/30/2001 $10,374 $10,978 $10,754 5/31/2001 $10,472 $11,097 $10,802 6/30/2001 $10,579 $11,171 $10,821 7/31/2001 $10,733 $11,336 $10,790 8/31/2001 $10,915 $11,523 $10,790 9/30/2001 $10,865 $11,484 $10,839 10/31/2001 $10,992 $11,621 $10,802 11/30/2001 $10,914 $11,523 $10,784 12/31/2001 $10,798 $11,414 $10,742 1/31/2002 $10,945 $11,612 $10,766 2/28/2002 $11,065 $11,752 $10,809 3/31/2002 $10,871 $11,522 $10,869 4/30/2002 $11,021 $11,747 $10,930 5/31/2002 $11,123 $11,818 $10,930 6/30/2002 $11,206 $11,943 $10,936 7/31/2002 $11,338 $12,097 $10,948 8/31/2002 $11,480 $12,242 $10,985 9/30/2002 $11,738 $12,510 $11,003 10/31/2002 $11,528 $12,303 $11,021 11/30/2002 $11,484 $12,252 $11,021 12/31/2002 $11,725 $12,510 $10,997 1/31/2003 $11,710 $12,479 $11,046 2/28/2003 $11,863 $12,653 $11,131 3/31/2003 $11,896 $12,661 $11,198 4/30/2003 $12,000 $12,744 $11,173 5/31/2003 $12,284 $13,043 $11,155 6/30/2003 $12,237 $12,987 $11,167 7/31/2003 $11,765 $12,533 $11,179 8/31/2003 $11,859 $12,626 $11,222 9/30/2003 $12,157 $12,997 $11,258 10/31/2003 $12,110 $12,932 $11,246 11/30/2003 $12,246 $13,067 $11,216 12/31/2003 $12,342 $13,175 $11,204 1/31/2004 $12,427 $13,250 $11,258 2/29/2004 $12,596 $13,450 $11,319 3/31/2004 $12,589 $13,403 $11,392 4/30/2004 $12,289 $13,086 $11,429 5/31/2004 $12,229 $13,038 $11,495 6/30/2004 $12,254 $13,086 $11,532 7/31/2004 $12,415 $13,258 $11,514 8/31/2004 $12,630 $13,524 $11,520 9/30/2004 $12,719 $13,595 $11,544 10/31/2004 $12,829 $13,712 $11,605 11/30/2004 $12,724 $13,599 $11,611 12/31/2004 $12,889 $13,765 $11,568 1/31/2005 $13,033 $13,894 $11,593 2/28/2005 $13,014 $13,848 $11,660 3/31/2005 $12,974 $13,760 $11,751 4/30/2005 $13,183 $13,977 $11,830 5/31/2005 $13,273 $14,076 $11,818 6/30/2005 $13,341 $14,163 $11,824 7/31/2005 $13,266 $14,099 $11,878 8/31/2005 $13,401 $14,242 $11,939 9/30/2005 $13,292 $14,146 $12,085 10/31/2005 $13,215 $14,060 $12,109 11/30/2005 $13,273 $14,127 $12,012 12/31/2005 $13,387 $14,249 $11,964 1/31/2006 $13,400 $14,287 $12,055 2/28/2006 $13,503 $14,383 $12,079 3/31/2006 $13,402 $14,284 $12,146 4/30/2006 $13,425 $14,279 $12,249 5/31/2006 $13,460 $14,343 $12,310 6/30/2006 $13,415 $14,289 $12,334 7/31/2006 $13,566 $14,459 $12,371 8/31/2006 $13,752 $14,673 $12,395 9/30/2006 $13,846 $14,775 $12,334 10/31/2006 $13,917 $14,868 $12,267 11/30/2006 $14,035 $14,992 $12,249 12/31/2006 $13,989 $14,939 $12,267 1/31/2007 $13,944 $14,901 $12,305 2/28/2007 $14,122 $15,097 $12,371 3/31/2007 $14,075 $15,060 $12,483 4/30/2007 $14,112 $15,104 $12,564 5/31/2007 $14,054 $15,038 $12,641 6/30/2007 $13,984 $14,960 $12,666 7/31/2007 $14,081 $15,076 $12,663 8/31/2007 $13,987 $15,011 $12,639 9/30/2007 $14,181 $15,233 $12,674 10/31/2007 $14,243 $15,301 $12,701 11/30/2007 $14,341 $15,398 $12,777 12/31/2007 $14,392 $15,441 $12,768 1/31/2008 $14,466 $15,636 $12,832 2/29/2008 $13,789 $14,920 $12,869 3/31/2008 $14,196 $15,346 $12,980 4/30/2008 $14,430 $15,526 $13,059 5/31/2008 $14,517 $15,620 $13,169 6/30/2008 $14,344 $15,443 $13,302 7/31/2008 $14,382 $15,502 $13,372 8/31/2008 $14,470 $15,683 $13,318 9/30/2008 $13,778 $14,948 $13,300 10/31/2008 $13,630 $14,795 $13,166 11/30/2008 $13,529 $14,842 $12,913 12/31/2008 $13,555 $15,059 $12,780 1/31/2009 $13,900 $15,610 $12,835 2/28/2009 $14,062 $15,692 $12,899 Total Returns 40.62% 56.92% 28.99% AVERAGE ANNUAL TOTAL RETURN CLASS C 2/28/09 - ------- ------- 1-Year +0.45% 5-Year +1.67% 10-Year +3.36% (PERFORMANCE GRAPH) FRANKLIN MASSACHUSETTS BARCLAYS CAPITAL TAX-FREE INCOME MUNICIPAL BOND DATE FUND - CLASS C INDEX CPI - ---------------------------------------------------------------- 3/1/1999 $10,000 $10,000 $10,000 3/31/1999 $10,027 $10,014 $10,030 4/30/1999 $10,045 $10,039 $10,103 5/31/1999 $ 9,996 $ 9,981 $10,103 6/30/1999 $ 9,851 $ 9,837 $10,103 7/31/1999 $ 9,862 $ 9,873 $10,134 8/31/1999 $ 9,717 $ 9,794 $10,158 9/30/1999 $ 9,658 $ 9,798 $10,207 10/31/1999 $ 9,511 $ 9,692 $10,225 11/30/1999 $ 9,618 $ 9,795 $10,231 12/31/1999 $ 9,524 $ 9,722 $10,231 1/31/2000 $ 9,456 $ 9,679 $10,261 2/29/2000 $ 9,618 $ 9,792 $10,322 3/31/2000 $ 9,842 $10,006 $10,407 4/30/2000 $ 9,764 $ 9,947 $10,413 5/31/2000 $ 9,668 $ 9,895 $10,426 6/30/2000 $ 9,949 $10,157 $10,480 7/31/2000 $10,123 $10,299 $10,505 8/31/2000 $10,253 $10,457 $10,505 9/30/2000 $10,173 $10,403 $10,559 10/31/2000 $10,303 $10,516 $10,578 11/30/2000 $10,398 $10,596 $10,584 12/31/2000 $10,732 $10,858 $10,578 1/31/2001 $10,762 $10,965 $10,644 2/28/2001 $10,810 $11,000 $10,687 3/31/2001 $10,877 $11,099 $10,711 4/30/2001 $10,719 $10,978 $10,754 5/31/2001 $10,815 $11,097 $10,802 6/30/2001 $10,910 $11,171 $10,821 7/31/2001 $11,072 $11,336 $10,790 8/31/2001 $11,245 $11,523 $10,790 9/30/2001 $11,198 $11,484 $10,839 10/31/2001 $11,314 $11,621 $10,802 11/30/2001 $11,238 $11,523 $10,784 12/31/2001 $11,104 $11,414 $10,742 1/31/2002 $11,259 $11,612 $10,766 2/28/2002 $11,367 $11,752 $10,809 3/31/2002 $11,163 $11,522 $10,869 4/30/2002 $11,321 $11,747 $10,930 5/31/2002 $11,420 $11,818 $10,930 6/30/2002 $11,499 $11,943 $10,936 7/31/2002 $11,639 $12,097 $10,948 8/31/2002 $11,769 $12,242 $10,985 9/30/2002 $12,036 $12,510 $11,003 10/31/2002 $11,807 $12,303 $11,021 11/30/2002 $11,757 $12,252 $11,021 12/31/2002 $11,997 $12,510 $10,997 1/31/2003 $11,976 $12,479 $11,046 2/28/2003 $12,126 $12,653 $11,131 3/31/2003 $12,154 $12,661 $11,198 4/30/2003 $12,254 $12,744 $11,173 5/31/2003 $12,538 $13,043 $11,155 6/30/2003 $12,494 $12,987 $11,167 7/31/2003 $12,009 $12,533 $11,179 8/31/2003 $12,098 $12,626 $11,222 9/30/2003 $12,395 $12,997 $11,258 10/31/2003 $12,340 $12,932 $11,246 11/30/2003 $12,462 $13,067 $11,216 12/31/2003 $12,564 $13,175 $11,204 1/31/2004 $12,634 $13,250 $11,258 2/29/2004 $12,810 $13,450 $11,319 3/31/2004 $12,796 $13,403 $11,392 4/30/2004 $12,488 $13,086 $11,429 5/31/2004 $12,422 $13,038 $11,495 6/30/2004 $12,441 $13,086 $11,532 7/31/2004 $12,597 $13,258 $11,514 8/31/2004 $12,808 $13,524 $11,520 9/30/2004 $12,902 $13,595 $11,544 10/31/2004 $12,996 $13,712 $11,605 11/30/2004 $12,897 $13,599 $11,611 12/31/2004 $13,045 $13,765 $11,568 1/31/2005 $13,194 $13,894 $11,593 2/28/2005 $13,158 $13,848 $11,660 3/31/2005 $13,123 $13,760 $11,751 4/30/2005 $13,327 $13,977 $11,830 5/31/2005 $13,411 $14,076 $11,818 6/30/2005 $13,462 $14,163 $11,824 7/31/2005 $13,392 $14,099 $11,878 8/31/2005 $13,510 $14,242 $11,939 9/30/2005 $13,406 $14,146 $12,085 10/31/2005 $13,312 $14,060 $12,109 11/30/2005 $13,375 $14,127 $12,012 12/31/2005 $13,483 $14,249 $11,964 1/31/2006 $13,489 $14,287 $12,055 2/28/2006 $13,575 $14,383 $12,079 3/31/2006 $13,479 $14,284 $12,146 4/30/2006 $13,496 $14,279 $12,249 5/31/2006 $13,525 $14,343 $12,310 6/30/2006 $13,474 $14,289 $12,334 7/31/2006 $13,606 $14,459 $12,371 8/31/2006 $13,797 $14,673 $12,395 9/30/2006 $13,884 $14,775 $12,334 10/31/2006 $13,948 $14,868 $12,267 11/30/2006 $14,059 $14,992 $12,249 12/31/2006 $14,008 $14,939 $12,267 1/31/2007 $13,967 $14,901 $12,305 2/28/2007 $14,126 $15,097 $12,371 3/31/2007 $14,074 $15,060 $12,483 4/30/2007 $14,104 $15,104 $12,564 5/31/2007 $14,040 $15,038 $12,641 6/30/2007 $13,964 $14,960 $12,666 7/31/2007 $14,054 $15,076 $12,663 8/31/2007 $13,954 $15,011 $12,639 9/30/2007 $14,140 $15,233 $12,674 10/31/2007 $14,194 $15,301 $12,701 11/30/2007 $14,286 $15,398 $12,777 12/31/2007 $14,329 $15,441 $12,768 1/31/2008 $14,395 $15,636 $12,832 2/29/2008 $13,721 $14,920 $12,869 3/31/2008 $14,115 $15,346 $12,980 4/30/2008 $14,352 $15,526 $13,059 5/31/2008 $14,419 $15,620 $13,169 6/30/2008 $14,241 $15,443 $13,302 7/31/2008 $14,272 $15,502 $13,372 8/31/2008 $14,365 $15,683 $13,318 9/30/2008 $13,665 $14,948 $13,300 10/31/2008 $13,513 $14,795 $13,166 11/30/2008 $13,394 $14,842 $12,913 12/31/2008 $13,414 $15,059 $12,780 1/31/2009 $13,759 $15,610 $12,835 2/28/2009 $13,913 $15,692 $12,899 Total Returns 39.13% 56.92% 28.99% 22 | Annual Report Performance Summary (CONTINUED) ENDNOTES BECAUSE MUNICIPAL BONDS ARE PARTICULARLY SENSITIVE TO INTEREST RATE MOVEMENTS, THE FUND'S YIELD AND SHARE PRICE WILL FLUCTUATE WITH MARKET CONDITIONS. BOND PRICES GENERALLY MOVE IN THE OPPOSITE DIRECTION OF INTEREST RATES. THUS, AS PRICES OF BONDS IN THE FUND ADJUST TO A RISE IN INTEREST RATES, THE FUND'S SHARE PRICE MAY DECLINE. SINCE THE FUND CONCENTRATES ITS INVESTMENTS IN A SINGLE STATE, IT IS SUBJECT TO GREATER RISK OF ADVERSE ECONOMIC AND REGULATORY CHANGES IN THAT STATE THAN A GEOGRAPHICALLY DIVERSIFIED FUND. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. CLASS C: Prior to 1/1/04, these shares were offered with an initial sales charge; thus actual total returns would have differed. These shares have higher annual fees and expenses than Class A shares. (1.) Cumulative total return represents the change in value of an investment over the periods indicated. (2.) Average annual total return represents the average annual change in value of an investment over the periods indicated. (3.) In accordance with SEC rules, we provide standardized average annual total return information through the latest calendar quarter. (4.) Distribution rate is based on an annualization of the respective class's current monthly dividend and the maximum offering price (NAV for Class C) per share on 2/28/09. (5.) Taxable equivalent distribution rate and yield assume the published rates as of 12/29/08 for the maximum combined effective federal and Massachusetts personal income tax rate of 38.45%, based on the federal income tax rate of 35.00%. (6.) Yield, calculated as required by the SEC, is based on the earnings of the Fund's portfolio for the month ended 2/28/09. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. (8.) Source: (C) 2009 Morningstar. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. All bonds included have a minimum credit rating of at least Baa3/BBB-. They must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be dated after 12/31/90, and must be at least one year from their maturity date. Remarketed issues, taxable municipal bonds, bonds with floating rates and derivatives are excluded from the index. The index has four main bond sectors: general obligation, revenue, insured and prerefunded. The Consumer Price Index (CPI), calculated by the U.S. Bureau of Labor Statistics, is a commonly used measure of the inflation rate. Annual Report | 23 Your Fund's Expenses FRANKLIN MASSACHUSETTS TAX-FREE INCOME FUND As a Fund shareholder, you can incur two types of costs: - - Transaction costs, including sales charges (loads) on Fund purchases; and - - 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 following table 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 first line (Actual) for each share class listed in the table provides actual account values and expenses. The "Ending Account Value" is derived from the Fund's actual return, which includes the effect of Fund expenses. 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: 1. Divide your account value by $1,000. IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6. 2. Multiply the result by the number under the heading "Expenses Paid During Period." IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 x $7.50 = $64.50. In this illustration, the estimated expenses paid this period are $64.50. HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS Information in the second line (Hypothetical) for each class in the table can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical "Ending Account Value" is based on the actual expense ratio for each class and an assumed 5% annual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. 24 | Annual Report Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES. Therefore, the second line for each class is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING VALUE 9/1/08 VALUE 2/28/09 PERIOD* 9/1/08-2/28/09 ----------------- -------------- ---------------------- CLASS A Actual $1,000 $ 972.00 $3.23 Hypothetical (5% return before expenses) $1,000 $1,021.52 $3.31 CLASS C Actual $1,000 $ 968.80 $5.91 Hypothetical (5% return before expenses) $1,000 $1,018.79 $6.06 * Expenses are calculated using the most recent six-month expense ratio, annualized for each class (A: 0.66% and C: 1.21%), multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. Annual Report | 25 Franklin Michigan Tax-Free Income Fund (formerly, Franklin Michigan Insured Tax-Free Income Fund) YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin Michigan Tax-Free Income Fund seeks to provide as high a level of income exempt from federal and Michigan personal income taxes as is consistent with prudent investment management and preservation of capital by investing at least 80% of its total assets in securities that pay interest free from such taxes.(1) CREDIT QUALITY BREAKDOWN* Franklin Michigan Tax-Free Income Fund 2/28/09 % OF TOTAL RATINGS LONG-TERM INVESTMENTS** - ------- ----------------------- AAA 43.2% AA 37.4% A 17.7% BBB 0.7% Not Rated by S&P 1.0% * Standard & Poor's (S&P) is the primary independent rating agency; Moody's is the secondary rating agency. Ratings for securities not rated by S&P are in the table below. ** Does not include short-term investments and other net assets. RATINGS MOODY'S - ------- ------- AA or Aa 0.3% A 0.4% Below Investment Grade 0.3% Total 1.0% This annual report for Franklin Michigan Tax-Free Income Fund covers the fiscal year ended February 28, 2009. (1.) For investors subject to alternative minimum tax, a small portion of Fund dividends may be taxable. Distributions of capital gains are generally taxable. To avoid imposition of 28% backup withholding on all Fund distributions and redemption proceeds, U.S. investors must be properly certified on Form W-9 and non-U.S. investors on Form W-8BEN. THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S STATEMENT OF INVESTMENTS (SOI). THE SOI BEGINS ON PAGE 88. 26 | Annual Report DIVIDEND DISTRIBUTIONS* Franklin Michigan Tax-Free Income Fund DIVIDEND PER SHARE ------------------------------------------------------ MONTH CLASS A CLASS B CLASS C ADVISOR CLASS** - ----- ---------- ---------- ---------- --------------- March 2008 4.26 cents 3.68 cents 3.68 cents -- April 2008 4.26 cents 3.68 cents 3.68 cents -- May 2008 4.26 cents 3.68 cents 3.68 cents -- June 2008 4.26 cents 3.71 cents 3.71 cents -- July 2008 4.26 cents 3.71 cents 3.71 cents 2.81 cents August 2008 4.26 cents 3.71 cents 3.71 cents 4.36 cents September 2008 4.26 cents 3.72 cents 3.70 cents 4.35 cents October 2008 4.26 cents 3.72 cents 3.70 cents 4.35 cents November 2008 4.26 cents 3.72 cents 3.70 cents 4.35 cents December 2008 4.26 cents 3.77 cents 3.77 cents 4.35 cents January 2009 4.26 cents 3.77 cents 3.77 cents 4.35 cents February 2009 4.26 cents 3.77 cents 3.77 cents 4.35 cents * Assumes shares were purchased and held for the entire accrual period, which differs from the calendar month. Since dividends accrue daily, your actual distributions will vary depending on the date you purchased your shares and any account activity. All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. ** Effective 7/1/08, the Fund began offering Advisor Class shares. See the prospectus for details. PERFORMANCE OVERVIEW The Fund's Class A share price, as measured by net asset value, decreased from $11.71 on February 29, 2008, to $11.48 on February 28, 2009. The Fund's Class A shares paid dividends totaling 50.90 cents per share for the same period.(2) The Performance Summary beginning on page 31 shows that at the end of this reporting period the Fund's Class A shares' distribution rate was 4.26% based on an annualization of the current 4.26 cent per share dividend and the maximum offering price of $11.99 on February 28, 2009. An investor in the 2009 maximum combined effective federal and Michigan personal income tax bracket of 39.45% would need to earn a distribution rate of 7.04% from a taxable investment to match the Fund's Class A tax-free distribution rate. For the Fund's Class B, C and Advisor shares' performance, please see the Performance Summary. 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. PLEASE VISIT franklintempleton.com OR CALL (800) 342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. (2.) All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. Annual Report | 27 PORTFOLIO BREAKDOWN Franklin Michigan Tax-Free Income Fund 2/28/09 % OF TOTAL LONG-TERM INVESTMENTS* ---------------------- Prerefunded 32.4% General Obligation 22.1% Utilities 12.6% Higher Education 10.5% Hospital & Health Care 9.1% Subject to Government Appropriations 6.3% Transportation 4.7% Tax-Supported 1.3% Other Revenue 1.0% * Does not include short-term investments and other net assets. STATE UPDATE The deepening national recession has extended Michigan's years-long economic doldrums, with overall business and employment conditions deteriorating severely. During the year under review, the Big Three (GM, Ford and Chrysler), cornerstones of the state's crucial motor-vehicle industry, reported record losses amid 27-year sales lows and sought federal assistance. State employment in motor vehicle manufacturing was estimated to have fallen by more than 50% from 2000 peak levels.(3) Other types of manufacturing jobs, as well as those related to construction, also suffered significant declines. Michigan's real estate market also shrank, due to disproportionately large declines in home prices and high foreclosure rates compared with most other states. These trends took a toll on the state economy and pushed its unemployment rate from 7.2% to 12.0% during the year under review, with February 2009 jobless levels far exceeding the 8.1% national rate.(4) Michigan wage and salary employment has fallen in all years since 2001, and the state has endured roughly four years of recession compared to the nation's one. Underscoring this disparity is Michigan's gross domestic product (GDP), which has increased by only 2% over the past 10 years while U.S. GDP has grown by 20%.(3) Partially as a result, out-migration by Michiganders has resulted in steady population declines in recent years. Michigan's liquidity position has been adversely impacted due to declining revenues and potentially higher budgetary needs in recent years, and the state has realized general fund deficits during six of the past seven years. The breadth and depth of the current recession significantly strained available resources just as state legislators faced escalating budgetary pressures in the areas of social services and infrastructure. Recession-induced spending pressures are more pronounced in states with industry or sector concentration, even more so among durable-goods producers such as Michigan. As the prospect of economic growth alone driving structural budget balance grew less likely, the enacted fiscal year 2009 budget decreased spending by 2% from fiscal year 2008 levels, which along with various revenue adjustments helped eliminate a $365 million budget gap.(3) The state also implemented a new business tax system and affiliated surcharge as well as an increase in the personal income tax rate to help restore structural budgetary balance. These tax changes allowed Michigan to reduce its (3.) Source: Standard & Poor's, "Michigan; General Obligation," RATINGSDIRECT, 10/15/08. (4.) Source: U.S. Bureau of Labor Statistics. 28 | Annual Report reliance on nonrecurring measures. However, growing health care and corrections costs and state revenue sharing demands could put further strain on state finances. Michigan's ability to handle such a drastic and protracted economic downturn highlighted the importance of its governance and financial management strengths. Two of those relative strengths are the state's debt and pension positions, which have required less funding in recent years, and per capita debt ratios have fallen after years of increases. Michigan retained a modest debt burden, ranking 31st in the nation for debt per capita and 29th for debt to income.(5) With Michigan's low debt and pension burden, good budget management that has allowed the state to operate effectively on thin margins, and a diversifying economic base as it partially relinquishes its dependence on auto manufacturing, independent credit rating agency Standard & Poor's affirmed its AA- long-term rating and stable outlook for Michigan's general obligation bonds.(6) MANAGER'S DISCUSSION We used various investment strategies during the 12 months under review as we sought to maximize tax-free income for shareholders. Please read the discussion on page 6 for details. As mentioned in the Municipal Bond Market Overview beginning on page 4, over the past year the municipal bond insurance industry changed dramatically. In light of recent credit market conditions and recent and possible future downgrades of municipal bond insurers, the supply of insured Michigan municipal securities that met the Fund's previous investment guidelines was limited. We were no longer confident we would be able to meet the Fund's non-fundamental investment policy of investing at least 80% of net assets in insured municipal securities. Therefore, the board of trustees eliminated the Fund's non-fundamental investment policy and changed its name, effective February 17, 2009. Going forward, the Fund will buy only municipal securities rated in the top four ratings by U.S. nationally recognized rating services (or comparable unrated securities). Because of its historical investment policy of investing in insured municipal securities, the Fund's portfolio consisted predominantly of insured municipal securities at fiscal year-end, and the recent changes had little effect on performance. (5.) Source: Moody's Investors Service, "New Issue: Michigan (State of)," 10/21/08. (6.) This does not indicate Standard & Poor's rating of the Fund. Annual Report | 29 Thank you for your continued participation in Franklin Michigan Tax-Free Income Fund. We intend to maintain our conservative, buy-and-hold investment strategy as we attempt to provide shareholders with high, current, tax-free income. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF FEBRUARY 28, 2009, 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, STATE, 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. 30 | Annual Report Performance Summary as of 2/28/09 FRANKLIN MICHIGAN TAX-FREE INCOME FUND 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. The performance table and graphs do not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund's dividends and capital gain distributions, if any, and any unrealized gains or losses. PRICE AND DISTRIBUTION INFORMATION CLASS A (SYMBOL: FTTMX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.23 $11.48 $11.71 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.5090 CLASS B (SYMBOL: FBMIX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.23 $11.54 $11.77 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.4447 CLASS C (SYMBOL: FRMTX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.22 $11.61 $11.83 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.4441 ADVISOR CLASS (SYMBOL: N/A) CHANGE 2/28/09 7/1/08 - --------------------------- ------ ------- ------- Net Asset Value (NAV) -$0.46 $11.49 $11.95 DISTRIBUTIONS (7/1/08-2/28/09) Dividend Income $0.3440 Annual Report | 31 Performance Summary (CONTINUED) PERFORMANCE CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURNS INCLUDE MAXIMUM SALES CHARGES. CLASS A: 4.25% MAXIMUM INITIAL SALES CHARGE; CLASS B: CONTINGENT DEFERRED SALES CHARGE (CDSC) DECLINING FROM 4% TO 1% OVER SIX YEARS, AND ELIMINATED THEREAFTER; CLASS C: 1% CDSC IN FIRST YEAR ONLY; ADVISOR CLASS: NO SALES CHARGES. CLASS A 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------- Cumulative Total Return(1) +2.41% +13.77% +49.86% Average Annual Total Return(2) -1.94% +1.72% +3.67% Avg. Ann. Total Return (3/31/09)(3) -4.02% +1.86% +3.67% Distribution Rate(4) 4.26% Taxable Equivalent Distribution Rate(5) 7.04% 30-Day Standardized Yield(6) 3.54% Taxable Equivalent Yield(5) 5.69% Total Annual Operating expenses(7) 0.64% CLASS B 1-YEAR 5-YEAR INCEPTION (2/1/00) - ------- ------ ------ ------------------ Cumulative Total Return(1) +1.84% +10.72% +49.12% Average Annual Total Return(2) -2.08% +1.72% +4.50% Avg. Ann. Total Return (3/31/09)(3) -4.15% +1.83% +4.48% Distribution Rate(4) 3.89% Taxable Equivalent Distribution Rate(5) 6.42% 30-Day Standardized Yield(6) 3.10% Taxable Equivalent Yield(5) 4.99% Total Annual Operating expenses(7) 1.19% CLASS C 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------- Cumulative Total Return(1) +1.91% +10.73% +41.91% Average Annual Total Return(2) +0.93% +2.06% +3.56% Avg. Ann. Total Return (3/31/09)(3) -1.28% +2.19% +3.56% Distribution Rate(4) 3.87% Taxable Equivalent Distribution Rate(5) 6.39% 30-Day Standardized Yield(6) 3.14% Taxable Equivalent Yield(5) 5.05% Total Annual Operating Expenses(7) 1.19% ADVISOR CLASS(8) 1-YEAR 5-YEAR 10-YEAR - ---------------- ------ ------ ------- Cumulative Total Return(1) +2.57% +13.94% +50.08% Average Annual Total Return(2) +2.57% +2.64% +4.14% Avg. Ann. Total Return (3/31/09)(3) +0.39% +2.78% +4.14% Distribution Rate(4) 4.54% Taxable Equivalent Distribution Rate(5) 7.50% 30-Day Standardized Yield(6) 3.79% Taxable Equivalent Yield(5) 6.10% Total Annual Operating Expenses(7) 0.54% 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, SEE "FUNDS AND PERFORMANCE" AT franklintempleton.com OR CALL (800) 342-5236. 32 | Annual Report Performance Summary (CONTINUED) TOTAL RETURN INDEX COMPARISON FOR A HYPOTHETICAL $10,000 INVESTMENT Total return represents the change in value of an investment over the periods shown. It includes any current, applicable, maximum sales charge, Fund expenses, account fees and reinvested distributions. The unmanaged index includes reinvestment of any income or distributions. It differs from the Fund in composition and does not pay management fees or expenses. One cannot invest directly in an index. AVERAGE ANNUAL TOTAL RETURN CLASS A 2/28/09 - ------- ------- 1-Year -1.94% 5-Year +1.72% 10-Year +3.67% (PERFORMANCE GRAPH) FRANKLIN MICHIGAN TAX-FREE BARCLAYS CAPITAL DATE INCOME FUND - CLASS A MUNICIPAL BOND INDEX CPI - ---------- -------------------------- -------------------- ------- 3/1/1999 $ 9,571 $10,000 $10,000 3/31/1999 $ 9,594 $10,014 $10,030 4/30/1999 $ 9,609 $10,039 $10,103 5/31/1999 $ 9,562 $ 9,981 $10,103 6/30/1999 $ 9,443 $ 9,837 $10,103 7/31/1999 $ 9,466 $ 9,873 $10,134 8/31/1999 $ 9,363 $ 9,794 $10,158 9/30/1999 $ 9,346 $ 9,798 $10,207 10/31/1999 $ 9,257 $ 9,692 $10,225 11/30/1999 $ 9,337 $ 9,795 $10,231 12/31/1999 $ 9,272 $ 9,722 $10,231 1/31/2000 $ 9,231 $ 9,679 $10,261 2/29/2000 $ 9,321 $ 9,792 $10,322 3/31/2000 $ 9,518 $10,006 $10,407 4/30/2000 $ 9,468 $ 9,947 $10,413 5/31/2000 $ 9,418 $ 9,895 $10,426 6/30/2000 $ 9,659 $10,157 $10,480 7/31/2000 $ 9,792 $10,299 $10,505 8/31/2000 $ 9,935 $10,457 $10,505 9/30/2000 $ 9,884 $10,403 $10,559 10/31/2000 $ 9,977 $10,516 $10,578 11/30/2000 $10,045 $10,596 $10,584 12/31/2000 $10,300 $10,858 $10,578 1/31/2001 $10,368 $10,965 $10,644 2/28/2001 $10,420 $11,000 $10,687 3/31/2001 $10,514 $11,099 $10,711 4/30/2001 $10,419 $10,978 $10,754 5/31/2001 $10,514 $11,097 $10,802 6/30/2001 $10,583 $11,171 $10,821 7/31/2001 $10,731 $11,336 $10,790 8/31/2001 $10,880 $11,523 $10,790 9/30/2001 $10,852 $11,484 $10,839 10/31/2001 $10,976 $11,621 $10,802 11/30/2001 $10,894 $11,523 $10,784 12/31/2001 $10,795 $11,414 $10,742 1/31/2002 $10,982 $11,612 $10,766 2/28/2002 $11,089 $11,752 $10,809 3/31/2002 $10,880 $11,522 $10,869 4/30/2002 $11,070 $11,747 $10,930 5/31/2002 $11,124 $11,818 $10,930 6/30/2002 $11,223 $11,943 $10,936 7/31/2002 $11,360 $12,097 $10,948 8/31/2002 $11,478 $12,242 $10,985 9/30/2002 $11,717 $12,510 $11,003 10/31/2002 $11,566 $12,303 $11,021 11/30/2002 $11,536 $12,252 $11,021 12/31/2002 $11,768 $12,510 $10,997 1/31/2003 $11,747 $12,479 $11,046 2/28/2003 $11,887 $12,653 $11,131 3/31/2003 $11,912 $12,661 $11,198 4/30/2003 $12,005 $12,744 $11,173 5/31/2003 $12,291 $13,043 $11,155 6/30/2003 $12,248 $12,987 $11,167 7/31/2003 $11,817 $12,533 $11,179 8/31/2003 $11,890 $12,626 $11,222 9/30/2003 $12,169 $12,997 $11,258 10/31/2003 $12,135 $12,932 $11,246 11/30/2003 $12,268 $13,067 $11,216 12/31/2003 $12,351 $13,175 $11,204 1/31/2004 $12,435 $13,250 $11,258 2/29/2004 $12,610 $13,450 $11,319 3/31/2004 $12,555 $13,403 $11,392 4/30/2004 $12,267 $13,086 $11,429 5/31/2004 $12,233 $13,038 $11,495 6/30/2004 $12,238 $13,086 $11,532 7/31/2004 $12,375 $13,258 $11,514 8/31/2004 $12,574 $13,524 $11,520 9/30/2004 $12,641 $13,595 $11,544 10/31/2004 $12,761 $13,712 $11,605 11/30/2004 $12,653 $13,599 $11,611 12/31/2004 $12,824 $13,765 $11,568 1/31/2005 $12,955 $13,894 $11,593 2/28/2005 $12,940 $13,848 $11,660 3/31/2005 $12,873 $13,760 $11,751 4/30/2005 $13,036 $13,977 $11,830 5/31/2005 $13,147 $14,076 $11,818 6/30/2005 $13,206 $14,163 $11,824 7/31/2005 $13,179 $14,099 $11,878 8/31/2005 $13,281 $14,242 $11,939 9/30/2005 $13,211 $14,146 $12,085 10/31/2005 $13,162 $14,060 $12,109 11/30/2005 $13,221 $14,127 $12,012 12/31/2005 $13,313 $14,249 $11,964 1/31/2006 $13,340 $14,287 $12,055 2/28/2006 $13,432 $14,383 $12,079 3/31/2006 $13,361 $14,284 $12,146 4/30/2006 $13,377 $14,279 $12,249 5/31/2006 $13,415 $14,343 $12,310 6/30/2006 $13,353 $14,289 $12,334 7/31/2006 $13,502 $14,459 $12,371 8/31/2006 $13,662 $14,673 $12,395 9/30/2006 $13,745 $14,775 $12,334 10/31/2006 $13,817 $14,868 $12,267 11/30/2006 $13,923 $14,992 $12,249 12/31/2006 $13,882 $14,939 $12,267 1/31/2007 $13,863 $14,901 $12,305 2/28/2007 $14,016 $15,097 $12,371 3/31/2007 $13,997 $15,060 $12,483 4/30/2007 $14,024 $15,104 $12,564 5/31/2007 $13,982 $15,038 $12,641 6/30/2007 $13,950 $14,960 $12,666 7/31/2007 $14,046 $15,076 $12,663 8/31/2007 $14,026 $15,011 $12,639 9/30/2007 $14,194 $15,233 $12,674 10/31/2007 $14,244 $15,301 $12,701 11/30/2007 $14,342 $15,398 $12,777 12/31/2007 $14,394 $15,441 $12,768 1/31/2008 $14,528 $15,636 $12,832 2/29/2008 $14,006 $14,920 $12,869 3/31/2008 $14,343 $15,346 $12,980 4/30/2008 $14,515 $15,526 $13,059 5/31/2008 $14,590 $15,620 $13,169 6/30/2008 $14,460 $15,443 $13,302 7/31/2008 $14,499 $15,502 $13,372 8/31/2008 $14,624 $15,683 $13,318 9/30/2008 $13,782 $14,948 $13,300 10/31/2008 $13,801 $14,795 $13,166 11/30/2008 $13,791 $14,842 $12,913 12/31/2008 $13,968 $15,059 $12,780 1/31/2009 $14,231 $15,610 $12,835 2/28/2009 $14,343 $15,692 $12,899 Total Returns 43.43% 56.92% 28.99% AVERAGE ANNUAL TOTAL RETURN CLASS B 2/28/09 - ------- ------- 1-Year -2.08% 5-Year +1.72% Since Inception (2/1/00) +4.50% (PERFORMANCE GRAPH) FRANKLIN MICHIGAN TAX-FREE BARCLAYS CAPITAL MUNICIPAL DATE INCOME FUND - CLASS B BOND INDEX CPI - ---------- -------------------------- -------------------------- ------- 2/1/2000 $10,000 $10,000 $10,000 2/29/2000 $10,096 $10,116 $10,059 3/31/2000 $10,295 $10,337 $10,142 4/30/2000 $10,236 $10,276 $10,148 5/31/2000 $10,187 $10,223 $10,160 6/30/2000 $10,442 $10,494 $10,213 7/31/2000 $10,581 $10,640 $10,237 8/31/2000 $10,730 $10,804 $10,237 9/30/2000 $10,679 $10,748 $10,290 10/31/2000 $10,774 $10,865 $10,308 11/30/2000 $10,842 $10,947 $10,314 12/31/2000 $11,112 $11,217 $10,308 1/31/2001 $11,189 $11,328 $10,373 2/28/2001 $11,239 $11,364 $10,415 3/31/2001 $11,326 $11,466 $10,438 4/30/2001 $11,227 $11,342 $10,480 5/31/2001 $11,324 $11,464 $10,527 6/30/2001 $11,393 $11,541 $10,545 7/31/2001 $11,547 $11,712 $10,515 8/31/2001 $11,701 $11,905 $10,515 9/30/2001 $11,675 $11,865 $10,563 10/31/2001 $11,792 $12,006 $10,527 11/30/2001 $11,700 $11,905 $10,509 12/31/2001 $11,588 $11,792 $10,468 1/31/2002 $11,783 $11,997 $10,492 2/28/2002 $11,892 $12,141 $10,533 3/31/2002 $11,662 $11,903 $10,592 4/30/2002 $11,860 $12,136 $10,652 5/31/2002 $11,912 $12,210 $10,652 6/30/2002 $12,012 $12,339 $10,658 7/31/2002 $12,162 $12,498 $10,669 8/31/2002 $12,283 $12,648 $10,705 9/30/2002 $12,532 $12,925 $10,723 10/31/2002 $12,356 $12,711 $10,741 11/30/2002 $12,328 $12,658 $10,741 12/31/2002 $12,569 $12,925 $10,717 1/31/2003 $12,540 $12,892 $10,764 2/28/2003 $12,683 $13,072 $10,847 3/31/2003 $12,705 $13,080 $10,912 4/30/2003 $12,798 $13,167 $10,889 5/31/2003 $13,105 $13,475 $10,871 6/30/2003 $13,053 $13,418 $10,883 7/31/2003 $12,580 $12,948 $10,895 8/31/2003 $12,651 $13,045 $10,936 9/30/2003 $12,941 $13,428 $10,972 10/31/2003 $12,898 $13,360 $10,960 11/30/2003 $13,033 $13,500 $10,930 12/31/2003 $13,116 $13,611 $10,918 1/31/2004 $13,210 $13,689 $10,972 2/29/2004 $13,378 $13,895 $11,031 3/31/2004 $13,324 $13,847 $11,102 4/30/2004 $13,015 $13,519 $11,137 5/31/2004 $12,961 $13,470 $11,203 6/30/2004 $12,971 $13,519 $11,238 7/31/2004 $13,110 $13,697 $11,220 8/31/2004 $13,314 $13,971 $11,226 9/30/2004 $13,379 $14,046 $11,250 10/31/2004 $13,488 $14,166 $11,309 11/30/2004 $13,379 $14,049 $11,315 12/31/2004 $13,543 $14,221 $11,274 1/31/2005 $13,685 $14,354 $11,297 2/28/2005 $13,652 $14,306 $11,363 3/31/2005 $13,575 $14,216 $11,451 4/30/2005 $13,751 $14,440 $11,528 5/31/2005 $13,861 $14,542 $11,517 6/30/2005 $13,916 $14,632 $11,523 7/31/2005 $13,882 $14,566 $11,576 8/31/2005 $13,982 $14,713 $11,635 9/30/2005 $13,903 $14,614 $11,777 10/31/2005 $13,846 $14,526 $11,801 11/30/2005 $13,901 $14,595 $11,706 12/31/2005 $13,980 $14,721 $11,659 1/31/2006 $14,001 $14,761 $11,748 2/28/2006 $14,103 $14,860 $11,771 3/31/2006 $14,021 $14,757 $11,836 4/30/2006 $14,020 $14,752 $11,937 5/31/2006 $14,065 $14,818 $11,996 6/30/2006 $13,994 $14,762 $12,020 7/31/2006 $14,131 $14,938 $12,056 8/31/2006 $14,304 $15,159 $12,079 9/30/2006 $14,384 $15,265 $12,020 10/31/2006 $14,452 $15,361 $11,955 11/30/2006 $14,556 $15,489 $11,937 12/31/2006 $14,507 $15,434 $11,955 1/31/2007 $14,481 $15,394 $11,991 2/28/2007 $14,632 $15,597 $12,056 3/31/2007 $14,606 $15,559 $12,165 4/30/2007 $14,628 $15,605 $12,244 5/31/2007 $14,577 $15,536 $12,319 6/30/2007 $14,538 $15,455 $12,343 7/31/2007 $14,631 $15,575 $12,340 8/31/2007 $14,603 $15,508 $12,317 9/30/2007 $14,770 $15,737 $12,351 10/31/2007 $14,816 $15,807 $12,378 11/30/2007 $14,911 $15,908 $12,451 12/31/2007 $14,957 $15,952 $12,443 1/31/2008 $15,089 $16,153 $12,505 2/29/2008 $14,547 $15,414 $12,541 3/31/2008 $14,901 $15,854 $12,650 4/30/2008 $15,077 $16,040 $12,726 5/31/2008 $15,155 $16,137 $12,834 6/30/2008 $15,020 $15,955 $12,963 7/31/2008 $15,062 $16,015 $13,031 8/31/2008 $15,190 $16,203 $12,979 9/30/2008 $14,320 $15,443 $12,961 10/31/2008 $14,338 $15,285 $12,830 11/30/2008 $14,324 $15,334 $12,584 12/31/2008 $14,513 $15,558 $12,454 1/31/2009 $14,785 $16,127 $12,508 2/28/2009 $14,912 $16,212 $12,571 Total Returns 49.12% 62.12% 25.71% Annual Report | 33 Performance Summary (CONTINUED) AVERAGE ANNUAL TOTAL RETURN CLASS C 2/28/09 - ------- ------- 1-Year +0.93% 5-Year +2.06% 10-Year +3.56% (PERFORMANCE GRAPH) FRANKLIN MICHIGAN TAX-FREE BARCLAYS CAPITAL DATE INCOME FUND - CLASS C MUNICIPAL BOND INDEX CPI - ---------- -------------------------- -------------------- ------- 3/1/1999 $10,000 $10,000 $10,000 3/31/1999 $10,019 $10,014 $10,030 4/30/1999 $10,029 $10,039 $10,103 5/31/1999 $ 9,975 $ 9,981 $10,103 6/30/1999 $ 9,847 $ 9,837 $10,103 7/31/1999 $ 9,866 $ 9,873 $10,134 8/31/1999 $ 9,754 $ 9,794 $10,158 9/30/1999 $ 9,732 $ 9,798 $10,207 10/31/1999 $ 9,628 $ 9,692 $10,225 11/30/1999 $ 9,715 $ 9,795 $10,231 12/31/1999 $ 9,635 $ 9,722 $10,231 1/31/2000 $ 9,588 $ 9,679 $10,261 2/29/2000 $ 9,684 $ 9,792 $10,322 3/31/2000 $ 9,883 $10,006 $10,407 4/30/2000 $ 9,819 $ 9,947 $10,413 5/31/2000 $ 9,772 $ 9,895 $10,426 6/30/2000 $10,015 $10,157 $10,480 7/31/2000 $10,148 $10,299 $10,505 8/31/2000 $10,290 $10,457 $10,505 9/30/2000 $10,233 $10,403 $10,559 10/31/2000 $10,323 $10,516 $10,578 11/30/2000 $10,397 $10,596 $10,584 12/31/2000 $10,646 $10,858 $10,578 1/31/2001 $10,720 $10,965 $10,644 2/28/2001 $10,768 $11,000 $10,687 3/31/2001 $10,851 $11,099 $10,711 4/30/2001 $10,757 $10,978 $10,754 5/31/2001 $10,840 $11,097 $10,802 6/30/2001 $10,915 $11,171 $10,821 7/31/2001 $11,061 $11,336 $10,790 8/31/2001 $11,208 $11,523 $10,790 9/30/2001 $11,184 $11,484 $10,839 10/31/2001 $11,296 $11,621 $10,802 11/30/2001 $11,208 $11,523 $10,784 12/31/2001 $11,101 $11,414 $10,742 1/31/2002 $11,287 $11,612 $10,766 2/28/2002 $11,391 $11,752 $10,809 3/31/2002 $11,172 $11,522 $10,869 4/30/2002 $11,360 $11,747 $10,930 5/31/2002 $11,410 $11,818 $10,930 6/30/2002 $11,505 $11,943 $10,936 7/31/2002 $11,649 $12,097 $10,948 8/31/2002 $11,764 $12,242 $10,985 9/30/2002 $12,002 $12,510 $11,003 10/31/2002 $11,844 $12,303 $11,021 11/30/2002 $11,808 $12,252 $11,021 12/31/2002 $12,038 $12,510 $10,997 1/31/2003 $12,011 $12,479 $11,046 2/28/2003 $12,148 $12,653 $11,131 3/31/2003 $12,168 $12,661 $11,198 4/30/2003 $12,257 $12,744 $11,173 5/31/2003 $12,551 $13,043 $11,155 6/30/2003 $12,501 $12,987 $11,167 7/31/2003 $12,049 $12,533 $11,179 8/31/2003 $12,116 $12,626 $11,222 9/30/2003 $12,402 $12,997 $11,258 10/31/2003 $12,351 $12,932 $11,246 11/30/2003 $12,489 $13,067 $11,216 12/31/2003 $12,568 $13,175 $11,204 1/31/2004 $12,647 $13,250 $11,258 2/29/2004 $12,818 $13,450 $11,319 3/31/2004 $12,756 $13,403 $11,392 4/30/2004 $12,461 $13,086 $11,429 5/31/2004 $12,410 $13,038 $11,495 6/30/2004 $12,420 $13,086 $11,532 7/31/2004 $12,552 $13,258 $11,514 8/31/2004 $12,746 $13,524 $11,520 9/30/2004 $12,808 $13,595 $11,544 10/31/2004 $12,922 $13,712 $11,605 11/30/2004 $12,808 $13,599 $11,611 12/31/2004 $12,975 $13,765 $11,568 1/31/2005 $13,100 $13,894 $11,593 2/28/2005 $13,079 $13,848 $11,660 3/31/2005 $13,005 $13,760 $11,751 4/30/2005 $13,163 $13,977 $11,830 5/31/2005 $13,278 $14,076 $11,818 6/30/2005 $13,331 $14,163 $11,824 7/31/2005 $13,298 $14,099 $11,878 8/31/2005 $13,393 $14,242 $11,939 9/30/2005 $13,318 $14,146 $12,085 10/31/2005 $13,252 $14,060 $12,109 11/30/2005 $13,305 $14,127 $12,012 12/31/2005 $13,391 $14,249 $11,964 1/31/2006 $13,411 $14,287 $12,055 2/28/2006 $13,508 $14,383 $12,079 3/31/2006 $13,430 $14,284 $12,146 4/30/2006 $13,429 $14,279 $12,249 5/31/2006 $13,472 $14,343 $12,310 6/30/2006 $13,404 $14,289 $12,334 7/31/2006 $13,535 $14,459 $12,371 8/31/2006 $13,700 $14,673 $12,395 9/30/2006 $13,775 $14,775 $12,334 10/31/2006 $13,840 $14,868 $12,267 11/30/2006 $13,939 $14,992 $12,249 12/31/2006 $13,903 $14,939 $12,267 1/31/2007 $13,867 $14,901 $12,305 2/28/2007 $14,012 $15,097 $12,371 3/31/2007 $13,986 $15,060 $12,483 4/30/2007 $14,007 $15,104 $12,564 5/31/2007 $13,970 $15,038 $12,641 6/30/2007 $13,921 $14,960 $12,666 7/31/2007 $14,010 $15,076 $12,663 8/31/2007 $13,983 $15,011 $12,639 9/30/2007 $14,142 $15,233 $12,674 10/31/2007 $14,186 $15,301 $12,701 11/30/2007 $14,276 $15,398 $12,777 12/31/2007 $14,320 $15,441 $12,768 1/31/2008 $14,457 $15,636 $12,832 2/29/2008 $13,925 $14,920 $12,869 3/31/2008 $14,262 $15,346 $12,980 4/30/2008 $14,424 $15,526 $13,059 5/31/2008 $14,491 $15,620 $13,169 6/30/2008 $14,345 $15,443 $13,302 7/31/2008 $14,389 $15,502 $13,372 8/31/2008 $14,505 $15,683 $13,318 9/30/2008 $13,673 $14,948 $13,300 10/31/2008 $13,672 $14,795 $13,166 11/30/2008 $13,655 $14,842 $12,913 12/31/2008 $13,834 $15,059 $12,780 1/31/2009 $14,074 $15,610 $12,835 2/28/2009 $14,191 $15,692 $12,899 Total Returns 41.91% 56.92% 28.99% AVERAGE ANNUAL TOTAL RETURN ADVISOR CLASS(8) 2/28/09 - ---------------- ------- 1-Year +2.57% 5-Year +2.64% 10-Year +4.14% (PERFORMANCE GRAPH) FRANKLIN MICHIGAN TAX-FREE BARCLAYS CAPITAL DATE INCOME FUND - ADVISOR CLASS MUNICIPAL BOND INDEX CPI - ---------- --------------------------- -------------------- ------- 3/1/1999 $10,000 $10,000 $10,000 3/31/1999 $10,024 $10,014 $10,030 4/30/1999 $10,040 $10,039 $10,103 5/31/1999 $ 9,990 $ 9,981 $10,103 6/30/1999 $ 9,866 $ 9,837 $10,103 7/31/1999 $ 9,890 $ 9,873 $10,134 8/31/1999 $ 9,782 $ 9,794 $10,158 9/30/1999 $ 9,765 $ 9,798 $10,207 10/31/1999 $ 9,672 $ 9,692 $10,225 11/30/1999 $ 9,756 $ 9,795 $10,231 12/31/1999 $ 9,688 $ 9,722 $10,231 1/31/2000 $ 9,645 $ 9,679 $10,261 2/29/2000 $ 9,738 $ 9,792 $10,322 3/31/2000 $ 9,944 $10,006 $10,407 4/30/2000 $ 9,892 $ 9,947 $10,413 5/31/2000 $ 9,840 $ 9,895 $10,426 6/30/2000 $10,092 $10,157 $10,480 7/31/2000 $10,231 $10,299 $10,505 8/31/2000 $10,380 $10,457 $10,505 9/30/2000 $10,327 $10,403 $10,559 10/31/2000 $10,424 $10,516 $10,578 11/30/2000 $10,495 $10,596 $10,584 12/31/2000 $10,762 $10,858 $10,578 1/31/2001 $10,833 $10,965 $10,644 2/28/2001 $10,886 $11,000 $10,687 3/31/2001 $10,985 $11,099 $10,711 4/30/2001 $10,886 $10,978 $10,754 5/31/2001 $10,985 $11,097 $10,802 6/30/2001 $11,057 $11,171 $10,821 7/31/2001 $11,212 $11,336 $10,790 8/31/2001 $11,367 $11,523 $10,790 9/30/2001 $11,338 $11,484 $10,839 10/31/2001 $11,467 $11,621 $10,802 11/30/2001 $11,382 $11,523 $10,784 12/31/2001 $11,278 $11,414 $10,742 1/31/2002 $11,474 $11,612 $10,766 2/28/2002 $11,586 $11,752 $10,809 3/31/2002 $11,367 $11,522 $10,869 4/30/2002 $11,566 $11,747 $10,930 5/31/2002 $11,622 $11,818 $10,930 6/30/2002 $11,725 $11,943 $10,936 7/31/2002 $11,868 $12,097 $10,948 8/31/2002 $11,992 $12,242 $10,985 9/30/2002 $12,242 $12,510 $11,003 10/31/2002 $12,085 $12,303 $11,021 11/30/2002 $12,053 $12,252 $11,021 12/31/2002 $12,296 $12,510 $10,997 1/31/2003 $12,273 $12,479 $11,046 2/28/2003 $12,419 $12,653 $11,131 3/31/2003 $12,446 $12,661 $11,198 4/30/2003 $12,543 $12,744 $11,173 5/31/2003 $12,842 $13,043 $11,155 6/30/2003 $12,796 $12,987 $11,167 7/31/2003 $12,346 $12,533 $11,179 8/31/2003 $12,422 $12,626 $11,222 9/30/2003 $12,714 $12,997 $11,258 10/31/2003 $12,678 $12,932 $11,246 11/30/2003 $12,817 $13,067 $11,216 12/31/2003 $12,904 $13,175 $11,204 1/31/2004 $12,992 $13,250 $11,258 2/29/2004 $13,175 $13,450 $11,319 3/31/2004 $13,117 $13,403 $11,392 4/30/2004 $12,817 $13,086 $11,429 5/31/2004 $12,781 $13,038 $11,495 6/30/2004 $12,786 $13,086 $11,532 7/31/2004 $12,929 $13,258 $11,514 8/31/2004 $13,137 $13,524 $11,520 9/30/2004 $13,208 $13,595 $11,544 10/31/2004 $13,332 $13,712 $11,605 11/30/2004 $13,219 $13,599 $11,611 12/31/2004 $13,399 $13,765 $11,568 1/31/2005 $13,535 $13,894 $11,593 2/28/2005 $13,520 $13,848 $11,660 3/31/2005 $13,449 $13,760 $11,751 4/30/2005 $13,620 $13,977 $11,830 5/31/2005 $13,736 $14,076 $11,818 6/30/2005 $13,797 $14,163 $11,824 7/31/2005 $13,769 $14,099 $11,878 8/31/2005 $13,875 $14,242 $11,939 9/30/2005 $13,803 $14,146 $12,085 10/31/2005 $13,752 $14,060 $12,109 11/30/2005 $13,814 $14,127 $12,012 12/31/2005 $13,910 $14,249 $11,964 1/31/2006 $13,937 $14,287 $12,055 2/28/2006 $14,034 $14,383 $12,079 3/31/2006 $13,959 $14,284 $12,146 4/30/2006 $13,976 $14,279 $12,249 5/31/2006 $14,016 $14,343 $12,310 6/30/2006 $13,951 $14,289 $12,334 7/31/2006 $14,106 $14,459 $12,371 8/31/2006 $14,274 $14,673 $12,395 9/30/2006 $14,361 $14,775 $12,334 10/31/2006 $14,436 $14,868 $12,267 11/30/2006 $14,547 $14,992 $12,249 12/31/2006 $14,503 $14,939 $12,267 1/31/2007 $14,484 $14,901 $12,305 2/28/2007 $14,643 $15,097 $12,371 3/31/2007 $14,624 $15,060 $12,483 4/30/2007 $14,652 $15,104 $12,564 5/31/2007 $14,608 $15,038 $12,641 6/30/2007 $14,575 $14,960 $12,666 7/31/2007 $14,675 $15,076 $12,663 8/31/2007 $14,654 $15,011 $12,639 9/30/2007 $14,829 $15,233 $12,674 10/31/2007 $14,882 $15,301 $12,701 11/30/2007 $14,985 $15,398 $12,777 12/31/2007 $15,039 $15,441 $12,768 1/31/2008 $15,179 $15,636 $12,832 2/29/2008 $14,633 $14,920 $12,869 3/31/2008 $14,986 $15,346 $12,980 4/30/2008 $15,165 $15,526 $13,059 5/31/2008 $15,243 $15,620 $13,169 6/30/2008 $15,108 $15,443 $13,302 7/31/2008 $15,164 $15,502 $13,372 8/31/2008 $15,306 $15,683 $13,318 9/30/2008 $14,432 $14,948 $13,300 10/31/2008 $14,440 $14,795 $13,166 11/30/2008 $14,427 $14,842 $12,913 12/31/2008 $14,632 $15,059 $12,780 1/31/2009 $14,892 $15,610 $12,835 2/28/2009 $15,008 $15,692 $12,899 Total Returns 50.08% 56.92% 28.99% 34 | Annual Report Performance Summary (CONTINUED) ENDNOTES BECAUSE MUNICIPAL BONDS ARE SENSITIVE TO INTEREST RATE MOVEMENTS, THE FUND'S YIELD AND SHARE PRICE WILL FLUCTUATE WITH MARKET CONDITIONS. BOND PRICES GENERALLY MOVE IN THE OPPOSITE DIRECTION OF INTEREST RATES. THUS, AS PRICES OF BONDS IN THE FUND ADJUST TO A RISE IN INTEREST RATES, THE FUND'S SHARE PRICE MAY DECLINE. SINCE THE FUND CONCENTRATES ITS INVESTMENTS IN A SINGLE STATE, IT IS SUBJECT TO GREATER RISK OF ADVERSE ECONOMIC AND REGULATORY CHANGES IN THAT STATE THAN A GEOGRAPHICALLY DIVERSIFIED FUND. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. CLASS B: These shares have higher annual fees and expenses than Class A shares. CLASS C: Prior to 1/1/04, these shares were offered with an initial sales charge; thus actual total returns would have differed. These shares have higher annual fees and expenses than Class A shares. ADVISOR CLASS: Shares are available to certain eligible investors as described in the prospectus. (1.) Cumulative total return represents the change in value of an investment over the periods indicated. (2.) Average annual total return represents the average annual change in value of an investment over the periods indicated. (3.) In accordance with SEC rules, we provide standardized average annual total return information through the latest calendar quarter. (4.) Distribution rate is based on an annualization of the respective class's current monthly dividend and the maximum offering price (NAV for Classes B, C and Advisor) per share on 2/28/09. (5.) Taxable equivalent distribution rate and yield assume the published rates as of 12/29/08 for the maximum combined effective federal and Michigan personal income tax rate of 39.45%, based on the federal income tax rate of 35.00%. (6.) Yield, calculated as required by the SEC, is based on the earnings of the Fund's portfolio for the month ended 2/28/09. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. (8.) Effective 7/1/08, the Fund began offering Advisor Class shares, which do not have sales charges or a Rule 12b-1 plan. Performance quotations for this class reflect the following methods of calculation: (a) For periods prior to 7/1/08, a restated figure is used based upon the Fund's Class A performance, excluding the effect of Class A's maximum initial sales charge, but reflecting the effect of the Class A Rule 12b-1 fees; and (b) for periods after 6/30/08, actual Advisor Class performance is used reflecting all charges and fees applicable to that class. Since 7/1/08 (commencement of sales), the cumulative total return of Advisor Class shares was -0.92%. (9.) Source: (C) 2009 Morningstar. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. All bonds included have a minimum credit rating of at least Baa3/BBB-. They must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be dated after 12/31/90, and must be at least one year from their maturity date. Remarketed issues, taxable municipal bonds, bonds with floating rates and derivatives are excluded from the index. The index has four main bond sectors: general obligation, revenue, insured and prerefunded. The Consumer Price Index (CPI), calculated by the U.S. Bureau of Labor Statistics, is a commonly used measure of the inflation rate. Annual Report | 35 Your Fund's Expenses FRANKLIN MICHIGAN TAX-FREE INCOME FUND As a Fund shareholder, you can incur two types of costs: - - Transaction costs, including sales charges (loads) on Fund purchases; and - - 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 following table 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 first line (Actual) for each share class listed in the table provides actual account values and expenses. The "Ending Account Value" is derived from the Fund's actual return, which includes the effect of Fund expenses. 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: 1. Divide your account value by $1,000. IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6. 2. Multiply the result by the number under the heading "Expenses Paid During Period." IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 X $7.50 = $64.50. In this illustration, the estimated expenses paid this period are $64.50. HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS Information in the second line (Hypothetical) for each class in the table can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical "Ending Account Value" is based on the actual expense ratio for each class and an assumed 5% annual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. 36 | Annual Report Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES. Therefore, the second line for each class is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING VALUE 9/1/08 VALUE 2/28/09 PERIOD* 9/1/08-2/28/09 ----------------- -------------- ---------------------- CLASS A Actual $1,000 $ 980.80 $3.09 Hypothetical (5% return before expenses) $1,000 $1,021.67 $3.16 CLASS B Actual $1,000 $ 977.50 $5.79 Hypothetical (5% return before expenses) $1,000 $1,018.94 $5.91 CLASS C Actual $1,000 $ 978.40 $5.79 Hypothetical (5% return before expenses) $1,000 $1,018.94 $5.91 ADVISOR CLASS Actual $1,000 $ 980.50 $2.60 Hypothetical (5% return before expenses) $1,000 $1,022.17 $2.66 * Expenses are calculated using the most recent six-month expense ratio, annualized for each class (A: 0.63%; B: 1.18%; C: 1.18%; and Advisor: 0.53%), multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. Annual Report | 37 Franklin Minnesota Tax-Free Income Fund (formerly, Franklin Minnesota Insured Tax-Free Income Fund) YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin Minnesota Tax-Free Income Fund seeks to provide as high a level of income exempt from federal and Minnesota personal income taxes as is consistent with prudent investment management and preservation of capital by investing at least 80% of its total assets in securities that pay interest free from such taxes.(1) CREDIT QUALITY BREAKDOWN* Franklin Minnesota Tax-Free Income Fund 2/28/09 % OF TOTAL RATINGS LONG-TERM INVESTMENTS** - ------- ----------------------- AAA 42.0% AA 13.1% A 8.1% BBB 0.3% Not Rated by S&P 36.5% * Standard & Poor's (S&P) is the primary independent rating agency; Moody's is the secondary rating agency. Securities not rated by an independent rating agency are assigned comparable internal ratings. Ratings for securities not rated by S&P are in the table below. ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa 2.4% 0.2% AA or Aa 29.8% -- A 3.9% -- BBB or Baa 0.2% -- ---- --- Total 36.3% 0.2% We are pleased to bring you Franklin Minnesota Tax-Free Income Fund's annual report for the fiscal year ended February 28, 2009. (1.) For investors subject to alternative minimum tax, a small portion of Fund dividends may be taxable. Distributions of capital gains are generally taxable. To avoid imposition of 28% backup withholding on all Fund distributions and redemption proceeds, U.S. investors must be properly certified on Form W-9 and non-U.S. investors on Form W-8BEN. THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S STATEMENT OF INVESTMENTS (SOI). THE SOI BEGINS ON PAGE 97. 38 | Annual Report DIVIDEND DISTRIBUTIONS* Franklin Minnesota Tax-Free Income Fund DIVIDEND PER SHARE ----------------------- MONTH CLASS A CLASS C ----- ---------- ---------- March 2008 4.08 cents 3.51 cents April 2008 4.08 cents 3.51 cents May 2008 4.08 cents 3.51 cents June 2008 4.08 cents 3.53 cents July 2008 4.08 cents 3.53 cents August 2008 4.08 cents 3.53 cents September 2008 4.08 cents 3.54 cents October 2008 4.08 cents 3.54 cents November 2008 4.08 cents 3.54 cents December 2008 4.08 cents 3.57 cents January 2009 4.08 cents 3.57 cents February 2009 4.08 cents 3.57 cents * Assumes shares were purchased and held for the entire accrual period, which differs from the calendar month. Since dividends accrue daily, your actual distributions will vary depending on the date you purchased your shares and any account activity. All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. PERFORMANCE OVERVIEW The Fund's Class A share price, as measured by net asset value, increased from $11.51 on February 29, 2008, to $11.80 on February 28, 2009. The Fund's Class A shares paid dividends totaling 48.75 cents per share for the same period.(2) The Performance Summary beginning on page 42 shows that at the end of this reporting period the Fund's Class A shares' distribution rate was 3.97% based on an annualization of the current 4.08 cent per share dividend and the maximum offering price of $12.32 on February 28, 2009. An investor in the 2009 maximum combined effective federal and Minnesota personal income tax bracket of 40.10% would need to earn a distribution rate of 6.63% from a taxable investment to match the Fund's Class A tax-free distribution rate. For the Fund's Class C shares' performance, please see the Performance Summary. STATE UPDATE Minnesota's deep and diverse economy, a mix of manufacturing, services and trade supported by several regional economic hubs and anchored by the 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. PLEASE VISIT franklintempleton.com OR CALL (800) 342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. (2.) All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. Annual Report | 39 PORTFOLIO BREAKDOWN Franklin Minnesota Tax-Free Income Fund 2/28/09 % OF TOTAL LONG-TERM INVESTMENTS* ---------------------- General Obligation 44.7% Hospital & Health Care 14.2% Utilities 12.4% Prerefunded 9.2% Tax-Supported 5.6% Transportation 4.4% Housing 3.2% Subject to Government Appropriations 2.8% Higher Education 2.2% Other Revenue 1.3% * Does not include short-term investments and other net assets. Minneapolis-St. Paul metropolitan area, contracted in tandem with the national recession. While the state has historically lagged the nation in unemployment, this rate has grown rapidly during the current 2008-2009 biennium. Minnesota's unemployment rate for February 2009 was 8.1%, identical to the national average.(3) Personal incomes per capita remained consistently above the U.S. average, and for the past five years the state has been between 105% and 109% of the national average.(4) On the other hand, employment growth over the same time has lagged that of the nation, partly due to the fact that the state lost manufacturing jobs and has not recovered them. Minnesota's revenues -- including sales taxes, personal income taxes and corporate business taxes -- declined significantly, and state legislators adjusted revenue projections down sharply, unfortunately at a time of substantial expenditure growth for the state. In line with its long history of institutionalized best practices, the state government responded swiftly to this difficult budget environment, and special legislative sessions were called to consider fiscal remedies. During the first year of the current biennium (2008), the state identified and solved a budget gap of $935 million using a mix of both nonrecurring and recurring measures.(4) By November 2008, however, a worsening revenue picture opened up an additional budget gap of $426 million and revealed a projected budget gap of $4.8 billion for the 2010-2011 biennium, which represents an unusually large 15% of estimated revenues.(4) Like most states, Minnesota was making significant yet unpopular expenditure cuts, primarily to health and human services, but unlike most states it also expected to use some or all of its rainy day fund to close the current (2009) fiscal year gap with no reserves left for the next biennium. Thanks to long-standing internal debt control policies, the state's debt levels remained relatively low, and in line with national averages. In 2008, Minnesota ranked 26th in the nation in debt per capita and 28th in debt as a percentage of personal income.(4) However, with no easy solutions left and with massive revenue shortfalls to address for the remainder of 2009 and the upcoming biennium, the state will need to make significant adjustments to achieve a balanced budget. Based largely on Minnesota's strong financial management policies and practices that remain committed to structural balance and eventual rebuilding of reserves, independent credit rating agency Standard & Poor's maintained its rating of AAA with a stable outlook for Minnesota's general obligation bonds throughout the year under review.(5) (3.) Source: U.S. Bureau of Labor Statistics. (4.) Source: Moody's Investors Service, "New Issue: Minnesota (State of)," 1/12/09. (5.) This does not indicate Standard & Poor's rating of the Fund. 40 | Annual Report MANAGER'S DISCUSSION We used various investment strategies during the 12 months under review as we sought to maximize tax-free income for shareholders. Please read the discussion on page 6 for details. As mentioned in the Municipal Bond Market Overview beginning on page 4, over the past year the municipal bond insurance industry changed dramatically. In light of recent credit market conditions and recent and possible future downgrades of municipal bond insurers, the supply of insured Minnesota municipal securities that met the Fund's previous investment guidelines was limited. We were no longer confident we would be able to meet the Fund's non-fundamental investment policy of investing at least 80% of net assets in insured municipal securities. Therefore, the board of trustees eliminated the Fund's non-fundamental investment policy and changed its name, effective February 17, 2009. Going forward, the Fund will buy only municipal securities rated in the top four ratings by U.S. nationally recognized rating services (or comparable unrated securities). Because of its historical investment policy of investing in insured municipal securities, the Fund's portfolio consisted predominantly of insured municipal securities at fiscal year-end, and the recent changes had little effect on performance. Thank you for your continued participation in Franklin Minnesota Tax-Free Income Fund. We intend to maintain our conservative, buy-and-hold investment strategy as we attempt to provide shareholders with high, current, tax-free income. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF FEBRUARY 28, 2009, 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, STATE, 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. Annual Report | 41 Performance Summary as of 2/28/09 FRANKLIN MINNESOTA TAX-FREE INCOME FUND 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. The performance table and graphs do not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund's dividends and capital gain distributions, if any, and any unrealized gains or losses. PRICE AND DISTRIBUTION INFORMATION CLASS A (SYMBOL: FMINX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.29 $11.80 $11.51 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.4875 CLASS C (SYMBOL: FMNIX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.29 $11.89 $11.60 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.4228 PERFORMANCE CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURNS INCLUDE MAXIMUM SALES CHARGES. CLASS A: 4.25% MAXIMUM INITIAL SALES CHARGE; CLASS C: 1% CONTINGENT DEFERRED SALES CHARGE IN FIRST YEAR ONLY. CLASS A 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------- Cumulative Total Return(1) +6.90% +17.45% +52.68% Average Annual Total Return(2) +2.37% +2.38% +3.87% Avg. Ann. Total Return (3/31/09)(3) +0.23% +2.52% +3.88% Distribution Rate(4) 3.97% Taxable Equivalent Distribution Rate(5) 6.63% 30-Day Standardized Yield(6) 3.43% Taxable Equivalent Yield(5) 5.73% Total Annual Operating expenses(7) 0.67% CLASS C 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------- Cumulative Total Return(1) +6.26% +14.24% +44.61% Average Annual Total Return(2) +5.26% +2.70% +3.76% Avg. Ann. Total Return (3/31/09)(3) +3.13% +2.88% +3.77% Distribution Rate(4) 3.56% Taxable Equivalent Distribution Rate(5) 5.94% 30-Day Standardized Yield(6) 3.07% Taxable Equivalent Yield(5) 5.13% Total Annual Operating expenses(7) 1.22% 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, SEE "FUNDS AND PERFORMANCE" AT franklintempleton.com OR CALL (800) 342-5236. 42 | Annual Report Performance Summary (CONTINUED) TOTAL RETURN INDEX COMPARISON FOR A HYPOTHETICAL $10,000 INVESTMENT Total return represents the change in value of an investment over the periods shown. It includes any current, applicable, maximum sales charge, Fund expenses, account fees and reinvested distributions. The unmanaged index includes reinvestment of any income or distributions. It differs from the Fund in composition and does not pay management fees or expenses. One cannot invest directly in an index. AVERAGE ANNUAL TOTAL RETURN CLASS A 2/28/09 - ------- ------- 1-Year +2.37% 5-Year +2.38% 10-Year +3.87% (PERFORMANCE GRAPH) FRANKLIN MINNESOTA BARCLAYS TAX-FREE CAPITAL INCOME FUND - MUNICIPAL DATE CLASS A BOND INDEX CPI ---- ------------- ---------- ------- 3/1/1999 $ 9,574 $10,000 $10,000 3/31/1999 $ 9,613 $10,014 $10,030 4/30/1999 $ 9,621 $10,039 $10,103 5/31/1999 $ 9,589 $ 9,981 $10,103 6/30/1999 $ 9,456 $ 9,837 $10,103 7/31/1999 $ 9,471 $ 9,873 $10,134 8/31/1999 $ 9,341 $ 9,794 $10,158 9/30/1999 $ 9,315 $ 9,798 $10,207 10/31/1999 $ 9,168 $ 9,692 $10,225 11/30/1999 $ 9,264 $ 9,795 $10,231 12/31/1999 $ 9,173 $ 9,722 $10,231 1/31/2000 $ 9,122 $ 9,679 $10,261 2/29/2000 $ 9,253 $ 9,792 $10,322 3/31/2000 $ 9,477 $10,006 $10,407 4/30/2000 $ 9,408 $ 9,947 $10,413 5/31/2000 $ 9,324 $ 9,895 $10,426 6/30/2000 $ 9,575 $10,157 $10,480 7/31/2000 $ 9,718 $10,299 $10,505 8/31/2000 $ 9,878 $10,457 $10,505 9/30/2000 $ 9,817 $10,403 $10,559 10/31/2000 $ 9,927 $10,516 $10,578 11/30/2000 $10,012 $10,596 $10,584 12/31/2000 $10,270 $10,858 $10,578 1/31/2001 $10,346 $10,965 $10,644 2/28/2001 $10,397 $11,000 $10,687 3/31/2001 $10,492 $11,099 $10,711 4/30/2001 $10,385 $10,978 $10,754 5/31/2001 $10,481 $11,097 $10,802 6/30/2001 $10,559 $11,171 $10,821 7/31/2001 $10,691 $11,336 $10,790 8/31/2001 $10,833 $11,523 $10,790 9/30/2001 $10,795 $11,484 $10,839 10/31/2001 $10,910 $11,621 $10,802 11/30/2001 $10,854 $11,523 $10,784 12/31/2001 $10,752 $11,414 $10,742 1/31/2002 $10,905 $11,612 $10,766 2/28/2002 $11,003 $11,752 $10,809 3/31/2002 $10,845 $11,522 $10,869 4/30/2002 $11,000 $11,747 $10,930 5/31/2002 $11,063 $11,818 $10,930 6/30/2002 $11,144 $11,943 $10,936 7/31/2002 $11,264 $12,097 $10,948 8/31/2002 $11,365 $12,242 $10,985 9/30/2002 $11,588 $12,510 $11,003 10/31/2002 $11,424 $12,303 $11,021 11/30/2002 $11,402 $12,252 $11,021 12/31/2002 $11,608 $12,510 $10,997 1/31/2003 $11,614 $12,479 $11,046 2/28/2003 $11,764 $12,653 $11,131 3/31/2003 $11,778 $12,661 $11,198 4/30/2003 $11,870 $12,744 $11,173 5/31/2003 $12,146 $13,043 $11,155 6/30/2003 $12,102 $12,987 $11,167 7/31/2003 $11,715 $12,533 $11,179 8/31/2003 $11,778 $12,626 $11,222 9/30/2003 $12,058 $12,997 $11,258 10/31/2003 $11,984 $12,932 $11,246 11/30/2003 $12,107 $13,067 $11,216 12/31/2003 $12,211 $13,175 $11,204 1/31/2004 $12,285 $13,250 $11,258 2/29/2004 $12,449 $13,450 $11,319 3/31/2004 $12,422 $13,403 $11,392 4/30/2004 $12,143 $13,086 $11,429 5/31/2004 $12,097 $13,038 $11,495 6/30/2004 $12,131 $13,086 $11,532 7/31/2004 $12,267 $13,258 $11,514 8/31/2004 $12,465 $13,524 $11,520 9/30/2004 $12,540 $13,595 $11,544 10/31/2004 $12,657 $13,712 $11,605 11/30/2004 $12,557 $13,599 $11,611 12/31/2004 $12,727 $13,765 $11,568 1/31/2005 $12,856 $13,894 $11,593 2/28/2005 $12,817 $13,848 $11,660 3/31/2005 $12,747 $13,760 $11,751 4/30/2005 $12,930 $13,977 $11,830 5/31/2005 $13,007 $14,076 $11,818 6/30/2005 $13,063 $14,163 $11,824 7/31/2005 $13,012 $14,099 $11,878 8/31/2005 $13,133 $14,242 $11,939 9/30/2005 $13,038 $14,146 $12,085 10/31/2005 $12,955 $14,060 $12,109 11/30/2005 $13,032 $14,127 $12,012 12/31/2005 $13,143 $14,249 $11,964 1/31/2006 $13,167 $14,287 $12,055 2/28/2006 $13,267 $14,383 $12,079 3/31/2006 $13,170 $14,284 $12,146 4/30/2006 $13,161 $14,279 $12,249 5/31/2006 $13,196 $14,343 $12,310 6/30/2006 $13,164 $14,289 $12,334 7/31/2006 $13,299 $14,459 $12,371 8/31/2006 $13,490 $14,673 $12,395 9/30/2006 $13,582 $14,775 $12,334 10/31/2006 $13,651 $14,868 $12,267 11/30/2006 $13,777 $14,992 $12,249 12/31/2006 $13,722 $14,939 $12,267 1/31/2007 $13,701 $14,901 $12,305 2/28/2007 $13,862 $15,097 $12,371 3/31/2007 $13,818 $15,060 $12,483 4/30/2007 $13,854 $15,104 $12,564 5/31/2007 $13,798 $15,038 $12,641 6/30/2007 $13,731 $14,960 $12,666 7/31/2007 $13,826 $15,076 $12,663 8/31/2007 $13,770 $15,011 $12,639 9/30/2007 $13,969 $15,233 $12,674 10/31/2007 $14,029 $15,301 $12,701 11/30/2007 $14,101 $15,398 $12,777 12/31/2007 $14,161 $15,441 $12,768 1/31/2008 $14,256 $15,636 $12,832 2/29/2008 $13,675 $14,920 $12,869 3/31/2008 $14,044 $15,346 $12,980 4/30/2008 $14,236 $15,526 $13,059 5/31/2008 $14,308 $15,620 $13,169 6/30/2008 $14,201 $15,443 $13,302 7/31/2008 $14,238 $15,502 $13,372 8/31/2008 $14,384 $15,683 $13,318 9/30/2008 $13,705 $14,948 $13,300 10/31/2008 $13,660 $14,795 $13,166 11/30/2008 $13,708 $14,842 $12,913 12/31/2008 $14,016 $15,059 $12,780 1/31/2009 $14,473 $15,610 $12,835 2/28/2009 $14,618 $15,692 $12,899 Total Returns 46.18% 56.92% 28.99% AVERAGE ANNUAL TOTAL RETURN CLASS C 2/28/09 - ------- ------- 1-Year +5.26% 5-Year +2.70% 10-Year +3.76% (PERFORMANCE GRAPH) FRANKLIN MINNESOTA BARCLAYS TAX-FREE CAPITAL INCOME FUND - MUNICIPAL DATE CLASS C BOND INDEX CPI ---- ------------- ---------- ------- 3/1/1999 $10,000 $10,000 $10,000 3/31/1999 $10,036 $10,014 $10,030 4/30/1999 $10,048 $10,039 $10,103 5/31/1999 $10,002 $ 9,981 $10,103 6/30/1999 $ 9,858 $ 9,837 $10,103 7/31/1999 $ 9,878 $ 9,873 $10,134 8/31/1999 $ 9,730 $ 9,794 $10,158 9/30/1999 $ 9,699 $ 9,798 $10,207 10/31/1999 $ 9,541 $ 9,692 $10,225 11/30/1999 $ 9,636 $ 9,795 $10,231 12/31/1999 $ 9,537 $ 9,722 $10,231 1/31/2000 $ 9,480 $ 9,679 $10,261 2/29/2000 $ 9,612 $ 9,792 $10,322 3/31/2000 $ 9,847 $10,006 $10,407 4/30/2000 $ 9,772 $ 9,947 $10,413 5/31/2000 $ 9,680 $ 9,895 $10,426 6/30/2000 $ 9,927 $10,157 $10,480 7/31/2000 $10,078 $10,299 $10,505 8/31/2000 $10,239 $10,457 $10,505 9/30/2000 $10,171 $10,403 $10,559 10/31/2000 $10,280 $10,516 $10,578 11/30/2000 $10,353 $10,596 $10,584 12/31/2000 $10,623 $10,858 $10,578 1/31/2001 $10,697 $10,965 $10,644 2/28/2001 $10,745 $11,000 $10,687 3/31/2001 $10,837 $11,099 $10,711 4/30/2001 $10,722 $10,978 $10,754 5/31/2001 $10,815 $11,097 $10,802 6/30/2001 $10,891 $11,171 $10,821 7/31/2001 $11,030 $11,336 $10,790 8/31/2001 $11,162 $11,523 $10,790 9/30/2001 $11,118 $11,484 $10,839 10/31/2001 $11,230 $11,621 $10,802 11/30/2001 $11,168 $11,523 $10,784 12/31/2001 $11,058 $11,414 $10,742 1/31/2002 $11,218 $11,612 $10,766 2/28/2002 $11,305 $11,752 $10,809 3/31/2002 $11,147 $11,522 $10,869 4/30/2002 $11,300 $11,747 $10,930 5/31/2002 $11,349 $11,818 $10,930 6/30/2002 $11,437 $11,943 $10,936 7/31/2002 $11,553 $12,097 $10,948 8/31/2002 $11,651 $12,242 $10,985 9/30/2002 $11,874 $12,510 $11,003 10/31/2002 $11,703 $12,303 $11,021 11/30/2002 $11,676 $12,252 $11,021 12/31/2002 $11,891 $12,510 $10,997 1/31/2003 $11,882 $12,479 $11,046 2/28/2003 $12,029 $12,653 $11,131 3/31/2003 $12,038 $12,661 $11,198 4/30/2003 $12,127 $12,744 $11,173 5/31/2003 $12,402 $13,043 $11,155 6/30/2003 $12,350 $12,987 $11,167 7/31/2003 $11,951 $12,533 $11,179 8/31/2003 $12,008 $12,626 $11,222 9/30/2003 $12,285 $12,997 $11,258 10/31/2003 $12,213 $12,932 $11,246 11/30/2003 $12,332 $13,067 $11,216 12/31/2003 $12,421 $13,175 $11,204 1/31/2004 $12,491 $13,250 $11,258 2/29/2004 $12,662 $13,450 $11,319 3/31/2004 $12,620 $13,403 $11,392 4/30/2004 $12,343 $13,086 $11,429 5/31/2004 $12,290 $13,038 $11,495 6/30/2004 $12,308 $13,086 $11,532 7/31/2004 $12,450 $13,258 $11,514 8/31/2004 $12,643 $13,524 $11,520 9/30/2004 $12,713 $13,595 $11,544 10/31/2004 $12,815 $13,712 $11,605 11/30/2004 $12,719 $13,599 $11,611 12/31/2004 $12,873 $13,765 $11,568 1/31/2005 $13,007 $13,894 $11,593 2/28/2005 $12,962 $13,848 $11,660 3/31/2005 $12,886 $13,760 $11,751 4/30/2005 $13,064 $13,977 $11,830 5/31/2005 $13,135 $14,076 $11,818 6/30/2005 $13,185 $14,163 $11,824 7/31/2005 $13,139 $14,099 $11,878 8/31/2005 $13,254 $14,242 $11,939 9/30/2005 $13,143 $14,146 $12,085 10/31/2005 $13,053 $14,060 $12,109 11/30/2005 $13,125 $14,127 $12,012 12/31/2005 $13,229 $14,249 $11,964 1/31/2006 $13,247 $14,287 $12,055 2/28/2006 $13,352 $14,383 $12,079 3/31/2006 $13,238 $14,284 $12,146 4/30/2006 $13,223 $14,279 $12,249 5/31/2006 $13,252 $14,343 $12,310 6/30/2006 $13,214 $14,289 $12,334 7/31/2006 $13,343 $14,459 $12,371 8/31/2006 $13,527 $14,673 $12,395 9/30/2006 $13,623 $14,775 $12,334 10/31/2006 $13,686 $14,868 $12,267 11/30/2006 $13,794 $14,992 $12,249 12/31/2006 $13,744 $14,939 $12,267 1/31/2007 $13,706 $14,901 $12,305 2/28/2007 $13,859 $15,097 $12,371 3/31/2007 $13,821 $15,060 $12,483 4/30/2007 $13,839 $15,104 $12,564 5/31/2007 $13,777 $15,038 $12,641 6/30/2007 $13,705 $14,960 $12,666 7/31/2007 $13,804 $15,076 $12,663 8/31/2007 $13,731 $15,011 $12,639 9/30/2007 $13,922 $15,233 $12,674 10/31/2007 $13,986 $15,301 $12,701 11/30/2007 $14,050 $15,398 $12,777 12/31/2007 $14,103 $15,441 $12,768 1/31/2008 $14,191 $15,636 $12,832 2/29/2008 $13,611 $14,920 $12,869 3/31/2008 $13,969 $15,346 $12,980 4/30/2008 $14,152 $15,526 $13,059 5/31/2008 $14,216 $15,620 $13,169 6/30/2008 $14,104 $15,443 $13,302 7/31/2008 $14,134 $15,502 $13,372 8/31/2008 $14,271 $15,683 $13,318 9/30/2008 $13,596 $14,948 $13,300 10/31/2008 $13,533 $14,795 $13,166 11/30/2008 $13,586 $14,842 $12,913 12/31/2008 $13,883 $15,059 $12,780 1/31/2009 $14,325 $15,610 $12,835 2/28/2009 $14,461 $15,692 $12,899 Total Returns 44.61% 56.92% 28.99% Annual Report | 43 Performance Summary (CONTINUED) ENDNOTES BECAUSE MUNICIPAL BONDS ARE SENSITIVE TO INTEREST RATE MOVEMENTS, THE FUND'S YIELD AND SHARE PRICE WILL FLUCTUATE WITH MARKET CONDITIONS. BOND PRICES GENERALLY MOVE IN THE OPPOSITE DIRECTION OF INTEREST RATES. THUS, AS PRICES OF BONDS IN THE FUND ADJUST TO A RISE IN INTEREST RATES, THE FUND'S SHARE PRICE MAY DECLINE. SINCE THE FUND CONCENTRATES ITS INVESTMENTS IN A SINGLE STATE, IT IS SUBJECT TO GREATER RISK OF ADVERSE ECONOMIC AND REGULATORY CHANGES IN THAT STATE THAN A GEOGRAPHICALLY DIVERSIFIED FUND. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. CLASS C: Prior to 1/1/04, these shares were offered with an initial sales charge; thus actual total returns would have differed. These shares have higher annual fees and expenses than Class A shares. (1.) Cumulative total return represents the change in value of an investment over the periods indicated. (2.) Average annual total return represents the average annual change in value of an investment over the periods indicated. (3.) In accordance with SEC rules, we provide standardized average annual total return information through the latest calendar quarter. (4.) Distribution rate is based on an annualization of the respective class's current monthly dividend and the maximum offering price (NAV for Class C) per share on 2/28/09. (5.) Taxable equivalent distribution rate and yield assume the published rates as of 12/29/08 for the maximum combined effective federal and Minnesota personal income tax rate of 40.10%, based on the federal income tax rate of 35.00%. (6.) Yield, calculated as required by the SEC, is based on the earnings of the Fund's portfolio for the month ended 2/28/09. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. (8.) Source: (C) 2009 Morningstar. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. All bonds included have a minimum credit rating of at least Baa3/BBB-. They must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be dated after 12/31/90, and must be at least one year from their maturity date. Remarketed issues, taxable municipal bonds, bonds with floating rates and derivatives are excluded from the index. The index has four main bond sectors: general obligation, revenue, insured and prerefunded. The Consumer Price Index (CPI), calculated by the U.S. Bureau of Labor Statistics, is a commonly used measure of the inflation rate. 44 | Annual Report Your Fund's Expenses FRANKLIN MINNESOTA TAX-FREE INCOME FUND As a Fund shareholder, you can incur two types of costs: - - Transaction costs, including sales charges (loads) on Fund purchases; and - - 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 following table 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 first line (Actual) for each share class listed in the table provides actual account values and expenses. The "Ending Account Value" is derived from the Fund's actual return, which includes the effect of Fund expenses. 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: 1. Divide your account value by $1,000. IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6. 2. Multiply the result by the number under the heading "Expenses Paid During Period." IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 x $7.50 = $64.50. In this illustration, the estimated expenses paid this period are $64.50. HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS Information in the second line (Hypothetical) for each class in the table can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical "Ending Account Value" is based on the actual expense ratio for each class and an assumed 5% annual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. Annual Report | 45 Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES. Therefore, the second line for each class is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING VALUE 9/1/08 VALUE 2/28/09 PERIOD* 9/1/08-2/28/09 ----------------- -------------- ---------------------- CLASS A Actual $1,000 $1,016.30 $3.30 Hypothetical (5% return before expenses) $1,000 $1,021.52 $3.31 CLASS C Actual $1,000 $1,013.50 $6.04 Hypothetical (5% return before expenses) $1,000 $1,018.79 $6.06 * Expenses are calculated using the most recent six-month expense ratio, annualized for each class (A: 0.66% and C: 1.21%), multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. 46 | Annual Report Franklin Ohio Tax-Free Income Fund (formerly, Franklin Ohio Insured Tax-Free Income Fund) YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin Ohio Tax-Free Income Fund seeks to provide as high a level of income exempt from federal and Ohio personal income taxes as is consistent with prudent investment management and preservation of capital by investing at least 80% of its total assets in securities that pay interest free from such taxes.(1) CREDIT QUALITY BREAKDOWN* Franklin Ohio Tax-Free Income Fund Based on Total Long-Term Investments as of 2/28/09** (PIE CHART) AAA ................... 36.7% AA .................... 25.1% A ..................... 5.9% Not Rated by S&P ...... 32.3% * Standard & Poor's (S&P) is the primary independent rating agency; Moody's is the secondary rating agency. Securities not rated by an independent rating agency are assigned comparable internal ratings. Ratings for securities not rated by S&P are in the table below. ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa 0.3% 3.5% AA or Aa 12.4% -- A 11.6% -- BBB or Baa 3.7% 0.8% ---- --- Total 28.0% 4.3% We are pleased to bring you Franklin Ohio Tax-Free Income Fund's annual report for the fiscal year ended February 28, 2009. (1.) For investors subject to alternative minimum tax, a small portion of Fund dividends may be taxable. Distributions of capital gains are generally taxable. To avoid imposition of 28% backup withholding on all Fund distributions and redemption proceeds, U.S. investors must be properly certified on Form W-9 and non-U.S. investors on Form W-8BEN. THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S STATEMENT OF INVESTMENTS (SOI). THE SOI BEGINS ON PAGE 107. Annual Report | 47 DIVIDEND DISTRIBUTIONS* Franklin Ohio Tax-Free Income Fund DIVIDEND PER SHARE ------------------------------------------------------ MONTH CLASS A CLASS B CLASS C ADVISOR CLASS** - -------------- ---------- ---------- ---------- --------------- March 2008 4.20 cents 3.61 cents 3.59 cents -- April 2008 4.20 cents 3.61 cents 3.59 cents -- May 2008 4.20 cents 3.61 cents 3.59 cents -- June 2008 4.30 cents 3.74 cents 3.74 cents -- July 2008 4.30 cents 3.74 cents 3.74 cents 2.84 cents August 2008 4.30 cents 3.74 cents 3.74 cents 4.40 cents September 2008 4.30 cents 3.75 cents 3.74 cents 4.40 cents October 2008 4.30 cents 3.75 cents 3.74 cents 4.40 cents November 2008 4.30 cents 3.75 cents 3.74 cents 4.40 cents December 2008 4.30 cents 3.78 cents 3.78 cents 4.39 cents January 2009 4.30 cents 3.78 cents 3.78 cents 4.39 cents February 2009 4.30 cents 3.78 cents 3.78 cents 4.39 cents * Assumes shares were purchased and held for the entire accrual period, which differs from the calendar month. Since dividends accrue daily, your actual distributions will vary depending on the date you purchased your shares and any account activity. All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. ** Effective 7/1/08, the Fund began offering Advisor Class shares. See the prospectus for details. PERFORMANCE OVERVIEW The Fund's Class A share price, as measured by net asset value, increased from $11.91 on February 29, 2008, to $12.08 on February 28, 2009. The Fund's Class A shares paid dividends totaling 51.11 cents per share for the same period.(2) The Performance Summary beginning on page 51 shows that at the end of this reporting period the Fund's Class A shares' distribution rate was 4.09% based on an annualization of the current 4.30 cent per share dividend and the maximum offering price of $12.62 on February 28, 2009. An investor in the 2009 maximum combined effective federal and Ohio personal income tax bracket of 38.85% would need to earn a distribution rate of 6.69% from a taxable investment to match the Fund's Class A tax-free distribution rate. For the Fund's Class B, C and Advisor shares' performance, please see the Performance Summary. 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. PLEASE VISIT franklintempleton.com OR CALL (800) 342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. (2.) All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. 48 | Annual Report STATE UPDATE In line with other U.S. states, Ohio's economic performance has weakened substantially in the face of severe recession. Although job losses have occurred across most sectors of the state economy, they have largely reflected a significant contraction within its prominent manufacturing sector and in housing-related industries. The state's pronounced exposure to the turbulent domestic auto industry hurt employment in the manufacturing sector as beleaguered auto makers such as General Motors sought federal assistance and downsized their in-state workforces. As of February 2009, the state unemployment rate was 9.4%, which was higher than the 8.1% national rate.(3) Other risks to the Ohio economy included elevated mortgage foreclosure and delinquency rates, and a housing market contracting in tandem with the national housing downturn. The breadth of the economy's deterioration strained Ohio's available resources, tax revenue performance weakened, and the state lowered revenue forecasts repeatedly over the past year. The major area of weakness was in non-auto sales and use tax and personal income tax revenue. The state proactively responded to the shortfalls with several budget-balancing actions, including across-the-board spending reductions, expansion of the state-run lottery, planned use of cash reserves, and a heavy reliance on federal stimulus funding. The state maintained a still sizable budget stabilization reserve despite reductions authorized for use in fiscal year 2009. Extreme use of nonrecurring measures to balance Ohio's budget will make structural budget balance difficult, particularly if economic performance remains below average. The state's pension plans are reasonably well funded, but lower revenues resulting from tax-reform initiatives and higher-than-expected Medicaid costs will continue to stress Ohio's budget. Seeking to jumpstart its economy, the state approved a broad, $1.5 billion economic stimulus program, which includes issuing bonds for land conservation and economic revitalization projects.(4) Ohio's tax-supported debt, including highway debt, totaled about $9.5 billion.(4) Debt ratios were moderate relative to other states, at $827 per capita and 2.4% of personal income.(4) Ohio proactively managed its budget, retained high levels of internal liquidity, and made prompt revenue adjustments as necessary to restore balance. Independent credit rating agency Standard & Poor's assigned Ohio's general obligation debt a rating of AA+ with a stable outlook.(5) Despite recent challenges, rapid recovery in Ohio's fund balance and reserve levels over the past several years underscored the conservative financial and debt management practices that have long been central to maintaining the state's high credit rating. PORTFOLIO BREAKDOWN Franklin Ohio Tax-Free Income Fund 2/28/09 % OF TOTAL LONG-TERM INVESTMENTS* ---------------------- Prerefunded 34.2% General Obligation 22.9% Utilities 11.2% Higher Education 9.7% Hospital & Health Care 8.2% Tax-Supported 5.5% Subject to Government Appropriations 3.4% Transportation 3.0% Housing 0.9% Other Revenue 0.5% Corporate-Backed 0.5% * Does not include short-term investments and other net assets. (3.) Source: U.S. Bureau of Labor Statistics. (4.) Source: Standard & Poor's, "Summary: Ohio; General Obligation," RATINGSDIRECT, 2/20/09. (5.) This does not indicate Standard & Poor's rating of the Fund. Annual Report | 49 MANAGER'S DISCUSSION We used various investment strategies during the 12 months under review as we sought to maximize tax-free income for shareholders. Please read the discussion on page 6 for details. As mentioned in the Municipal Bond Market Overview beginning on page 4, over the past year the municipal bond insurance industry changed dramatically. In light of recent credit market conditions and recent and possible future downgrades of municipal bond insurers, the supply of insured Ohio municipal securities that met the Fund's previous investment guidelines was limited. We were no longer confident we would be able to meet the Fund's non-fundamental investment policy of investing at least 80% of net assets in insured municipal securities. Therefore, the board of trustees eliminated the Fund's non-fundamental investment policy and changed its name, effective February 17, 2009. Going forward, the Fund will buy only municipal securities rated in the top four ratings by U.S. nationally recognized rating services (or comparable unrated securities). Because of its historical investment policy of investing in insured municipal securities, the Fund's portfolio consisted predominantly of insured municipal securities at fiscal year-end, and the recent changes had little effect on performance. Thank you for your continued participation in Franklin Ohio Tax-Free Income Fund. We intend to maintain our conservative, buy-and-hold investment strategy as we attempt to provide shareholders with high, current, tax-free income. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF FEBRUARY 28, 2009, 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, STATE, 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. 50 | Annual Report Performance Summary as of 2/28/09 FRANKLIN OHIO TAX-FREE INCOME FUND 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. The performance table and graphs do not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund's dividends and capital gain distributions, if any, and any unrealized gains or losses. PRICE AND DISTRIBUTION INFORMATION CLASS A (SYMBOL: FTOIX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.17 $12.08 $11.91 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.5111 CLASS B (SYMBOL: FBOIX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.17 $12.13 $11.96 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.4449 CLASS C (SYMBOL: FOITX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.17 $12.19 $12.02 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.4441 ADVISOR CLASS (SYMBOL: N/A) CHANGE 2/28/09 7/1/08 - --------------------------- ------ ------- ------- Net Asset Value (NAV) -$0.19 $12.08 $12.27 DISTRIBUTIONS (7/1/08-2/28/09) Dividend Income $0.3475 Annual Report | 51 Performance Summary (CONTINUED) PERFORMANCE CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURNS INCLUDE MAXIMUM SALES CHARGES. CLASS A: 4.25% MAXIMUM INITIAL SALES CHARGE; CLASS B: CONTINGENT DEFERRED SALES CHARGE (CDSC) DECLINING FROM 4% TO 1% OVER SIX YEARS, AND ELIMINATED THEREAFTER; CLASS C: 1% CDSC IN FIRST YEAR ONLY; ADVISOR CLASS: NO SALES CHARGES. CLASS A 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------- ------- Cumulative Total Return(1) +5.83% +16.57% +52.36% Average Annual Total Return(2) +1.32% +2.22% +3.85% Avg. Ann. Total Return (3/31/09)(3) -1.09% +2.42% +3.87% Distribution Rate(4) 4.09% Taxable Equivalent Distribution Rate(5) 6.69% 30-Day Standardized Yield(6) 3.04% Taxable Equivalent Yield(5) 4.97% Total Annual Operating expenses(7) 0.65% INCEPTION CLASS B 1-YEAR 5-YEAR (2/1/00) - ------- ------ ------- --------- Cumulative Total Return(1) +5.22% +13.45% +52.29% Average Annual Total Return(2) +1.22% +2.21% +4.74% Avg. Ann. Total Return (3/31/09)(3) -1.34% +2.39% +4.76% Distribution Rate(4) 3.71% Taxable Equivalent Distribution Rate(5) 6.07% 30-Day Standardized Yield(6) 2.60% Taxable Equivalent Yield(5) 4.25% Total Annual Operating expenses(7) 1.20% CLASS C 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------- ------- Cumulative Total Return(1) +5.19% +13.45% +44.23% Average Annual Total Return(2) +4.19% +2.56% +3.73% Avg. Ann. Total Return (3/31/09)(3) +1.69% +2.75% +3.75% Distribution Rate(4) 3.69% Taxable Equivalent Distribution Rate(5) 6.03% 30-Day Standardized Yield(6) 2.64% Taxable Equivalent Yield(5) 4.32% Total Annual Operating expenses(7) 1.20% ADVISOR CLASS(8) 1-YEAR 5-YEAR 10-YEAR - ---------------- ------ ------- ------- Cumulative Total Return(1) +5.89% +16.65% +52.46% Average Annual Total Return(2) +5.89% +3.13% +4.31% Avg. Ann. Total Return (3/31/09)(3) +3.27% +3.31% +4.32% Distribution Rate(4) 4.37% Taxable Equivalent Distribution Rate(5) 7.17% 30-Day Standardized Yield(6) 3.27% Taxable Equivalent Yield(5) 5.37% Total Annual Operating expenses(7) 0.55% 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, SEE "FUNDS AND PERFORMANCE" AT franklintempleton.com OR CALL (800) 342-5236. 52 | Annual Report Performance Summary (CONTINUED) TOTAL RETURN INDEX COMPARISON FOR A HYPOTHETICAL $10,000 INVESTMENT Total return represents the change in value of an investment over the periods shown. It includes any current, applicable, maximum sales charge, Fund expenses, account fees and reinvested distributions. The unmanaged index includes reinvestment of any income or distributions. It differs from the Fund in composition and does not pay management fees or expenses. One cannot invest directly in an index. AVERAGE ANNUAL TOTAL RETURN CLASS A 2/28/09 - ------- ------- 1-Year +1.32% 5-Year +2.22% 10-Year +3.85% (PERFORMANCE GRAPH) FRANKLIN OHIO BARCLAYS TAX-FREE CAPITAL INCOME FUND - MUNICIPAL DATE CLASS A BOND INDEX CPI ---- ------------- ---------- ------- 3/1/1999 $ 9,578 $10,000 $10,000 3/31/1999 $ 9,610 $10,014 $10,030 4/30/1999 $ 9,626 $10,039 $10,103 5/31/1999 $ 9,572 $ 9,981 $10,103 6/30/1999 $ 9,453 $ 9,837 $10,103 7/31/1999 $ 9,469 $ 9,873 $10,134 8/31/1999 $ 9,351 $ 9,794 $10,158 9/30/1999 $ 9,351 $ 9,798 $10,207 10/31/1999 $ 9,233 $ 9,692 $10,225 11/30/1999 $ 9,312 $ 9,795 $10,231 12/31/1999 $ 9,232 $ 9,722 $10,231 1/31/2000 $ 9,192 $ 9,679 $10,261 2/29/2000 $ 9,305 $ 9,792 $10,322 3/31/2000 $ 9,508 $10,006 $10,407 4/30/2000 $ 9,451 $ 9,947 $10,413 5/31/2000 $ 9,411 $ 9,895 $10,426 6/30/2000 $ 9,633 $10,157 $10,480 7/31/2000 $ 9,773 $10,299 $10,505 8/31/2000 $ 9,914 $10,457 $10,505 9/30/2000 $ 9,864 $10,403 $10,559 10/31/2000 $ 9,948 $10,516 $10,578 11/30/2000 $10,032 $10,596 $10,584 12/31/2000 $10,285 $10,858 $10,578 1/31/2001 $10,344 $10,965 $10,644 2/28/2001 $10,378 $11,000 $10,687 3/31/2001 $10,464 $11,099 $10,711 4/30/2001 $10,362 $10,978 $10,754 5/31/2001 $10,448 $11,097 $10,802 6/30/2001 $10,517 $11,171 $10,821 7/31/2001 $10,656 $11,336 $10,790 8/31/2001 $10,813 $11,523 $10,790 9/30/2001 $10,804 $11,484 $10,839 10/31/2001 $10,910 $11,621 $10,802 11/30/2001 $10,857 $11,523 $10,784 12/31/2001 $10,769 $11,414 $10,742 1/31/2002 $10,936 $11,612 $10,766 2/28/2002 $11,043 $11,752 $10,809 3/31/2002 $10,872 $11,522 $10,869 4/30/2002 $11,034 $11,747 $10,930 5/31/2002 $11,087 $11,818 $10,930 6/30/2002 $11,186 $11,943 $10,936 7/31/2002 $11,294 $12,097 $10,948 8/31/2002 $11,402 $12,242 $10,985 9/30/2002 $11,621 $12,510 $11,003 10/31/2002 $11,463 $12,303 $11,021 11/30/2002 $11,443 $12,252 $11,021 12/31/2002 $11,664 $12,510 $10,997 1/31/2003 $11,644 $12,479 $11,046 2/28/2003 $11,791 $12,653 $11,131 3/31/2003 $11,808 $12,661 $11,198 4/30/2003 $11,909 $12,744 $11,173 5/31/2003 $12,180 $13,043 $11,155 6/30/2003 $12,138 $12,987 $11,167 7/31/2003 $11,706 $12,533 $11,179 8/31/2003 $11,777 $12,626 $11,222 9/30/2003 $12,031 $12,997 $11,258 10/31/2003 $11,997 $12,932 $11,246 11/30/2003 $12,147 $13,067 $11,216 12/31/2003 $12,240 $13,175 $11,204 1/31/2004 $12,332 $13,250 $11,258 2/29/2004 $12,522 $13,450 $11,319 3/31/2004 $12,468 $13,403 $11,392 4/30/2004 $12,158 $13,086 $11,429 5/31/2004 $12,104 $13,038 $11,495 6/30/2004 $12,121 $13,086 $11,532 7/31/2004 $12,275 $13,258 $11,514 8/31/2004 $12,509 $13,524 $11,520 9/30/2004 $12,584 $13,595 $11,544 10/31/2004 $12,720 $13,712 $11,605 11/30/2004 $12,593 $13,599 $11,611 12/31/2004 $12,780 $13,765 $11,568 1/31/2005 $12,948 $13,894 $11,593 2/28/2005 $12,912 $13,848 $11,660 3/31/2005 $12,835 $13,760 $11,751 4/30/2005 $13,036 $13,977 $11,830 5/31/2005 $13,133 $14,076 $11,818 6/30/2005 $13,210 $14,163 $11,824 7/31/2005 $13,142 $14,099 $11,878 8/31/2005 $13,262 $14,242 $11,939 9/30/2005 $13,162 $14,146 $12,085 10/31/2005 $13,083 $14,060 $12,109 11/30/2005 $13,161 $14,127 $12,012 12/31/2005 $13,271 $14,249 $11,964 1/31/2006 $13,297 $14,287 $12,055 2/28/2006 $13,429 $14,383 $12,079 3/31/2006 $13,327 $14,284 $12,146 4/30/2006 $13,331 $14,279 $12,249 5/31/2006 $13,367 $14,343 $12,310 6/30/2006 $13,296 $14,289 $12,334 7/31/2006 $13,451 $14,459 $12,371 8/31/2006 $13,639 $14,673 $12,395 9/30/2006 $13,719 $14,775 $12,334 10/31/2006 $13,822 $14,868 $12,267 11/30/2006 $13,947 $14,992 $12,249 12/31/2006 $13,907 $14,939 $12,267 1/31/2007 $13,855 $14,901 $12,305 2/28/2007 $14,047 $15,097 $12,371 3/31/2007 $13,995 $15,060 $12,483 4/30/2007 $14,032 $15,104 $12,564 5/31/2007 $13,980 $15,038 $12,641 6/30/2007 $13,909 $14,960 $12,666 7/31/2007 $14,012 $15,076 $12,663 8/31/2007 $13,959 $15,011 $12,639 9/30/2007 $14,165 $15,233 $12,674 10/31/2007 $14,236 $15,301 $12,701 11/30/2007 $14,341 $15,398 $12,777 12/31/2007 $14,378 $15,441 $12,768 1/31/2008 $14,483 $15,636 $12,832 2/29/2008 $13,791 $14,920 $12,869 3/31/2008 $14,210 $15,346 $12,980 4/30/2008 $14,421 $15,526 $13,059 5/31/2008 $14,528 $15,620 $13,169 6/30/2008 $14,356 $15,443 $13,302 7/31/2008 $14,430 $15,502 $13,372 8/31/2008 $14,551 $15,683 $13,318 9/30/2008 $13,702 $14,948 $13,300 10/31/2008 $13,744 $14,795 $13,166 11/30/2008 $13,783 $14,842 $12,913 12/31/2008 $14,146 $15,059 $12,780 1/31/2009 $14,461 $15,610 $12,835 2/28/2009 $14,593 $15,692 $12,899 Total Returns 45.93% 56.92% 28.99% AVERAGE ANNUAL TOTAL RETURN CLASS B 2/28/09 - ------- ------- 1-Year +1.22% 5-Year +2.21% Since Inception (2/1/00) +4.74% (PERFORMANCE GRAPH) FRANKLIN OHIO BARCLAYS TAX-FREE CAPITAL INCOME FUND - MUNICIPAL DATE CLASS B BOND INDEX CPI ---- ------------- ---------- ------- 2/1/2000 $10,000 $10,000 $10,000 2/29/2000 $10,104 $10,116 $10,059 3/31/2000 $10,319 $10,337 $10,142 4/30/2000 $10,262 $10,276 $10,148 5/31/2000 $10,214 $10,223 $10,160 6/30/2000 $10,458 $10,494 $10,213 7/31/2000 $10,596 $10,640 $10,237 8/31/2000 $10,752 $10,804 $10,237 9/30/2000 $10,694 $10,748 $10,290 10/31/2000 $10,779 $10,865 $10,308 11/30/2000 $10,874 $10,947 $10,314 12/31/2000 $11,133 $11,217 $10,308 1/31/2001 $11,192 $11,328 $10,373 2/28/2001 $11,224 $11,364 $10,415 3/31/2001 $11,310 $11,466 $10,438 4/30/2001 $11,195 $11,342 $10,480 5/31/2001 $11,291 $11,464 $10,527 6/30/2001 $11,361 $11,541 $10,545 7/31/2001 $11,505 $11,712 $10,515 8/31/2001 $11,669 $11,905 $10,515 9/30/2001 $11,655 $11,865 $10,563 10/31/2001 $11,763 $12,006 $10,527 11/30/2001 $11,701 $11,905 $10,509 12/31/2001 $11,600 $11,792 $10,468 1/31/2002 $11,784 $11,997 $10,492 2/28/2002 $11,883 $12,141 $10,533 3/31/2002 $11,705 $11,903 $10,592 4/30/2002 $11,862 $12,136 $10,652 5/31/2002 $11,915 $12,210 $10,652 6/30/2002 $12,015 $12,339 $10,658 7/31/2002 $12,135 $12,498 $10,669 8/31/2002 $12,236 $12,648 $10,705 9/30/2002 $12,473 $12,925 $10,723 10/31/2002 $12,299 $12,711 $10,741 11/30/2002 $12,272 $12,658 $10,741 12/31/2002 $12,503 $12,925 $10,717 1/31/2003 $12,475 $12,892 $10,764 2/28/2003 $12,627 $13,072 $10,847 3/31/2003 $12,638 $13,080 $10,912 4/30/2003 $12,740 $13,167 $10,889 5/31/2003 $13,034 $13,475 $10,871 6/30/2003 $12,973 $13,418 $10,883 7/31/2003 $12,507 $12,948 $10,895 8/31/2003 $12,577 $13,045 $10,936 9/30/2003 $12,841 $13,428 $10,972 10/31/2003 $12,799 $13,360 $10,960 11/30/2003 $12,952 $13,500 $10,930 12/31/2003 $13,045 $13,611 $10,918 1/31/2004 $13,137 $13,689 $10,972 2/29/2004 $13,333 $13,895 $11,031 3/31/2004 $13,269 $13,847 $11,102 4/30/2004 $12,935 $13,519 $11,137 5/31/2004 $12,871 $13,470 $11,203 6/30/2004 $12,884 $13,519 $11,238 7/31/2004 $13,051 $13,697 $11,220 8/31/2004 $13,282 $13,971 $11,226 9/30/2004 $13,356 $14,046 $11,250 10/31/2004 $13,493 $14,166 $11,309 11/30/2004 $13,364 $14,049 $11,315 12/31/2004 $13,555 $14,221 $11,274 1/31/2005 $13,715 $14,354 $11,297 2/28/2005 $13,671 $14,306 $11,363 3/31/2005 $13,583 $14,216 $11,451 4/30/2005 $13,799 $14,440 $11,528 5/31/2005 $13,896 $14,542 $11,517 6/30/2005 $13,960 $14,632 $11,523 7/31/2005 $13,893 $14,566 $11,576 8/31/2005 $14,013 $14,713 $11,635 9/30/2005 $13,901 $14,614 $11,777 10/31/2005 $13,812 $14,526 $11,801 11/30/2005 $13,877 $14,595 $11,706 12/31/2005 $13,997 $14,721 $11,659 1/31/2006 $14,007 $14,761 $11,748 2/28/2006 $14,139 $14,860 $11,771 3/31/2006 $14,036 $14,757 $11,836 4/30/2006 $14,034 $14,752 $11,937 5/31/2006 $14,066 $14,818 $11,996 6/30/2006 $13,973 $14,762 $12,020 7/31/2006 $14,140 $14,938 $12,056 8/31/2006 $14,319 $15,159 $12,079 9/30/2006 $14,408 $15,265 $12,020 10/31/2006 $14,498 $15,361 $11,955 11/30/2006 $14,634 $15,489 $11,937 12/31/2006 $14,585 $15,434 $11,955 1/31/2007 $14,525 $15,394 $11,991 2/28/2007 $14,719 $15,597 $12,056 3/31/2007 $14,658 $15,559 $12,165 4/30/2007 $14,690 $15,605 $12,244 5/31/2007 $14,616 $15,536 $12,319 6/30/2007 $14,547 $15,455 $12,343 7/31/2007 $14,649 $15,575 $12,340 8/31/2007 $14,574 $15,508 $12,317 9/30/2007 $14,794 $15,737 $12,351 10/31/2007 $14,861 $15,807 $12,378 11/30/2007 $14,951 $15,908 $12,451 12/31/2007 $14,983 $15,952 $12,443 1/31/2008 $15,097 $16,153 $12,505 2/29/2008 $14,377 $15,414 $12,541 3/31/2008 $14,815 $15,854 $12,650 4/30/2008 $15,035 $16,040 $12,726 5/31/2008 $15,147 $16,137 $12,834 6/30/2008 $14,969 $15,955 $12,963 7/31/2008 $15,046 $16,015 $13,031 8/31/2008 $15,171 $16,203 $12,979 9/30/2008 $14,290 $15,443 $12,961 10/31/2008 $14,333 $15,285 $12,830 11/30/2008 $14,369 $15,334 $12,584 12/31/2008 $14,752 $15,558 $12,454 1/31/2009 $15,078 $16,127 $12,508 2/28/2009 $15,229 $16,212 $12,571 Total Returns 52.29% 62.12% 25.71% Annual Report | 53 Performance Summary (CONTINUED) AVERAGE ANNUAL TOTAL RETURN CLASS C 2/28/09 - ------- ------- 1-Year +4.19% 5-Year +2.56% 10-Year +3.73% (PERFORMANCE GRAPH) FRANKLIN OHIO BARCLAYS TAX-FREE CAPITAL INCOME FUND - MUNICIPAL DATE CLASS C BOND INDEX CPI ---- ------------- ---------- ------- 3/1/1999 $10,000 $10,000 $10,000 3/31/1999 $10,028 $10,014 $10,030 4/30/1999 $10,040 $10,039 $10,103 5/31/1999 $ 9,980 $ 9,981 $10,103 6/30/1999 $ 9,852 $ 9,837 $10,103 7/31/1999 $ 9,863 $ 9,873 $10,134 8/31/1999 $ 9,737 $ 9,794 $10,158 9/30/1999 $ 9,724 $ 9,798 $10,207 10/31/1999 $ 9,605 $ 9,692 $10,225 11/30/1999 $ 9,682 $ 9,795 $10,231 12/31/1999 $ 9,596 $ 9,722 $10,231 1/31/2000 $ 9,542 $ 9,679 $10,261 2/29/2000 $ 9,654 $ 9,792 $10,322 3/31/2000 $ 9,859 $10,006 $10,407 4/30/2000 $ 9,796 $ 9,947 $10,413 5/31/2000 $ 9,751 $ 9,895 $10,426 6/30/2000 $ 9,983 $10,157 $10,480 7/31/2000 $10,123 $10,299 $10,505 8/31/2000 $10,263 $10,457 $10,505 9/30/2000 $10,207 $10,403 $10,559 10/31/2000 $10,289 $10,516 $10,578 11/30/2000 $10,371 $10,596 $10,584 12/31/2000 $10,625 $10,858 $10,578 1/31/2001 $10,681 $10,965 $10,644 2/28/2001 $10,712 $11,000 $10,687 3/31/2001 $10,794 $11,099 $10,711 4/30/2001 $10,684 $10,978 $10,754 5/31/2001 $10,776 $11,097 $10,802 6/30/2001 $10,842 $11,171 $10,821 7/31/2001 $10,980 $11,336 $10,790 8/31/2001 $11,135 $11,523 $10,790 9/30/2001 $11,122 $11,484 $10,839 10/31/2001 $11,225 $11,621 $10,802 11/30/2001 $11,166 $11,523 $10,784 12/31/2001 $11,070 $11,414 $10,742 1/31/2002 $11,236 $11,612 $10,766 2/28/2002 $11,339 $11,752 $10,809 3/31/2002 $11,160 $11,522 $10,869 4/30/2002 $11,319 $11,747 $10,930 5/31/2002 $11,369 $11,818 $10,930 6/30/2002 $11,464 $11,943 $10,936 7/31/2002 $11,578 $12,097 $10,948 8/31/2002 $11,674 $12,242 $10,985 9/30/2002 $11,900 $12,510 $11,003 10/31/2002 $11,735 $12,303 $11,021 11/30/2002 $11,709 $12,252 $11,021 12/31/2002 $11,928 $12,510 $10,997 1/31/2003 $11,903 $12,479 $11,046 2/28/2003 $12,047 $12,653 $11,131 3/31/2003 $12,049 $12,661 $11,198 4/30/2003 $12,156 $12,744 $11,173 5/31/2003 $12,426 $13,043 $11,155 6/30/2003 $12,377 $12,987 $11,167 7/31/2003 $11,923 $12,533 $11,179 8/31/2003 $11,999 $12,626 $11,222 9/30/2003 $12,249 $12,997 $11,258 10/31/2003 $12,209 $12,932 $11,246 11/30/2003 $12,354 $13,067 $11,216 12/31/2003 $12,443 $13,175 $11,204 1/31/2004 $12,530 $13,250 $11,258 2/29/2004 $12,716 $13,450 $11,319 3/31/2004 $12,656 $13,403 $11,392 4/30/2004 $12,339 $13,086 $11,429 5/31/2004 $12,279 $13,038 $11,495 6/30/2004 $12,290 $13,086 $11,532 7/31/2004 $12,439 $13,258 $11,514 8/31/2004 $12,669 $13,524 $11,520 9/30/2004 $12,748 $13,595 $11,544 10/31/2004 $12,879 $13,712 $11,605 11/30/2004 $12,746 $13,599 $11,611 12/31/2004 $12,928 $13,765 $11,568 1/31/2005 $13,090 $13,894 $11,593 2/28/2005 $13,048 $13,848 $11,660 3/31/2005 $12,955 $13,760 $11,751 4/30/2005 $13,161 $13,977 $11,830 5/31/2005 $13,262 $14,076 $11,818 6/30/2005 $13,323 $14,163 $11,824 7/31/2005 $13,249 $14,099 $11,878 8/31/2005 $13,373 $14,242 $11,939 9/30/2005 $13,257 $14,146 $12,085 10/31/2005 $13,171 $14,060 $12,109 11/30/2005 $13,243 $14,127 $12,012 12/31/2005 $13,347 $14,249 $11,964 1/31/2006 $13,367 $14,287 $12,055 2/28/2006 $13,493 $14,383 $12,079 3/31/2006 $13,395 $14,284 $12,146 4/30/2006 $13,382 $14,279 $12,249 5/31/2006 $13,412 $14,343 $12,310 6/30/2006 $13,335 $14,289 $12,334 7/31/2006 $13,483 $14,459 $12,371 8/31/2006 $13,663 $14,673 $12,395 9/30/2006 $13,748 $14,775 $12,334 10/31/2006 $13,834 $14,868 $12,267 11/30/2006 $13,963 $14,992 $12,249 12/31/2006 $13,905 $14,939 $12,267 1/31/2007 $13,858 $14,901 $12,305 2/28/2007 $14,042 $15,097 $12,371 3/31/2007 $13,984 $15,060 $12,483 4/30/2007 $14,014 $15,104 $12,564 5/31/2007 $13,945 $15,038 $12,641 6/30/2007 $13,879 $14,960 $12,666 7/31/2007 $13,975 $15,076 $12,663 8/31/2007 $13,904 $15,011 $12,639 9/30/2007 $14,113 $15,233 $12,674 10/31/2007 $14,176 $15,301 $12,701 11/30/2007 $14,274 $15,398 $12,777 12/31/2007 $14,304 $15,441 $12,768 1/31/2008 $14,401 $15,636 $12,832 2/29/2008 $13,713 $14,920 $12,869 3/31/2008 $14,118 $15,346 $12,980 4/30/2008 $14,320 $15,526 $13,059 5/31/2008 $14,418 $15,620 $13,169 6/30/2008 $14,254 $15,443 $13,302 7/31/2008 $14,308 $15,502 $13,372 8/31/2008 $14,421 $15,683 $13,318 9/30/2008 $13,580 $14,948 $13,300 10/31/2008 $13,615 $14,795 $13,166 11/30/2008 $13,634 $14,842 $12,913 12/31/2008 $14,008 $15,059 $12,780 1/31/2009 $14,311 $15,610 $12,835 2/28/2009 $14,423 $15,692 $12,899 Total Returns 44.23% 56.92% 28.99% AVERAGE ANNUAL TOTAL RETURN ADVISOR CLASS(8) 2/28/09 - ---------------- ------- 1-Year +5.89% 5-Year +3.13% 10-Year +4.31% (PERFORMANCE GRAPH) FRANKLIN OHIO BARCLAYS TAX-FREE CAPITAL INCOME FUND - MUNICIPAL DATE ADVISOR CLASS BOND INDEX CPI ---- ------------- ---------- ------- 3/1/1999 $10,000 $10,000 $10,000 3/31/1999 $10,033 $10,014 $10,030 4/30/1999 $10,050 $10,039 $10,103 5/31/1999 $ 9,994 $ 9,981 $10,103 6/30/1999 $ 9,870 $ 9,837 $10,103 7/31/1999 $ 9,886 $ 9,873 $10,134 8/31/1999 $ 9,763 $ 9,794 $10,158 9/30/1999 $ 9,763 $ 9,798 $10,207 10/31/1999 $ 9,639 $ 9,692 $10,225 11/30/1999 $ 9,722 $ 9,795 $10,231 12/31/1999 $ 9,639 $ 9,722 $10,231 1/31/2000 $ 9,597 $ 9,679 $10,261 2/29/2000 $ 9,715 $ 9,792 $10,322 3/31/2000 $ 9,927 $10,006 $10,407 4/30/2000 $ 9,868 $ 9,947 $10,413 5/31/2000 $ 9,826 $ 9,895 $10,426 6/30/2000 $10,057 $10,157 $10,480 7/31/2000 $10,203 $10,299 $10,505 8/31/2000 $10,351 $10,457 $10,505 9/30/2000 $10,299 $10,403 $10,559 10/31/2000 $10,386 $10,516 $10,578 11/30/2000 $10,474 $10,596 $10,584 12/31/2000 $10,738 $10,858 $10,578 1/31/2001 $10,800 $10,965 $10,644 2/28/2001 $10,835 $11,000 $10,687 3/31/2001 $10,924 $11,099 $10,711 4/30/2001 $10,818 $10,978 $10,754 5/31/2001 $10,908 $11,097 $10,802 6/30/2001 $10,980 $11,171 $10,821 7/31/2001 $11,125 $11,336 $10,790 8/31/2001 $11,289 $11,523 $10,790 9/30/2001 $11,280 $11,484 $10,839 10/31/2001 $11,390 $11,621 $10,802 11/30/2001 $11,335 $11,523 $10,784 12/31/2001 $11,243 $11,414 $10,742 1/31/2002 $11,418 $11,612 $10,766 2/28/2002 $11,529 $11,752 $10,809 3/31/2002 $11,351 $11,522 $10,869 4/30/2002 $11,519 $11,747 $10,930 5/31/2002 $11,576 $11,818 $10,930 6/30/2002 $11,678 $11,943 $10,936 7/31/2002 $11,791 $12,097 $10,948 8/31/2002 $11,905 $12,242 $10,985 9/30/2002 $12,132 $12,510 $11,003 10/31/2002 $11,968 $12,303 $11,021 11/30/2002 $11,947 $12,252 $11,021 12/31/2002 $12,178 $12,510 $10,997 1/31/2003 $12,157 $12,479 $11,046 2/28/2003 $12,311 $12,653 $11,131 3/31/2003 $12,328 $12,661 $11,198 4/30/2003 $12,433 $12,744 $11,173 5/31/2003 $12,716 $13,043 $11,155 6/30/2003 $12,672 $12,987 $11,167 7/31/2003 $12,221 $12,533 $11,179 8/31/2003 $12,296 $12,626 $11,222 9/30/2003 $12,560 $12,997 $11,258 10/31/2003 $12,526 $12,932 $11,246 11/30/2003 $12,681 $13,067 $11,216 12/31/2003 $12,779 $13,175 $11,204 1/31/2004 $12,875 $13,250 $11,258 2/29/2004 $13,073 $13,450 $11,319 3/31/2004 $13,017 $13,403 $11,392 4/30/2004 $12,693 $13,086 $11,429 5/31/2004 $12,637 $13,038 $11,495 6/30/2004 $12,655 $13,086 $11,532 7/31/2004 $12,816 $13,258 $11,514 8/31/2004 $13,060 $13,524 $11,520 9/30/2004 $13,138 $13,595 $11,544 10/31/2004 $13,280 $13,712 $11,605 11/30/2004 $13,148 $13,599 $11,611 12/31/2004 $13,343 $13,765 $11,568 1/31/2005 $13,518 $13,894 $11,593 2/28/2005 $13,480 $13,848 $11,660 3/31/2005 $13,401 $13,760 $11,751 4/30/2005 $13,610 $13,977 $11,830 5/31/2005 $13,712 $14,076 $11,818 6/30/2005 $13,792 $14,163 $11,824 7/31/2005 $13,721 $14,099 $11,878 8/31/2005 $13,846 $14,242 $11,939 9/30/2005 $13,741 $14,146 $12,085 10/31/2005 $13,659 $14,060 $12,109 11/30/2005 $13,740 $14,127 $12,012 12/31/2005 $13,856 $14,249 $11,964 1/31/2006 $13,883 $14,287 $12,055 2/28/2006 $14,021 $14,383 $12,079 3/31/2006 $13,913 $14,284 $12,146 4/30/2006 $13,918 $14,279 $12,249 5/31/2006 $13,956 $14,343 $12,310 6/30/2006 $13,881 $14,289 $12,334 7/31/2006 $14,043 $14,459 $12,371 8/31/2006 $14,239 $14,673 $12,395 9/30/2006 $14,323 $14,775 $12,334 10/31/2006 $14,431 $14,868 $12,267 11/30/2006 $14,562 $14,992 $12,249 12/31/2006 $14,519 $14,939 $12,267 1/31/2007 $14,465 $14,901 $12,305 2/28/2007 $14,666 $15,097 $12,371 3/31/2007 $14,612 $15,060 $12,483 4/30/2007 $14,650 $15,104 $12,564 5/31/2007 $14,596 $15,038 $12,641 6/30/2007 $14,521 $14,960 $12,666 7/31/2007 $14,629 $15,076 $12,663 8/31/2007 $14,573 $15,011 $12,639 9/30/2007 $14,789 $15,233 $12,674 10/31/2007 $14,863 $15,301 $12,701 11/30/2007 $14,973 $15,398 $12,777 12/31/2007 $15,011 $15,441 $12,768 1/31/2008 $15,121 $15,636 $12,832 2/29/2008 $14,398 $14,920 $12,869 3/31/2008 $14,836 $15,346 $12,980 4/30/2008 $15,056 $15,526 $13,059 5/31/2008 $15,168 $15,620 $13,169 6/30/2008 $14,989 $15,443 $13,302 7/31/2008 $15,068 $15,502 $13,372 8/31/2008 $15,195 $15,683 $13,318 9/30/2008 $14,312 $14,948 $13,300 10/31/2008 $14,344 $14,795 $13,166 11/30/2008 $14,381 $14,842 $12,913 12/31/2008 $14,779 $15,059 $12,780 1/31/2009 $15,107 $15,610 $12,835 2/28/2009 $15,246 $15,692 $12,899 Total Returns 52.46% 56.92% 28.99% 54 | Annual Report Performance Summary (CONTINUED) ENDNOTES BECAUSE MUNICIPAL BONDS ARE SENSITIVE TO INTEREST RATE MOVEMENTS, THE FUND'S YIELD AND SHARE PRICE WILL FLUCTUATE WITH MARKET CONDITIONS. BOND PRICES GENERALLY MOVE IN THE OPPOSITE DIRECTION OF INTEREST RATES. THUS, AS PRICES OF BONDS IN THE FUND ADJUST TO A RISE IN INTEREST RATES, THE FUND'S SHARE PRICE MAY DECLINE. SINCE THE FUND CONCENTRATES ITS INVESTMENTS IN A SINGLE STATE, IT IS SUBJECT TO GREATER RISK OF ADVERSE ECONOMIC AND REGULATORY CHANGES IN THAT STATE THAN A GEOGRAPHICALLY DIVERSIFIED FUND. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. CLASS B: These shares have higher annual fees and expenses than Class A shares. CLASS C: Prior to 1/1/04, these shares were offered with an initial sales charge; thus actual total returns would have differed. These shares have higher annual fees and expenses than Class A shares. ADVISOR CLASS: Shares are available to certain eligible investors as described in the prospectus. (1.) Cumulative total return represents the change in value of an investment over the periods indicated. (2.) Average annual total return represents the average annual change in value of an investment over the periods indicated. (3.) In accordance with SEC rules, we provide standardized average annual total return information through the latest calendar quarter. (4.) Distribution rate is based on an annualization of the respective class's current monthly dividend and the maximum offering price (NAV for Classes B, C and Advisor) per share on 2/28/09. (5.) Taxable equivalent distribution rate and yield assume the published rates as of 12/29/08 for the maximum combined effective federal and Ohio personal income tax rate of 38.85%, based on the federal income tax rate of 35.00%. (6.) Yield, calculated as required by the SEC, is based on the earnings of the Fund's portfolio for the month ended 2/28/09. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. (8.) Effective 7/1/08, the Fund began offering Advisor Class shares, which do not have sales charges or a Rule 12b-1 plan. Performance quotations for this class reflect the following methods of calculation: (a) For periods prior to 7/1/08, a restated figure is used based upon the Fund's Class A performance, excluding the effect of Class A's maximum initial sales charge, but reflecting the effect of the Class A Rule 12b-1 fees; and (b) for periods after 6/30/08, actual Advisor Class performance is used reflecting all charges and fees applicable to that class. Since 7/1/08 (commencement of sales), the cumulative total return of Advisor Class shares was +1.37%. (9.) Source: (C) 2009 Morningstar. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. All bonds included have a minimum credit rating of at least Baa3/BBB-. They must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be dated after 12/31/90, and must be at least one year from their maturity date. Remarketed issues, taxable municipal bonds, bonds with floating rates and derivatives are excluded from the index. The index has four main bond sectors: general obligation, revenue, insured and prerefunded. The Consumer Price Index (CPI), calculated by the U.S. Bureau of Labor Statistics, is a commonly used measure of the inflation rate. Annual Report | 55 Your Fund's Expenses FRANKLIN OHIO TAX-FREE INCOME FUND As a Fund shareholder, you can incur two types of costs: - - Transaction costs, including sales charges (loads) on Fund purchases; and - - 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 following table 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 first line (Actual) for each share class listed in the table provides actual account values and expenses. The "Ending Account Value" is derived from the Fund's actual return, which includes the effect of Fund expenses. 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: 1. Divide your account value by $1,000. IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6. 2. Multiply the result by the number under the heading "Expenses Paid During Period." IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 X $7.50 = $64.50. In this illustration, the estimated expenses paid this period are $64.50. HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS Information in the second line (Hypothetical) for each class in the table can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical "Ending Account Value" is based on the actual expense ratio for each class and an assumed 5% annual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. 56 | Annual Report Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES. Therefore, the second line for each class is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING VALUE 9/1/08 VALUE 2/28/09 PERIOD* 9/1/08-2/28/09 ----------------- -------------- ---------------------- CLASS A Actual $1,000 $1,002.90 $3.18 Hypothetical (5% return before expenses) $1,000 $1,021.62 $3.21 CLASS B Actual $1,000 $1,000.20 $5.90 Hypothetical (5% return before expenses) $1,000 $1,018.89 $5.96 CLASS C Actual $1,000 $1,000.20 $5.90 Hypothetical (5% return before expenses) $1,000 $1,018.89 $5.96 ADVISOR CLASS Actual $1,000 $1,003.40 $2.68 Hypothetical (5% return before expenses) $1,000 $1,022.12 $2.71 * Expenses are calculated using the most recent six-month expense ratio, annualized for each class (A: 0.64%; B: 1.19%; C: 1.19%; and Advisor: 0.54%), multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. Annual Report | 57 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN INSURED TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ---------------------------------------------------------------- CLASS A 2009 2008(a) 2007 2006 2005 - ------- ---------- ---------- ---------- ---------- ---------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............... $ 11.48 $ 12.32 $ 12.32 $ 12.41 $ 12.62 ---------- ---------- ---------- ---------- ---------- Income from investment operations(b): Net investment income(c) ...................... 0.52 0.52 0.53 0.54 0.55 Net realized and unrealized gains (losses) .... (0.29) (0.84) 0.01 (0.10) (0.20) ---------- ---------- ---------- ---------- ---------- Total from investment operations ................. 0.23 (0.32) 0.54 0.44 0.35 ---------- ---------- ---------- ---------- ---------- Less distributions from: Net investment income ......................... (0.51) (0.52) (0.53) (0.53) (0.55) Net realized gains ............................ -- --(d) (0.01) -- (0.01) ---------- ---------- ---------- ---------- ---------- Total distributions .............................. (0.51) (0.52) (0.54) (0.53) (0.56) ---------- ---------- ---------- ---------- ---------- Redemption fees(d, e) ............................ -- -- -- -- -- ---------- ---------- ---------- ---------- ---------- Net asset value, end of year ..................... $ 11.20 $ 11.48 $ 12.32 $ 12.32 $ 12.41 ========== ========== ========== ========== ========== Total return(f) .................................. 2.04% (2.70)% 4.51% 3.65% 2.93% RATIOS TO AVERAGE NET ASSETS Expenses ......................................... 0.63% 0.64% 0.63% 0.63% 0.63% Net investment income ............................ 4.57% 4.28% 4.33% 4.37% 4.47% SUPPLEMENTAL DATA Net assets, end of year (000's) .................. $1,807,929 $1,909,094 $1,821,006 $1,697,516 $1,602,174 Portfolio turnover rate .......................... 15.12% 15.60% 6.75% 4.94% 9.07% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. 58 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN INSURED TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, -------------------------------------------------- CLASS B 2009 2008(a) 2007 2006 2005 - ------- ------- ------- ------- ------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............... $ 11.53 $ 12.37 $ 12.37 $ 12.47 $ 12.67 ------- ------- ------- ------- -------- Income from investment operations(b): Net investment income(c) ...................... 0.46 0.45 0.46 0.47 0.48 Net realized and unrealized gains (losses) .... (0.28) (0.83) 0.01 (0.10) (0.19) ------- ------- ------- ------- -------- Total from investment operations ................. 0.18 (0.38) 0.47 0.37 0.29 ------- ------- ------- ------- -------- Less distributions from: Net investment income ......................... (0.45) (0.46) (0.46) (0.47) (0.48) Net realized gains ............................ -- --(d) (0.01) -- (0.01) ------- ------- ------- ------- -------- Total distributions .............................. (0.45) (0.46) (0.47) (0.47) (0.49) ------- ------- ------- ------- -------- Redemption fees(d, e) ............................ -- -- -- -- -- ------- ------- ------- ------- -------- Net asset value, end of year ..................... $ 11.26 $ 11.53 $ 12.37 $ 12.37 $ 12.47 ======= ======= ======= ======= ======== Total return(f) .................................. 1.56% (3.22)% 3.93% 3.07% 2.35% RATIOS TO AVERAGE NET ASSETS Expenses ......................................... 1.18% 1.19% 1.18% 1.18% 1.18% Net investment income ............................ 4.02% 3.73% 3.78% 3.82% 3.92% SUPPLEMENTAL DATA Net assets, end of year (000's) .................. $56,475 $69,500 $83,644 $94,569 $103,378 Portfolio turnover rate .......................... 15.12% 15.60% 6.75% 4.94% 9.07% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. Annual Report | 59 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN INSURED TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ------------------------------------------------------ CLASS C 2009 2008(a) 2007 2006 2005 - ------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............... $ 11.59 $ 12.43 $ 12.42 $ 12.51 $ 12.72 -------- -------- -------- -------- -------- Income from investment operations(b): Net investment income(c) ...................... 0.47 0.46 0.47 0.48 0.49 Net realized and unrealized gains (losses) .... (0.30) (0.84) 0.01 (0.10) (0.21) -------- -------- -------- -------- -------- Total from investment operations ................. 0.17 (0.38) 0.48 0.38 0.28 -------- -------- -------- -------- -------- Less distributions from: Net investment income ......................... (0.45) (0.46) (0.46) (0.47) (0.48) Net realized gains ............................ -- --(d) (0.01) -- (0.01) -------- -------- -------- -------- -------- Total distributions .............................. (0.45) (0.46) (0.47) (0.47) (0.49) -------- -------- -------- -------- -------- Redemption fees(d, e) ............................ -- -- -- -- -- -------- -------- -------- -------- -------- Net asset value, end of year ..................... $ 11.31 $ 11.59 $ 12.43 $ 12.42 $ 12.51 ======== ======== ======== ======== ======== Total return(f) .................................. 1.46% (3.21)% 3.99% 3.06% 2.34% RATIOS TO AVERAGE NET ASSETS Expenses ......................................... 1.18% 1.19% 1.17% 1.18% 1.18% Net investment income ............................ 4.02% 3.73% 3.79% 3.82% 3.92% SUPPLEMENTAL DATA Net assets, end of year (000's) .................. $196,085 $148,054 $141,913 $147,979 $138,027 Portfolio turnover rate .......................... 15.12% 15.60% 6.75% 4.94% 9.07% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. 60 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN INSURED TAX-FREE INCOME FUND PERIOD ENDED FEBRUARY 28, ADVISOR CLASS 2009(a) - ------------- ------------ PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ............. $11.86 ------ Income from investment operations(b): Net investment income(c) ...................... 0.36 Net realized and unrealized gains (losses) .... (0.67) ------ Total from investment operations ................. (0.31) ------ Less distributions from net investment income .... (0.35) ------ Net asset value, end of period ................... $11.20 ====== Total return(d) .................................. (2.58)% RATIOS TO AVERAGE NET ASSETS(e) Expenses ......................................... 0.53% Net investment income ............................ 4.67% SUPPLEMENTAL DATA Net assets, end of period (000's) ................ $1,417 Portfolio turnover rate .......................... 15.12% (a) For the period July 1, 2008 (effective date) to February 28, 2009. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Total return is not annualized for periods less than one year. (e) Ratios are annualized for periods less than one year. The accompanying notes are an integral part of these financial statements. Annual Report | 61 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 PRINCIPAL FRANKLIN INSURED TAX-FREE INCOME FUND AMOUNT VALUE ------------------------------------- ----------- -------------- MUNICIPAL BONDS 95.2% ALABAMA 4.4% Alabama Drinking Water Finance Authority Revenue, Revolving Fund Loan, Series A, AMBAC Insured, 5.25%, 8/15/21 ............................................................... $ 2,490,000 $ 2,583,375 Anniston Regional Medical Center Board Revenue, Series A, AMBAC Insured, 5.25%, 6/01/18 ..................................................................................... 5,000,000 5,067,050 Bessemer GO, wts., XLCA Insured, 5.00%, 2/01/35 ................................................ 2,000,000 1,824,700 Daphne Utilities Board Water Gas and Sewer Revenue, Series B, AMBAC Insured, Pre-Refunded, 5.50%, 6/01/30 ................................................................ 1,670,000 1,781,773 East Alabama Health Care Authority Health Care Facilities Revenue, Tax Anticipation Bond, Series A, MBIA Insured, 5.25%, 9/01/28 ...................................................... 7,000,000 6,213,690 Helena Utilities Board Water and Sewer Revenue, MBIA Insured, Pre-Refunded, 5.25%, 4/01/27 .................................................................................. 3,260,000 3,663,458 4/01/33 .................................................................................. 4,890,000 5,495,186 Houston County Health Care Authority Revenue, Series A, AMBAC Insured, 5.125%, 10/01/24 ................................................................................. 5,855,000 5,062,409 10/01/25 ................................................................................. 6,065,000 5,147,002 Leeds Public Educational Building Authority Educational Facilities Revenue, Assured Guaranty, 5.125%, 4/01/38 ................................................................... 10,865,000 10,475,055 Limestone County Water and Sewer Authority Water Revenue, AMBAC Insured, 5.00%, 12/01/35 .................................................................................... 9,100,000 8,736,455 Madison GO, wts., Refunding, XLCA Insured, 4.75%, 12/01/36 ..................................... 10,000,000 9,061,000 Muscle Shoals GO, wts., MBIA Insured, Pre-Refunded, 5.50%, 8/01/30 ............................. 2,000,000 2,167,340 Orange Beach Water Sewer and Fire Protection Authority Revenue, MBIA Insured, 5.00%, 5/15/35 ..................................................................................... 3,665,000 3,519,976 Pell City GO, wts., Refunding, XLCA Insured, 5.00%, 2/01/24 .................................................. 1,020,000 1,024,682 XLCA Insured, 5.00%, 2/01/34 ............................................................. 5,195,000 4,412,062 Tuscaloosa Public Educational Building Authority Student Housing Revenue, Ridgecrest Student Housing LLC, Assured Guaranty, 6.75%, 7/01/38 ....................................... 5,000,000 5,409,000 University of Alabama at Birmingham Hospital Revenue, Refunding, Series A, AMBAC Insured, 5.00%, 9/01/41 .............................................................................. 5,000,000 4,080,150 University of Alabama University Revenues, FGIC Insured, 5.25%, 10/01/27 ....................... 5,975,000 6,062,295 -------------- 91,786,658 -------------- ALASKA 0.7% Alaska Energy Authority Power Revenue, Bradley Lake Project, Refunding, BIG Insured, 6.25%, 7/01/21 .............................................................................. 5,000 4,999 Alaska Energy Authority Utilities Revenue, Refunding, FSA Insured, 5.20%, 7/01/17 .............. 3,000,000 3,000,150 Matanuska-Susitna Borough Lease Revenue, Goose Greek Correctional Center, Assured Guaranty, 6.00%, 9/01/32 ............................................................ 10,000,000 10,557,800 -------------- 13,562,949 -------------- ARIZONA 3.2% Arizona State Municipal Financing Program COP, Series 1986-20, BIG Insured, ETM, 7.70%, 8/01/10 ..................................................................................... 4,040,000 4,297,267 Cochise County USD No. 68 GO, Sierra Vista, Refunding, FGIC Insured, 7.50%, 7/01/10 ............ 500,000 534,600 Downtown Phoenix Hotel Corp. Revenue, Senior Series A, FGIC Insured, 5.00%, 7/01/36 ............................................ 15,000,000 10,727,850 sub. bond, Series B, FGIC Insured, 5.00%, 7/01/36 ........................................ 6,450,000 5,564,673 62 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN INSURED TAX-FREE INCOME FUND AMOUNT VALUE ------------------------------------- ----------- -------------- MUNICIPAL BONDS (CONTINUED) ARIZONA (CONTINUED) Maricopa County IDA Hospital Facility Revenue, Samaritan Health Services, Series A, MBIA Insured, ETM, 7.00%, 12/01/16 .......................................................... $ 300,000 $ 373,191 Mesa IDAR, Discovery Health System, Series A, MBIA Insured, Pre-Refunded, 5.75%, 1/01/25 ........................................................................... 18,000,000 18,883,620 5.625%, 1/01/29 .......................................................................... 12,655,000 13,263,199 Tucson Water Revenue, Series B, FSA Insured, 5.00%, 7/01/32 .................................... 12,000,000 12,047,880 -------------- 65,692,280 -------------- ARKANSAS 1.6% Arkansas State Development Finance Authority Water Revenue, Refunding, Series A, MBIA Insured, 6.50%, 7/01/10 ................................................................ 920,000 951,869 Arkansas State University Revenue, Arkansas State University-Beebe, Series B, AMBAC Insured, 5.00%, 12/01/30 ................................................................................. 3,250,000 3,007,452 12/01/35 ................................................................................. 3,045,000 2,668,790 Benton Regional Public Water Authority Water Revenue, Refunding and Improvement, XLCA Insured, 5.00%, 10/01/35 ............................................................... 5,230,000 4,775,199 Little Rock School District GO, Refunding, Series B, FSA Insured, 5.50%, 2/01/33 ......................................... 3,970,000 3,984,054 Series C, FSA Insured, 5.25%, 2/01/33 .................................................... 7,790,000 7,820,459 Paragould Water and Electric Revenue, AMBAC Insured, Pre-Refunded, 5.65%, 12/01/25 ............. 1,000,000 1,082,430 Pulaski Technical College Revenue, Student Tuition and Fee, FGIC Insured, 5.00%, 9/01/34 ..................................................................................... 2,190,000 2,066,594 University of Arkansas University Revenues, AMBAC Insured, 5.00%, 11/01/36 ........................................................... 3,205,000 3,061,576 Various Facility, Fayetteville Campus, FGIC Insured, 5.00%, 12/01/32 ..................... 4,000,000 3,864,840 -------------- 33,283,263 -------------- CALIFORNIA 3.2% California State GO, Refunding, AMBAC Insured, 5.00%, 2/01/33 ................................................. 7,000,000 6,421,450 Refunding, MBIA Insured, 5.00%, 2/01/31 .................................................. 20,000,000 18,637,200 Refunding, MBIA Insured, 5.00%, 10/01/32 ................................................. 1,910,000 1,760,676 Various Purpose, Refunding, MBIA Insured, 4.75%, 3/01/35 ................................. 20,855,000 18,077,531 Corona COP, Corona Community Hospital Project, Pre-Refunded, 9.425%, 9/01/20 ................... 13,840,000 15,182,065 Oakland RDA Tax Allocation, Central District Redevelopment, Refunding, AMBAC Insured, 5.50%, 2/01/14 .............................................................................. 200,000 214,426 San Joaquin Hills Transportation Corridor Agency Toll Road Revenue, Refunding, Series A, MBIA Insured, 5.25%, 1/15/30 ................................................................ 4,000,000 2,986,080 Val Verde USD, COP, School Construction Project, Refunding, Series B, FGIC Insured, 5.00%, 1/01/35 ........................................ 1,680,000 1,409,772 Series B, FGIC Insured, Pre-Refunded, 5.00%, 1/01/35 ..................................... 820,000 935,710 -------------- 65,624,910 -------------- COLORADO 5.0% Arkansas River Power Authority Power Revenue, Improvement, XLCA Insured, 5.25%, 10/01/32 .................................................................................... 12,490,000 9,032,144 Aurora Water Improvement Revenue, first lien, Series A, AMBAC Insured, 5.00%, 8/01/39 .......... 25,000,000 23,981,250 Broomfield COP, Refunding, AMBAC Insured, 6.00%, 12/01/29 ...................................... 3,000,000 3,034,860 Annual Report | 63 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN INSURED TAX-FREE INCOME FUND AMOUNT VALUE ------------------------------------- ----------- -------------- MUNICIPAL BONDS (CONTINUED) COLORADO (CONTINUED) Colorado Board of Governors University Enterprise System Revenue, Series A, FGIC Insured, 5.00%, 3/01/37 .............................................................................. $10,000,000 $ 9,303,400 Colorado Health Facilities Authority Revenue, Catholic Health, Series C-7, FSA Insured, 5.00%, 9/01/36 ................................. 20,000,000 17,616,200 Hospital, Refunding, Series B, FSA Insured, 5.25%, 3/01/36 ............................... 10,000,000 8,851,900 Denver City and County Airport Revenue, Series C, MBIA Insured, ETM, 6.125%, 11/15/25 ............................................ 3,590,000 4,160,164 Series C, MBIA Insured, ETM, 6.125%, 11/15/25 ............................................ 4,410,000 4,409,735 Denver Convention Center Hotel Authority Revenue, Refunding, senior bond, XLCA Insured, 5.00%, 12/01/35 ............................................................................. 15,000,000 9,854,100 University of Colorado Hospital Authority Revenue, Refunding, Series A, AMBAC Insured, 5.20%, 11/15/17 .......................................................................... 5,425,000 5,406,555 5.25%, 11/15/22 .......................................................................... 7,800,000 7,002,918 -------------- 102,653,226 -------------- CONNECTICUT 0.3% Connecticut State Health and Educational Facilities Authority Revenue, Child Care Facilities Program, Series G, Assured Guaranty, 6.00%, 7/01/38 ......................................... 5,000,000 5,299,750 -------------- DISTRICT OF COLUMBIA 0.9% District of Columbia HFA, RMR, Series 1986-1, FGIC Insured, 7.75%, 9/01/16 ..................... 135,000 134,591 District of Columbia Hospital Revenue, Children's Hospital Obligation, Sub Series 1, FSA Insured, 5.45%, 7/15/35 ................................................................. 20,000,000 18,981,400 -------------- 19,115,991 -------------- FLORIDA 16.6% Alachua County School Board COP, AMBAC Insured, 5.00%, 7/01/20 ................................. 1,000,000 1,022,970 Brevard County Local Option Fuel Tax Revenue, FGIC Insured, 5.00%, 8/01/32 .................................................................................. 12,440,000 11,402,753 8/01/37 .................................................................................. 13,000,000 11,755,120 Broward County HFAR, FSA Insured, 5.65%, 11/01/22 .......................................................................... 405,000 405,178 5.70%, 11/01/29 .......................................................................... 225,000 220,435 Broward County School Board COP, MBIA Insured, 5.00%, 7/01/28 ............................................................. 2,000,000 1,920,820 Series A, FSA Insured, 5.00%, 7/01/22 .................................................... 2,000,000 2,014,460 Series A, FSA Insured, 5.00%, 7/01/26 .................................................... 2,850,000 2,759,911 Series A, FSA Insured, 5.00%, 7/01/30 .................................................... 2,000,000 1,909,000 Cape Coral Water and Sewer Revenue, AMBAC Insured, 5.00%, 10/01/36 ............................. 2,000,000 1,807,380 Celebration CDD, Special Assessment, Series B, MBIA Insured, 5.50%, 5/01/19 .................... 205,000 205,613 Clearwater Water and Sewer Revenue, FGIC Insured, 5.00%, 12/01/28 ................................................................................. 11,050,000 10,698,831 12/01/32 ................................................................................. 13,665,000 12,919,848 Coral Gables Health Facilities Authority Hospital Revenue, Baptist Health South Florida Obligated Group, FSA Insured, Pre-Refunded, 5.00%, 8/15/29 .................................. 1,000,000 1,136,930 Dade County HFA, MFMR, Siesta Pointe Apartments, Series A, FSA Insured, 5.75%, 9/01/29 ..................................................................................... 1,890,000 1,863,162 Daytona Beach Utility System Revenue, Refunding, Series B, FGIC Insured, 5.00%, 11/15/32 .................................................................................... 1,000,000 898,240 64 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN INSURED TAX-FREE INCOME FUND AMOUNT VALUE ------------------------------------- ----------- -------------- MUNICIPAL BONDS (CONTINUED) FLORIDA (CONTINUED) Destin Capital Improvement Revenue, MBIA Insured, 5.00%, 8/01/27 ............................... $ 1,315,000 $ 1,348,375 Escambia County HFA, SFMR, Multi-County Program, Refunding, Series A, MBIA Insured, 6.40%, 10/01/30 ............................................................................. 45,000 45,215 Escambia County Utilities Authority Utility System Revenue, FGIC Insured, 5.00%, 1/01/31 ............................................................. 1,775,000 1,717,614 Refunding, Series B, FGIC Insured, 5.00%, 1/01/22 ........................................ 2,000,000 2,025,060 Florida Gulf Coast University Financing Corp. Capital Improvement Revenue, Housing Project, Series A, MBIA Insured, 5.00%, 2/01/37 ...................................................... 10,000,000 9,173,900 Florida HFAR, Spinnaker Cove Apartments, Series G, AMBAC Insured, 6.50%, 7/01/36 ............... 1,600,000 1,593,728 Florida HFC Revenue, Housing Logans Pointe Apartments, Series F-1, FSA Insured, 5.90%, 12/01/19 ............... 1,195,000 1,219,378 Marina Bay Apartments, Series S, FSA Insured, 5.85%, 2/01/41 ............................. 1,070,000 1,039,837 Florida Intergovernmental Finance Commission Capital Revenue, Series A, AMBAC Insured, 5.00%, 8/01/32 .............................................................................. 3,570,000 3,084,301 Florida State Board of Education Capital Outlay GO, Public Education, Refunding, Series E, FGIC Insured, 5.00%, 6/01/24 ........................................ 5,000,000 5,057,750 Series B, FGIC Insured, 5.00%, 6/01/23 ................................................... 5,395,000 5,510,291 Florida State Board of Education GO, Series C, MBIA Insured, 5.00%, 6/01/27 ................................................... 4,245,000 4,285,030 Series F, MBIA Insured, 5.00%, 6/01/28 ................................................... 2,000,000 2,012,760 Florida State Board Regent Housing Revenue, University of Florida, FGIC Insured, Pre-Refunded, 5.25%, 7/01/30 ................................................................ 2,000,000 2,132,140 Florida State Correctional Privatization Commission COP, Series B, AMBAC Insured, 5.00%, 8/01/25 ..................................................................................... 2,000,000 1,953,960 Florida State Department of Environmental Protection Preservation Revenue, Florida Forever, Series A, MBIA Insured, 5.00%, 7/01/21 ...................................................... 3,000,000 3,048,750 Florida State Department of General Services Division Facilities Management Revenue, Florida Facilities Pool, Series B, FSA Insured, Pre-Refunded, 5.50%, 9/01/28 ................ 550,000 568,920 Greater Orlando Aviation Authority Orlando Airport Facilities Revenue, Series B, FGIC Insured, 5.25%, 10/01/28 ............................................................................. 2,500,000 2,504,375 Gulf Breeze Revenue, AMBAC Insured, 5.00%, 12/01/32 ........................................................... 1,205,000 1,039,132 FGIC Insured, 5.80%, 12/01/20 ............................................................ 1,250,000 1,290,313 Local Government Loan Program, Series C, FGIC Insured, 6.05%, 12/01/15 ................... 1,915,000 1,915,881 Hernando County School Board COP, MBIA Insured, 5.00%, 7/01/30 ................................. 1,150,000 1,035,276 Hillsborough County School Board COP, Master Lease Program, MBIA Insured, Pre-Refunded, 5.375%, 7/01/26 .............................................. 1,000,000 1,015,240 Refunding, Series A, MBIA Insured, 5.00%, 7/01/26 ........................................ 1,670,000 1,673,474 Indian Trail Water Control District Improvement Revenue, MBIA Insured, 5.75%, 8/01/16 .......... 1,090,000 1,086,174 Jacksonville Capital Improvement Revenue, Refunding, Series C, AMBAC Insured, 5.00%, 10/01/25 .................................................................................... 4,000,000 3,937,880 Jacksonville Guaranteed Entitlement Revenue, Refunding and Improvement, FGIC Insured, 5.00%, 10/01/32 ............................................................................. 1,000,000 918,280 Jacksonville Sales Tax Revenue, AMBAC Insured, 5.00%, 10/01/30 ........................................................... 5,000,000 4,896,400 Better Jacksonville, MBIA Insured, 5.00%, 10/01/30 ....................................... 1,500,000 1,455,630 Annual Report | 65 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN INSURED TAX-FREE INCOME FUND AMOUNT VALUE ------------------------------------- ----------- -------------- MUNICIPAL BONDS (CONTINUED) FLORIDA (CONTINUED) Jacksonville Transportation Revenue, MBIA Insured, 5.00%, 10/01/26 .......................................................................... $ 2,000,000 $ 2,009,980 5.25%, 10/01/29 .......................................................................... 11,000,000 11,002,090 Jacksonville Water and Sewer Revenue, United Water Project, AMBAC Insured, 6.35%, 8/01/25 ..................................................................................... 1,000,000 972,170 Lake County School Board COP, Series A, AMBAC Insured, 5.00%, 6/01/30 .......................... 2,080,000 1,891,198 Lee County Airport Revenue, Refunding, FSA Insured, 5.00%, 10/01/33 .................................................. 3,530,000 3,343,545 Series B, FSA Insured, Pre-Refunded, 5.75%, 10/01/33 ..................................... 4,000,000 4,340,800 Lee Memorial Health System Hospital Revenue, Series A, AMBAC Insured, 5.00%, 4/01/32 .................................................................................. 1,460,000 1,137,121 4/01/37 .................................................................................. 11,000,000 8,301,810 Leon County COP, AMBAC Insured, 5.00%, 7/01/25 ................................................. 8,935,000 8,606,103 Maitland CDA Revenue, AMBAC Insured, 5.00%, 7/01/34 ............................................ 2,595,000 2,525,765 Marion County Utility System Revenue, FGIC Insured, 5.00%, 12/01/31 ............................ 1,500,000 1,431,285 Miami Beach Water and Sewer Revenue, AMBAC Insured, 5.00%, 9/01/30 ............................. 3,000,000 2,826,660 Miami-Dade County Aviation Revenue, Miami International Airport, Hub of the Americas, Refunding, Series A, CIFG Insured, 5.00%, 10/01/38 ....................................... 1,625,000 1,256,288 Series B, FGIC Insured, 5.75%, 10/01/29 .................................................. 2,500,000 2,507,075 Series B, FGIC Insured, 5.00%, 10/01/30 .................................................. 3,500,000 3,167,185 Miami-Dade County GO, Building Better Communities Program, FGIC Insured, 5.00%, 7/01/33 ..................................................................................... 2,000,000 1,897,420 Miami-Dade County Public Facilities Revenue, Jackson Health System, Series A, MBIA Insured, 5.00%, 6/01/31 ................................................................ 1,650,000 1,383,475 Miami-Dade County School Board COP, Series A, FGIC Insured, 5.00%, 5/01/25 .................................................................................. 5,000,000 4,595,800 5/01/26 .................................................................................. 17,080,000 15,481,654 5/01/27 .................................................................................. 10,775,000 9,703,534 Ocala Utility System Revenue, Refunding, Series A, FGIC Insured, 5.00%, 10/01/31 ............... 2,000,000 1,896,260 Ocoee Water and Sewer System Revenue, AMBAC Insured, 5.625%, 10/01/26 .......................... 4,220,000 4,219,873 Opa-Locka Capital Improvement Revenue, FGIC Insured, 6.125%, 1/01/24 ........................... 1,000,000 1,002,080 Orange County Health Facilities Authority Revenue, Hospital, Orlando Regional Healthcare, Series B, FSA Insured, 5.00%, 12/01/32 ...................................................... 7,000,000 6,191,150 Orange County School Board COP, AMBAC Insured, 5.50%, 8/01/25 ............................................................ 1,000,000 1,044,920 Series A, MBIA Insured, 5.00%, 8/01/27 ................................................... 10,000,000 9,559,000 Orange County Tourist Development Tax Revenue, AMBAC Insured, Pre-Refunded, 5.50%, 10/01/31 .................................................................................... 1,000,000 1,027,370 Orlando-Orange County Expressway Authority Revenue, junior lien, FGIC Insured, 6.50%, 7/01/10 ................................................ 100,000 105,892 junior lien, FGIC Insured, 6.50%, 7/01/12 ................................................ 225,000 247,559 Series B, AMBAC Insured, 5.00%, 7/01/35 .................................................. 20,000,000 18,376,800 Osceola County HFA, MFHR, Tierra Vista Apartment Project, Series A, FSA Insured, 5.70%, 12/01/17 .................................................................................... 480,000 480,883 Osceola County School Board COP, Series A, AMBAC Insured, Pre-Refunded, 5.25%, 6/01/27 ..................................................................................... 13,000,000 14,620,710 Osceola County Tourist Development Tax Revenue, FGIC Insured, 5.00%, 10/01/32 .................. 3,000,000 2,829,480 66 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN INSURED TAX-FREE INCOME FUND AMOUNT VALUE ------------------------------------- ----------- -------------- MUNICIPAL BONDS (CONTINUED) FLORIDA (CONTINUED) Palm Beach County IDR, South Florida Fair Project, MBIA Insured, 5.50%, 6/01/31 ................ $ 2,000,000 $ 1,835,900 Palm Beach County School Board COP, Series A, AMBAC Insured, Pre-Refunded, 5.125%, 8/01/24 ............................................. 2,000,000 2,200,160 FGIC Insured, Pre-Refunded, 6.00%, 8/01/22 ............................................... 3,000,000 3,240,120 Panama City Beach Utility Revenue, Refunding, AMBAC Insured, 5.00%, 6/01/32 .................... 2,000,000 1,756,860 Pasco County Guaranteed Entitlement Revenue, Refunding, FSA Insured, 5.00%, 12/01/33 .................................................................................... 2,185,000 2,169,486 Pembroke Pines Public Improvement Revenue, Series A, AMBAC Insured, 5.00%, 10/01/29 ................................................. 2,000,000 1,906,040 Series B, AMBAC Insured, 5.00%, 10/01/34 ................................................. 2,000,000 1,845,460 Pinellas County Health Facilities Authority Revenue, Baycare Health System, FSA Insured, 5.00%, 11/15/30 ............................................................................. 4,000,000 3,523,880 Pinellas County Sewer Revenue, FSA Insured, 5.00%, 10/01/32 .................................... 3,000,000 2,967,120 Polk County Public Facilities Revenue, MBIA Insured, 5.00%, 12/01/33 ........................... 2,000,000 1,816,420 Polk County School Board COP, Series A, FSA Insured, 5.00%, 1/01/24 .................................................................................. 5,000,000 4,922,550 1/01/26 .................................................................................. 1,000,000 978,780 Polk County Utility System Revenue, Series A, FGIC Insured, 5.00%, 10/01/30 ................................................................................. 1,000,000 929,600 10/01/34 ................................................................................. 2,000,000 1,825,440 Port Orange GO, MBIA Insured, 5.00%, 4/01/33 ................................................... 1,755,000 1,707,036 Port St. Lucie Utility Revenue, MBIA Insured, 5.00%, 9/01/34 ................................... 8,420,000 7,842,725 St. Lucie West Services District Special Assessment Revenue, Port St. Lucie, Water Management Benefit, senior lien, Refunding, Series A, MBIA Insured, 5.25%, 5/01/25 .......... 5,000,000 3,948,050 St. Lucie West Services District Utility Revenue, senior lien, MBIA Insured, 6.125%, 10/01/32 .................................................................................... 2,240,000 2,257,338 Sumter County School District Revenue, Multi-District Loan Program, FSA Insured, 7.15%, 11/01/15 .................................................................................... 245,000 300,627 Sunrise Utilities System Revenue, Refunding, AMBAC Insured, 5.20%, 10/01/22 .................... 2,000,000 2,062,300 Tampa Bay Water Utility System Revenue, FGIC Insured, Pre-Refunded, 5.75%, 10/01/29 ............ 2,000,000 2,216,580 Tavares Water and Sewer Revenue, AMBAC Insured, 5.50%, 10/01/30 ................................ 1,000,000 1,012,420 University of Central Florida Athletics Assn. Inc. COP, Series A, FGIC Insured, 5.00%, 10/01/27 ................................................................................. 1,000,000 805,210 10/01/30 ................................................................................. 1,485,000 1,162,116 University of Central Florida COP, University of Central Florida Convocation Corp., Series A, FGIC Insured, 5.00%, 10/01/35 ............................................................... 1,500,000 1,121,745 Volusia County Educational Facility Authority Revenue, Embry-Riddle Aeronautical University, Refunding, Series B, AMBAC Insured, 5.25%, 10/15/19 ......................................... 3,500,000 3,533,740 -------------- 341,396,353 -------------- GEORGIA 5.2% Athens Housing Authority Student Housing Lease Revenue, University of Georgia, East Campus, Refunding, AMBAC Insured, 5.00%, 12/01/33 ...................................... 6,000,000 5,915,700 Atlanta Airport Revenue, General, Series A, FGIC Insured, Pre-Refunded, 5.50%, 1/01/26 ......... 13,750,000 14,426,225 Atlanta GO, Refunding, FGIC Insured, 5.00%, 12/01/20 ........................................... 3,775,000 3,784,400 Atlanta Water and Wastewater Revenue, FSA Insured, 5.00%, 11/01/37 ............................................................. 15,000,000 14,489,550 Series A, FGIC Insured, 5.00%, 11/01/29 .................................................. 4,750,000 3,903,265 Annual Report | 67 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN INSURED TAX-FREE INCOME FUND AMOUNT VALUE ------------------------------------- ----------- -------------- MUNICIPAL BONDS (CONTINUED) GEORGIA (CONTINUED) Brunswick Water and Sewer Revenue, Refunding and Improvement, MBIA Insured, 6.10%, 10/01/14 .................................................................................... $ 1,535,000 $ 1,765,680 Bulloch County Development Authority Revenue, Assured Guaranty, 5.25%, 7/01/33 ................. 14,825,000 14,723,152 Cherokee County Water and Sewer Authority Revenue, FGIC Insured, 5.00%, 8/01/27 ............................................................. 1,500,000 1,510,680 MBIA Insured, 6.90%, 8/01/18 ............................................................. 15,000 14,995 Columbus Building Authority Lease Revenue, Series A, FGIC Insured, 5.00%, 1/01/31 .............. 3,500,000 3,501,505 Dahlonega Water and Wastewater Revenue, Series A, Assured Guaranty, 5.50%, 9/01/37 ............. 6,450,000 5,658,327 East Point Building Authority Revenue, Water and Sewer Project, Series A, XLCA Insured, 5.00%, 2/01/30 .............................................................................. 11,360,000 10,193,101 Fulton County Development Authority Revenue, Georgia Institute of Technology Athletic Assn., Refunding, AMBAC Insured, 5.125%, 10/01/32 .................................................. 9,000,000 8,884,440 Georgia Medical Center Hospital Authority Revenue, Anticipation Certificates, Columbus Regional Healthcare Systems, MBIA Insured, 5.50%, 8/01/19 ................................... 15,000,000 14,977,950 Henry County Water and Sewer Authority Revenue, FGIC Insured, Pre-Refunded, 5.625%, 2/01/30 ..................................................................................... 3,500,000 3,694,880 -------------- 107,443,850 -------------- HAWAII 0.5% Hawaii County GO, Refunding and Improvement, Series A, FGIC Insured, 5.60%, 5/01/12 .................................................................................. 1,000,000 1,108,330 5/01/13 .................................................................................. 1,000,000 1,125,890 Honolulu City and County GO, Refunding, Series C, FGIC Insured, 5.00%, 7/01/20 ................. 6,250,000 6,342,937 Kauai County GO, Series A, FGIC Insured, Pre-Refunded, 6.125%, 8/01/23 ......................... 1,755,000 1,881,220 -------------- 10,458,377 -------------- ILLINOIS 1.2% Illinois Health Facilities Authority Revenue, Northwestern Medical Facility Foundation, Refunding, MBIA Insured, 5.125%, 11/15/28 .............................................................................. 5,000,000 4,634,000 Series B, FSA Insured, ETM, 7.75%, 8/15/10 ............................................... 50,000 54,898 Illinois State Finance Authority Revenue, Edward Hospital, Series A, AMBAC Insured, 5.50%, 2/01/40 ..................................................................................... 4,000,000 3,079,200 Metropolitan Pier and Exposition Authority Dedicated State Tax Revenue, McCormick Place Expansion Project, Refunding, Series A, AMBAC Insured, 5.25%, 6/15/27 ....................... 4,225,000 4,225,845 Regional Transportation Authority Revenue, Series A, AMBAC Insured, 7.20%, 11/01/20 ............ 300,000 366,126 Saline Valley Conservancy District Waterworks Revenue, Saline Valley Conservancy District, Refunding, Series A, AMBAC Insured, 5.00%, 1/01/41 .......................................... 7,000,000 6,282,080 St. Clair County School District No. 189 East St. Louis GO, Alternate Revenue Source, Refunding, AMBAC Insured, 5.125%, 1/01/28 ................................................... 7,135,000 7,104,605 -------------- 25,746,754 -------------- INDIANA 0.2% Indiana Health and Educational Facilities Finance Authority Revenue, St. Francis, Series E, FSA Insured, 5.25%, 5/15/41 ................................................................. 3,750,000 3,411,600 -------------- KANSAS 0.8% Overland Park Development Corp. Revenue, second tier, Convention, Refunding, Series B, AMBAC Insured, 5.125%, 1/01/32 .............................................................. 20,000,000 15,722,400 -------------- 68 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN INSURED TAX-FREE INCOME FUND AMOUNT VALUE ------------------------------------- ----------- -------------- MUNICIPAL BONDS (CONTINUED) KENTUCKY 2.0% Kentucky Economic Development Finance Authority Health System Revenue, Norton Healthcare Inc., Refunding, Series C, MBIA Insured, 6.05%, 10/01/20 ....................................... $ 8,505,000 $ 8,001,249 Series C, MBIA Insured, Pre-Refunded, 6.05%, 10/01/20 .................................... 4,255,000 4,992,519 Series C, MBIA Insured, Pre-Refunded, 6.15%, 10/01/26 .................................... 12,195,000 14,361,442 Kentucky State Municipal Power Agency Power System Revenue, Prairie State Project, Series A, MBIA Insured, 5.00%, 9/01/37 ...................................................... 10,000,000 8,751,600 Louisville and Jefferson County Metropolitan Sewer District Sewer and Drain System Revenue, Series A, MBIA Insured, 5.50%, 5/15/34 ...................................................... 5,000,000 5,086,350 -------------- 41,193,160 -------------- LOUISIANA 0.7% Louisiana Local Government Environmental Facilities and CDA Revenue, Parking Facilities Corp. Garage Project, Series A, AMBAC Insured, 5.375%, 10/01/31 ............................. 5,485,000 5,246,512 Louisiana State Gas and Fuels Tax Revenue, Series A, AMBAC Insured, 5.00%, 6/01/27 ............. 10,000,000 9,651,100 -------------- 14,897,612 -------------- MAINE 0.0%a Maine State Health and Higher Educational Facilities Authority Revenue, Series C, FSA Insured, 6.20%, 7/01/25 ................................................................. 100,000 99,994 -------------- MARYLAND 1.7% Baltimore Convention Center Hotel Revenue, Senior Series A, XLCA Insured, 5.00%, 9/01/32 ..................................................................................... 10,000,000 6,050,400 Baltimore Project Revenue, Water Projects, Refunding, Series A, FGIC Insured, 5.125%, 7/01/42 ..................................................................................... 11,000,000 10,733,140 Baltimore Revenue, Water Projects, Series A, FSA Insured, Pre-Refunded, 5.75%, 7/01/30 ..................................................................................... 5,880,000 6,257,143 Maryland State Health and Higher Educational Facilities Authority Revenue, LifeBridge Health, Refunding, Assured Guaranty, 5.00%, 7/01/34 ........................... 9,000,000 8,155,440 University of Maryland Medical System, Series B, FGIC Insured, 7.00%, 7/01/22 ............ 200,000 231,730 Western Maryland Health, Series A, MBIA Insured, 5.00%, 7/01/34 .......................... 5,000,000 4,044,100 -------------- 35,471,953 -------------- MASSACHUSETTS 4.2% Massachusetts State Development Finance Agency Revenue, Worcester Polytechnic Institute, MBIA Insured, 5.00%, 9/01/47 ................................................................ 25,050,000 22,686,282 Massachusetts State GO, Consolidated Loan, Series D, MBIA Insured, ETM, 5.00%, 8/01/27 ...................................................................... 3,535,000 3,877,754 Pre-Refunded, 5.00%, 8/01/27 ............................................................. 855,000 937,901 Massachusetts State Health and Educational Facilities Authority Revenue, CareGroup Issue, Refunding, Series A, MBIA Insured, 5.00%, 7/01/25 ....................... 3,880,000 3,118,860 CareGroup Issue, Series A, MBIA Insured, Pre-Refunded, 5.00%, 7/01/25 .................... 750,000 852,135 Central New England Health, Series B, AMBAC Insured, 5.20%, 8/01/28 ...................... 4,415,000 3,631,735 Emmanuel College, MBIA Insured, 5.00%, 7/01/37 ........................................... 21,685,000 18,457,404 Harvard Pilgrim Health, Series A, FSA Insured, 5.00%, 7/01/18 ............................ 3,000,000 3,012,990 Partners Healthcare System, Series A, MBIA Insured, 5.375%, 7/01/24 ...................... 9,485,000 9,295,205 Simmons College, Series C, MBIA Insured, 5.125%, 10/01/28 ................................ 4,260,000 3,874,896 Annual Report | 69 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN INSURED TAX-FREE INCOME FUND AMOUNT VALUE ------------------------------------- ----------- -------------- MUNICIPAL BONDS (CONTINUED) MASSACHUSETTS (CONTINUED) Massachusetts State Turnpike Authority Metropolitan Highway System Revenue, Refunding, Series B, MBIA Insured, 5.125%, 1/01/37 ..................................................... $ 2,100,000 $ 1,627,521 Massachusetts State Water Resources Authority Revenue, Refunding, Series J, FSA Insured, 5.00%, 8/01/32 .............................................................................. 16,250,000 16,254,225 -------------- 87,626,908 -------------- MICHIGAN 11.3% Birmingham City School District GO, School Building and Site, FSA Insured, 5.00%, 11/01/33 .................................................................................... 8,135,000 8,066,097 Central Michigan University Revenue, Series A, AMBAC Insured, 5.05%, 10/01/32 .................. 8,650,000 8,474,491 Detroit City School District GO, School Building and Site Improvements, Series A, FSA Insured, Pre-Refunded, 5.125%, 5/01/31 ............................................................... 6,500,000 7,194,330 Detroit Public Improvements GO, Series A-1, MBIA Insured, 5.00%, 4/01/21 ....................... 12,390,000 9,892,672 Detroit Sewer Disposal System Revenue, second lien, Series B, MBIA Insured, 5.00%, 7/01/36 ...................................... 15,000,000 11,821,200 senior lien, Refunding, Series A, FSA Insured, 5.00%, 7/01/32 ............................ 2,905,000 2,482,991 senior lien, Series A, FGIC Insured, Pre-Refunded, 5.125%, 7/01/31 ....................... 6,000,000 6,502,200 Detroit Water Supply System Revenue, senior lien, Series A, FGIC Insured, Pre-Refunded, 5.25%, 7/01/33 ............................................... 10,185,000 10,932,986 FGIC Insured, Pre-Refunded, 5.25%, 7/01/33 ............................................... 9,815,000 10,676,266 FSA Insured, 5.00%, 7/01/34 .............................................................. 7,040,000 5,947,885 MBIA Insured, 5.00%, 7/01/34 ............................................................. 10,150,000 8,490,069 Grand Rapids Sanitation Sewer System Revenue, FGIC Insured, 5.00%, 1/01/34 ..................... 18,285,000 17,901,746 Jackson County Hospital Finance Authority Revenue, W.A. Foote Memorial Hospital, Series A, AMBAC Insured, 5.25%, 6/01/17 ............................................................... 500,000 499,940 Michigan Municipal Bond Authority Revenue, Clean Water State Revolving Fund, MBIA Insured, 5.00%, 10/01/23 ............................................................................. 5,095,000 5,189,614 Michigan State Building Authority Revenue, Refunding, Series IA, FGIC Insured, 5.00%, 10/15/36 ............................................................ 10,000,000 8,534,600 FSA Insured, 5.00%, 10/15/36 ............................................................. 28,895,000 28,341,950 Michigan State Hospital Finance Authority Revenue, Hospital, Botsford Obligated Group, Refunding, Series A, MBIA Insured, 5.25%, 2/15/22 ............................................................................... 2,000,000 1,792,780 Oakwood Obligated Group, Refunding, Series A, FSA Insured, 5.00%, 8/15/31 ................ 10,000,000 9,384,000 Sparrow Obligated Group, Refunding, MBIA Insured, 5.00%, 11/15/36 ........................ 13,000,000 9,901,710 St. John's Hospital, Refunding, Series A, AMBAC Insured, ETM, 6.00%, 5/15/13 ............. 2,500,000 2,628,075 Trinity Health Credit Group, Series A, 6.50%, 12/01/33 ................................... 25,000,000 25,834,500 Michigan State Strategic Fund Limited Obligation Revenue, The Detroit Edison Co. Pollution Control Bonds Project, Refunding, Collateralized Series BB, AMBAC Insured, 7.00%, 5/01/21 .................................................................................. 250,000 264,027 Michigan State Strategic Fund Resources Recovery Limited Obligation Revenue, Detroit Education Exempt Facilities, Refunding, Series D, XLCA Insured, 5.25%, 12/15/32 ............. 10,000,000 8,304,300 Michigan State Trunk Line Revenue, Series A, FSA Insured, Pre-Refunded, 5.25%, 11/01/30 .................................................................................... 15,000,000 16,439,550 Royal Oak Hospital Finance Authority Hospital Revenue, William Beaumont Hospital, Series M, MBIA Insured, 5.25%, 11/15/31 ............................................................... 4,000,000 3,107,080 Saginaw Valley State University Revenue, General, Refunding, AMBAC Insured, 5.30%, 7/01/28 ..................................................................................... 3,400,000 3,400,952 -------------- 232,006,011 -------------- 70 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN INSURED TAX-FREE INCOME FUND AMOUNT VALUE ------------------------------------- ----------- -------------- MUNICIPAL BONDS (CONTINUED) MINNESOTA 1.6% Medford ISD No. 763 GO, Series A, FSA Insured, 5.125%, 2/01/26 ................................. $ 2,475,000 $ 2,624,812 Minneapolis and St. Paul Metropolitan Airports Commission Airport Revenue, Refunding, sub. bond, Series A, AMBAC Insured, 5.00%, 1/01/35 .......................................... 15,000,000 14,148,450 Minnesota Agriculture and Economic Development Board Revenue, Health Care System, Refunding, Series A, MBIA Insured, 5.75%, 11/15/26 .......................................... 180,000 168,237 Minnesota State HFAR, Rental Housing, Refunding, Series D, MBIA Insured, 6.00%, 2/01/22 ..................................................................................... 180,000 180,378 Sauk Rapids ISD No. 047 GO, Series A, MBIA Insured, 5.75%, 2/01/26 ............................. 11,850,000 12,705,452 Woodbury COP, Series A, AMBAC Insured, 5.35%, 2/01/21 .......................................... 2,915,000 2,965,575 -------------- 32,792,904 -------------- MISSISSIPPI 0.4% Harrison County Wastewater Management District Revenue, Wastewater Treatment Facilities, Refunding, Series A, FGIC Insured, 8.50%, 2/01/13 ........................................... 200,000 240,968 Mississippi Development Bank Special Obligation Revenue, Municipal Energy Agency, Series A, XLCA Insured, 5.00%, 3/01/36 ................................................................ 10,915,000 8,880,226 -------------- 9,121,194 -------------- MISSOURI 0.7% Missouri State Health and Educational Facilities Authority Health Facilities Revenue, St. Luke's Health System, Series B, 5.50%, 11/15/35 ......................................... 15,000,000 14,936,250 -------------- NEBRASKA 1.3% Lancaster County Hospital Authority Revenue, Bryan Memorial Hospital Project No. 1, MBIA Insured, ETM, 6.70%, 6/01/22 ........................................................... 2,500,000 3,112,900 Lincoln Electric System Revenue, FSA Insured, 4.75%, 9/01/35 ................................... 25,000,000 23,805,750 -------------- 26,918,650 -------------- NEVADA 0.3% Clark County GO, Series A, AMBAC Insured, 6.50%, 6/01/17 ....................................... 250,000 296,778 Clark County School District GO, Series A, MBIA Insured, 7.00%, 6/01/10 ........................ 4,000,000 4,264,880 Director of the State of Nevada Department of Business and Industry Revenue, Las Vegas Monorail Project, first tier, AMBAC Insured, 5.625%, 1/01/34 ................................ 5,000,000 1,750,400 -------------- 6,312,058 -------------- NEW JERSEY 2.5% Essex County Improvement Authority Revenue, Garden State Cancer Center Project, AMBAC Insured, 6.00%, 12/01/20 .............................................................. 2,390,000 2,389,761 Middlesex County COP, MBIA Insured, 5.30%, 6/15/29 ............................................. 3,575,000 3,565,884 New Brunswick Parking Authority Revenue, Guaranteed Parking, Series A, MBIA Insured, 5.00%, 9/01/34 .............................................................................. 1,500,000 1,445,580 New Jersey EDA Revenue, Motor Vehicle Surcharge Revenue, Series A, MBIA Insured, 5.00%, 7/01/29 .................. 3,450,000 3,203,670 Motor Vehicle Surcharge Revenue, Series A, MBIA Insured, 5.00%, 7/01/34 .................. 21,250,000 20,222,987 Municipal Rehabilitation, Series A, AMBAC Insured, 5.00%, 4/01/28 ........................ 4,000,000 3,951,400 New Jersey State Transportation Trust Fund Authority Revenue, Transportation System, Series A, 6.00%, 12/15/38 ................................................................... 15,000,000 15,571,500 Annual Report | 71 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN INSURED TAX-FREE INCOME FUND AMOUNT VALUE ------------------------------------- ----------- -------------- MUNICIPAL BONDS (CONTINUED) NEW JERSEY (CONTINUED) New Jersey State Turnpike Authority Turnpike Revenue, 2005, Refunding, Series C, AMBAC Insured, 6.50%, 1/01/16 ................................. $ 50,000 $ 58,414 2005, Series C, AMBAC Insured, ETM, 6.50%, 1/01/16 ....................................... 20,000 23,428 Series C, AMBAC Insured, Pre-Refunded, 6.50%, 1/01/16 .................................... 230,000 269,420 -------------- 50,702,044 -------------- NEW YORK 3.6% Central Square GO, Central School District, FGIC Insured, ETM, 6.50%, 6/15/10 .................. 900,000 963,171 MTA Revenue, Series B, MBIA Insured, 5.00%, 11/15/28 ........................................... 20,000,000 19,365,400 MTA Service Contract Revenue, Series B, MBIA Insured, 5.00%, 1/01/31 ........................... 7,000,000 6,651,610 Nassau Health Care Corp. Health System Revenue, Nassau County Guaranteed, FSA Insured, Pre-Refunded, 5.75%, 8/01/29 ................................................................ 5,000,000 5,200,950 New York City Transitional Finance Authority Revenue, Future Tax Secured, Refunding, Series B, MBIA Insured, 5.00%, 8/01/32 ........................................ 2,230,000 2,229,889 Series A, FGIC Insured, 5.125%, 8/01/33 .................................................. 14,590,000 14,649,236 New York State Dormitory Authority Revenues, Mental Health Services Facilities Improvement, Series B, MBIA Insured, Pre-Refunded, 5.25%, 8/15/31 ........................................................................ 5,935,000 6,512,950 State Supported Debt, Mental Health Services Facilities Improvement, Series B, MBIA Insured, 5.25%, 8/15/31 .......................................................... 5,530,000 5,216,891 State Supported Debt, Mental Health Services Facilities Improvement, Series B, MBIA Insured, Pre-Refunded, 5.25%, 8/15/31 ............................................ 3,535,000 3,879,238 Vassar Brothers Hospital, FSA Insured, 5.375%, 7/01/25 ................................... 4,000,000 3,988,920 Triborough Bridge and Tunnel Authority Revenues, Refunding, MBIA Insured, 5.00%, 11/15/32 .................................................................................... 5,000,000 4,965,300 -------------- 73,623,555 -------------- NORTH CAROLINA 0.7% North Carolina Medical Care Commission Hospital Revenue, Rex Healthcare Project, AMBAC Insured, 5.00%, 6/01/17 ............................................................... 5,000,000 5,032,850 North Carolina Municipal Power Agency No. 1 Catawba Electric Revenue, MBIA Insured, ETM, 6.50%, 1/01/10 .............................................................................. 20,000 20,975 Raleigh-Durham Airport Authority Airport Revenue, Series A, FGIC Insured, 5.00%, 11/01/25 ................................................................................. 5,000,000 5,019,950 11/01/31 ................................................................................. 4,000,000 3,802,040 -------------- 13,875,815 -------------- NORTH DAKOTA 1.3% Cass County Health Facilities Revenue, Health Care, Essential Obligation, Series D, Assured Guaranty, 5.00%, 2/15/40 ............................................................ 31,970,000 27,419,710 -------------- OHIO 3.2% Akron Income Tax Revenue, Community Learning Centers, Series A, FGIC Insured, 5.00%, 12/01/33 .................................................................................... 5,000,000 4,814,150 Cleveland Airport System Revenue, Series A, FSA Insured, 5.00%, 1/01/31 ........................ 13,780,000 13,527,688 Fairview Park City School District GO, School Improvement, MBIA Insured, 5.00%, 12/01/29 ................................................................................. 1,460,000 1,446,860 12/01/33 ................................................................................. 2,000,000 1,915,000 72 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN INSURED TAX-FREE INCOME FUND AMOUNT VALUE ------------------------------------- ----------- -------------- MUNICIPAL BONDS (CONTINUED) OHIO (CONTINUED) Jefferson Area Local School District GO, School Facilities Construction and Improvement, FGIC Insured, 5.00%, 12/01/31 ............................................................... $ 4,085,000 $ 3,843,617 Licking Heights Local School District GO, School Facilities Construction and Improvement, Series A, FGIC Insured, Pre-Refunded, 5.625%, 12/01/28 ...................................... 3,465,000 3,745,977 Lucas County Hospital Revenue, ProMedica Healthcare Obligated Group, Refunding, AMBAC Insured, 5.375%, 11/15/29 ............................................................. 5,000,000 3,931,250 Medina City School District GO, FGIC Insured, Pre-Refunded, 5.25%, 12/01/28 .................... 7,500,000 7,762,200 Olentangy Local School District GO, School Facilities Construction and Improvement, Series A, FGIC Insured, Pre-Refunded, 5.25%, 12/01/32 ................................................. 11,450,000 13,163,493 Reynoldsburg City School District GO, School Facilities Construction and Improvement, FSA Insured, 5.00%, 12/01/31 ................................................................ 4,000,000 4,027,480 Springfield City School District GO, FGIC Insured, Pre-Refunded, 5.20%, 12/01/23 ............... 3,860,000 4,327,407 Toledo City School District GO, School Facilities Improvement, Series B, FGIC Insured, 5.00%, 12/01/32 .................................................................................... 4,000,000 3,724,640 -------------- 66,229,762 -------------- OKLAHOMA 0.0%(a) McGee Creek Authority Water Revenue, MBIA Insured, 6.00%, 1/01/23 .............................. 300,000 330,081 -------------- OREGON 0.4% Ontario Catholic Health Revenue, Holy Rosary Medical Center, MBIA Insured, 5.50%, 11/15/12 .................................................................................... 570,000 569,988 Oregon Health and Science University Revenue, Refunding, Series B, MBIA Insured, 5.25%, 7/01/15 ........................................ 460,000 459,453 Series A, MBIA Insured, 5.00%, 7/01/32 ................................................... 8,000,000 6,249,120 -------------- 7,278,561 -------------- PENNSYLVANIA 2.4% Allegheny County Hospital Development Authority Revenue, Health System, Series A, MBIA Insured, Pre-Refunded, 6.50%, 11/15/30 ................................................. 10,000,000 11,070,900 Pennsylvania Convention Center Authority Revenue, Series A, FGIC Insured, ETM, 6.00%, 9/01/19 ..................................................................................... 500,000 595,325 Pennsylvania State Public School Building Authority Lease Revenue, School District of Philadelphia Project, Refunding, Series B, FSA Insured, 4.75%, 6/01/30 ...................... 6,000,000 5,721,600 Pennsylvania State Turnpike Commission Turnpike Revenue, Refunding, Series C, Sub Series C-1, Assured Guaranty, 6.25%, 6/01/38 .................... 10,000,000 10,807,500 sub. bond, Series A, Assured Guaranty, 5.00%, 6/01/39 .................................... 10,000,000 9,952,800 Philadelphia Gas Works Revenue, 1998 General Ordinance, Fourth Series, FSA Insured, 5.00%, 8/01/32 .............................................................................. 4,000,000 3,845,120 Philadelphia Water and Wastewater Revenue, Series A, FGIC Insured, Pre-Refunded, 5.25%, 11/01/24 .................................................................................... 2,000,000 2,259,100 Pittsburgh and Allegheny County Public Auditorium Revenue, Regional Asset District Sales Tax, AMBAC Insured, 5.25%, 2/01/31 ............................................................... 6,000,000 6,023,940 Pittsburgh Water and Sewer Authority Revenue, FGIC Insured, ETM, 7.25%, 9/01/14 ................ 70,000 79,131 -------------- 50,355,416 -------------- Annual Report | 73 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN INSURED TAX-FREE INCOME FUND AMOUNT VALUE ------------------------------------- ----------- -------------- MUNICIPAL BONDS (CONTINUED) RHODE ISLAND 0.6% Rhode Island Clean Water Finance Agency Revenue, Cranston Wastewater Treatment System, MBIA Insured, 5.80%, 9/01/22 ................................................................ $ 7,785,000 $ 7,021,214 Rhode Island State EDC Special Facility Revenue, first lien, Rhode Island Airport Corp. Project, CIFG Insured, 5.00%, 7/01/31 ................................................................ 5,730,000 4,978,109 Rhode Island State Health and Educational Building Corp. Revenue, Hospital Financing, Lifespan Obligated Group, Refunding, MBIA Insured, 5.75%, 5/15/23 ........................... 100,000 98,467 -------------- 12,097,790 -------------- SOUTH CAROLINA 1.9% Piedmont Municipal Power Agency Electric Revenue, Refunding, FGIC Insured, 6.25%, 1/01/21 ..................................................................................... 200,000 207,952 Richland County Hospital Facilities Revenue, Community Provider, Pooled Loan Program, Series A, FSA Insured, ETM, 7.125%, 7/01/17 ................................................. 2,280,000 2,688,918 Scago Educational Facilities Corp. for Pickens School District Revenue, Pickens County Project, FSA Insured, 5.00%, 12/01/31 ....................................................... 17,800,000 15,689,810 South Carolina Jobs EDA Hospital Facilities Revenue, Palmetto Health, Refunding, Series A, FSA Insured, 5.00%, 8/01/35 ................................................................. 20,000,000 16,338,400 South Carolina Jobs EDA Industrial Revenue, South Carolina Electric and Gas Co. Project, Series A, AMBAC Insured, 5.20%, 11/01/27 .................................................... 5,000,000 5,077,750 -------------- 40,002,830 -------------- SOUTH DAKOTA 0.4% Brookings COP, Refunding, AMBAC Insured, 5.10%, 12/01/18 ....................................... 5,000,000 5,123,400 South Dakota Lease Revenue, Series A, FSA Insured, 6.75%, 12/15/16 ............................. 2,720,000 3,120,085 -------------- 8,243,485 -------------- TENNESSEE 0.6% Johnson City Health and Educational Facilities Board Hospital Revenue, Medical Center Hospital, Refunding and Improvement, MBIA Insured, ETM, 5.25%, 7/01/28 .................................................................................. 8,500,000 8,693,290 Series A, MBIA Insured, Pre-Refunded, 5.125%, 7/01/25 .................................... 2,780,000 2,841,911 -------------- 11,535,201 -------------- TEXAS 5.2% Austin Hotel Occupancy Tax Revenue, sub. lien, AMBAC Insured, Pre-Refunded, 5.625%, 11/15/21 ......................................................................... 2,355,000 2,435,164 5.80%, 11/15/29 .......................................................................... 6,000,000 6,211,500 Austin Water and Wastewater System Revenue, Refunding, Series B, FSA Insured, 5.125%, 5/15/27 .......................................................................... 11,125,000 11,198,759 5.25%, 5/15/31 ........................................................................... 5,000,000 5,014,000 Bell County Health Facilities Development Corp. Revenue, Hospital, Cook Children's Medical Center, Refunding, FSA Insured, 5.30%, 12/01/23 ............................................. 5,000,000 5,003,700 Coastal Bend Health Facilities Development Corp. Revenue, Series B, AMBAC Insured, ETM, 6.30%, 1/01/17 .............................................................................. 9,355,000 10,722,514 Dallas-Fort Worth International Airport Revenue, Joint, Series A, FGIC Insured, 6.00%, 11/01/21 ........................................... 2,210,000 2,217,006 Refunding and Improvement, Joint Series A, FGIC Insured, 5.625%, 11/01/21 ................ 12,000,000 12,038,520 Harris County Hospital District Mortgage Revenue, AMBAC Insured, ETM, 7.40%, 2/15/10 ....................................................... 50,000 53,147 Refunding, AMBAC Insured, 7.40%, 2/15/10 ................................................. 265,000 279,726 74 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN INSURED TAX-FREE INCOME FUND AMOUNT VALUE ------------------------------------- ----------- -------------- MUNICIPAL BONDS (CONTINUED) TEXAS (CONTINUED) Harris County Hospital District Revenue, senior lien, Refunding, Series A, MBIA Insured, 5.25%, 2/15/37 .............................................................................. $10,250,000 $ 8,712,910 Harris County Houston Sports Authority Revenue, senior lien, Series G, MBIA Insured, 5.25%, 11/15/30 .................................................................................... 21,325,000 17,098,598 Laredo ISD Public Facility Corp. Lease Revenue, Series C, AMBAC Insured, 5.00%, 8/01/29 ..................................................................................... 1,000,000 1,002,200 Matagorda County Navigation District No. 1 Revenue, Houston Industries Inc. Project, Refunding, Series A, MBIA Insured, 5.25%, 11/01/29 .................................................. 3,185,000 2,090,188 Series B, MBIA Insured, 5.15%, 11/01/29 .................................................. 2,750,000 1,975,737 North Harris County Regional Water Authority Revenue, senior lien, FGIC Insured, 5.00%, 12/15/33 .................................................................................... 10,000,000 8,854,700 Pflugerville GO, FGIC Insured, 5.25%, 8/01/27 ........................................................................... 3,320,000 3,356,952 5.20%, 8/01/32 ........................................................................... 3,000,000 2,999,850 Tarrant County Health Facilities Development Corp. Health Systems Revenue, Harris Methodist Health System, MBIA Insured, ETM, 6.00%, 9/01/24 ............................................ 3,250,000 3,856,385 United ISD, GO, 5.125%, 8/15/26 ................................................................ 3,000,000 3,068,790 -------------- 108,190,346 -------------- UTAH 0.5% Provo Electric System Revenue, Series A, AMBAC Insured, ETM, 10.375%, 9/15/15 .................. 35,000 44,587 Utah County Hospital Revenue, IHC Health Services Inc., MBIA Insured, ETM, 5.25%, 8/15/21 .................................................................................. 5,000,000 5,089,550 8/15/26 .................................................................................. 5,000,000 5,324,800 -------------- 10,458,937 -------------- VIRGINIA 0.5% Front Royal and Warren County IDA Lease Revenue, School and Capital Improvement, Series B, FSA Insured, 5.00%, 4/01/35 ....................................................... 5,000,000 4,871,850 Middle River Regional Jail Authority Jail Facility Revenue, MBIA Insured, 5.00%, 5/15/28 ....... 3,510,000 3,519,021 Winchester IDA Educational Facilities Revenue, first mortgage, Shenandoah University Project, MBIA Insured, 5.00%, 10/01/18 .......................................................................... 1,000,000 1,010,580 5.25%, 10/01/28 .......................................................................... 1,420,000 1,299,541 -------------- 10,700,992 -------------- WASHINGTON 2.6% King County Sewer Revenue, Refunding, Series A, FGIC Insured, 5.00%, 1/01/35 ................... 6,420,000 6,337,054 Snohomish County PUD No. 1 Electric Revenue, Generation System, FGIC Insured, ETM, 6.65%, 1/01/16 .............................................................................. 4,250,000 5,070,038 Washington State GO, Various Purpose, Series C, FSA Insured, 5.25%, 1/01/26 .................... 6,000,000 6,075,480 Washington State Health Care Facilities Authority Revenue, MultiCare Health System, Series B, Assured Guaranty, 6.00%, 8/15/39 ...................... 1,500,000 1,493,700 Providence Health, Refunding, Series D, FSA Insured, 5.25%, 10/01/33 ..................... 18,000,000 17,730,540 Series B, MBIA Insured, 5.00%, 2/15/27 ................................................... 6,320,000 6,173,502 Swedish Health Services, Refunding, AMBAC Insured, 5.50%, 11/15/28 ....................... 13,000,000 10,536,240 -------------- 53,416,554 -------------- Annual Report | 75 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN INSURED TAX-FREE INCOME FUND AMOUNT VALUE ------------------------------------- ----------- -------------- MUNICIPAL BONDS (CONTINUED) WEST VIRGINIA 0.6% Shepherd University Board of Governors Revenue, Residence Facilities Projects, MBIA Insured, 5.00%, 6/01/35 .............................................................................. $ 7,445,000 $ 6,748,520 West Virginia State Water Development Authority Water Development Revenue, Loan Program II, Refunding, Series C-II, FGIC Insured, 5.00%, 11/01/36 ........................... 5,000,000 4,727,800 -------------- 11,476,320 -------------- WISCONSIN 0.2% Superior Limited Obligation Revenue, Midwest Energy Resources, Refunding, Series E, FGIC Insured, 6.90%, 8/01/21 ................................................................ 3,000,000 3,643,530 -------------- TOTAL MUNICIPAL BONDS BEFORE SHORT TERM INVESTMENTS (COST $2,063,258,540) 1,962,155,984 -------------- SHORT TERM INVESTMENTS 3.6% MUNICIPAL BONDS 3.6% CALIFORNIA 1.3% (b) California Infrastructure and Economic Development Bank Revenue, Contemporary Jewish Museum, Daily VRDN and Put, 0.45%, 12/01/36 ................................................. 6,600,000 6,600,000 (b) Sacramento County Sanitation District Financing Authority Revenue, sub. lien, Sanitation District, Refunding, Series C, Daily VRDN and Put, 0.45%, 12/01/38 .......................... 10,700,000 10,700,000 (b) Southern California Public Power Authority Power Project Revenue, Mead-Adelanto, Refunding, Series A, Daily VRDN and Put, 0.35%, 7/01/20 ...................... 4,400,000 4,400,000 Mead-Phoenix, Refunding, Series A, Daily VRDN and Put, 0.35%, 7/01/20 ....................... 5,500,000 5,500,000 -------------- 27,200,000 -------------- COLORADO 0.4% (b) Colorado Educational and Cultural Facilities Authority Revenue, National Jewish Federation Bond Program, Daily VRDN and Put, 0.65%, 2/01/35 ....................................................... 1,400,000 1,400,000 Refunding, Series A-8, Daily VRDN and Put, 0.65%, 9/01/35 ................................ 5,270,000 5,270,000 Series A-4, Daily VRDN and Put, 0.65%, 2/01/34 ........................................... 800,000 800,000 -------------- 7,470,000 -------------- FLORIDA 0.0(a) (b) Florida State Municipal Power Agency Revenue, All Requirements Power Supply, Refunding, Series C, Daily VRDN and Put, 0.60%, 10/01/35 ............................................... 400,000 400,000 -------------- MASSACHUSETTS 0.4% (b) Massachusetts State Health and Educational Facilities Authority Revenue, Stonehill College, Series K, Daily VRDN and Put, 0.45%, 7/01/37 .......................... 2,300,000 2,300,000 Tufts University, Refunding, Series N-1, Daily VRDN and Put, 0.40%, 8/15/40 .............. 5,900,000 5,900,000 Tufts University, Refunding, Series N-2, Daily VRDN and Put, 0.35%, 8/15/34 .............. 400,000 400,000 -------------- 8,600,000 -------------- NEW HAMPSHIRE 0.4% (b) New Hampshire Health and Education Facilities Authority Revenue, University of New Hampshire, Series A, Daily VRDN and Put, 0.70%, 7/01/35 ................ 5,195,000 5,195,000 University of North New Hampshire, Daily VRDN and Put, 0.70%, 7/01/33 .................... 4,000,000 4,000,000 -------------- 9,195,000 -------------- 76 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN INSURED TAX-FREE INCOME FUND AMOUNT VALUE ------------------------------------- ----------- -------------- SHORT TERM INVESTMENTS (CONTINUED) MUNICIPAL BONDS (CONTINUED) NORTH CAROLINA 0.0%(a) (b) North Carolina Medical Care Commission Health Care Facilities Revenue, Wake Forest University, Refunding, Series D, Daily VRDN and Put, 0.60%, 7/01/34 ......................... $ 400,000 $ 400,000 -------------- OHIO 0.5% (b) Allen County Hospital Facilities Revenue, Catholic Healthcare, Series A, Daily VRDN and Put, 0.55%, 10/01/31 ............................................................................. 6,200,000 6,200,000 (b) Cuyahoga County Revenue, Cleveland Clinic Health System Obligated Group, Series B, Sub Series B-3, Daily VRDN and Put, 0.50%, 1/01/39 .......................................... 3,400,000 3,400,000 -------------- 9,600,000 -------------- TENNESSEE 0.5% (b) Clarksville PBA Revenue, Pooled Financing, Tennessee Municipal Bond Fund, Daily VRDN and Put, 0.60%, 1/01/33 .................................................................................. 1,600,000 1,600,000 7/01/34 .................................................................................. 4,595,000 4,595,000 11/01/35 ................................................................................. 1,300,000 1,300,000 (b) Montgomery County PBA Pooled Financing Revenue, Tennessee County Loan Pool, Daily VRDN and Put, 0.60%, 4/01/32 ..................................................................... 1,800,000 1,800,000 -------------- 9,295,000 -------------- TEXAS 0.1% (b) Harris County Cultural Education Facilities Finance Corp. Special Facilities Revenue, Texas Medical Center, Refunding, Series B, Sub Series B-1, Daily VRDN and Put, 0.60%, 9/01/31 .................................................................................. 2,600,000 2,600,000 -------------- TOTAL SHORT TERM INVESTMENTS (COST $74,760,000) ................................................ 74,760,000 -------------- TOTAL INVESTMENTS (COST $2,138,018,540) 98.8% .................................................. 2,036,915,984 OTHER ASSETS, LESS LIABILITIES 1.2% ............................................................ 24,990,638 -------------- NET ASSETS 100.0% .............................................................................. $2,061,906,622 ============== See Abbreviations on page 141. (a) Rounds to less than 0.1% of net assets. (b) Variable rate demand notes (VRDNs) are tax-exempt obligations which contain a floating or variable interest rate adjustment formula and an unconditional right of demand to receive payment of the principal balance plus accrued interest at specified dates. The coupon rate shown represents the rate at period end. The accompanying notes are an integral part of these financial statements. Annual Report | 77 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN MASSACHUSETTS TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ----------------------------------------------------- CLASS A 2009 2008(a) 2007 2006 2005 - ------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............... $ 11.20 $ 11.96 $ 11.92 $ 11.98 $ 12.11 -------- -------- -------- -------- -------- Income from investment operations(b): Net investment income(c) ...................... 0.49 0.49 0.49 0.50 0.52 Net realized and unrealized gains (losses) .... (0.27) (0.76) 0.04 (0.06) (0.13) -------- -------- -------- -------- -------- Total from investment operations ................. 0.22 (0.27) 0.53 0.44 0.39 -------- -------- -------- -------- -------- Less distributions from: Net investment income ......................... (0.48) (0.49) (0.49) (0.50) (0.52) -------- -------- -------- -------- -------- Net realized gains ............................ -- --(d) -- -- -- -------- -------- -------- -------- -------- Total distributions .............................. (0.48) (0.49) (0.49) (0.50) (0.52) -------- -------- -------- -------- -------- Redemption fees(d, e) ............................ -- -- -- -- -- -------- -------- -------- -------- -------- Net asset value, end of year ..................... $ 10.94 $ 11.20 $ 11.96 $ 11.92 $ 11.98 ======== ======== ======== ======== ======== Total return(f) .................................. 2.00% (2.34)% 4.59% 3.71% 3.35% RATIOS TO AVERAGE NET ASSETS Expenses ......................................... 0.66% 0.66% 0.66% 0.67% 0.67% Net investment income ............................ 4.38% 4.16% 4.16% 4.21% 4.35% SUPPLEMENTAL DATA Net assets, end of year (000's) .................. $445,680 $450,957 $467,299 $450,425 $442,842 Portfolio turnover rate .......................... 7.45% 22.03% 14.41% 17.65% 9.54% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. 78 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN MASSACHUSETTS TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ------------------------------------------------ CLASS C 2009 2008(a) 2007 2006 2005 - ------- ------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............... $ 11.29 $ 12.05 $ 12.00 $ 12.06 $ 12.19 ------- ------- ------- ------- ------- Income from investment operations(b): Net investment income(c) ...................... 0.43 0.43 0.43 0.44 0.45 Net realized and unrealized gains (losses) .... (0.27) (0.76) 0.05 (0.07) (0.13) ------- ------- ------- ------- ------- Total from investment operations ................. 0.16 (0.33) 0.48 0.37 0.32 ------- ------- ------- ------- ------- Less distributions from: Net investment income ......................... (0.42) (0.43) (0.43) (0.43) (0.45) Net realized gains ............................ -- --(d) -- -- -- ------- ------- ------- ------- ------- Total distributions .............................. (0.42) (0.43) (0.43) (0.43) (0.45) ------- ------- ------- ------- ------- Redemption fees(d, e) ............................ -- -- -- -- -- ------- ------- ------- ------- ------- Net asset value, end of year ..................... $ 11.03 $ 11.29 $ 12.05 $ 12.00 $ 12.06 ======= ======= ======= ======= ======= Total return(f) .................................. 1.42% (2.86)% 4.07% 3.13% 2.75% RATIOS TO AVERAGE NET ASSETS Expenses ......................................... 1.20% 1.22% 1.20% 1.22% 1.22% Net investment income ............................ 3.84% 3.60% 3.62% 3.66% 3.80% SUPPLEMENTAL DATA Net assets, end of year (000's) .................. $68,027 $61,157 $59,247 $57,063 $50,272 Portfolio turnover rate .......................... 7.45% 22.03% 14.41% 17.65% 9.54% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. Annual Report | 79 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 PRINCIPAL FRANKLIN MASSACHUSETTS TAX-FREE INCOME FUND AMOUNT VALUE ------------------------------------------- ----------- ------------ MUNICIPAL BONDS 98.9% MASSACHUSETTS 98.1% Auburn GO, AMBAC Insured, 5.125%, 6/01/24 ...................................................... $ 1,465,000 $ 1,525,973 Boston Convention Center Act of 1997 Revenue, Special Obligation, Series A, AMBAC Insured, 5.00%, 5/01/27 .............................................................................. 3,970,000 3,858,959 Boston GO, Series A, MBIA Insured, Pre-Refunded, 5.00%, 2/01/21 .................................................................................. 3,000,000 3,298,590 2/01/22 .................................................................................. 2,940,000 3,232,618 Chelsea GO, State Qualified, Refunding, AMBAC Insured, 5.125%, 6/15/16 ......................... 1,750,000 1,757,175 Dudley-Charlton Regional School District GO, Series B, FGIC Insured, 5.25%, 5/01/19 ............ 3,140,000 3,509,358 Foxborough Stadium Infrastructure Improvement Revenue, Pre-Refunded, 5.75%, 6/01/25 ............ 4,000,000 4,274,880 Greater Lawrence Sanitary District GO, MBIA Insured, Pre-Refunded, 5.625%, 6/15/20 ............. 1,000,000 1,069,630 Holyoke Gas and Electric Department Revenue, Series A, MBIA Insured, 5.00%, 12/01/26 ........... 9,805,000 8,473,873 Kingston GO, FGIC Insured, Pre-Refunded, 5.50%, 11/15/19 ....................................... 2,055,000 2,147,331 Lawrence GO, AMBAC Insured, Pre-Refunded, 5.00%, 2/01/21 ....................................... 1,000,000 1,068,520 Lowell GO, State Qualified, AMBAC Insured, 5.00%, 2/01/21 ............................................................ 1,330,000 1,371,802 AMBAC Insured, 5.00%, 2/01/22 ............................................................ 1,405,000 1,438,973 FGIC Insured, Pre-Refunded, 5.85%, 2/15/20 ............................................... 1,595,000 1,690,301 Ludlow GO, School Project, Limited Tax, MBIA Insured, 7.40%, 11/01/09 .......................... 210,000 218,308 Martha's Vineyard Land Bank Revenue, AMBAC Insured, 4.875%, 5/01/22 .......................................................................... 2,000,000 2,057,060 5.00%, 5/01/32 ........................................................................... 2,000,000 1,994,420 5.00%, 5/01/34 ........................................................................... 7,000,000 6,288,310 Massachusetts Bay Transportation Authority Revenue, General Transportation System, Series C, FGIC Insured, 5.25%, 3/01/15 ................................................................ 2,000,000 2,294,700 Massachusetts Bay Transportation Authority Sales Tax Revenue, Senior Series A, FGIC Insured, Pre-Refunded, 5.00%, 7/01/27 ................................................................ 5,000,000 5,567,150 Massachusetts State College Building Authority Project Revenue, Refunding, Series A, XLCA Insured, 5.00%, 5/01/43 ........................................ 2,000,000 1,843,640 Refunding, Series B, XLCA Insured, 5.50%, 5/01/39 ........................................ 5,000,000 5,134,050 Series 1, MBIA Insured, ETM, 5.375%, 5/01/23 ............................................. 5,000,000 5,055,550 Series A, Assured Guaranty, 5.00%, 5/01/33 ............................................... 10,000,000 9,861,300 Massachusetts State Development Finance Agency Revenue, Boston University, Series T-1, AMBAC Insured, 5.00%, 10/01/35 ............................ 3,600,000 3,291,948 Boston University, Series T-1, AMBAC Insured, 5.00%, 10/01/39 ............................ 25,305,000 22,832,195 Brandeis University, Series K, FGIC Insured, 4.75%, 10/01/28 ............................. 2,000,000 1,890,200 Massachusetts College of Pharmacy and Allied Health Sciences, Series E, Assured Guaranty, 5.00%, 7/01/31 ........................................................................ 5,000,000 4,946,600 Massachusetts College of Pharmacy and Allied Health Sciences, Series E, Assured Guaranty, 5.00%, 7/01/37 ........................................................................ 5,060,000 4,932,437 Massachusetts/Saltonstall Redevelopment Building Corp., Series A, MBIA Insured, 5.125%, 2/01/34 ............................................................................... 22,400,000 18,137,728 MBIA Insured, 5.20%, 7/01/32 ............................................................. 2,250,000 1,664,483 Series A, AMBAC Insured, Pre-Refunded, 5.375%, 1/01/42 ................................... 4,000,000 4,466,600 Series A, GNMA Secured, Pre-Refunded, 6.90%, 10/20/41 .................................... 2,090,000 2,489,294 Series P, MBIA Insured, 4.75%, 7/01/42 ................................................... 11,000,000 9,915,070 Western New England College, AMBAC Insured, Pre-Refunded, 5.25%, 7/01/20 ................. 1,500,000 1,614,960 Western New England College, Refunding, Series A, Assured Guaranty, 5.00%, 9/01/33 ....... 12,200,000 10,183,218 WGBH Educational Foundation, Refunding, Series A, Assured Guaranty, 5.00%, 1/01/36 ....... 15,945,000 15,373,691 Worcester Polytechnic Institute, Refunding, MBIA Insured, 5.00%, 9/01/37 ................. 12,850,000 11,764,303 80 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN MASSACHUSETTS TAX-FREE INCOME FUND AMOUNT VALUE ------------------------------------------- ----------- ------------ MUNICIPAL BONDS (CONTINUED) MASSACHUSETTS (CONTINUED) Massachusetts State GO, Consolidated Loan, Refunding, Series D, Assured Guaranty, 5.50%, 11/01/19 ................ $ 8,620,000 $ 10,201,253 Consolidated Loan, Series A, FSA Insured, Pre-Refunded, 5.00%, 3/01/24 ................... 5,000,000 5,739,500 Consolidated Loan, Series C, AMBAC Insured, 5.00%, 8/01/37 ............................... 10,000,000 9,879,900 Consolidated Loan, Series C, FGIC Insured, Pre-Refunded, 5.25%, 11/01/30 ................. 6,205,000 6,891,956 Consolidated Loan, Series D, MBIA Insured, ETM, 5.00%, 8/01/27 ........................... 3,430,000 3,762,573 Consolidated Loan, Series D, MBIA Insured, Pre-Refunded, 5.00%, 8/01/27 .................. 965,000 1,058,566 MBIA Insured, Pre-Refunded, 5.00%, 8/01/22 ............................................... 4,100,000 4,497,536 Series C, FGIC Insured, Pre-Refunded, 5.25%, 11/01/30 .................................... 3,440,000 3,820,842 Massachusetts State Health and Educational Facilities Authority Revenue, Boston College, Series N, MBIA Insured, 5.125%, 6/01/33 .................................. 5,000,000 5,017,550 Brandeis University, Refunding, Series I, MBIA Insured, 4.75%, 10/01/20 .................. 3,000,000 2,991,960 Cable Housing and Health Services, Series A, MBIA Insured, 5.25%, 7/01/23 ................ 1,000,000 888,320 Emmanuel College, MBIA Insured, 5.00%, 7/01/37 ........................................... 10,000,000 8,511,600 Harvard University, Series FF, 5.125%, 7/15/37 ........................................... 1,650,000 1,669,949 (a) Lesley University, Series A, Assured Guaranty, 5.25%, 7/01/39 ............................ 9,350,000 9,086,797 New England Medical Center Hospital, Series H, FGIC Insured, 5.00%, 5/15/22 .............. 9,610,000 7,382,882 New England Medical Center Hospital, Series H, FGIC Insured, Pre-Refunded, 5.00%, 5/15/22 ............................................................................... 390,000 426,812 Northeastern University, Series I, MBIA Insured, 5.00%, 10/01/29 ......................... 1,250,000 1,197,275 Partners Healthcare System, Series A, MBIA Insured, 5.375%, 7/01/24 ...................... 4,885,000 4,787,251 Springfield College, AMBAC Insured, 5.00%, 10/15/27 ...................................... 2,500,000 2,228,750 Tufts University, Series I, 5.25%, 2/15/30 ............................................... 2,950,000 2,969,411 University of Massachusetts, Series C, FGIC Insured, 5.125%, 10/01/34 .................... 3,000,000 2,914,530 University of Massachusetts, Worcester Campus, Series B, FGIC Insured, Pre-Refunded, 5.25%, 10/01/31 ....................................................................... 3,500,000 3,825,605 University of Massachusetts Project, Series A, FGIC Insured, Pre-Refunded, 5.875%, 10/01/29 .............................................................................. 4,000,000 4,332,080 University of Massachusetts Project, Series C, MBIA Insured, Pre-Refunded, 5.25%, 10/01/31 .............................................................................. 1,500,000 1,667,910 Wellesley College, Series F, Pre-Refunded, 5.125%, 7/01/39 ............................... 7,250,000 7,430,597 Wheelock College, Series B, MBIA Insured, Pre-Refunded, 5.625%, 10/01/30 ................. 1,770,000 1,941,938 Worcester City Campus Corp., Series F, FGIC Insured, 4.75%, 10/01/36 ..................... 3,030,000 2,665,249 Massachusetts State HFA, MFHR, Section 8 Assisted, Series A, GNMA Secured, ETM, 7.00%, 4/01/21 ..................................................................................... 430,000 552,941 Massachusetts State HFA Housing Revenue, Rental, Mortgage, Series A, AMBAC Insured, 5.95%, 7/01/30 .............................................................................. 2,000,000 1,776,880 Massachusetts State Industrial Finance Agency Revenue, St. Mark's School Issue, MBIA Insured, 5.375%, 1/01/21 ................................... 2,665,000 2,669,930 Trustees Deerfield Academy, 5.25%, 10/01/27 .............................................. 2,800,000 2,801,764 Massachusetts State Port Authority Revenue, Series A, AMBAC Insured, 5.00%, 7/01/35 .................................................. 14,915,000 14,551,372 Series A, FSA Insured, 4.50%, 7/01/32 .................................................... 5,590,000 5,004,895 Series A, FSA Insured, 4.50%, 7/01/37 .................................................... 7,935,000 6,966,613 Series A, FSA Insured, Pre-Refunded, 5.125%, 7/01/17 ..................................... 2,000,000 2,049,480 US Airways Project, MBIA Insured, 6.00%, 9/01/21 ......................................... 4,700,000 3,726,583 US Airways Project, Series A, MBIA Insured, 5.875%, 9/01/23 .............................. 4,500,000 3,403,485 Annual Report | 81 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN MASSACHUSETTS TAX-FREE INCOME FUND AMOUNT VALUE ------------------------------------------- ----------- ------------ MUNICIPAL BONDS (CONTINUED) MASSACHUSETTS (CONTINUED) Massachusetts State School Building Authority Dedicated Sales Tax Revenue, Series A, AMBAC Insured, 4.75%, 8/15/32 ........................................................................... $15,000,000 $ 14,227,200 4.50%, 8/15/35 ........................................................................... 8,700,000 7,772,580 Massachusetts State Special Obligation Dedicated Tax Revenue, FGIC Insured, Pre-Refunded, 5.25%, 1/01/29 ............................................... 5,000,000 5,558,650 Refunding, FGIC Insured, 5.50%, 1/01/34 .................................................. 8,400,000 8,254,176 Massachusetts State Turnpike Authority Metropolitan Highway System Revenue, Refunding, Series A, MBIA Insured, 5.00%, 1/01/37 ................................................... 9,000,000 7,099,380 Series B, MBIA Insured, 5.25%, 1/01/29 ................................................... 4,600,000 3,865,104 Series B, MBIA Insured, 5.125%, 1/01/37 .................................................. 17,560,000 13,609,176 Massachusetts State Water Pollution Abatement Trust Revenue, Pool Program Bonds, Series 6, 5.50%, 8/01/30 ................................................................. 2,620,000 2,680,863 Series 6, Pre-Refunded, 5.50%, 8/01/30 ................................................... 1,075,000 1,155,131 Series 7, 5.125%, 2/01/31 ................................................................ 4,300,000 4,323,478 Series 7, Pre-Refunded, 5.125%, 2/01/31 .................................................. 1,700,000 1,836,799 Massachusetts State Water Pollution Abatement Trust Water Pollution Abatement Revenue, MWRA Program, Refunding, Sub Series A, 5.75%, 8/01/29 ....................................... 3,995,000 4,057,162 Massachusetts State Water Resources Authority Revenue, Refunding, Series J, FSA Insured, 5.00%, 8/01/32 ......................................... 9,000,000 9,002,340 Series A, FGIC Insured, Pre-Refunded, 5.75%, 8/01/39 ..................................... 9,275,000 9,964,596 Series A, FSA Insured, 4.50%, 8/01/46 .................................................... 1,000,000 861,690 Monson GO, AMBAC Insured, 5.25%, 11/01/23 ...................................................... 1,675,000 1,777,024 New Bedford GO, Municipal Purpose Loan, FGIC Insured, 5.00%, 5/01/21 ........................... 3,685,000 3,792,565 Plymouth County COP, Correctional Facility Project, Refunding, AMBAC Insured, 5.125%, 10/01/18 .................................................................................... 2,000,000 2,042,600 Route 3 North Transportation Improvement Assn. Lease Revenue, MBIA Insured, Pre-Refunded, 5.375%, 6/15/33 ............................................................................. 15,475,000 16,350,421 Salisbury GO, MBIA Insured, Pre-Refunded, 5.30%, 3/15/27 ....................................... 2,795,000 3,136,102 Shrewsbury GO, Municipal Purpose Loan, 5.00%, 8/15/20 .......................................... 2,075,000 2,176,384 Springfield GO, Municipal Purpose Loan, FGIC Insured, Pre-Refunded, 5.00%, 8/01/21 ....................... 5,000,000 5,491,950 State Qualified Municipal Purpose Loan, FSA Insured, 4.50%, 8/01/26 ...................... 2,000,000 1,877,380 Springfield Water and Sewer Commission Revenue, Series A, AMBAC Insured, Pre-Refunded, 5.00%, 11/01/21 ............................................................................. 2,775,000 3,073,063 University Building Authority Project Revenue, Senior Series 1, AMBAC Insured, Pre-Refunded, 5.25%, 11/01/23 ................................................................................. 2,155,000 2,475,341 11/01/28 ................................................................................. 5,035,000 5,783,453 University of Massachusetts Building Authority Project Revenue, Senior Series 2004-1, AMBAC Insured, Pre-Refunded, 5.25%, 11/01/29 ................................................ 3,000,000 3,473,850 Whitman Hanson Regional School District GO, Refunding, FGIC Insured, 5.00%, 6/15/21 ............ 1,960,000 2,009,882 Winthrop GO, AMBAC Insured, 5.00%, 11/01/20 .................................................... 1,230,000 1,283,776 Worcester GO, Refunding, Series E, MBIA Insured, 6.00%, 10/01/15 ............................... 1,335,000 1,338,605 ------------ 504,178,454 ------------ 82 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN MASSACHUSETTS TAX-FREE INCOME FUND AMOUNT VALUE ------------------------------------------- ----------- ------------ MUNICIPAL BONDS (CONTINUED) U.S. TERRITORIES 0.8% PUERTO RICO 0.8% Puerto Rico Commonwealth Aqueduct and Sewer Authority Revenue, senior lien, Series A, Assured Guaranty, 5.00%, 7/01/28 ............................................................ $ 4,000,000 $ 3,874,480 ------------ TOTAL MUNICIPAL BONDS BEFORE SHORT TERM INVESTMENTS (COST $526,712,692) ........................ 508,052,934 ------------ SHORT TERM INVESTMENTS 1.1% MUNICIPAL BONDS 1.1% MASSACHUSETTS 1.1% (b) Massachusetts State Health and Educational Facilities Authority Revenue, Museum of Fine Arts, Series A1, Daily VRDN and Put, 0.45%, 12/01/37 ...................... 1,000,000 1,000,000 Museum of Fine Arts, Series A2, Daily VRDN and Put, 0.40%, 12/01/37 ...................... 1,100,000 1,100,000 Stonehill College, Series K, Daily VRDN and Put, 0.45%, 7/01/37 .......................... 1,500,000 1,500,000 Tufts University, Refunding, Series N-1, Daily VRDN and Put, 0.40%, 8/15/40 .............. 1,200,000 1,200,000 Tufts University, Refunding, Series N-2, Daily VRDN and Put, 0.35%, 8/15/34 .............. 600,000 600,000 ------------ TOTAL SHORT TERM INVESTMENTS (COST $5,400,000) ................................................. 5,400,000 ------------ TOTAL INVESTMENTS (COST $532,112,692) 100.0% ................................................... 513,452,934 OTHER ASSETS, LESS LIABILITIES 0.0%(c) ......................................................... 253,801 ------------ NET ASSETS 100.0% .............................................................................. $513,706,735 ============ See Abbreviations on page 141. (a) A portion or all of the security purchased on a when-issued basis. See Note 1(b). (b) Variable rate demand notes (VRDNs) are tax-exempt obligations which contain a floating or variable interest rate adjustment formula and an unconditional right of demand to receive payment of the principal balance plus accrued interest at specified dates. The coupon rate shown represents the rate at period end. (c) Rounds to less than 0.1% of net assets. The accompanying notes are an integral part of these financial statements. Annual Report | 83 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN MICHIGAN TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, -------------------------------------------------------------- CLASS A 2009 2008(a) 2007 2006 2005 - ------- ---------- ---------- ---------- ---------- ---------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............... $ 11.71 $ 12.24 $ 12.27 $ 12.35 $ 12.58 ---------- ---------- ---------- ---------- ---------- Income from investment operations(b): Net investment income(c) ...................... 0.51 0.51 0.53 0.54 0.55 Net realized and unrealized gains (losses) .... (0.23) (0.51) (0.01) (0.08) (0.23) ---------- ---------- ---------- ---------- ---------- Total from investment operations ................. 0.28 -- 0.52 0.46 0.32 ---------- ---------- ---------- ---------- ---------- Less distributions from: Net investment income ......................... (0.51) (0.52) (0.53) (0.54) (0.55) Net realized gains ............................ -- (0.01) (0.02) -- -- ---------- ---------- ---------- ---------- ---------- Total distributions .............................. (0.51) (0.53) (0.55) (0.54) (0.55) ---------- ---------- ---------- ---------- ---------- Redemption fees(d,e) ............................. -- -- -- -- -- ---------- ---------- ---------- ---------- ---------- Net asset value, end of year ..................... $ 11.48 $ 11.71 $ 12.24 $ 12.27 $ 12.35 ========== ========== ========== ========== ========== Total return(f) .................................. 2.41% (0.06)% 4.35% 3.77% 2.65% RATIOS TO AVERAGE NET ASSETS Expenses ......................................... 0.63% 0.64% 0.64% 0.64% 0.64% Net investment income ............................ 4.40% 4.25% 4.34% 4.38% 4.45% SUPPLEMENTAL DATA Net assets, end of year (000's) .................. $1,318,955 $1,294,052 $1,260,755 $1,230,439 $1,199,126 Portfolio turnover rate .......................... 16.08% 13.00% 7.97% 6.55% 9.40% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. 84 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN MICHIGAN TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ------------------------------------------------ CLASS B 2009 2008(a) 2007 2006 2005 - ------- ------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............... $ 11.77 $ 12.30 $ 12.33 $ 12.40 $ 12.63 ------- ------- ------- ------- ------- Income from investment operations(b): Net investment income(c) ...................... 0.45 0.45 0.46 0.47 0.48 Net realized and unrealized gains (losses) .... (0.24) (0.52) (0.01) (0.07) (0.23) ------- ------- ------- ------- ------- Total from investment operations ................. 0.21 (0.07) 0.45 0.40 0.25 ------- ------- ------- ------- ------- Less distributions from: Net investment income ......................... (0.44) (0.45) (0.46) (0.47) (0.48) Net realized gains ............................ -- (0.01) (0.02) -- -- ------- ------- ------- ------- ------- Total distributions .............................. (0.44) (0.46) (0.48) (0.47) (0.48) ------- ------- ------- ------- ------- Redemption fees(d,e) ............................. -- -- -- -- -- ------- ------- ------- ------- ------- Net asset value, end of year ..................... $ 11.54 $ 11.77 $ 12.30 $ 12.33 $ 12.40 ======= ======= ======= ======= ======= Total return(f) .................................. 1.84% (0.61)% 3.77% 3.27% 2.08% RATIOS TO AVERAGE NET ASSETS Expenses ......................................... 1.18% 1.19% 1.19% 1.19% 1.19% Net investment income ............................ 3.85% 3.70% 3.79% 3.83% 3.90% SUPPLEMENTAL DATA Net assets, end of year (000's) .................. $30,625 $39,466 $45,664 $51,285 $54,867 Portfolio turnover rate .......................... 16.08% 13.00% 7.97% 6.55% 9.40% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. Annual Report | 85 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN MICHIGAN TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ----------------------------------------------------- CLASS C 2009 2008(a) 2007 2006 2005 - ------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............... $ 11.83 $ 12.36 $ 12.39 $ 12.46 $ 12.69 -------- -------- -------- -------- -------- Income from investment operations(b): Net investment income(c) ...................... 0.45 0.45 0.47 0.48 0.48 Net realized and unrealized gains (losses) .... (0.23) (0.52) (0.02) (0.08) (0.23) -------- -------- -------- -------- -------- Total from investment operations ................. 0.22 (0.07) 0.45 0.40 0.25 -------- -------- -------- -------- -------- Less distributions from: Net investment income ......................... (0.44) (0.45) (0.46) (0.47) (0.48) Net realized gains ............................ -- (0.01) (0.02) -- -- -------- -------- -------- -------- -------- Total distributions .............................. (0.44) (0.46) (0.48) (0.47) (0.48) -------- -------- -------- -------- -------- Redemption fees(d, e) ............................ -- -- -- -- -- -------- -------- -------- -------- -------- Net asset value, end of year ..................... $ 11.61 $ 11.83 $ 12.36 $ 12.39 $ 12.46 ======== ======== ======== ======== ======== Total return(f) .................................. 1.91% (0.61)% 3.74% 3.25% 2.06% RATIOS TO AVERAGE NET ASSETS Expenses ......................................... 1.18% 1.19% 1.19% 1.19% 1.19% Net investment income ............................ 3.85% 3.70% 3.79% 3.83% 3.90% SUPPLEMENTAL DATA Net assets, end of year (000's) .................. $173,295 $131,079 $126,535 $123,024 $108,308 Portfolio turnover rate .......................... 16.08% 13.00% 7.97% 6.55% 9.40% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. 86 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN MICHIGAN TAX-FREE INCOME FUND PERIOD ENDED FEBRUARY 28, ADVISOR CLASS 2009(a) - ------------- ------------ PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ............. $11.95 ------ Income from investment operations(b): Net investment income(c) ...................... 0.35 Net realized and unrealized gains (losses) .... (0.47) ------ Total from investment operations ................. (0.12) ------ Less distributions from net investment income .... (0.34) ------ Net asset value, end of period ................... $11.49 ====== Total return(d) .................................. (0.92)% RATIOS TO AVERAGE NET ASSETS(e) Expenses ......................................... 0.53% Net investment income ............................ 4.50% SUPPLEMENTAL DATA Net assets, end of period (000's) ................ $ 769 Portfolio turnover rate .......................... 16.08% (a) For the period July 1, 2008 (effective date) to February 28, 2009. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Total return is not annualized for periods less than one year. (e) Ratios are annualized for periods less than one year. The accompanying notes are an integral part of these financial statements. Annual Report | 87 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 PRINCIPAL FRANKLIN MICHIGAN TAX-FREE INCOME FUND AMOUNT VALUE - -------------------------------------- ----------- -------------- MUNICIPAL BONDS 98.5% MICHIGAN 93.9% Adrian City School District GO, FSA Insured, Pre-Refunded, 5.00%, 5/01/26 ...................................................................................... $ 1,960,000 $ 2,220,033 5/01/29 ...................................................................................... 2,125,000 2,406,924 5/01/34 ...................................................................................... 6,690,000 7,577,562 Allen Park Brownfield RDA, GO, Limited Redevelopment, Tax Increment, AMBAC Insured, 5.00%, 5/01/32 .................................................................................. 7,300,000 7,066,035 Allendale Public School District GO, School Building and Site, FGIC Insured, Pre-Refunded, 5.125%, 5/01/27 .................................................. 6,450,000 7,160,016 FGIC Insured, Pre-Refunded, 5.125%, 5/01/32 .................................................. 5,490,000 6,094,339 Series A, FSA Insured, 5.00%, 5/01/37 ........................................................ 11,810,000 11,394,288 Anchor Bay School District GO, School Building and Site, Series I, FGIC Insured, Pre-Refunded, 6.00%, 5/01/29 ......................................... 2,000,000 2,017,300 Series II, FGIC Insured, Pre-Refunded, 5.70%, 5/01/25 ........................................ 5,000,000 5,289,650 Series II, FGIC Insured, Pre-Refunded, 5.75%, 5/01/30 ........................................ 3,750,000 3,969,413 Avondale School District GO, School Building and Site, FSA Insured, Pre-Refunded, 5.00%, 5/01/29 ......................................................................................... 9,000,000 10,129,410 Battle Creek School District GO, School Building and Site, FSA Insured, 5.00%, 5/01/31 ...................................................................................... 6,000,000 5,819,760 5/01/34 ...................................................................................... 10,165,000 9,729,633 Battle Creek School District Paying Agent and Registrar, School Building and Site, FSA Insured, 5.00%, 5/01/37 ..................................................................... 8,760,000 8,340,308 Bay City School District GO, School Building and Site, FSA Insured, 5.00%, 5/01/31 ................. 6,000,000 6,006,780 Brown City Community School District GO, Building and Site, FGIC Insured, Pre-Refunded, 5.00%, 5/01/31 .................................................................................. 3,200,000 3,503,936 Caledonia Community Schools GO, MBIA Insured, 5.00%, 5/01/26 ....................................... 3,665,000 3,696,519 Carman-Ainsworth Community School District GO, FGIC Insured, 5.00%, 5/01/27 ............................................................................... 1,400,000 1,359,246 Pre-Refunded, 5.00%, 5/01/27 ................................................................. 1,550,000 1,707,108 Central Michigan University Revenue, FGIC Insured, 5.00%, 10/01/27 ................................................................ 500,000 493,435 General, AMBAC Insured, 5.00%, 10/01/34 ...................................................... 8,905,000 8,629,835 Series A, AMBAC Insured, 5.05%, 10/01/32 ..................................................... 10,000,000 9,797,100 Central Montcalm Public School GO, MBIA Insured, Pre-Refunded, 6.00%, 5/01/29 ...................... 1,400,000 1,412,222 Charles Stewart Mott Community College GO, FGIC Insured, Pre-Refunded, 5.50%, 5/01/21 ......................................................................................... 3,550,000 3,747,487 Charlotte Public School District GO, FGIC Insured, Pre-Refunded, 5.375%, 5/01/29 ................... 5,000,000 5,038,350 Chippewa Valley Schools GO, School Building and Site, FSA Insured, 5.00%, 5/01/34 .................. 6,500,000 6,161,155 Detroit City School District GO, School Building and Site Improvements, Series A, FGIC Insured, Pre-Refunded, 5.00%, 5/01/23 ......................................... 2,650,000 2,965,642 Series A, FSA Insured, 6.00%, 5/01/29 ........................................................ 10,000,000 10,385,300 Series A, FSA Insured, Pre-Refunded, 5.125%, 5/01/31 ......................................... 38,330,000 42,424,411 Series B, FGIC Insured, 5.00%, 5/01/25 ....................................................... 2,000,000 1,852,160 Detroit GO, Series A, Assured Guaranty, 5.00%, 4/01/28 ............................................. 5,000,000 3,675,600 Detroit Public Improvements GO, Series A-1, MBIA Insured, 5.00%, 4/01/20 ........................... 10,610,000 8,575,957 Detroit Sewer Disposal System Revenue, second lien, Series A, MBIA Insured, 5.125%, 7/01/33 ......................................... 18,790,000 15,318,547 senior lien, Refunding, Series A, FSA Insured, 5.00%, 7/01/32 ................................ 5,960,000 5,094,191 88 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN MICHIGAN TAX-FREE INCOME FUND AMOUNT VALUE - -------------------------------------- ----------- -------------- MUNICIPAL BONDS (CONTINUED) MICHIGAN (CONTINUED) Detroit Water Supply System Revenue, FGIC Insured, ETM, 6.25%, 7/01/12 ............................................................ $ 1,175,000 $ 1,254,266 second lien, Refunding, Series C, FSA Insured, 5.00%, 7/01/33 ................................ 20,000,000 17,228,000 second lien, Series B, FGIC Insured, Pre-Refunded, 5.50%, 7/01/33 ............................ 20,000,000 22,014,000 second lien, Series B, MBIA Insured, 5.00%, 7/01/34 .......................................... 8,875,000 7,317,526 senior lien, Refunding, Series A, FGIC Insured, 5.25%, 7/01/33 ............................... 4,745,000 5,161,374 senior lien, Refunding, Series B, BHAC Insured, 5.25%, 7/01/35 ............................... 17,500,000 17,627,050 senior lien, Series A, FGIC Insured, 5.00%, 7/01/30 .......................................... 11,400,000 9,775,956 senior lien, Series A, FGIC Insured, Pre-Refunded, 5.875%, 7/01/29 ........................... 1,500,000 1,578,390 senior lien, Series A, FGIC Insured, Pre-Refunded, 5.25%, 7/01/33 ............................ 4,880,000 5,238,387 senior lien, Series A, FSA Insured, 5.00%, 7/01/34 ........................................... 38,740,000 32,730,264 senior lien, Series A, MBIA Insured, 5.00%, 7/01/27 .......................................... 4,930,000 4,780,079 Series B, MBIA Insured, Pre-Refunded, 5.00%, 7/01/34 ......................................... 5,270,000 5,933,440 Detroit/Wayne County Stadium Authority Revenue, FGIC Insured, 5.25%, 2/01/27 ....................... 5,500,000 5,241,995 East Grand Rapids Public School District GO, FSA Insured, Pre-Refunded, 6.00%, 5/01/29 ......................................................................................... 4,775,000 4,815,540 Eastern Michigan University Revenues, Series A, FGIC Insured, Pre-Refunded, 5.00%, 6/01/28 ...................................................................................... 6,730,000 7,561,559 6/01/33 ...................................................................................... 14,700,000 16,516,332 Eaton Rapids Public Schools GO, School Building and Site, FSA Insured, 5.00%, 5/01/26 ............................................................................... 2,700,000 2,746,440 5.00%, 5/01/29 ............................................................................... 820,000 824,756 Pre-Refunded, 5.00%, 5/01/29 ................................................................. 1,930,000 2,191,090 Farmington Hills EDC Revenue, Botsford Continuing Care, Series A, MBIA Insured, 5.75%, 2/15/25 ......................................................................................... 100,000 85,782 Fennville Public Schools GO, School Building and Site, FGIC Insured, 5.00%, 5/01/30 ............................................................................... 2,085,000 2,090,504 Pre-Refunded, 5.00%, 5/01/30 ................................................................. 1,115,000 1,262,927 Pre-Refunded, 5.00%, 5/01/34 ................................................................. 3,250,000 3,681,178 Ferris State University Revenue, FGIC Insured, 5.25%, 10/01/26 ..................................................................................... 1,500,000 1,515,180 10/01/31 ..................................................................................... 3,255,000 3,257,376 Fowlerville Community School District GO, FGIC Insured, 5.00%, 5/01/30 ...................................................................................... 1,990,000 1,941,643 5/01/34 ...................................................................................... 8,145,000 7,741,904 Genesee County GO, Water Supply System, AMBAC Insured, 5.00%, 11/01/30 ............................. 4,000,000 3,649,760 Grand Blanc Community Schools GO, School Building and Site, FSA Insured, 5.00%, 5/01/28 ......................................................................................... 4,250,000 4,309,500 Grand Rapids Building Authority GO, AMBAC Insured, 5.50%, 8/01/20 .................................. 2,000,000 2,126,400 Grand Rapids Building Authority Revenue, AMBAC Insured, Series A, 5.00%, 10/01/28 .............................................................................. 3,590,000 3,612,007 Pre-Refunded, 5.00%, 10/01/28 ................................................................ 2,410,000 2,694,476 Grand Rapids Downtown Development Authority Tax Increment Revenue, MBIA Insured, 6.875%, 6/01/24 ................................................................................. 7,500,000 7,499,625 Grand Rapids Sanitation Sewer System Revenue, MBIA Insured, 5.00%, 1/01/30 ...................................................................................... 6,100,000 6,135,685 1/01/34 ...................................................................................... 3,670,000 3,633,704 Annual Report | 89 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN MICHIGAN TAX-FREE INCOME FUND AMOUNT VALUE - -------------------------------------- ----------- -------------- MUNICIPAL BONDS (CONTINUED) MICHIGAN (CONTINUED) Grand Rapids Water Supply Revenue, FGIC Insured, 5.00%, 1/01/35 .................................... $ 3,500,000 $ 3,410,575 Grand Valley State University Revenue, General, Refunding, Series A, FSA Insured, 5.00%, 12/01/28 ..................................................................................... 17,165,000 17,366,345 12/01/33 ..................................................................................... 8,570,000 8,378,889 Grand Valley State University Revenue GO, General, 5.75%, 12/01/34 ................................. 1,500,000 1,462,500 Hartland Consolidated School District GO, FGIC Insured, Pre-Refunded, 6.00%, 5/01/29 ............... 30,000,000 31,841,700 Hazel Park Building Authority Revenue, Ice Arena, AMBAC Insured, 4.70%, 4/01/24 .................... 700,000 677,201 Hazel Park School District GO, FSA Insured, 5.00%, 5/01/27 ...................................................................................... 9,000,000 9,122,670 5/01/32 ...................................................................................... 12,475,000 12,513,922 HealthSource Saginaw Inc. Saginaw County GO, MBIA Insured, 5.00%, 5/01/29 .......................... 4,145,000 4,031,842 Howell Public Schools GO, MBIA Insured, Pre-Refunded, 5.875%, 5/01/22 .............................. 2,000,000 2,016,740 Huron School District GO, FSA Insured, Pre-Refunded, 5.25%, 5/01/21 ............................................................................... 1,500,000 1,627,350 5.375%, 5/01/26 .............................................................................. 2,500,000 2,718,875 Jackson Brownfield RDAR, FGIC Insured, 5.125%, 6/01/22 .............................................................................. 2,290,000 2,334,632 5.125%, 6/01/24 .............................................................................. 1,215,000 1,228,086 Pre-Refunded, 5.25%, 6/01/26 ................................................................. 2,820,000 3,140,042 Pre-Refunded, 5.375%, 6/01/30 ................................................................ 5,830,000 6,514,559 Jackson Public Schools GO, School Building and Site, Refunding, FSA Insured, 5.00%, 5/01/34 ......................................................................................... 6,620,000 6,610,136 Kalamazoo City School District GO, School Building and Site, FSA Insured, Pre-Refunded, 5.00%, 5/01/21 .................................................................................. 4,000,000 4,318,360 Kalamazoo Hospital Finance Authority Hospital Facility Revenue, Borgess Medical Center, Series A, AMBAC Insured, ETM, 5.625%, 6/01/14 ........................ 3,805,000 4,156,506 Bronson Methodist Hospital, Refunding, MBIA Insured, 5.25%, 5/15/18 .......................... 135,000 135,487 Bronson Methodist Hospital, Refunding, Series B, FSA Insured, 5.00%, 5/15/26 ................. 7,000,000 6,620,180 L'Anse Creuse Public Schools GO, School Building and Site, FSA Insured, 5.00%, 5/01/35 ............. 10,000,000 9,743,000 Lake St. Clair Shores Drain District GO, Series A, MBIA Insured, 5.125%, 10/01/29 .................. 1,000,000 1,004,680 Lake Superior State University Revenue, Refunding, AMBAC Insured, 5.25%, 11/15/31 .................. 3,320,000 2,793,946 Lapeer Community Schools GO, School Building and Site, FSA Insured, 5.00%, 5/01/33 ...................................................................................... 4,400,000 4,332,988 5/01/37 ...................................................................................... 4,325,000 4,235,126 Lenawee County Hospital Finance Authority Hospital Revenue, Lenawee Health Alliance, Refunding, Series A, AMBAC Insured, 5.20%, 7/01/19 .............................................. 2,115,000 2,145,646 Livonia Municipal Building Authority GO, FGIC Insured, Pre-Refunded, 5.25%, 5/01/30 ................ 3,950,000 4,158,362 Lowell Area Schools GO, FGIC Insured, Pre-Refunded, 5.625%, 5/01/25 ...................................................................................... 3,125,000 3,303,344 5/01/30 ...................................................................................... 3,250,000 3,435,478 Marysville Public School District GO, School Building and Site, Refunding, FSA Insured, 5.00%, 5/01/35 .................................................................................. 5,000,000 4,942,100 Michigan Higher Education Student Loan Authority Revenue, Series XVII-E, AMBAC Insured, 5.40%, 6/01/19 ............................................................................... 5,000,000 4,137,400 5.50%, 6/01/25 ............................................................................... 5,000,000 3,941,850 Michigan Municipal Bond Authority Revenue, Clean Water State Revolving Fund, 5.00%, 10/01/24 ............................................ 11,355,000 11,592,774 Local Government Loan Program, Series C, MBIA Insured, 6.00%, 11/01/10 ....................... 2,185,000 2,187,272 90 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN MICHIGAN TAX-FREE INCOME FUND AMOUNT VALUE - -------------------------------------- ----------- -------------- MUNICIPAL BONDS (CONTINUED) MICHIGAN (CONTINUED) Michigan State Building Authority Revenue, Facilities Program, Refunding, Series I, 6.25%, 10/15/38 ..................................... $15,000,000 $ 15,670,800 Facilities Program, Refunding, Series I, AMBAC Insured, 5.00%, 10/15/33 ...................... 4,450,000 3,847,025 Facilities Program, Refunding, Series I, FSA Insured, 4.75%, 10/15/18 ........................ 3,000,000 3,025,020 Facilities Program, Refunding, Series I, FSA Insured, 5.00%, 10/15/24 ........................ 5,000,000 5,078,000 Refunding, AMBAC Insured, 5.00%, 10/15/33 .................................................... 21,000,000 18,154,500 Refunding, Series IA, FGIC Insured, 5.00%, 10/15/32 .......................................... 17,160,000 14,929,028 Refunding, Series IA, FGIC Insured, 5.00%, 10/15/36 .......................................... 5,000,000 4,267,300 Refunding, Series IA, FSA Insured, 5.00%, 10/15/31 ........................................... 15,530,000 15,466,638 Refunding, Series IA, FSA Insured, 5.00%, 10/15/32 ........................................... 10,000,000 9,876,600 Refunding, Series IA, FSA Insured, 5.00%, 10/15/36 ........................................... 1,000,000 980,860 Michigan State Comprehensive Transportation Revenue, Refunding, FSA Insured, 5.00%, 5/15/26 ...................................................................................... 4,740,000 4,805,412 5/15/31 ...................................................................................... 8,000,000 7,810,720 Michigan State COP, AMBAC Insured, Pre-Refunded, 5.50%, 6/01/27 .................................... 12,000,000 12,638,400 Michigan State HDA Rental Housing Revenue, Refunding, Series A, AMBAC Insured, 6.00%, 4/01/16 ......................................................................................... 65,000 65,034 Michigan State Hospital Finance Authority Revenue, Ascension Health Credit, Series A, MBIA Insured, Pre-Refunded, 6.125%, 11/15/23 .............. 15,175,000 15,906,283 Detroit Medical Center Obligation Group, Refunding, Series A, AMBAC Insured, 5.50%, 8/15/24 ................................................................................... 15,000,000 10,038,450 Detroit Medical Center Obligation Group, Refunding, Series A, AMBAC Insured, 5.25%, 8/15/27 ................................................................................... 10,000,000 6,025,500 Edward W. Sparrow Hospital, Refunding, MBIA Insured, 5.00%, 11/15/31 ......................... 8,500,000 7,855,445 Mercy Health Services, Series Q, AMBAC Insured, ETM, 5.375%, 8/15/26 ......................... 6,000,000 6,000,240 Mercy Health Services, Series R, AMBAC Insured, ETM, 5.375%, 8/15/26 ......................... 1,750,000 1,750,070 Mercy Health Services, Series U, ETM, 5.75%, 8/15/26 ......................................... 300,000 300,000 Mercy Health Services, Series W, FSA Insured, ETM, 5.25%, 8/15/27 ............................ 8,605,000 8,605,172 Mercy Health Services, Series X, MBIA Insured, Pre-Refunded, 6.00%, 8/15/34 .................. 11,000,000 11,353,210 Mercy Mount Clemens Corp., Series A, MBIA Insured, Pre-Refunded, 5.75%, 5/15/29 .............. 4,890,000 4,984,670 Mid-Michigan Health, AMBAC Insured, 5.00%, 4/15/24 ........................................... 7,065,000 6,204,130 Mid-Michigan Health, AMBAC Insured, 5.00%, 4/15/32 ........................................... 1,000,000 797,140 Mid-Michigan Obligation Group, Refunding, Series A, FSA Insured, 5.375%, 6/01/27 ............. 7,500,000 7,460,550 Oakwood Obligated Group, Refunding, Series A, FSA Insured, 5.125%, 8/15/25 ................... 7,500,000 7,519,950 Sparrow Obligated Group, Refunding, MBIA Insured, 5.00%, 11/15/36 ............................ 12,465,000 9,494,217 Sparrow Obligated Group, Refunding, MBIA Insured, 5.00%, 11/15/36 ............................ 6,165,000 5,578,770 St. John's Health System, Refunding, Series A, AMBAC Insured, ETM, 5.125%, 5/15/17 ................................................................................... 14,500,000 14,679,945 St. John's Hospital, Refunding, Series A, AMBAC Insured, ETM, 6.00%, 5/15/13 ................. 3,445,000 3,621,487 St. John's Hospital, Refunding, Series A, AMBAC Insured, ETM, 6.25%, 5/15/14 ................. 9,545,000 10,562,020 Trinity Health Credit Group, Series A, 6.50%, 12/01/33 ....................................... 25,000,000 25,834,500 Michigan State Revenue, Grant Antic Bonds, FSA Insured, 5.25%, 9/15/27 ............................. 10,000,000 9,577,200 Michigan State Strategic Fund Limited Obligation Revenue, The Detroit Edison Co. Pollution Control Bonds Project, Refunding, Collateralized Series AA, FGIC Insured, 6.95%, 5/01/11 ....................................... 5,000,000 5,237,350 Collateralized Series BB, AMBAC Insured, 7.00%, 5/01/21 ...................................... 3,000,000 3,168,330 Michigan State Strategic Fund Resources Recovery Limited Obligation Revenue, Detroit Education Exempt Facilities, Refunding, Series D, XLCA Insured, 5.25%, 12/15/32 ................. 12,350,000 10,255,810 Annual Report | 91 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN MICHIGAN TAX-FREE INCOME FUND AMOUNT VALUE - -------------------------------------- ----------- -------------- MUNICIPAL BONDS (CONTINUED) MICHIGAN (CONTINUED) Michigan State Trunk Line Revenue, Refunding, Series A, MBIA Insured, 4.75%, 11/01/20 ........................................... $ 3,300,000 $ 3,337,323 Refunding, Series A, MBIA Insured, 5.00%, 11/01/26 ........................................... 3,050,000 3,071,503 Series A, FSA Insured, Pre-Refunded, 5.25%, 11/01/30 ......................................... 19,680,000 21,568,690 Michigan Technological University Revenue, General, Series A, MBIA Insured, 5.00%, 10/01/34 ........................................................................................ 3,675,000 3,536,342 Milan Area Schools GO, Series A, FGIC Insured, Pre-Refunded, 5.75%, 5/01/24 ........................ 3,500,000 3,704,785 North Kent Sewer Authority Revenue, Sanitary Sewer, MBIA Insured, 5.00%, 11/01/31 .................. 5,960,000 5,702,647 Otsego Public Schools District GO, School Building and Site, FSA Insured, Pre-Refunded, 5.00%, 5/01/34 .................................................................................. 9,835,000 11,165,479 Oxford Area Community School District GO, FSA Insured, Pre-Refunded, 5.00%, 5/01/26 ...................................................................................... 5,425,000 5,947,699 5/01/31 ...................................................................................... 4,865,000 5,333,743 Pennfield School District GO, School Building and Site, FGIC Insured, Pre-Refunded, 5.00%, 5/01/29 ...................................................................................... 1,150,000 1,302,571 5/01/34 ...................................................................................... 2,500,000 2,831,675 Pinckney Community Schools GO, Refunding, FSA Insured, 5.00%, 5/01/26 .............................. 2,955,000 3,016,700 Pontiac General Building Authority GO, FGIC Insured, Pre-Refunded, 5.375%, 6/01/23 ...................................................................................... 1,620,000 1,810,220 6/01/27 ...................................................................................... 2,635,000 2,944,402 Port Huron GO, Limited Tax, AMBAC Insured, 5.00%, 10/01/22 ......................................... 1,600,000 1,628,144 River Rouge School District GO, Refunding, FGIC Insured, 5.00%, 5/01/22 ............................ 6,575,000 6,708,801 Rockford Public Schools GO, School Building and Site, FSA Insured, 5.00%, 5/01/33 .................. 8,220,000 8,094,809 Royal Oak Hospital Finance Authority Hospital Revenue, William Beaumont Hospital, Refunding, 8.25%, 9/01/39 .................................................................... 10,000,000 10,628,200 Series M, MBIA Insured, 5.25%, 11/15/31 ...................................................... 12,750,000 9,903,817 Series M, MBIA Insured, 5.25%, 11/15/35 ...................................................... 17,600,000 13,433,024 Saginaw City School District GO, School Building and Site, FSA Insured, 5.00%, 5/01/36 ...................................................................................... 6,275,000 6,155,712 5/01/38 ...................................................................................... 10,555,000 10,301,047 Saginaw Hospital Finance Authority Revenue, Covenant Medical Center, Refunding, Series E, MBIA Insured, 5.375%, 7/01/19 .............................................................................. 4,850,000 4,851,164 5.50%, 7/01/24 ............................................................................... 1,750,000 1,690,133 Saginaw Valley State University Revenue, General, FSA Insured, 5.00%, 7/01/37 ......................................................... 5,000,000 4,823,550 General, Refunding, AMBAC Insured, 5.25%, 7/01/19 ............................................ 345,000 350,610 General, Refunding, FSA Insured, 5.00%, 7/01/28 .............................................. 7,050,000 7,107,034 Series A, MBIA Insured, 5.125%, 7/01/30 ...................................................... 4,315,000 4,319,876 South Macomb Disposal Authority Revenue, AMBAC Insured, Pre-Refunded, 5.25%, 9/01/20 ......................................................................................... 2,000,000 2,124,920 South Redford School District GO, School Building and Site, MBIA Insured, 5.00%, 5/01/30 ......................................................................................... 3,500,000 3,432,590 Southfield Library Building Authority GO, Refunding, MBIA Insured, 5.00%, 5/01/30 .................. 6,535,000 6,558,591 Southfield Public Schools GO, Refunding, MBIA Insured, 4.75%, 5/01/29 .............................. 9,040,000 8,788,055 Sparta Area Schools GO, School Building and Site, FGIC Insured, Pre-Refunded, 5.00%, 5/01/30 ......................................................................................... 2,730,000 3,092,189 92 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN MICHIGAN TAX-FREE INCOME FUND AMOUNT VALUE - -------------------------------------- ----------- -------------- MUNICIPAL BONDS (CONTINUED) MICHIGAN (CONTINUED) St. Clair County EDC, PCR, The Detroit Edison Co., Refunding, Series AA, AMBAC Insured, 6.40%, 8/01/24 .................................................................................. $10,000,000 $ 9,994,400 Sturgis Public School District GO, Refunding, FGIC Insured, 5.00%, 5/01/30 ......................... 4,715,000 4,571,004 Taylor Brownfield RDA, GO, Tax Increment, Series A, MBIA Insured, 5.00%, 5/01/29 ...................................................................................... 2,900,000 2,842,087 5/01/34 ...................................................................................... 3,945,000 3,723,804 Taylor Tax Increment Finance Authority Revenue, FSA Insured, 5.00%, 5/01/21 ........................ 2,595,000 2,656,112 Tecumseh Public Schools GO, FGIC Insured, Pre-Refunded, 5.50%, 5/01/25 ...................................................................................... 5,925,000 6,254,608 5/01/30 ...................................................................................... 4,500,000 4,750,335 Thornapple Kellogg School GO, School Building and Site, FSA Insured, Pre-Refunded, 5.00%, 5/01/23 .................................................... 965,000 1,083,309 FSA Insured, Pre-Refunded, 5.00%, 5/01/28 .................................................... 6,250,000 7,016,250 Refunding, FSA Insured, 5.00%, 5/01/23 ....................................................... 3,035,000 3,120,526 Trenton Public Schools School District GO, School Building and Site, FSA Insured, 5.00%, 5/01/31 ...................................................................................... 4,575,000 4,526,368 5/01/38 ...................................................................................... 8,150,000 7,894,253 Van Dyke Public Schools GO, School Building and Site, FSA Insured, 5.00%, 5/01/34 .................. 5,000,000 4,873,900 Warren Consolidated School District GO, FSA Insured, 4.875%, 5/01/22 ............................... 8,910,000 9,066,014 Warren Water and Sewer Revenue, FSA Insured, Pre-Refunded, 5.125%, 11/01/23 ........................ 2,450,000 2,694,045 Wayne Charter County Airport Revenue, Detroit Metropolitan Wayne County Airport, Series A, MBIA Insured, 5.25%, 12/01/18 ................................................................... 5,500,000 5,298,865 Wayne Charter County GO, Airport Hotel, Detroit Metropolitan Wayne County Airport, Series A, MBIA Insured, 5.25%, 12/01/25 .................................................................................. 17,000,000 16,775,090 Airport Hotel, Detroit Metropolitan Wayne County Airport, Series A, MBIA Insured, 5.00%, 12/01/30 .................................................................................. 10,750,000 9,659,412 Capital Improvement, Series A, FSA Insured, 5.00%, 2/01/34 ................................... 7,640,000 7,253,874 Capital Improvement, Series A, FSA Insured, 5.00%, 2/01/38 ................................... 12,135,000 11,411,269 Wayne County Airport Authority Revenue, Detroit Metropolitan Airport, Refunding, FGIC Insured, 5.00%, 12/01/27 ..................................................................................... 9,910,000 9,030,190 12/01/28 ..................................................................................... 10,170,000 9,160,322 Wayne State University Revenues, General, AMBAC Insured, 5.00%, 11/15/30 ............................................................... 2,925,000 2,947,084 AMBAC Insured, 5.00%, 11/15/36 ............................................................... 5,000,000 4,947,850 Refunding, FGIC Insured, 5.125%, 11/15/29 .................................................... 17,900,000 17,975,001 Refunding, FSA Insured, 5.00%, 11/15/28 ...................................................... 23,550,000 23,746,407 Refunding, FSA Insured, 5.00%, 11/15/35 ...................................................... 22,435,000 21,663,909 West Bloomfield School District GO, FGIC Insured, Pre-Refunded, 6.00%, 5/01/19 ...................................................................................... 2,100,000 2,228,919 5/01/20 ...................................................................................... 2,000,000 2,122,780 West Branch Rose City Area School District GO, FGIC Insured, Pre-Refunded, 5.50%, 5/01/24 ......................................................................................... 1,400,000 1,410,668 West Ottawa Public School District GO, School Building Site, Refunding, MBIA Insured, 5.00%, 5/01/32 .................................................................................. 6,025,000 5,871,362 Western Michigan University Revenues, General, FSA Insured, 5.00%, 11/15/28 ..................................................................................... 5,500,000 5,572,490 11/15/32 ..................................................................................... 6,410,000 6,313,273 Annual Report | 93 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN MICHIGAN TAX-FREE INCOME FUND AMOUNT VALUE - -------------------------------------- ----------- -------------- MUNICIPAL BONDS (CONTINUED) MICHIGAN (CONTINUED) Western Townships Utilities Authority GO, Sewer Disposal System, FGIC Insured, 4.75%, 1/01/23 ......................................................................................... $ 8,500,000 $ 8,505,355 Whitmore Lake Public School District GO, FGIC Insured, 5.00%, 5/01/32 .............................. 9,375,000 8,953,594 Willow Run Community Schools GO, FSA Insured, 5.00%, 5/01/31 ....................................... 12,550,000 12,577,108 Wyoming Sewer Disposal System Revenue, Refunding, MBIA Insured, 5.00%, 6/01/27 ..................... 5,700,000 5,699,544 Ypsilanti Community Utilities GO, Sanitation Sewer System No. 3, FGIC Insured, 5.00%, 5/01/32 ......................................................................................... 6,065,000 5,831,316 Zeeland Public Schools GO, Refunding, FGIC Insured, 5.00%, 5/01/25 ................................. 3,350,000 3,302,330 -------------- 1,431,031,158 -------------- U.S. TERRITORIES 4.6% PUERTO RICO 4.6% Puerto Rico Commonwealth Highway and Transportation Authority Transportation Revenue, Refunding, Series D, FSA Insured, 5.00%, 7/01/32 ............................................. 11,945,000 11,421,331 Series B, MBIA Insured, Pre-Refunded, 5.875%, 7/01/35 ........................................ 8,570,000 9,165,101 Series B, MBIA Insured, Pre-Refunded, 5.875%, 7/01/35 ........................................ 16,430,000 17,684,595 Series D, FSA Insured, Pre-Refunded, 5.00%, 7/01/32 .......................................... 8,055,000 8,996,468 Puerto Rico Electric Power Authority Power Revenue, Series RR, FGIC Insured, Pre-Refunded, 5.00%, 7/01/35 .................................................................................. 14,000,000 16,177,140 Puerto Rico Port Authority Revenue, Series D, FGIC Insured, 7.00%, 7/01/14 ......................... 6,380,000 6,334,574 -------------- TOTAL U.S. TERRITORIES ............................................................................. 69,779,209 -------------- TOTAL INVESTMENTS (COST $1,524,697,178) 98.5% ...................................................... 1,500,810,367 OTHER ASSETS, LESS LIABILITIES 1.5% ................................................................ 22,834,169 -------------- NET ASSETS 100.0% .................................................................................. $1,523,644,536 ============== See Abbreviations on page 141. The accompanying notes are an integral part of these financial statements. 94 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN MINNESOTA TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ----------------------------------------------------- CLASS A 2009 2008(a) 2007 2006 2005 - ------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............... $ 11.51 $ 12.16 $ 12.13 $ 12.23 $ 12.39 -------- -------- -------- -------- -------- Income from investment operations(b): Net investment income(c) ...................... 0.48 0.50 0.50 0.51 0.53 Net realized and unrealized gains (losses) .... 0.30 (0.65) 0.03 (0.10) (0.16) -------- -------- -------- -------- -------- Total from investment operations ................. 0.78 (0.15) 0.53 0.41 0.37 -------- -------- -------- -------- -------- Less distributions from net investment income .... (0.49) (0.50) (0.50) (0.51) (0.53) -------- -------- -------- -------- -------- Redemption fees(d, e) ............................ -- -- -- -- -- -------- -------- -------- -------- -------- Net asset value, end of year ..................... $ 11.80 $ 11.51 $ 12.16 $ 12.13 $ 12.23 ======== ======== ======== ======== ======== Total return(f) .................................. 6.90% (1.34)% 4.50% 3.48% 2.99% RATIOS TO AVERAGE NET ASSETS Expenses ......................................... 0.66% 0.67% 0.66% 0.67% 0.67% Net investment income ............................ 4.17% 4.14% 4.15% 4.17% 4.35% SUPPLEMENTAL DATA Net assets, end of year (000's) .................. $653,812 $545,977 $539,643 $528,660 $515,780 Portfolio turnover rate .......................... 21.67% 9.99% 14.24% 13.03% 12.06% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. Annual Report | 95 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN MINNESOTA TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ------------------------------------------------- CLASS C 2009 2008(a) 2007 2006 2005 - ------- -------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............... $ 11.60 $ 12.24 $ 12.22 $ 12.31 $ 12.47 -------- ------- ------- ------- ------- Income from investment operations(b): Net investment income(c) ...................... 0.42 0.43 0.44 0.44 0.46 Net realized and unrealized gains (losses) .... 0.29 (0.64) 0.01 (0.09) (0.16) -------- ------- ------- ------- ------- Total from investment operations ................. 0.71 (0.21) 0.45 0.35 0.30 -------- ------- ------- ------- ------- Less distributions from net investment income .... (0.42) (0.43) (0.43) (0.44) (0.46) -------- ------- ------- ------- ------- Redemption fees(d, e) ............................ -- -- -- -- -- -------- ------- ------- ------- ------- Net asset value, end of year ..................... $ 11.89 $ 11.60 $ 12.24 $ 12.22 $ 12.31 ======== ======= ======= ======= ======= Total return(f) .................................. 6.26% (1.78)% 3.81% 2.98% 2.40% RATIOS TO AVERAGE NET ASSETS Expenses ......................................... 1.21% 1.22% 1.21% 1.22% 1.22% Net investment income ............................ 3.62% 3.59% 3.60% 3.62% 3.80% SUPPLEMENTAL DATA Net assets, end of year (000's) .................. $102,212 $70,318 $64,873 $64,900 $59,682 Portfolio turnover rate .......................... 21.67% 9.99% 14.24% 13.03% 12.06% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. 96 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 PRINCIPAL FRANKLIN MINNESOTA TAX-FREE INCOME FUND AMOUNT VALUE --------------------------------------- ----------- ------------ MUNICIPAL BONDS 98.4% MINNESOTA 95.1% Anoka County Housing and RDA, GO, Housing Development, Refunding, AMBAC Insured, 4.875%, 2/01/24 ............................................................................. $ 2,195,000 $ 2,263,813 Anoka-Hennepin ISD No. 11 GO, School Building, Refunding, Series A, Assured Guaranty, 5.00%, 2/01/20 ................... 5,870,000 6,719,859 School District Credit Enhancement Program, Series A, FSA Insured, 5.00%, 2/01/20 ........ 6,130,000 6,481,985 Bloomington ISD No. 271 GO, School Building, Refunding, Series C, FSA Insured, 4.50%, 2/01/23 ..................................................................................... 2,500,000 2,593,075 Blue Earth County EDA Public Project Lease Revenue, Series A, MBIA Insured, 4.50%, 12/01/24 .................................................................................... 1,055,000 1,070,181 Brooklyn Center ISD No. 286 GO, FGIC Insured, 5.00%, 2/01/22 ................................... 1,000,000 1,079,330 Burnsville MFR, Coventry Court, Refunding, Series A, GNMA Secured, 5.90%, 9/20/19 ........................................................................... 400,000 402,580 5.95%, 9/20/29 ........................................................................... 1,275,000 1,285,710 6.00%, 9/20/34 ........................................................................... 1,000,000 1,010,750 Byron ISD No. 531 GO, School Building, Series A, FGIC Insured, 5.00%, 2/01/24 .................. 2,015,000 2,108,073 Cambridge ISD No. 911 GO, Series A, MBIA Insured, 4.25%, 2/01/24 ............................... 1,235,000 1,229,554 Cass Lake ISD No. 115 GO, Refunding, FGIC Insured, 5.00%, 2/01/22 .............................. 3,805,000 3,951,036 Centennial ISD No. 012 GO, Series A, FSA Insured, 5.00%, 2/01/21 ............................... 1,000,000 1,079,330 Chaska ISD No. 112 GO, School Building, Series A, MBIA Insured, 4.50%, 2/01/28 ................. 15,000,000 14,736,900 Chisago County GO, Capital Improvement, Series A, MBIA Insured, 4.75%, 2/01/26 ................. 2,415,000 2,467,671 Dakota County CDA Governmental Housing Development GO, Senior Housing Facilities, Series A, 5.125%, 1/01/35 ............................................................................. 2,625,000 2,625,682 Dakota County Housing and RDA, SFMR, GNMA Secured, 5.75%, 4/01/18 ........................................................................... 104,000 104,157 5.85%, 10/01/30 .......................................................................... 174,000 174,059 Deer River ISD No. 317 GO, FSA Insured, 6.00%, 2/01/25 ......................................... 1,325,000 1,381,034 Duluth ISD No. 709 COP, Full Term Certificate, Series B, FSA Insured, 5.00%, 2/01/28 ........... 18,890,000 19,545,861 Eagan GO, Recreational Facilities, Series A, MBIA Insured, 5.00%, 2/01/21 ...................... 3,075,000 3,197,077 Eagan MFHR, Forest Ridge Apartments, Refunding, Series A, GNMA Secured, 5.95%, 9/20/29 ........................................................................... 1,700,000 1,714,042 6.00%, 9/20/34 ........................................................................... 1,480,000 1,495,910 Elk River ISD Number 728 GO, School Building, Refunding, Series A, FSA Insured, 4.25%, 2/01/24 ..................................................................................... 6,265,000 6,237,371 Farmington ISD No. 192 GO, MBIA Insured, 5.25%, 2/01/24 ............................................................. 5,915,000 6,285,693 School Building, Refunding, Series A, FSA Insured, 4.50%, 2/01/24 ........................ 5,015,000 5,107,226 School Building, Series B, FSA Insured, 5.00%, 2/01/23 ................................... 3,000,000 3,156,360 School Building, Series B, FSA Insured, 4.75%, 2/01/27 ................................... 16,075,000 16,310,659 Fergus Falls ISD No. 544 GO, School Building, Series A, FSA Insured, 5.00%, 1/01/25 ............ 1,655,000 1,737,998 Fridley ISD No. 014 GO, Alternative Facilities, Series A, FSA Insured, 4.375%, 2/01/27 ......... 2,040,000 1,972,252 Hastings ISD No. 200 GO, Refunding, Series A, FSA Insured, 4.50%, 2/01/22 ...................... 2,700,000 2,766,042 Hennepin County Sales Tax Revenue, Hennepin County Sales Tax, 4.75%, 12/15/37 ............................................... 25,000,000 24,272,750 Second Lien, Ballpark Project, Series B, 5.00%, 12/15/21 ................................. 5,000,000 5,440,200 Hibbing Health Care Facilities Revenue, The Duluth Clinic Ltd., FSA Insured, Pre-Refunded, 5.00%, 11/01/25 ............................................................................. 8,000,000 9,119,600 Annual Report | 97 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN MINNESOTA TAX-FREE INCOME FUND AMOUNT VALUE --------------------------------------- ----------- ------------ MUNICIPAL BONDS (CONTINUED) MINNESOTA (CONTINUED) Hopkins Elderly Housing Revenue, St. Therese Project, Refunding, Series A, GNMA Secured, 5.60%, 11/20/17 .......................................................................... $ 700,000 $ 704,641 5.70%, 11/20/32 .......................................................................... 3,000,000 3,042,780 Hopkins ISD No. 270 GO, FGIC Insured, 5.125%, 2/01/22 .......................................... 3,880,000 4,201,380 Hubbard County Housing and RDA, GO, Heritage Center Project, MBIA Insured, 5.50%, 8/01/27 ..................................................................................... 1,085,000 1,142,896 Lake Superior ISD No. 381 GO, Series A, FSA Insured, 5.00%, 4/01/23 ............................ 4,195,000 4,590,337 Lakeview ISD No. 2167 GO, MBIA Insured, 5.25%, 2/01/26 ......................................... 3,705,000 3,937,896 Lakeville ISD No. 194 GO, School Building, Refunding, Series B, Assured Guaranty, 5.00%, 2/01/16 ................... 5,405,000 6,212,939 School Building, Refunding, Series B, Assured Guaranty, 5.00%, 2/01/17 ................... 5,750,000 6,646,080 Series A, FGIC Insured, 5.00%, 2/01/23 ................................................... 10,180,000 11,082,152 Medford ISD No. 763 GO, Series A, FSA Insured, 5.125%, 2/01/29 ................................. 2,700,000 2,863,431 Metropolitan Council Minneapolis-St. Paul Metropolitan Area GO, Wastewater, Series B, 4.50%, 12/01/26 .................................................................................... 5,000,000 5,031,500 Minneapolis and St. Paul Metropolitan Airports Commission Airport Revenue, Refunding, Senior Series A, AMBAC Insured, 5.00%, 1/01/20 ................................ 5,400,000 5,718,492 Refunding, Series A, BHAC Insured, 5.00%, 1/01/23 ........................................ 14,800,000 15,887,948 Senior, Refunding, Series A, BHAC Insured, 5.00%, 1/01/26 ................................ 10,000,000 10,467,100 Series A, FGIC Insured, Pre-Refunded, 5.25%, 1/01/32 ..................................... 7,000,000 7,496,930 Series C, FGIC Insured, Pre-Refunded, 5.25%, 1/01/26 ..................................... 2,000,000 2,140,100 Series C, FGIC Insured, Pre-Refunded, 5.25%, 1/01/32 ..................................... 9,000,000 9,630,450 Minneapolis CDA and St. Paul Housing and RDAR, Health Care Facilities, Carondelet, Series B, BIG Insured, Pre-Refunded, 8.875%, 11/01/15 ................................................. 545,000 620,390 Minneapolis GO, Sports Arena Project, Refunding, 5.125%, 10/01/20 ........................................ 8,340,000 8,339,750 Sports Arena Project, Refunding, 5.20%, 10/01/24 ......................................... 3,750,000 3,750,187 Various Purpose, Pre-Refunded, 5.125%, 12/01/28 .......................................... 3,000,000 3,312,300 Minneapolis Health Care Revenue, Fairview Health Services, AMBAC Insured, 5.00%, 11/15/34 .................................................................................... 12,645,000 10,690,083 Minneapolis MFR, Riverside Plaza, Refunding, GNMA Secured, 5.20%, 12/20/30 ..................... 5,000,000 4,589,800 Minneapolis Health Care System Revenue, Fairview Health Services, Series B, Assured Guaranty, 6.50%, 11/15/38, 6.50%, 11/15/38 ............................................................ 35,000,000 37,464,000 Minneapolis Special School District No. 001 COP, Refunding, Series A, MBIA Insured, 4.50%, 2/01/21 ........................................ 2,715,000 2,798,052 Series A, FSA Insured, 5.00%, 2/01/21 .................................................... 1,950,000 2,021,409 Minnesota Agriculture and Economic Development Board Revenue, Benedictine Health, Series A, MBIA Insured, Pre-Refunded, 5.125%, 2/15/29 ................ 14,625,000 15,341,479 Evangelical Lutheran Good Samaritan, Society Project, AMBAC Insured, 5.15%, 12/01/22 .............................................................................. 4,870,000 4,465,157 Health Care System, Refunding, Series A, MBIA Insured, 5.75%, 11/15/26 ................... 365,000 341,147 Series E, Assured Guaranty, 5.00%, 2/15/37 ............................................... 20,600,000 17,969,380 Minnesota Public Facilities Authority Water PCR, Series B, Refunding, 5.00%, 3/01/18 ........... 6,215,000 7,230,842 Minnesota State 911 Revenue, Public Safety Radio Communication System, Assured Guaranty, 5.00%, 6/01/24 .............................................................................. 5,000,000 5,287,750 98 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN MINNESOTA TAX-FREE INCOME FUND AMOUNT VALUE --------------------------------------- ----------- ------------ MUNICIPAL BONDS (CONTINUED) MINNESOTA (CONTINUED) Minnesota State Colleges and University Revenue, Fund, Series A, MBIA Insured, 5.00%, 10/01/22 ................................................................................. $ 1,745,000 $ 1,850,136 10/01/23 ................................................................................. 1,825,000 1,921,999 10/01/24 ................................................................................. 1,900,000 1,985,367 10/01/25 ................................................................................. 1,155,000 1,198,162 10/01/26 ................................................................................. 1,715,000 1,769,194 10/01/32 ................................................................................. 5,540,000 5,576,786 Minnesota State GO, Highway and Various Purpose, 5.00%, 8/01/23 .............................................. 3,000,000 3,245,700 Highway and Various Purpose, FSA Insured, 5.00%, 8/01/22 ................................. 1,000,000 1,087,150 Highway and Various Purpose, FSA Insured, 5.00%, 8/01/25 ................................. 10,000,000 10,590,500 MBIA Insured, 5.00%, 6/01/26 ............................................................. 10,000,000 10,424,700 Various Purposes, Series A, 4.25%, 12/01/27 .............................................. 5,000,000 4,879,700 Various Purposes, Series A, 4.50%, 12/01/28 .............................................. 15,540,000 15,565,330 Minnesota State HFAR, Rental Housing, Refunding, Series D, MBIA Insured, 5.90%, 8/01/15 ........................ 730,000 729,971 Rental Housing, Refunding, Series D, MBIA Insured, 5.95%, 2/01/18 ........................ 225,000 225,369 Rental Housing, Refunding, Series D, MBIA Insured, 6.00%, 2/01/22 ........................ 230,000 230,483 SFM, Series B, 5.00%, 7/01/13 ............................................................ 50,000 50,067 SFM, Series D, 5.45%, 1/01/26 ............................................................ 1,620,000 1,595,344 SFM, Series E, AMBAC Insured, 5.40%, 1/01/25 ............................................. 1,980,000 1,965,289 SFM, Series G, AMBAC Insured, 6.25%, 7/01/26 ............................................. 170,000 170,325 Minnesota State Higher Education Facilities Authority Revenue, St. John's University, Series 5-I, MBIA Insured, Pre-Refunded, 5.25%, 10/01/21 ................................................................................. 1,750,000 1,915,130 10/01/26 ................................................................................. 1,500,000 1,641,540 Minnesota State Public Facilities Authority Clean Water Revenue, Series B, 4.75%, 3/01/27 ...... 5,000,000 5,106,700 Minnetonka MFHR, Cedar Hills Project, Refunding, Series A, GNMA Secured, 5.90%, 10/20/19 .......................................................................... 1,750,000 1,759,783 5.95%, 10/20/29 .......................................................................... 5,955,000 6,001,925 Moorhead ISD No. 152 GO, School Building, Refunding, 4.25%, 4/01/22 ............................ 4,690,000 4,751,861 New Brighton GO, Tax Increment, Series A, MBIA Insured, 5.00%, 2/01/32 ......................... 5,110,000 5,169,685 Nobles County Housing and RDA Public Project Revenue, Annual Appropriation Lease Obligation, AMBAC Insured, Pre-Refunded, 5.625%, 2/01/22 ................................................ 1,230,000 1,285,092 North Branch Water System Revenue, FSA Insured, 4.75%, 8/01/27 .............................................................. 1,500,000 1,519,665 Series A, FSA Insured, 5.00%, 8/01/33 .................................................... 1,325,000 1,313,870 Northern Municipal Power Agency Electric System Revenue, Refunding, FSA Insured, 5.00%, 1/01/12 ................................................... 790,000 797,173 Refunding, Series A, Assured Guaranty, 5.00%, 1/01/13 .................................... 4,000,000 4,295,880 Refunding, Series A, Assured Guaranty, 5.00%, 1/01/21 .................................... 1,000,000 1,032,350 Series A, AMBAC Insured, 5.00%, 1/01/26 .................................................. 2,000,000 1,981,900 Osseo ISD No. 279 GO, Series A, FSA Insured, 5.00%, 2/01/20 .................................... 3,000,000 3,134,310 Pine City Health Care and Housing Revenue, North Branch, Series A, GNMA Secured, 5.00%, 10/20/38 .................................................................................... 4,280,000 3,871,260 Pipestone-Jasper ISD No. 2689 GO, Refunding, Series A, FSA Insured, 5.00%, 3/01/20 ............. 1,595,000 1,697,686 Annual Report | 99 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN MINNESOTA TAX-FREE INCOME FUND AMOUNT VALUE --------------------------------------- ----------- ------------ MUNICIPAL BONDS (CONTINUED) MINNESOTA (CONTINUED) Plymouth Health Facilities Revenue, Westhealth Project, Series A, FSA Insured, 6.25%, 6/01/16 ........................................................................... $ 1,600,000 $ 1,607,856 6.125%, 6/01/24 .......................................................................... 1,815,000 1,814,891 Prior Lake ISD No. 719 GO, FSA Insured, 5.50%, 2/01/20 .............................................................. 2,255,000 2,340,216 FSA Insured, 5.50%, 2/01/21 .............................................................. 2,590,000 2,687,876 Series C, MBIA Insured, 5.00%, 2/01/21 ................................................... 2,000,000 2,082,480 Series C, MBIA Insured, 5.00%, 2/01/23 ................................................... 6,025,000 6,216,896 Robbinsdale GO, Housing Development, Senior Housing Project, Series B, FGIC Insured, Pre-Refunded, 5.875%, 1/01/31 ............................................................... 2,160,000 2,254,154 Robbinsdale ISD No. 281 GO, Refunding, Series A, MBIA Insured, 4.50%, 2/01/22 .................. 3,000,000 3,050,430 Rochester Electric Utility Revenue, AMBAC Insured, Pre-Refunding, 5.25%, 12/01/24 .............. 3,000,000 3,223,890 Rush City ISD No. 139 GO, School Building, MBIA Insured, 5.00%, 2/01/21 ........................................................................... 1,680,000 1,835,350 5.125%, 2/01/26 .......................................................................... 4,245,000 4,657,826 Sauk Rapids ISD No. 047 GO, School Building, Refunding, Series A, FSA Insured, 5.00%, 2/01/22 ........................ 2,200,000 2,341,130 School Building, Refunding, Series A, FSA Insured, 4.50%, 2/01/25 ........................ 2,175,000 2,183,896 Series A, MBIA Insured, 5.75%, 2/01/23 ................................................... 2,740,000 2,936,732 Series A, MBIA Insured, 5.75%, 2/01/26 ................................................... 5,000,000 5,360,950 Scott County GO, Capital Improvement, Series A, AMBAC Insured, 5.00%, 12/01/27 ................. 5,590,000 5,810,246 Scott County Housing and Redevelopment Authority Facilities Lease Revenue, AMBAC Insured, Pre-Refunded, 5.70%, 2/01/29 ................................................................ 1,380,000 1,409,394 Scott County Housing and Redevelopment Authority GO, Savage City, Hamilton Apartments Project, AMBAC Insured, Pre-Refunded, 5.70%, 2/01/33 ........................................ 2,285,000 2,333,670 South Washington County ISD No. 833 GO, Series B, FSA Insured, 5.00%, 2/01/23 .................. 4,000,000 4,116,400 Southeastern Multi-County Housing and RDAR, Housing Development, Goodhue County Apartments, Series B, MBIA Insured, Pre-Refunded, 5.75%, 1/01/31 ............................ 2,415,000 2,517,782 Southern Minnesota Municipal Power Agency Power Supply System Revenue, Capital Appreciation, Refunding, Series A, MBIA Insured, zero cpn., 1/01/19 .............. 5,875,000 4,008,160 Capital Appreciation, Refunding, Series A, MBIA Insured, zero cpn., 1/01/20 .............. 14,035,000 8,968,646 Capital Appreciation, Refunding, Series A, MBIA Insured, zero cpn., 1/01/23 .............. 4,000,000 2,095,920 Capital Appreciation, Refunding, Series A, MBIA Insured, zero cpn., 1/01/26 .............. 5,000,000 2,139,300 Capital Appreciation, Refunding, Series A, MBIA Insured, zero cpn., 1/01/27 .............. 6,600,000 2,643,234 Capital Appreciation, Refunding, Series C, AMBAC Insured, zero cpn., 1/01/18 ............. 15,935,000 11,530,247 Series A, MBIA Insured, Pre-Refunded, 5.75%, 1/01/18 ..................................... 1,000,000 1,102,670 Spring Lake Park ISD No. 16 GO, School Building, Series A, FSA Insured, 5.00%, 2/01/29 ......... 4,025,000 4,138,384 St. Clair ISD No. 75 GO, MBIA Insured, 5.70%, 4/01/22 .......................................... 2,250,000 2,257,425 St. Cloud Health Care Revenue, St. Cloud Hospital Obligation, Group A, FSA Insured, 5.875%, 5/01/30 ..................................................................................... 17,785,000 17,821,459 St. Cloud Hospital Facilities Revenue, St. Cloud Hospital, Refunding, Series A, AMBAC Insured, 5.00%, 7/01/15 .............................................................................. 1,165,000 1,164,884 St. Michael ISD No. 885 GO, FSA Insured, 5.00%, 2/01/23 .............................................................. 3,300,000 3,561,789 School Building, Refunding, FSA Insured, 5.00%, 2/01/24 .................................. 2,735,000 2,867,675 School Building, Series A, FSA Insured, 4.75%, 2/01/29 ................................... 5,000,000 5,023,200 St. Paul Housing and RDA Health Care Revenue, Allina Health System, Series A, MBIA Insured, 5.00%, 11/15/22 ............................................................................. 5,000,000 4,611,350 100 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN MINNESOTA TAX-FREE INCOME FUND AMOUNT VALUE --------------------------------------- ----------- ------------ MUNICIPAL BONDS (CONTINUED) MINNESOTA (CONTINUED) St. Paul ISD No. 625 GO, School Building, Series A, FSA Insured, 5.00%, 2/01/24 .................................................................................. $ 1,615,000 $ 1,710,027 2/01/25 .................................................................................. 1,675,000 1,760,860 2/01/26 .................................................................................. 1,745,000 1,822,513 St. Paul Sales Tax Revenue, Sub Series A, XLCA Insured, 5.00%, 11/01/30 ........................ 7,360,000 7,123,082 St. Peter GO, Hospital, Series A, MBIA Insured, 5.00%, 9/01/32 ................................. 6,805,000 6,427,799 University of Minnesota Revenue, Series A, 5.25%, 4/01/29 ........................................................................... 1,000,000 1,049,430 5.125%, 4/01/34 .......................................................................... 1,000,000 1,019,280 Upsala ISD No. 487 GO, School Building, FGIC Insured, 5.00%, 2/01/22 .................................................................................. 1,140,000 1,243,250 2/01/28 .................................................................................. 2,400,000 2,619,216 Waconia ISD No. 110 GO, School Building, Refunding, Series B, 4.125%, 2/01/22 .................. 5,340,000 5,416,896 Walker-Hakensack-Akeley ISD No. 113 GO, Series A, FSA Insured, 6.00%, 2/01/23 .................................................................................. 1,160,000 1,209,056 2/01/25 .................................................................................. 1,300,000 1,354,977 Washington County Housing and RDAR, Government Housing, Landfall Terrace Project, Refunding, 5.35%, 2/01/22 ........................................................................... 1,000,000 999,760 5.40%, 8/01/27 ........................................................................... 2,015,000 2,014,859 Watertown ISD No. 111 GO, Series A, FSA Insured, 5.00%, 2/01/24 ................................ 2,725,000 2,857,190 West St. Paul ISD No. 197 GO, School Building, Series B, 5.00%, 2/01/21 .................................................................................. 3,340,000 3,539,298 2/01/22 .................................................................................. 3,500,000 3,679,935 Western Minnesota Municipal Power Agency Revenue, MBIA Insured, 5.00%, 1/01/26 ............................................................. 8,565,000 8,588,040 Refunding, Series A, AMBAC Insured, 5.50%, 1/01/12 ....................................... 2,745,000 2,745,110 Refunding, Series A, AMBAC Insured, 5.50%, 1/01/13 ....................................... 4,500,000 4,495,320 Series A, FSA Insured, 5.00%, 1/01/36 .................................................... 6,000,000 5,903,760 Series A, MBIA Insured, 5.00%, 1/01/30 ................................................... 7,200,000 7,017,624 Willmar GO, Rice Memorial Hospital Project, FSA Insured, 5.00%, 2/01/22 .................................................................................. 2,550,000 2,623,644 2/01/25 .................................................................................. 3,000,000 3,048,780 2/01/32 .................................................................................. 5,415,000 5,418,574 ------------ 718,884,668 ------------ U.S. TERRITORIES 3.3% PUERTO RICO 3.0% Puerto Rico Commonwealth GO, Public Improvement, FSA Insured, Pre-Refunded, 5.00%, 7/01/23 ................................................ 1,545,000 1,681,053 FSA Insured, Pre-Refunded, 5.125%, 7/01/30 ............................................... 580,000 632,733 Refunding, FSA Insured, 5.00%, 7/01/23 ................................................... 955,000 943,397 Refunding, FSA Insured, 5.125%, 7/01/30 .................................................. 420,000 402,877 Puerto Rico Electric Power Authority Power Revenue, Refunding, Series SS, MBIA Insured, 5.00%, 7/01/25 .................................................. 5,000,000 4,464,250 Series V, FGIC Insured, 5.25%, 7/01/30 ................................................... 5,000,000 4,388,900 Puerto Rico Municipal Finance Agency GO, Series A, FSA Insured, 5.75%, 8/01/12 ................. 5,000,000 5,114,900 Puerto Rico Municipal Finance Agency Revenue, Series A, FSA Insured, 5.00%, 8/01/30 ............ 1,000,000 949,550 Annual Report | 101 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN MINNESOTA TAX-FREE INCOME FUND AMOUNT VALUE --------------------------------------- ----------- ------------ MUNICIPAL BONDS (CONTINUED) U.S. TERRITORIES (CONTINUED) PUERTO RICO (CONTINUED) Puerto Rico PBA Guaranteed Revenue, Government Facilities, Refunding, Series F, XLCA Insured, 5.25%, 7/01/25 ................................................................ $ 2,500,000 $ 2,177,575 Puerto Rico Port Authority Revenue, Series D, FGIC Insured, 7.00%, 7/01/14 ..................... 940,000 933,307 Puerto Rico Public Finance Corp. Commonwealth Revenue, Series E, AMBAC Insured, ETM, 5.50%, 8/01/27 .............................................................................. 1,000,000 1,092,600 ------------ 22,781,142 ------------ VIRGIN ISLANDS 0.3% Virgin Islands PFAR, Gross Receipts Taxes Loan Note, FSA Insured, 5.25%, 10/01/20 ................................................................................. 1,160,000 1,167,180 10/01/21 ................................................................................. 1,000,000 1,005,710 ------------ 2,172,890 ------------ TOTAL U.S. TERRITORIES ......................................................................... 24,954,032 ------------ TOTAL MUNICIPAL BONDS BEFORE SHORT TERM INVESTMENTS (COST $731,776,345) ........................ 743,838,700 ------------ SHORT TERM INVESTMENTS (COST $1,400,000) 0.2% MUNICIPAL BONDS 0.2% MINNESOTA 0.2% (a) Minneapolis Health Care System Revenue, Fairview Health Services, Series E, Weekly VRDN and Put, 0.37%, 11/15/47 .................................................................... 1,400,000 1,400,000 ------------ TOTAL INVESTMENTS (COST $733,176,345) 98.6% .................................................... 745,238,700 OTHER ASSETS, LESS LIABILITIES 1.4% ............................................................ 10,785,386 ------------ NET ASSETS 100.0% .............................................................................. $756,024,086 ============ See Abbreviations on page 141. (a) Variable rate demand notes (VRDNs) are tax-exempt obligations which contain a floating or variable interest rate adjustment formula and an unconditional right of demand to receive payment of the principal balance plus accrued interest at specified dates. The coupon rate shown represents the rate at period end. The accompanying notes are an integral part of these financial statements. 102 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN OHIO TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ---------------------------------------------------------- CLASS A 2009 2008(a) 2007 2006 2005 - ------- ---------- ---------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............... $ 11.91 $ 12.64 $ 12.60 $ 12.64 $ 12.81 ---------- ---------- -------- -------- -------- Income from investment operations(b): Net investment income(c) ...................... 0.51 0.51 0.52 0.53 0.54 Net realized and unrealized gains (losses) .... 0.17 (0.73) 0.04 (0.04) (0.16) ---------- ---------- -------- -------- -------- Total from investment operations ................. 0.68 (0.22) 0.56 0.49 0.38 ---------- ---------- -------- -------- -------- Less distributions from: Net investment income ......................... (0.51) (0.51) (0.52) (0.53) (0.54) Net realized gains ............................ -- --(d) --(d) -- (0.01) ---------- ---------- -------- -------- -------- Total distributions .............................. (0.51) (0.51) (0.52) (0.53) (0.55) ---------- ---------- -------- -------- -------- Redemption fees(d, e) ............................ -- -- -- -- -- ---------- ---------- -------- -------- -------- Net asset value, end of year ..................... $ 12.08 $ 11.91 $ 12.64 $ 12.60 $ 12.64 ========== ========== ======== ======== ======== Total return(f) .................................. 5.83% (1.82)% 4.61% 3.98% 3.15% RATIOS TO AVERAGE NET ASSETS Expenses ......................................... 0.64% 0.65% 0.65% 0.65% 0.65% Net investment income ............................ 4.26% 4.11% 4.17% 4.20% 4.36% SUPPLEMENTAL DATA Net assets, end of year (000's) .................. $1,144,463 $1,010,704 $980,493 $901,614 $849,970 Portfolio turnover rate .......................... 11.12% 16.47% 10.55% 16.44% 19.87% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. Annual Report | 103 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN OHIO TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ------------------------------------------------- CLASS B 2009 2008(a) 2007 2006 2005 - ------- ------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............... $ 11.96 $ 12.69 $ 12.64 $ 12.68 $ 12.85 ------- ------- ------- ------- ------- Income from investment operations(b): Net investment income(c) ...................... 0.45 0.44 0.45 0.46 0.48 Net realized and unrealized gains (losses) .... 0.16 (0.73) 0.06 (0.04) (0.17) ------- ------- ------- ------- ------- Total from investment operations ................. 0.61 (0.29) 0.51 0.42 0.31 ------- ------- ------- ------- ------- Less distributions from: Net investment income ......................... (0.44) (0.44) (0.46) (0.46) (0.47) Net realized gains ............................ -- --(d) --(d) -- (0.01) ------- ------- ------- ------- ------- Total distributions .............................. (0.44) (0.44) (0.46) (0.46) (0.48) ------- ------- ------- ------- ------- Redemption fees(d, e) ............................ -- -- -- -- -- ------- ------- ------- ------- ------- Net asset value, end of year ..................... $ 12.13 $ 11.96 $ 12.69 $ 12.64 $ 12.68 ======= ======= ======= ======= ======= Total return(f) .................................. 5.22% (2.35)% 4.11% 3.41% 2.56% RATIOS TO AVERAGE NET ASSETS Expenses ......................................... 1.19% 1.20% 1.20% 1.20% 1.20% Net investment income ............................ 3.71% 3.56% 3.62% 3.65% 3.81% SUPPLEMENTAL DATA Net assets, end of year (000's) .................. $36,629 $42,638 $51,897 $56,478 $60,264 Portfolio turnover rate .......................... 11.12% 16.47% 10.55% 16.44% 19.87% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. 104 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN OHIO TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ------------------------------------------------------ CLASS C 2009 2008(a) 2007 2006 2005 - ------- -------- -------- --------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............... $ 12.02 $ 12.75 $ 12.70 $ 12.74 $ 12.90 -------- -------- --------- -------- -------- Income from investment operations(b): Net investment income(c) ...................... 0.45 0.45 0.46 0.46 0.48 Net realized and unrealized gains (losses) .... 0.16 (0.74) 0.04 (0.04) (0.16) -------- -------- --------- -------- -------- Total from investment operations ................. 0.61 (0.29) 0.50 0.42 0.32 -------- -------- --------- -------- -------- Less distributions from: Net investment income ......................... (0.44) (0.44) (0.45) (0.46) (0.47) Net realized gains ............................ -- --(d) --(d) -- (0.01) -------- -------- --------- -------- -------- Total distributions .............................. (0.44) (0.44) (0.45) (0.46) (0.48) -------- -------- --------- -------- -------- Redemption fees(d, e) ............................ -- -- -- -- -- -------- -------- --------- -------- -------- Net asset value, end of year ..................... $ 12.19 $ 12.02 $ 12.75 $ 12.70 $ 12.74 ======== ======== ========= ======== ======== Total return(f) .................................. 5.19% (2.34)% 4.08% 3.38% 2.64% RATIOS TO AVERAGE NET ASSETS Expenses ......................................... 1.19% 1.20% 1.20% 1.20% 1.20% Net investment income ............................ 3.71% 3.56% 3.62% 3.65% 3.81% SUPPLEMENTAL DATA Net assets, end of year (000's) .................. $201,779 $158,124 $143,804 $130,540 $108,617 Portfolio turnover rate .......................... 11.12% 16.47% 10.55% 16.44% 19.87% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. Annual Report | 105 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN OHIO TAX-FREE INCOME FUND PERIOD ENDED FEBRUARY 28, ADVISOR CLASS 2009(a) - ------------- ------------ PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ............................ $12.27 ------ Income from investment operations(b): Net investment income(c) ..................................... 0.35 Net realized and unrealized gains (losses) ................... (0.19) ------ Total from investment operations ................................ 0.16 ------ Less distributions from net investment income ................... (0.35) ------ Net asset value, end of period .................................. $12.08 ------ Total return(d) ................................................. 1.37% RATIOS TO AVERAGE NET ASSETS(e) Expenses ........................................................ 0.54% Net investment income ........................................... 4.36% SUPPLEMENTAL DATA Net assets, end of period (000's) ............................... $ 352 Portfolio turnover rate ......................................... 11.12% (a) For the period July 1, 2008 (effective date) to February 28, 2009. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Total return is not annualized for periods less than one year. (e) Ratios are annualized for periods less than one year. The accompanying notes are an integral part of these financial statements. 106 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 PRINCIPAL FRANKLIN OHIO TAX-FREE INCOME FUND AMOUNT VALUE ---------------------------------- ----------- -------------- MUNICIPAL BONDS 98.0% OHIO 95.9% Akron Bath Copley Joint Township Hospital District Revenue, Hospital Improvement Children's Hospital Center, FSA Insured, 5.00%, 11/15/22 ............................................... $ 5,000,000 $ 5,006,300 Akron GO, Improvement, FGIC Insured, 5.00%, 12/01/20 ................................................................................. 2,150,000 2,240,945 12/01/21 ................................................................................. 2,255,000 2,336,586 12/01/22 ................................................................................. 1,185,000 1,217,090 Akron Income Tax Revenue, Community Learning Centers, Series A, FGIC Insured, 5.00%, 12/01/22 ................................................................................. 2,460,000 2,457,392 12/01/24 ................................................................................. 3,200,000 3,189,408 12/01/33 ................................................................................. 8,005,000 7,707,454 American Municipal Power-Ohio Inc. Revenue, Prairie State Energy Campus Project, Refunding, Series A, Assured Guaranty, 5.25%, 2/15/33 ......................................................... 30,000,000 28,737,900 BHAC Insured, 5.00%, 2/15/38 ............................................................. 22,000,000 21,440,980 Anthony Wayne Local School District GO, Refunding, FSA Insured, 5.00%, 12/01/24 .................................................. 3,200,000 3,265,344 School Facilities Construction and Improvement, FSA Insured, Pre-Refunded, 5.65%, 12/01/21 .............................................................................. 1,845,000 2,013,559 School Facilities Construction and Improvement, FSA Insured, Pre-Refunded, 5.70%, 12/01/25 .............................................................................. 2,335,000 2,550,357 School Facilities Construction and Improvement, Refunding, FSA Insured, 5.65%, 12/01/21 .............................................................................. 645,000 673,038 Athens City School District GO, School Facilities Construction and Improvement, FSA Insured, Pre-Refunded, 6.00%, 12/01/24 ............................................................... 2,345,000 2,573,403 Aurora City School District COP, MBIA Insured, Pre-Refunded, 6.10%, 12/01/19 .......................................................................... 1,825,000 1,918,440 6.15%, 12/01/24 .......................................................................... 1,670,000 1,756,122 Austintown Local School District GO, School Improvement, FSA Insured, 5.125%, 12/01/30 .................................................................................... 7,715,000 7,866,060 Avon Lake City School District GO, FGIC Insured, Pre-Refunded, 5.50%, 12/01/26 ................. 4,000,000 4,226,920 Avon Lake Water System Revenue, Series A, AMBAC Insured, Pre-Refunded, 5.75%, 10/01/26 .................................................................................... 2,020,000 2,173,843 Avon Local School District GO, School Improvement, MBIA Insured, Pre-Refunded, 5.25%, 12/01/23 ................................................................................. 1,000,000 1,151,180 12/01/29 ................................................................................. 2,295,000 2,641,958 Bluffton Exempted Village School District GO, Library Construction Improvement, AMBAC Insured, 5.50%, 12/01/28 .............................................................. 1,190,000 1,394,347 Bowling Green MFHR, Village Apartments, Refunding, Series A, GNMA Secured, 5.40%, 9/20/36 .................................................................................. 2,940,000 2,882,111 Brookfield Local School District GO, School Facilities Improvement, FSA Insured, 5.25%, 1/15/36 .................................................................................. 1,300,000 1,329,497 Brookville Local School District GO, FSA Insured, Pre-Refunded, 5.25%, 12/01/22 .......................................................................... 1,075,000 1,237,519 5.00%, 12/01/31 .......................................................................... 3,000,000 3,419,700 Buckeye Local School District GO, Construction and Improvement Bonds, FGIC Insured, Pre-Refunded, 5.50%, 12/01/25 ............................................................... 750,000 809,205 Annual Report | 107 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN OHIO TAX-FREE INCOME FUND AMOUNT VALUE ---------------------------------- ----------- -------------- MUNICIPAL BONDS (CONTINUED) OHIO (CONTINUED) Butler County GO, Judgement Bonds, FSA Insured, Pre-Refunded, 4.75%, 12/01/26 .............................. $ 4,000,000 $ 4,510,600 Limited Tax, Various Purpose, Refunding, FGIC Insured, 5.00%, 12/01/26 ................... 2,130,000 2,179,246 Butler County Transportation ID Revenue, Highway, XLCA Insured, 5.00%, 12/01/31 ................ 40,000 40,053 Canal Winchester Local School District GO, Capital Appreciation, MBIA Insured, zero cpn., 12/01/32 ................................................................................. 1,455,000 341,270 12/01/33 ................................................................................. 2,000,000 438,640 Central Local School District GO, Classroom Facilities, FSA Insured, 5.75%, 12/01/22 1,555,000 1,621,974 Chillicothe City School District GO, Capital Appreciation, Refunding, FGIC Insured, zero cpn., 12/01/22 ................................................................................. 1,905,000 908,723 12/01/23 ................................................................................. 1,905,000 844,086 12/01/24 ................................................................................. 1,905,000 779,450 Cincinnati City School District COP, School Improvement Project, Refunding, FSA Insured, 5.00%, 12/15/26 ................................................................................. 7,310,000 7,328,129 12/15/27 ................................................................................. 7,000,000 6,957,300 Cincinnati City School District GO, Classroom Facilities Construction and Improvement, FSA Insured, Pre-Refunded, 5.00%, 12/01/27 ................................................................................. 2,500,000 2,837,600 School Improvement, FSA Insured, 5.00%, 12/01/22 ............................................ 9,510,000 9,890,495 Cincinnati Technical College Revenue, AMBAC Insured, 5.25%, 10/01/23 .......................................................................... 2,510,000 2,504,829 5.00%, 10/01/28 .......................................................................... 2,715,000 2,440,378 Circleville GO, Capital Facilities Improvement, AMBAC Insured, 5.625%, 12/01/20 ................ 2,035,000 2,143,872 Cleveland Airport System Revenue, Series C, FSA Insured, 5.00%, 1/01/26 ........................ 9,500,000 9,615,900 Cleveland Municipal School District GO, FSA Insured, 5.00%, 12/01/27 ........................... 4,000,000 4,045,640 Cleveland Public Power System Revenue, Capital Appreciation, Series B, MBIA Insured, zero cpn., 11/15/38 ........................ 10,000,000 1,617,200 Series B, MBIA Insured, 5.00%, 11/15/28 .................................................. 2,000,000 1,866,700 Series B, MBIA Insured, 5.00%, 11/15/38 .................................................. 10,000,000 8,781,600 Cleveland State University General Receipt Revenue, FGIC Insured, 5.25%, 6/01/24 ............... 1,000,000 1,025,220 Cleveland Waterworks Revenue, Series K, FGIC Insured, Pre-Refunded, 5.00%, 1/01/22 .................................................................................. 2,075,000 2,272,685 1/01/23 .................................................................................. 4,285,000 4,693,232 1/01/25 .................................................................................. 8,150,000 8,926,450 Cleveland-Cuyahoga County Port Authority Revenue, Student Housing, Euclid Avenue Housing Corp., Fenn Project, AMBAC Insured, 5.00%, 8/01/25 .................................................................................. 2,440,000 2,449,174 8/01/28 .................................................................................. 2,145,000 2,095,429 Clyde-Green Springs Exempted Village School District GO, School Facilities Construction, Refunding and Improvement, MBIA Insured, 5.125%, 12/01/32 ................................... 1,000,000 999,240 Columbus City School District GO, Linden Elementary Construction, FSA Insured, Pre-Refunded, 5.00%, 12/01/28 ............................................................... 900,000 989,388 Columbus Tax Increment Financing Revenue, Easton Project, AMBAC Insured, Pre-Refunded, 5.30%, 12/01/19 ............................................................................. 1,500,000 1,530,570 Crawford County GO, AMBAC Insured, Pre-Refunded, 5.25%, 12/01/31 ............................... 1,330,000 1,523,887 108 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN OHIO TAX-FREE INCOME FUND AMOUNT VALUE ---------------------------------- ----------- -------------- MUNICIPAL BONDS (CONTINUED) OHIO (CONTINUED) Cuyahoga Community College District General Receipts Revenue, Series A, AMBAC Insured, 5.00%, 12/01/22 ................................................................................. $ 1,000,000 $ 1,010,850 12/01/32 ................................................................................. 3,000,000 2,728,440 Cuyahoga County Hospital Revenue, University Hospitals Health System Inc., AMBAC Insured, Pre-Refunded, 5.40%, 1/15/19 ........................................................................... 1,500,000 1,540,410 5.50%, 1/15/30 ........................................................................... 1,760,000 1,808,048 Cuyahoga County MFHR, Rockefeller Park Project, Series A, GNMA Secured, Pre-Refunded, 5.75%, 1/20/29 .............................................................................. 1,000,000 1,077,030 Cuyahoga County Utility System Revenue, Improvement, Medical Center Co. Project, AMBAC Insured, 5.125%, 2/15/28 .................. 1,000,000 879,020 Medical Center Co. Project, Series B, MBIA Insured, 6.10%, 8/15/15 ....................... 2,945,000 2,935,429 Darke County GO, Real Estate Acquisition and Improvement, FGIC Insured, 5.125%, 12/01/27 .................................................................................... 1,020,000 1,043,419 Dayton City School District GO, School Facilities Construction and Improvement, Series A, FGIC Insured, 4.75%, 12/01/25 .......................................................................... 9,400,000 9,207,958 5.00%, 12/01/29 .......................................................................... 8,275,000 8,190,098 Deerfield Township Tax Increment Revenue, Refunding, Series B, MBIA Insured, 5.00%, 12/01/25 .................................................................................... 1,000,000 1,008,060 Dublin City School District GO, Capital Appreciation Bonds, FGIC Insured, zero cpn., 12/01/16 .................................................................................... 4,635,000 3,341,928 Eastlake GO, Capital Facilities, MBIA Insured, 5.00%, 12/01/27 ................................. 1,950,000 1,957,098 Eaton City School District GO, FGIC Insured, Pre-Refunded, 5.00%, 12/01/25 ..................... 1,250,000 1,420,888 Edgewood City School District GO, School Improvement, Refunding, FSA Insured, 5.00%, 12/01/24 .................................................................................... 2,220,000 2,290,285 Fairborn City School District GO, School Improvement, Refunding, FSA Insured, 5.00%, 12/01/23 ................................................................................. 1,205,000 1,249,344 12/01/24 ................................................................................. 1,265,000 1,303,633 12/01/25 ................................................................................. 1,330,000 1,361,534 Fairfield County GO, FGIC Insured, 5.00%, 12/01/20 ............................................. 1,600,000 1,673,840 Fairless Local School District GO, Capital Appreciation, Various Purpose School Facilities, FSA Insured, 5.00%, 12/01/28 ................................................................ 2,085,000 2,105,558 Field Local School District GO, School Facilities Construction and Improvement, AMBAC Insured, 5.00%, 12/01/27 .............................................................. 1,290,000 1,186,516 Finneytown Local School District GO, FGIC Insured, 5.80%, 12/01/24 ............................. 1,980,000 2,001,166 Franklin County Convention Facilities Authority Revenue, Tax and Lease Revenue Anticipation Bonds, Refunding, AMBAC Insured, 5.00%, 12/01/24 ............................................ 7,255,000 7,480,485 Franklin County Hospital Revenue, OhioHealth Corp., Refunding, Series C, MBIA Insured, 5.00%, 5/15/33 ...................... 5,250,000 4,995,007 The Children's Hospital Project, AMBAC Insured, Pre-Refunded, 5.50%, 5/01/21 ............. 3,365,000 3,697,496 The Children's Hospital Project, AMBAC Insured, Pre-Refunded, 5.50%, 5/01/28 ............. 4,265,000 4,686,425 The Children's Hospital Project, Series C, FGIC Insured, 5.00%, 5/01/35 .................. 10,000,000 9,204,000 Franklin GO, MBIA Insured, 5.25%, 12/01/27 ..................................................... 1,500,000 1,525,320 Garfield Heights GO, Various Purpose, Refunding and Improvement, FGIC Insured, 5.00%, 12/01/27 .................................................................................... 2,655,000 2,681,178 Annual Report | 109 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN OHIO TAX-FREE INCOME FUND AMOUNT VALUE ---------------------------------- ----------- -------------- MUNICIPAL BONDS (CONTINUED) OHIO (CONTINUED) Georgetown Exempted Village School District GO, Classroom Facilities, FSA Insured, 5.125%, 12/01/31 .................................................................................... $ 1,000,000 $ 1,019,580 Graham Local School District GO, School Improvement, Refunding, MBIA Insured, 5.00%, 12/01/33 .................................................................................... 6,055,000 5,797,662 Grand Valley Local School District GO, Classroom Facilities Improvement, FGIC Insured, 5.00%, 12/01/24 ............................................................................. 1,300,000 1,302,093 Greater Cleveland Regional Transit Authority GO, Capital Improvement, Series A, MBIA Insured, Pre-Refunded, 5.125%, 12/01/21 ................................................ 1,750,000 1,929,672 Green Community Learning Centers Income Tax Revenue, MBIA Insured, 5.00%, 12/01/27 ................................................................................. 1,205,000 1,222,099 12/01/28 ................................................................................. 1,265,000 1,276,512 12/01/32 ................................................................................. 2,675,000 2,641,830 Greene County GO, AMBAC Insured, Pre-Refunded, 5.00%, 12/01/22 ................................................................................. 1,475,000 1,659,832 12/01/28 ................................................................................. 2,620,000 2,948,312 Greene County Sewer System Revenue, Governmental Enterprise, AMBAC Insured, Pre-Refunded, 5.625%, 12/01/25 .............................................................. 1,890,000 2,061,858 Greene County Water System Revenue, Governmental Enterprise, MBIA Insured, Pre-Refunded, 5.25%, 12/01/21 ............................................................................. 5,400,000 6,024,672 Guernsey County GO, Refunding, FGIC Insured, 5.00%, 12/01/23 ................................... 2,690,000 2,729,462 Hamilton County Convention Facilities Authority Revenue, FGIC Insured, 5.00%, 12/01/28 ............................................................ 5,400,000 5,306,472 second lien, FGIC Insured, Pre-Refunded, 5.00%, 12/01/33 ................................. 7,235,000 8,228,655 Hamilton County Hospital Facilities Revenue, Cincinnati Children's Hospital, Series J, FGIC Insured, 5.25%, 5/15/34 ................................................................ 5,000,000 4,476,550 Hamilton County Sales Tax Revenue, Refunding, Series A, Assured Guaranty, 5.00%, 12/01/32 ................................... 10,000,000 9,544,700 Refunding, Series B, AMBAC Insured, 5.25%, 12/01/32 ...................................... 3,965,000 3,753,745 Refunding, Series B, AMBAC Insured, 5.60%, 12/01/32 ...................................... 245,000 243,069 Refunding, Sub Series A, FSA Insured, 5.00%, 12/01/32 .................................... 35,080,000 33,482,808 Series B, AMBAC Insured, Pre-Refunded, 5.25%, 12/01/32 ................................... 15,755,000 16,888,100 Series B, AMBAC Insured, Pre-Refunded, 5.60%, 12/01/32 ................................... 955,000 1,029,433 Hamilton County Sewer System Revenue, Improvement, Series A, MBIA Insured, Pre-Refunded, 5.25%, 12/01/21 ....................... 1,000,000 1,106,030 Metropolitan Sewer District Improvement, Series B, MBIA Insured, 5.00%, 12/01/30 ......... 4,000,000 4,024,720 Hamilton GO, One Renaissance Center, Series A, AMBAC Insured, 5.25%, 11/01/18 ................................................................................. 1,010,000 1,064,187 11/01/19 ................................................................................. 1,015,000 1,064,431 11/01/20 ................................................................................. 1,120,000 1,169,616 11/01/21 ................................................................................. 1,180,000 1,227,707 Heath City School District GO, School Improvement, Series A, FGIC Insured, Pre-Refunded, 5.60%, 12/01/21 .......................................................................... 1,000,000 1,079,750 5.50%, 12/01/27 .......................................................................... 1,170,000 1,261,295 Highland Local School District GO, School Improvement, FSA Insured, Pre-Refunded, 5.00%, 12/01/23 ................................................................................. 3,680,000 4,045,498 12/01/26 ................................................................................. 3,675,000 4,040,001 110 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN OHIO TAX-FREE INCOME FUND AMOUNT VALUE ---------------------------------- ----------- -------------- MUNICIPAL BONDS (CONTINUED) OHIO (CONTINUED) Hilliard School District GO, Capital Appreciation, School Construction, Refunding, MBIA Insured, zero cpn., 12/01/19 ................................................................................. $ 2,190,000 $ 1,392,512 Capital Appreciation, School Construction, Refunding, MBIA Insured, zero cpn., 12/01/20 ................................................................................. 4,525,000 2,683,461 School Improvement, FGIC Insured, Pre-Refunded, 5.75%, 12/01/28 ............................. 4,000,000 4,372,360 School Improvement, Series A, FGIC Insured, 5.25%, 12/01/28 ................................. 3,010,000 3,063,909 Huber Heights Water System Revenue, Refunding and Improvement, MBIA Insured, 5.00%, 12/01/27 .................................................................................... 3,205,000 3,243,139 12/01/30 .................................................................................... 2,250,000 2,208,870 Hudson City School District COP, MBIA Insured, 5.00%, 6/01/34 .................................. 6,720,000 6,413,702 Independence Local School District GO, FGIC Insured, 5.25%, 12/01/21 ........................... 1,390,000 1,463,184 Ironton City School District GO, Refunding, MBIA Insured, 5.00%, 12/01/34 ...................... 5,130,000 5,006,264 Jackson Center Local School District Shelby County GO, Facilities Construction and Improvement, MBIA Insured, 5.00%, 12/01/28 .................................................. 1,175,000 1,185,281 Jackson City School District GO, School Improvement, MBIA Insured, Pre-Refunded, 5.25%, 12/01/27 .................................................................................... 3,000,000 3,264,390 Jackson Local School District GO, Stark and Summit Counties Local School District, FSA Insured, Pre-Refunded, 5.50%, 12/01/20 .......................................................................... 4,000,000 4,315,760 5.625%, 12/01/25 ......................................................................... 3,500,000 3,783,815 Jonathan Alder Local School District GO, School Facilities Construction and Improvement, MBIA Insured, Pre-Refunded, 4.75%, 12/01/22 .......................................................................... 1,105,000 1,235,600 5.00%, 12/01/27 .......................................................................... 6,195,000 6,983,376 5.00%, 12/01/30 .......................................................................... 3,320,000 3,742,503 Kenston Local School District GO, School Improvement, MBIA Insured, 5.00%, 12/01/24 ................................................................................. 2,380,000 2,434,550 12/01/25 ................................................................................. 2,500,000 2,546,650 Kettering City School District GO, School Improvement, FSA Insured, Pre-Refunded, 5.00%, 12/01/28 ................................................................................. 2,970,000 3,377,900 12/01/31 ................................................................................. 2,595,000 2,951,397 Keystone Local School District Lorain County GO, School Improvement, FSA Insured, 5.00%, 12/01/30 .................................................................................... 6,170,000 6,200,603 Kings Local School District GO, School Improvement, MBIA Insured, 5.00%, 12/01/33 .............. 10,000,000 9,614,900 Lake Local School District Wood County GO, MBIA Insured, Pre-Refunded, 5.30%, 12/01/21 .......................................................................... 1,575,000 1,761,590 5.375%, 12/01/25 ......................................................................... 1,900,000 2,128,912 Lakewood City School District GO, FGIC Insured, 5.00%, 12/01/30 ............................................................ 9,170,000 9,121,216 FGIC Insured, 4.50%, 12/01/34 ............................................................ 6,000,000 5,304,420 School Improvement, FSA Insured, Pre-Refunded, 5.125%, 12/01/31 .......................... 21,900,000 25,260,117 School Improvement, Refunding, FSA Insured, 4.50%, 12/01/31 .............................. 2,220,000 2,057,163 Lakota Local School District GO, FSA Insured, 5.00%, 12/01/29 ............................................................. 5,000,000 5,059,500 Refunding, Series A, FGIC Insured, 5.25%, 12/01/26 ....................................... 2,000,000 2,179,260 Lancaster Wastewater System Improvement Revenue, Assured Guaranty, 4.75%, 12/01/33 ............. 4,000,000 3,693,200 Annual Report | 111 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN OHIO TAX-FREE INCOME FUND AMOUNT VALUE ---------------------------------- ----------- -------------- MUNICIPAL BONDS (CONTINUED) OHIO (CONTINUED) Lebanon City School District GO, FSA Insured, Pre-Refunded, 5.00%, 12/01/29 .................... $ 6,250,000 $ 6,870,750 Licking County Joint Vocational School District GO, School Facilities Construction and Improvement, MBIA Insured, 5.00%, 12/01/21 .......................................................................... 2,200,000 2,283,358 4.75%, 12/01/23 .......................................................................... 2,230,000 2,257,273 Licking Heights Local School District GO, School Facilities Construction and Improvement, Refunding, Series A, MBIA Insured, 5.00%, 12/01/24 ....................................... 2,085,000 2,122,864 Refunding, Series A, MBIA Insured, 5.00%, 12/01/25 ....................................... 2,215,000 2,240,871 Refunding, Series A, MBIA Insured, 5.00%, 12/01/26 ....................................... 2,345,000 2,361,063 Series A, FGIC Insured, Pre-Refunded, 5.625%, 12/01/28 ................................... 4,000,000 4,324,360 Little Miami Local School District GO, Refunding, FSA Insured, 4.50%, 12/01/34 .................................................. 20,255,000 17,848,909 School Improvement, FSA Insured, Pre-Refunded, 5.00%, 12/01/34 ........................... 4,000,000 4,663,000 Logan Hocking Local School District GO, Construction and Improvement, MBIA Insured, Pre-Refunded, 5.00%, 12/01/22 ................................................................................. 1,200,000 1,320,888 12/01/29 ................................................................................. 1,000,000 1,100,740 London City School District GO, School Facilities Construction and Improvement, FGIC Insured, Pre-Refunded, 5.00%, 12/01/22 ................................................................................. 700,000 767,536 12/01/29 ................................................................................. 1,500,000 1,644,720 Lorain County GO, Sewer System Improvement, MBIA Insured, 5.00%, 12/01/19 ...................... 1,640,000 1,714,210 Lorain County Health Facilities Revenue, Catholic Healthcare Partners, Series A, AMBAC Insured, 5.50%, 9/01/29 ............................................................... 6,250,000 6,085,250 Lorain County Hospital Revenue, Catholic Healthcare Partners, Refunding, Series B, MBIA Insured, 5.50%, 9/01/27 ................................................... 5,000,000 4,798,350 Series C-1, FSA Insured, 5.00%, 4/01/33 .................................................. 19,410,000 18,220,943 Lorain GO, Urban Renewal, MBIA Insured, Pre-Refunded, 5.70%, 12/01/28 .......................... 1,050,000 1,135,554 Louisville City School District GO, FGIC Insured, 5.00%, 12/01/24 .............................. 3,500,000 3,504,165 Loveland City School District GO, Series A, MBIA Insured, Pre-Refunded, 5.00%, 12/01/24 4,000,000 4,172,280 Lucas County GO, 8.00%, 12/01/09 ................................................................................. 120,000 126,179 12/01/10 ................................................................................. 220,000 244,242 Lucas County Hospital Revenue, ProMedica Healthcare Obligated Group, MBIA Insured, ETM, 5.75%, 11/15/14 ....................................................... 4,460,000 4,459,242 Refunding, AMBAC Insured, 5.375%, 11/15/29 ............................................... 750,000 589,688 Refunding, MBIA Insured, 5.75%, 11/15/14 ................................................. 300,000 299,949 Mad River Local School District GO, Classroom Facilities, FGIC Insured, Pre-Refunded, 5.125%, 12/01/24 ............................................................................ 4,180,000 4,650,125 Madison Local School District Butler County GO, MBIA Insured, Pre-Refunded, 5.75%, 12/01/26 .............................................. 1,000,000 1,047,460 School Improvement, FGIC Insured, Pre-Refunded, 5.60%, 12/01/26 .......................... 1,120,000 1,212,176 Mahoning County Hospital Facilities Revenue, Western Reserve Care, MBIA Insured, ETM, 5.50%, 10/15/25 ............................................................................. 4,750,000 5,282,712 Mahoning County Sewer System Revenue, AMBAC Insured, 5.375%, 12/01/18 .......................... 1,905,000 1,983,334 112 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN OHIO TAX-FREE INCOME FUND AMOUNT VALUE ---------------------------------- ----------- -------------- MUNICIPAL BONDS (CONTINUED) OHIO (CONTINUED) Marion County City School District GO, School Facilities Construction and Improvement Project, FSA Insured, Pre-Refunded, 5.55%, 12/01/20 .......................................................................... $ 1,000,000 $ 1,089,640 5.625%, 12/01/22 ......................................................................... 1,100,000 1,200,023 Marion County GO, AMBAC Insured, Pre-Refunded, 5.05%, 12/01/31 ................................. 1,500,000 1,663,320 Martins Ferry City School District GO, School Facilities Construction and Improvement, FSA Insured, 5.00%, 12/01/32 ................................................................ 3,610,000 3,621,227 Marysville Exempted Village School District COP, School Facilities Project, MBIA Insured, Pre-Refunded, 5.25%, 12/01/28 ................................................................................. 2,120,000 2,469,546 12/01/30 ................................................................................. 2,650,000 3,086,932 Marysville Exempted Village School District GO, Capital Appreciation, Refunding, MBIA Insured, zero cpn., 12/01/20 ....................... 1,000,000 574,270 Capital Appreciation, Refunding, MBIA Insured, zero cpn., 12/01/21 ....................... 1,000,000 534,320 FSA Insured, Pre-Refunded, 5.30%, 12/01/21 ............................................... 2,000,000 2,170,660 FSA Insured, Pre-Refunded, 5.35%, 12/01/25 ............................................... 2,010,000 2,183,242 FSA Insured, Pre-Refunded, 5.375%, 12/01/29 .............................................. 2,465,000 2,678,518 Refunding, MBIA Insured, 5.00%, 12/01/29 ................................................. 1,000,000 991,000 School Improvement, AMBAC Insured, Pre-Refunded, 6.00%, 12/01/29 ......................... 2,890,000 3,168,827 School Improvement, Refunding, FSA Insured, 5.00%, 12/01/29 .............................. 5,500,000 5,508,910 Marysville Wastewater Treatment System Revenue, Assured Guaranty, 4.25%, 12/01/27 ........................................................ 1,170,000 1,053,176 Assured Guaranty, 4.75%, 12/01/47 ........................................................ 4,000,000 3,418,000 first mortgage, MBIA Insured, Pre-Refunded, 5.00%, 12/01/35 .............................. 4,780,000 5,549,150 Refunding, Assured Guaranty, 4.75%, 12/01/46 ............................................. 14,205,000 12,237,039 Marysville Water System Mortgage Revenue, AMBAC Insured, 5.00%, 12/01/32 .......................................................................... 1,250,000 1,193,088 4.50%, 12/01/38 .......................................................................... 2,500,000 2,129,100 Mason City School District GO, School Improvement, FSA Insured, Pre-Refunded, 5.00%, 12/01/31 .................................................................................... 5,000,000 5,686,700 Maumee City School District GO, School Facilities Construction and Improvement, FSA Insured, 5.00%, 12/01/27 ................................................................ 3,610,000 3,664,475 Medina GO, 5.00%, 12/01/22 ..................................................................... 1,100,000 1,162,480 Medina School District COP, School Facilities Project, Assured Guaranty, 5.25%, 12/01/31 .................................................................................... 5,725,000 5,829,424 Miami University General Receipts Revenue, Refunding, AMBAC Insured, 5.00%, 12/01/22 .................................................................................... 1,675,000 1,721,079 Middletown City School District GO, FGIC Insured, Pre-Refunded, 5.00%, 12/01/31 ................ 14,975,000 16,745,195 Milford Exempted Village School District GO, School Improvement, FSA Insured, Pre-Refunded, 5.00%, 12/01/22 .......................................................................... 2,000,000 2,198,640 5.125%, 12/01/30 ......................................................................... 7,325,000 8,077,058 Minerva Local School District GO, Classroom Facilities, MBIA Insured, Pre-Refunded, 5.30%, 12/01/29 .................................................................................... 1,300,000 1,474,486 Minster School District School Facilities and Construction GO, FSA Insured, Pre-Refunded, 5.70%, 12/01/23 .......................................................................... 3,190,000 3,484,214 5.75%, 12/01/27 .......................................................................... 3,260,000 3,563,473 Annual Report | 113 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN OHIO TAX-FREE INCOME FUND AMOUNT VALUE ---------------------------------- ----------- -------------- MUNICIPAL BONDS (CONTINUED) OHIO (CONTINUED) Monroe Local School District GO, AMBAC Insured, Pre-Refunded, 5.00%, 12/01/23 ............................................. $ 1,000,000 $ 1,125,310 School Improvement, Refunding, AMBAC Insured, 4.50%, 12/01/29 ............................ 5,115,000 4,621,812 Montgomery County Revenue, Catholic Health, Series C-1, FSA Insured, 5.00%, 10/01/41 ........... 10,000,000 8,500,500 Morley Library District GO, Lake County District Library, Library Improvement, AMBAC Insured, 4.75%, 12/01/21 ............................................................................. 1,000,000 1,019,150 Mount Healthy City School District GO, School Improvement, FSA Insured, 5.00%, 12/01/31 ................................................................................. 1,880,000 1,859,715 12/01/35 ................................................................................. 2,500,000 2,435,050 New Albany Community Authority Community Facilities Revenue, Refunding, Series B, AMBAC Insured, 5.125%, 10/01/21 ......................................................................... 3,000,000 3,004,530 5.20%, 10/01/24 .......................................................................... 5,000,000 4,813,850 New Lexington HDC Mortgage Revenue, Lincoln Park, Refunding, Series A, MBIA Insured, 5.85%, 1/01/21 .............................................................................. 745,000 725,123 Newark City School District GO, School Improvement, Series A, FGIC Insured, 5.00%, 12/01/33 .................................................................................... 5,000,000 4,673,600 Nordonia Hills Local School District GO, School Improvement, AMBAC Insured, Pre-Refunded, 5.45%, 12/01/25 ............................................................................. 3,035,000 3,301,837 Ohio Capital Corp. HMR, Refunding, Series G, MBIA Insured, 6.35%, 7/01/22 ...................... 485,000 485,849 Ohio Center Local Government Capital Asset Financing Program Fractionalized Interests GO, FSA Insured, 4.875%, 12/01/18 ......................................................................... 1,255,000 1,342,185 5.25%, 12/01/23 .......................................................................... 1,410,000 1,482,869 Ohio HFA, MFHR, Wind River Apartment Project, Series A, GNMA Secured, 5.65%, 5/01/32 ..................................................................................... 2,035,000 2,014,101 Ohio HFA Capital Fund Revenue, Series A, FSA Insured, 5.00%, 4/01/27 ........................... 5,545,000 5,681,740 Ohio State Air Quality Development Authority Revenue, JMG Funding LP Project, AMBAC Insured, 5.625%, 10/01/22 .................................. 6,875,000 6,285,262 Ohio Power Co., Refunding, Series C, AMBAC Insured, 5.15%, 5/01/26 ....................... 9,075,000 8,592,482 Pollution Control, Dayton Power and Light Company, Refunding, Series B, BHAC Insured, 4.80%, 1/01/34 ........................................................................ 28,270,000 27,586,997 Ohio State Building Authority Revenue, State Facilities, Administration Building Fund Project, Refunding, Series A, FSA Insured, 5.00%, 4/01/22 ............................................................................... 3,100,000 3,192,380 Adult Correction, Series A, FSA Insured, 5.00%, 4/01/24 .................................. 5,390,000 5,543,238 Ohio State Department of Transportation COP, Panhandle Rail Line Project, FSA Insured, 6.50%, 4/15/12 .............................................................................. 600,000 600,672 Ohio State GO, Common Schools, Series B, 4.625%, 9/15/22 ....................................... 5,000,000 5,072,600 Ohio State Higher Educational Facility Commission Revenue, FGIC Insured, Pre-Refunded, 5.00%, 5/01/23 ............................................... 8,460,000 9,360,652 Higher Educational Facility, Oberlin College, AMBAC Insured, Pre-Refunded, 5.00%, 10/01/26 .............................................................................. 8,000,000 8,287,600 Higher Educational Facility, Xavier University Project, CIFG Insured, Pre-Refunded, 5.00%, 5/01/23 ........................................................................ 3,385,000 3,813,439 Higher Educational Facility, Xavier University Project, CIFG Insured, Pre-Refunded, 5.00%, 5/01/24 ........................................................................ 2,000,000 2,253,140 114 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN OHIO TAX-FREE INCOME FUND AMOUNT VALUE ---------------------------------- ----------- -------------- MUNICIPAL BONDS (CONTINUED) OHIO (CONTINUED) Ohio State Higher Educational Facility Commission Revenue, (continued) University Hospital, BHAC Insured, 4.75%, 1/15/36 ........................................ $10,000,000 $ 8,890,600 University Hospital, BHAC Insured, 4.75%, 1/15/46 ........................................ 15,000,000 12,743,400 University Hospital, BHAC Insured, 5.25%, 1/15/46 ........................................ 13,500,000 12,989,025 University of Dayton Project, XLCA Insured, 5.00%, 12/01/34 .............................. 8,500,000 7,226,615 Ohio State Higher Educational Facility Revenue, Case Western Reserve University Project, Refunding, MBIA Insured, 5.00%, 12/01/44 ........ 10,000,000 9,459,300 Case Western Reserve University Project, Series A, AMBAC Insured, 5.00%, 12/01/34 ........ 4,935,000 4,781,818 Otterbein College Project, CIFG Insured, 5.00%, 12/01/25 ................................. 2,205,000 2,070,782 Otterbein College Project, CIFG Insured, 5.00%, 12/01/35 ................................. 3,225,000 2,780,917 Ohio State Turnpike Commission Turnpike Revenue, AMBAC Insured, 5.25%, 2/15/31 ................. 16,425,000 16,545,231 Ohio State University General Receipts Athens Revenue, FSA Insured, Pre-Refunded, 5.00%, 12/01/24 ............................................... 3,025,000 3,125,158 MBIA Insured, 5.00%, 12/01/24 ............................................................ 2,155,000 2,155,819 Ohio State University General Receipts Revenue, Series A, 5.125%, 12/01/31 ............................................................... 2,500,000 2,516,275 State University Ohio, Series B, MBIA Insured, 5.00%, 6/01/33 ............................ 5,255,000 5,225,362 Ohio State Water Development Authority Revenue, Drinking Water Fund, Leverage, Pre-Refunded, 5.00%, 6/01/23 .............................. 2,255,000 2,541,971 Pure Water, Series I, AMBAC Insured, ETM, 7.00%, 12/01/09 ................................ 440,000 445,980 Olentangy Local School District GO, BIG Insured, 7.75%, 12/01/09 ............................................................. 375,000 394,286 BIG Insured, 7.75%, 12/01/10 ............................................................. 375,000 415,958 FSA Insured, 5.00%, 12/01/25 ............................................................. 45,000 45,900 FSA Insured, Pre-Refunded, 5.00%, 12/01/25 ............................................... 1,790,000 1,991,071 FSA Insured, Pre-Refunded, 5.00%, 12/01/30 ............................................... 3,910,000 4,349,210 FSA Insured, Pre-Refunded, 5.00%, 12/01/30 ............................................... 1,745,000 2,029,749 Refunding, FSA Insured, 5.00%, 12/01/30 .................................................. 90,000 90,662 Refunding, Series A, FSA Insured, 4.50%, 12/01/32 ........................................ 11,300,000 10,293,509 School Facilities Construction and Improvement, FSA Insured, Pre-Refunded, 5.625%, 12/01/27 .............................................................................. 4,500,000 4,869,000 School Facilities Construction and Improvement, Refunding, Assured Guaranty, 5.00%, 12/01/36 .............................................................................. 7,505,000 7,382,668 School Facilities Construction and Improvement, Series A, FGIC Insured, Pre-Refunded, 5.25%, 12/01/32 ....................................................................... 11,200,000 12,876,080 Ottawa and Glandorf Local School District GO, School Facilities Construction and Improvement, MBIA Insured, Pre-Refunded, 5.25%, 12/01/23 ................................................. 2,175,000 2,467,255 Perrysburg Exempted Village School District GO, Refunding, Series B, FSA Insured, 5.00%, 12/01/25 ........................................ 2,235,000 2,331,261 Series B, FSA Insured, Pre-Refunded, 5.00%, 12/01/25 ..................................... 2,765,000 2,884,089 Pickerington Local School District GO, AMBAC Insured, Pre-Refunded, 5.00%, 12/01/25 ............................................. 7,000,000 7,301,490 School Facilities Construction and Improvement, FGIC Insured, Pre-Refunded, 5.00%, 12/01/28 .............................................................................. 3,000,000 3,297,960 Plain Local School District GO, FGIC Insured, 6.00%, 12/01/25 .......................................................................... 800,000 831,656 Pre-Refunded, 6.00%, 12/01/25 ............................................................ 3,700,000 4,087,242 Annual Report | 115 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN OHIO TAX-FREE INCOME FUND AMOUNT VALUE ---------------------------------- ----------- -------------- MUNICIPAL BONDS (CONTINUED) OHIO (CONTINUED) Plainesville City School District GO, School Improvement, FGIC Insured, 5.00%, 12/01/28 ........ $ 2,515,000 $ 2,499,206 Princeton City School District GO, MBIA Insured, Pre-Refunded, 5.00%, 12/01/25 ................................................................................. 1,700,000 1,941,978 12/01/26 ................................................................................. 2,725,000 3,112,876 12/01/30 ................................................................................. 2,260,000 2,581,688 Ravenna City School District GO, School Improvement, FSA Insured, 5.00%, 1/15/31 ............... 1,710,000 1,713,027 Reynoldsburg City School District GO, School Facilities Construction, FSA Insured, 5.00%, 12/01/32 .................................................................................... 3,000,000 2,983,260 Ridgewood Local School District GO, School Facilities Improvement, FSA Insured, Pre-Refunded, 6.00%, 12/01/24 ............................................................... 1,730,000 1,898,502 Rittman Exempted Village School District GO, School Improvement, FSA Insured, Pre-Refunded, 5.125%, 12/01/31 .............................................................. 1,000,000 1,114,590 Riverside Local School District GO, School Facilities Construction and Improvement, MBIA Insured, Pre-Refunded, 5.75%, 12/01/22 ................................................. 1,000,000 1,093,090 Ross County Hospital Revenue, Facilities, Adena Health System, Refunding, Assured Guaranty, 5.25%, 12/01/38 ............................................................................. 15,000,000 14,516,550 Rural Lorain County Water Authority Water Resource Revenue, AMBAC Insured, Pre-Refunded, 5.875%, 10/01/24 ............................................................................ 3,100,000 3,225,147 Shaker Heights GO, Urban Renewal, Refunding, AMBAC Insured, 5.00%, 12/01/21 .......................................................................... 1,225,000 1,282,747 5.25%, 12/01/26 .......................................................................... 725,000 746,685 Shawnee State University Revenue, MBIA Insured, 5.00%, 6/01/28 ................................. 5,780,000 4,812,428 Sidney City School District GO, School Improvement, FGIC Insured, Pre-Refunded, 5.125%, 12/01/28 ............................................. 1,425,000 1,610,022 Series B, FGIC Insured, Pre-Refunded, 5.25%, 12/01/23 .................................... 1,780,000 1,988,474 Series B, FGIC Insured, Pre-Refunded, 5.25%, 12/01/28 .................................... 1,000,000 1,117,120 Springboro Sewer System Revenue, Mortgage, MBIA Insured, 5.00%, 6/01/27 ........................ 1,095,000 1,088,441 St. Henry Local Consolidated School District GO, MBIA Insured, Pre-Refunded, 5.75%, 12/01/22 .................................................................................... 1,515,000 1,657,425 St. Mary's City School District GO, School Facilities Construction and Improvement, FSA Insured, 5.00%, 12/01/35 ................................................................ 3,500,000 3,409,070 Steubenville City School District GO, School Facilities and Implementation, MBIA Insured, 5.60%, 12/01/22 ............................................................................. 1,500,000 1,568,625 Streetsboro City School District GO, School Improvement, MBIA Insured, Pre-Refunded, 5.00%, 12/01/25 ............................................................................. 2,500,000 2,744,750 Strongsville City School District COP, CIFG Insured, 5.00%, 12/01/34 ........................... 2,355,000 2,356,060 Struthers City School District GO, Refunding, AMBAC Insured, 5.50%, 12/01/22 ................... 1,950,000 2,035,956 Summit County GO, Sanitary Sewer System Improvement, FGIC Insured, Pre-Refunded, 5.25%, 12/01/21 ............................................................................. 4,505,000 5,026,138 Swanton Local School District GO, School Improvement, FGIC Insured, Pre-Refunded, 5.25%, 12/01/25 .................................................................................... 1,895,000 2,108,756 Sycamore Community City School District COP, Blue Ash Elementary School Project, AMBAC Insured, 5.125%, 12/01/25 ............................................................. 1,000,000 1,022,870 Sylvania City School District GO, Refunding, FGIC Insured, 5.00%, 12/01/22 ................................................. 1,550,000 1,594,594 Various Purpose, FGIC Insured, Pre-Refunded, 5.30%, 12/01/20 ............................. 2,225,000 2,485,369 116 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN OHIO TAX-FREE INCOME FUND AMOUNT VALUE ---------------------------------- ----------- -------------- MUNICIPAL BONDS (CONTINUED) OHIO (CONTINUED) Toledo City School District GO, School Facilities Improvement, FSA Insured, 5.00%, 12/01/23 ............................................................. $ 1,500,000 $ 1,536,105 Series B, FGIC Insured, 5.00%, 12/01/27 .................................................. 1,925,000 1,904,075 Toledo Sewer System Revenue, AMBAC Insured, 5.00%, 11/15/22 ................................................................................. 1,000,000 1,028,570 11/15/23 ................................................................................. 1,000,000 1,020,890 Toledo Special Obligation, Industrial Development, Vehicle Storage Project, AMBAC Insured, 5.25%, 12/01/26 ............................................................................. 1,500,000 1,538,220 Toledo Waterworks Revenue, MBIA Insured, 5.00%, 11/15/30 ....................................... 6,425,000 6,266,688 Trenton Water System Revenue, Improvement, FSA Insured, 5.125%, 12/01/34 ....................... 2,750,000 2,791,415 Tri-Valley Local School District GO, FGIC Insured, Pre-Refunded, 5.25%, 12/01/29 ............... 8,530,000 9,512,400 Trotwood-Madison City School District GO, School Improvement, FGIC Insured, Pre-Refunded, 5.375%, 12/01/22 ............................................................................ 1,685,000 1,919,030 Trumbull County GO, Refunding, MBIA Insured, 5.20%, 12/01/20 ................................... 1,475,000 1,553,219 Twinsburg GO, Golf Course, Refunding, FGIC Insured, 5.00%, 12/01/21 .................................... 1,000,000 1,021,750 Park Land and Conservation, FGIC Insured, 5.00%, 12/01/21 ................................ 1,000,000 1,021,750 Union County GO, MBIA Insured, Pre-Refunded, 5.00%, 12/01/33 ................................... 2,895,000 3,307,074 University of Akron General Receipts Revenue, FGIC Insured, 4.75%, 1/01/25 ............................................................. 1,080,000 1,027,577 FGIC Insured, 5.00%, 1/01/28 ............................................................. 1,475,000 1,415,794 FGIC Insured, 5.00%, 1/01/35 ............................................................. 5,250,000 4,725,840 FGIC Insured, Pre-Refunded, 5.70%, 1/01/24 ............................................... 7,050,000 7,414,344 FGIC Insured, Pre-Refunded, 5.75%, 1/01/29 ............................................... 1,500,000 1,578,135 Series A, FSA Insured, 5.00%, 1/01/33 .................................................... 6,030,000 5,817,985 Series B, FSA Insured, 5.00%, 1/01/38 .................................................... 21,760,000 21,239,066 University of Cincinnati COP, Jefferson Avenue Residence Hall, MBIA Insured, 5.125%, 6/01/28 ..................................................................................... 7,400,000 7,055,530 University of Cincinnati General Receipts Revenue, AMBAC Insured, 5.00%, 6/01/31 ............................................................ 1,350,000 1,309,352 Refunding, Series G, MBIA Insured, 5.00%, 6/01/28 ........................................ 8,575,000 8,459,666 Series A, AMBAC Insured, 5.00%, 6/01/23 .................................................. 1,845,000 1,861,789 Series A, AMBAC Insured, 5.00%, 6/01/24 .................................................. 1,940,000 1,957,654 Series A, AMBAC Insured, 5.00%, 6/01/25 .................................................. 2,005,000 2,013,100 Series C, FSA Insured, 5.00%, 6/01/31 .................................................... 10,000,000 9,698,900 Series G, MBIA Insured, 5.00%, 6/01/29 ................................................... 3,410,000 3,329,149 University of Toledo General Receipts Bonds Revenue, Series A, AMBAC Insured, 4.50%, 6/01/30 ..................................................................................... 10,000,000 8,933,300 Upper Scioto Valley Local School District GO, School Facilities Construction and Improvement, FGIC Insured, 5.25%, 12/01/25 ............................................................... 1,160,000 1,190,114 Van Wert City School District GO, School Improvement, FGIC Insured, Pre-Refunded, 5.00%, 12/01/27 ................................................................................. 4,805,000 5,388,471 12/01/30 ................................................................................. 2,500,000 2,803,575 Wadsworth City School District GO, FGIC Insured, Pre-Refunded, 5.75%, 12/01/22 ................. 1,200,000 1,284,012 Warren City School District GO, School Improvement, FGIC Insured, 5.00%, 12/01/28 .............. 3,000,000 3,020,370 Warrensville Heights City School District GO, School Improvement, FGIC Insured, Pre-Refunded, 5.625%, 12/01/20 ......................................................................... 3,500,000 3,789,555 5.75%, 12/01/24 .......................................................................... 2,750,000 2,983,392 Annual Report | 117 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN OHIO TAX-FREE INCOME FUND AMOUNT VALUE ---------------------------------- ----------- -------------- MUNICIPAL BONDS (CONTINUED) OHIO (CONTINUED) Waterville GO, Refunding, MBIA Insured, 5.05%, 12/01/26 ........................................ $ 1,085,000 $ 1,110,139 West Chester Township GO, AMBAC Insured, 5.00%, 12/01/25 ....................................... 1,500,000 1,520,580 West Muskingum Local School District School Facilities GO, FGIC Insured, 5.00%, 12/01/24 .................................................................................... 2,750,000 2,778,682 Westerville City School District GO, Refunding, XLCA Insured, 5.00%, 12/01/27 .................. 3,820,000 3,889,753 Westfall Local School District GO, School Facilities Construction and Improvement, FGIC Insured, Pre-Refunded, 6.00%, 12/01/22 ................................................. 2,850,000 3,011,823 Wheelersburg Local School District GO, School Improvement, FSA Insured, 5.00%, 12/01/32 .................................................................................... 1,400,000 1,404,354 Zanesville City School District GO, School Improvement, MBIA Insured, 4.75%, 12/01/22 .......................................................................... 5,500,000 5,604,775 4.75%, 12/01/26 .......................................................................... 3,250,000 3,222,830 5.05%, 12/01/29 .......................................................................... 3,500,000 3,513,580 -------------- 1,326,388,137 -------------- U.S. TERRITORIES 2.1% PUERTO RICO 2.1% Puerto Rico Commonwealth GO, Public Improvement, Series A, FGIC Insured, Pre-Refunded, 5.00%, 7/01/32 .............................................................................. 10,000,000 11,168,800 Puerto Rico Electric Power Authority Power Revenue, Refunding, Series V, FGIC Insured, 5.25%, 7/01/30 .............................................................................. 5,000,000 4,388,900 Puerto Rico Municipal Finance Agency GO, Series A, FSA Insured, 5.75%, 8/01/12 ................. 3,500,000 3,580,430 Puerto Rico Port Authority Revenue, Series D, FGIC Insured, 6.00%, 7/01/21 ..................... 11,000,000 9,923,760 -------------- 29,061,890 -------------- TOTAL MUNICIPAL BONDS BEFORE SHORT TERM INVESTMENTS (COST $1,342,712,468) ....................................................................... 1,355,450,027 -------------- SHORT TERM INVESTMENTS 0.9% MUNICIPAL BONDS 0.9% OHIO 0.9% (a) Allen County Hospital Facilities Revenue, Catholic Healthcare, Series A, Daily VRDN and Put, 0.55%, 10/01/31 ............................................................................. 5,100,000 5,100,000 (a) Cuyahoga County Revenue, Cleveland Clinic Health System Obligated Group, Series B, Sub Series B-1, Daily VRDN and Put, 0.50%, 1/01/39 .......................................... 2,400,000 2,400,000 (a) Ohio State Higher Educational Facility Revenue, Case Western Reserve University, Series A, Daily VRDN and Put, 0.35%, 10/01/31 ......................................................... 5,100,000 5,100,000 -------------- TOTAL SHORT TERM INVESTMENTS (COST $12,600,000) ................................................ 12,600,000 -------------- TOTAL INVESTMENTS (COST $1,355,312,468) 98.9% .................................................. 1,368,050,027 OTHER ASSETS, LESS LIABILITIES 1.1% ............................................................ 15,173,657 -------------- NET ASSETS 100.0% .............................................................................. $1,383,223,684 ============== See Abbreviations on page 141. (a) Variable rate demand notes (VRDNs) are tax-exempt obligations which contain a floating or variable interest rate adjustment formula and an unconditional right of demand to receive payment of the principal balance plus accrued interest at specified dates. The coupon rate shown represents the rate at period end. The accompanying notes are an integral part of these financial statements. 118 | Annual Report Franklin Tax-Free Trust FINANCIAL STATEMENTS STATEMENTS OF ASSETS AND LIABILITIES February 28, 2009 FRANKLIN FRANKLIN FRANKLIN MASSACHUSETTS MICHIGAN INSURED TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND ---------------- ------------- -------------- Assets: Investments in securities: Cost ........................................................... $2,138,018,540 $532,112,692 $1,524,697,178 ============== ============ ============== Value .......................................................... $2,036,915,984 $513,452,934 $1,500,810,367 Cash .............................................................. 52,883 92,852 4,875,923 Receivables: Investment securities sold ..................................... -- 4,198,243 -- Capital shares sold ............................................ 6,228,832 645,527 1,327,067 Interest ....................................................... 27,275,952 6,221,355 21,646,749 Other assets ...................................................... 4,437 1,109 3,344 -------------- ------------ -------------- Total assets ................................................ 2,070,478,088 524,612,020 1,528,663,450 -------------- ------------ -------------- Liabilities: Payables: Investment securities purchased ................................ -- 9,145,668 -- Capital shares redeemed ........................................ 5,069,679 911,695 2,572,910 Affiliates ..................................................... 1,103,745 293,411 841,527 Distributions to shareholders .................................. 2,063,165 486,300 1,439,926 Accrued expenses and other liabilities ............................ 334,877 68,211 164,551 -------------- ------------ -------------- Total liabilities ........................................... 8,571,466 10,905,285 5,018,914 -------------- ------------ -------------- Net assets, at value ..................................... $2,061,906,622 $513,706,735 $1,523,644,536 ============== ============ ============== Net assets consist of: Paid-in capital ................................................... $2,167,653,510 $533,537,138 $1,548,795,150 Undistributed net investment income (distributions in excess of net investment income) ......................................... 164,711 93,230 (312,504) Net unrealized appreciation (depreciation) ........................ (101,102,556) (18,659,758) (23,886,811) Accumulated net realized gain (loss) .............................. (4,809,043) (1,263,875) (951,299) -------------- ------------ -------------- Net assets, at value ..................................... $2,061,906,622 $513,706,735 $1,523,644,536 ============== ============ ============== The accompanying notes are an integral part of these financial statements. Annual Report | 119 Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED) February 28, 2009 FRANKLIN FRANKLIN FRANKLIN MASSACHUSETTS MICHIGAN INSURED TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND ---------------- ------------- -------------- CLASS A: Net assets, at value .............................................. $1,807,929,028 $445,679,997 $1,318,955,497 -------------- ------------ -------------- Shares outstanding ................................................ 161,411,158 40,747,494 114,893,331 -------------- ------------ -------------- Net asset value per share(a) ...................................... $ 11.20 $ 10.94 $ 11.48 -------------- ------------ -------------- Maximum offering price per share (net asset value per share / 95.75%) ............................................ $ 11.70 $ 11.43 $ 11.99 -------------- ------------ -------------- CLASS B: Net assets, at value .............................................. $ 56,474,672 $ 30,624,788 -------------- ------------ -------------- Shares outstanding ................................................ 5,016,901 2,654,054 -------------- ------------ -------------- Net asset value and maximum offering price per share(a) ........... $ 11.26 $ 11.54 -------------- ------------ -------------- CLASS C: Net assets, at value .............................................. $ 196,085,487 $ 68,026,738 $ 173,295,342 -------------- ------------ -------------- Shares outstanding ................................................ 17,330,111 6,167,689 14,930,613 -------------- ------------ -------------- Net asset value and maximum offering price per share(a) ........... $ 11.31 $ 11.03 $ 11.61 -------------- ------------ -------------- ADVISOR CLASS: Net assets, at value .............................................. $ 1,417,435 $ 768,909 -------------- ------------ -------------- Shares outstanding ................................................ 126,599 66,901 -------------- ------------ -------------- Net asset value and maximum offering price per share .............. $ 11.20 $ 11.49 -------------- ------------ -------------- (a) Redemption price is equal to net asset value less contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. 120 | Annual Report Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED) February 28, 2009 FRANKLIN FRANKLIN MINNESOTA OHIO TAX-FREE TAX-FREE INCOME FUND INCOME FUND ------------ -------------- Assets: Investments in securities: Cost ........................................................ $733,176,345 $1,355,312,468 ============ ============== Value ....................................................... $745,238,700 $1,368,050,027 Cash ........................................................... 3,246,995 19,242 Receivables: Investment securities sold .................................. 1,027,718 -- Capital shares sold ......................................... 1,819,451 3,089,844 Interest .................................................... 6,580,216 16,302,686 Other assets ................................................... 1,566 2,994 ------------ -------------- Total assets ............................................. 757,914,646 1,387,464,793 ------------ -------------- Liabilities: Payables: Capital shares redeemed ..................................... 723,840 2,046,647 Affiliates .................................................. 419,969 784,183 Distributions to shareholders ............................... 661,815 1,245,390 Accrued expenses and other liabilities ......................... 84,936 164,889 ------------ -------------- Total liabilities ........................................ 1,890,560 4,241,109 ------------ -------------- Net assets, at value .................................. $756,024,086 $1,383,223,684 ============ ============== Net assets consist of: Paid-in capital ................................................ $749,483,359 $1,381,859,916 Undistributed net investment income (distributions in excess of net investment income) ................................... (476,567) 112,707 Net unrealized appreciation (depreciation) ..................... 12,062,355 12,737,559 Accumulated net realized gain (loss) ........................... (5,045,061) (11,486,498) ------------ -------------- Net assets, at value .................................. $756,024,086 $1,383,223,684 ============ ============== The accompanying notes are an integral part of these financial statements. Annual Report | 121 Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED) February 28, 2009 FRANKLIN FRANKLIN MINNESOTA OHIO TAX-FREE TAX-FREE INCOME FUND INCOME FUND ------------ -------------- CLASS A: Net assets, at value .................................................... $653,811,846 $1,144,463,418 ------------ -------------- Shares outstanding ...................................................... 55,422,885 94,729,704 ------------ -------------- Net asset value per share(a) ............................................ $ 11.80 $ 12.08 ------------ -------------- Maximum offering price per share (net asset value per share / 95.75%) ... $ 12.32 $ 12.62 ------------ -------------- CLASS B: Net assets, at value .................................................... $ 36,628,871 -------------- Shares outstanding ...................................................... 3,019,881 -------------- Net asset value and maximum offering price per share(a) ................. $ 12.13 -------------- CLASS C: Net assets, at value .................................................... $102,212,240 $ 201,779,356 ------------ -------------- Shares outstanding ...................................................... 8,596,852 16,546,684 ------------ -------------- Net asset value and maximum offering price per share(a) ................. $ 11.89 $ 12.19 ------------ -------------- ADVISOR CLASS: Net assets, at value .................................................... $ 352,039 -------------- Shares outstanding ...................................................... 29,154 -------------- Net asset value and maximum offering price per share .................... $ 12.08 -------------- (a) Redemption price is equal to net asset value less contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. 122 | Annual Report Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF OPERATIONS for the year ended February 28, 2009 FRANKLIN FRANKLIN FRANKLIN MASSACHUSETTS MICHIGAN INSURED TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND ---------------- ------------- ------------- Investment income: Interest .................................... $112,619,517 $ 26,790,618 $ 77,834,804 ------------ ------------ ------------ Expenses: Management fees (Note 3a) ................... 9,937,201 2,636,165 7,210,338 Distribution fees: (Note 3c) Class A .................................. 1,910,836 456,535 1,344,435 Class B .................................. 419,183 -- 234,608 Class C .................................. 1,141,517 434,385 1,066,007 Transfer agent fees (Note 3e) ............... 1,034,644 199,629 662,699 Custodian fees .............................. 31,989 7,943 23,148 Reports to shareholders ..................... 134,838 30,951 90,907 Registration and filing fees ................ 176,597 25,740 63,914 Professional fees ........................... 96,282 32,930 58,111 Trustees' fees and expenses ................. 18,828 4,481 13,024 Other ....................................... 153,537 39,843 86,911 ------------ ------------ ------------ Total expenses ........................ 15,055,452 3,868,602 10,854,102 ------------ ------------ ------------ Net investment income .............. 97,564,065 22,922,016 66,980,702 ------------ ------------ ------------ Realized and unrealized gains (losses): Net realized gain (loss) from investments ... (4,393,757) (1,245,152) (816,329) Net change in unrealized appreciation (depreciation) on investments ............ (60,332,613) (14,037,757) (37,100,944) ------------ ------------ ------------ Net realized and unrealized gain (loss) ........ (64,726,370) (15,282,909) (37,917,273) ------------ ------------ ------------ Net increase (decrease) in net assets resulting from operations ............................. $ 32,837,695 $ 7,639,107 $ 29,063,429 ============ ============ ============ The accompanying notes are an integral part of these financial statements. Annual Report | 123 Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF OPERATIONS (CONTINUED) for the year ended February 28, 2009 FRANKLIN FRANKLIN MINNESOTA OHIO TAX-FREE TAX-FREE INCOME FUND INCOME FUND ----------- ------------ Investment income: Interest .................................... $32,813,799 $ 65,520,115 ----------- ------------ Expenses: Management fees (Note 3a) ................... 3,332,564 6,291,067 Distribution fees: (Note 3c) Class A .................................. 593,263 1,108,263 Class B .................................. -- 258,858 Class C .................................. 559,052 1,217,917 Transfer agent fees (Note 3e) ............... 283,271 574,287 Custodian fees .............................. 10,079 20,009 Reports to shareholders ..................... 41,214 84,480 Registration and filing fees ................ 25,397 54,028 Professional fees ........................... 35,268 55,725 Trustees' fees and expenses ................. 5,609 10,891 Other ....................................... 58,837 112,581 ----------- ------------ Total expenses ........................ 4,944,554 9,788,106 ----------- ------------ Net investment income .............. 27,869,245 55,732,009 ----------- ------------ Realized and unrealized gains (losses): Net realized gain (loss) from investments ... (2,737,401) (10,025,945) Net change in unrealized appreciation (depreciation) on investments ............ 19,252,804 22,764,647 ----------- ------------ Net realized and unrealized gain (loss) ........ 16,515,403 12,738,702 ----------- ------------ Net increase (decrease) in net assets resulting from operations ............................. $44,384,648 $ 68,470,711 =========== ============ The accompanying notes are an integral part of these financial statements. 124 | Annual Report Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF CHANGES IN NET ASSETS FRANKLIN INSURED FRANKLIN MASSACHUSETTS TAX-FREE INCOME FUND TAX-FREE INCOME FUND -------------------------------- --------------------------- YEAR ENDED FEBRUARY 28, YEAR ENDED FEBRUARY 28, -------------------------------- --------------------------- 2009 2008(a) 2009 2008(a) --------------- -------------- ------------ ------------ Increase (decrease) in net assets: Operations: Net investment income ......................... $ 97,564,065 $ 91,016,962 $ 22,922,016 $ 21,651,999 Net realized gain (loss) from investments ..... (4,393,757) (448,120) (1,245,152) 218,139 Net change in unrealized appreciation (depreciation) on investments .............. (60,332,613) (151,034,247) (14,037,757) (34,578,857) -------------- -------------- ------------ ------------ Net increase (decrease) in net assets resulting from operations ............ 32,837,695 (60,465,405) 7,639,107 (12,708,719) -------------- -------------- ------------ ------------ Distributions to shareholders from: Net investment income: Class A .................................... (86,060,828) (83,230,413) (20,022,854) (19,594,778) Class B .................................... (2,521,430) (2,926,855) -- -- Class C .................................... (6,824,256) (5,414,621) (2,517,773) (2,160,545) Advisor Class .............................. (39,345) -- -- -- Net realized gains: Class A .................................... -- (254,713) -- (55,882) Class B .................................... -- (10,516) -- -- Class C .................................... -- (18,578) -- (7,157) -------------- -------------- ------------ ------------ Total distributions to shareholders .............. (95,445,859) (91,855,696) (22,540,627) (21,818,362) -------------- -------------- ------------ ------------ Capital share transactions: (Note 2) Class A .................................... (45,201,620) 224,663,802 7,636,448 14,147,192 Class B .................................... (11,489,518) (8,907,609) -- -- Class C .................................... 53,067,028 16,644,514 8,857,913 5,946,264 Advisor Class .............................. 1,490,283 -- -- -- -------------- -------------- ------------ ------------ Total capital share transactions ................. (2,133,827) 232,400,707 16,494,361 20,093,456 -------------- -------------- ------------ ------------ Redemption fees .................................. 81 5,969 334 924 -------------- -------------- ------------ ------------ Net increase (decrease) in net assets ... (64,741,910) 80,085,575 1,593,175 (14,432,701) Net assets: Beginning of year ................................ 2,126,648,532 2,046,562,957 512,113,560 526,546,261 -------------- -------------- ------------ ------------ End of year ...................................... $2,061,906,622 $2,126,648,532 $513,706,735 $512,113,560 ============== ============== ============ ============ Undistributed net investment income (distributions in excess of net investment income): End of year ...................................... $ 164,711 $ (1,942,163) $ 93,230 $ (285,574) ============== ============== ============ ============ (a) For the year ended February 29. The accompanying notes are an integral part of these financial statements. Annual Report | 125 Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED) FRANKLIN MICHIGAN FRANKLIN MINNESOTA TAX-FREE INCOME FUND TAX-FREE INCOME FUND ------------------------------- --------------------------- YEAR ENDED FEBRUARY 28, YEAR ENDED FEBRUARY 28, ------------------------------- --------------------------- 2009 2008(a) 2009 2008(a) -------------- -------------- ------------ ------------ Increase (decrease) in net assets: Operations: Net investment income ......................... $ 66,980,702 $ 60,969,190 $ 27,869,245 $ 25,007,932 Net realized gain (loss) from investments ..... (816,329) 1,102,166 (2,737,401) 419,172 Net change in unrealized appreciation (depreciation) on investments .............. (37,100,944) (64,527,342) 19,252,804 (34,331,260) -------------- -------------- ------------ ------------ Net increase (decrease) in net assets resulting from operations ............ 29,063,429 (2,455,986) 44,384,648 (8,904,156) -------------- -------------- ------------ ------------ Distributions to shareholders from: Net investment income: Class A .................................... (58,712,814) (55,027,672) (24,869,215) (22,626,575) Class B .................................... (1,373,574) (1,599,733) -- -- Class C .................................... (6,169,869) (4,666,968) (3,099,312) (2,389,710) Advisor Class .............................. (17,725) -- -- -- Net realized gains: Class A .................................... -- (1,154,802) -- -- Class B .................................... -- (36,411) -- -- Class C .................................... -- (111,395) -- -- -------------- -------------- ------------ ------------ Total distributions to shareholders .............. (66,273,982) (62,596,981) (27,968,527) (25,016,285) -------------- -------------- ------------ ------------ Capital share transactions: (Note 2) Class A .................................... 56,375,532 90,726,897 93,405,889 36,474,466 Class B .................................... (8,124,493) (4,371,379) -- -- Class C .................................... 47,214,803 10,337,823 29,905,202 9,222,990 Advisor Class .............................. 792,485 -- -- -- -------------- -------------- ------------ ------------ Total capital share transactions ................. 96,258,327 96,693,341 123,311,091 45,697,456 -------------- -------------- ------------ ------------ Redemption fees .................................. 37 1,724 1,981 1,733 -------------- -------------- ------------ ------------ Net increase (decrease) in net assets ... 59,047,811 31,642,098 139,729,193 11,778,748 Net assets: Beginning of year ................................ 1,464,596,725 1,432,954,627 616,294,893 604,516,145 -------------- -------------- ------------ ------------ End of year ...................................... $1,523,644,536 $1,464,596,725 $756,024,086 $616,294,893 ============== ============== ============ ============ Distributions in excess of net investment income included in net assets: End of year ...................................... $ (312,504) $ (1,004,310) $ (476,567) $ (368,274) ============== ============== ============ ============ (a) For the year ended February 29. The accompanying notes are an integral part of these financial statements. 126 | Annual Report Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED) FRANKLIN OHIO TAX-FREE INCOME FUND ------------------------------- YEAR ENDED FEBRUARY 28, ------------------------------- 2009 2008(a) -------------- -------------- Increase (decrease) in net assets: Operations: Net investment income ......................... $ 55,732,009 $ 48,447,612 Net realized gain (loss) from investments ..... (10,025,945) (1,486,121) Net change in unrealized appreciation (depreciation) on investments .............. 22,764,647 (71,748,664) -------------- -------------- Net increase (decrease) in net assets resulting from operations ............ 68,470,711 (24,787,173) -------------- -------------- Distributions to shareholders from: Net investment income: Class A .................................... (47,067,244) (41,008,313) Class B .................................... (1,469,022) (1,697,322) Class C .................................... (6,852,940) (5,268,781) Advisor Class .............................. (7,023) -- Net realized gains: Class A .................................... -- (343,160) Class B .................................... -- (17,065) Class C .................................... -- (50,745) -------------- -------------- Total distributions to shareholders .............. (55,396,229) (48,385,386) -------------- -------------- Capital share transactions: (Note 2) Class A .................................... 122,742,776 91,296,759 Class B .................................... (6,589,061) (6,540,259) Class C .................................... 42,179,875 23,683,316 Advisor Class .............................. 349,077 -- -------------- -------------- Total capital share transactions ................. 158,682,667 108,439,816 -------------- -------------- Redemption fees .................................. 1,147 3,732 -------------- -------------- Net increase (decrease) in net assets ... 171,758,296 35,270,989 Net assets: Beginning of year ................................ 1,211,465,388 1,176,194,399 -------------- -------------- End of year ...................................... $1,383,223,684 $1,211,465,388 ============== ============== Undistributed net investment income (distributions in excess of net investment income): End of year ...................................... $ 112,707 $ (212,652) ============== ============== (a) For the year ended February 29. The accompanying notes are an integral part of these financial statements. Annual Report | 127 Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Franklin Tax-Free Trust (Trust) is registered under the Investment Company Act of 1940, as amended, (1940 Act) as an open-end investment company, consisting of twenty-four separate funds, five of which are included in this report (Funds). The financial statements of the remaining funds in the Trust are presented separately. The classes of shares offered within each of the Funds are indicated below. Effective July 1, 2008, the Franklin Insured Tax-Free Income Fund, Franklin Michigan Tax-Free Income Fund and Franklin Ohio Tax-Free Income Fund began offering a new class of shares, Advisor Class. Each class of shares differs by its initial sales load, contingent deferred sales charges, distribution fees, voting rights on matters affecting a single class and its exchange privilege. CLASS A & CLASS C CLASS A, CLASS B, CLASS C & ADVISOR CLASS - ----------------- ----------------------------------------- Franklin Massachusetts Tax-Free Income Fund Franklin Insured Tax-Free Income Fund Franklin Minnesota Tax-Free Income Fund Franklin Michigan Tax-Free Income Fund Franklin Ohio Tax-Free Income Fund Effective February 17, 2009, the following name changes occurred: FORMER NAME NEW NAME - ----------- ------------------------------------------- Franklin Massachusetts Insured Tax-Free Income Fund Franklin Massachusetts Tax-Free Income Fund Franklin Michigan Insured Tax-Free Income Fund Franklin Michigan Tax-Free Income Fund Franklin Minnesota Insured Tax-Free Income Fund Franklin Minnesota Tax-Free Income Fund Franklin Ohio Insured Tax-Free Income Fund Franklin Ohio Tax-Free Income Fund The following summarizes the Funds' significant accounting policies. A. SECURITY VALUATION Municipal securities generally trade in the over-the-counter market rather than on a securities exchange. The Trust may utilize independent pricing services, quotations from bond dealers, and information with respect to bond and note transactions, to assist in determining a current market value for each security. The Trust's pricing services use valuation models or matrix pricing, which considers information with respect to comparable bond and note transactions, quotations from bond dealers or by reference to other securities that are considered comparable in such characteristics as rating, interest rate and maturity date, to determine current value. The Trust has procedures to determine the fair value of individual securities and other assets for which market prices are not readily available or which may not be reliably priced. Methods for valuing these securities may include: fundamental analysis, matrix pricing, discounts from market prices of similar securities, or discounts applied due to the nature and duration of restrictions on the disposition of the securities. Due to the inherent uncertainty of valuations of such securities, the fair values may differ significantly from the values that would have been 128 | Annual Report Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) A. SECURITY VALUATION (CONTINUED) used had a ready market for such investments existed. Occasionally, events occur between the time at which trading in a security is completed and the close of the NYSE that might call into question the availability (including the reliability) of the value of a portfolio security held by the fund. If such an event occurs, the securities may be valued using fair value procedures, which may include the use of independent pricing services. All security valuation procedures are approved by the Trust's Board of Trustees. B. SECURITIES PURCHASED ON A WHEN-ISSUED AND DELAYED DELIVERY BASIS The Funds may purchase securities on a when-issued and delayed delivery basis, with payment and delivery scheduled for a future date. These transactions are subject to market fluctuations and are subject to the risk that the value at delivery may be more or less than the trade date purchase price. Although the Funds will generally purchase these securities with the intention of holding the securities, they may sell the securities before the settlement date. Sufficient assets have been segregated for these securities. C. INCOME TAXES No provision has been made for U.S. income taxes because it is each fund's policy to qualify as a regulated investment company under the Internal Revenue Code and to distribute to shareholders substantially all of its income and net realized gains. The Funds have reviewed the tax positions, taken on federal income tax returns, for each of the three open tax years and as of February 28, 2009, and have determined that no provision for income tax is required in the Funds' financial statements. 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. Interest income and estimated expenses are accrued daily. Amortization of premium and accretion of discount on debt securities are included in interest income. Dividends from net investment income are normally declared daily and distributed monthly to shareholders. Distributions from realized capital gains and other distributions, if any, are recorded on the ex-dividend date. Distributions to shareholders are determined according to income tax regulations (tax basis). Distributable earnings determined on a tax basis may differ from earnings recorded in accordance with accounting principles generally accepted in the United States of America. These differences may be permanent or temporary. Permanent differences are reclassified among capital accounts to reflect their tax character. These reclassifications have no impact on net assets or the results of operations. Temporary differences are not reclassified, as they may reverse in subsequent periods. Common expenses incurred by the Trust are allocated among the funds based on the ratio of net assets of each fund to the combined net assets of the Trust. Fund specific expenses are charged directly to the fund that incurred the expense. Annual Report | 129 Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) D. SECURITY TRANSACTIONS, INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS (CONTINUED) Realized and unrealized gains and losses and net investment income, not including 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. INSURANCE The scheduled payments of interest and principal for each insured municipal security in the Trust are insured by either a new issue insurance policy or a secondary insurance policy. Some municipal securities in the Funds are secured by collateral guaranteed by an agency of the U.S. government. Insurance companies typically insure municipal bonds that tend to be of very high quality, with the majority of underlying municipal bonds rated A or better. However, there is a risk that in the event of an issuer default, the insurer may not be able to fulfill its obligations under the terms of the policy. Depending on the type of coverage, premiums for insurance are either added to the cost basis of the security or paid by a third party. F. ACCOUNTING ESTIMATES The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America 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. G. REDEMPTION FEES A short term trading redemption fee was imposed, with some exceptions, on any fund shares that were redeemed or exchanged within seven calendar days following their purchase date. The redemption fee was 2% of the amount redeemed. Such fees were retained by the Funds and accounted for as an addition to paid-in capital. Effective September 1, 2008, the redemption fee was eliminated. H. GUARANTEES AND INDEMNIFICATIONS Under the Trust's organizational documents, its officers and trustees are indemnified by the Trust against certain liabilities arising out of the performance of their duties to the Trust. Additionally, in the normal course of business, the Trust, on behalf of the Funds, enters into contracts with service providers that contain general indemnification clauses. The Trust's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred. Currently, the Trust expects the risk of loss to be remote. 130 | Annual Report Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 2. SHARES OF BENEFICIAL INTEREST At February 28, 2009, there were an unlimited number of shares authorized (without par value). Transactions in the Funds' shares were as follows: FRANKLIN FRANKLIN MASSACHUSETTS INSURED TAX-FREE TAX-FREE INCOME FUND INCOME FUND --------------------------- ------------------------- SHARES AMOUNT SHARES AMOUNT ----------- ------------- ---------- ------------ CLASS A SHARES: Year ended February 28, 2009 Shares sold ......................... 36,202,614 $ 412,603,041 7,219,049 $ 81,575,484 Shares issued on merger (Note 7) .... 11,431,481 138,549,550 -- -- Shares issued in reinvestment of distributions .................... 4,714,948 54,017,557 1,000,143 11,166,730 Shares redeemed ..................... (57,261,732) (650,371,768) (7,730,726) (85,105,766) ----------- ------------- ---------- ------------ Net increase (decrease) ............. (4,912,689) $ (45,201,620) 488,466 $ 7,636,448 =========== ============= ========== ============ Year ended February 29, 2008 Shares sold ......................... 41,123,249 $ 499,160,173 5,711,345 $ 67,182,705 Shares issued in reinvestment of distributions .................... 4,387,210 53,175,294 931,758 10,944,800 Shares redeemed ..................... (27,046,194) (327,671,665) (5,451,860) (63,980,313) ----------- ------------- ---------- ------------ Net increase (decrease) ............. 18,464,265 $ 224,663,802 1,191,243 $ 14,147,192 =========== ============= ========== ============ CLASS B SHARES: Year ended February 28, 2009 Shares sold ......................... 261,627 $ 2,969,937 Shares issued in reinvestment of distributions .................... 137,752 1,585,936 Shares redeemed ..................... (1,408,274) (16,045,391) ----------- ------------- Net increase (decrease) ............. (1,008,895) $ (11,489,518) =========== ============= Year ended February 29, 2008 Shares sold ......................... 108,603 $ 1,325,617 Shares issued in reinvestment of distributions .................... 149,296 1,818,711 Shares redeemed ..................... (992,006) (12,051,937) ----------- ------------- Net increase (decrease) ............. (734,107) $ (8,907,609) =========== ============= CLASS C SHARES: Year ended February 28, 2009 Shares sold ......................... 8,171,227 $ 94,165,836 1,797,453 $ 20,433,521 Shares issued in reinvestment of distributions .................... 379,771 4,373,837 154,469 1,736,426 Shares redeemed ..................... (3,998,878) (45,472,645) (1,201,028) (13,312,034) ----------- ------------- ---------- ------------ Net increase (decrease) ............. 4,552,120 $ 53,067,028 750,894 $ 8,857,913 =========== ============= ========== ============ Year ended February 29, 2008 Shares sold ......................... 3,544,247 $ 43,372,926 1,257,097 $ 14,883,947 Shares issued in reinvestment of distributions .................... 288,479 3,529,575 123,189 1,458,293 Shares redeemed ..................... (2,474,610) (30,257,987) (879,082) (10,395,976) ----------- ------------- ---------- ------------ Net increase (decrease) ............. 1,358,116 $ 16,644,514 501,204 $ 5,946,264 =========== ============= ========== ============ Annual Report | 131 Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 2. SHARES OF BENEFICIAL INTEREST (CONTINUED) FRANKLIN INSURED TAX-FREE INCOME FUND -------------------- SHARES AMOUNT ------- ---------- ADVISOR CLASS SHARES: Period ended February 28, 2009(a) Shares sold ......................... 124,946 $1,471,522 Shares issued in reinvestment of distributions .................... 2,076 23,126 Shares redeemed ..................... (423) (4,365) ------- ---------- Net increase (decrease) ............. 126,599 $1,490,283 ======= ========== FRANKLIN MICHIGAN FRANKLIN MINNESOTA TAX-FREE TAX-FREE INCOME FUND INCOME FUND --------------------------- ------------------------- SHARES AMOUNT SHARES AMOUNT ----------- ------------- ---------- ------------ CLASS A SHARES: Year ended February 28, 2009 Shares sold ......................... 18,559,197 $ 218,215,013 13,826,368 $160,107,842 Shares issued in reinvestment of distributions .................... 3,146,032 36,592,804 1,368,844 15,911,356 Shares redeemed ..................... (17,312,598) (198,432,285) (7,203,039) (82,613,309) ----------- ------------- ---------- ------------ Net increase (decrease) ............. 4,392,631 $ 56,375,532 7,992,173 $ 93,405,889 =========== ============= ========== ============ Year ended February 29, 2008 Shares sold ......................... 16,960,358 $ 205,298,531 8,038,778 $ 96,295,366 Shares issued in reinvestment of distributions .................... 2,859,318 34,592,056 1,219,023 14,595,327 Shares redeemed ..................... (12,332,626) (149,163,690) (6,220,117) (74,416,227) ----------- ------------- ---------- ------------ Net increase (decrease) ............. 7,487,050 $ 90,726,897 3,037,684 $ 36,474,466 =========== ============= ========== ============ CLASS B SHARES: Year ended February 28, 2009 Shares sold ......................... 21,401 $ 255,650 Shares issued in reinvestment of distributions .................... 82,415 965,252 Shares redeemed ..................... (803,088) (9,345,395) ----------- ------------- Net increase (decrease) ............. (699,272) $ (8,124,493) =========== ============= Year ended February 29, 2008 Shares sold ......................... 21,785 $ 264,343 Shares issued in reinvestment of distributions .................... 95,046 1,155,502 Shares redeemed ..................... (476,525) (5,791,224) ----------- ------------- Net increase (decrease) ............. (359,694) $ (4,371,379) =========== ============= (a) For the period July 1, 2008 (effective date) to February 28, 2009. 132 | Annual Report Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 2. SHARES OF BENEFICIAL INTEREST (CONTINUED) FRANKLIN MICHIGAN FRANKLIN MINNESOTA TAX-FREE TAX-FREE INCOME FUND INCOME FUND ------------------------- ------------------------- SHARES AMOUNT SHARES AMOUNT ---------- ------------ ---------- ------------ CLASS C SHARES: Year ended February 28, 2009 Shares sold ......................... 6,578,089 $ 78,665,502 3,511,015 $ 41,174,133 Shares issued in reinvestment of distributions .................... 372,014 4,367,130 171,220 2,003,340 Shares redeemed ..................... (3,096,660) (35,817,829) (1,149,121) (13,272,271) ---------- ------------ ---------- ------------ Net increase (decrease) ............. 3,853,443 $ 47,214,803 2,533,114 $ 29,905,202 ========== ============ ========== ============ Year ended February 29, 2008 Shares sold ......................... 2,534,340 $ 31,020,796 1,349,179 $ 16,272,187 Shares issued in reinvestment of distributions .................... 276,888 3,385,163 117,894 1,421,575 Shares redeemed ..................... (1,970,436) (24,068,136) (702,199) (8,470,772) ---------- ------------ ---------- ------------ Net increase (decrease) ............. 840,792 $ 10,337,823 764,874 $ 9,222,990 ========== ============ ========== ============ ADVISOR CLASS SHARES: Period ended February 28, 2009(a) Shares sold ......................... 69,375 $ 820,540 Shares issued in reinvestment of distributions .................... 122 1,390 Shares redeemed ..................... (2,596) (29,445) ---------- ------------ Net increase (decrease) ............. 66,901 $ 792,485 ========== ============ FRANKLIN OHIO TAX-FREE INCOME FUND --------------------------- SHARES AMOUNT ----------- ------------- CLASS A SHARES: Year ended February 28, 2009 Shares sold ......................... 21,090,258 $ 255,535,352 Shares issued in reinvestment of distributions .................... 2,565,398 30,822,919 Shares redeemed ..................... (13,777,887) (163,615,495) ----------- ------------- Net increase (decrease) ............. 9,877,769 $ 122,742,776 =========== ============= Year ended February 29, 2008 Shares sold ......................... 15,743,152 $ 196,372,470 Shares issued in reinvestment of distributions .................... 2,090,527 26,027,391 Shares redeemed ..................... (10,525,907) (131,103,102) ----------- ------------- Net increase (decrease) ............. 7,307,772 $ 91,296,759 =========== ============= (a) For the period July 1, 2008 (effective date) to February 28, 2009. Annual Report | 133 Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 2. SHARES OF BENEFICIAL INTEREST (CONTINUED) FRANKLIN OHIO TAX-FREE INCOME FUND ------------------------- SHARES AMOUNT ---------- ------------ CLASS B SHARES: Year ended February 28, 2009 Shares sold ......................... 43,489 $ 524,360 Shares issued in reinvestment of distributions .................... 84,398 1,019,519 Shares redeemed ..................... (673,655) (8,132,940) ---------- ------------ Net increase (decrease) ............. (545,768) $ (6,589,061) ========== ============ Year ended February 29, 2008 Shares sold ......................... 26,357 $ 331,695 Shares issued in reinvestment of distributions .................... 94,581 1,182,095 Shares redeemed ..................... (643,960) (8,054,049) ---------- ------------ Net increase (decrease) ............. (523,022) $ (6,540,259) ========== ============ CLASS C SHARES: Year ended February 28, 2009 Shares sold ......................... 5,749,303 $ 70,510,862 Shares issued in reinvestment of distributions .................... 391,834 4,747,155 Shares redeemed ..................... (2,752,071) (33,078,142) ---------- ------------ Net increase (decrease) ............. 3,389,066 $ 42,179,875 ========== ============ Year ended February 29, 2008 Shares sold ......................... 3,353,584 $ 42,183,260 Shares issued in reinvestment of distributions .................... 288,112 3,618,530 Shares redeemed ..................... (1,760,678) (22,118,474) ---------- ------------ Net increase (decrease) ............. 1,881,018 $ 23,683,316 ========== ============ ADVISOR CLASS SHARES: Period ended February 28, 2009(a) Shares sold ......................... 29,058 $ 347,943 Shares issued in reinvestment of distributions .................... 559 6,553 Shares redeemed ..................... (463) (5,419) ---------- ------------ Net increase (decrease) ............. 29,154 $ 349,077 ========== ============ (a) For the period July 1, 2008 (effective date) to February 28, 2009. 3. TRANSACTIONS WITH AFFILIATES Franklin Resources, Inc. is the holding company for various subsidiaries that together are referred to as Franklin Templeton Investments. Certain officers and trustees of the Funds are also officers and/or directors of the following subsidiaries: SUBSIDIARY AFFILIATION - ---------- ---------------------- Franklin Advisers, Inc. (Advisers) Investment manager Franklin Templeton Services, LLC (FT Services) Administrative manager Franklin Templeton Distributors, Inc. (Distributors) Principal underwriter Franklin Templeton Investor Services, LLC (Investor Services) Transfer agent 134 | Annual Report Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. TRANSACTIONS WITH AFFILIATES (CONTINUED) A. MANAGEMENT FEES The Funds pay an investment management fee to Advisers based on the month-end net assets of each of the Funds as follows: ANNUALIZED FEE RATE NET ASSETS - ------------------- --------------------------------------------------- 0.625% Up to and including $100 million 0.500% Over $100 million, up to and including $250 million 0.450% Over $250 million, up to and including $7.5 billion 0.440% Over $7.5 billion, up to and including $10 billion 0.430% Over $10 billion, up to and including $12.5 billion 0.420% Over $12.5 billion, up to and including $15 billion 0.400% Over $15 billion, up to and including $17.5 billion 0.380% Over $17.5 billion, up to and including $20 billion 0.360% In excess of $20 billion B. ADMINISTRATIVE FEES Under an agreement with Advisers, FT Services provides administrative services to the Funds. The fee is paid by Advisers based on average daily net assets, and is not an additional expense of the Funds. C. DISTRIBUTION FEES The Trust's Board of Trustees has adopted distribution plans for each share class, with the exception of Advisor Class shares, pursuant to Rule 12b-1 under the 1940 Act. Under the Class A reimbursement distribution plans, the Funds reimburse Distributors for costs incurred in connection with the servicing, sale and distribution of each fund's shares up to the maximum annual plan rate for each class. Under the Class A reimbursement distribution plans, costs exceeding the maximum for the current plan year cannot be reimbursed in subsequent periods. In addition, under the Funds' compensation distribution plans, the Funds pay Distributors for costs incurred in connection with the servicing, sale and distribution of each fund's shares up to the maximum annual plan rate for each class. The maximum annual plan rates, based on the average daily net assets, for each class, are as follows: FRANKLIN FRANKLIN FRANKLIN MASSACHUSETTS MICHIGAN INSURED TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND ---------------- ------------- ----------- Reimbursement Plans: Class A ......... 0.10% 0.10% 0.10% Compensation Plans: Class B ......... 0.65% -- 0.65% Class C ......... 0.65% 0.65% 0.65% Annual Report | 135 Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. TRANSACTIONS WITH AFFILIATES (CONTINUED) C. DISTRIBUTION FEES (CONTINUED) FRANKLIN FRANKLIN MINNESOTA OHIO TAX-FREE TAX-FREE INCOME FUND INCOME FUND ----------- ----------- Reimbursement Plans: Class A ......... 0.10% 0.10% Compensation Plans: Class B ......... -- 0.65% Class C ......... 0.65% 0.65% D. SALES CHARGES/UNDERWRITING AGREEMENTS Distributors has advised the Funds of the following commission transactions related to the sales and redemptions of the Funds' shares for the year: FRANKLIN FRANKLIN FRANKLIN MASSACHUSETTS MICHIGAN INSURED TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND ---------------- ------------- ----------- Sales charges retained net of commissions paid to unaffiliated broker/dealers ......... $571,889 $152,459 $510,590 Contingent deferred sales charges retained ..... $333,753 $ 27,622 $122,161 FRANKLIN FRANKLIN MINNESOTA OHIO TAX-FREE TAX-FREE INCOME FUND INCOME FUND ----------- ----------- Sales charges retained net of commissions paid to unaffiliated broker/dealers ......... $268,950 $534,773 Contingent deferred sales charges retained ..... $ 21,196 $126,625 E. TRANSFER AGENT FEES For the year ended February 28, 2009, the Funds paid transfer agent fees as noted in the Statements of Operations of which the following amounts were retained by Investor Services: FRANKLIN FRANKLIN FRANKLIN MASSACHUSETTS MICHIGAN INSURED TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND ---------------- ------------- ----------- Transfer agent fees ..... $576,805 $124,302 $431,824 FRANKLIN FRANKLIN MINNESOTA OHIO TAX-FREE TAX-FREE INCOME FUND INCOME FUND ----------- ----------- Transfer agent fees ..... $183,938 $354,731 136 | Annual Report Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 4. INCOME TAXES For tax purposes, capital losses may be carried over to offset future capital gains, if any. At February 28, 2009, the capital loss carryforwards were as follows: FRANKLIN FRANKLIN FRANKLIN MASSACHUSETTS MICHIGAN INSURED TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND ---------------- ------------- ----------- Capital loss carryforwards expiring in: 2016 ............................... $ 22,960 $ -- $ -- 2017 ............................... 798,241 33,682 472,758 -------- ------- -------- $821,201 $33,682 $472,758 ======== ======= ======== FRANKLIN FRANKLIN MINNESOTA OHIO TAX-FREE TAX-FREE INCOME FUND INCOME FUND ----------- ----------- Capital loss carryforwards expiring in: 2010 ............................... $ 788,761 $ -- 2015 ............................... 1,475,000 -- 2016 ............................... -- 73,849 2017 ............................... 1,004,796 3,842,081 ---------- ---------- $3,268,557 $3,915,930 ========== ========== On February 28, 2009, the Franklin Minnesota Tax-Free Income Fund had expired capital loss carryforwards of $89,650, which were reclassified to paid-in capital. For tax purposes, realized capital losses occurring subsequent to October 31, may be deferred and treated as occurring on the first day of the following fiscal year. At February 28, 2009, deferred losses were as follows: FRANKLIN FRANKLIN FRANKLIN FRANKLIN INSURED MASSACHUSETTS MICHIGAN MINNESOTA TAX-FREE TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND INCOME FUND - ----------- ------------- ----------- ----------- $3,987,842 $1,230,193 $393,374 $695,951 The tax character of distributions paid during the years ended February 28, 2009 and February 29, 2008, was as follows: FRANKLIN INSURED FRANKLIN MASSACHUSETTS TAX-FREE INCOME FUND TAX-FREE INCOME FUND ------------------------- ------------------------- 2009 2008 2009 2008 ----------- ----------- ----------- ----------- Distributions paid from: Tax exempt income ......... $95,445,859 $91,571,889 $22,540,627 $21,755,323 Long term capital gain .... -- 283,807 -- 63,039 ----------- ----------- ----------- ----------- $95,445,859 $91,855,696 $22,540,627 $21,818,362 =========== =========== =========== =========== Annual Report | 137 Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 4. INCOME TAXES (CONTINUED) FRANKLIN MICHIGAN FRANKLIN MINNESOTA TAX-FREE INCOME FUND TAX-FREE INCOME FUND ------------------------- ------------------------- 2009 2008 2009 2008 ----------- ----------- ----------- ----------- Distributions paid from: Tax exempt income ......... $66,273,982 $61,294,373 $27,968,527 $25,016,285 Long term capital gain .... -- 1,302,608 -- -- ----------- ----------- ----------- ----------- $66,273,982 $62,596,981 $27,968,527 $25,016,285 =========== =========== =========== =========== FRANKLIN OHIO TAX-FREE INCOME FUND ------------------------- 2009 2008 ----------- ----------- Distributions paid from: Tax exempt income ......... $55,396,229 $47,974,416 Long term capital gain .... -- 410,970 ----------- ----------- $55,396,229 $48,385,386 =========== =========== At February 28, 2009, the cost of investments, net unrealized appreciation (depreciation), undistributed tax exempt and ordinary income and undistributed capital gains for income tax purposes were as follows: FRANKLIN FRANKLIN FRANKLIN MASSACHUSETTS MICHIGAN INSURED TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND ---------------- ------------- -------------- Cost of investments .......................... $2,137,871,936 $532,015,511 $1,524,583,804 ============== ============ ============== Unrealized appreciation ...................... $ 43,503,583 $ 15,605,755 $ 50,812,123 Unrealized depreciation ...................... (144,459,535) (34,168,332) (74,585,560) -------------- ------------ -------------- Net unrealized appreciation (depreciation) ... $ (100,955,952) $(18,562,577) $ (23,773,437) ============== ============ ============== Distributable earnings - undistributed tax exempt income ........... $ 2,081,273 $ 482,349 $ 928,879 ============== ============ ============== FRANKLIN FRANKLIN MINNESOTA OHIO TAX-FREE TAX-FREE INCOME FUND INCOME FUND ------------ -------------- Cost of investments .......................... $734,150,393 $1,362,711,914 ============ ============== Unrealized appreciation ...................... $ 23,414,597 $ 50,271,803 Unrealized depreciation ...................... (12,326,290) (44,933,690) ------------ -------------- Net unrealized appreciation (depreciation) ... $ 11,088,307 $ 5,338,113 ============ ============== Distributable earnings - undistributed tax exempt income ........... $ 78,742 $ 1,186,974 ============ ============== 138 | Annual Report Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 4. INCOME TAXES (CONTINUED) Net investment income differs for financial statement and tax purposes primarily due to differing treatment of bond discounts. Net realized gains (losses) differ for financial statement and tax purposes primarily due to differing treatments of bond discounts and wash sales. 5. INVESTMENT TRANSACTIONS Purchases and sales of investments (excluding short term securities) for the year ended February 28, 2009, were as follows: FRANKLIN FRANKLIN FRANKLIN MASSACHUSETTS MICHIGAN INSURED TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND ---------------- ------------- ------------ Purchases ........................... $319,137,457 $53,964,340 $355,735,239 Sales ............................... $530,831,025 $38,511,303 $241,700,401 FRANKLIN FRANKLIN MINNESOTA OHIO TAX-FREE TAX-FREE INCOME FUND INCOME FUND ------------ ------------ Purchases ........................... $275,240,127 $304,784,128 Sales ............................... $144,369,150 $144,968,936 6. CONCENTRATION OF RISK Each of the funds invest a large percentage of its total assets in obligations of issuers within its respective state and U.S. territories, except for the Franklin Insured Tax-Free Income Fund. Such concentration may subject the funds to risks associated with industrial or regional matters, and economic, political or legal developments occurring within those states and U.S. territories. In addition, investments in these securities are sensitive to interest rate changes and credit risk of the issuer and may subject the funds to increased market volatility. The market for these investments may be limited, which may make them difficult to buy or sell. 7. MERGER On May 21, 2008, the Franklin Insured Tax-Free Income Fund acquired the net assets of Franklin Florida Insured Tax-Free Income Fund pursuant to a plan of reorganization approved by Franklin Florida Insured Tax-Free Income Fund's shareholders. The merger was accomplished by a tax-free exchange of 11,431,481 shares of the Franklin Insured Tax-Free Income Fund (valued at $12.12) for the net assets of the Franklin Florida Insured Tax-Free Income Fund which aggregated $138,549,550, including $4,016,955 of unrealized appreciation (depreciation). The combined net assets of the Franklin Insured Tax-Free Income Fund immediately after the merger was $2,438,796,882. Annual Report | 139 Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 8. CREDIT FACILITY Effective January 23, 2009, the Funds, together with other U.S. registered and foreign investment funds managed by Franklin Templeton Investments (individually, "Borrower"; collectively "Borrowers"), entered into a joint syndicated senior unsecured credit facility totaling $725 million (Global Credit Facility) to provide a source of funds to the Borrowers for temporary and emergency purposes, including the ability to meet future unanticipated or unusually large redemption requests. Under the terms of the Global Credit Facility, the Funds shall, in addition to interest charged on any borrowings made by the Funds and other costs incurred by the Funds, pay their share of fees and expenses incurred in connection with the implementation and maintenance of the Global Credit Facility, based upon its relative share of the aggregate net assets of all of the Borrowers, including an annual commitment fee based upon the unused portion of the Global Credit Facility. During the period, the Funds incurred commitment fees of $1,511 of their pro rata portion of the Global Credit Facility, which is reflected in Other expenses on the Statements of Operations. During the year ended February 28, 2009, the Funds did not utilize the Global Credit Facility. 9. FAIR VALUE MEASUREMENTS The Funds adopted Financial Accounting Standards Board (FASB) Statement No. 157, "Fair Value Measurement" (SFAS 157), on March 1, 2008. SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Funds have determined that the implementation of SFAS 157 did not have a material impact on the Funds' financial statements. SFAS 157 establishes a fair value hierarchy that distinguishes between market data obtained from independent sources (observable inputs) and the Trust's own market assumptions (unobservable inputs). These inputs are used in determining the value of the Funds' investments and are summarized in the following fair value hierarchy: - Level 1 - quoted prices in active markets for identical securities - Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speed, credit risk, etc.) - Level 3 - significant unobservable inputs (including the fund's own assumptions in determining the fair value of investments) The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities. At February 28, 2009, all of the Funds' investments in securities carried at fair value were in Level 2 inputs. 140 | Annual Report Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) ABBREVIATIONS SELECTED PORTFOLIO AMBAC - American Municipal Bond Assurance Corp. BHAC - Berkshire Hathaway Assurance Corp. BIG - Bond Investors Guaranty Insurance Co. (acquired by MBIA in 1989 and no longer does business under this name) CDA - Community Development Authority/Agency CDD - Community Development District CIFG - CDC IXIS Financial Guaranty COP - Certificate of Participation EDA - Economic Development Authority EDC - Economic Development Corp. ETM - Escrow to Maturity FGIC - Financial Guaranty Insurance Co. FSA - Financial Security Assurance Inc. GNMA - Government National Mortgage Association GO - General Obligation HDA - Housing Development Authority/Agency HDC - Housing Development Corp. HFA - Housing Finance Authority/Agency HFAR - Housing Finance Authority Revenue HFC - Housing Finance Corp. HMR - Home Mortgage Revenue ID - Improvement District IDA - Industrial Development Authority/Agency IDAR - Industrial Development Authority Revenue IDR - Industrial Development Revenue ISD - Independent School District MBIA - Municipal Bond Investors Assurance Corp. MFHR - Multi-Family Housing Revenue MFMR - Multi-Family Mortgage Revenue MFR - Multi-Family Revenue MTA - Metropolitan Transit Authority PBA - Public Building Authority PCR - Pollution Control Revenue PFAR - Public Financing Authority Revenue PUD - Public Utility District RDA - Redevelopment Agency/Authority RDAR - Redevelopment Agency Revenue RMR - Residential Mortgage Revenue SFM - Single Family Mortgage SFMR - Single Family Mortgage Revenue USD - Unified/Union School District XLCA - XL Capital Assurance Annual Report | 141 Franklin Tax-Free Trust REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE BOARD OF TRUSTEES AND SHAREHOLDERS OF FRANKLIN TAX-FREE TRUST In our opinion, the accompanying statements of assets and liabilities, including the statements of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the Franklin Insured Tax-Free Income Fund, Franklin Massachusetts Tax-Free Income Fund (formerly Franklin Massachusetts Insured Tax-Free Income Fund), Franklin Michigan Tax-Free Income Fund (formerly Franklin Michigan Insured Tax-Free Income Fund), Franklin Minnesota Tax-Free Income Fund (formerly Franklin Minnesota Insured Tax-Free Income Fund) and Franklin Ohio Tax-Free Income Fund (formerly Franklin Ohio Insured Tax-Free Income Fund) (separate portfolios of Franklin Tax-Free Trust, hereafter referred to as the "Funds") at February 28, 2009, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period then ended and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Funds' management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2009 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP San Francisco, California April 17, 2009 142 | Annual Report Franklin Tax-Free Trust TAX DESIGNATION (UNAUDITED) Under Section 852(b)(5)(A) of the Internal Revenue Code, the Funds designate 100% of the distributions paid from net investment income as exempt-interest dividends for the fiscal year ended February 28, 2009. A portion of the Fund's exempt-interest dividends may be subject to the federal alternative minimum tax. In January 2010, shareholders will be notified of amounts for use in preparing their 2009 income tax returns. Annual Report | 143 Franklin Tax-Free Trust BOARD MEMBERS AND OFFICERS The name, year of birth and address of the officers and board members, as well as their affiliations, positions held with the Trust, principal occupations during the past five years and number of portfolios overseen in the Franklin Templeton Investments fund complex are shown below. Generally, each board member serves until that person's successor is elected and qualified. INDEPENDENT BOARD MEMBERS NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ----------------------------- --------------- ------------------ ----------------------- ----------------------------------- HARRIS J. ASHTON (1932) Trustee Since 1984 136 Bar-S Foods (meat packing company). One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director of various companies; and FORMERLY, Director, RBC Holdings, Inc. (bank holding company) (until 2002); and President, Chief Executive Officer and Chairman of the Board, General Host Corporation (nursery and craft centers) (until 1998). ROBERT F. CARLSON (1928) Trustee Since 2007 113 None One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Retired; and FORMERLY, Vice President, senior member and President, Board of Administration, California Public Employees Retirement Systems (CALPERS) (1971 - 2008); member and Chairman of the Board, Sutter Community Hospitals; member, Corporate Board, Blue Shield of California; and Chief Counsel, California Department of Transportation. SAM GINN (1937) Trustee Since 2007 113 Chevron Corporation (global energy One Franklin Parkway company) and ICO Global San Mateo, CA 94403-1906 Communications (Holdings) Limited (satellite company). PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Private investor; and FORMERLY, Chairman of the Board, Vodafone AirTouch, PLC (wireless company); Chairman of the Board and Chief Executive Officer, AirTouch Communications (cellular communications) (1993-1998) and Pacific Telesis Groups (telephone holding company) (1988-1994). EDITH E. HOLIDAY (1952) Trustee Since 1998 136 Hess Corporation (exploration and One Franklin Parkway refining of oil and gas), H.J. San Mateo, CA 94403-1906 Heinz Company (processed foods and allied products), RTI International Metals, Inc. (manufacture and distribution of titanium), Canadian National Railway (railroad) and White Mountains Insurance Group, Ltd. (holding company). PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director or Trustee of various companies and trusts; and FORMERLY, Assistant to the President of the United States and Secretary of the Cabinet (1990-1993); General Counsel to the United States Treasury Department (1989-1990); and Counselor to the Secretary and Assistant Secretary for Public Affairs and Public Liaison - United States Treasury Department (1988-1989). 144 | Annual Report NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ----------------------------- --------------- ------------------ ----------------------- ----------------------------------- FRANK W.T. LAHAYE (1929) Trustee Since 1984 113 Center for Creative Land Recycling One Franklin Parkway (brownfield redevelopment). San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: General Partner, Las Olas L.P. (Asset Management); and FORMERLY, Chairman, Peregrine Venture Management Company (venture capital). FRANK A. OLSON (1932) Trustee Since 2005 136 Hess Corporation (exploration and One Franklin Parkway refining of oil and gas) and San Mateo, CA 94403-1906 Sentient Jet (private jet service). PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Chairman Emeritus, The Hertz Corporation (car rental) (since 2000) (Chairman of the Board (1980-2000) and Chief Executive Officer (1977-1999)); and FORMERLY, Chairman of the Board, President and Chief Executive Officer, UAL Corporation (airlines). LARRY D. THOMPSON (1945) Trustee Since 2007 143 None One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Vice President - Government Affairs, General Counsel and Secretary, PepsiCo, Inc. (consumer products); and FORMERLY, Director, Delta Airlines (aviation) (2003-2005) and Providian Financial Corp. (credit card provider) (1997-2001); Senior Fellow of The Brookings Institution (2003-2004); Visiting Professor, University of Georgia School of Law (2004); and Deputy Attorney General, U.S. Department of Justice (2001-2003). JOHN B. WILSON (1959) Lead Trustee since 113 None One Franklin Parkway Independent 2007 and Lead San Mateo, CA 94403-1906 Trustee Independent Trustee since 2008 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: President and Founder, Hyannis Port Capital, Inc. (real estate and private equity investing); serves on private and non-profit boards; and FORMERLY, Chief Operating Officer and Executive Vice President, Gap, Inc. (retail) (1996-2000); Chief Financial Officer and Executive Vice President - Finance and Strategy, Staples, Inc. (office supplies) (1992-1996); Senior Vice President - Corporate Planning, Northwest Airlines, Inc. (airlines) (1990-1992); and Vice President and Partner, Bain & Company (consulting firm) (1986-1990). INTERESTED BOARD MEMBERS AND OFFICERS NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ----------------------------- --------------- ------------------ ----------------------- ----------------------------------- **CHARLES B. JOHNSON (1933) Trustee and Since 1984 136 None One Franklin Parkway Chairman of San Mateo, CA 94403-1906 the Board PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Chairman of the Board, Member - Office of the Chairman and Director, Franklin Resources, Inc.; Director, Templeton Worldwide, Inc.; and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 42 of the investment companies in Franklin Templeton Investments. Annual Report | 145 NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ----------------------------- --------------- ------------------ ----------------------- ----------------------------------- **GREGORY E. JOHNSON (1961) Trustee Since 2007 90 None One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director, President and Chief Executive Officer, Franklin Resources, Inc.; President, Templeton Worldwide, Inc.; Director, Templeton Asset Management Ltd.; and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 33 of the investment companies in Franklin Templeton Investments. SHEILA AMOROSO (1959) Vice President Since 2000 Not Applicable Not Applicable One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Vice President, Franklin Advisers, Inc.; and officer of eight of the investment companies in Franklin Templeton Investments. JENNIFER J. BOLT (1964) Chief Since December Not Applicable Not Applicable One Franklin Parkway Executive 2008 San Mateo, CA 94403-1906 Officer - Finance and Administration PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Executive Vice President - Operations and Technology, Franklin Resources, Inc.; Director, Templeton Global Advisors Limited; and officer and/or director, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments. RAFAEL R. COSTAS, JR. (1965) Vice President Since 2000 Not Applicable Not Applicable One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Vice President, Franklin Advisers, Inc.; and officer of eight of the investment companies in Franklin Templeton Investments. JAMES M. DAVIS (1952) Chief Chief Compliance Not Applicable Not Applicable One Franklin Parkway Compliance Officer since 2004 San Mateo, CA 94403-1906 Officer and and Vice Vice President President - - AML AML Compliance Compliance since 2006 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director, Global Compliance, Franklin Resources, Inc.; officer of some of the other subsidiaries of Franklin Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments; and FORMERLY, Director of Compliance, Franklin Resources, Inc. (1994-2001). 146 | Annual Report NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ----------------------------- --------------- ------------------ ----------------------- ----------------------------------- LAURA F. FERGERSON (1962) Treasurer, Treasurer since Not Applicable Not Applicable One Franklin Parkway Chief Financial 2004, Chief San Mateo, CA 94403-1906 Officer and Financial Officer Chief and Chief Accounting Accounting Officer Officer since 2008 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Vice President, Franklin Templeton Services, LLC; officer of 46 of the investment companies in Franklin Templeton Investments; and FORMERLY, Director and member of Audit and Valuation Committees, Runkel Funds, Inc. (2003-2004); Assistant Treasurer of most of the investment companies in Franklin Templeton Investments (1997-2003); and Vice President, Franklin Templeton Services, LLC (1997-2003). DAVID P. GOSS (1947) Vice President Since 2000 Not Applicable Not Applicable One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Associate General Counsel, Franklin Templeton Investments; officer and/or director, as the case maybe, of some of the other subsidiaries of Franklin Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments. RUPERT H. JOHNSON, JR. (1940) President and President since Not Applicable Not Applicable One Franklin Parkway Chief 1993 and Chief San Mateo, CA 94403-1906 Executive Executive Officer Officer - - Investment Investment Management Management since 2002 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Vice Chairman, Member - Office of the Chairman and Director, Franklin Resources, Inc.; Director, Franklin Advisers, Inc. and Templeton Worldwide, Inc.; Senior Vice President, Franklin Advisory Services, LLC; and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 44 of the investment companies in Franklin Templeton Investments. KAREN L. SKIDMORE (1952) Vice President Since 2006 Not Applicable Not Applicable One Franklin Parkway and Secretary San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Associate General Counsel, Franklin Templeton Investments; and officer of 30 of the investment companies in Franklin Templeton Investments. Annual Report | 147 NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ----------------------------- --------------- ------------------ ----------------------- ----------------------------------- CRAIG S. TYLE (1960) Vice President Since 2005 Not Applicable Not Applicable One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: General Counsel and Executive Vice President, Franklin Resources, Inc.; officer of some of the other subsidiaries of Franklin Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments; and FORMERLY, Partner, Shearman & Sterling, LLP (2004-2005); and General Counsel, Investment Company Institute (ICI) (1997-2004). THOMAS WALSH (1961) Vice President Since 2000 Not Applicable Not Applicable One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Vice President, Franklin Advisers, Inc.; and officer of eight of the investment companies in Franklin Templeton Investments. * We base the number of portfolios on each separate series of the U.S. registered investment companies within the Franklin Templeton Investments fund complex. These portfolios have a common investment manager or affiliated investment managers. ** Charles B. Johnson is considered to be an interested person of the Trust under the federal securities laws due to his position as officer and director and major shareholder of Franklin Resources, Inc. (Resources), which is the parent company of the Trust's investment manager and distributor. Gregory E. Johnson is considered to be an interested person of the Trust under the federal securities laws due to his position as an officer and director of Resources. Note 1: Charles B. Johnson and Rupert H. Johnson, Jr. are brothers and the father and uncle, respectively, of Gregory E. Johnson and Jennifer J. Bolt. Note 2: Officer information is current as of the date of this report. It is possible that after this date, information about officers may change. THE SARBANES-OXLEY ACT OF 2002 AND RULES ADOPTED BY THE SECURITIES AND EXCHANGE COMMISSION REQUIRE THE FUND TO DISCLOSE WHETHER THE FUND'S AUDIT COMMITTEE INCLUDES AT LEAST ONE MEMBER WHO IS AN AUDIT COMMITTEE FINANCIAL EXPERT WITHIN THE MEANING OF SUCH ACT AND RULES. THE FUND'S BOARD HAS DETERMINED THAT THERE IS AT LEAST ONE SUCH FINANCIAL EXPERT ON THE AUDIT COMMITTEE AND HAS DESIGNATED JOHN B. WILSON AS ITS AUDIT COMMITTEE FINANCIAL EXPERT. THE BOARD BELIEVES THAT MR. WILSON QUALIFIES AS SUCH AN EXPERT IN VIEW OF HIS EXTENSIVE BUSINESS BACKGROUND AND EXPERIENCE, INCLUDING SERVICE AS CHIEF FINANCIAL OFFICER OF STAPLES, INC. FROM 1992 TO 1996. MR. WILSON HAS BEEN A MEMBER AND CHAIRMAN OF THE FUND'S AUDIT COMMITTEE SINCE 2007. AS A RESULT OF SUCH BACKGROUND AND EXPERIENCE, THE BOARD BELIEVES THAT MR. WILSON HAS ACQUIRED AN UNDERSTANDING OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND FINANCIAL STATEMENTS, THE GENERAL APPLICATION OF SUCH PRINCIPLES IN CONNECTION WITH THE ACCOUNTING ESTIMATES, ACCRUALS AND RESERVES, AND ANALYZING AND EVALUATING FINANCIAL STATEMENTS THAT PRESENT A BREADTH AND LEVEL OF COMPLEXITY OF ACCOUNTING ISSUES GENERALLY COMPARABLE TO THOSE OF THE FUND, AS WELL AS AN UNDERSTANDING OF INTERNAL CONTROLS AND PROCEDURES FOR FINANCIAL REPORTING AND AN UNDERSTANDING OF AUDIT COMMITTEE FUNCTIONS. MR. WILSON IS AN INDEPENDENT BOARD MEMBER AS THAT TERM IS DEFINED UNDER THE RELEVANT SECURITIES AND EXCHANGE COMMISSION RULES AND RELEASES. THE STATEMENT OF ADDITIONAL INFORMATION (SAI) INCLUDES ADDITIONAL INFORMATION ABOUT THE BOARD MEMBERS AND IS AVAILABLE, WITHOUT CHARGE, UPON REQUEST. SHAREHOLDERS MAY CALL (800) DIAL BEN/(800) 342-5236 TO REQUEST THE SAI. 148 | Annual Report Franklin Tax-Free Trust SHAREHOLDER INFORMATION BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT At a meeting held February 24, 2009, the Board of Trustees (Board), including a majority of non-interested or independent Trustees, approved renewal of the investment management agreement for each of the separate tax-exempt funds within the Trust (Fund(s)). In reaching this decision, the Board took into account information furnished throughout the year at regular Board meetings, as well as information prepared specifically in connection with the annual renewal review process. Information furnished and discussed throughout the year included investment performance reports and related financial information for each Fund, as well as periodic reports on shareholder services, legal, compliance, pricing, and other services provided by the Investment Manager (Manager) and its affiliates. Information furnished specifically in connection with the renewal process included a report for each Fund prepared by Lipper, Inc. (Lipper), an independent organization, as well as additional material, including a Fund profitability analysis report prepared by management. The Lipper reports compared each Fund's investment performance and expenses with those of other mutual funds deemed comparable to the Fund as selected by Lipper. The Fund profitability analysis report discussed the profitability to Franklin Templeton Investments from its overall U.S. fund operations, as well as on an individual fund-by-fund basis. Included with such profitability analysis report was information on a fund-by-fund basis listing portfolio managers and other accounts they manage, as well as information on management fees charged by the Manager and its affiliates including management's explanation of differences where relevant and a three-year expense analysis with an explanation for any increase in expense ratios. Additional material accompanying such report was a memorandum prepared by management describing project initiatives and capital investments relating to the services provided to the Funds by the Franklin Templeton Investments organization, as well as a memorandum relating to economies of scale and a comparative analysis concerning transfer agent fees charged each Fund. Such material also discussed some of the actions taken by management in coping with problems arising out of the past year's financial upheaval. In considering such materials, the independent Trustees received assistance and advice from and met separately with independent counsel. While the investment management agreements for all Funds were considered at the same Board meeting, the Board dealt with each Fund separately. In approving continuance of the investment management agreement for each Fund, the Board, including a majority of independent Trustees, determined that the existing management fee structure was fair and reasonable and that continuance of the investment management agreement was in the best interests of each Fund and its shareholders. While attention was given to all information furnished, the following discusses some primary factors relevant to the Board's decision. NATURE, EXTENT AND QUALITY OF SERVICES. The Board was satisfied with the nature and quality of the overall services provided by the Manager and its affiliates to the Funds and their shareholders. In addition to investment performance and expenses discussed later, the Board's opinion was based, in part, upon periodic reports furnished it showing that the investment policies and restrictions for each Fund were consistently complied with as well as other reports periodically furnished the Board covering matters such as the compliance of portfolio managers and other management personnel with the code of ethics adopted throughout the Franklin Templeton fund Annual Report | 149 Franklin Tax-Free Trust SHAREHOLDER INFORMATION (CONTINUED) BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) complex, the adherence to fair value pricing procedures established by the Board, and the accuracy of net asset value calculations. The Board also noted the extent of benefits provided Fund shareholders from being part of the Franklin Templeton family of funds, including the right to exchange investments between the same class of funds without a sales charge, the ability to reinvest Fund dividends into other funds and the right to combine holdings in other funds to obtain a reduced sales charge. Favorable consideration was given to management's continuous efforts and expenditures in establishing back-up systems and recovery procedures to function in the event of a natural disaster, it being noted that such systems and procedures had functioned smoothly during the Florida hurricanes and blackouts experienced in recent years. Consideration was also given to the experience of each Fund's portfolio management team, the number of accounts managed and general method of compensation. In this latter respect, the Board noted that a primary factor in management's determination of a portfolio manager's bonus compensation was the relative investment performance of the funds he or she managed and that a portion of such bonus was required to be invested in a predesignated list of funds within such person's fund management area so as to be aligned with the interests of Fund shareholders. The Board also took into account the quality of transfer agent and shareholder services provided Fund shareholders by an affiliate of the Manager, noting continuing expenditures by management to increase and improve the scope of such services, periodic favorable reports on such service conducted by third parties, and the continuous enhancements to and high industry ranking given the Franklin Templeton website. Particular attention was given to the overall performance and actions taken by the Manager and its affiliates in response to problems arising out of the market turmoil and financial crisis experienced during the past year. In this respect, the Board noted that management's independent credit analysis and diligent risk management procedures had minimized exposure of funds within the Franklin Templeton complex to subprime mortgages and that its continuous monitoring of counterparty credit risk had limited fund exposure to firms experiencing financial difficulties like Bear Stearns and AIG. The same type of conservative approach and attention to risk had also prevented any structured investment products or other volatile instruments from being held in the portfolios of any of the money market funds within the Franklin Templeton complex, including the sweep money fund utilized by many of the Funds as part of their cash management. The Board also took into account, among other things, management's efforts in establishing a $725 million global credit facility for the benefit of the Funds and other accounts managed by Franklin Templeton Investments to provide a source of cash for temporary and emergency purposes or to meet unusual redemption requests as well as the strong financial position of the Manager's parent company and its commitment to the mutual fund business. The Board also noted that during the past year Franklin Templeton Investments, like many other fund managers, had announced a hiring freeze and implemented employee reductions, and the Board discussed with management the nature of such reductions and steps being taken to minimize any negative impact on the nature and quality of services being provided the Funds. INVESTMENT PERFORMANCE. The Board placed significant emphasis on the investment performance of each Fund in view of its importance to shareholders. While consideration was given to performance reports and discussions with portfolio managers at Board meetings throughout the 150 | Annual Report Franklin Tax-Free Trust SHAREHOLDER INFORMATION (CONTINUED) BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) year, particular attention in assessing performance was given to the Lipper reports furnished for the agreement renewals. The Lipper report prepared for each individual Fund showed its investment performance or those of its Class A shares for a Fund having multiple share classes, in comparison to a performance universe selected by Lipper. Comparative performance for each Fund was shown for the one-year period ended December 31, 2008, and for additional periods ended that date up to 10 years depending on when a particular Fund commenced operations. Investment performance was shown on an income return basis, as well as a total return basis for each Fund. The Lipper reports showed that the income return for each Fund was above the median of its Lipper universe for the one-year period with most being in the highest or second-highest quintile of their Lipper universe for the previous three-, five- and 10-year periods as well. The Lipper reports showed the total return for most such Funds to be above the median of their performance universe during 2008 with the majority being in the first or second-highest quintile of their performance universe during the previous three-, five- and 10-year periods on an annualized basis. The Board expressed satisfaction with such performance, noting that the investment objective of each of the Funds is to obtain a high level of tax-exempt income. COMPARATIVE EXPENSES. Consideration was given to the management fee and total expense ratios of each Fund in comparison with those of a group of funds selected by Lipper as its appropriate Lipper expense group. Lipper expense data is based upon historical information taken from each Fund's most recent annual report and, as a result of the severe decline in mutual fund industry assets during the last quarter of 2008, is based on asset levels that are higher than the levels currently existing for most Funds. While recognizing the limitations inherent in Lipper's methodology and recognizing that current expense ratios may increase as assets decline, the Board believed that the independent analysis conducted by Lipper remained an appropriate measure of comparative expenses. In reviewing comparative costs, Lipper provides information on each Fund's contractual investment management fee in comparison with the contractual investment management fee that would have been charged by other funds within its Lipper expense group assuming they were similar in size to the Fund, as well as the actual total expenses of the Fund in comparison with those of its Lipper expense group. The Lipper contractual investment management fee analysis includes an administrative charge as being part of the investment management fee, and total expenses, for comparative consistency, are shown by Lipper for Fund Class A shares for Funds having multiple share classes. The Lipper reports showed that the contractual investment management fee rates for each Fund were at or below the median of their respective Lipper expense groups. The Lipper reports further showed that the actual total expense rates for all Funds were below the medians of their respective Lipper expense groups. Based on the above, the Board was satisfied with the investment management fee and total expenses of each Fund in comparison to its Lipper expense group as shown in the Lipper reports. MANAGEMENT PROFITABILITY. The Board also considered the level of profits realized by the Manager and its affiliates in connection with the operation of each Fund. In this respect, the Board reviewed the Fund profitability analysis that addresses the overall profitability of Franklin Templeton's U.S. fund business, as well as its profits in providing management and other services Annual Report | 151 Franklin Tax-Free Trust SHAREHOLDER INFORMATION (CONTINUED) BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) to each of the individual Funds during the 12-month period ended September 30, 2008, being the most recent fiscal year-end for Franklin Resources, Inc., the Manager's parent. During such period, the assets of the Franklin Templeton U.S. fund business were significantly higher than currently existing, and to such extent the profitability analysis does not reflect current fund operations. While taking this into account in assessing the significance of the Fund profitability analysis, the Board recognized such analysis was made at a given point in time and that the decline in assets and effect on profitability would be reflected in the profitability analysis covering Franklin Resources' 2009 fiscal year period. In reviewing the analysis, attention was given to the methodology followed in allocating costs to each Fund, it being recognized that allocation methodologies are inherently subjective and various allocation methodologies may each be reasonable while producing different results. In this respect, the Board noted that while being continuously refined and reflecting changes in the Manager's own cost accounting, such allocation methodology was consistent with that followed in profitability report presentations for the Funds made in prior years and that the Funds' independent registered public accounting firm had been engaged by the Manager to perform certain procedures on a biennial basis, specified and approved by the Manager and the Funds' Board solely for their purposes and use in reference to the profitability analysis. In reviewing and discussing such analysis, management discussed with the Board its belief that costs incurred in establishing the infrastructure necessary for the type of mutual fund operations conducted by the Manager and its affiliates may not be fully reflected in the expenses allocated to each Fund in determining its profitability, as well as the fact that the level of profits, to a certain extent, reflected operational cost savings and efficiencies initiated by management. The Board also took into account management's expenditures in improving shareholder services provided the Funds, as well as the need to meet additional regulatory and compliance requirements resulting from the Sarbanes-Oxley Act and recent SEC and other regulatory requirements. In addition, the Board considered a third-party study comparing the profitability of the Manager's parent on an overall basis as compared to other publicly held managers broken down to show profitability from management operations exclusive of distribution expenses, as well as profitability including distribution expenses. The Board also considered the extent to which the Manager and its affiliates might derive ancillary benefits from fund operations, including its interest in a joint venture entity that financed up-front commissions paid to brokers/dealers who sold fund Class B shares prior to February 2005 when the offering of such shares was discontinued. Based upon its consideration of all these factors, the Board determined that the level of profits realized by the Manager and its affiliates from providing services to each Fund was not excessive in view of the nature, quality and extent of services provided. ECONOMIES OF SCALE. The Board also considered whether economies of scale are realized by the Manager as the Funds grow larger and the extent to which this is reflected in the level of management fees charged. While recognizing any precise determination is inherently subjective, the Board noted that based upon the Fund profitability analysis, it appears that as some Funds get larger, at some point economies of scale do result in the Manager realizing a larger profit margin on management services provided such Fund. The Board also noted that any economies of scale 152 | Annual Report Franklin Tax-Free Trust SHAREHOLDER INFORMATION (CONTINUED) BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) are shared with each of these Funds and their shareholders through management fee breakpoints existing in each of the Funds' investment management agreements, so that as a Fund grows in size, its effective management fee rate declines. The fee structure under the investment management agreement with each Fund provides an initial fee of 0.625% on the first $100 million of assets; 0.5% on the next $150 million of assets; 0.45% on assets in excess of $250 million; with additional breakpoints beginning at 0.44% on assets in excess of $7.5 billion and continuing thereafter. In reviewing such structure, management stated its belief that this fee structure reaches a relatively low rate quickly as a Fund grows and that such low rate, in effect, reflects anticipated economies of scale as a Fund's assets increase. In support of such position, management pointed out the favorable effective management fee and total expense comparisons for each Fund within its Lipper expense group as previously discussed under "Comparative Expenses." The Board believed that to the extent economies of scale may be realized by the Manager and its affiliates, the schedule of fees under the investment management agreement for each Fund provided a sharing of benefits with the Fund and its shareholders. PROXY VOTING POLICIES AND PROCEDURES The Trust's investment manager has established Proxy Voting Policies and Procedures (Policies) that the Trust uses to determine how to vote proxies relating to portfolio securities. Shareholders may view the Trust's complete Policies online at franklintempleton.com. Alternatively, shareholders may request copies of the Policies free of charge by calling the Proxy Group collect at (954) 527-7678 or by sending a written request to: Franklin Templeton Companies, LLC, 500 East Broward Boulevard, Suite 1500, Fort Lauderdale, FL 33394, Attention: Proxy Group. Copies of the Trust's proxy voting records are also made available online at franklintempleton.com and posted on the U.S. Securities and Exchange Commission's website at sec.gov and reflect the most recent 12-month period ended June 30. QUARTERLY STATEMENT OF INVESTMENTS The Trust files a complete statement of investments with the U.S. Securities and Exchange Commission for the first and third quarters for each fiscal year on Form N-Q. Shareholders may view the filed Form N-Q 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. Annual Report | 153 This page intentionally left blank. This page intentionally left blank. This page intentionally left blank. Literature Request LITERATURE REQUEST. TO RECEIVE A BROCHURE AND PROSPECTUS, PLEASE CALL US AT (800) DIAL BEN/(800) 342-5236 OR VISIT franklintempleton.com. INVESTORS SHOULD CAREFULLY CONSIDER A FUND'S INVESTMENT GOALS, RISKS, CHARGES AND EXPENSES BEFORE INVESTING. THE PROSPECTUS CONTAINS THIS AND OTHER INFORMATION. PLEASE CAREFULLY READ THE PROSPECTUS BEFORE INVESTING. TO ENSURE THE HIGHEST QUALITY OF SERVICE, WE MAY MONITOR, RECORD AND ACCESS TELEPHONE CALLS TO OR FROM OUR SERVICE DEPARTMENTS. THESE CALLS CAN BE IDENTIFIED BY THE PRESENCE OF A REGULAR BEEPING TONE. FRANKLIN TEMPLETON FUNDS VALUE Franklin All Cap Value Fund Franklin Balance Sheet Investment Fund Franklin Large Cap Value Fund Franklin MicroCap Value Fund(1) Franklin MidCap Value Fund Franklin Small Cap Value Fund Mutual Beacon Fund Mutual Qualified Fund Mutual Recovery Fund(2) Mutual Shares Fund BLEND Franklin Focused Core Equity Fund Franklin Large Cap Equity Fund Franklin Rising Dividends Fund GROWTH Franklin Capital Growth Fund(1) Franklin Flex Cap Growth Fund Franklin Growth Fund Franklin Growth Opportunities Fund(3) Franklin Small Cap Growth Fund(4) Franklin Small-Mid Cap Growth Fund SECTOR Franklin Biotechnology Discovery Fund Franklin DynaTech Fund Franklin Global Real Estate Fund Franklin Gold and Precious Metals Fund Franklin Natural Resources Fund Franklin Real Estate Securities Fund Franklin Utilities Fund Mutual Financial Services Fund GLOBAL Mutual Discovery Fund Templeton Global Long-Short Fund Templeton Global Opportunities Trust Templeton Global Smaller Companies Fund Templeton Growth Fund Templeton World Fund INTERNATIONAL Franklin India Growth Fund Franklin International Growth Fund Franklin International Small Cap Growth Fund Mutual European Fund Templeton BRIC Fund Templeton China World Fund Templeton Developing Markets Trust Templeton Emerging Markets Small Cap Fund Templeton Foreign Fund Templeton Foreign Smaller Companies Fund Templeton Frontier Markets Fund HYBRID Franklin Balanced Fund Franklin Convertible Securities Fund Franklin Equity Income Fund Franklin Income Fund Templeton Income Fund ASSET ALLOCATION Franklin Templeton Corefolio(R) Allocation Fund Franklin Templeton Founding Funds Allocation Fund Franklin Templeton Perspectives Allocation Fund Franklin Templeton Conservative Target Fund Franklin Templeton Growth Target Fund Franklin Templeton Moderate Target Fund Franklin Templeton 2015 Retirement Target Fund Franklin Templeton 2025 Retirement Target Fund Franklin Templeton 2035 Retirement Target Fund Franklin Templeton 2045 Retirement Target Fund FIXED INCOME Franklin Adjustable U.S. Government Securities Fund(5) Franklin Floating Rate Daily Access Fund Franklin High Income Fund Franklin Limited Maturity U.S. Government Securities Fund(5) Franklin Low Duration Total Return Fund Franklin Real Return Fund Franklin Strategic Income Fund Franklin Strategic Mortgage Portfolio Franklin Templeton Hard Currency Fund Franklin Total Return Fund Franklin U.S. Government Securities Fund(5) Templeton Global Bond Fund Templeton Global Total Return Fund Templeton International Bond Fund TAX-FREE INCOME(6) NATIONAL FUNDS Double Tax-Free Income Fund Federal Tax-Free Income Fund High Yield Tax-Free Income Fund Insured Tax-Free Income Fund(7) LIMITED-/INTERMEDIATE-TERM FUNDS California Intermediate-Term Tax-Free Income Fund Federal Intermediate-Term Tax-Free Income Fund Federal Limited-Term Tax-Free Income Fund New York Intermediate-Term Tax-Free Income Fund STATE-SPECIFIC Alabama Arizona California(8) Colorado Connecticut Florida Georgia Kentucky Louisiana Maryland Massachusetts(7) Michigan(7) Minnesota(7) Missouri New Jersey New York(8) North Carolina Ohio(7) Oregon Pennsylvania Tennessee Virginia INSURANCE FUNDS Franklin Templeton Variable Insurance Products Trust(9) (1.) The fund is closed to new investors. Existing shareholders and select retirement plans can continue adding to their accounts. (2.) The fund is a continuously offered, closed-end fund. Shares may be purchased daily; there is no daily redemption. However, each quarter, pending board approval, the fund will authorize the repurchase of 5%-25% of the outstanding number of shares. Investors may tender all or a portion of their shares during the tender period. (3.) Effective 11/1/07, Franklin Aggressive Growth Fund changed its name to Franklin Growth Opportunities Fund. The fund's investment goal and strategy remained the same. (4.) Effective 3/31/08, Franklin Small Cap Growth Fund II changed its name to Franklin Small Cap Growth Fund. The fund's investment goal and strategy remained the same. (5.) An investment in the fund is neither insured nor guaranteed by the U.S. government or by any other entity or institution. (6.) For investors subject to the alternative minimum tax, a small portion of fund dividends may be taxable. Distributions of capital gains are generally taxable. (7.) The fund invests primarily in insured municipal securities. (8.) These funds are available in four or more variations, including long-term portfolios, intermediate-term portfolios, portfolios of insured securities, a high-yield portfolio (CA only) and money market portfolios. (9.) The funds of the Franklin Templeton Variable Insurance Products Trust are generally available only through insurance company variable contracts. 12/08 Not part of the annual report (FRANKLIN TEMPLETON INVESTMENTS(R) LOGO) One Franklin Parkway San Mateo, CA 94403-1906 SIGN UP FOR EDELIVERY Log onto franklintempleton.com and click "My Profile" ANNUAL REPORT AND SHAREHOLDER LETTER FRANKLIN TAX-FREE TRUST INVESTMENT MANAGER Franklin Advisers, Inc. DISTRIBUTOR Franklin Templeton Distributors, Inc. (800) DIAL BEN(R) franklintempleton.com SHAREHOLDER SERVICES (800) 632-2301 Authorized for distribution only when accompanied or preceded by a prospectus. Investors should carefully consider a fund's investment goals, risks, charges and expenses before investing. The prospectus contains this and other information; please read it carefully before investing. To ensure the highest quality of service, telephone calls to or from our service departments may be monitored, recorded and accessed. These calls can be identified by the presence of a regular beeping tone. TF1 A2009 04/09 (GRAPHIC) FEBRUARY 28, 2009 ANNUAL REPORT AND SHAREHOLDER LETTER Franklin Alabama Tax-Free Income Fund Franklin Florida Tax-Free Income Fund Franklin Georgia Tax-Free Income Fund Franklin Kentucky Tax-Free Income Fund Franklin Louisiana Tax-Free Income Fund Franklin Maryland Tax-Free Income Fund Franklin Missouri Tax-Free Income Fund Franklin North Carolina Tax-Free Income Fund Franklin Virginia Tax-Free Income Fund SIGN UP FOR EDELIVERY Log onto FRANKLINTEMPLETON.COM and click "My Profile" TAX-FREE INCOME FRANKLIN TAX-FREE TRUST (FRANKLIN TEMPLETON INVESTMENTS(R) LOGO) FRANKLIN - Templeton - Mutual Series FRANKLIN TEMPLETON INVESTMENTS GAIN FROM OUR PERSPECTIVE(R) Franklin Templeton's distinct multi-manager structure combines the specialized expertise of three world-class investment management groups--Franklin, Templeton and Mutual Series. SPECIALIZED EXPERTISE Each of our portfolio management groups operates autonomously, relying on its own research and staying true to the unique investment disciplines that underlie its success. FRANKLIN. Founded in 1947, Franklin is a recognized leader in fixed income investing and also brings expertise in growth- and value-style U.S. equity investing. TEMPLETON. Founded in 1940, Templeton pioneered international investing and, in 1954, launched what has become the industry's oldest global fund. Today, with offices in over 25 countries, Templeton offers investors a truly global perspective. MUTUAL SERIES. Founded in 1949, Mutual Series is dedicated to a unique style of value investing, searching aggressively for opportunity among what it believes are undervalued stocks, as well as arbitrage situations and distressed securities. TRUE DIVERSIFICATION Because our management groups work independently and adhere to different investment approaches, Franklin, Templeton and Mutual Series funds typically have distinct portfolios. That's why our funds can be used to build truly diversified allocation plans covering every major asset class. RELIABILITY YOU CAN TRUST At Franklin Templeton Investments, we seek to consistently provide investors with exceptional risk-adjusted returns over the long term, as well as the reliable, accurate and personal service that has helped us become one of the most trusted names in financial services. MUTUAL FUNDS | RETIREMENT PLANS | 529 COLLEGE SAVINGS PLANS | SEPARATE ACCOUNTS Not part of the annual report Contents SHAREHOLDER LETTER ....................................... 1 ANNUAL REPORT Municipal Bond Market Overview ........................... 4 Investment Strategy and Manager's Discussion ............. 6 Franklin Alabama Tax-Free Income Fund .................... 7 Franklin Florida Tax-Free Income Fund .................... 15 Franklin Georgia Tax-Free Income Fund .................... 24 Franklin Kentucky Tax-Free Income Fund ................... 33 Franklin Louisiana Tax-Free Income Fund .................. 41 Franklin Maryland Tax-Free Income Fund ................... 49 Franklin Missouri Tax-Free Income Fund ................... 58 Franklin North Carolina Tax-Free Income Fund ............. 66 Franklin Virginia Tax-Free Income Fund ................... 75 Financial Highlights and Statements of Investments ....... 83 Financial Statements ..................................... 144 Notes to Financial Statements ............................ 155 Report of Independent Registered Public Accounting Firm .. 171 Tax Designation .......................................... 172 Board Members and Officers ............................... 173 Shareholder Information .................................. 178 SHAREHOLDER LETTER Dear Shareholder: The 12-month period ended February 28, 2009, was an extraordinary and stressful time for investors and those of us who have worked in financial markets for many years. During this turbulent period, the U.S. recession deepened, credit markets froze and housing prices plummeted. Most stocks and bonds suffered major losses as investors worried about an uncertain future. With a new president, Barack Obama, the country and the financial markets were eager to see how effectively the government could address these problems. Although this environment is bound to provoke great concern, we think it is important to put short-term market developments in perspective. Keep in mind that as daunting as current conditions may be, we have navigated through other periods of high market volatility and remain committed to our long-term perspective and disciplined investment philosophy. With the economy officially in recession since December 2007, economic growth contracted during the 12-month reporting period. The national housing market continued its severe correction with drops in housing starts and prices. The Conference Board's Consumer Confidence Index dropped to the lowest level since it began in 1967. The unemployment rate rose from 4.8% to 8.1% over the 12-month period.(1) In response to these economic conditions, the Federal Open Market Committee lowered the federal funds target rate from 3.00% at the beginning of the period to a range of 0% to 0.25% by period-end. The Federal Reserve Board's (Fed's) current challenge is to soften the effects of the economic recession, reduce deflation risks and maintain a healthy financial system to restart lending throughout the economy. At period-end, the Fed did not seem to regard inflation as an immediate threat. The Fed and the U.S. Treasury also continued to take steps they thought were necessary to preserve the integrity of U.S. and global financial markets. (1.) Source: Bureau of Labor Statistics. NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE Not part of the annual report | 1 It was the freezing of credit and financial markets in the U.S. and the rest of the world that was the dominant -- and still developing -- story. Despite various attempts by the Fed and the Treasury Department to inject liquidity into the system and "rescue" such companies as Bear Stearns, Fannie Mae, Freddie Mac, Merrill Lynch and American International Group, fears and concerns about the health of our major financial institutions created a crisis on Wall Street that we believe has not been seen since the 1930s. These fears intensified when Lehman Brothers filed for bankruptcy in September 2008. In early October the Senate and House approved a modified troubled asset relief plan, or TARP, providing aid for financial institutions. As the crisis of confidence and credit freeze spread around the world, many other countries and central banks took measures to promote liquidity and help financial institutions within their own borders. The U.S. government took additional steps to prevent a worsening of the economic situation, including the provision of loans to General Motors and Chrysler, which allowed them to develop restructuring plans and avoid bankruptcy in the near term. Largely in reaction to financial market upheaval, the 10-year Treasury yield experienced considerable volatility and declined from 3.53% to 3.02% over the period, reflecting a "flight to quality" by investors the world over. On February 17, 2009, President Obama signed into law a $787 billion stimulus plan known as the American Recovery and Reinvestment Act of 2009, which, at the least, is expected by many to cushion the effects of the ongoing recession for taxpayers, consumers, businesses, and state and local governments. At most, others expect the Act will end the recession and promote renewed growth. Almost every major market experienced unusually volatile performance during the reporting period. The municipal bond market, as measured by the Barclays Capital (BC; formerly, Lehman Brothers) Municipal Bond Index, lost value in the second half of 2008 but rebounded in 2009. The index returned +5.18% for the 12-month review period.(2) Long-term municipal bonds, which generally make up the majority of our portfolios, had a -0.61% return for the same period.(3) We believe it is especially important during difficult times to keep a clear head and long-term outlook and to consult with your financial advisor. Your financial advisor can review your portfolio and help you reassess your needs, goals and (2.) Source: (C) 2009 Morningstar. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. All bonds included have a minimum credit rating of at least Baa3/BBB-. They must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be dated after 12/31/90, and must be at least one year from their maturity date. Remarketed issues, taxable municipal bonds, bonds with floating rates and derivatives are excluded from the index. The index has four main bond sectors: general obligation, revenue, insured and prerefunded. (3.) Source: (C) 2009 Morningstar. The BC Municipal Long Bond Index is the long (22+ years) component of the BC Municipal Bond Index. 2 | Not part of the annual report risk tolerance. Investors with discipline and a sound investment plan may find favorable long-term opportunities when markets decline. In the enclosed annual report for Franklin Tax-Free Trust, the portfolio managers discuss municipal bond market conditions, investment decisions and Fund performance during the period. You can also find other performance data and financial information. Please remember that all securities markets fluctuate, as do mutual fund share prices. Municipal bonds provide tax-free income and diversification from equities. Despite periods of volatility, municipal bonds have a solid long-term record of performance, driven mostly by their income component. Please check our website at FRANKLINTEMPLETON.COM for special portfolio manager commentary during this period of uncertainty. Although market conditions are constantly changing, we remain committed to our disciplined strategy as we manage the Funds, keeping in mind the trust you have placed in us. We appreciate your confidence and encourage you to contact us when you have questions about your Franklin Templeton tax-free investment. Sincerely, /s/ Charles B. Johnson Charles B. Johnson Chairman Franklin Tax-Free Trust /s/ Sheila Amoroso Sheila Amoroso /s/ Rafael R. Costas Jr. Rafael R. Costas Jr. Senior Vice Presidents and Co-Directors Franklin Municipal Bond Department THIS LETTER REFLECTS OUR ANALYSIS AND OPINIONS AS OF FEBRUARY 28, 2009. 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. Not part of the annual report | 3 Annual Report Municipal Bond Market Overview The year ended February 28, 2009, was highly unusual for the municipal bond market. Municipal bonds provide investors with tax-free income and historically have been a relatively stable, low-volatility investment. Municipal bond funds have also provided portfolio diversification, helping offset the volatility of higher risk asset classes, such as equities and many other fixed income securities. For the 12-month period ended February 28, 2009, the Barclays Capital (BC; formerly, Lehman Brothers) Municipal Bond Index had a +5.18% total return compared with the +5.91% return of the BC U.S. Treasury Index.(1) However, the year under review certainly could not be described as stable or low volatility for the municipal bond market. The municipal bond market's problems started with the collapse of a few leveraged hedge funds, whose strategy was mainly focused on leveraging exposure to subprime mortgage-related collateralized debt obligations (CDOs). The damaging effects from such subprime-related exposure rapidly spread to other markets. The falling prices of the CDOs, due to illiquidity and increased expectations for mortgage defaults, led credit rating agencies to downgrade financial guaranty companies early in 2008. In 2008, the four major municipal insurers, AMBAC, MBIA, FGIC and FSA had been insuring nearly half of new-issue municipal bonds and had maintained AAA ratings for many years. Although historically they had been very good risk managers, during 2008 these insurers were downgraded below AAA. The downgrades initially did not concern us because many of the issuers that used insurance were of high quality, and investment-grade municipal bonds had a historical default rate of less than 1%.(2) However, the downgrades shocked the market and caused problems for hedge funds and other leveraged market (1.) Source: (C) 2009 Morningstar. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. All bonds included have a minimum credit rating of at least Baa3/BBB-. They must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be dated after 12/31/90, and must be at least one year from their maturity date. Remarketed issues, taxable municipal bonds, bonds with floating rates and derivatives are excluded from the index. The index has four main bond sectors: general obligation, revenue, insured and prerefunded. The BC U.S. Treasury Index includes public obligations of the U.S. Treasury with a remaining maturity of one year or more. All issues must have at least one year to final maturity regardless of call features, have at least $250 million par amount outstanding and be rated investment grade (Baa3 or better). They must also be dollar denominated, nonconvertible and publicly issued. (2.) Source: Standard & Poor's, "U.S. Municipal Ratings Transitions and Defaults, 1986-2009," RATINGSDIRECT, 3/11/09. 4 | Annual Report participants. As insured bonds declined in value during 2008, many hedge funds that had built up large municipal bond positions were forced to sell their insured bonds. This resulted in a significant supply/demand imbalance, and the value of insured bonds continued to plummet. Historically, insured bonds traded at higher prices than uninsured bonds; however, the value of insurance eroded considerably. At the same time, the auction rate securities market collapsed. Although traditional, non-leveraged mutual funds, retail buyers and property-and-casualty companies continued to support the market, the selling was overwhelming and caused some of the municipal bond market's worst performance in its history. The municipal bond market stabilized through the spring and summer of 2008. Unfortunately, during this time the credit crisis started to spread across the globe and no market was spared, except for Treasuries. Market psychology turned bearish as the credit crunch took hold. Access to credit was effectively shut down for close to a month, which spurred the Treasury and Federal Reserve Board to devise plans to ease the credit crisis. September and October brought trends similar to those early in the period. The municipal bond market had even fewer buyers, mostly plain vanilla mutual funds and individual investors. Once again, selling by hedge funds and leveraged investors meeting redemptions was overwhelming and caused steep price declines. The leveraged participants had used a strategy focused on long-maturity bonds, and as they sold these positions, the long end of the yield curve was most adversely affected. Interest rates continued to climb higher toward the end of 2008 as demand waned. So far, early 2009 appeared more positive. The forced selling by hedge funds and leveraged funds subsided, and positive cash flows once again characterized the market. Helping the municipal bond market were bond coupon payments at the beginning of 2009, a small new-issue calendar, and news that municipal issuers will benefit from the federal government's stimulus package, although we still expect volatility in the near term. During the reporting period, we had the opportunity to purchase bonds at higher yields than were available in many years, which supported our Funds' dividend distributions. At period-end, we continued to be active in the market and felt that municipal bonds at current yields represented an attractive long-term opportunity. On February 28, 2009, yields for 10- and 30-year high-grade municipal bonds continued to exceed comparable Treasury yields, which is highly unusual. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS AND OPINIONS AS OF FEBRUARY 28, 2009. 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. Annual Report | 5 Investment Strategy and Manager's Discussion We use a consistent, disciplined strategy to maximize income for our shareholders by seeking to maintain our exposure to higher coupon securities. We generally employ a buy-and-hold approach and invest in securities that we believe should provide the most relative value in the market. As we invest throughout different interest rate environments, each Fund's portfolio becomes well diversified with a broad range of securities. This broad diversification may help mitigate interest rate risk. We do not use leverage or exotic derivatives, nor do we use hedging techniques that could add volatility and contribute to under-performance in adverse markets. We generally stay fully invested to maximize income distribution. The mixture of our value-oriented philosophy of investing primarily for income and a positive sloping municipal yield curve favored the use of longer-term bonds. Consequently, we sought to purchase bonds from 15 to 30 years in maturity with good call features. We intend to maintain our conservative, buy-and-hold investment strategy as we attempt to provide shareholders with high, current, tax-free income. We invite you to read your Fund report for more detailed performance and portfolio information. Thank you for your participation in Franklin Tax-Free Trust. We look forward to serving your future investment needs. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF FEBRUARY 28, 2009, 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 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. 6 | Annual Report Franklin Alabama Tax-Free Income Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin Alabama Tax-Free Income Fund seeks to provide as high a level of income exempt from federal and Alabama personal income taxes as is consistent with prudent investing while seeking preservation of capital by investing at least 80% of its total assets in securities that pay interest free from such taxes.(1) 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. PLEASE VISIT FRANKLINTEMPLETON.COM OR CALL (800) 342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. CREDIT QUALITY BREAKDOWN* Franklin Alabama Tax-Free Income Fund Based on Total Long-Term Investments as of 2/28/09** (PIE CHART) AAA ............... 22.2% AA ................ 23.0% A ................. 23.6% BBB ............... 8.4% Not Rated by S&P .. 22.8% * Standard & Poor's (S&P) is the primary independent rating agency; Moody's is the secondary rating agency. Securities not rated by an independent rating agency are assigned comparable internal ratings. Ratings for securities not rated by S&P are in the table below. ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa -- 0.1% AA 3.2% -- A 8.0% -- BBB or Baa 7.6% 3.6% Below Investment Grade 0.3% -- ---- --- Total 19.1% 3.7% This annual report for Franklin Alabama Tax-Free Income Fund covers the fiscal year ended February 28, 2009. PERFORMANCE OVERVIEW The Fund's Class A share price, as measured by net asset value, decreased from $10.84 on February 29, 2008, to $10.59 on February 28, 2009. The Fund's (1.) For investors subject to alternative minimum tax, a small portion of Fund dividends may be taxable. Distributions of capital gains are generally taxable. To avoid imposition of 28% backup withholding on all Fund distributions and redemption proceeds, U.S. investors must be properly certified on Form W-9 and non-U.S. investors on Form W-8BEN. THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S STATEMENT OF INVESTMENTS (SOI). THE SOI BEGINS ON PAGE 85. Annual Report | 7 DIVIDEND DISTRIBUTIONS* Franklin Alabama Tax-Free Income Fund DIVIDEND PER SHARE ----------------------- MONTH CLASS A CLASS C - ----- ---------- ---------- March 2008 3.95 cents 3.39 cents April 2008 3.95 cents 3.39 cents May 2008 3.95 cents 3.39 cents June 2008 3.95 cents 3.43 cents July 2008 3.95 cents 3.43 cents August 2008 3.95 cents 3.43 cents September 2008 4.00 cents 3.49 cents October 2008 4.00 cents 3.49 cents November 2008 4.00 cents 3.49 cents December 2008 4.00 cents 3.54 cents January 2009 4.00 cents 3.54 cents February 2009 4.00 cents 3.54 cents * Assumes shares were purchased and held for the entire accrual period, which differs from the calendar month. Since dividends accrue daily, your actual distributions will vary depending on the date you purchased your shares and any account activity. All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. Class A shares paid dividends totaling 47.35 cents per share for the same period.(2) The Performance Summary beginning on page 10 shows that at the end of this reporting period the Fund's Class A shares' distribution rate was 4.34% based on an annualization of the current 4.00 cent per share dividend and the maximum offering price of $11.06 on February 28, 2009. An investor in the 2009 maximum combined effective federal and Alabama personal income tax bracket of 38.25% would need to earn a distribution rate of 7.03% from a taxable investment to match the Fund's Class A tax-free distribution rate. For the Fund's Class C shares' performance, please see the Performance Summary. STATE UPDATE During the reporting period, Alabama's economy fared better than many other state economies amid the national recession and subprime mortgage and credit crises. Although the state's home sales growth continued to soften, its foreclosure rate was one of the lowest in the country. Despite the national downturn, manufacturing remained a bright spot in Alabama's economy. Honda Manufacturing of Alabama began producing the Ridgeline pickup truck at its plant in Lincoln, (2.) All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. 8 | Annual Report and announced that it will also begin producing the Accord V-6 sedan at this facility later in the year. Manufacturing activity related to the aerospace industry also helped to prop up the local economy. Many other sectors of Alabama's economy did not fare as well, however, and the state lost jobs in the construction, information, and professional and business services sectors. At period-end, Alabama's unemployment rate was 8.4%, compared with the 8.1% national rate.(3) State officials historically have practiced conservative financial management, and constitutional provisions mandate expenditure cutbacks in the event of revenue shortfalls. Recent income and sales tax revenues have continued to decline, and officials plan to address the shortfall through several measures. However, Alabama's restrictive tax structure provides officials with little revenue raising flexibility. To finance capital needs, the state has made extensive use of revenue bonds issued through state agencies and departments. Therefore, Alabama's total debt ratio was low at $500 per capita and 1.6% of personal income.(4) Standard & Poor's assigned Alabama's general obligation debt a rating of AA with a stable outlook.(5) The rating and outlook reflected the state's constitutional restrictions on expenditures, dedicated revenue streams for capital projects and debt service, and low general obligation debt burden. MANAGER'S DISCUSSION We used various investment strategies during the 12 months under review as we sought to maximize tax-free income for shareholders. Please read the discussion on page 6 for details. Thank you for your continued participation in Franklin Alabama Tax-Free Income Fund. We intend to maintain our conservative, buy-and-hold investment strategy as we attempt to provide shareholders with high, current, tax-free income. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF FEBRUARY 28, 2009, 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, STATE, 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. (3.) Source: Bureau of Labor Statistics. (4.) Source: Standard & Poor's, "State Review: Alabama," RATINGSDIRECT, 7/15/08. (5.) This does not indicate Standard & Poor's rating of the Fund. PORTFOLIO BREAKDOWN Franklin Alabama Tax-Free Income Fund 2/28/09 % OF TOTAL LONG-TERM INVESTMENTS* ------------ Prerefunded 22.2% Utilities 15.7% Hospital & Health Care 15.4% General Obligation 12.5% Higher Education 11.9% Subject to Government Appropriations 9.7% Tax-Supported 5.4% Transportation 3.9% Housing 2.2% Corporate-Backed 1.1% * Does not include short-term investments and other net assets. Annual Report | 9 Performance Summary as of 2/28/09 FRANKLIN ALABAMA TAX-FREE INCOME FUND 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. The performance table and graphs do not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund's dividends and capital gain distributions, if any, and any unrealized gains or losses. PRICE AND DISTRIBUTION INFORMATION CLASS A (SYMBOL: FRALX) CHANGE 2/28/09 2/29/08 - ------------------------------ ------ ------- ------- Net Asset Value (NAV) -$0.25 $10.59 $10.84 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.4735 CLASS C (SYMBOL: FALEX) CHANGE 2/28/09 2/29/08 - ------------------------------ ------ ------- ------- Net Asset Value (NAV) -$0.24 $10.69 $10.93 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.4127 PERFORMANCE CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURNS INCLUDE MAXIMUM SALES CHARGES. CLASS A: 4.25% MAXIMUM INITIAL SALES CHARGE; CLASS C: 1% CONTINGENT DEFERRED SALES CHARGE IN FIRST YEAR ONLY. CLASS A 1-YEAR 5-YEAR 10-YEAR - ------------------------------------------ ------ ------ ------- Cumulative Total Return(1) +2.18% +11.56% +44.50% Average Annual Total Return(2) -2.16% +1.33% +3.30% Avg. Ann. Total Return (3/31/09)(3) -5.04% +1.35% +3.25% Distribution Rate(4) 4.34% Taxable Equivalent Distribution Rate(5) 7.03% 30-Day Standardized Yield(6) 3.38% Taxable Equivalent Yield(5) 5.47% Total Annual Operating Expenses(7) 0.71% CLASS C 1-YEAR 5-YEAR 10-YEAR - ------------------------------------------ ------ ------ ------- Cumulative Total Return(1) +1.59% +8.65% +36.88% Average Annual Total Return(2) +0.62% +1.67% +3.19% Avg. Ann. Total Return (3/31/09)(3) -2.35% +1.69% +3.15% Distribution Rate(4) 3.95% Taxable Equivalent Distribution Rate(5) 6.40% 30-Day Standardized Yield(6) 2.99% Taxable Equivalent Yield(5) 4.84% Total Annual Operating Expenses(7) 1.26% 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, SEE "FUNDS AND PERFORMANCE" AT FRANKLINTEMPLETON.COM OR CALL (800) 342-5236. 10 | Annual Report Performance Summary (CONTINUED) TOTAL RETURN INDEX COMPARISON FOR A HYPOTHETICAL $10,000 INVESTMENT Total return represents the change in value of an investment over the periods shown. It includes any current, applicable, maximum sales charge, Fund expenses, account fees and reinvested distributions. The unmanaged index includes reinvestment of any income or distributions. It differs from the Fund in composition and does not pay management fees or expenses. One cannot invest directly in an index. CLASS A (3/1/99-2/28/09) (PERFORMANCE GRAPH) FRANKLIN ALABAMA BARCLAYS TAX-FREE CAPITAL INCOME MUNICIPAL DATE FUND - CLASS A BOND INDEX CPI - ---------- -------------- ---------- ------- 3/1/1999 $ 9,574 $10,000 $10,000 3/31/1999 $ 9,606 $10,014 $10,030 4/30/1999 $ 9,623 $10,039 $10,103 5/31/1999 $ 9,590 $ 9,981 $10,103 6/30/1999 $ 9,471 $ 9,837 $10,103 7/31/1999 $ 9,487 $ 9,873 $10,134 8/31/1999 $ 9,353 $ 9,794 $10,158 9/30/1999 $ 9,353 $ 9,798 $10,207 10/31/1999 $ 9,226 $ 9,692 $10,225 11/30/1999 $ 9,269 $ 9,795 $10,231 12/31/1999 $ 9,166 $ 9,722 $10,231 1/31/2000 $ 9,080 $ 9,679 $10,261 2/29/2000 $ 9,192 $ 9,792 $10,322 3/31/2000 $ 9,409 $10,006 $10,407 4/30/2000 $ 9,357 $ 9,947 $10,413 5/31/2000 $ 9,315 $ 9,895 $10,426 6/30/2000 $ 9,535 $10,157 $10,480 7/31/2000 $ 9,642 $10,299 $10,505 8/31/2000 $ 9,784 $10,457 $10,505 9/30/2000 $ 9,714 $10,403 $10,559 10/31/2000 $ 9,810 $10,516 $10,578 11/30/2000 $ 9,889 $10,596 $10,584 12/31/2000 $10,068 $10,858 $10,578 1/31/2001 $10,084 $10,965 $10,644 2/28/2001 $10,127 $11,000 $10,687 3/31/2001 $10,189 $11,099 $10,711 4/30/2001 $10,085 $10,978 $10,754 5/31/2001 $10,185 $11,097 $10,802 6/30/2001 $10,284 $11,171 $10,821 7/31/2001 $10,440 $11,336 $10,790 8/31/2001 $10,624 $11,523 $10,790 9/30/2001 $10,584 $11,484 $10,839 10/31/2001 $10,714 $11,621 $10,802 11/30/2001 $10,654 $11,523 $10,784 12/31/2001 $10,545 $11,414 $10,742 1/31/2002 $10,664 $11,612 $10,766 2/28/2002 $10,783 $11,752 $10,809 3/31/2002 $10,616 $11,522 $10,869 4/30/2002 $10,747 $11,747 $10,930 5/31/2002 $10,831 $11,818 $10,930 6/30/2002 $10,924 $11,943 $10,936 7/31/2002 $11,056 $12,097 $10,948 8/31/2002 $11,160 $12,242 $10,985 9/30/2002 $11,412 $12,510 $11,003 10/31/2002 $11,270 $12,303 $11,021 11/30/2002 $11,245 $12,252 $11,021 12/31/2002 $11,460 $12,510 $10,997 1/31/2003 $11,464 $12,479 $11,046 2/28/2003 $11,599 $12,653 $11,131 3/31/2003 $11,634 $12,661 $11,198 4/30/2003 $11,740 $12,744 $11,173 5/31/2003 $11,988 $13,043 $11,155 6/30/2003 $11,961 $12,987 $11,167 7/31/2003 $11,523 $12,533 $11,179 8/31/2003 $11,650 $12,626 $11,222 9/30/2003 $11,984 $12,997 $11,258 10/31/2003 $11,905 $12,932 $11,246 11/30/2003 $12,034 $13,067 $11,216 12/31/2003 $12,140 $13,175 $11,204 1/31/2004 $12,225 $13,250 $11,258 2/29/2004 $12,406 $13,450 $11,319 3/31/2004 $12,386 $13,403 $11,392 4/30/2004 $12,080 $13,086 $11,429 5/31/2004 $12,051 $13,038 $11,495 6/30/2004 $12,106 $13,086 $11,532 7/31/2004 $12,257 $13,258 $11,514 8/31/2004 $12,464 $13,524 $11,520 9/30/2004 $12,541 $13,595 $11,544 10/31/2004 $12,652 $13,712 $11,605 11/30/2004 $12,545 $13,599 $11,611 12/31/2004 $12,700 $13,765 $11,568 1/31/2005 $12,834 $13,894 $11,593 2/28/2005 $12,792 $13,848 $11,660 3/31/2005 $12,728 $13,760 $11,751 4/30/2005 $12,896 $13,977 $11,830 5/31/2005 $12,976 $14,076 $11,818 6/30/2005 $13,035 $14,163 $11,824 7/31/2005 $12,992 $14,099 $11,878 8/31/2005 $13,096 $14,242 $11,939 9/30/2005 $13,018 $14,146 $12,085 10/31/2005 $12,941 $14,060 $12,109 11/30/2005 $12,999 $14,127 $12,012 12/31/2005 $13,103 $14,249 $11,964 1/31/2006 $13,127 $14,287 $12,055 2/28/2006 $13,220 $14,383 $12,079 3/31/2006 $13,162 $14,284 $12,146 4/30/2006 $13,163 $14,279 $12,249 5/31/2006 $13,198 $14,343 $12,310 6/30/2006 $13,152 $14,289 $12,334 7/31/2006 $13,281 $14,459 $12,371 8/31/2006 $13,445 $14,673 $12,395 9/30/2006 $13,528 $14,775 $12,334 10/31/2006 $13,599 $14,868 $12,267 11/30/2006 $13,718 $14,992 $12,249 12/31/2006 $13,670 $14,939 $12,267 1/31/2007 $13,646 $14,901 $12,305 2/28/2007 $13,813 $15,097 $12,371 3/31/2007 $13,764 $15,060 $12,483 4/30/2007 $13,810 $15,104 $12,564 5/31/2007 $13,760 $15,038 $12,641 6/30/2007 $13,698 $14,960 $12,666 7/31/2007 $13,794 $15,076 $12,663 8/31/2007 $13,719 $15,011 $12,639 9/30/2007 $13,926 $15,233 $12,674 10/31/2007 $13,986 $15,301 $12,701 11/30/2007 $14,071 $15,398 $12,777 12/31/2007 $14,107 $15,441 $12,768 1/31/2008 $14,206 $15,636 $12,832 2/29/2008 $13,543 $14,920 $12,869 3/31/2008 $13,955 $15,346 $12,980 4/30/2008 $14,143 $15,526 $13,059 5/31/2008 $14,255 $15,620 $13,169 6/30/2008 $14,103 $15,443 $13,302 7/31/2008 $14,128 $15,502 $13,372 8/31/2008 $14,178 $15,683 $13,318 9/30/2008 $13,423 $14,948 $13,300 10/31/2008 $13,258 $14,795 $13,166 11/30/2008 $13,232 $14,842 $12,913 12/31/2008 $13,374 $15,059 $12,780 1/31/2009 $13,647 $15,610 $12,835 2/28/2009 $13,834 $15,692 $12,899 AVERAGE ANNUAL TOTAL RETURN CLASS A 2/28/09 - ------- ------- 1-Year -2.16% 5-Year +1.33% 10-Year +3.30% CLASS C (3/1/99-2/28/09) (PERFORMANCE GRAPH) FRANKLIN ALABAMA BARCLAYS TAX-FREE CAPITAL INCOME MUNICIPAL DATE FUND - CLASS C BOND INDEX CPI - ---------- -------------- ---------- ------- 3/1/1999 $10,000 $10,000 $10,000 3/31/1999 $10,029 $10,014 $10,030 4/30/1999 $10,050 $10,039 $10,103 5/31/1999 $10,002 $ 9,981 $10,103 6/30/1999 $ 9,882 $ 9,837 $10,103 7/31/1999 $ 9,886 $ 9,873 $10,134 8/31/1999 $ 9,743 $ 9,794 $10,158 9/30/1999 $ 9,747 $ 9,798 $10,207 10/31/1999 $ 9,593 $ 9,692 $10,225 11/30/1999 $ 9,641 $ 9,795 $10,231 12/31/1999 $ 9,531 $ 9,722 $10,231 1/31/2000 $ 9,437 $ 9,679 $10,261 2/29/2000 $ 9,549 $ 9,792 $10,322 3/31/2000 $ 9,768 $10,006 $10,407 4/30/2000 $ 9,710 $ 9,947 $10,413 5/31/2000 $ 9,662 $ 9,895 $10,426 6/30/2000 $ 9,885 $10,157 $10,480 7/31/2000 $ 9,999 $10,299 $10,505 8/31/2000 $10,133 $10,457 $10,505 9/30/2000 $10,055 $10,403 $10,559 10/31/2000 $10,150 $10,516 $10,578 11/30/2000 $10,227 $10,596 $10,584 12/31/2000 $10,415 $10,858 $10,578 1/31/2001 $10,417 $10,965 $10,644 2/28/2001 $10,457 $11,000 $10,687 3/31/2001 $10,515 $11,099 $10,711 4/30/2001 $10,404 $10,978 $10,754 5/31/2001 $10,511 $11,097 $10,802 6/30/2001 $10,598 $11,171 $10,821 7/31/2001 $10,763 $11,336 $10,790 8/31/2001 $10,947 $11,523 $10,790 9/30/2001 $10,901 $11,484 $10,839 10/31/2001 $11,029 $11,621 $10,802 11/30/2001 $10,963 $11,523 $10,784 12/31/2001 $10,836 $11,414 $10,742 1/31/2002 $10,962 $11,612 $10,766 2/28/2002 $11,079 $11,752 $10,809 3/31/2002 $10,903 $11,522 $10,869 4/30/2002 $11,032 $11,747 $10,930 5/31/2002 $11,112 $11,818 $10,930 6/30/2002 $11,202 $11,943 $10,936 7/31/2002 $11,342 $12,097 $10,948 8/31/2002 $11,432 $12,242 $10,985 9/30/2002 $11,694 $12,510 $11,003 10/31/2002 $11,534 $12,303 $11,021 11/30/2002 $11,503 $12,252 $11,021 12/31/2002 $11,727 $12,510 $10,997 1/31/2003 $11,716 $12,479 $11,046 2/28/2003 $11,858 $12,653 $11,131 3/31/2003 $11,878 $12,661 $11,198 4/30/2003 $11,980 $12,744 $11,173 5/31/2003 $12,236 $13,043 $11,155 6/30/2003 $12,203 $12,987 $11,167 7/31/2003 $11,753 $12,533 $11,179 8/31/2003 $11,875 $12,626 $11,222 9/30/2003 $12,218 $12,997 $11,258 10/31/2003 $12,122 $12,932 $11,246 11/30/2003 $12,245 $13,067 $11,216 12/31/2003 $12,347 $13,175 $11,204 1/31/2004 $12,427 $13,250 $11,258 2/29/2004 $12,603 $13,450 $11,319 3/31/2004 $12,578 $13,403 $11,392 4/30/2004 $12,265 $13,086 $11,429 5/31/2004 $12,230 $13,038 $11,495 6/30/2004 $12,280 $13,086 $11,532 7/31/2004 $12,428 $13,258 $11,514 8/31/2004 $12,640 $13,524 $11,520 9/30/2004 $12,713 $13,595 $11,544 10/31/2004 $12,807 $13,712 $11,605 11/30/2004 $12,705 $13,599 $11,611 12/31/2004 $12,855 $13,765 $11,568 1/31/2005 $12,983 $13,894 $11,593 2/28/2005 $12,935 $13,848 $11,660 3/31/2005 $12,864 $13,760 $11,751 4/30/2005 $13,027 $13,977 $11,830 5/31/2005 $13,101 $14,076 $11,818 6/30/2005 $13,153 $14,163 $11,824 7/31/2005 $13,105 $14,099 $11,878 8/31/2005 $13,203 $14,242 $11,939 9/30/2005 $13,120 $14,146 $12,085 10/31/2005 $13,036 $14,060 $12,109 11/30/2005 $13,088 $14,127 $12,012 12/31/2005 $13,186 $14,249 $11,964 1/31/2006 $13,204 $14,287 $12,055 2/28/2006 $13,291 $14,383 $12,079 3/31/2006 $13,227 $14,284 $12,146 4/30/2006 $13,222 $14,279 $12,249 5/31/2006 $13,251 $14,343 $12,310 6/30/2006 $13,199 $14,289 $12,334 7/31/2006 $13,321 $14,459 $12,371 8/31/2006 $13,478 $14,673 $12,395 9/30/2006 $13,566 $14,775 $12,334 10/31/2006 $13,631 $14,868 $12,267 11/30/2006 $13,743 $14,992 $12,249 12/31/2006 $13,689 $14,939 $12,267 1/31/2007 $13,647 $14,901 $12,305 2/28/2007 $13,807 $15,097 $12,371 3/31/2007 $13,763 $15,060 $12,483 4/30/2007 $13,791 $15,104 $12,564 5/31/2007 $13,735 $15,038 $12,641 6/30/2007 $13,680 $14,960 $12,666 7/31/2007 $13,756 $15,076 $12,663 8/31/2007 $13,676 $15,011 $12,639 9/30/2007 $13,874 $15,233 $12,674 10/31/2007 $13,939 $15,301 $12,701 11/30/2007 $14,017 $15,398 $12,777 12/31/2007 $14,047 $15,441 $12,768 1/31/2008 $14,137 $15,636 $12,832 2/29/2008 $13,477 $14,920 $12,869 3/31/2008 $13,877 $15,346 $12,980 4/30/2008 $14,054 $15,526 $13,059 5/31/2008 $14,158 $15,620 $13,169 6/30/2008 $14,002 $15,443 $13,302 7/31/2008 $14,020 $15,502 $13,372 8/31/2008 $14,063 $15,683 $13,318 9/30/2008 $13,314 $14,948 $13,300 10/31/2008 $13,146 $14,795 $13,166 11/30/2008 $13,101 $14,842 $12,913 12/31/2008 $13,235 $15,059 $12,780 1/31/2009 $13,496 $15,610 $12,835 2/28/2009 $13,688 $15,692 $12,899 AVERAGE ANNUAL TOTAL RETURN CLASS C 2/28/09 - ------- ------- 1-Year +0.62% 5-Year +1.67% 10-Year +3.19% Annual Report | 11 Performance Summary (CONTINUED) ENDNOTES BECAUSE MUNICIPAL BONDS ARE SENSITIVE TO INTEREST RATE MOVEMENTS, THE FUND'S YIELD AND SHARE PRICE WILL FLUCTUATE WITH MARKET CONDITIONS. BOND PRICES GENERALLY MOVE IN THE OPPOSITE DIRECTION OF INTEREST RATES. THUS, AS PRICES OF BONDS IN THE FUND ADJUST TO A RISE IN INTEREST RATES, THE FUND'S SHARE PRICE MAY DECLINE. SINCE THE FUND CONCENTRATES ITS INVESTMENTS IN A SINGLE STATE, IT IS SUBJECT TO GREATER RISK OF ADVERSE ECONOMIC AND REGULATORY CHANGES IN THAT STATE THAN A GEOGRAPHICALLY DIVERSIFIED FUND. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. CLASS C: Prior to 1/1/04, these shares were offered with an initial sales charge; thus actual total returns would have differed. These shares have higher annual fees and expenses than Class A shares. (1). Cumulative total return represents the change in value of an investment over the periods indicated. (2.) Average annual total return represents the average annual change in value of an investment over the periods indicated. (3.) In accordance with SEC rules, we provide standardized average annual total return information through the latest calendar quarter. (4.) Distribution rate is based on an annualization of the respective class's current monthly dividend and the maximum offering price (NAV for Class C) per share on 2/28/09. (5.) Taxable equivalent distribution rate and yield assume the published rates as of 12/29/08 for the maximum combined effective federal and Alabama personal income tax rate of 38.25%, based on the federal income tax rate of 35.00%. (6.) Yield, calculated as required by the SEC, is based on the earnings of the Fund's portfolio for the month ended 2/28/09. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. (8.) Source: (C) 2009 Morningstar. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. All bonds included have a minimum credit rating of at least Baa3/BBB-. They must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be dated after 12/31/90, and must be at least one year from their maturity date. Remarketed issues, taxable municipal bonds, bonds with floating rates and derivatives are excluded from the index. The index has four main bond sectors: general obligation, revenue, insured and prerefunded. The Consumer Price Index (CPI), calculated by the U.S. Bureau of Labor Statistics, is a commonly used measure of the inflation rate. 12 | Annual Report Your Fund's Expenses FRANKLIN ALABAMA TAX-FREE INCOME FUND As a Fund shareholder, you can incur two types of costs: - - Transaction costs, including sales charges (loads) on Fund purchases; and - - 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 following table 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 first line (Actual) for each share class listed in the table provides actual account values and expenses. The "Ending Account Value" is derived from the Fund's actual return, which includes the effect of Fund expenses. 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: 1. Divide your account value by $1,000. IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6. 2. Multiply the result by the number under the heading "Expenses Paid During Period." IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 X $7.50 = $64.50. In this illustration, the estimated expenses paid this period are $64.50. HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS Information in the second line (Hypothetical) for each class in the table can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical "Ending Account Value" is based on the actual expense ratio for each class and an assumed 5% annual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. Annual Report | 13 Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES. Therefore, the second line for each class is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING VALUE 9/1/08 VALUE 2/28/09 PERIOD* 9/1/08-2/28/09 ----------------- -------------- ---------------------- CLASS A Actual $1,000 $ 976.00 $3.58 Hypothetical (5% return before expenses) $1,000 $1,021.17 $3.66 CLASS C Actual $1,000 $ 973.60 $6.26 Hypothetical (5% return before expenses) $1,000 $1,018.45 $6.41 * Expenses are calculated using the most recent six-month expense ratio annualized for each class (A: 0.73% and C: 1.28%), multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. 14 | Annual Report Franklin Florida Tax-Free Income Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin Florida Tax-Free Income Fund seeks to provide as high a level of income exempt from federal income tax as is consistent with prudent investing while seeking preservation of capital by investing at least 80% of its total assets in securities that pay interest free from such tax.(1) 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. PLEASE VISIT FRANKLINTEMPLETON.COM OR CALL (800) 342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. CREDIT QUALITY BREAKDOWN* Franklin Florida Tax-Free Income Fund Based on Total Long-Term Investments as of 2/28/09** (PIE CHART) AAA................ 24.2% AA................. 29.2% A.................. 18.2% BBB................ 7.1% Not Rated by S&P... 21.3% * Standard & Poor's (S&P) is the primary independent rating agency; Moody's is the secondary rating agency. Securities not rated by an independent rating agency are assigned comparable internal ratings. Ratings for securities not rated by S&P are in the table below. ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa 0.4% 5.0% AA or Aa 4.3% -- A 6.3% 0.6% BBB or Baa 2.8% 1.9% ---- --- Total 13.8% 7.5% This annual report for Franklin Florida Tax-Free Income Fund covers the fiscal year ended February 28, 2009. PERFORMANCE OVERVIEW The Fund's Class A share price, as measured by net asset value, decreased from $11.17 on February 29, 2008, to $10.90 on February 28, 2009. The Fund's (1.) For investors subject to alternative minimum tax, a small portion of Fund dividends may be taxable. Distributions of capital gains are generally taxable. To avoid imposition of 28% backup withholding on all Fund distributions and redemption proceeds, U.S. investors must be properly certified on Form W-9 and non-U.S. investors on Form W-8BEN. THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S STATEMENT OF INVESTMENTS (SOI). THE SOI BEGINS ON PAGE 91. Annual Report | 15 DIVIDEND DISTRIBUTIONS* Franklin Florida Tax-Free Income Fund DIVIDEND PER SHARE ------------------------------------ MONTH CLASS A CLASS B CLASS C - -------------- ---------- ---------- ---------- March 2008 4.36 cents 3.81 cents 3.80 cents April 2008 4.36 cents 3.81 cents 3.80 cents May 2008 4.36 cents 3.81 cents 3.80 cents June 2008 4.36 cents 3.85 cents 3.83 cents July 2008 4.36 cents 3.85 cents 3.83 cents August 2008 4.36 cents 3.85 cents 3.83 cents September 2008 4.36 cents 3.85 cents 3.83 cents October 2008 4.36 cents 3.85 cents 3.83 cents November 2008 4.36 cents 3.85 cents 3.83 cents December 2008 4.36 cents 3.89 cents 3.89 cents January 2009 4.36 cents 3.89 cents 3.89 cents February 2009 4.36 cents 3.89 cents 3.89 cents * Assumes shares were purchased and held for the entire accrual period, which differs from the calendar month. Since dividends accrue daily, your actual distributions will vary depending on the date you purchased your shares and any account activity. All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. Class A shares paid dividends totaling 51.93 cents per share for the same period.(2) The Performance Summary beginning on page 18 shows that at the end of this reporting period the Fund's Class A shares' distribution rate was 4.61% based on an annualization of the current 4.37 cent per share dividend and the maximum offering price of $11.38 on February 28, 2008. An investor in the 2009 maximum federal income tax bracket of 35.00% would need to earn a distribution rate of 7.09% from a taxable investment to match the Fund's Class A tax-free distribution rate. For the Fund's Class B and C shares' performance, please see the Performance Summary. STATE UPDATE During the reporting period, Florida's housing-reliant economy was hit hard by the national subprime mortgage crisis and economic slowdown. In 2008, the Sunshine State posted one of the highest foreclosure rates in the country. In this challenging economic environment, home prices plummeted and credit tightened. These conditions contributed to job losses in the manufacturing, information, (2.) All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. 16 | Annual Report and professional and business services sectors. As of February 2009, the state's 9.4% unemployment rate was higher than the country's 8.1% rate.(3) In November 2008, the state forecast a $2.1 billion revenue shortfall and an increased deficit for fiscal year 2009 largely resulting from underperformance of tax receipts and an increase in Medicaid spending.(4) To address the imbalance, the state passed a plan that relied on spending reductions and trust fund sweeps, reserves and other one-time revenue sources. The state's demonstrated record of active budget management, including multiple revenue estimating conferences, allowed Florida to effectively weather a difficult revenue downturn. Following legal guidelines on tax-supported debt affordability, Florida's debt burden, at $1,005 per capita and 2.8% of personal income, remained moderate.(5) Independent credit rating agency Standard & Poor's assigned Florida's general obligation bonds its highest rating of AAA with a negative outlook, which reflected the state's strong and conservative financial and budget management practices, swift responses to increased budget pressures and lack of economic growth.(6) MANAGER'S DISCUSSION We used various investment strategies during the 12 months under review as we sought to maximize tax-free income for shareholders. Please read the discussion on page 6 for details. Thank you for your continued participation in Franklin Florida Tax-Free Income Fund. We intend to maintain our conservative, buy-and-hold investment strategy as we attempt to provide shareholders with high, current, tax-free income. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF FEBRUARY 28, 2009, 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, STATE, 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. (3.) Source: Bureau of Labor Statistics. (4.) Source: Standard & Poor's, "Summary: Florida; General Obligation," RATINGSDIRECT, 2/4/09. (5.) Source: Moody's Investors Service, "New Issue: Florida (State of)," 2/20/09. (6.) This does not indicate Standard & Poor's rating of the Fund. PORTFOLIO BREAKDOWN Franklin Florida Tax-Free Income Fund 2/28/09 % OF TOTAL LONG-TERM INVESTMENTS* ------------ Prerefunded 25.8% Utilities 15.0% Transportation 12.7% Hospital & Health Care 10.4% Subject to Government Appropriations 10.4% Tax-Supported 7.5% General Obligation 7.5% Other Revenue 5.0% Housing 4.1% Higher Education 1.3% Corporate-Backed 0.3% * Does not include short-term investments and other net assets. Annual Report | 17 Performance Summary as of 2/28/09 FRANKLIN FLORIDA TAX-FREE INCOME FUND 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. The performance table and graphs do not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund's dividends and capital gain distributions, if any, and any unrealized gains or losses. PRICE AND DISTRIBUTION INFORMATION CLASS A (SYMBOL: FRFLX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.27 $10.90 $11.17 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.5193 Long-Term Capital Gain $0.0123 TOTAL: $0.5316 CLASS B (SYMBOL: FRFBX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.26 $10.99 $11.25 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.4587 Long-Term Capital Gain $0.0123 TOTAL: $0.4710 CLASS C (SYMBOL: FRFIX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.26 $11.06 $11.32 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.4572 Long-Term Capital Gain $0.0123 TOTAL: $0.4695 18 | Annual Report Performance Summary (CONTINUED) PERFORMANCE CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURNS INCLUDE MAXIMUM SALES CHARGES. CLASS A: 4.25% MAXIMUM INITIAL SALES CHARGE; CLASS B: CONTINGENT DEFERRED SALES CHARGE (CDSC) DECLINING FROM 4% TO 1% OVER SIX YEARS, AND ELIMINATED THEREAFTER; CLASS C: 1% CDSC IN FIRST YEAR ONLY. CLASS A 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------- --------- Cumulative Total Return(1) +2.37% +13.01% +48.71% Average Annual Total Return(2) -2.02% +1.59% +3.60% Avg. Ann. Total Return (3/31/09)(3) -4.48% +1.68% +3.60% Distribution Rate(4) 4.61% Taxable Equivalent Distribution Rate(5) 7.09% 30-Day Standardized Yield(6) 3.89% Taxable Equivalent Yield(5) 5.98% Total Annual Operating Expenses(7) 0.61% INCEPTION CLASS B 1-YEAR 5-YEAR (2/1/00) - ------- ------ ------- --------- Cumulative Total Return(1) +1.89% +9.95% 49.85% Average Annual Total Return(2) -2.02% +1.58% +4.56% Avg. Ann. Total Return (3/31/09)(3) -4.66% +1.65% +4.54% Distribution Rate(4) 4.21% Taxable Equivalent Distribution Rate(5) 6.48% 30-Day Standardized Yield(6) 3.52% Taxable Equivalent Yield(5) 5.42% Total Annual Operating Expenses(7) 1.16% CLASS C 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------- --------- Cumulative Total Return(1) +1.86% +10.06% +40.89% Average Annual Total Return(2) +0.89% +1.94% +3.49% Avg. Ann. Total Return (3/31/09)(3) -1.72% +2.02% +3.49% Distribution Rate(4) 4.20% Taxable Equivalent Distribution Rate(5) 6.46% 30-Day Standardized Yield(6) 3.52% Taxable Equivalent Yield(5) 5.42% Total Annual Operating Expenses(7) 1.16% 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, SEE "FUNDS AND PERFORMANCE" AT FRANKLINTEMPLETON.COM OR CALL (800) 342-5236. Annual Report | 19 Performance Summary (CONTINUED) TOTAL RETURN INDEX COMPARISON FOR A HYPOTHETICAL $10,000 INVESTMENT Total return represents the change in value of an investment over the periods shown. It includes any current, applicable, maximum sales charge, Fund expenses, account fees and reinvested distributions. The unmanaged index includes reinvestment of any income or distributions. It differs from the Fund in composition and does not pay management fees or expenses. One cannot invest directly in an index. AVERAGE ANNUAL TOTAL RETURN CLASS A 2/28/09 - ------- ------- 1-Year -2.02% 5-Year +1.59% 10-Year +3.60% CLASS A (3/1/99-2/28/09) (PERFORMANCE GRAPH) FRANKLIN FLORIDA TAX-FREE INCOME FUND BARCLAYS CAPITAL DATE - CLASS A MUNICIPAL BOND INDEX CPI - ---- ---------------- -------------------- ------- 3/1/1999 $ 9,574 $10,000 $10,000 3/31/1999 $ 9,582 $10,014 $10,030 4/30/1999 $ 9,606 $10,039 $10,103 5/31/1999 $ 9,557 $ 9,981 $10,103 6/30/1999 $ 9,436 $ 9,837 $10,103 7/31/1999 $ 9,444 $ 9,873 $10,134 8/31/1999 $ 9,362 $ 9,794 $10,158 9/30/1999 $ 9,328 $ 9,798 $10,207 10/31/1999 $ 9,196 $ 9,692 $10,225 11/30/1999 $ 9,271 $ 9,795 $10,231 12/31/1999 $ 9,195 $ 9,722 $10,231 1/31/2000 $ 9,136 $ 9,679 $10,261 2/29/2000 $ 9,229 $ 9,792 $10,322 3/31/2000 $ 9,433 $10,006 $10,407 4/30/2000 $ 9,382 $ 9,947 $10,413 5/31/2000 $ 9,323 $ 9,895 $10,426 6/30/2000 $ 9,555 $10,157 $10,480 7/31/2000 $ 9,694 $10,299 $10,505 8/31/2000 $ 9,824 $10,457 $10,505 9/30/2000 $ 9,781 $10,403 $10,559 10/31/2000 $ 9,877 $10,516 $10,578 11/30/2000 $ 9,957 $10,596 $10,584 12/31/2000 $10,205 $10,858 $10,578 1/31/2001 $10,267 $10,965 $10,644 2/28/2001 $10,321 $11,000 $10,687 3/31/2001 $10,411 $11,099 $10,711 4/30/2001 $10,312 $10,978 $10,754 5/31/2001 $10,412 $11,097 $10,802 6/30/2001 $10,485 $11,171 $10,821 7/31/2001 $10,658 $11,336 $10,790 8/31/2001 $10,832 $11,523 $10,790 9/30/2001 $10,804 $11,484 $10,839 10/31/2001 $10,942 $11,621 $10,802 11/30/2001 $10,849 $11,523 $10,784 12/31/2001 $10,746 $11,414 $10,742 1/31/2002 $10,913 $11,612 $10,766 2/28/2002 $11,024 $11,752 $10,809 3/31/2002 $10,834 $11,522 $10,869 4/30/2002 $11,003 $11,747 $10,930 5/31/2002 $11,068 $11,818 $10,930 6/30/2002 $11,172 $11,943 $10,936 7/31/2002 $11,304 $12,097 $10,948 8/31/2002 $11,447 $12,242 $10,985 9/30/2002 $11,725 $12,510 $11,003 10/31/2002 $11,491 $12,303 $11,021 11/30/2002 $11,440 $12,252 $11,021 12/31/2002 $11,682 $12,510 $10,997 1/31/2003 $11,679 $12,479 $11,046 2/28/2003 $11,833 $12,653 $11,131 3/31/2003 $11,860 $12,661 $11,198 4/30/2003 $11,956 $12,744 $11,173 5/31/2003 $12,241 $13,043 $11,155 6/30/2003 $12,207 $12,987 $11,167 7/31/2003 $11,751 $12,533 $11,179 8/31/2003 $11,828 $12,626 $11,222 9/30/2003 $12,138 $12,997 $11,258 10/31/2003 $12,074 $12,932 $11,246 11/30/2003 $12,223 $13,067 $11,216 12/31/2003 $12,321 $13,175 $11,204 1/31/2004 $12,420 $13,250 $11,258 2/29/2004 $12,602 $13,450 $11,319 3/31/2004 $12,566 $13,403 $11,392 4/30/2004 $12,261 $13,086 $11,429 5/31/2004 $12,205 $13,038 $11,495 6/30/2004 $12,232 $13,086 $11,532 7/31/2004 $12,407 $13,258 $11,514 8/31/2004 $12,635 $13,524 $11,520 9/30/2004 $12,726 $13,595 $11,544 10/31/2004 $12,839 $13,712 $11,605 11/30/2004 $12,749 $13,599 $11,611 12/31/2004 $12,905 $13,765 $11,568 1/31/2005 $13,052 $13,894 $11,593 2/28/2005 $13,015 $13,848 $11,660 3/31/2005 $12,967 $13,760 $11,751 4/30/2005 $13,148 $13,977 $11,830 5/31/2005 $13,253 $14,076 $11,818 6/30/2005 $13,314 $14,163 $11,824 7/31/2005 $13,255 $14,099 $11,878 8/31/2005 $13,383 $14,242 $11,939 9/30/2005 $13,301 $14,146 $12,085 10/31/2005 $13,251 $14,060 $12,109 11/30/2005 $13,301 $14,127 $12,012 12/31/2005 $13,408 $14,249 $11,964 1/31/2006 $13,436 $14,287 $12,055 2/28/2006 $13,544 $14,383 $12,079 3/31/2006 $13,459 $14,284 $12,146 4/30/2006 $13,476 $14,279 $12,249 5/31/2006 $13,516 $14,343 $12,310 6/30/2006 $13,487 $14,289 $12,334 7/31/2006 $13,619 $14,459 $12,371 8/31/2006 $13,786 $14,673 $12,395 9/30/2006 $13,885 $14,775 $12,334 10/31/2006 $13,960 $14,868 $12,267 11/30/2006 $14,083 $14,992 $12,249 12/31/2006 $14,041 $14,939 $12,267 1/31/2007 $14,011 $14,901 $12,305 2/28/2007 $14,170 $15,097 $12,371 3/31/2007 $14,140 $15,060 $12,483 4/30/2007 $14,169 $15,104 $12,564 5/31/2007 $14,127 $15,038 $12,641 6/30/2007 $14,071 $14,960 $12,666 7/31/2007 $14,173 $15,076 $12,663 8/31/2007 $14,105 $15,011 $12,639 9/30/2007 $14,281 $15,233 $12,674 10/31/2007 $14,334 $15,301 $12,701 11/30/2007 $14,388 $15,398 $12,777 12/31/2007 $14,414 $15,441 $12,768 1/31/2008 $14,542 $15,636 $12,832 2/29/2008 $13,911 $14,920 $12,869 3/31/2008 $14,302 $15,346 $12,980 4/30/2008 $14,506 $15,526 $13,059 5/31/2008 $14,611 $15,620 $13,169 6/30/2008 $14,468 $15,443 $13,302 7/31/2008 $14,485 $15,502 $13,372 8/31/2008 $14,604 $15,683 $13,318 9/30/2008 $13,880 $14,948 $13,300 10/31/2008 $13,617 $14,795 $13,166 11/30/2008 $13,621 $14,842 $12,913 12/31/2008 $13,704 $15,059 $12,780 1/31/2009 $14,136 $15,610 $12,835 2/28/2009 $14,238 $15,692 $12,899 AVERAGE ANNUAL TOTAL RETURN CLASS B 2/28/09 - ------- ------- 1-Year -2.02% 5-Year +1.58% Since Inception (2/1/00) +4.56% CLASS B (2/1/00-2/28/09) (PERFORMANCE GRAPH) FRANKLIN FLORIDA TAX-FREE INCOME FUND BARCLAYS CAPITAL DATE - CLASS B MUNICIPAL BOND INDEX CPI - ---- ---------------- -------------------- ------- 2/1/2000 $10,000 $10,000 $10,000 2/29/2000 $10,102 $10,116 $10,059 3/31/2000 $10,329 $10,337 $10,142 4/30/2000 $10,269 $10,276 $10,148 5/31/2000 $10,199 $10,223 $10,160 6/30/2000 $10,457 $10,494 $10,213 7/31/2000 $10,603 $10,640 $10,237 8/31/2000 $10,741 $10,804 $10,237 9/30/2000 $10,688 $10,748 $10,290 10/31/2000 $10,793 $10,865 $10,308 11/30/2000 $10,884 $10,947 $10,314 12/31/2000 $11,139 $11,217 $10,308 1/31/2001 $11,212 $11,328 $10,373 2/28/2001 $11,265 $11,364 $10,415 3/31/2001 $11,357 $11,466 $10,438 4/30/2001 $11,254 $11,342 $10,480 5/31/2001 $11,347 $11,464 $10,527 6/30/2001 $11,420 $11,541 $10,545 7/31/2001 $11,613 $11,712 $10,515 8/31/2001 $11,797 $11,905 $10,515 9/30/2001 $11,762 $11,865 $10,563 10/31/2001 $11,896 $12,006 $10,527 11/30/2001 $11,810 $11,905 $10,509 12/31/2001 $11,693 $11,792 $10,468 1/31/2002 $11,868 $11,997 $10,492 2/28/2002 $11,983 $12,141 $10,533 3/31/2002 $11,761 $11,903 $10,592 4/30/2002 $11,938 $12,136 $10,652 5/31/2002 $12,013 $12,210 $10,652 6/30/2002 $12,119 $12,339 $10,658 7/31/2002 $12,256 $12,498 $10,669 8/31/2002 $12,405 $12,648 $10,705 9/30/2002 $12,710 $12,925 $10,723 10/31/2002 $12,441 $12,711 $10,741 11/30/2002 $12,381 $12,658 $10,741 12/31/2002 $12,647 $12,925 $10,717 1/31/2003 $12,627 $12,892 $10,764 2/28/2003 $12,798 $13,072 $10,847 3/31/2003 $12,820 $13,080 $10,912 4/30/2003 $12,918 $13,167 $10,889 5/31/2003 $13,218 $13,475 $10,871 6/30/2003 $13,176 $13,418 $10,883 7/31/2003 $12,669 $12,948 $10,895 8/31/2003 $12,756 $13,045 $10,936 9/30/2003 $13,083 $13,428 $10,972 10/31/2003 $13,007 $13,360 $10,960 11/30/2003 $13,161 $13,500 $10,930 12/31/2003 $13,261 $13,611 $10,918 1/31/2004 $13,361 $13,689 $10,972 2/29/2004 $13,561 $13,895 $11,031 3/31/2004 $13,517 $13,847 $11,102 4/30/2004 $13,173 $13,519 $11,137 5/31/2004 $13,107 $13,470 $11,203 6/30/2004 $13,129 $13,519 $11,238 7/31/2004 $13,308 $13,697 $11,220 8/31/2004 $13,556 $13,971 $11,226 9/30/2004 $13,646 $14,046 $11,250 10/31/2004 $13,760 $14,166 $11,309 11/30/2004 $13,647 $14,049 $11,315 12/31/2004 $13,830 $14,221 $11,274 1/31/2005 $13,968 $14,354 $11,297 2/28/2005 $13,922 $14,306 $11,363 3/31/2005 $13,865 $14,216 $11,451 4/30/2005 $14,062 $14,440 $11,528 5/31/2005 $14,155 $14,542 $11,517 6/30/2005 $14,226 $14,632 $11,523 7/31/2005 $14,145 $14,566 $11,576 8/31/2005 $14,274 $14,713 $11,635 9/30/2005 $14,181 $14,614 $11,777 10/31/2005 $14,121 $14,526 $11,801 11/30/2005 $14,169 $14,595 $11,706 12/31/2005 $14,287 $14,721 $11,659 1/31/2006 $14,299 $14,761 $11,748 2/28/2006 $14,406 $14,860 $11,771 3/31/2006 $14,309 $14,757 $11,836 4/30/2006 $14,321 $14,752 $11,937 5/31/2006 $14,356 $14,818 $11,996 6/30/2006 $14,319 $14,762 $12,020 7/31/2006 $14,452 $14,938 $12,056 8/31/2006 $14,634 $15,159 $12,079 9/30/2006 $14,731 $15,265 $12,020 10/31/2006 $14,804 $15,361 $11,955 11/30/2006 $14,914 $15,489 $11,937 12/31/2006 $14,875 $15,434 $11,955 1/31/2007 $14,837 $15,394 $11,991 2/28/2007 $14,998 $15,597 $12,056 3/31/2007 $14,959 $15,559 $12,165 4/30/2007 $14,983 $15,605 $12,244 5/31/2007 $14,919 $15,536 $12,319 6/30/2007 $14,867 $15,455 $12,343 7/31/2007 $14,954 $15,575 $12,340 8/31/2007 $14,876 $15,508 $12,317 9/30/2007 $15,066 $15,737 $12,351 10/31/2007 $15,115 $15,807 $12,378 11/30/2007 $15,164 $15,908 $12,451 12/31/2007 $15,185 $15,952 $12,443 1/31/2008 $15,311 $16,153 $12,505 2/29/2008 $14,647 $15,414 $12,541 3/31/2008 $15,058 $15,854 $12,650 4/30/2008 $15,275 $16,040 $12,726 5/31/2008 $15,385 $16,137 $12,834 6/30/2008 $15,233 $15,955 $12,963 7/31/2008 $15,254 $16,015 $13,031 8/31/2008 $15,376 $16,203 $12,979 9/30/2008 $14,616 $15,443 $12,961 10/31/2008 $14,342 $15,285 $12,830 11/30/2008 $14,340 $15,334 $12,584 12/31/2008 $14,432 $15,558 $12,454 1/31/2009 $14,887 $16,127 $12,508 2/28/2009 $14,985 $16,212 $12,571 20 | Annual Report Performance Summary (CONTINUED) CLASS C (3/1/99-2/28/09) (PERFORMANCE GRAPH) FRANKLIN FLORIDA TAX-FREE INCOME FUND BARCLAYS CAPITAL DATE - CLASS C MUNICIPAL BOND INDEX CPI - ---- ---------------- -------------------- ------- 3/1/1999 $10,000 $10,000 $10,000 3/31/1999 $10,004 $10,014 $10,030 4/30/1999 $10,024 $10,039 $10,103 5/31/1999 $ 9,969 $ 9,981 $10,103 6/30/1999 $ 9,838 $ 9,837 $10,103 7/31/1999 $ 9,842 $ 9,873 $10,134 8/31/1999 $ 9,744 $ 9,794 $10,158 9/30/1999 $ 9,705 $ 9,798 $10,207 10/31/1999 $ 9,564 $ 9,692 $10,225 11/30/1999 $ 9,645 $ 9,795 $10,231 12/31/1999 $ 9,563 $ 9,722 $10,231 1/31/2000 $ 9,490 $ 9,679 $10,261 2/29/2000 $ 9,581 $ 9,792 $10,322 3/31/2000 $ 9,795 $10,006 $10,407 4/30/2000 $ 9,730 $ 9,947 $10,413 5/31/2000 $ 9,664 $ 9,895 $10,426 6/30/2000 $ 9,908 $10,157 $10,480 7/31/2000 $10,046 $10,299 $10,505 8/31/2000 $10,175 $10,457 $10,505 9/30/2000 $10,126 $10,403 $10,559 10/31/2000 $10,221 $10,516 $10,578 11/30/2000 $10,307 $10,596 $10,584 12/31/2000 $10,547 $10,858 $10,578 1/31/2001 $10,615 $10,965 $10,644 2/28/2001 $10,665 $11,000 $10,687 3/31/2001 $10,752 $11,099 $10,711 4/30/2001 $10,646 $10,978 $10,754 5/31/2001 $10,734 $11,097 $10,802 6/30/2001 $10,812 $11,171 $10,821 7/31/2001 $10,984 $11,336 $10,790 8/31/2001 $11,157 $11,523 $10,790 9/30/2001 $11,123 $11,484 $10,839 10/31/2001 $11,259 $11,621 $10,802 11/30/2001 $11,169 $11,523 $10,784 12/31/2001 $11,049 $11,414 $10,742 1/31/2002 $11,224 $11,612 $10,766 2/28/2002 $11,332 $11,752 $10,809 3/31/2002 $11,124 $11,522 $10,869 4/30/2002 $11,290 $11,747 $10,930 5/31/2002 $11,352 $11,818 $10,930 6/30/2002 $11,451 $11,943 $10,936 7/31/2002 $11,590 $12,097 $10,948 8/31/2002 $11,730 $12,242 $10,985 9/30/2002 $12,016 $12,510 $11,003 10/31/2002 $11,764 $12,303 $11,021 11/30/2002 $11,707 $12,252 $11,021 12/31/2002 $11,957 $12,510 $10,997 1/31/2003 $11,938 $12,479 $11,046 2/28/2003 $12,089 $12,653 $11,131 3/31/2003 $12,111 $12,661 $11,198 4/30/2003 $12,213 $12,744 $11,173 5/31/2003 $12,486 $13,043 $11,155 6/30/2003 $12,456 $12,987 $11,167 7/31/2003 $11,978 $12,533 $11,179 8/31/2003 $12,049 $12,626 $11,222 9/30/2003 $12,366 $12,997 $11,258 10/31/2003 $12,295 $12,932 $11,246 11/30/2003 $12,439 $13,067 $11,216 12/31/2003 $12,533 $13,175 $11,204 1/31/2004 $12,627 $13,250 $11,258 2/29/2004 $12,805 $13,450 $11,319 3/31/2004 $12,765 $13,403 $11,392 4/30/2004 $12,452 $13,086 $11,429 5/31/2004 $12,391 $13,038 $11,495 6/30/2004 $12,412 $13,086 $11,532 7/31/2004 $12,580 $13,258 $11,514 8/31/2004 $12,802 $13,524 $11,520 9/30/2004 $12,887 $13,595 $11,544 10/31/2004 $13,004 $13,712 $11,605 11/30/2004 $12,897 $13,599 $11,611 12/31/2004 $13,058 $13,765 $11,568 1/31/2005 $13,199 $13,894 $11,593 2/28/2005 $13,156 $13,848 $11,660 3/31/2005 $13,102 $13,760 $11,751 4/30/2005 $13,287 $13,977 $11,830 5/31/2005 $13,386 $14,076 $11,818 6/30/2005 $13,441 $14,163 $11,824 7/31/2005 $13,376 $14,099 $11,878 8/31/2005 $13,498 $14,242 $11,939 9/30/2005 $13,410 $14,146 $12,085 10/31/2005 $13,343 $14,060 $12,109 11/30/2005 $13,398 $14,127 $12,012 12/31/2005 $13,498 $14,249 $11,964 1/31/2006 $13,520 $14,287 $12,055 2/28/2006 $13,610 $14,383 $12,079 3/31/2006 $13,519 $14,284 $12,146 4/30/2006 $13,541 $14,279 $12,249 5/31/2006 $13,574 $14,343 $12,310 6/30/2006 $13,528 $14,289 $12,334 7/31/2006 $13,664 $14,459 $12,371 8/31/2006 $13,824 $14,673 $12,395 9/30/2006 $13,915 $14,775 $12,334 10/31/2006 $13,983 $14,868 $12,267 11/30/2006 $14,098 $14,992 $12,249 12/31/2006 $14,062 $14,939 $12,267 1/31/2007 $14,014 $14,901 $12,305 2/28/2007 $14,177 $15,097 $12,371 3/31/2007 $14,141 $15,060 $12,483 4/30/2007 $14,163 $15,104 $12,564 5/31/2007 $14,103 $15,038 $12,641 6/30/2007 $14,054 $14,960 $12,666 7/31/2007 $14,136 $15,076 $12,663 8/31/2007 $14,063 $15,011 $12,639 9/30/2007 $14,229 $15,233 $12,674 10/31/2007 $14,288 $15,301 $12,701 11/30/2007 $14,335 $15,398 $12,777 12/31/2007 $14,354 $15,441 $12,768 1/31/2008 $14,472 $15,636 $12,832 2/29/2008 $13,835 $14,920 $12,869 3/31/2008 $14,223 $15,346 $12,980 4/30/2008 $14,417 $15,526 $13,059 5/31/2008 $14,513 $15,620 $13,169 6/30/2008 $14,366 $15,443 $13,302 7/31/2008 $14,376 $15,502 $13,372 8/31/2008 $14,486 $15,683 $13,318 9/30/2008 $13,759 $14,948 $13,300 10/31/2008 $13,495 $14,795 $13,166 11/30/2008 $13,492 $14,842 $12,913 12/31/2008 $13,567 $15,059 $12,780 1/31/2009 $13,996 $15,610 $12,835 2/28/2009 $14,089 $15,692 $12,899 AVERAGE ANNUAL TOTAL RETURN CLASS C 2/28/09 - ------- ------- 1-Year +0.89% 5-Year +1.94% 10-Year +3.49% ENDNOTES BECAUSE MUNICIPAL BONDS ARE SENSITIVE TO INTEREST RATE MOVEMENTS, THE FUND'S YIELD AND SHARE PRICE WILL FLUCTUATE WITH MARKET CONDITIONS. BOND PRICES GENERALLY MOVE IN THE OPPOSITE DIRECTION OF INTEREST RATES. THUS, AS PRICES OF BONDS IN THE FUND ADJUST TO A RISE IN INTEREST RATES, THE FUND'S SHARE PRICE MAY DECLINE. SINCE THE FUND CONCENTRATES ITS INVESTMENTS IN A SINGLE STATE, IT IS SUBJECT TO GREATER RISK OF ADVERSE ECONOMIC AND REGULATORY CHANGES IN THAT STATE THAN A GEOGRAPHICALLY DIVERSIFIED FUND. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. CLASS B: These shares have higher annual fees and expenses than Class A shares. CLASS C: Prior to 1/1/04, these shares were offered with an initial sales charge; thus actual total returns would have differed. These shares have higher annual fees and expenses than Class A shares. (1.) Cumulative total return represents the change in value of an investment over the periods indicated. (2.) Average annual total return represents the average annual change in value of an investment over the periods indicated. (3.) In accordance with SEC rules, we provide standardized average annual total return information through the latest calendar quarter. (4.) Distribution rate is based on an annualization of the respective class's current monthly dividend and the maximum offering price (NAV for Classes B and C) per share on 2/28/09. (5.) Taxable equivalent distribution rate and yield assume the 2009 maximum federal income tax rate of 35.00%. (6.) Yield, calculated as required by the SEC, is based on the earnings of the Fund's portfolio for the month ended 2/28/09. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. (8.) Source: (C) 2009 Morningstar. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. All bonds included have a minimum credit rating of at least Baa3/BBB-. They must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be dated after 12/31/90, and must be at least one year from their maturity date. Remarketed issues, taxable municipal bonds, bonds with floating rates and derivatives are excluded from the index. The index has four main bond sectors: general obligation, revenue, insured and prerefunded. The Consumer Price Index (CPI), calculated by the U.S. Bureau of Labor Statistics, is a commonly used measure of the inflation rate. Annual Report | 21 Your Fund's Expenses FRANKLIN FLORIDA TAX-FREE INCOME FUND As a Fund shareholder, you can incur two types of costs: - - Transaction costs, including sales charges (loads) on Fund purchases; and - - 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 following table 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 first line (Actual) for each share class listed in the table provides actual account values and expenses. The "Ending Account Value" is derived from the Fund's actual return, which includes the effect of Fund expenses. 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: 1. Divide your account value by $1,000. IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6. 2. Multiply the result by the number under the heading "Expenses Paid During Period." IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 X $7.50 = $64.50. In this illustration, the estimated expenses paid this period are $64.50. HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS Information in the second line (Hypothetical) for each class in the table can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical "Ending Account Value" is based on the actual expense ratio for each class and an assumed 5% annual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. 22 | Annual Report Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES. Therefore, the second line for each class is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING VALUE 9/1/08 VALUE 2/28/09 PERIOD* 9/1/08-2/28/09 ----------------- -------------- ---------------------- CLASS A Actual $1,000 $ 975.10 $3.04 Hypothetical (5% return before expenses) $1,000 $1,021.72 $3.11 CLASS B Actual $1,000 $ 972.70 $5.72 Hypothetical (5% return before expenses) $1,000 $1,018.99 $5.86 CLASS C Actual $1,000 $ 972.80 $5.72 Hypothetical (5% return before expenses) $1,000 $1,018.99 $5.86 * Expenses are calculated using the most recent six-month expense ratio, annualized for each class (A: 0.62%; B: 1.17%; and C: 1.17%), multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. Annual Report | 23 Franklin Georgia Tax-Free Income Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin Georgia Tax-Free Income Fund seeks to provide as high a level of income exempt from federal and Georgia personal income taxes as is consistent with prudent investing while seeking preservation of capital by investing at least 80% of its total assets in securities that pay interest free from such taxes.(1) CREDIT QUALITY BREAKDOWN* Franklin Georgia Tax-Free Income Fund Based on Total Long-Term Investments as of 2/28/09** (PIE CHART) AAA ..................... 27.3% AA ...................... 34.4% A ....................... 19.6% BBB ..................... 1.2% Below Investment Grade .. 1.0% Not Rated by S&P ........ 16.5% * Standard & Poor's (S&P) is the primary independent rating agency; Moody's is the secondary rating agency. Securities not rated by an independent rating agency are assigned comparable internal ratings. Ratings for securities not rated by S&P are in the table below. ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa -- 1.8% AA or Aa 3.5% -- A 5.9% -- BBB or Baa 4.0% 1.3% ---- --- Total 13.4% 3.1% This annual report for Franklin Georgia Tax-Free Income Fund covers the fiscal year ended February 28, 2009. (1.) For investors subject to alternative minimum tax, a small portion of Fund dividends may be taxable. Distributions of capital gains are generally taxable. To avoid imposition of 28% backup withholding on all Fund distributions and redemption proceeds, U.S. investors must be properly certified on Form W-9 and non-U.S. investors on Form W-8BEN. THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S STATEMENT OF INVESTMENTS (SOI). THE SOI BEGINS ON PAGE 100. 24 | Annual Report DIVIDEND DISTRIBUTIONS* Franklin Georgia Tax-Free Income Fund DIVIDEND PER SHARE ----------------------- MONTH CLASS A CLASS C - ----- ---------- ---------- March 2008 4.10 cents 3.53 cents April 2008 4.10 cents 3.53 cents May 2008 4.10 cents 3.53 cents June 2008 4.20 cents 3.66 cents July 2008 4.20 cents 3.66 cents August 2008 4.20 cents 3.66 cents September 2008 4.20 cents 3.65 cents October 2008 4.20 cents 3.65 cents November 2008 4.20 cents 3.65 cents December 2008 4.20 cents 3.71 cents January 2009 4.20 cents 3.71 cents February 2009 4.20 cents 3.71 cents * Assumes shares were purchased and held for the entire accrual period, which differs from the calendar month. Since dividends accrue daily, your actual distributions will vary depending on the date you purchased your shares and any account activity. All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. PERFORMANCE OVERVIEW The Fund's Class A share price, as measured by net asset value, decreased from $11.36 on February 29, 2008, to $11.24 on February 28, 2009. The Fund's Class A shares paid dividends totaling 49.92 cents per share for the same period.(2) The Performance Summary beginning on page 28 shows that at the end of this reporting period the Fund's Class A shares' distribution rate was 4.29% based on an annualization of the current 4.20 cent per share dividend and the maximum offering price of $11.74 on February 28, 2009. An investor in the 2009 maximum combined effective federal and Georgia personal income tax bracket of 38.90% would need to earn a distribution rate of 7.02% from a taxable investment to match the Fund's Class A tax-free distribution rate. For the Fund's Class C shares' performance, please see the Performance Summary. (2.) All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. 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. PLEASE VISIT FRANKLINTEMPLETON.COM OR CALL (800) 342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. Annual Report | 25 PORTFOLIO BREAKDOWN Franklin Georgia Tax-Free Income Fund 2/28/09 % OF TOTAL LONG-TERM INVESTMENTS* ------------ Utilities 32.4%** Prerefunded 16.6% Subject to Government Appropriations 16.5% General Obligation 11.3% Hospital & Health Care 9.4% Transportation 5.2% Higher Education 4.4% Housing 1.5% Other Revenue 1.3% Tax-Supported 1.1% Corporate-Backed 0.3% * Does not include short-term investments and other net assets. ** The Fund may invest more than 25% in municipal securities that finance similar types of projects such as utilities. A change that affects one project may affect all similar projects, thereby increasing market risk. STATE UPDATE During the reporting period, Georgia's economy slid into a severe economic downturn after years of outpacing the national economy. In 2008, amid the national mortgage crisis, local home prices and sales levels waned, and the state posted one of the highest foreclosure rates in the country. Georgia's once robust job market also declined in 2008, as the state suffered the fourth-largest number of job losses in the nation.(3) At period-end, Georgia's unemployment rate was 9.3%, the highest level in 27 years, compared with the 8.1% national rate.(4) Georgia faced a $2.1 billion gap in its fiscal year 2009 budget, largely as a result of a downturn in revenue collections.(5) The governor planned to address this imbalance by reducing budgetary reserves and expenditures and adjusting onetime revenues. The largest measures included reductions in agency operating budgets, a drawdown of reserves of employer contributions to the state health benefit plan, and deferral of homestead tax relief grants. Georgia maintains conservative financial practices and has a history of responsiveness to budgetary pressures. Its constitution limits growth in appropriations to net projected revenues from existing sources and any unappropriated prior-year surplus. Although growing, the state's debt burden was moderate in relation to national median levels. Georgia's debt per capita was $954 and its debt-to-income ratio was 3.0% compared with the 50-state medians of $889 and 2.6%.(6) Independent credit rating agencies Moody's Investors Service and Standard & Poor's assigned Georgia's general obligation debt Aaa and AAA ratings with stable outlooks.(7) The ratings and outlooks reflected expectations that management will continue to monitor revenue and expenditure trends and take appropriate action to address revenue shortfalls and ensure long-term structural balance. MANAGER'S DISCUSSION We used various investment strategies during the 12 months under review as we sought to maximize tax-free income for shareholders. Please read the discussion on page 6 for details. (3.) Source: Federal Reserve Bank of Atlanta, "The Southeast in 2009: Region Hopes for Turnaround," ECONSOUTH, Vol. 10, No. 4, fourth quarter 2008. (4.) Source: Bureau of Labor Statistics. (5.) Source: Standard & Poor's, "Summary: Georgia; General Obligation," RATINGSDIRECT, 1/29/09. (6.) Source: Moody's Investors Service, "New Issue: Georgia (State of)," 1/29/09. (7.) These do not indicate ratings of the Fund. 26 | Annual Report Thank you for your continued participation in Franklin Georgia Tax-Free Income Fund. We intend to maintain our conservative, buy-and-hold investment strategy as we attempt to provide shareholders with high, current, tax-free income. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF FEBRUARY 28, 2009, 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, STATE, 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. Annual Report | 27 Performance Summary as of 2/28/09 FRANKLIN GEORGIA TAX-FREE INCOME FUND 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. The performance table and graphs do not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund's dividends and capital gain distributions, if any, and any unrealized gains or losses. PRICE AND DISTRIBUTION INFORMATION CLASS A (SYMBOL: FTGAX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.12 $11.24 $11.36 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.4992 CLASS C (SYMBOL: FGAIX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.12 $11.35 $11.47 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.4351 PERFORMANCE CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURNS INCLUDE MAXIMUM SALES CHARGES. CLASS A: 4.25% MAXIMUM INITIAL SALES CHARGE; CLASS C: 1% CONTINGENT DEFERRED SALES CHARGE IN FIRST YEAR ONLY. CLASS A 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------- Cumulative Total Return(1) +3.38% +13.21% +46.93% Average Annual Total Return(2) -0.98% +1.63% +3.47% Avg. Ann. Total Return (3/31/09)(3) -4.09% +1.71% +3.47% Distribution Rate(4) 4.29% Taxable Equivalent Distribution Rate(5) 7.02% 30-Day Standardized Yield(6) 3.82% Taxable Equivalent Yield(5) 6.25% Total Annual Operating Expenses(7) 0.72% CLASS C 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------- Cumulative Total Return(1) +2.78% +10.09% +38.98% Average Annual Total Return(2) +1.79% +1.94% +3.35% Avg. Ann. Total Return (3/31/09)(3) -1.34% +2.04% +3.35% Distribution Rate(4) 3.90% Taxable Equivalent Distribution Rate(5) 6.38% 30-Day Standardized Yield(6) 3.45% Taxable Equivalent Yield(5) 5.65% Total Annual Operating Expenses(7) 1.27% 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, SEE "FUNDS AND PERFORMANCE" AT FRANKLINTEMPLETON.COM OR CALL (800) 342-5236. 28 | Annual Report Performance Summary (CONTINUED) TOTAL RETURN INDEX COMPARISON FOR A HYPOTHETICAL $10,000 INVESTMENT Total return represents the change in value of an investment over the periods shown. It includes any current, applicable, maximum sales charge, Fund expenses, account fees and reinvested distributions. The unmanaged index includes reinvestment of any income or distributions. It differs from the Fund in composition and does not pay management fees or expenses. One cannot invest directly in an index. CLASS A (3/1/99-2/28/09) (PERFORMANCE GRAPH) FRANKLIN GEORGIA BARCLAYS CAPITAL TAX-FREE INCOME MUNICIPAL DATE FUND - CLASS A BOND INDEX CPI - ---------- ---------------- ---------------- ------- 3/1/1999 $ 9,572 $10,000 $10,000 3/31/1999 $ 9,587 $10,014 $10,030 4/30/1999 $ 9,618 $10,039 $10,103 5/31/1999 $ 9,570 $ 9,981 $10,103 6/30/1999 $ 9,442 $ 9,837 $10,103 7/31/1999 $ 9,450 $ 9,873 $10,134 8/31/1999 $ 9,336 $ 9,794 $10,158 9/30/1999 $ 9,311 $ 9,798 $10,207 10/31/1999 $ 9,180 $ 9,692 $10,225 11/30/1999 $ 9,245 $ 9,795 $10,231 12/31/1999 $ 9,162 $ 9,722 $10,231 1/31/2000 $ 9,079 $ 9,679 $10,261 2/29/2000 $ 9,212 $ 9,792 $10,322 3/31/2000 $ 9,429 $10,006 $10,407 4/30/2000 $ 9,386 $ 9,947 $10,413 5/31/2000 $ 9,327 $ 9,895 $10,426 6/30/2000 $ 9,572 $10,157 $10,480 7/31/2000 $ 9,682 $10,299 $10,505 8/31/2000 $ 9,836 $10,457 $10,505 9/30/2000 $ 9,766 $10,403 $10,559 10/31/2000 $ 9,886 $10,516 $10,578 11/30/2000 $ 9,971 $10,596 $10,584 12/31/2000 $10,214 $10,858 $10,578 1/31/2001 $10,273 $10,965 $10,644 2/28/2001 $10,316 $11,000 $10,687 3/31/2001 $10,411 $11,099 $10,711 4/30/2001 $10,304 $10,978 $10,754 5/31/2001 $10,391 $11,097 $10,802 6/30/2001 $10,478 $11,171 $10,821 7/31/2001 $10,629 $11,336 $10,790 8/31/2001 $10,798 $11,523 $10,790 9/30/2001 $10,724 $11,484 $10,839 10/31/2001 $10,876 $11,621 $10,802 11/30/2001 $10,792 $11,523 $10,784 12/31/2001 $10,689 $11,414 $10,742 1/31/2002 $10,824 $11,612 $10,766 2/28/2002 $10,950 $11,752 $10,809 3/31/2002 $10,762 $11,522 $10,869 4/30/2002 $10,898 $11,747 $10,930 5/31/2002 $10,952 $11,818 $10,930 6/30/2002 $11,042 $11,943 $10,936 7/31/2002 $11,171 $12,097 $10,948 8/31/2002 $11,272 $12,242 $10,985 9/30/2002 $11,515 $12,510 $11,003 10/31/2002 $11,275 $12,303 $11,021 11/30/2002 $11,253 $12,252 $11,021 12/31/2002 $11,480 $12,510 $10,997 1/31/2003 $11,458 $12,479 $11,046 2/28/2003 $11,609 $12,653 $11,131 3/31/2003 $11,616 $12,661 $11,198 4/30/2003 $11,739 $12,744 $11,173 5/31/2003 $12,019 $13,043 $11,155 6/30/2003 $12,043 $12,987 $11,167 7/31/2003 $11,545 $12,533 $11,179 8/31/2003 $11,649 $12,626 $11,222 9/30/2003 $11,991 $12,997 $11,258 10/31/2003 $11,897 $12,932 $11,246 11/30/2003 $12,032 $13,067 $11,216 12/31/2003 $12,146 $13,175 $11,204 1/31/2004 $12,240 $13,250 $11,258 2/29/2004 $12,425 $13,450 $11,319 3/31/2004 $12,388 $13,403 $11,392 4/30/2004 $12,077 $13,086 $11,429 5/31/2004 $12,030 $13,038 $11,495 6/30/2004 $12,075 $13,086 $11,532 7/31/2004 $12,233 $13,258 $11,514 8/31/2004 $12,465 $13,524 $11,520 9/30/2004 $12,551 $13,595 $11,544 10/31/2004 $12,680 $13,712 $11,605 11/30/2004 $12,548 $13,599 $11,611 12/31/2004 $12,741 $13,765 $11,568 1/31/2005 $12,924 $13,894 $11,593 2/28/2005 $12,875 $13,848 $11,660 3/31/2005 $12,804 $13,760 $11,751 4/30/2005 $13,010 $13,977 $11,830 5/31/2005 $13,109 $14,076 $11,818 6/30/2005 $13,156 $14,163 $11,824 7/31/2005 $13,106 $14,099 $11,878 8/31/2005 $13,250 $14,242 $11,939 9/30/2005 $13,144 $14,146 $12,085 10/31/2005 $13,060 $14,060 $12,109 11/30/2005 $13,116 $14,127 $12,012 12/31/2005 $13,249 $14,249 $11,964 1/31/2006 $13,272 $14,287 $12,055 2/28/2006 $13,384 $14,383 $12,079 3/31/2006 $13,286 $14,284 $12,146 4/30/2006 $13,288 $14,279 $12,249 5/31/2006 $13,323 $14,343 $12,310 6/30/2006 $13,268 $14,289 $12,334 7/31/2006 $13,392 $14,459 $12,371 8/31/2006 $13,595 $14,673 $12,395 9/30/2006 $13,698 $14,775 $12,334 10/31/2006 $13,779 $14,868 $12,267 11/30/2006 $13,927 $14,992 $12,249 12/31/2006 $13,872 $14,939 $12,267 1/31/2007 $13,838 $14,901 $12,305 2/28/2007 $14,023 $15,097 $12,371 3/31/2007 $13,955 $15,060 $12,483 4/30/2007 $13,991 $15,104 $12,564 5/31/2007 $13,922 $15,038 $12,641 6/30/2007 $13,854 $14,960 $12,666 7/31/2007 $13,960 $15,076 $12,663 8/31/2007 $13,868 $15,011 $12,639 9/30/2007 $14,069 $15,233 $12,674 10/31/2007 $14,128 $15,301 $12,701 11/30/2007 $14,189 $15,398 $12,777 12/31/2007 $14,238 $15,441 $12,768 1/31/2008 $14,333 $15,636 $12,832 2/29/2008 $13,604 $14,920 $12,869 3/31/2008 $14,061 $15,346 $12,980 4/30/2008 $14,290 $15,526 $13,059 5/31/2008 $14,400 $15,620 $13,169 6/30/2008 $14,269 $15,443 $13,302 7/31/2008 $14,271 $15,502 $13,372 8/31/2008 $14,383 $15,683 $13,318 9/30/2008 $13,540 $14,948 $13,300 10/31/2008 $13,423 $14,795 $13,166 11/30/2008 $13,251 $14,842 $12,913 12/31/2008 $13,477 $15,059 $12,780 1/31/2009 $13,877 $15,610 $12,835 2/28/2009 $14,064 $15,692 $12,899 AVERAGE ANNUAL TOTAL RETURN CLASS A 2/28/09 - ------- ------- 1-Year -0.98% 5-Year +1.63% 10-Year +3.47% CLASS C (3/1/99-2/28/09) (PERFORMANCE GRAPH) FRANKLIN GEORGIA BARCLAYS CAPITAL TAX-FREE INCOME MUNICIPAL DATE FUND - CLASS C BOND INDEX CPI - ---------- ---------------- ---------------- ------- 3/1/1999 $10,000 $10,000 $10,000 3/31/1999 $10,012 $10,014 $10,030 4/30/1999 $10,032 $10,039 $10,103 5/31/1999 $ 9,977 $ 9,981 $10,103 6/30/1999 $ 9,840 $ 9,837 $10,103 7/31/1999 $ 9,844 $ 9,873 $10,134 8/31/1999 $ 9,721 $ 9,794 $10,158 9/30/1999 $ 9,690 $ 9,798 $10,207 10/31/1999 $ 9,549 $ 9,692 $10,225 11/30/1999 $ 9,620 $ 9,795 $10,231 12/31/1999 $ 9,521 $ 9,722 $10,231 1/31/2000 $ 9,431 $ 9,679 $10,261 2/29/2000 $ 9,563 $ 9,792 $10,322 3/31/2000 $ 9,783 $10,006 $10,407 4/30/2000 $ 9,735 $ 9,947 $10,413 5/31/2000 $ 9,670 $ 9,895 $10,426 6/30/2000 $ 9,918 $10,157 $10,480 7/31/2000 $10,036 $10,299 $10,505 8/31/2000 $10,181 $10,457 $10,505 9/30/2000 $10,105 $10,403 $10,559 10/31/2000 $10,223 $10,516 $10,578 11/30/2000 $10,307 $10,596 $10,584 12/31/2000 $10,560 $10,858 $10,578 1/31/2001 $10,616 $10,965 $10,644 2/28/2001 $10,655 $11,000 $10,687 3/31/2001 $10,748 $11,099 $10,711 4/30/2001 $10,623 $10,978 $10,754 5/31/2001 $10,716 $11,097 $10,802 6/30/2001 $10,801 $11,171 $10,821 7/31/2001 $10,950 $11,336 $10,790 8/31/2001 $11,119 $11,523 $10,790 9/30/2001 $11,038 $11,484 $10,839 10/31/2001 $11,188 $11,621 $10,802 11/30/2001 $11,097 $11,523 $10,784 12/31/2001 $10,987 $11,414 $10,742 1/31/2002 $11,119 $11,612 $10,766 2/28/2002 $11,242 $11,752 $10,809 3/31/2002 $11,046 $11,522 $10,869 4/30/2002 $11,189 $11,747 $10,930 5/31/2002 $11,229 $11,818 $10,930 6/30/2002 $11,326 $11,943 $10,936 7/31/2002 $11,452 $12,097 $10,948 8/31/2002 $11,549 $12,242 $10,985 9/30/2002 $11,801 $12,510 $11,003 10/31/2002 $11,542 $12,303 $11,021 11/30/2002 $11,505 $12,252 $11,021 12/31/2002 $11,740 $12,510 $10,997 1/31/2003 $11,712 $12,479 $11,046 2/28/2003 $11,861 $12,653 $11,131 3/31/2003 $11,862 $12,661 $11,198 4/30/2003 $11,982 $12,744 $11,173 5/31/2003 $12,269 $13,043 $11,155 6/30/2003 $12,278 $12,987 $11,167 7/31/2003 $11,769 $12,533 $11,179 8/31/2003 $11,867 $12,626 $11,222 9/30/2003 $12,217 $12,997 $11,258 10/31/2003 $12,106 $12,932 $11,246 11/30/2003 $12,246 $13,067 $11,216 12/31/2003 $12,356 $13,175 $11,204 1/31/2004 $12,435 $13,250 $11,258 2/29/2004 $12,627 $13,450 $11,319 3/31/2004 $12,584 $13,403 $11,392 4/30/2004 $12,265 $13,086 $11,429 5/31/2004 $12,212 $13,038 $11,495 6/30/2004 $12,242 $13,086 $11,532 7/31/2004 $12,405 $13,258 $11,514 8/31/2004 $12,632 $13,524 $11,520 9/30/2004 $12,714 $13,595 $11,544 10/31/2004 $12,837 $13,712 $11,605 11/30/2004 $12,699 $13,599 $11,611 12/31/2004 $12,887 $13,765 $11,568 1/31/2005 $13,075 $13,894 $11,593 2/28/2005 $13,009 $13,848 $11,660 3/31/2005 $12,933 $13,760 $11,751 4/30/2005 $13,143 $13,977 $11,830 5/31/2005 $13,237 $14,076 $11,818 6/30/2005 $13,278 $14,163 $11,824 7/31/2005 $13,222 $14,099 $11,878 8/31/2005 $13,359 $14,242 $11,939 9/30/2005 $13,248 $14,146 $12,085 10/31/2005 $13,147 $14,060 $12,109 11/30/2005 $13,207 $14,127 $12,012 12/31/2005 $13,333 $14,249 $11,964 1/31/2006 $13,339 $14,287 $12,055 2/28/2006 $13,455 $14,383 $12,079 3/31/2006 $13,340 $14,284 $12,146 4/30/2006 $13,336 $14,279 $12,249 5/31/2006 $13,375 $14,343 $12,310 6/30/2006 $13,304 $14,289 $12,334 7/31/2006 $13,432 $14,459 $12,371 8/31/2006 $13,628 $14,673 $12,395 9/30/2006 $13,724 $14,775 $12,334 10/31/2006 $13,798 $14,868 $12,267 11/30/2006 $13,950 $14,992 $12,249 12/31/2006 $13,889 $14,939 $12,267 1/31/2007 $13,849 $14,901 $12,305 2/28/2007 $14,014 $15,097 $12,371 3/31/2007 $13,952 $15,060 $12,483 4/30/2007 $13,970 $15,104 $12,564 5/31/2007 $13,896 $15,038 $12,641 6/30/2007 $13,822 $14,960 $12,666 7/31/2007 $13,920 $15,076 $12,663 8/31/2007 $13,823 $15,011 $12,639 9/30/2007 $14,026 $15,233 $12,674 10/31/2007 $14,067 $15,301 $12,701 11/30/2007 $14,132 $15,398 $12,777 12/31/2007 $14,161 $15,441 $12,768 1/31/2008 $14,261 $15,636 $12,832 2/29/2008 $13,525 $14,920 $12,869 3/31/2008 $13,979 $15,346 $12,980 4/30/2008 $14,198 $15,526 $13,059 5/31/2008 $14,299 $15,620 $13,169 6/30/2008 $14,164 $15,443 $13,302 7/31/2008 $14,160 $15,502 $13,372 8/31/2008 $14,252 $15,683 $13,318 9/30/2008 $13,430 $14,948 $13,300 10/31/2008 $13,296 $14,795 $13,166 11/30/2008 $13,109 $14,842 $12,913 12/31/2008 $13,336 $15,059 $12,780 1/31/2009 $13,734 $15,610 $12,835 2/28/2009 $13,898 $15,692 $12,899 AVERAGE ANNUAL TOTAL RETURN CLASS C 2/28/09 - ------- ------- 1-Year +1.79% 5-Year +1.94% 10-Year +3.35% Annual Report | 29 Performance Summary (CONTINUED) ENDNOTES BECAUSE MUNICIPAL BONDS ARE SENSITIVE TO INTEREST RATE MOVEMENTS, THE FUND'S YIELD AND SHARE PRICE WILL FLUCTUATE WITH MARKET CONDITIONS. BOND PRICES GENERALLY MOVE IN THE OPPOSITE DIRECTION OF INTEREST RATES. THUS, AS PRICES OF BONDS IN THE FUND ADJUST TO A RISE IN INTEREST RATES, THE FUND'S SHARE PRICE MAY DECLINE. SINCE THE FUND CONCENTRATES ITS INVESTMENTS IN A SINGLE STATE, IT IS SUBJECT TO GREATER RISK OF ADVERSE ECONOMIC AND REGULATORY CHANGES IN THAT STATE THAN A GEOGRAPHICALLY DIVERSIFIED FUND. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. CLASS C: Prior to 1/1/04, these shares were offered with an initial sales charge; thus actual total returns would have differed. These shares have higher annual fees and expenses than Class A shares. (1.) Cumulative total return represents the change in value of an investment over the periods indicated. (2.) Average annual total return represents the average annual change in value of an investment over the periods indicated. (3.) In accordance with SEC rules, we provide standardized average annual total return information through the latest calendar quarter. (4.) Distribution rate is based on an annualization of the respective class's current monthly dividend and the maximum offering price (NAV for Class C) per share on 2/28/09. (5.) Taxable equivalent distribution rate and yield assume the published rates as of 12/29/08 for the maximum combined effective federal and Georgia personal income tax rate of 38.90%, based on the federal income tax rate of 35.00%. (6.) Yield, calculated as required by the SEC, is based on the earnings of the Fund's portfolio for the month ended 2/28/09. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. (8.) Source: (C) 2009 Morningstar. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. All bonds included have a minimum credit rating of at least Baa3/BBB-. They must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be dated after 12/31/90, and must be at least one year from their maturity date. Remarketed issues, taxable municipal bonds, bonds with floating rates and derivatives are excluded from the index. The index has four main bond sectors: general obligation, revenue, insured and prerefunded. The Consumer Price Index (CPI), calculated by the U.S. Bureau of Labor Statistics, is a commonly used measure of the inflation rate. 30 | Annual Report Your Fund's Expenses FRANKLIN GEORGIA TAX-FREE INCOME FUND As a Fund shareholder, you can incur two types of costs: - - Transaction costs, including sales charges (loads) on Fund purchases; and - - 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 following table 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 first line (Actual) for each share class listed in the table provides actual account values and expenses. The "Ending Account Value" is derived from the Fund's actual return, which includes the effect of Fund expenses. 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: 1. Divide your account value by $1,000. IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6. 2. Multiply the result by the number under the heading "Expenses Paid During Period." IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 X $7.50 = $64.50. In this illustration, the estimated expenses paid this period are $64.50. HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS Information in the second line (Hypothetical) for each class in the table can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical "Ending Account Value" is based on the actual expense ratio for each class and an assumed 5% annual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. Annual Report | 31 Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES. Therefore, the second line for each class is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING VALUE 9/1/08 VALUE 2/28/09 PERIOD* 9/1/08-2/28/09 ----------------- -------------- ---------------------- CLASS A Actual $1,000 $ 977.80 $3.43 Hypothetical (5% return before expenses) $1,000 $1,021.32 $3.51 CLASS C Actual $1,000 $ 975.30 $6.12 Hypothetical (5% return before expenses) $1,000 $1,018.60 $6.26 * Expenses are calculated using the most recent six-month expense ratio, annualized for each class (A: 0.70% and C: 1.25%), multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. 32 | Annual Report Franklin Kentucky Tax-Free Income Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin Kentucky Tax-Free Income Fund seeks to provide as high a level of income exempt from federal and Kentucky personal income taxes as is consistent with prudent investing while seeking preservation of capital by investing at least 80% of its total assets in securities that pay interest free from such taxes.(1) 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. PLEASE VISIT FRANKLINTEMPLETON.COM OR CALL (800) 342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. CREDIT QUALITY BREAKDOWN* Franklin Kentucky Tax-Free Income Fund 2/28/09 % OF TOTAL RATINGS LONG-TERM INVESTMENTS** - ------- ----------------------- AAA 18.3% AA 29.7% A 15.2% BBB 9.8% Below Investment Grade 0.9% Not Rated by S&P 26.1% * Standard & Poor's (S&P) is the primary independent rating agency; Moody's is the secondary rating agency. Securities not rated by an independent rating agency are assigned comparable internal ratings. Ratings for securities not rated by S&P are in the table below. ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AA or Aa 15.0% -- A 5.3% 0.7% BBB or Baa 4.4% 0.7% ---- --- Total 24.7% 1.4% This annual report for Franklin Kentucky Tax-Free Income Fund covers the fiscal year ended February 28, 2009. PERFORMANCE OVERVIEW The Fund's Class A share price, as measured by net asset value, decreased from $10.57 on February 29, 2008, to $10.50 on February 28, 2009. The Fund's (1.) For investors subject to alternative minimum tax, a small portion of Fund dividends may be taxable. Distributions of capital gains are generally taxable. To avoid imposition of 28% backup withholding on all Fund distributions and redemption proceeds, U.S. investors must be properly certified on Form W-9 and non-U.S. investors on Form W-8BEN. THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S STATEMENT OF INVESTMENTS (SOI). THE SOI BEGINS ON PAGE 105. Annual Report | 33 DIVIDEND DISTRIBUTIONS* Franklin Kentucky Tax-Free Income Fund Class A MONTH DIVIDEND PER SHARE - ----- ------------------ March 2008 3.75 cents April 2008 3.75 cents May 2008 3.75 cents June 2008 3.85 cents July 2008 3.85 cents August 2008 3.85 cents September 2008 3.95 cents October 2008 3.95 cents November 2008 3.95 cents December 2008 3.95 cents January 2009 3.95 cents February 2009 3.95 cents * Assumes shares were purchased and held for the entire accrual period, which differs from the calendar month. Since dividends accrue daily, your actual distributions will vary depending on the date you purchased your shares and any account activity. All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. Class A shares paid dividends totaling 46.19 cents per share for the same period.(2) The Performance Summary beginning on page 36 shows that at the end of this reporting period the Fund's Class A shares' distribution rate was 4.32%. An investor in the 2009 maximum combined effective federal and Kentucky personal income tax bracket of 38.90% would need to earn a distribution rate of 7.07% from a taxable investment to match the Fund's Class A tax-free distribution rate. COMMONWEALTH UPDATE Kentucky seemed little affected by the national recession until the third quarter of 2008. The commonwealth's economy usually lags the nation in total employment, population and personal income growth and was not hit by the auto job losses and the effects of the housing downturn as soon as other parts of the country. In September 2008, Kentucky began reporting negative year-over-year employment growth, mainly in the manufacturing sector. By period-end, the commonwealth's 9.2% unemployment rate was higher than the national rate of 8.1%, reflecting job losses in the construction, manufacturing, trade, transportation and utilities sectors.(3) The slowing economy contributed to weaker-than-expected collections of sales and income tax revenue. This underperformance forced Kentucky to issue a downwardly revised general fund revenue projection indicating a $456 million shortfall.(4) In response, the commonwealth reduced expenditures, increased tobacco and liquor taxes and transferred funds. Kentucky relies on lease-supported debt for the majority of its net tax-supported debt and strives to limit debt service to 6% of total state revenues, a goal it has consistently achieved over the past 10 years. However, relative to national medians, the commonwealth's 2008 debt levels were high at 4.7% as a percentage of personal income, compared with the 2.6% national median, and $1,381 per capita, compared with the $889 national median.(4) Independent credit rating agency Moody's Investors Service assigned Kentucky an issuer credit rating of Aa3 with a negative outlook.(5) The rating and outlook reflected the commonwealth's weakened economic and financial condition, which led to projected budget shortfalls in the current fiscal year and upcoming (2.) All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. (3.) Source: Bureau of Labor Statistics. (4.) Source: Moody's Investors Service, "New Issue: Kentucky (Commonwealth of)," 2/19/09. (5.) This does not indicate Moody's rating of the Fund. 34 | Annual Report biennium. Kentucky addressed these shortfalls largely by using one-time resources including a drawdown of reserve balances. However, based on Kentucky's history of active financial management, Moody's expected the commonwealth to work toward stabilizing its fiscal condition and restoring structural budget balance. MANAGER'S DISCUSSION We used various investment strategies during the 12 months under review as we sought to maximize tax-free income for shareholders. Please read the discussion on page 6 for details. Thank you for your continued participation in Franklin Kentucky Tax-Free Income Fund. We intend to maintain our conservative, buy-and-hold investment strategy as we attempt to provide shareholders with high, current, tax-free income. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF FEBRUARY 28, 2009, 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, STATE, 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. PORTFOLIO BREAKDOWN Franklin Kentucky Tax-Free Income Fund 2/28/09 % OF TOTAL LONG-TERM INVESTMENTS* ---------------------- Utilities 30.4%** Subject to Government Appropriations 24.6% Prerefunded 14.1% General Obligation 9.2% Higher Education 7.1% Hospital & Health Care 6.4% Transportation 3.3% Other Revenue 2.7% Housing 1.2% Tax-Supported 1.0% * Does not include short-term investments and other net assets. ** The Fund may invest more than 25% in municipal securities that finance similar types of projects such as utilities. A change that affects one project may affect all similar projects, thereby increasing market risk. Annual Report | 35 Performance Summary as of 2/28/09 FRANKLIN KENTUCKY TAX-FREE INCOME FUND Your dividend income will vary depending on dividends or interest paid by securities in the Fund's portfolio, adjusted for operating expenses. Capital gain distributions are net profits realized from the sale of portfolio securities. The performance table and graph do not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund's dividends and capital gain distributions, if any, and any unrealized gains or losses. PRICE AND DISTRIBUTION INFORMATION CLASS A (SYMBOL: FRKYX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.07 $10.50 $10.57 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.4619 PERFORMANCE(1) CUMULATIVE TOTAL RETURN EXCLUDES THE SALES CHARGE. AVERAGE ANNUAL TOTAL RETURNS INCLUDE THE MAXIMUM SALES CHARGE. CLASS A: 4.25% MAXIMUM INITIAL SALES CHARGE. CLASS A 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------- ------- Cumulative Total Return(2) +3.76% +12.33% +44.41% Average Annual Total Return(3) -0.65% +1.47% +3.29% Avg. Ann. Total Return (3/31/09)(4) -3.17% +1.60% +3.33% Distribution Rate(5) 4.32% Taxable Equivalent Distribution Rate(6) 7.07% 30-Day Standardized Yield(7) 4.00% Taxable Equivalent Yield(6) 6.55% Total Annual Operating Expenses(8) 0.76% 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, SEE "FUNDS AND PERFORMANCE" AT FRANKLINTEMPLETON.COM OR CALL (800) 342-5236. 36 | Annual Report Performance Summary (CONTINUED) TOTAL RETURN INDEX COMPARISON FOR A HYPOTHETICAL $10,000 INVESTMENT(1) Total return represents the change in value of an investment over the periods shown. It includes the current maximum sales charge, Fund expenses, account fees and reinvested distributions. The unmanaged index includes reinvestment of any income or distributions. It differs from the Fund in composition and does not pay management fees or expenses. One cannot invest directly in an index. CLASS A (3/1/99-2/28/09) (PERFORMANCE GRAPH) FRANKLIN KENTUCKY TAX-FREE INCOME FUND BARCLAYS CAPITAL DATE - CLASS A MUNICIPAL BOND INDEX CPI - ---------- -------------------- -------------------- ------- 3/1/1999 $ 9,574 $10,000 $10,000 3/31/1999 $ 9,598 $10,014 $10,030 4/30/1999 $ 9,613 $10,039 $10,103 5/31/1999 $ 9,562 $ 9,981 $10,103 6/30/1999 $ 9,425 $ 9,837 $10,103 7/31/1999 $ 9,432 $ 9,873 $10,134 8/31/1999 $ 9,311 $ 9,794 $10,158 9/30/1999 $ 9,292 $ 9,798 $10,207 10/31/1999 $ 9,145 $ 9,692 $10,225 11/30/1999 $ 9,212 $ 9,795 $10,231 12/31/1999 $ 9,123 $ 9,722 $10,231 1/31/2000 $ 9,043 $ 9,679 $10,261 2/29/2000 $ 9,174 $ 9,792 $10,322 3/31/2000 $ 9,401 $10,006 $10,407 4/30/2000 $ 9,302 $ 9,947 $10,413 5/31/2000 $ 9,194 $ 9,895 $10,426 6/30/2000 $ 9,451 $10,157 $10,480 7/31/2000 $ 9,611 $10,299 $10,505 8/31/2000 $ 9,772 $10,457 $10,505 9/30/2000 $ 9,698 $10,403 $10,559 10/31/2000 $ 9,814 $10,516 $10,578 11/30/2000 $ 9,904 $10,596 $10,584 12/31/2000 $10,178 $10,858 $10,578 1/31/2001 $10,222 $10,965 $10,644 2/28/2001 $10,248 $11,000 $10,687 3/31/2001 $10,348 $11,099 $10,711 4/30/2001 $10,215 $10,978 $10,754 5/31/2001 $10,325 $11,097 $10,802 6/30/2001 $10,426 $11,171 $10,821 7/31/2001 $10,584 $11,336 $10,790 8/31/2001 $10,743 $11,523 $10,790 9/30/2001 $10,625 $11,484 $10,839 10/31/2001 $10,776 $11,621 $10,802 11/30/2001 $10,696 $11,523 $10,784 12/31/2001 $10,583 $11,414 $10,742 1/31/2002 $10,741 $11,612 $10,766 2/28/2002 $10,871 $11,752 $10,809 3/31/2002 $10,699 $11,522 $10,869 4/30/2002 $10,869 $11,747 $10,930 5/31/2002 $10,933 $11,818 $10,930 6/30/2002 $11,055 $11,943 $10,936 7/31/2002 $11,178 $12,097 $10,948 8/31/2002 $11,282 $12,242 $10,985 9/30/2002 $11,486 $12,510 $11,003 10/31/2002 $11,250 $12,303 $11,021 11/30/2002 $11,213 $12,252 $11,021 12/31/2002 $11,461 $12,510 $10,997 1/31/2003 $11,412 $12,479 $11,046 2/28/2003 $11,567 $12,653 $11,131 3/31/2003 $11,559 $12,661 $11,198 4/30/2003 $11,623 $12,744 $11,173 5/31/2003 $11,903 $13,043 $11,155 6/30/2003 $11,863 $12,987 $11,167 7/31/2003 $11,386 $12,533 $11,179 8/31/2003 $11,492 $12,626 $11,222 9/30/2003 $11,881 $12,997 $11,258 10/31/2003 $11,810 $12,932 $11,246 11/30/2003 $11,938 $13,067 $11,216 12/31/2003 $12,056 $13,175 $11,204 1/31/2004 $12,121 $13,250 $11,258 2/29/2004 $12,314 $13,450 $11,319 3/31/2004 $12,305 $13,403 $11,392 4/30/2004 $11,995 $13,086 $11,429 5/31/2004 $11,910 $13,038 $11,495 6/30/2004 $11,965 $13,086 $11,532 7/31/2004 $12,138 $13,258 $11,514 8/31/2004 $12,345 $13,524 $11,520 9/30/2004 $12,477 $13,595 $11,544 10/31/2004 $12,543 $13,712 $11,605 11/30/2004 $12,454 $13,599 $11,611 12/31/2004 $12,620 $13,765 $11,568 1/31/2005 $12,775 $13,894 $11,593 2/28/2005 $12,742 $13,848 $11,660 3/31/2005 $12,674 $13,760 $11,751 4/30/2005 $12,887 $13,977 $11,830 5/31/2005 $12,965 $14,076 $11,818 6/30/2005 $13,021 $14,163 $11,824 7/31/2005 $12,975 $14,099 $11,878 8/31/2005 $13,100 $14,242 $11,939 9/30/2005 $13,019 $14,146 $12,085 10/31/2005 $12,937 $14,060 $12,109 11/30/2005 $12,993 $14,127 $12,012 12/31/2005 $13,118 $14,249 $11,964 1/31/2006 $13,139 $14,287 $12,055 2/28/2006 $13,253 $14,383 $12,079 3/31/2006 $13,158 $14,284 $12,146 4/30/2006 $13,145 $14,279 $12,249 5/31/2006 $13,190 $14,343 $12,310 6/30/2006 $13,164 $14,289 $12,334 7/31/2006 $13,291 $14,459 $12,371 8/31/2006 $13,467 $14,673 $12,395 9/30/2006 $13,559 $14,775 $12,334 10/31/2006 $13,641 $14,868 $12,267 11/30/2006 $13,770 $14,992 $12,249 12/31/2006 $13,719 $14,939 $12,267 1/31/2007 $13,692 $14,901 $12,305 2/28/2007 $13,858 $15,097 $12,371 3/31/2007 $13,806 $15,060 $12,483 4/30/2007 $13,840 $15,104 $12,564 5/31/2007 $13,775 $15,038 $12,641 6/30/2007 $13,699 $14,960 $12,666 7/31/2007 $13,782 $15,076 $12,663 8/31/2007 $13,668 $15,011 $12,639 9/30/2007 $13,875 $15,233 $12,674 10/31/2007 $13,947 $15,301 $12,701 11/30/2007 $13,981 $15,398 $12,777 12/31/2007 $13,991 $15,441 $12,768 1/31/2008 $14,063 $15,636 $12,832 2/29/2008 $13,330 $14,920 $12,869 3/31/2008 $13,768 $15,346 $12,980 4/30/2008 $14,005 $15,526 $13,059 5/31/2008 $14,116 $15,620 $13,169 6/30/2008 $14,012 $15,443 $13,302 7/31/2008 $13,985 $15,502 $13,372 8/31/2008 $14,098 $15,683 $13,318 9/30/2008 $13,375 $14,948 $13,300 10/31/2008 $13,170 $14,795 $13,166 11/30/2008 $13,116 $14,842 $12,913 12/31/2008 $13,221 $15,059 $12,780 1/31/2009 $13,612 $15,610 $12,835 2/28/2009 $13,826 $15,692 $12,899 AVERAGE ANNUAL TOTAL RETURN CLASS A 2/28/09 - ------- ------- 1-Year -0.65% 5-Year +1.47% 10-Year +3.29% Annual Report | 37 Performance Summary (CONTINUED) ENDNOTES BECAUSE MUNICIPAL BONDS ARE SENSITIVE TO INTEREST RATE MOVEMENTS, THE FUND'S YIELD AND SHARE PRICE WILL FLUCTUATE WITH MARKET CONDITIONS. BOND PRICES GENERALLY MOVE IN THE OPPOSITE DIRECTION OF INTEREST RATES. THUS, AS PRICES OF BONDS IN THE FUND ADJUST TO A RISE IN INTEREST RATES, THE FUND'S SHARE PRICE MAY DECLINE. SINCE THE FUND CONCENTRATES ITS INVESTMENTS IN A SINGLE STATE, IT IS SUBJECT TO GREATER RISK OF ADVERSE ECONOMIC AND REGULATORY CHANGES IN THAT STATE THAN A GEOGRAPHICALLY DIVERSIFIED FUND. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. (1.) Past expense reductions by the Fund's manger increased the Fund's total returns. Without these reductions, the Fund's total returns would have been lower. (2.) Cumulative total return represents the change in value of an investment over the periods indicated. (3.) Average annual total return represents the average annual change in value of an investment over the periods indicated. (4.) In accordance with SEC rules, we provide standardized average annual total return information through the latest calendar quarter. (5.) Distribution rate is based on an annualization of the 3.95 cent per share current monthly dividend and the maximum offering price of $10.97 per share on 2/28/09. (6.) Taxable equivalent distribution rate and yield assume the published rates as of 12/29/08 for the maximum combined effective federal and Kentucky personal income tax rate of 38.90%, based on the federal income tax rate of 35.00%. (7.) Yield, calculated as required by the SEC, is based on the earnings of the Fund's portfolio for the month ended 2/28/09. (8.) Figures are as stated in the Fund's prospectus current as of the date of this report. (9.) Source: (C) 2009 Morningstar. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. All bonds included have a minimum credit rating of at least Baa3/BBB-. They must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be dated after 12/31/90, and must be at least one year from their maturity date. Remarketed issues, taxable municipal bonds, bonds with floating rates and derivatives are excluded from the index. The index has four main bond sectors: general obligation, revenue, insured and prerefunded. The Consumer Price Index (CPI), calculated by the U.S. Bureau of Labor Statistics, is a commonly used measure of the inflation rate. 38 | Annual Report Your Fund's Expenses FRANKLIN KENTUCKY TAX-FREE INCOME FUND As a Fund shareholder, you can incur two types of costs: - - Transaction costs, including sales charges (loads) on Fund purchases; and - - 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 following table 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 first line (Actual) for each share class listed in the table provides actual account values and expenses. The "Ending Account Value" is derived from the Fund's actual return, which includes the effect of Fund expenses. 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: 1. Divide your account value by $1,000. IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6. 2. Multiply the result by the number under the heading "Expenses Paid During Period." IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 X $7.50 = $64.50. In this illustration, the estimated expenses paid this period are $64.50. HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS Information in the second line (Hypothetical) for each class in the table can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical "Ending Account Value" is based on the actual expense ratio for each class and an assumed 5% annual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. Annual Report | 39 Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES. Therefore, the second line for each class is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING CLASS A VALUE 9/1/08 VALUE 2/28/09 PERIOD* 9/1/08-2/28/09 - ------- ----------------- -------------- ---------------------- Actual $1,000 $ 981.00 $3.78 Hypothetical (5% return before expenses) $1,000 $1,020.98 $3.86 * Expenses are calculated using the most recent six-month annualized expense ratio of 0.77%, multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. 40 | Annual Report Franklin Louisiana Tax-Free Income Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin Louisiana Tax-Free Income Fund seeks to provide as high a level of income exempt from federal and Louisiana personal income taxes as is consistent with prudent investing while seeking preservation of capital by investing at least 80% of its total assets in securities that pay interest free from such taxes.(1) 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. PLEASE VISIT FRANKLINTEMPLETON.COM OR CALL (800) 342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. CREDIT QUALITY BREAKDOWN* Franklin Louisiana Tax-Free Income Fund 2/28/09 % OF TOTAL LONG-TERM RATINGS INVESTMENTS** - ------- ------------- AAA 17.3% AA 22.0% A 35.9% BBB 10.3% Below Investment Grade 0.6% Not Rated by S&P 13.9% * Standard & Poor's (S&P) is the primary independent rating agency; Moody's is the secondary rating agency. Securities not rated by an independent rating agency are assigned comparable internal ratings. Ratings for securities not rated by S&P are in the table below. ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa 3.9% 0.7% A 2.0% -- BBB or Baa 5.1% 2.2% ---- --- Total 11.0% 2.9% This annual report for Franklin Louisiana Tax-Free Income Fund covers the fiscal year ended February 28, 2009. PERFORMANCE OVERVIEW The Fund's Class A share price, as measured by net asset value, decreased from $10.74 on February 29, 2008, to $10.43 on February 28, 2009. The Fund's 1. For investors subject to alternative minimum tax, a small portion of Fund dividends may be taxable. Distributions of capital gains are generally taxable. To avoid imposition of 28% backup withholding on all Fund distributions and redemption proceeds, U.S. investors must be properly certified on Form W-9 and non-U.S. investors on Form W-8BEN. THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S STATEMENT OF INVESTMENTS (SOI). THE SOI BEGINS ON PAGE 110. Annual Report | 41 DIVIDEND DISTRIBUTIONS* Franklin Louisiana Tax-Free Income Fund DIVIDEND PER SHARE ----------------------- MONTH CLASS A CLASS C - ----- ---------- ---------- March 2008 3.94 cents 3.40 cents April 2008 3.94 cents 3.40 cents May 2008 3.94 cents 3.40 cents June 2008 3.99 cents 3.47 cents July 2008 3.99 cents 3.47 cents August 2008 3.99 cents 3.47 cents September 2008 3.99 cents 3.44 cents October 2008 3.99 cents 3.44 cents November 2008 3.99 cents 3.44 cents December 2008 3.99 cents 3.61 cents January 2009 3.99 cents 3.61 cents February 2009 3.99 cents 3.61 cents * Assumes shares were purchased and held for the entire accrual period, which differs from the calendar month. Since dividends accrue daily, your actual distributions will vary depending on the date you purchased your shares and any account activity. All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. Class A shares paid dividends totaling 47.38 cents per share for the same period.(2) The Performance Summary beginning on page 44 shows that at the end of this reporting period the Fund's Class A shares' distribution rate was 4.40% based on an annualization of the current 3.99 cent per share dividend and the maximum offering price of $10.89 on February 28, 2009. An investor in the 2009 maximum combined effective federal and Louisiana personal income tax bracket of 38.90% would need to earn a distribution rate of 7.20% from a taxable investment to match the Fund's Class A tax-free distribution rate. For the Fund's Class C shares' performance, please see the Performance Summary. STATE UPDATE Louisiana's economic and fiscal recovery suffered setbacks during the period under review. After a period of growth largely fueled by an unprecedented rise in energy prices, the state's energy-reliant revenues were hit hard by the combined effects of the sudden downturn in oil prices and the damage caused by 2. All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. 42 | Annual Report Hurricanes Ike and Gustav. At the beginning of the reporting period, global economic growth slowed, triggering a rapid sell-off of oil futures contracts and a sharp decline in prices. The two consecutive hurricanes devastated the state's energy production and refining infrastructure and disrupted refining operations. These events contributed to higher unemployment. At period-end, Louisiana's unemployment rate was 5.7%, compared with the 8.1% national rate.(3) Louisiana's economic growth during the reporting period was modest compared to recent past years in which the state's coffers swelled with revenue derived from the oil industry and the Hurricane Katrina recovery effort. In fiscal year 2008, Louisiana experienced 3.1% fiscal growth, mainly resulting from the nation's high oil prices.(4) Collections of sales and personal and corporate income taxes either declined or were flat. The state announced that it will face a $2 billion shortfall in fiscal year 2010 caused by plummeting energy prices and the national economic slowdown.(5) Independent credit rating agency Standard & Poor's issued Louisiana an A+ general obligation bond rating with a stable outlook.(6) The rating and outlook reflected the state's revenue performance and budget discipline. MANAGER'S DISCUSSION We used various investment strategies during the 12 months under review as we sought to maximize tax-free income for shareholders. Please read the discussion on page 6 for details. Thank you for your continued participation in Franklin Louisiana Tax-Free Income Fund. We intend to maintain our conservative, buy-and-hold investment strategy as we attempt to provide shareholders with high, current, tax-free income. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF FEBRUARY 28, 2009, 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, STATE, 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. (3.) Source: Bureau of Labor Statistics. (4.) Source: Moody's Investors Service, "Rating Update: Louisiana (State of)," 11/3/08. (5.) Source: Moller, Jan, "Louisiana Faces $2 Billion Shortfall Next Year; $345 Million Deficit in Current Budget," THE TIMES-PICAYUNE, 12/15/08. (6.) This does not indicate Standard & Poor's rating of the Fund. PORTFOLIO BREAKDOWN Franklin Louisiana Tax-Free Income Fund 2/28/09 % OF TOTAL LONG-TERM INVESTMENTS* ------------ Tax-Supported 16.3% Utilities 15.4% Subject to Government Appropriations 11.3% Transportation 10.1% General Obligation 9.4% Prerefunded 8.2% Other Revenue 7.6% Hospital & Health Care 7.2% Higher Education 6.4% Housing 6.0% Corporate-Backed 2.1% * Does not include short-term investments and other net assets. Annual Report | 43 Performance Summary as of 2/28/09 FRANKLIN LOUISIANA TAX-FREE INCOME FUND 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. The performance table and graphs do not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund's dividends and capital gain distributions, if any, and any unrealized gains or losses. PRICE AND DISTRIBUTION INFORMATION CLASS A (SYMBOL: FKLAX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.31 $10.43 $10.74 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.4738 CLASS C (SYMBOL: FLAIX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.31 $10.54 $10.85 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.4148 PERFORMANCE CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURNS INCLUDE MAXIMUM SALES CHARGES. CLASS A: 4.25% MAXIMUM INITIAL SALES CHARGE; CLASS C: 1% CONTINGENT DEFERRED SALES CHARGE IN FIRST YEAR ONLY. CLASS A 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------- Cumulative Total Return(1) +1.53% +9.57% +43.47% Average Annual Total Return(2) -2.82% +0.97% +3.23% Avg. Ann. Total Return (3/31/09)(3) -5.76% +1.04% +3.22% Distribution Rate(4) 4.40% Taxable Equivalent Distribution Rate(5) 7.20% 30-Day Standardized Yield(6) 4.27% Taxable Equivalent Yield(5) 6.99% Total Annual Operating Expenses(7) 0.71% CLASS C 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------- Cumulative Total Return(1) +0.96% +6.59% +35.83% Average Annual Total Return(2) -0.01% +1.28% +3.11% Avg. Ann. Total Return (3/31/09)(3) -3.05% +1.38% +3.11% Distribution Rate(4) 4.04% Taxable Equivalent Distribution Rate(5) 6.61% 30-Day Standardized Yield(6) 3.92% Taxable Equivalent Yield(5) 6.42% Total Annual Operating Expenses(7) 1.26% 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, SEE "FUNDS AND PERFORMANCE" AT FRANKLINTEMPLETON.COM OR CALL (800) 342-5236. 44 | Annual Report Performance Summary (CONTINUED) TOTAL RETURN INDEX COMPARISON FOR A HYPOTHETICAL $10,000 INVESTMENT Total return represents the change in value of an investment over the periods shown. It includes any current, applicable, maximum sales charge, Fund expenses, account fees and reinvested distributions. The unmanaged index includes reinvestment of any income or distributions. It differs from the Fund in composition and does not pay management fees or expenses. One cannot invest directly in an index. CLASS A (3/1/99-2/28/09) (PERFORMANCE GRAPH) FRANKLIN LOUISIANA BARCLAYS CAPITAL TAX-FREE INCOME MUNICIPAL DATE FUND - CLASS A BOND INDEX CPI - ---- ------------------ ---------------- ------- 3/1/1999 $ 9,579 $10,000 $10,000 3/31/1999 $ 9,602 $10,014 $10,030 4/30/1999 $ 9,626 $10,039 $10,103 5/31/1999 $ 9,575 $ 9,981 $10,103 6/30/1999 $ 9,449 $ 9,837 $10,103 7/31/1999 $ 9,448 $ 9,873 $10,134 8/31/1999 $ 9,320 $ 9,794 $10,158 9/30/1999 $ 9,311 $ 9,798 $10,207 10/31/1999 $ 9,165 $ 9,692 $10,225 11/30/1999 $ 9,241 $ 9,795 $10,231 12/31/1999 $ 9,154 $ 9,722 $10,231 1/31/2000 $ 9,076 $ 9,679 $10,261 2/29/2000 $ 9,196 $ 9,792 $10,322 3/31/2000 $ 9,422 $10,006 $10,407 4/30/2000 $ 9,360 $ 9,947 $10,413 5/31/2000 $ 9,298 $ 9,895 $10,426 6/30/2000 $ 9,536 $10,157 $10,480 7/31/2000 $ 9,659 $10,299 $10,505 8/31/2000 $ 9,810 $10,457 $10,505 9/30/2000 $ 9,764 $10,403 $10,559 10/31/2000 $ 9,879 $10,516 $10,578 11/30/2000 $ 9,987 $10,596 $10,584 12/31/2000 $10,230 $10,858 $10,578 1/31/2001 $10,274 $10,965 $10,644 2/28/2001 $10,310 $11,000 $10,687 3/31/2001 $10,390 $11,099 $10,711 4/30/2001 $10,287 $10,978 $10,754 5/31/2001 $10,396 $11,097 $10,802 6/30/2001 $10,459 $11,171 $10,821 7/31/2001 $10,634 $11,336 $10,790 8/31/2001 $10,791 $11,523 $10,790 9/30/2001 $10,750 $11,484 $10,839 10/31/2001 $10,918 $11,621 $10,802 11/30/2001 $10,849 $11,523 $10,784 12/31/2001 $10,731 $11,414 $10,742 1/31/2002 $10,881 $11,612 $10,766 2/28/2002 $11,003 $11,752 $10,809 3/31/2002 $10,825 $11,522 $10,869 4/30/2002 $11,005 $11,747 $10,930 5/31/2002 $11,051 $11,818 $10,930 6/30/2002 $11,164 $11,943 $10,936 7/31/2002 $11,288 $12,097 $10,948 8/31/2002 $11,383 $12,242 $10,985 9/30/2002 $11,617 $12,510 $11,003 10/31/2002 $11,434 $12,303 $11,021 11/30/2002 $11,400 $12,252 $11,021 12/31/2002 $11,617 $12,510 $10,997 1/31/2003 $11,592 $12,479 $11,046 2/28/2003 $11,720 $12,653 $11,131 3/31/2003 $11,736 $12,661 $11,198 4/30/2003 $11,823 $12,744 $11,173 5/31/2003 $12,094 $13,043 $11,155 6/30/2003 $12,047 $12,987 $11,167 7/31/2003 $11,608 $12,533 $11,179 8/31/2003 $11,736 $12,626 $11,222 9/30/2003 $12,083 $12,997 $11,258 10/31/2003 $11,993 $12,932 $11,246 11/30/2003 $12,112 $13,067 $11,216 12/31/2003 $12,221 $13,175 $11,204 1/31/2004 $12,383 $13,250 $11,258 2/29/2004 $12,545 $13,450 $11,319 3/31/2004 $12,527 $13,403 $11,392 4/30/2004 $12,231 $13,086 $11,429 5/31/2004 $12,213 $13,038 $11,495 6/30/2004 $12,248 $13,086 $11,532 7/31/2004 $12,402 $13,258 $11,514 8/31/2004 $12,622 $13,524 $11,520 9/30/2004 $12,690 $13,595 $11,544 10/31/2004 $12,823 $13,712 $11,605 11/30/2004 $12,705 $13,599 $11,611 12/31/2004 $12,873 $13,765 $11,568 1/31/2005 $13,019 $13,894 $11,593 2/28/2005 $12,967 $13,848 $11,660 3/31/2005 $12,903 $13,760 $11,751 4/30/2005 $13,095 $13,977 $11,830 5/31/2005 $13,176 $14,076 $11,818 6/30/2005 $13,236 $14,163 $11,824 7/31/2005 $13,182 $14,099 $11,878 8/31/2005 $13,287 $14,242 $11,939 9/30/2005 $13,130 $14,146 $12,085 10/31/2005 $13,040 $14,060 $12,109 11/30/2005 $13,110 $14,127 $12,012 12/31/2005 $13,226 $14,249 $11,964 1/31/2006 $13,250 $14,287 $12,055 2/28/2006 $13,355 $14,383 $12,079 3/31/2006 $13,274 $14,284 $12,146 4/30/2006 $13,276 $14,279 $12,249 5/31/2006 $13,323 $14,343 $12,310 6/30/2006 $13,336 $14,289 $12,334 7/31/2006 $13,454 $14,459 $12,371 8/31/2006 $13,644 $14,673 $12,395 9/30/2006 $13,739 $14,775 $12,334 10/31/2006 $13,824 $14,868 $12,267 11/30/2006 $13,944 $14,992 $12,249 12/31/2006 $13,908 $14,939 $12,267 1/31/2007 $13,883 $14,901 $12,305 2/28/2007 $14,040 $15,097 $12,371 3/31/2007 $13,991 $15,060 $12,483 4/30/2007 $14,040 $15,104 $12,564 5/31/2007 $13,991 $15,038 $12,641 6/30/2007 $13,941 $14,960 $12,666 7/31/2007 $14,026 $15,076 $12,663 8/31/2007 $13,964 $15,011 $12,639 9/30/2007 $14,137 $15,233 $12,674 10/31/2007 $14,198 $15,301 $12,701 11/30/2007 $14,259 $15,398 $12,777 12/31/2007 $14,284 $15,441 $12,768 1/31/2008 $14,320 $15,636 $12,832 2/29/2008 $13,538 $14,920 $12,869 3/31/2008 $14,004 $15,346 $12,980 4/30/2008 $14,244 $15,526 $13,059 5/31/2008 $14,331 $15,620 $13,169 6/30/2008 $14,204 $15,443 $13,302 7/31/2008 $14,191 $15,502 $13,372 8/31/2008 $14,294 $15,683 $13,318 9/30/2008 $13,416 $14,948 $13,300 10/31/2008 $13,211 $14,795 $13,166 11/30/2008 $12,963 $14,842 $12,913 12/31/2008 $13,133 $15,059 $12,780 1/31/2009 $13,499 $15,610 $12,835 2/28/2009 $13,743 $15,692 $12,899 AVERAGE ANNUAL TOTAL RETURN CLASS A 2/28/09 - ------- ------- 1-Year -2.82% 5-Year +0.97% 10-Year +3.23% CLASS C (3/1/99-2/28/09) (PERFORMANCE GRAPH) FRANKLIN LOUISIANA BARCLAYS CAPITAL TAX-FREE INCOME MUNICIPAL DATE FUND - CLASS C BOND INDEX CPI - ---- ------------------ ---------------- ------- 3/1/1999 $10,000 $10,000 $10,000 3/31/1999 $10,029 $10,014 $10,030 4/30/1999 $10,040 $10,039 $10,103 5/31/1999 $ 9,982 $ 9,981 $10,103 6/30/1999 $ 9,846 $ 9,837 $10,103 7/31/1999 $ 9,840 $ 9,873 $10,134 8/31/1999 $ 9,704 $ 9,794 $10,158 9/30/1999 $ 9,690 $ 9,798 $10,207 10/31/1999 $ 9,535 $ 9,692 $10,225 11/30/1999 $ 9,609 $ 9,795 $10,231 12/31/1999 $ 9,515 $ 9,722 $10,231 1/31/2000 $ 9,430 $ 9,679 $10,261 2/29/2000 $ 9,550 $ 9,792 $10,322 3/31/2000 $ 9,779 $10,006 $10,407 4/30/2000 $ 9,710 $ 9,947 $10,413 5/31/2000 $ 9,642 $ 9,895 $10,426 6/30/2000 $ 9,882 $10,157 $10,480 7/31/2000 $10,005 $10,299 $10,505 8/31/2000 $10,165 $10,457 $10,505 9/30/2000 $10,103 $10,403 $10,559 10/31/2000 $10,217 $10,516 $10,578 11/30/2000 $10,323 $10,596 $10,584 12/31/2000 $10,578 $10,858 $10,578 1/31/2001 $10,618 $10,965 $10,644 2/28/2001 $10,650 $11,000 $10,687 3/31/2001 $10,727 $11,099 $10,711 4/30/2001 $10,616 $10,978 $10,754 5/31/2001 $10,723 $11,097 $10,802 6/30/2001 $10,792 $11,171 $10,821 7/31/2001 $10,957 $11,336 $10,790 8/31/2001 $11,122 $11,523 $10,790 9/30/2001 $11,066 $11,484 $10,839 10/31/2001 $11,232 $11,621 $10,802 11/30/2001 $11,166 $11,523 $10,784 12/31/2001 $11,030 $11,414 $10,742 1/31/2002 $11,178 $11,612 $10,766 2/28/2002 $11,307 $11,752 $10,809 3/31/2002 $11,120 $11,522 $10,869 4/30/2002 $11,299 $11,747 $10,930 5/31/2002 $11,340 $11,818 $10,930 6/30/2002 $11,450 $11,943 $10,936 7/31/2002 $11,571 $12,097 $10,948 8/31/2002 $11,662 $12,242 $10,985 9/30/2002 $11,895 $12,510 $11,003 10/31/2002 $11,704 $12,303 $11,021 11/30/2002 $11,674 $12,252 $11,021 12/31/2002 $11,879 $12,510 $10,997 1/31/2003 $11,859 $12,479 $11,046 2/28/2003 $11,983 $12,653 $11,131 3/31/2003 $11,994 $12,661 $11,198 4/30/2003 $12,077 $12,744 $11,173 5/31/2003 $12,347 $13,043 $11,155 6/30/2003 $12,294 $12,987 $11,167 7/31/2003 $11,843 $12,533 $11,179 8/31/2003 $11,956 $12,626 $11,222 9/30/2003 $12,310 $12,997 $11,258 10/31/2003 $12,203 $12,932 $11,246 11/30/2003 $12,327 $13,067 $11,216 12/31/2003 $12,431 $13,175 $11,204 1/31/2004 $12,588 $13,250 $11,258 2/29/2004 $12,746 $13,450 $11,319 3/31/2004 $12,722 $13,403 $11,392 4/30/2004 $12,429 $13,086 $11,429 5/31/2004 $12,394 $13,038 $11,495 6/30/2004 $12,434 $13,086 $11,532 7/31/2004 $12,572 $13,258 $11,514 8/31/2004 $12,787 $13,524 $11,520 9/30/2004 $12,860 $13,595 $11,544 10/31/2004 $12,978 $13,712 $11,605 11/30/2004 $12,854 $13,599 $11,611 12/31/2004 $13,027 $13,765 $11,568 1/31/2005 $13,167 $13,894 $11,593 2/28/2005 $13,109 $13,848 $11,660 3/31/2005 $13,038 $13,760 $11,751 4/30/2005 $13,225 $13,977 $11,830 5/31/2005 $13,300 $14,076 $11,818 6/30/2005 $13,353 $14,163 $11,824 7/31/2005 $13,294 $14,099 $11,878 8/31/2005 $13,404 $14,242 $11,939 9/30/2005 $13,229 $14,146 $12,085 10/31/2005 $13,134 $14,060 $12,109 11/30/2005 $13,197 $14,127 $12,012 12/31/2005 $13,307 $14,249 $11,964 1/31/2006 $13,325 $14,287 $12,055 2/28/2006 $13,423 $14,383 $12,079 3/31/2006 $13,337 $14,284 $12,146 4/30/2006 $13,332 $14,279 $12,249 5/31/2006 $13,374 $14,343 $12,310 6/30/2006 $13,380 $14,289 $12,334 7/31/2006 $13,491 $14,459 $12,371 8/31/2006 $13,685 $14,673 $12,395 9/30/2006 $13,774 $14,775 $12,334 10/31/2006 $13,839 $14,868 $12,267 11/30/2006 $13,964 $14,992 $12,249 12/31/2006 $13,922 $14,939 $12,267 1/31/2007 $13,892 $14,901 $12,305 2/28/2007 $14,041 $15,097 $12,371 3/31/2007 $13,986 $15,060 $12,483 4/30/2007 $14,027 $15,104 $12,564 5/31/2007 $13,960 $15,038 $12,641 6/30/2007 $13,917 $14,960 $12,666 7/31/2007 $13,994 $15,076 $12,663 8/31/2007 $13,914 $15,011 $12,639 9/30/2007 $14,090 $15,233 $12,674 10/31/2007 $14,144 $15,301 $12,701 11/30/2007 $14,198 $15,398 $12,777 12/31/2007 $14,215 $15,441 $12,768 1/31/2008 $14,245 $15,636 $12,832 2/29/2008 $13,457 $14,920 $12,869 3/31/2008 $13,921 $15,346 $12,980 4/30/2008 $14,150 $15,526 $13,059 5/31/2008 $14,229 $15,620 $13,169 6/30/2008 $14,098 $15,443 $13,302 7/31/2008 $14,079 $15,502 $13,372 8/31/2008 $14,173 $15,683 $13,318 9/30/2008 $13,305 $14,948 $13,300 10/31/2008 $13,084 $14,795 $13,166 11/30/2008 $12,834 $14,842 $12,913 12/31/2008 $12,996 $15,059 $12,780 1/31/2009 $13,350 $15,610 $12,835 2/28/2009 $13,583 $15,692 $12,899 AVERAGE ANNUAL TOTAL RETURN CLASS C 2/28/09 - ------- ------- 1-Year -0.01% 5-Year +1.28% 10-Year +3.11% Annual Report | 45 Performance Summary (CONTINUED) ENDNOTES BECAUSE MUNICIPAL BONDS ARE SENSITIVE TO INTEREST RATE MOVEMENTS, THE FUND'S YIELD AND SHARE PRICE WILL FLUCTUATE WITH MARKET CONDITIONS. BOND PRICES GENERALLY MOVE IN THE OPPOSITE DIRECTION OF INTEREST RATES. THUS, AS PRICES OF BONDS IN THE FUND ADJUST TO A RISE IN INTEREST RATES, THE FUND'S SHARE PRICE MAY DECLINE. SINCE THE FUND CONCENTRATES ITS INVESTMENTS IN A SINGLE STATE, IT IS SUBJECT TO GREATER RISK OF ADVERSE ECONOMIC AND REGULATORY CHANGES IN THAT STATE THAN A GEOGRAPHICALLY DIVERSIFIED FUND. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. CLASS C: Prior to 1/1/04, these shares were offered with an initial sales charge; thus actual total returns would have differed. These shares have higher annual fees and expenses than Class A shares. (1.) Cumulative total return represents the change in value of an investment over the periods indicated. (2.) Average annual total return represents the average annual change in value of an investment over the periods indicated. (3.) In accordance with SEC rules, we provide standardized average annual total return information through the latest calendar quarter. (4.) Distribution rate is based on an annualization of the respective class's current monthly dividend and the maximum offering price (NAV for Class C) per share on 2/28/09. (5.) Taxable equivalent distribution rate and yield assume the published rates as of 12/29/08 for the maximum combined effective federal and Louisiana personal income tax rate of 38.90%, based on the federal income tax rate of 35.00%. (6.) Yield, calculated as required by the SEC, is based on the earnings of the Fund's portfolio for the month ended 2/28/09. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. (8.) Source: (C) 2009 Morningstar. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. All bonds included have a minimum credit rating of at least Baa3/BBB-. They must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be dated after 12/31/90, and must be at least one year from their maturity date. Remarketed issues, taxable municipal bonds, bonds with floating rates and derivatives are excluded from the index. The index has four main bond sectors: general obligation, revenue, insured and prerefunded. The Consumer Price Index (CPI), calculated by the U.S. Bureau of Labor Statistics, is a commonly used measure of the inflation rate. 46 | Annual Report Your Fund's Expenses FRANKLIN LOUISIANA TAX-FREE INCOME FUND As a Fund shareholder, you can incur two types of costs: - - Transaction costs, including sales charges (loads) on Fund purchases; and - - 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 following table 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 first line (Actual) for each share class listed in the table provides actual account values and expenses. The "Ending Account Value" is derived from the Fund's actual return, which includes the effect of Fund expenses. 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: 1. Divide your account value by $1,000. IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6. 2. Multiply the result by the number under the heading "Expenses Paid During Period." IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 X $7.50 = $64.50. In this illustration, the estimated expenses paid this period are $64.50. HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS Information in the second line (Hypothetical) for each class in the table can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical "Ending Account Value" is based on the actual expense ratio for each class and an assumed 5% annual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. Annual Report | 47 Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES. Therefore, the second line for each class is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING VALUE 9/1/08 VALUE 2/28/09 PERIOD* 9/1/08-2/28/09 ----------------- -------------- ---------------------- CLASS A Actual $1,000 $ 961.60 $3.50 Hypothetical (5% return before expenses) $1,000 $1,021.22 $3.61 CLASS C Actual $1,000 $ 958.50 $6.17 Hypothetical (5% return before expenses) $1,000 $1,018.50 $6.36 * Expenses are calculated using the most recent six-month expense ratio, annualized for each class (A: 0.72% and C: 1.27%), multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. 48 | Annual Report Franklin Maryland Tax-Free Income Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin Maryland Tax-Free Income Fund seeks to provide as high a level of income exempt from federal and Maryland state and local personal income taxes as is consistent with prudent investing while seeking preservation of capital by investing at least 80% of its total assets in securities that pay interest free from such taxes.(1) 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. PLEASE VISIT franklintempleton.com OR CALL (800) 342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. CREDIT QUALITY BREAKDOWN* Franklin Maryland Tax-Free Income Fund Based on Total Long-Term Investments as of 2/28/09** (PIE CHART) AAA ..................... 27.4% AA ...................... 21.6% A ....................... 15.9% BBB ..................... 14.1% Below Investment Grade .. 3.0% Not Rated by S&P ........ 18.0% * Standard & Poor's (S&P) is the primary independent rating agency; Moody's is the secondary rating agency. Securities not rated by an independent rating agency are assigned comparable internal ratings. Ratings for securities not rated by S&P are in the table below. ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa -- 2.3% AA or Aa 5.7% -- A 3.8% -- BBB or Baa 4.4% 1.8% ---- --- Total 13.9% 4.1% This annual report for Franklin Maryland Tax-Free Income Fund covers the fiscal year ended February 28, 2009. PERFORMANCE OVERVIEW The Fund's Class A share price, as measured by net asset value, decreased from $10.81 on February 29, 2008, to $10.35 on February 28, 2009. The Fund's (1.) For investors subject to alternative minimum tax, a small portion of Fund dividends may be taxable. Distributions of capital gains are generally taxable. To avoid imposition of 28% backup withholding on all Fund distributions and redemption proceeds, U.S. investors must be properly certified on Form W-9 and non-U.S. investors on Form W-8BEN. THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S STATEMENT OF INVESTMENTS (SOI). THE SOI BEGINS ON PAGE 116. Annual Report | 49 DIVIDEND DISTRIBUTIONS* Franklin Maryland Tax-Free Income Fund DIVIDEND PER SHARE ----------------------- MONTH CLASS A CLASS C - ----- ---------- ---------- March 2008 4.04 cents 3.50 cents April 2008 4.04 cents 3.50 cents May 2008 4.04 cents 3.50 cents June 2008 4.04 cents 3.52 cents July 2008 4.04 cents 3.52 cents August 2008 4.04 cents 3.52 cents September 2008 4.07 cents 3.55 cents October 2008 4.07 cents 3.55 cents November 2008 4.07 cents 3.55 cents December 2008 4.12 cents 3.67 cents January 2009 4.12 cents 3.67 cents February 2009 4.12 cents 3.67 cents * Assumes shares were purchased and held for the entire accrual period, which differs from the calendar month. Since dividends accrue daily, your actual distributions will vary depending on the date you purchased your shares and any account activity. All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. Class A shares paid dividends totaling 48.46 cents per share for the same period.(2) The Performance Summary beginning on page 53 shows that at the end of this reporting period the Fund's Class A shares' distribution rate was 4.57% based on an annualization of the current 4.12 cent per share dividend and the maximum offering price of $10.81 on February 28, 2009. An investor in the 2009 maximum combined effective federal and Maryland state and local personal income tax bracket of 41.14% would need to earn a distribution rate of 7.76% from a taxable investment to match the Fund's Class A tax-free distribution rate. For the Fund's Class C shares' performance, please see the Performance Summary. STATE UPDATE Maryland's broad-based, diverse economy historically has outpaced the nation's. During the reporting period, the state's economy, like the national economy, was affected by the national recession as well as the mortgage and credit crises. In 2008, the state's employment declined 0.2%, compared with the 0.8% annual (2.) All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. 50 | Annual Report growth rate recorded in 2007.(3) At period-end, Maryland's 6.7% unemployment rate was lower than the national rate, as the mining, logging and construction, financial activities, and manufacturing sectors lost jobs.(4) Although the state's economy has diversified in recent years, it continued to be more affected by federal government activities than most states. During the reporting period, the slumping housing market and economic uncertainty contributed to weakened sales and personal income tax collections. In October 2008, the state implemented $297 million in expenditure cuts to address the budget gap resulting from this underperformance.(5) The governor proposed additional budget cuts to resolve the remainder of fiscal year 2009's budget gap. Maryland faced a projected $2.2 billion budget gap for fiscal year 2010.5 The state planned to address this budget gap with a combination of fund transfers, spending reductions, and assumed federal stimulus receipts. Maryland's debt levels eased considerably in recent years. Relative to 2008 national median levels, the state ranked 16th in debt per capita and 21st in debt as a percentage of personal income.(5) Independent credit rating agencies Standard & Poor's and Moody's Investors Service assigned Maryland's general obligation bonds their highest ratings of AAA and Aaa with stable outlooks.(6) The ratings and outlooks reflected the state's economic strength and historically strong financial and debt management practices. Maryland has a solid history of managing its finances through periods of fiscal stress and addressed a recent structural budget gap, which improved the state's long-term financial outlook. MANAGER'S DISCUSSION We used various investment strategies during the 12 months under review as we sought to maximize tax-free income for shareholders. Please read the discussion on page 6 for details. (3.) Source: Standard & Poor's, "Maryland; General Obligation," RATINGSDIRECT, 2/18/09. (4.) Source: Bureau of Labor Statistics. (5.) Source: Moody's Investors Service, "New Issue: Maryland (State of)," 2/19/09. (6.) These do not indicate ratings of the Fund. PORTFOLIO BREAKDOWN Franklin Maryland Tax-Free Income Fund 2/28/09 % OF TOTAL LONG-TERM INVESTMENTS* ---------------------- Hospital & Health Care 20.2% Prerefunded 20.1% Higher Education 15.4% Utilities 11.2% Transportation 10.9% General Obligation 8.2% Housing 5.7% Other Revenue 5.0% Subject to Government Appropriations 2.0% Tax-Supported 0.9% Corporate-Backed 0.4% * Does not include short-term investments and other net assets. Annual Report | 51 Thank you for your continued participation in Franklin Maryland Tax-Free Income Fund. We intend to maintain our conservative, buy-and-hold investment strategy as we attempt to provide shareholders with high, current, tax-free income. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF FEBRUARY 28, 2009, 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, STATE, 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. 52 | Annual Report Performance Summary as of 2/28/09 FRANKLIN MARYLAND TAX-FREE INCOME FUND 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. The performance table and graphs do not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund's dividends and capital gain distributions, if any, and any unrealized gains or losses. PRICE AND DISTRIBUTION INFORMATION CLASS A (SYMBOL: FMDTX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.46 $10.35 $10.81 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.4846 CLASS C (SYMBOL: FMDIX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.45 $10.50 $10.95 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.4243 PERFORMANCE CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURNS INCLUDE MAXIMUM SALES CHARGES. CLASS A: 4.25% MAXIMUM INITIAL SALES CHARGE; CLASS C: 1% CONTINGENT DEFERRED SALES CHARGE IN FIRST YEAR ONLY. CLASS A 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------- Cumulative Total Return(1) +0.20% +7.71% +40.63% Average Annual Total Return(2) -4.06% +0.62% +3.02% Avg. Ann. Total Return (3/31/09)(3) -6.93% +0.73% +3.04% Distribution Rate(4) 4.57% Taxable Equivalent Distribution Rate(5) 7.76% 30-Day Standardized Yield(6) 4.09% Taxable Equivalent Yield(5) 6.95% Total Annual Operating Expenses(7) 0.67% CLASS C 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------- Cumulative Total Return(1) -0.26% +4.87% +33.33% Average Annual Total Return(2) -1.22% +0.96% +2.92% Avg. Ann. Total Return (3/31/09)(3) -4.36% +1.05% +2.92% Distribution Rate(4) 4.18% Taxable Equivalent Distribution Rate(5) 7.10% 30-Day Standardized Yield(6) 3.73% Taxable Equivalent Yield(5) 6.34% Total Annual Operating Expenses(7) 1.22% 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, SEE "FUNDS AND PERFORMANCE" AT franklintempleton.com OR CALL (800) 342-5236. Annual Report | 53 Performance Summary (CONTINUED) TOTAL RETURN INDEX COMPARISON FOR A HYPOTHETICAL $10,000 INVESTMENT Total return represents the change in value of an investment over the periods shown. It includes any current, applicable, maximum sales charge, Fund expenses, account fees and reinvested distributions. The unmanaged index includes reinvestment of any income or distributions. It differs from the Fund in composition and does not pay management fees or expenses. One cannot invest directly in an index. AVERAGE ANNUAL TOTAL RETURN CLASS A 2/28/09 - ------- ------- 1-Year -4.06% 5-Year +0.62% 10-Year +3.02% CLASS A (3/1/99-2/28/09) (PERFORMANCE GRAPH) FRANKLIN MARYLAND TAX-FREE INCOME FUND BARCLAYS CAPITAL DATE - CLASS A MUNICIPAL BOND INDEX CPI - ---------- -------------------- -------------------- ------- 3/1/1999 $ 9,573 $10,000 $10,000 3/31/1999 $ 9,586 $10,014 $10,030 4/30/1999 $ 9,624 $10,039 $10,103 5/31/1999 $ 9,579 $ 9,981 $10,103 6/30/1999 $ 9,443 $ 9,837 $10,103 7/31/1999 $ 9,464 $ 9,873 $10,134 8/31/1999 $ 9,318 $ 9,794 $10,158 9/30/1999 $ 9,298 $ 9,798 $10,207 10/31/1999 $ 9,151 $ 9,692 $10,225 11/30/1999 $ 9,241 $ 9,795 $10,231 12/31/1999 $ 9,152 $ 9,722 $10,231 1/31/2000 $ 9,089 $ 9,679 $10,261 2/29/2000 $ 9,198 $ 9,792 $10,322 3/31/2000 $ 9,412 $10,006 $10,407 4/30/2000 $ 9,383 $ 9,947 $10,413 5/31/2000 $ 9,302 $ 9,895 $10,426 6/30/2000 $ 9,536 $10,157 $10,480 7/31/2000 $ 9,683 $10,299 $10,505 8/31/2000 $ 9,849 $10,457 $10,505 9/30/2000 $ 9,820 $10,403 $10,559 10/31/2000 $ 9,916 $10,516 $10,578 11/30/2000 $10,003 $10,596 $10,584 12/31/2000 $10,226 $10,858 $10,578 1/31/2001 $10,286 $10,965 $10,644 2/28/2001 $10,347 $11,000 $10,687 3/31/2001 $10,417 $11,099 $10,711 4/30/2001 $10,332 $10,978 $10,754 5/31/2001 $10,421 $11,097 $10,802 6/30/2001 $10,510 $11,171 $10,821 7/31/2001 $10,655 $11,336 $10,790 8/31/2001 $10,819 $11,523 $10,790 9/30/2001 $10,787 $11,484 $10,839 10/31/2001 $10,915 $11,621 $10,802 11/30/2001 $10,846 $11,523 $10,784 12/31/2001 $10,747 $11,414 $10,742 1/31/2002 $10,894 $11,612 $10,766 2/28/2002 $11,013 $11,752 $10,809 3/31/2002 $10,827 $11,522 $10,869 4/30/2002 $10,995 $11,747 $10,930 5/31/2002 $11,106 $11,818 $10,930 6/30/2002 $11,199 $11,943 $10,936 7/31/2002 $11,331 $12,097 $10,948 8/31/2002 $11,444 $12,242 $10,985 9/30/2002 $11,665 $12,510 $11,003 10/31/2002 $11,474 $12,303 $11,021 11/30/2002 $11,450 $12,252 $11,021 12/31/2002 $11,664 $12,510 $10,997 1/31/2003 $11,668 $12,479 $11,046 2/28/2003 $11,803 $12,653 $11,131 3/31/2003 $11,818 $12,661 $11,198 4/30/2003 $11,914 $12,744 $11,173 5/31/2003 $12,161 $13,043 $11,155 6/30/2003 $12,124 $12,987 $11,167 7/31/2003 $11,700 $12,533 $11,179 8/31/2003 $11,806 $12,626 $11,222 9/30/2003 $12,077 $12,997 $11,258 10/31/2003 $12,020 $12,932 $11,246 11/30/2003 $12,148 $13,067 $11,216 12/31/2003 $12,255 $13,175 $11,204 1/31/2004 $12,321 $13,250 $11,258 2/29/2004 $12,502 $13,450 $11,319 3/31/2004 $12,474 $13,403 $11,392 4/30/2004 $12,203 $13,086 $11,429 5/31/2004 $12,164 $13,038 $11,495 6/30/2004 $12,199 $13,086 $11,532 7/31/2004 $12,340 $13,258 $11,514 8/31/2004 $12,546 $13,524 $11,520 9/30/2004 $12,624 $13,595 $11,544 10/31/2004 $12,724 $13,712 $11,605 11/30/2004 $12,629 $13,599 $11,611 12/31/2004 $12,783 $13,765 $11,568 1/31/2005 $12,938 $13,894 $11,593 2/28/2005 $12,919 $13,848 $11,660 3/31/2005 $12,867 $13,760 $11,751 4/30/2005 $13,057 $13,977 $11,830 5/31/2005 $13,147 $14,076 $11,818 6/30/2005 $13,216 $14,163 $11,824 7/31/2005 $13,174 $14,099 $11,878 8/31/2005 $13,299 $14,242 $11,939 9/30/2005 $13,213 $14,146 $12,085 10/31/2005 $13,159 $14,060 $12,109 11/30/2005 $13,207 $14,127 $12,012 12/31/2005 $13,322 $14,249 $11,964 1/31/2006 $13,347 $14,287 $12,055 2/28/2006 $13,452 $14,383 $12,079 3/31/2006 $13,362 $14,284 $12,146 4/30/2006 $13,363 $14,279 $12,249 5/31/2006 $13,399 $14,343 $12,310 6/30/2006 $13,344 $14,289 $12,334 7/31/2006 $13,497 $14,459 $12,371 8/31/2006 $13,685 $14,673 $12,395 9/30/2006 $13,781 $14,775 $12,334 10/31/2006 $13,877 $14,868 $12,267 11/30/2006 $14,008 $14,992 $12,249 12/31/2006 $13,962 $14,939 $12,267 1/31/2007 $13,927 $14,901 $12,305 2/28/2007 $14,118 $15,097 $12,371 3/31/2007 $14,047 $15,060 $12,483 4/30/2007 $14,083 $15,104 $12,564 5/31/2007 $14,036 $15,038 $12,641 6/30/2007 $13,952 $14,960 $12,666 7/31/2007 $14,036 $15,076 $12,663 8/31/2007 $13,891 $15,011 $12,639 9/30/2007 $14,123 $15,233 $12,674 10/31/2007 $14,184 $15,301 $12,701 11/30/2007 $14,196 $15,398 $12,777 12/31/2007 $14,136 $15,441 $12,768 1/31/2008 $14,209 $15,636 $12,832 2/29/2008 $13,440 $14,920 $12,869 3/31/2008 $13,912 $15,346 $12,980 4/30/2008 $14,175 $15,526 $13,059 5/31/2008 $14,275 $15,620 $13,169 6/30/2008 $14,062 $15,443 $13,302 7/31/2008 $14,050 $15,502 $13,372 8/31/2008 $14,165 $15,683 $13,318 9/30/2008 $13,363 $14,948 $13,300 10/31/2008 $12,984 $14,795 $13,166 11/30/2008 $12,753 $14,842 $12,913 12/31/2008 $12,640 $15,059 $12,780 1/31/2009 $13,274 $15,610 $12,835 2/28/2009 $13,463 $15,692 $12,899 AVERAGE ANNUAL TOTAL RETURN CLASS C 2/28/09 - ------- ------- 1-Year -1.22% 5-Year +0.96% 10-Year +2.92% CLASS C (3/1/99-2/28/09) (PERFORMANCE GRAPH) FRANKLIN MARYLAND TAX-FREE INCOME FUND BARCLAYS CAPITAL DATE - CLASS C MUNICIPAL BOND INDEX CPI - ---------- -------------------- -------------------- ------- 3/1/1999 $10,000 $10,000 $10,000 3/31/1999 $10,017 $10,014 $10,030 4/30/1999 $10,043 $10,039 $10,103 5/31/1999 $ 9,992 $ 9,981 $10,103 6/30/1999 $ 9,846 $ 9,837 $10,103 7/31/1999 $ 9,864 $ 9,873 $10,134 8/31/1999 $ 9,709 $ 9,794 $10,158 9/30/1999 $ 9,683 $ 9,798 $10,207 10/31/1999 $ 9,526 $ 9,692 $10,225 11/30/1999 $ 9,615 $ 9,795 $10,231 12/31/1999 $ 9,519 $ 9,722 $10,231 1/31/2000 $ 9,450 $ 9,679 $10,261 2/29/2000 $ 9,558 $ 9,792 $10,322 3/31/2000 $ 9,783 $10,006 $10,407 4/30/2000 $ 9,740 $ 9,947 $10,413 5/31/2000 $ 9,661 $ 9,895 $10,426 6/30/2000 $ 9,898 $10,157 $10,480 7/31/2000 $10,036 $10,299 $10,505 8/31/2000 $10,202 $10,457 $10,505 9/30/2000 $10,168 $10,403 $10,559 10/31/2000 $10,271 $10,516 $10,578 11/30/2000 $10,356 $10,596 $10,584 12/31/2000 $10,579 $10,858 $10,578 1/31/2001 $10,636 $10,965 $10,644 2/28/2001 $10,694 $11,000 $10,687 3/31/2001 $10,769 $11,099 $10,711 4/30/2001 $10,668 $10,978 $10,754 5/31/2001 $10,763 $11,097 $10,802 6/30/2001 $10,849 $11,171 $10,821 7/31/2001 $10,992 $11,336 $10,790 8/31/2001 $11,155 $11,523 $10,790 9/30/2001 $11,117 $11,484 $10,839 10/31/2001 $11,243 $11,621 $10,802 11/30/2001 $11,167 $11,523 $10,784 12/31/2001 $11,061 $11,414 $10,742 1/31/2002 $11,205 $11,612 $10,766 2/28/2002 $11,322 $11,752 $10,809 3/31/2002 $11,127 $11,522 $10,869 4/30/2002 $11,293 $11,747 $10,930 5/31/2002 $11,401 $11,818 $10,930 6/30/2002 $11,499 $11,943 $10,936 7/31/2002 $11,618 $12,097 $10,948 8/31/2002 $11,737 $12,242 $10,985 9/30/2002 $11,956 $12,510 $11,003 10/31/2002 $11,757 $12,303 $11,021 11/30/2002 $11,728 $12,252 $11,021 12/31/2002 $11,939 $12,510 $10,997 1/31/2003 $11,939 $12,479 $11,046 2/28/2003 $12,070 $12,653 $11,131 3/31/2003 $12,079 $12,661 $11,198 4/30/2003 $12,171 $12,744 $11,173 5/31/2003 $12,425 $13,043 $11,155 6/30/2003 $12,373 $12,987 $11,167 7/31/2003 $11,940 $12,533 $11,179 8/31/2003 $12,041 $12,626 $11,222 9/30/2003 $12,309 $12,997 $11,258 10/31/2003 $12,245 $12,932 $11,246 11/30/2003 $12,369 $13,067 $11,216 12/31/2003 $12,470 $13,175 $11,204 1/31/2004 $12,541 $13,250 $11,258 2/29/2004 $12,717 $13,450 $11,319 3/31/2004 $12,682 $13,403 $11,392 4/30/2004 $12,393 $13,086 $11,429 5/31/2004 $12,347 $13,038 $11,495 6/30/2004 $12,387 $13,086 $11,532 7/31/2004 $12,513 $13,258 $11,514 8/31/2004 $12,724 $13,524 $11,520 9/30/2004 $12,797 $13,595 $11,544 10/31/2004 $12,891 $13,712 $11,605 11/30/2004 $12,791 $13,599 $11,611 12/31/2004 $12,950 $13,765 $11,568 1/31/2005 $13,100 $13,894 $11,593 2/28/2005 $13,064 $13,848 $11,660 3/31/2005 $13,017 $13,760 $11,751 4/30/2005 $13,189 $13,977 $11,830 5/31/2005 $13,284 $14,076 $11,818 6/30/2005 $13,336 $14,163 $11,824 7/31/2005 $13,288 $14,099 $11,878 8/31/2005 $13,417 $14,242 $11,939 9/30/2005 $13,326 $14,146 $12,085 10/31/2005 $13,255 $14,060 $12,109 11/30/2005 $13,307 $14,127 $12,012 12/31/2005 $13,416 $14,249 $11,964 1/31/2006 $13,435 $14,287 $12,055 2/28/2006 $13,533 $14,383 $12,079 3/31/2006 $13,437 $14,284 $12,146 4/30/2006 $13,432 $14,279 $12,249 5/31/2006 $13,462 $14,343 $12,310 6/30/2006 $13,400 $14,289 $12,334 7/31/2006 $13,546 $14,459 $12,371 8/31/2006 $13,727 $14,673 $12,395 9/30/2006 $13,815 $14,775 $12,334 10/31/2006 $13,904 $14,868 $12,267 11/30/2006 $14,040 $14,992 $12,249 12/31/2006 $13,987 $14,939 $12,267 1/31/2007 $13,935 $14,901 $12,305 2/28/2007 $14,129 $15,097 $12,371 3/31/2007 $14,052 $15,060 $12,483 4/30/2007 $14,081 $15,104 $12,564 5/31/2007 $14,016 $15,038 $12,641 6/30/2007 $13,938 $14,960 $12,666 7/31/2007 $14,016 $15,076 $12,663 8/31/2007 $13,854 $15,011 $12,639 9/30/2007 $14,088 $15,233 $12,674 10/31/2007 $14,142 $15,301 $12,701 11/30/2007 $14,148 $15,398 $12,777 12/31/2007 $14,081 $15,441 $12,768 1/31/2008 $14,147 $15,636 $12,832 2/29/2008 $13,372 $14,920 $12,869 3/31/2008 $13,842 $15,346 $12,980 4/30/2008 $14,093 $15,526 $13,059 5/31/2008 $14,185 $15,620 $13,169 6/30/2008 $13,970 $15,443 $13,302 7/31/2008 $13,952 $15,502 $13,372 8/31/2008 $14,070 $15,683 $13,318 9/30/2008 $13,254 $14,948 $13,300 10/31/2008 $12,876 $14,795 $13,166 11/30/2008 $12,644 $14,842 $12,913 12/31/2008 $12,527 $15,059 $12,780 1/31/2009 $13,142 $15,610 $12,835 2/28/2009 $13,333 $15,692 $12,899 54 | Annual Report Performance Summary (CONTINUED) ENDNOTES BECAUSE MUNICIPAL BONDS ARE SENSITIVE TO INTEREST RATE MOVEMENTS, THE FUND'S YIELD AND SHARE PRICE WILL FLUCTUATE WITH MARKET CONDITIONS. BOND PRICES GENERALLY MOVE IN THE OPPOSITE DIRECTION OF INTEREST RATES. THUS, AS PRICES OF BONDS IN THE FUND ADJUST TO A RISE IN INTEREST RATES, THE FUND'S SHARE PRICE MAY DECLINE. SINCE THE FUND CONCENTRATES ITS INVESTMENTS IN A SINGLE STATE, IT IS SUBJECT TO GREATER RISK OF ADVERSE ECONOMIC AND REGULATORY CHANGES IN THAT STATE THAN A GEOGRAPHICALLY DIVERSIFIED FUND. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. CLASS C: Prior to 1/1/04, these shares were offered with an initial sales charge; thus actual total returns would have differed. These shares have higher annual fees and expenses than Class A shares. (1.) Cumulative total return represents the change in value of an investment over the periods indicated. (2.) Average annual total return represents the average annual change in value of an investment over the periods indicated. (3.) In accordance with SEC rules, we provide standardized average annual total return information through the latest calendar quarter. (4.) Distribution rate is based on an annualization of the respective class's current monthly dividend and the maximum offering price (NAV for Class C) per share on 2/28/09. (5.) Taxable equivalent distribution rate and yield assume the published rates as of 12/29/08 for the maximum combined effective federal and Maryland state and local personal income tax rate of 41.14%, based on the federal income tax rate of 35.00%. (6.) Yield, calculated as required by the SEC, is based on the earnings of the Fund's portfolio for the month ended 2/28/09. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. (8.) Source: (C) 2009 Morningstar. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. All bonds included have a minimum credit rating of at least Baa3/BBB-. They must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be dated after 12/31/90, and must be at least one year from their maturity date. Remarketed issues, taxable municipal bonds, bonds with floating rates and derivatives are excluded from the index. The index has four main bond sectors: general obligation, revenue, insured and prerefunded. The Consumer Price Index (CPI), calculated by the U.S. Bureau of Labor Statistics, is a commonly used measure of the inflation rate. Annual Report | 55 Your Fund's Expenses FRANKLIN MARYLAND TAX-FREE INCOME FUND As a Fund shareholder, you can incur two types of costs: - - Transaction costs, including sales charges (loads) on Fund purchases; and - - 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 following table 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 first line (Actual) for each share class listed in the table provides actual account values and expenses. The "Ending Account Value" is derived from the Fund's actual return, which includes the effect of Fund expenses. 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: 1. Divide your account value by $1,000. IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6. 2. Multiply the result by the number under the heading "Expenses Paid During Period." IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 X $7.50 = $64.50. In this illustration, the estimated expenses paid this period are $64.50. HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS Information in the second line (Hypothetical) for each class in the table can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical "Ending Account Value" is based on the actual expense ratio for each class and an assumed 5% annual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. 56 | Annual Report Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES. Therefore, the second line for each class is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING VALUE 9/1/08 VALUE 2/28/09 PERIOD* 9/1/08-2/28/09 ----------------- -------------- ---------------------- CLASS A Actual $1,000 $ 950.70 $3.29 Hypothetical (5% return before expenses) $1,000 $1,021.42 $3.41 CLASS C Actual $1,000 $ 947.90 $5.94 Hypothetical (5% return before expenses) $1,000 $1,018.70 $6.16 * Expenses are calculated using the most recent six-month expense ratio, annualized for each class (A: 0.68% and C: 1.23%), multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. Annual Report | 57 Franklin Missouri Tax-Free Income Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin Missouri Tax-Free Income Fund seeks to provide as high a level of income exempt from federal and Missouri personal income taxes as is consistent with prudent investing while seeking preservation of capital by investing at least 80% of its total assets in securities that pay interest free from such taxes.(1) 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. PLEASE VISIT FRANKLINTEMPLETON.COM OR CALL (800) 342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. CREDIT QUALITY BREAKDOWN* Franklin Missouri Tax-Free Income Fund 2/28/09 % OF TOTAL RATINGS LONG-TERM INVESTMENTS** - ------- ----------------------- AAA 28.3% AA 37.7% A 5.7% BBB 13.0% Below Investment Grade 0.5% Not Rated by S&P 14.8% * Standard & Poor's (S&P) is the primary independent rating agency; Moody's is the secondary rating agency. Securities not rated by an independent rating agency are assigned comparable internal ratings. Ratings for securities not rated by S&P are in the table below. ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa 2.8% 1.3% AA or Aa 1.4% -- A 3.2% 0.4% BBB or Baa 2.7% 2.8% Below Investment Grade -- 0.2% ---- --- Total 10.1% 4.7% This annual report for Franklin Missouri Tax-Free Income Fund covers the fiscal year ended February 28, 2009. PERFORMANCE OVERVIEW The Fund's Class A share price, as measured by net asset value, decreased from $11.52 on February 29, 2008, to $11.28 on February 28, 2009. The Fund's (1.) For investors subject to alternative minimum tax, a small portion of Fund dividends may be taxable. Distributions of capital gains are generally taxable. To avoid imposition of 28% backup withholding on all Fund distributions and redemption proceeds, U.S. investors must be properly certified on Form W-9 and non-U.S. investors on Form W-8BEN. THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S STATEMENT OF INVESTMENTS (SOI). THE SOI BEGINS ON PAGE 122. 58 | Annual Report DIVIDEND DISTRIBUTIONS* Franklin Missouri Tax-Free Income Fund DIVIDEND PER SHARE ----------------------- MONTH CLASS A CLASS C - ----- ---------- ---------- March 2008 4.28 cents 3.72 cents April 2008 4.28 cents 3.72 cents May 2008 4.28 cents 3.72 cents June 2008 4.28 cents 3.72 cents July 2008 4.28 cents 3.72 cents August 2008 4.28 cents 3.72 cents September 2008 4.31 cents 3.77 cents October 2008 4.31 cents 3.77 cents November 2008 4.31 cents 3.77 cents December 2008 4.31 cents 3.83 cents January 2009 4.31 cents 3.83 cents February 2009 4.31 cents 3.83 cents * Assumes shares were purchased and held for the entire accrual period, which differs from the calendar month. Since dividends accrue daily, your actual distributions will vary depending on the date you purchased your shares and any account activity. All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. Class A shares paid dividends totaling 51.16 cents per share for the same period.(2) The Performance Summary beginning on page 61 shows that at the end of this reporting period the Fund's Class A shares' distribution rate was 4.39% based on an annualization of the current 4.31 cent per share dividend and the maximum offering price of $11.78 on February 28, 2009. An investor in the 2009 maximum combined effective federal and Missouri personal income tax bracket of 38.90% would need to earn a distribution rate of 7.18% from a taxable investment to match the Fund's Class A tax-free distribution rate. For the Fund's Class C shares' performance, please see the Performance Summary. STATE UPDATE During the reporting period, Missouri's economy was affected by the national recession as well as the mortgage and credit crises. Missouri's once-dominant and still-integral manufacturing sector continued its steady decline, but over recent years the state's economic base has diversified. At period-end, the state's unemployment rate reached 8.3%, its highest level since April 1983, and was (2.) All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. Annual Report | 59 PORTFOLIO BREAKDOWN Franklin Missouri Tax-Free Income Fund 2/28/09 % OF TOTAL LONG-TERM INVESTMENTS* ---------------------- Prerefunded 18.3% Utilities 16.5% Hospital & Health Care 14.4% Higher Education 14.1% Subject to Government Appropriations 8.4% Other Revenue 7.9% Tax-Supported 6.4% Transportation 5.6% General Obligation 5.1% Corporate-Backed 2.3% Housing 1.0% * Does not include short-term investments and other net assets. higher than the national rate of 8.1%.(3) The biggest job losses were in the construction and manufacturing sectors. Missouri's foreclosure rate, while not high compared to other states' rates, increased during the year. Missouri's initial fiscal year 2009 budget called for an increase in general revenue spending, including increased spending on education and Medicaid. The state's initial revenue estimate anticipated increased collections of sales and individual and corporate income taxes. However, as a result of lower wages, lost income and job security fears associated with rising unemployment, sales tax collections fell in January 2009 from a year earlier. Per state law, the budget is mandated to stay in financial balance, and state officials are required to make midyear budget cuts to maintain a balanced budget. Missouri's debt burden was low at $613 per capita and 1.8% of personal income.(4) Independent credit rating agency Standard & Poor's assigned Missouri's general obligation bonds its highest rating of AAA with a stable outlook.(5) The rating and outlook reflected the state's healthy and diverse economic base, strong financial management, high reserve levels, and low debt burden. MANAGER'S DISCUSSION We used various investment strategies during the 12 months under review as we sought to maximize tax-free income for shareholders. Please read the discussion on page 6 for details. Thank you for your continued participation in Franklin Missouri Tax-Free Income Fund. We intend to maintain our conservative, buy-and-hold investment strategy as we attempt to provide shareholders with high, current, tax-free income. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF FEBRUARY 28, 2009, 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, STATE, 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. (3.) Source: Bureau of Labor Statistics. (4.) Source: Standard & Poor's, "State Review: Missouri," RATINGSDIRECT, 8/29/08. (5.) This does not indicate Standard & Poor's rating of the Fund. 60 | Annual Report Performance Summary as of 2/28/09 FRANKLIN MISSOURI TAX-FREE INCOME FUND 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. The performance table and graphs do not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund's dividends and capital gain distributions, if any, and any unrealized gains or losses. PRICE AND DISTRIBUTION INFORMATION CLASS A (SYMBOL: FRMOX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.24 $ 11.28 $ 11.52 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.5116 CLASS C (SYMBOL: FMOIX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.25 $ 11.35 $ 11.60 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.4480 PERFORMANCE CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURNS INCLUDE MAXIMUM SALES CHARGES. CLASS A: 4.25% MAXIMUM INITIAL SALES CHARGE; CLASS C: 1% CONTINGENT DEFERRED SALES CHARGE IN FIRST YEAR ONLY. CLASS A 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------- ------- Cumulative Total Return(1) +2.39% +12.60% +47.21% Average Annual Total Return(2) -1.95% +1.52% +3.49% Avg. Ann. Total Return (3/31/09)(3) -4.50% +1.62% +3.48% Distribution Rate(4) 4.39% Taxable Equivalent Distribution Rate(5) 7.18% 30-Day Standardized Yield(6) 3.80% Taxable Equivalent Yield(5) 6.22% Total Annual Operating Expenses(7) 0.66% CLASS C 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------- ------- Cumulative Total Return(1) +1.81% +9.56% +39.30% Average Annual Total Return(2) +0.83% +1.84% +3.37% Avg. Ann. Total Return (3/31/09)(3) -1.89% +1.93% +3.36% Distribution Rate(4) 4.01% Taxable Equivalent Distribution Rate(5) 6.56% 30-Day Standardized Yield(6) 3.43% Taxable Equivalent Yield(5) 5.61% Total Annual Operating Expenses(7) 1.21% 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, SEE "FUNDS AND PERFORMANCE" AT franklintempleton.com OR CALL (800) 342-5236. Annual Report | 61 Performance Summary (CONTINUED) TOTAL RETURN INDEX COMPARISON FOR A HYPOTHETICAL $10,000 INVESTMENT Total return represents the change in value of an investment over the periods shown. It includes any current, applicable, maximum sales charge, Fund expenses, account fees and reinvested distributions. The unmanaged index includes reinvestment of any income or distributions. It differs from the Fund in composition and does not pay management fees or expenses. One cannot invest directly in an index. AVERAGE ANNUAL TOTAL RETURN CLASS A 2/28/09 - ------- ------- 1-Year -1.95% 5-Year +1.52% 10-Year +3.49% CLASS A (3/1/99-2/28/09) (PERFORMANCE GRAPH) FRANKLIN MISSOURI TAX-FREE BARCLAYS CAPITAL DATE INCOME FUND - CLASS A MUNICIPAL BOND INDEX CPI - ---- -------------------------- -------------------- -------- 3/1/1999 $ 9,576 $10,000 $10,000 3/31/1999 $ 9,599 $10,014 $10,030 4/30/1999 $ 9,615 $10,039 $10,103 5/31/1999 $ 9,559 $ 9,981 $10,103 6/30/1999 $ 9,411 $ 9,837 $10,103 7/31/1999 $ 9,427 $ 9,873 $10,134 8/31/1999 $ 9,290 $ 9,794 $10,158 9/30/1999 $ 9,274 $ 9,798 $10,207 10/31/1999 $ 9,120 $ 9,692 $10,225 11/30/1999 $ 9,209 $ 9,795 $10,231 12/31/1999 $ 9,103 $ 9,722 $10,231 1/31/2000 $ 9,013 $ 9,679 $10,261 2/29/2000 $ 9,128 $ 9,792 $10,322 3/31/2000 $ 9,360 $10,006 $10,407 4/30/2000 $ 9,302 $ 9,947 $10,413 5/31/2000 $ 9,235 $ 9,895 $10,426 6/30/2000 $ 9,487 $10,157 $10,480 7/31/2000 $ 9,622 $10,299 $10,505 8/31/2000 $ 9,792 $10,457 $10,505 9/30/2000 $ 9,732 $10,403 $10,559 10/31/2000 $ 9,835 $10,516 $10,578 11/30/2000 $ 9,921 $10,596 $10,584 12/31/2000 $10,171 $10,858 $10,578 1/31/2001 $10,231 $10,965 $10,644 2/28/2001 $10,275 $11,000 $10,687 3/31/2001 $10,353 $11,099 $10,711 4/30/2001 $10,256 $10,978 $10,754 5/31/2001 $10,352 $11,097 $10,802 6/30/2001 $10,431 $11,171 $10,821 7/31/2001 $10,600 $11,336 $10,790 8/31/2001 $10,822 $11,523 $10,790 9/30/2001 $10,767 $11,484 $10,839 10/31/2001 $10,910 $11,621 $10,802 11/30/2001 $10,818 $11,523 $10,784 12/31/2001 $10,681 $11,414 $10,742 1/31/2002 $10,889 $11,612 $10,766 2/28/2002 $11,006 $11,752 $10,809 3/31/2002 $10,785 $11,522 $10,869 4/30/2002 $10,968 $11,747 $10,930 5/31/2002 $11,031 $11,818 $10,930 6/30/2002 $11,141 $11,943 $10,936 7/31/2002 $11,289 $12,097 $10,948 8/31/2002 $11,410 $12,242 $10,985 9/30/2002 $11,661 $12,510 $11,003 10/31/2002 $11,452 $12,303 $11,021 11/30/2002 $11,421 $12,252 $11,021 12/31/2002 $11,628 $12,510 $10,997 1/31/2003 $11,616 $12,479 $11,046 2/28/2003 $11,767 $12,653 $11,131 3/31/2003 $11,774 $12,661 $11,198 4/30/2003 $11,867 $12,744 $11,173 5/31/2003 $12,145 $13,043 $11,155 6/30/2003 $12,093 $12,987 $11,167 7/31/2003 $11,629 $12,533 $11,179 8/31/2003 $11,743 $12,626 $11,222 9/30/2003 $12,045 $12,997 $11,258 10/31/2003 $11,982 $12,932 $11,246 11/30/2003 $12,126 $13,067 $11,216 12/31/2003 $12,241 $13,175 $11,204 1/31/2004 $12,316 $13,250 $11,258 2/29/2004 $12,521 $13,450 $11,319 3/31/2004 $12,475 $13,403 $11,392 4/30/2004 $12,156 $13,086 $11,429 5/31/2004 $12,111 $13,038 $11,495 6/30/2004 $12,136 $13,086 $11,532 7/31/2004 $12,315 $13,258 $11,514 8/31/2004 $12,535 $13,524 $11,520 9/30/2004 $12,612 $13,595 $11,544 10/31/2004 $12,740 $13,712 $11,605 11/30/2004 $12,631 $13,599 $11,611 12/31/2004 $12,813 $13,765 $11,568 1/31/2005 $12,985 $13,894 $11,593 2/28/2005 $12,958 $13,848 $11,660 3/31/2005 $12,900 $13,760 $11,751 4/30/2005 $13,106 $13,977 $11,830 5/31/2005 $13,206 $14,076 $11,818 6/30/2005 $13,275 $14,163 $11,824 7/31/2005 $13,269 $14,099 $11,878 8/31/2005 $13,403 $14,242 $11,939 9/30/2005 $13,279 $14,146 $12,085 10/31/2005 $13,175 $14,060 $12,109 11/30/2005 $13,223 $14,127 $12,012 12/31/2005 $13,369 $14,249 $11,964 1/31/2006 $13,384 $14,287 $12,055 2/28/2006 $13,520 $14,383 $12,079 3/31/2006 $13,414 $14,284 $12,146 4/30/2006 $13,407 $14,279 $12,249 5/31/2006 $13,433 $14,343 $12,310 6/30/2006 $13,381 $14,289 $12,334 7/31/2006 $13,541 $14,459 $12,371 8/31/2006 $13,746 $14,673 $12,395 9/30/2006 $13,839 $14,775 $12,334 10/31/2006 $13,933 $14,868 $12,267 11/30/2006 $14,072 $14,992 $12,249 12/31/2006 $14,019 $14,939 $12,267 1/31/2007 $13,976 $14,901 $12,305 2/28/2007 $14,174 $15,097 $12,371 3/31/2007 $14,108 $15,060 $12,483 4/30/2007 $14,157 $15,104 $12,564 5/31/2007 $14,091 $15,038 $12,641 6/30/2007 $14,013 $14,960 $12,666 7/31/2007 $14,121 $15,076 $12,663 8/31/2007 $13,984 $15,011 $12,639 9/30/2007 $14,209 $15,233 $12,674 10/31/2007 $14,271 $15,301 $12,701 11/30/2007 $14,333 $15,398 $12,777 12/31/2007 $14,336 $15,441 $12,768 1/31/2008 $14,422 $15,636 $12,832 2/29/2008 $13,769 $14,920 $12,869 3/31/2008 $14,167 $15,346 $12,980 4/30/2008 $14,398 $15,526 $13,059 5/31/2008 $14,497 $15,620 $13,169 6/30/2008 $14,319 $15,443 $13,302 7/31/2008 $14,311 $15,502 $13,372 8/31/2008 $14,436 $15,683 $13,318 9/30/2008 $13,595 $14,948 $13,300 10/31/2008 $13,479 $14,795 $13,166 11/30/2008 $13,395 $14,842 $12,913 12/31/2008 $13,622 $15,059 $12,780 1/31/2009 $13,961 $15,610 $12,835 2/28/2009 $14,096 $15,692 $12,899 AVERAGE ANNUAL TOTAL RETURN CLASS C 2/28/09 - ------- ------- 1-Year +0.83% 5-Year +1.84% 10-Year +3.37% CLASS C (3/1/99-2/28/09) (PERFORMANCE GRAPH) FRANKLIN MISSOURI TAX-FREE BARCLAYS CAPITAL DATE INCOME FUND - CLASS C MUNICIPAL BOND INDEX CPI - ---- -------------------------- -------------------- ------- 3/1/1999 $10,000 $10,000 $10,000 3/31/1999 $10,020 $10,014 $10,030 4/30/1999 $10,023 $10,039 $10,103 5/31/1999 $ 9,969 $ 9,981 $10,103 6/30/1999 $ 9,802 $ 9,837 $10,103 7/31/1999 $ 9,814 $ 9,873 $10,134 8/31/1999 $ 9,676 $ 9,794 $10,158 9/30/1999 $ 9,647 $ 9,798 $10,207 10/31/1999 $ 9,491 $ 9,692 $10,225 11/30/1999 $ 9,571 $ 9,795 $10,231 12/31/1999 $ 9,456 $ 9,722 $10,231 1/31/2000 $ 9,359 $ 9,679 $10,261 2/29/2000 $ 9,474 $ 9,792 $10,322 3/31/2000 $ 9,710 $10,006 $10,407 4/30/2000 $ 9,645 $ 9,947 $10,413 5/31/2000 $ 9,581 $ 9,895 $10,426 6/30/2000 $ 9,828 $10,157 $10,480 7/31/2000 $ 9,971 $10,299 $10,505 8/31/2000 $10,133 $10,457 $10,505 9/30/2000 $10,075 $10,403 $10,559 10/31/2000 $10,177 $10,516 $10,578 11/30/2000 $10,261 $10,596 $10,584 12/31/2000 $10,513 $10,858 $10,578 1/31/2001 $10,571 $10,965 $10,644 2/28/2001 $10,611 $11,000 $10,687 3/31/2001 $10,695 $11,099 $10,711 4/30/2001 $10,581 $10,978 $10,754 5/31/2001 $10,675 $11,097 $10,802 6/30/2001 $10,751 $11,171 $10,821 7/31/2001 $10,920 $11,336 $10,790 8/31/2001 $11,143 $11,523 $10,790 9/30/2001 $11,091 $11,484 $10,839 10/31/2001 $11,232 $11,621 $10,802 11/30/2001 $11,133 $11,523 $10,784 12/31/2001 $10,988 $11,414 $10,742 1/31/2002 $11,186 $11,612 $10,766 2/28/2002 $11,310 $11,752 $10,809 3/31/2002 $11,078 $11,522 $10,869 4/30/2002 $11,260 $11,747 $10,930 5/31/2002 $11,320 $11,818 $10,930 6/30/2002 $11,427 $11,943 $10,936 7/31/2002 $11,573 $12,097 $10,948 8/31/2002 $11,691 $12,242 $10,985 9/30/2002 $11,942 $12,510 $11,003 10/31/2002 $11,723 $12,303 $11,021 11/30/2002 $11,686 $12,252 $11,021 12/31/2002 $11,892 $12,510 $10,997 1/31/2003 $11,874 $12,479 $11,046 2/28/2003 $12,023 $12,653 $11,131 3/31/2003 $12,025 $12,661 $11,198 4/30/2003 $12,114 $12,744 $11,173 5/31/2003 $12,392 $13,043 $11,155 6/30/2003 $12,343 $12,987 $11,167 7/31/2003 $11,858 $12,533 $11,179 8/31/2003 $11,966 $12,626 $11,222 9/30/2003 $12,266 $12,997 $11,258 10/31/2003 $12,205 $12,932 $11,246 11/30/2003 $12,345 $13,067 $11,216 12/31/2003 $12,446 $13,175 $11,204 1/31/2004 $12,526 $13,250 $11,258 2/29/2004 $12,718 $13,450 $11,319 3/31/2004 $12,676 $13,403 $11,392 4/30/2004 $12,348 $13,086 $11,429 5/31/2004 $12,296 $13,038 $11,495 6/30/2004 $12,316 $13,086 $11,532 7/31/2004 $12,480 $13,258 $11,514 8/31/2004 $12,707 $13,524 $11,520 9/30/2004 $12,778 $13,595 $11,544 10/31/2004 $12,902 $13,712 $11,605 11/30/2004 $12,786 $13,599 $11,611 12/31/2004 $12,963 $13,765 $11,568 1/31/2005 $13,130 $13,894 $11,593 2/28/2005 $13,097 $13,848 $11,660 3/31/2005 $13,033 $13,760 $11,751 4/30/2005 $13,233 $13,977 $11,830 5/31/2005 $13,338 $14,076 $11,818 6/30/2005 $13,391 $14,163 $11,824 7/31/2005 $13,379 $14,099 $11,878 8/31/2005 $13,507 $14,242 $11,939 9/30/2005 $13,376 $14,146 $12,085 10/31/2005 $13,277 $14,060 $12,109 11/30/2005 $13,308 $14,127 $12,012 12/31/2005 $13,448 $14,249 $11,964 1/31/2006 $13,457 $14,287 $12,055 2/28/2006 $13,598 $14,383 $12,079 3/31/2006 $13,475 $14,284 $12,146 4/30/2006 $13,462 $14,279 $12,249 5/31/2006 $13,481 $14,343 $12,310 6/30/2006 $13,423 $14,289 $12,334 7/31/2006 $13,577 $14,459 $12,371 8/31/2006 $13,775 $14,673 $12,395 9/30/2006 $13,873 $14,775 $12,334 10/31/2006 $13,960 $14,868 $12,267 11/30/2006 $14,093 $14,992 $12,249 12/31/2006 $14,022 $14,939 $12,267 1/31/2007 $13,984 $14,901 $12,305 2/28/2007 $14,174 $15,097 $12,371 3/31/2007 $14,102 $15,060 $12,483 4/30/2007 $14,133 $15,104 $12,564 5/31/2007 $14,061 $15,038 $12,641 6/30/2007 $13,988 $14,960 $12,666 7/31/2007 $14,088 $15,076 $12,663 8/31/2007 $13,946 $15,011 $12,639 9/30/2007 $14,151 $15,233 $12,674 10/31/2007 $14,217 $15,301 $12,701 11/30/2007 $14,273 $15,398 $12,777 12/31/2007 $14,270 $15,441 $12,768 1/31/2008 $14,336 $15,636 $12,832 2/29/2008 $13,684 $14,920 $12,869 3/31/2008 $14,083 $15,346 $12,980 4/30/2008 $14,292 $15,526 $13,059 5/31/2008 $14,396 $15,620 $13,169 6/30/2008 $14,214 $15,443 $13,302 7/31/2008 $14,199 $15,502 $13,372 8/31/2008 $14,315 $15,683 $13,318 9/30/2008 $13,469 $14,948 $13,300 10/31/2008 $13,347 $14,795 $13,166 11/30/2008 $13,271 $14,842 $12,913 12/31/2008 $13,476 $15,059 $12,780 1/31/2009 $13,803 $15,610 $12,835 2/28/2009 $13,930 $15,692 $12,899 62 | Annual Report Performance Summary (CONTINUED) ENDNOTES BECAUSE MUNICIPAL BONDS ARE SENSITIVE TO INTEREST RATE MOVEMENTS, THE FUND'S YIELD AND SHARE PRICE WILL FLUCTUATE WITH MARKET CONDITIONS. BOND PRICES GENERALLY MOVE IN THE OPPOSITE DIRECTION OF INTEREST RATES. THUS, AS PRICES OF BONDS IN THE FUND ADJUST TO A RISE IN INTEREST RATES, THE FUND'S SHARE PRICE MAY DECLINE. SINCE THE FUND CONCENTRATES ITS INVESTMENTS IN A SINGLE STATE, IT IS SUBJECT TO GREATER RISK OF ADVERSE ECONOMIC AND REGULATORY CHANGES IN THAT STATE THAN A GEOGRAPHICALLY DIVERSIFIED FUND. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. CLASS C: Prior to 1/1/04, these shares were offered with an initial sales charge; thus actual total returns would have differed. These shares have higher annual fees and expenses than Class A shares. (1.) Cumulative total return represents the change in value of an investment over the periods indicated. (2.) Average annual total return represents the average annual change in value of an investment over the periods indicated. (3.) In accordance with SEC rules, we provide standardized average annual total return information through the latest calendar quarter. (4.) Distribution rate is based on an annualization of the respective class's current monthly dividend and the maximum offering price (NAV for Class C) per share on 2/28/09. (5.) Taxable equivalent distribution rate and yield assume the published rates as of 12/29/08 for the maximum combined effective federal and Missouri personal income tax rate of 38.90%, based on the federal income tax rate of 35.00%. (6.) Yield, calculated as required by the SEC, is based on the earnings of the Fund's portfolio for the month ended 2/28/09. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. (8.) Source: (C) 2009 Morningstar. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. All bonds included have a minimum credit rating of at least Baa3/BBB-. They must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be dated after 12/31/90, and must be at least one year from their maturity date. Remarketed issues, taxable municipal bonds, bonds with floating rates and derivatives are excluded from the index. The index has four main bond sectors: general obligation, revenue, insured and prerefunded. The Consumer Price Index (CPI), calculated by the U.S. Bureau of Labor Statistics, is a commonly used measure of the inflation rate. Annual Report | 63 Your Fund's Expenses FRANKLIN MISSOURI TAX-FREE INCOME FUND As a Fund shareholder, you can incur two types of costs: - - Transaction costs, including sales charges (loads) on Fund purchases; and - - 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 following table 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 first line (Actual) for each share class listed in the table provides actual account values and expenses. The "Ending Account Value" is derived from the Fund's actual return, which includes the effect of Fund expenses. 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: 1. Divide your account value by $1,000. IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6. 2. Multiply the result by the number under the heading "Expenses Paid During Period." IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 X $7.50 = $64.50. In this illustration, the estimated expenses paid this period are $64.50. HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS Information in the second line (Hypothetical) for each class in the table can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical "Ending Account Value" is based on the actual expense ratio for each class and an assumed 5% annual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. 64 | Annual Report Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES. Therefore, the second line for each class is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. EXPENSES PAID BEGINNING ACCOUNT ENDING ACCOUNT DURING PERIOD* VALUE 9/1/08 VALUE 2/28/09 9/1/08-2/28/09 ----------------- -------------- -------------- CLASS A Actual $1,000 $ 976.60 $3.23 Hypothetical (5% return before expenses) $1,000 $1,021.52 $3.31 CLASS C Actual $1,000 $ 973.20 $5.92 Hypothetical (5% return before expenses) $1,000 $1,018.79 $6.06 * Expenses are calculated using the most recent six-month expense ratio, annualized for each class (A: 0.66% and C: 1.21%), multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. Annual Report | 65 Franklin North Carolina Tax-Free Income Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin North Carolina Tax-Free Income Fund seeks to provide as high a level of income exempt from federal and North Carolina personal income taxes as is consistent with prudent investing while seeking preservation of capital by investing at least 80% of its total assets in securities that pay interest free from such taxes.(1) CREDIT QUALITY BREAKDOWN* Franklin North Carolina Tax-Free Income Fund Based on Total Long-Term Investments as of 2/28/09** (PIE CHART) AAA................ 32.9% AA................. 34.7% A.................. 12.4% BBB................ 11.6% Not Rated by S&P... 8.4% * Standard & Poor's (S&P) is the primary independent rating agency; Moody's is the secondary rating agency. Securities not rated by an independent rating agency are assigned comparable internal ratings. Ratings for securities not rated by S&P are in the table below. ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa 0.6% -- AA or Aa 5.0% -- A 0.9% 0.3% BBB or Baa 0.7% 0.7% Below Investment Grade 0.2% -- --- --- Total 7.4% 1.0% This annual report for Franklin North Carolina Tax-Free Income Fund covers the fiscal year ended February 28, 2009. (1.) For investors subject to alternative minimum tax, a small portion of Fund dividends may be taxable. Distributions of capital gains are generally taxable. To avoid imposition of 28% backup withholding on all Fund distributions and redemption proceeds, U.S. investors must be properly certified on Form W-9 and non-U.S. investors on Form W-8BEN. THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S STATEMENT OF INVESTMENTS (SOI). THE SOI BEGINS ON PAGE 130. 66 | Annual Report DIVIDEND DISTRIBUTIONS* Franklin North Carolina Tax-Free Income Fund DIVIDEND PER SHARE ----------------------- MONTH CLASS A CLASS C - ----- ---------- ---------- March 2008 4.15 cents 3.58 cents April 2008 4.15 cents 3.58 cents May 2008 4.15 cents 3.58 cents June 2008 4.15 cents 3.61 cents July 2008 4.15 cents 3.61 cents August 2008 4.15 cents 3.61 cents September 2008 4.15 cents 3.61 cents October 2008 4.15 cents 3.61 cents November 2008 4.15 cents 3.61 cents December 2008 4.15 cents 3.66 cents January 2009 4.15 cents 3.66 cents February 2009 4.15 cents 3.66 cents * Assumes shares were purchased and held for the entire accrual period, which differs from the calendar month. Since dividends accrue daily, your actual distributions will vary depending on the date you purchased your shares and any account activity. All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. PERFORMANCE OVERVIEW The Fund's Class A share price, as measured by net asset value, decreased from $11.46 on February 29, 2008, to $11.37 on February 28, 2009. The Fund's Class A shares paid dividends totaling 49.43 cents per share for the same period.(2) The Performance Summary beginning on page 70 shows that at the end of this reporting period the Fund's Class A shares' distribution rate was 4.24% based on an annualization of the current 4.19 cent per share dividend and the maximum offering price of $11.87 on February 28, 2009. An investor in the 2009 maximum combined effective federal and North Carolina personal income tax bracket of 40.04% would need to earn a distribution rate of 7.07% from a taxable investment to match the Fund's Class A tax-free distribution rate. For the Fund's Class C shares' performance, please see the Performance Summary. 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. PLEASE VISIT FRANKLINTEMPLETON.COM OR CALL (800) 342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. (2.) All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. Annual Report | 67 PORTFOLIO BREAKDOWN Franklin North Carolina Tax-Free Income Fund 2/28/09 % OF TOTAL LONG-TERM INVESTMENTS* ------------ Utilities 22.0% Hospital & Health Care 18.8% Subject to Government Appropriations 13.7% Prerefunded 12.7% Higher Education 12.0% Transportation 10.5% General Obligation 5.3% Housing 2.1% Other Revenue 1.3% Tax-Supported 0.9% Corporate-Backed 0.7% * Does not include short-term investments and other net assets. STATE UPDATE During the year under review, North Carolina's economy decelerated amid a national slowdown. However, the state was more resilient, relative to other states, in weathering the housing market downturn as its home prices held up better than the U.S. average. Job gains in the professional and business services and health and education services sectors offset some of the weakness from ongoing contraction in manufacturing and construction. Overall, employment growth slowed similar to the national pattern. As of February 2009, the state's 10.7% unemployment rate was higher than the country's 8.1% average.(3) Despite recent economic deceleration, North Carolina delivered modest revenue growth for fiscal year 2008, largely driven by an increase in personal income taxes and better-than-expected growth in corporate income taxes. For fiscal year 2009, the state projected 5% total revenue growth compared with fiscal year 2008.(4) However, North Carolina did not expect a budgetary surplus in the current fiscal year as it had in previous years. North Carolina's net tax-supported debt increased significantly in recent years partly due to large issuances for higher education capital projects. Despite this sizable increase, the state's debt burden, at $774 per capita and 2.3% of personal income, remained moderate compared with those of other states.(5) Independent credit rating agency Standard & Poor's assigned North Carolina its highest AAA rating with a stable outlook.(6) The rating and outlook reflected North Carolina's strong financial management, replenished reserve fund and healthy financial outlook. MANAGER'S DISCUSSION We used various investment strategies during the 12 months under review as we sought to maximize tax-free income for shareholders. Please read the discussion on page 6 for details. (3.) Source: Bureau of Labor Statistics. (4.) Source: Moody's Investors Service, "New Issue: North Carolina (State of)," 8/1/08. (5.) Source: Standard & Poor's, "State Review: North Carolina," RATINGSDIRECT, 8/5/08. (6.) This does not indicate Standard & Poor's rating of the Fund. 68 | Annual Report Thank you for your continued participation in Franklin North Carolina Tax-Free Income Fund. We intend to maintain our conservative, buy-and-hold investment strategy as we attempt to provide shareholders with high, current, tax-free income. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF FEBRUARY 28, 2009, 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, STATE, 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. Annual Report | 69 Performance Summary as of 2/28/09 FRANKLIN NORTH CAROLINA TAX-FREE INCOME FUND 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. The performance table and graphs do not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund's dividends and capital gain distributions, if any, and any unrealized gains or losses. PRICE AND DISTRIBUTION INFORMATION CLASS A (SYMBOL: FXNCX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.09 $11.37 $11.46 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.4943 CLASS C (SYMBOL: FNCIX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.09 $11.49 $11.58 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.4307 PERFORMANCE CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURNS INCLUDE MAXIMUM SALES CHARGES. CLASS A: 4.25% MAXIMUM INITIAL SALES CHARGE; CLASS C: 1% CONTINGENT DEFERRED SALES CHARGE IN FIRST YEAR ONLY. CLASS A 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------- Cumulative Total Return(1) +3.60% +13.32% +47.90% Average Annual Total Return(2) -0.81% +1.65% +3.54% Avg. Ann. Total Return (3/31/09)(3) -3.56% +1.70% +3.54% Distribution Rate(4) 4.24% Taxable Equivalent Distribution Rate(5) 7.07% 30-Day Standardized Yield(6) 4.07% Taxable Equivalent Yield(5) 6.79% Total Annual Operating Expenses(7) 0.65% CLASS C 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------- Cumulative Total Return(1) +2.99% +10.11% +39.92% Average Annual Total Return(2) +2.00% +1.94% +3.42% Avg. Ann. Total Return (3/31/09)(3) -0.74% +2.03% +3.43% Distribution Rate(4) 3.84% Taxable Equivalent Distribution Rate(5) 6.40% 30-Day Standardized Yield(6) 3.71% Taxable Equivalent Yield(5) 6.19% Total Annual Operating Expenses(7) 1.20% 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, SEE "FUNDS AND PERFORMANCE" AT FRANKLINTEMPLETON.COM OR CALL (800) 342-5236. 70 | Annual Report Performance Summary (CONTINUED) TOTAL RETURN INDEX COMPARISON FOR A HYPOTHETICAL $10,000 INVESTMENT Total return represents the change in value of an investment over the periods shown. It includes any current, applicable, maximum sales charge, Fund expenses, account fees and reinvested distributions. The unmanaged index includes reinvestment of any income or distributions. It differs from the Fund in composition and does not pay management fees or expenses. One cannot invest directly in an index. CLASS A (3/1/99-2/28/09) (PERFORMANCE GRAPH) FRANKLIN NORTH CAROLINA TAX-FREE INCOME BARCLAYS CAPITAL DATE FUND - CLASS A MUNICIPAL BOND INDEX CPI - ---------- ----------------------- -------------------- ------------------ 3/1/1999 $ 9,575 $10,000 $10,000 3/31/1999 $ 9,590 $10,014 $10,030 4/30/1999 $ 9,605 $10,039 $10,103 5/31/1999 $ 9,557 $ 9,981 $10,103 6/30/1999 $ 9,405 $ 9,837 $10,103 7/31/1999 $ 9,413 $ 9,873 $10,134 8/31/1999 $ 9,308 $ 9,794 $10,158 9/30/1999 $ 9,291 $ 9,798 $10,207 10/31/1999 $ 9,153 $ 9,692 $10,225 11/30/1999 $ 9,226 $ 9,795 $10,231 12/31/1999 $ 9,119 $ 9,722 $10,231 1/31/2000 $ 9,044 $ 9,679 $10,261 2/29/2000 $ 9,152 $ 9,792 $10,322 3/31/2000 $ 9,375 $10,006 $10,407 4/30/2000 $ 9,316 $ 9,947 $10,413 5/31/2000 $ 9,266 $ 9,895 $10,426 6/30/2000 $ 9,501 $10,157 $10,480 7/31/2000 $ 9,645 $10,299 $10,505 8/31/2000 $ 9,789 $10,457 $10,505 9/30/2000 $ 9,738 $10,403 $10,559 10/31/2000 $ 9,849 $10,516 $10,578 11/30/2000 $ 9,935 $10,596 $10,584 12/31/2000 $10,177 $10,858 $10,578 1/31/2001 $10,246 $10,965 $10,644 2/28/2001 $10,290 $11,000 $10,687 3/31/2001 $10,369 $11,099 $10,711 4/30/2001 $10,246 $10,978 $10,754 5/31/2001 $10,343 $11,097 $10,802 6/30/2001 $10,432 $11,171 $10,821 7/31/2001 $10,628 $11,336 $10,790 8/31/2001 $10,789 $11,523 $10,790 9/30/2001 $10,734 $11,484 $10,839 10/31/2001 $10,868 $11,621 $10,802 11/30/2001 $10,795 $11,523 $10,784 12/31/2001 $10,676 $11,414 $10,742 1/31/2002 $10,847 $11,612 $10,766 2/28/2002 $10,982 $11,752 $10,809 3/31/2002 $10,778 $11,522 $10,869 4/30/2002 $10,969 $11,747 $10,930 5/31/2002 $11,022 $11,818 $10,930 6/30/2002 $11,122 $11,943 $10,936 7/31/2002 $11,258 $12,097 $10,948 8/31/2002 $11,396 $12,242 $10,985 9/30/2002 $11,656 $12,510 $11,003 10/31/2002 $11,465 $12,303 $11,021 11/30/2002 $11,433 $12,252 $11,021 12/31/2002 $11,668 $12,510 $10,997 1/31/2003 $11,636 $12,479 $11,046 2/28/2003 $11,777 $12,653 $11,131 3/31/2003 $11,773 $12,661 $11,198 4/30/2003 $11,838 $12,744 $11,173 5/31/2003 $12,116 $13,043 $11,155 6/30/2003 $12,083 $12,987 $11,167 7/31/2003 $11,658 $12,533 $11,179 8/31/2003 $11,752 $12,626 $11,222 9/30/2003 $12,052 $12,997 $11,258 10/31/2003 $11,999 $12,932 $11,246 11/30/2003 $12,143 $13,067 $11,216 12/31/2003 $12,247 $13,175 $11,204 1/31/2004 $12,322 $13,250 $11,258 2/29/2004 $12,498 $13,450 $11,319 3/31/2004 $12,493 $13,403 $11,392 4/30/2004 $12,205 $13,086 $11,429 5/31/2004 $12,160 $13,038 $11,495 6/30/2004 $12,217 $13,086 $11,532 7/31/2004 $12,386 $13,258 $11,514 8/31/2004 $12,596 $13,524 $11,520 9/30/2004 $12,674 $13,595 $11,544 10/31/2004 $12,793 $13,712 $11,605 11/30/2004 $12,694 $13,599 $11,611 12/31/2004 $12,855 $13,765 $11,568 1/31/2005 $13,028 $13,894 $11,593 2/28/2005 $13,012 $13,848 $11,660 3/31/2005 $12,943 $13,760 $11,751 4/30/2005 $13,127 $13,977 $11,830 5/31/2005 $13,217 $14,076 $11,818 6/30/2005 $13,286 $14,163 $11,824 7/31/2005 $13,248 $14,099 $11,878 8/31/2005 $13,360 $14,242 $11,939 9/30/2005 $13,278 $14,146 $12,085 10/31/2005 $13,217 $14,060 $12,109 11/30/2005 $13,264 $14,127 $12,012 12/31/2005 $13,376 $14,249 $11,964 1/31/2006 $13,402 $14,287 $12,055 2/28/2006 $13,515 $14,383 $12,079 3/31/2006 $13,430 $14,284 $12,146 4/30/2006 $13,434 $14,279 $12,249 5/31/2006 $13,471 $14,343 $12,310 6/30/2006 $13,418 $14,289 $12,334 7/31/2006 $13,566 $14,459 $12,371 8/31/2006 $13,760 $14,673 $12,395 9/30/2006 $13,853 $14,775 $12,334 10/31/2006 $13,946 $14,868 $12,267 11/30/2006 $14,085 $14,992 $12,249 12/31/2006 $14,031 $14,939 $12,267 1/31/2007 $13,989 $14,901 $12,305 2/28/2007 $14,174 $15,097 $12,371 3/31/2007 $14,107 $15,060 $12,483 4/30/2007 $14,156 $15,104 $12,564 5/31/2007 $14,100 $15,038 $12,641 6/30/2007 $14,021 $14,960 $12,666 7/31/2007 $14,103 $15,076 $12,663 8/31/2007 $13,977 $15,011 $12,639 9/30/2007 $14,189 $15,233 $12,674 10/31/2007 $14,261 $15,301 $12,701 11/30/2007 $14,310 $15,398 $12,777 12/31/2007 $14,323 $15,441 $12,768 1/31/2008 $14,407 $15,636 $12,832 2/29/2008 $13,670 $14,920 $12,869 3/31/2008 $14,102 $15,346 $12,980 4/30/2008 $14,367 $15,526 $13,059 5/31/2008 $14,476 $15,620 $13,169 6/30/2008 $14,310 $15,443 $13,302 7/31/2008 $14,312 $15,502 $13,372 8/31/2008 $14,447 $15,683 $13,318 9/30/2008 $13,545 $14,948 $13,300 10/31/2008 $13,379 $14,795 $13,166 11/30/2008 $13,158 $14,842 $12,913 12/31/2008 $13,370 $15,059 $12,780 1/31/2009 $13,793 $15,610 $12,835 2/28/2009 $14,161 $15,692 $12,899 AVERAGE ANNUAL TOTAL RETURN CLASS A 2/28/09 - ------- ------- 1-Year -0.81% 5-Year +1.65% 10-Year +3.54% CLASS C (3/1/99-2/28/09) (PERFORMANCE GRAPH) FRANKLIN NORTH CAROLINA TAX-FREE INCOME BARCLAYS CAPITAL DATE FUND - CLASS C MUNICIPAL BOND INDEX CPI - ---------- ----------------------- -------------------- ------------------ 3/1/1999 $10,000 $10,000 $10,000 3/31/1999 $10,011 $10,014 $10,030 4/30/1999 $10,022 $10,039 $10,103 5/31/1999 $ 9,967 $ 9,981 $10,103 6/30/1999 $ 9,797 $ 9,837 $10,103 7/31/1999 $ 9,808 $ 9,873 $10,134 8/31/1999 $ 9,687 $ 9,794 $10,158 9/30/1999 $ 9,673 $ 9,798 $10,207 10/31/1999 $ 9,518 $ 9,692 $10,225 11/30/1999 $ 9,588 $ 9,795 $10,231 12/31/1999 $ 9,474 $ 9,722 $10,231 1/31/2000 $ 9,393 $ 9,679 $10,261 2/29/2000 $ 9,507 $ 9,792 $10,322 3/31/2000 $ 9,734 $10,006 $10,407 4/30/2000 $ 9,669 $ 9,947 $10,413 5/31/2000 $ 9,604 $ 9,895 $10,426 6/30/2000 $ 9,850 $10,157 $10,480 7/31/2000 $ 9,993 $10,299 $10,505 8/31/2000 $10,137 $10,457 $10,505 9/30/2000 $10,080 $10,403 $10,559 10/31/2000 $10,190 $10,516 $10,578 11/30/2000 $10,274 $10,596 $10,584 12/31/2000 $10,517 $10,858 $10,578 1/31/2001 $10,593 $10,965 $10,644 2/28/2001 $10,633 $11,000 $10,687 3/31/2001 $10,708 $11,099 $10,711 4/30/2001 $10,568 $10,978 $10,754 5/31/2001 $10,671 $11,097 $10,802 6/30/2001 $10,757 $11,171 $10,821 7/31/2001 $10,953 $11,336 $10,790 8/31/2001 $11,112 $11,523 $10,790 9/30/2001 $11,052 $11,484 $10,839 10/31/2001 $11,184 $11,621 $10,802 11/30/2001 $11,104 $11,523 $10,784 12/31/2001 $10,977 $11,414 $10,742 1/31/2002 $11,155 $11,612 $10,766 2/28/2002 $11,279 $11,752 $10,809 3/31/2002 $11,065 $11,522 $10,869 4/30/2002 $11,255 $11,747 $10,930 5/31/2002 $11,314 $11,818 $10,930 6/30/2002 $11,409 $11,943 $10,936 7/31/2002 $11,543 $12,097 $10,948 8/31/2002 $11,677 $12,242 $10,985 9/30/2002 $11,946 $12,510 $11,003 10/31/2002 $11,737 $12,303 $11,021 11/30/2002 $11,699 $12,252 $11,021 12/31/2002 $11,932 $12,510 $10,997 1/31/2003 $11,895 $12,479 $11,046 2/28/2003 $12,042 $12,653 $11,131 3/31/2003 $12,023 $12,661 $11,198 4/30/2003 $12,093 $12,744 $11,173 5/31/2003 $12,369 $13,043 $11,155 6/30/2003 $12,330 $12,987 $11,167 7/31/2003 $11,886 $12,533 $11,179 8/31/2003 $11,984 $12,626 $11,222 9/30/2003 $12,271 $12,997 $11,258 10/31/2003 $12,211 $12,932 $11,246 11/30/2003 $12,359 $13,067 $11,216 12/31/2003 $12,459 $13,175 $11,204 1/31/2004 $12,529 $13,250 $11,258 2/29/2004 $12,710 $13,450 $11,319 3/31/2004 $12,689 $13,403 $11,392 4/30/2004 $12,393 $13,086 $11,429 5/31/2004 $12,342 $13,038 $11,495 6/30/2004 $12,393 $13,086 $11,532 7/31/2004 $12,557 $13,258 $11,514 8/31/2004 $12,773 $13,524 $11,520 9/30/2004 $12,835 $13,595 $11,544 10/31/2004 $12,949 $13,712 $11,605 11/30/2004 $12,855 $13,599 $11,611 12/31/2004 $13,010 $13,765 $11,568 1/31/2005 $13,166 $13,894 $11,593 2/28/2005 $13,144 $13,848 $11,660 3/31/2005 $13,079 $13,760 $11,751 4/30/2005 $13,258 $13,977 $11,830 5/31/2005 $13,341 $14,076 $11,818 6/30/2005 $13,404 $14,163 $11,824 7/31/2005 $13,360 $14,099 $11,878 8/31/2005 $13,466 $14,242 $11,939 9/30/2005 $13,378 $14,146 $12,085 10/31/2005 $13,311 $14,060 $12,109 11/30/2005 $13,352 $14,127 $12,012 12/31/2005 $13,458 $14,249 $11,964 1/31/2006 $13,477 $14,287 $12,055 2/28/2006 $13,594 $14,383 $12,079 3/31/2006 $13,493 $14,284 $12,146 4/30/2006 $13,490 $14,279 $12,249 5/31/2006 $13,521 $14,343 $12,310 6/30/2006 $13,462 $14,289 $12,334 7/31/2006 $13,614 $14,459 $12,371 8/31/2006 $13,800 $14,673 $12,395 9/30/2006 $13,875 $14,775 $12,334 10/31/2006 $13,973 $14,868 $12,267 11/30/2006 $14,093 $14,992 $12,249 12/31/2006 $14,033 $14,939 $12,267 1/31/2007 $13,996 $14,901 $12,305 2/28/2007 $14,173 $15,097 $12,371 3/31/2007 $14,100 $15,060 $12,483 4/30/2007 $14,142 $15,104 $12,564 5/31/2007 $14,069 $15,038 $12,641 6/30/2007 $13,995 $14,960 $12,666 7/31/2007 $14,070 $15,076 $12,663 8/31/2007 $13,928 $15,011 $12,639 9/30/2007 $14,142 $15,233 $12,674 10/31/2007 $14,194 $15,301 $12,701 11/30/2007 $14,248 $15,398 $12,777 12/31/2007 $14,254 $15,441 $12,768 1/31/2008 $14,331 $15,636 $12,832 2/29/2008 $13,587 $14,920 $12,869 3/31/2008 $14,005 $15,346 $12,980 4/30/2008 $14,270 $15,526 $13,059 5/31/2008 $14,371 $15,620 $13,169 6/30/2008 $14,201 $15,443 $13,302 7/31/2008 $14,197 $15,502 $13,372 8/31/2008 $14,323 $15,683 $13,318 9/30/2008 $13,421 $14,948 $13,300 10/31/2008 $13,250 $14,795 $13,166 11/30/2008 $13,028 $14,842 $12,913 12/31/2008 $13,230 $15,059 $12,780 1/31/2009 $13,649 $15,610 $12,835 2/28/2009 $13,992 $15,692 $12,899 AVERAGE ANNUAL TOTAL RETURN CLASS C 2/28/09 - ------- ------- 1-Year +2.00% 5-Year +1.94% 10-Year +3.42% Annual Report | 71 Performance Summary (CONTINUED) ENDNOTES BECAUSE MUNICIPAL BONDS ARE SENSITIVE TO INTEREST RATE MOVEMENTS, THE FUND'S YIELD AND SHARE PRICE WILL FLUCTUATE WITH MARKET CONDITIONS. BOND PRICES GENERALLY MOVE IN THE OPPOSITE DIRECTION OF INTEREST RATES. THUS, AS PRICES OF BONDS IN THE FUND ADJUST TO A RISE IN INTEREST RATES, THE FUND'S SHARE PRICE MAY DECLINE. SINCE THE FUND CONCENTRATES ITS INVESTMENTS IN A SINGLE STATE, IT IS SUBJECT TO GREATER RISK OF ADVERSE ECONOMIC AND REGULATORY CHANGES IN THAT STATE THAN A GEOGRAPHICALLY DIVERSIFIED FUND. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. CLASS C: Prior to 1/1/04, these shares were offered with an initial sales charge; thus actual total returns would have differed. These shares have higher annual fees and expenses than Class A shares. (1.) Cumulative total return represents the change in value of an investment over the periods indicated. (2.) Average annual total return represents the average annual change in value of an investment over the periods indicated. (3.) In accordance with SEC rules, we provide standardized average annual total return information through the latest calendar quarter. (4.) Distribution rate is based on an annualization of the respective class's current monthly dividend and the maximum offering price (NAV for Class C) per share on 2/28/09. (5.) Taxable equivalent distribution rate and yield assume the published rates as of 12/29/08 for the maximum combined effective federal and North Carolina personal income tax rate of 40.04%, based on the federal income tax rate of 35.00%. (6.) Yield, calculated as required by the SEC, is based on the earnings of the Fund's portfolio for the month ended 2/28/09. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. (8.) Source: (C) 2009 Morningstar. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. All bonds included have a minimum credit rating of at least Baa3/BBB-. They must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be dated after 12/31/90, and must be at least one year from their maturity date. Remarketed issues, taxable municipal bonds, bonds with floating rates and derivatives are excluded from the index. The index has four main bond sectors: general obligation, revenue, insured and prerefunded. The Consumer Price Index (CPI), calculated by the U.S. Bureau of Labor Statistics, is a commonly used measure of the inflation rate. 72 | Annual Report Your Fund's Expenses FRANKLIN NORTH CAROLINA TAX-FREE INCOME FUND As a Fund shareholder, you can incur two types of costs: - - Transaction costs, including sales charges (loads) on Fund purchases; and - - 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 following table 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 first line (Actual) for each share class listed in the table provides actual account values and expenses. The "Ending Account Value" is derived from the Fund's actual return, which includes the effect of Fund expenses. 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: 1. Divide your account value by $1,000. IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6. 2. Multiply the result by the number under the heading "Expenses Paid During Period." IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 X $7.50 = $64.50. In this illustration, the estimated expenses paid this period are $64.50. HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS Information in the second line (Hypothetical) for each class in the table can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical "Ending Account Value" is based on the actual expense ratio for each class and an assumed 5% annual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. Annual Report | 73 Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES. Therefore, the second line for each class is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING CLASS A VALUE 9/1/08 VALUE 2/28/09 PERIOD* 9/1/08-2/28/09 - ------- ----------------- -------------- ---------------------- Actual $1,000 $ 980.30 $3.19 Hypothetical (5% return before expenses) $1,000 $1,021.57 $3.26 CLASS C - ------- Actual $1,000 $ 977.00 $5.88 Hypothetical (5% return before expenses) $1,000 $1,018.84 $6.01 * Expenses are calculated using the most recent six-month expense ratio, annualized for each class (A: 0.65% and C: 1.20%), multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. 74 | Annual Report Franklin Virginia Tax-Free Income Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin Virginia Tax-Free Income Fund seeks to provide as high a level of income exempt from federal and Virginia personal income taxes as is consistent with prudent investing while seeking preservation of capital by investing at least 80% of its total assets in securities that pay interest free from such taxes.(1) CREDIT QUALITY BREAKDOWN* Franklin Virginia Tax-Free Income Fund Based on Total Long-Term Investments as of 2/28/09** (PIE CHART) AAA 31.4% AA 41.0% A 8.9% BBB 10.2% Not Rated by S&P 8.5% * Standard & Poor's (S&P) is the primary independent rating agency; Moody's is the secondary rating agency. Securities not rated by an independent rating agency are assigned comparable internal ratings. Ratings for securities not rated by S&P are in the table below. ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa 0.2% 0.3% AA or Aa 1.7% -- A 3.4% -- BBB or Baa 2.2% -- Below Investment Grade 0.7% -- --- --- Total 8.2% 0.3% This annual report for Franklin Virginia Tax-Free Income Fund covers the fiscal year ended February 28, 2009. (1.) For investors subject to alternative minimum tax, a small portion of Fund dividends may be taxable. Distributions of capital gains are generally taxable. To avoid imposition of 28% backup withholding on all Fund distributions and redemption proceeds, U.S. investors must be properly certified on Form W-9 and non-U.S. investors on Form W-8BEN. THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S STATEMENT OF INVESTMENTS (SOI). THE SOI BEGINS ON PAGE 139. Annual Report | 75 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. PLEASE VISIT FRANKLINTEMPLETON.COM OR CALL (800) 342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. DIVIDEND DISTRIBUTIONS* Franklin Virginia Tax-Free Income Fund DIVIDEND PER SHARE ----------------------- MONTH CLASS A CLASS C - ----- ---------- ---------- March 2008 4.00 cents 3.44 cents April 2008 4.00 cents 3.44 cents May 2008 4.00 cents 3.44 cents June 2008 4.00 cents 3.47 cents July 2008 4.00 cents 3.47 cents August 2008 4.00 cents 3.47 cents September 2008 4.00 cents 3.48 cents October 2008 4.00 cents 3.48 cents November 2008 4.00 cents 3.48 cents December 2008 4.00 cents 3.52 cents January 2009 4.00 cents 3.52 cents February 2009 4.00 cents 3.52 cents * Assumes shares were purchased and held for the entire accrual period, which differs from the calendar month. Since dividends accrue daily, your actual distributions will vary depending on the date you purchased your shares and any account activity. All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. PERFORMANCE OVERVIEW The Fund's Class A share price, as measured by net asset value, decreased from $11.12 on February 29, 2008, to $10.95 on February 28, 2009. The Fund's Class A shares paid dividends totaling 47.65 cents per share for the same period.(2) The Performance Summary beginning on page 78 shows that at the end of this reporting period the Fund's Class A shares' distribution rate was 4.25% based on an annualization of the current 4.05 cent per share dividend and the maximum offering price of $11.44 on February 28, 2009. An investor in the 2009 maximum combined effective federal and Virginia personal income tax bracket of 38.74% would need to earn a distribution rate of 6.94% from a taxable investment to match the Fund's Class A tax-free distribution rate. For the Fund's Class C shares' performance, please see the Performance Summary. COMMONWEALTH UPDATE Virginia's economy slowed during the year under review but still outperformed the nation, and employment growth was weak yet positive. As of February 2009, the commonwealth's 6.6% unemployment rate was lower than the 8.1% (2.) All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. 76 | Annual Report national average.(3) A large military presence and proximity to the nation's capital remained stabilizing factors for Virginia's economy. Median household effective buying power and per-capita income continued to grow and were well above national levels. However, consistent with national trends, the commonwealth's real estate market slowed, particularly in northern Virginia, an area that had grown significantly in recent years. For the first quarter of fiscal year 2009 through September 2008, Virginia's revenue collections declined 4% compared with the same period in fiscal year 2008.(4) Sales and mortgage recordation taxes weakened, and personal income taxes grew but below the projected rate. To close the budget gap, the governor ordered state agencies to reduce spending and delay pay increases, issued additional pay-as-you-go bonds, enacted one-time transfers, and proposed a withdrawal from the revenue stabilization fund. Virginia's debt burden remained manageable and debt ratios were low, with overall net debt per capita at $764 and about 1.9% of personal income.(4) Independent credit rating agency Standard & Poor's assigned Virginia its highest rating of AAA with a stable outlook.(5) This rating and outlook reflected the commonwealth's strong and diverse economy, strong financial operations, pro-active and conservative budgeting, and manageable debt burden. MANAGER'S DISCUSSION We used various investment strategies during the 12 months under review as we sought to maximize tax-free income for shareholders. Please read the discussion on page 6 for details. Thank you for your continued participation in Franklin Virginia Tax-Free Income Fund. We intend to maintain our conservative, buy-and-hold investment strategy as we attempt to provide shareholders with high, current, tax-free income. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF FEBRUARY 28, 2009, 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, STATE, 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. PORTFOLIO BREAKDOWN Franklin Virginia Tax-Free Income Fund 2/28/09 % OF TOTAL LONG-TERM INVESTMENTS* ------------ Utilities 20.5% Prerefunded 19.9% Other Revenue 16.0% General Obligation 11.4% Transportation 7.8% Hospital & Health Care 5.9% Subject to Government Appropriations 4.7% Housing 4.2% Higher Education 3.9% Tax-Supported 3.3% Corporate-Backed 2.4% * Does not include short-term investments and other net assets. (3.) Source: Bureau of Labor Statistics. (4.) Source: Moody's Investors Service, "New Issue: Virginia (Commonwealth of)," 11/7/08. (5.) This does not indicate Standard & Poor's rating of the Fund. Annual Report | 77 Performance Summary as of 2/28/09 FRANKLIN VIRGINIA TAX-FREE INCOME FUND 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. The performance table and graphs do not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund's dividends and capital gain distributions, if any, and any unrealized gains or losses. PRICE AND DISTRIBUTION INFORMATION CLASS A (SYMBOL: FRVAX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.17 $10.95 $11.12 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.4765 CLASS C (SYMBOL: FVAIX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.16 $11.08 $11.24 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.4144 PERFORMANCE CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURNS INCLUDE MAXIMUM SALES CHARGES. CLASS A: 4.25% MAXIMUM INITIAL SALES CHARGE; CLASS C: 1% CONTINGENT DEFERRED SALES CHARGE IN FIRST YEAR ONLY. CLASS A 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------- Cumulative Total Return(1) +2.80% +13.64% +45.92% Average Annual Total Return(2) -1.54% +1.70% +3.40% Avg. Ann. Total Return (3/31/09)(3) -4.18% +1.78% +3.40% Distribution Rate(4) 4.25% Taxable Equivalent Distribution Rate(5) 6.94% 30-Day Standardized Yield(6) 3.77% Taxable Equivalent Yield(5) 6.15% Total Annual Operating Expenses(7) 0.66% CLASS C 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------- Cumulative Total Return(1) +2.30% +10.70% +38.38% Average Annual Total Return(2) +1.31% +2.05% +3.30% Avg. Ann. Total Return (3/31/09)(3) -1.42% +2.11% +3.29% Distribution Rate(4) 3.84% Taxable Equivalent Distribution Rate(5) 6.27% 30-Day Standardized Yield(6) 3.38% Taxable Equivalent Yield(5) 5.52% Total Annual Operating Expenses(7) 1.21% 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, SEE "FUNDS AND PERFORMANCE" AT FRANKLINTEMPLETON.COM OR CALL (800) 342-5236. 78 | Annual Report Performance Summary (CONTINUED) TOTAL RETURN INDEX COMPARISON FOR A HYPOTHETICAL $10,000 INVESTMENT Total return represents the change in value of an investment over the periods shown. It includes any current, applicable, maximum sales charge, Fund expenses, account fees and reinvested distributions. The unmanaged index includes reinvestment of any income or distributions. It differs from the Fund in composition and does not pay management fees or expenses. One cannot invest directly in an index. CLASS A (3/1/99-2/28/09) (PERFORMANCE GRAPH) FRANKLIN VIRGINIA TAX-FREE INCOME BARCLAYS CAPITAL DATE FUND - CLASS A MUNICIPAL BOND INDEX CPI - ---- ----------------- -------------------- ------- 3/1/1999 $ 9,573 $10,000 $10,000 3/31/1999 $ 9,588 $10,014 $10,030 4/30/1999 $ 9,603 $10,039 $10,103 5/31/1999 $ 9,561 $ 9,981 $10,103 6/30/1999 $ 9,413 $ 9,837 $10,103 7/31/1999 $ 9,427 $ 9,873 $10,134 8/31/1999 $ 9,295 $ 9,794 $10,158 9/30/1999 $ 9,285 $ 9,798 $10,207 10/31/1999 $ 9,135 $ 9,692 $10,225 11/30/1999 $ 9,216 $ 9,795 $10,231 12/31/1999 $ 9,123 $ 9,722 $10,231 1/31/2000 $ 9,037 $ 9,679 $10,261 2/29/2000 $ 9,155 $ 9,792 $10,322 3/31/2000 $ 9,417 $10,006 $10,407 4/30/2000 $ 9,355 $ 9,947 $10,413 5/31/2000 $ 9,286 $ 9,895 $10,426 6/30/2000 $ 9,534 $10,157 $10,480 7/31/2000 $ 9,654 $10,299 $10,505 8/31/2000 $ 9,810 $10,457 $10,505 9/30/2000 $ 9,748 $10,403 $10,559 10/31/2000 $ 9,853 $10,516 $10,578 11/30/2000 $ 9,896 $10,596 $10,584 12/31/2000 $10,108 $10,858 $10,578 1/31/2001 $10,169 $10,965 $10,644 2/28/2001 $10,240 $11,000 $10,687 3/31/2001 $10,328 $11,099 $10,711 4/30/2001 $10,219 $10,978 $10,754 5/31/2001 $10,317 $11,097 $10,802 6/30/2001 $10,388 $11,171 $10,821 7/31/2001 $10,542 $11,336 $10,790 8/31/2001 $10,687 $11,523 $10,790 9/30/2001 $10,620 $11,484 $10,839 10/31/2001 $10,756 $11,621 $10,802 11/30/2001 $10,697 $11,523 $10,784 12/31/2001 $10,554 $11,414 $10,742 1/31/2002 $10,718 $11,612 $10,766 2/28/2002 $10,826 $11,752 $10,809 3/31/2002 $10,643 $11,522 $10,869 4/30/2002 $10,800 $11,747 $10,930 5/31/2002 $10,862 $11,818 $10,930 6/30/2002 $10,953 $11,943 $10,936 7/31/2002 $11,082 $12,097 $10,948 8/31/2002 $11,184 $12,242 $10,985 9/30/2002 $11,401 $12,510 $11,003 10/31/2002 $11,165 $12,303 $11,021 11/30/2002 $11,131 $12,252 $11,021 12/31/2002 $11,371 $12,510 $10,997 1/31/2003 $11,326 $12,479 $11,046 2/28/2003 $11,467 $12,653 $11,131 3/31/2003 $11,491 $12,661 $11,198 4/30/2003 $11,604 $12,744 $11,173 5/31/2003 $11,895 $13,043 $11,155 6/30/2003 $11,859 $12,987 $11,167 7/31/2003 $11,431 $12,533 $11,179 8/31/2003 $11,535 $12,626 $11,222 9/30/2003 $11,801 $12,997 $11,258 10/31/2003 $11,785 $12,932 $11,246 11/30/2003 $11,920 $13,067 $11,216 12/31/2003 $12,024 $13,175 $11,204 1/31/2004 $12,109 $13,250 $11,258 2/29/2004 $12,296 $13,450 $11,319 3/31/2004 $12,278 $13,403 $11,392 4/30/2004 $11,980 $13,086 $11,429 5/31/2004 $11,973 $13,038 $11,495 6/30/2004 $12,007 $13,086 $11,532 7/31/2004 $12,166 $13,258 $11,514 8/31/2004 $12,378 $13,524 $11,520 9/30/2004 $12,455 $13,595 $11,544 10/31/2004 $12,584 $13,712 $11,605 11/30/2004 $12,481 $13,599 $11,611 12/31/2004 $12,676 $13,765 $11,568 1/31/2005 $12,829 $13,894 $11,593 2/28/2005 $12,810 $13,848 $11,660 3/31/2005 $12,771 $13,760 $11,751 4/30/2005 $12,947 $13,977 $11,830 5/31/2005 $13,026 $14,076 $11,818 6/30/2005 $13,106 $14,163 $11,824 7/31/2005 $13,055 $14,099 $11,878 8/31/2005 $13,157 $14,242 $11,939 9/30/2005 $13,094 $14,146 $12,085 10/31/2005 $13,031 $14,060 $12,109 11/30/2005 $13,066 $14,127 $12,012 12/31/2005 $13,169 $14,249 $11,964 1/31/2006 $13,194 $14,287 $12,055 2/28/2006 $13,308 $14,383 $12,079 3/31/2006 $13,231 $14,284 $12,146 4/30/2006 $13,233 $14,279 $12,249 5/31/2006 $13,269 $14,343 $12,310 6/30/2006 $13,226 $14,289 $12,334 7/31/2006 $13,354 $14,459 $12,371 8/31/2006 $13,516 $14,673 $12,395 9/30/2006 $13,598 $14,775 $12,334 10/31/2006 $13,682 $14,868 $12,267 11/30/2006 $13,788 $14,992 $12,249 12/31/2006 $13,755 $14,939 $12,267 1/31/2007 $13,722 $14,901 $12,305 2/28/2007 $13,888 $15,097 $12,371 3/31/2007 $13,854 $15,060 $12,483 4/30/2007 $13,891 $15,104 $12,564 5/31/2007 $13,834 $15,038 $12,641 6/30/2007 $13,788 $14,960 $12,666 7/31/2007 $13,884 $15,076 $12,663 8/31/2007 $13,801 $15,011 $12,639 9/30/2007 $13,970 $15,233 $12,674 10/31/2007 $14,030 $15,301 $12,701 11/30/2007 $14,115 $15,398 $12,777 12/31/2007 $14,116 $15,441 $12,768 1/31/2008 $14,226 $15,636 $12,832 2/29/2008 $13,591 $14,920 $12,869 3/31/2008 $13,995 $15,346 $12,980 4/30/2008 $14,203 $15,526 $13,059 5/31/2008 $14,301 $15,620 $13,169 6/30/2008 $14,153 $15,443 $13,302 7/31/2008 $14,178 $15,502 $13,372 8/31/2008 $14,278 $15,683 $13,318 9/30/2008 $13,452 $14,948 $13,300 10/31/2008 $13,304 $14,795 $13,166 11/30/2008 $13,203 $14,842 $12,913 12/31/2008 $13,380 $15,059 $12,780 1/31/2009 $13,747 $15,610 $12,835 2/28/2009 $13,968 $15,692 $12,899 AVERAGE ANNUAL TOTAL RETURN CLASS A 2/28/09 - ------- ------- 1-Year -1.54% 5-Year +1.70% 10-Year +3.40% CLASS C (3/1/99-2/28/09) (PERFORMANCE GRAPH) FRANKLIN VIRGINIA TAX-FREE INCOME BARCLAYS CAPITAL DATE FUND - CLASS C MUNICIPAL BOND INDEX CPI - ---- ----------------- -------------------- ------- 3/1/1999 $10,000 $10,000 $10,000 3/31/1999 $10,019 $10,014 $10,030 4/30/1999 $10,038 $10,039 $10,103 5/31/1999 $ 9,982 $ 9,981 $10,103 6/30/1999 $ 9,824 $ 9,837 $10,103 7/31/1999 $ 9,834 $ 9,873 $10,134 8/31/1999 $ 9,692 $ 9,794 $10,158 9/30/1999 $ 9,669 $ 9,798 $10,207 10/31/1999 $ 9,518 $ 9,692 $10,225 11/30/1999 $ 9,598 $ 9,795 $10,231 12/31/1999 $ 9,488 $ 9,722 $10,231 1/31/2000 $ 9,405 $ 9,679 $10,261 2/29/2000 $ 9,513 $ 9,792 $10,322 3/31/2000 $ 9,788 $10,006 $10,407 4/30/2000 $ 9,720 $ 9,947 $10,413 5/31/2000 $ 9,645 $ 9,895 $10,426 6/30/2000 $ 9,896 $10,157 $10,480 7/31/2000 $10,016 $10,299 $10,505 8/31/2000 $10,171 $10,457 $10,505 9/30/2000 $10,103 $10,403 $10,559 10/31/2000 $10,206 $10,516 $10,578 11/30/2000 $10,246 $10,596 $10,584 12/31/2000 $10,459 $10,858 $10,578 1/31/2001 $10,517 $10,965 $10,644 2/28/2001 $10,585 $11,000 $10,687 3/31/2001 $10,680 $11,099 $10,711 4/30/2001 $10,563 $10,978 $10,754 5/31/2001 $10,650 $11,097 $10,802 6/30/2001 $10,727 $11,171 $10,821 7/31/2001 $10,879 $11,336 $10,790 8/31/2001 $11,013 $11,523 $10,790 9/30/2001 $10,949 $11,484 $10,839 10/31/2001 $11,083 $11,621 $10,802 11/30/2001 $11,018 $11,523 $10,784 12/31/2001 $10,867 $11,414 $10,742 1/31/2002 $11,029 $11,612 $10,766 2/28/2002 $11,144 $11,752 $10,809 3/31/2002 $10,943 $11,522 $10,869 4/30/2002 $11,107 $11,747 $10,930 5/31/2002 $11,156 $11,818 $10,930 6/30/2002 $11,243 $11,943 $10,936 7/31/2002 $11,370 $12,097 $10,948 8/31/2002 $11,468 $12,242 $10,985 9/30/2002 $11,693 $12,510 $11,003 10/31/2002 $11,448 $12,303 $11,021 11/30/2002 $11,409 $12,252 $11,021 12/31/2002 $11,637 $12,510 $10,997 1/31/2003 $11,596 $12,479 $11,046 2/28/2003 $11,735 $12,653 $11,131 3/31/2003 $11,753 $12,661 $11,198 4/30/2003 $11,862 $12,744 $11,173 5/31/2003 $12,153 $13,043 $11,155 6/30/2003 $12,110 $12,987 $11,167 7/31/2003 $11,672 $12,533 $11,179 8/31/2003 $11,772 $12,626 $11,222 9/30/2003 $12,035 $12,997 $11,258 10/31/2003 $12,013 $12,932 $11,246 11/30/2003 $12,144 $13,067 $11,216 12/31/2003 $12,243 $13,175 $11,204 1/31/2004 $12,322 $13,250 $11,258 2/29/2004 $12,505 $13,450 $11,319 3/31/2004 $12,481 $13,403 $11,392 4/30/2004 $12,175 $13,086 $11,429 5/31/2004 $12,172 $13,038 $11,495 6/30/2004 $12,190 $13,086 $11,532 7/31/2004 $12,345 $13,258 $11,514 8/31/2004 $12,563 $13,524 $11,520 9/30/2004 $12,635 $13,595 $11,544 10/31/2004 $12,759 $13,712 $11,605 11/30/2004 $12,650 $13,599 $11,611 12/31/2004 $12,839 $13,765 $11,568 1/31/2005 $12,987 $13,894 $11,593 2/28/2005 $12,962 $13,848 $11,660 3/31/2005 $12,916 $13,760 $11,751 4/30/2005 $13,087 $13,977 $11,830 5/31/2005 $13,171 $14,076 $11,818 6/30/2005 $13,234 $14,163 $11,824 7/31/2005 $13,187 $14,099 $11,878 8/31/2005 $13,283 $14,242 $11,939 9/30/2005 $13,204 $14,146 $12,085 10/31/2005 $13,145 $14,060 $12,109 11/30/2005 $13,175 $14,127 $12,012 12/31/2005 $13,271 $14,249 $11,964 1/31/2006 $13,290 $14,287 $12,055 2/28/2006 $13,387 $14,383 $12,079 3/31/2006 $13,304 $14,284 $12,146 4/30/2006 $13,311 $14,279 $12,249 5/31/2006 $13,341 $14,343 $12,310 6/30/2006 $13,292 $14,289 $12,334 7/31/2006 $13,412 $14,459 $12,371 8/31/2006 $13,568 $14,673 $12,395 9/30/2006 $13,643 $14,775 $12,334 10/31/2006 $13,720 $14,868 $12,267 11/30/2006 $13,831 $14,992 $12,249 12/31/2006 $13,780 $14,939 $12,267 1/31/2007 $13,741 $14,901 $12,305 2/28/2007 $13,899 $15,097 $12,371 3/31/2007 $13,860 $15,060 $12,483 4/30/2007 $13,890 $15,104 $12,564 5/31/2007 $13,839 $15,038 $12,641 6/30/2007 $13,775 $14,960 $12,666 7/31/2007 $13,863 $15,076 $12,663 8/31/2007 $13,775 $15,011 $12,639 9/30/2007 $13,947 $15,233 $12,674 10/31/2007 $14,000 $15,301 $12,701 11/30/2007 $14,066 $15,398 $12,777 12/31/2007 $14,073 $15,441 $12,768 1/31/2008 $14,174 $15,636 $12,832 2/29/2008 $13,531 $14,920 $12,869 3/31/2008 $13,921 $15,346 $12,980 4/30/2008 $14,132 $15,526 $13,059 5/31/2008 $14,222 $15,620 $13,169 6/30/2008 $14,058 $15,443 $13,302 7/31/2008 $14,076 $15,502 $13,372 8/31/2008 $14,179 $15,683 $13,318 9/30/2008 $13,350 $14,948 $13,300 10/31/2008 $13,198 $14,795 $13,166 11/30/2008 $13,092 $14,842 $12,913 12/31/2008 $13,260 $15,059 $12,780 1/31/2009 $13,614 $15,610 $12,835 2/28/2009 $13,838 $15,692 $12,899 AVERAGE ANNUAL TOTAL RETURN CLASS C 2/28/09 - ------- ------- 1-Year +1.31% 5-Year +2.05% 10-Year +3.30% Annual Report | 79 Performance Summary (CONTINUED) ENDNOTES BECAUSE MUNICIPAL BONDS ARE SENSITIVE TO INTEREST RATE MOVEMENTS, THE FUND'S YIELD AND SHARE PRICE WILL FLUCTUATE WITH MARKET CONDITIONS. BOND PRICES GENERALLY MOVE IN THE OPPOSITE DIRECTION OF INTEREST RATES. THUS, AS PRICES OF BONDS IN THE FUND ADJUST TO A RISE IN INTEREST RATES, THE FUND'S SHARE PRICE MAY DECLINE. SINCE THE FUND CONCENTRATES ITS INVESTMENTS IN A SINGLE STATE, IT IS SUBJECT TO GREATER RISK OF ADVERSE ECONOMIC AND REGULATORY CHANGES IN THAT STATE THAN A GEOGRAPHICALLY DIVERSIFIED FUND. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. CLASS C: Prior to 1/1/04, these shares were offered with an initial sales charge; thus actual total returns would have differed. These shares have higher annual fees and expenses than Class A shares. (1.) Cumulative total return represents the change in value of an investment over the periods indicated. (2.) Average annual total return represents the average annual change in value of an investment over the periods indicated. (3.) In accordance with SEC rules, we provide standardized average annual total return information through the latest calendar quarter. (4.) Distribution rate is based on an annualization of the respective class's current monthly dividend and the maximum offering price (NAV for Class C) per share on 2/28/09. (5.) Taxable equivalent distribution rate and yield assume the published rates as of 12/29/08 for the maximum combined federal and Virginia personal income tax rate of 38.74%, based on the federal income tax rate of 35.00%. (6.) Yield, calculated as required by the SEC, is based on the earnings of the Fund's portfolio for the month ended 2/28/09. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. (8.) Source: (C) 2009 Morningstar. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. All bonds included have a minimum credit rating of at least Baa3/BBB-. They must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be dated after 12/31/90, and must be at least one year from their maturity date. Remarketed issues, taxable municipal bonds, bonds with floating rates and derivatives are excluded from the index. The index has four main bond sectors: general obligation, revenue, insured and prerefunded. The Consumer Price Index (CPI), calculated by the U.S. Bureau of Labor Statistics, is a commonly used measure of the inflation rate. 80 | Annual Report Your Fund's Expenses FRANKLIN VIRGINIA TAX-FREE INCOME FUND As a Fund shareholder, you can incur two types of costs: - - Transaction costs, including sales charges (loads) on Fund purchases; and - - 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 following table 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 first line (Actual) for each share class listed in the table provides actual account values and expenses. The "Ending Account Value" is derived from the Fund's actual return, which includes the effect of Fund expenses. 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: 1. Divide your account value by $1,000. IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6. 2. Multiply the result by the number under the heading "Expenses Paid During Period." IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 X $7.50 = $64.50. In this illustration, the estimated expenses paid this period are $64.50. HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS Information in the second line (Hypothetical) for each class in the table can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical "Ending Account Value" is based on the actual expense ratio for each class and an assumed 5% annual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. Annual Report | 81 Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES. Therefore, the second line for each class is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. BEGINNING EXPENSES PAID ACCOUNT ENDING ACCOUNT DURING PERIOD* VALUE 9/1/08 VALUE 2/28/09 9/1/08-2/28/09 ------------ -------------- --------------- CLASS A Actual $1,000 $ 978.60 $3.29 Hypothetical (5% return before expenses) $1,000 $1,021.47 $3.36 CLASS C Actual $1,000 $ 976.20 $5.93 Hypothetical (5% return before expenses) $1,000 $1,018.79 $6.06 * Expenses are calculated using the most recent six-month expense ratio, annualized for each class (A: 0.67% and C: 1.21%), multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. 82 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN ALABAMA TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ------------------------------------------------------------ 2009 2008(a) 2007 2006 2005 -------- -------- -------- -------- -------- CLASS A PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 10.84 $ 11.51 $ 11.49 $ 11.61 $ 11.76 -------- -------- -------- -------- -------- Income from investment operations(b): Net investment income(c) .................... 0.48 0.47 0.48 0.50 0.51 Net realized and unrealized gains (losses) .. (0.26) (0.67) 0.02 (0.12) (0.16) -------- -------- -------- -------- -------- Total from investment operations ............... 0.22 (0.20) 0.50 0.38 0.35 -------- -------- -------- -------- -------- Less distributions from net investment income .. (0.47) (0.47) (0.48) (0.50) (0.50) -------- -------- -------- -------- -------- Redemption fees(d) ............................. --(e) --(e) --(e) --(e) -- -------- -------- -------- -------- -------- Net asset value, end of year ................... $ 10.59 $ 10.84 $ 11.51 $ 11.49 $ 11.61 ======== ======== ======== ======== ======== Total return(f) ................................ 2.18% (1.96)% 4.50% 3.34% 3.12% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 0.71% 0.71% 0.71% 0.72% 0.72% Net investment income .......................... 4.40% 4.14% 4.23% 4.31% 4.39% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $218,937 $230,439 $244,272 $237,848 $225,258 Portfolio turnover rate ........................ 20.42% 16.92% 16.04% 12.86% 8.53% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Effective September 1, 2008, the redemption fee was eliminated. (e) Amount rounds to less than $0.01 per share. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. Annual Report | 83 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN ALABAMA TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ------------------------------------------------------- 2009 2008(a) 2007 2006 2005 ------- ------- ------- ------- ------- CLASS C PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 10.93 $ 11.60 $ 11.58 $ 11.70 $ 11.84 ------- ------- ------- ------- ------- Income from investment operations(b): Net investment income(c) .................... 0.42 0.41 0.42 0.44 0.45 Net realized and unrealized gains (losses) .. (0.25) (0.68) 0.02 (0.12) (0.15) ------- ------- ------- ------- ------- Total from investment operations ............... 0.17 (0.27) 0.44 0.32 0.30 ------- ------- ------- ------- ------- Less distributions from net investment income .. (0.41) (0.40) (0.42) (0.44) (0.44) ------- ------- ------- ------- ------- Redemption fees(d) ............................. --(e) --(e) --(e) --(e) -- ------- ------- ------- ------- ------- Net asset value, end of year ................... $ 10.69 $ 10.93 $ 11.60 $ 11.58 $ 11.70 ======= ======= ======= ======= ======= Total return(f) ................................ 1.59% (2.39)% 3.89% 2.75% 2.63% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 1.26% 1.26% 1.26% 1.27% 1.27% Net investment income .......................... 3.85% 3.59% 3.68% 3.76% 3.84% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $41,651 $38,341 $38,094 $35,638 $31,702 Portfolio turnover rate ........................ 20.42% 16.92% 16.04% 12.86% 8.53% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Effective September 1, 2008, the redemption fee was eliminated. (e) Amount rounds to less than $0.01 per share. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. 84 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 PRINCIPAL FRANKLIN ALABAMA TAX-FREE INCOME FUND AMOUNT VALUE - ------------------------------------- ------------ ------------ MUNICIPAL BONDS 95.9% ALABAMA 83.8% Alabama Building Renovation Finance Authority Revenue, Refunding, AMBAC Insured, 5.625%, 9/01/24 ................................................ $ 2,500,000 $ 2,564,900 Alabama Drinking Water Finance Authority Revenue, Revolving Fund Loan, Series A, AMBAC Insured, 5.25%, 8/15/24 ................................. 1,755,000 1,800,648 Alabama Water Pollution Control Authority Revenue, Revolving Fund Loan, Series A, AMBAC Insured, 5.00%, 8/15/23 ................................. 4,435,000 4,475,935 Alabaster GO, wts., AMBAC Insured, Pre-Refunded, 5.00%, 9/01/24 ............ 3,470,000 3,747,704 Alabaster Sewer Revenue, AMBAC Insured, 5.00%, 4/01/29 ..................... 2,055,000 2,001,591 Athens GO, wts., XLCA Insured, 5.00%, 2/01/36 .............................. 2,560,000 2,365,363 Auburn GO, Refunding, FSA Insured, 5.00%, 1/01/24 .......................... 1,500,000 1,516,050 Auburn University General Fee Revenue, Auburn University, Series A, FSA Insured, 5.00%, 6/01/38 ................................................. 7,000,000 6,872,810 Bessemer GO, wts., XLCA Insured, 5.00%, 2/01/35 ............................ 1,990,000 1,815,576 Bessemer Governmental Utility Services Corp. Water Supply Revenue, Refunding, Series A, Assured Guaranty, 5.00%, 6/01/39 ................... 3,825,000 3,576,337 Birmingham Southern College Private Educational Building Authority Tuition Revenue, Refunding, 5.35%, 12/01/19 ..................................... 1,000,000 834,100 Butler County IDA Environmental Improvement Revenue, International Paper, Series A, 7.00%, 9/01/32 ................................................ 1,000,000 715,220 Butler County Public Education Cooperative District, Series A, XLCA Insured, 5.00%, 7/01/37 ................................................. 9,025,000 7,196,354 Central Elmore Water and Sewer Authority Revenue, Water, MBIA Insured, 5.00%, 1/01/29 .......................................................... 4,290,000 4,127,838 Clarke and Mobile Counties Gas District Revenue, AMBAC Insured, Pre-Refunded, 5.875%, 12/01/23 .......................................... 4,000,000 4,236,440 Coffee County PBA, Building Revenue, MBIA Insured, 5.00%, 9/01/27 .......... 2,145,000 2,189,916 Cullman and Jefferson Counties Gas District Gas Revenue, MBIA Insured, 5.85%, 7/01/24 .......................................................... 2,000,000 2,085,120 DCH Health Care Authority Health Care Facilities Revenue, 5.125%, 6/01/36 .. 7,000,000 5,811,400 East Alabama Health Care Authority Health Care Facilities Revenue, Mandatory Put 9/01/18, Series A, 5.25%, 9/01/36 ................................................ 5,000,000 4,676,050 Series B, 5.50%, 9/01/33 ................................................ 4,500,000 4,244,805 Etowah County Board of Education Special Tax, School wts., FSA Insured, 5.00%, 9/01/24 ................................................................. 4,235,000 4,316,778 9/01/28 ................................................................. 2,000,000 2,005,560 9/01/33 ................................................................. 2,500,000 2,411,050 Fairfield GO, wts., Refunding, AMBAC Insured, 5.00%, 2/01/29 ............... 1,500,000 1,503,165 Fairfield IDB Environmental Improvement Revenue, USX Corp. Project, Refunding, 5.45%, 9/01/14 ............................................... 2,000,000 1,978,540 Florence Electric Revenue, wts., FSA Insured, 5.25%, 6/01/19 ............... 1,415,000 1,436,126 Franklin County GO, wts., Series B, AMBAC Insured, 5.125%, 10/01/33 ........ 2,000,000 2,017,360 Houston County Health Care Authority Revenue, AMBAC Insured, Pre-Refunded, 6.125%, 10/01/25 ........................... 1,000,000 1,038,830 AMBAC Insured, Pre-Refunded, 6.25%, 10/01/30 ............................ 3,150,000 3,274,551 Series A, AMBAC Insured, 5.25%, 10/01/30 ................................... 5,000,000 3,920,150 Huntsville Health Care Authority Revenue, Series A, MBIA Insured, Pre-Refunded, 5.40%, 6/01/22 .......................................................... 4,000,000 4,501,760 5.50%, 6/01/27 .......................................................... 3,820,000 4,310,985 Huntsville PBA Lease Revenue, Municipal Justice and Public Safety Center, Refunding and Improvement, MBIA Insured, 5.00%, 10/01/33 ................... 8,000,000 7,661,440 Jacksonville State University Revenue, Tuition and Fee, MBIA Insured, 5.00%, 12/01/22 ......................................................... 3,000,000 3,032,850 Annual Report | 85 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN ALABAMA TAX-FREE INCOME FUND AMOUNT VALUE - ------------------------------------- ------------ ------------ MUNICIPAL BONDS (CONTINUED) ALABAMA (CONTINUED) Jefferson County Limited Obligation School wts. Revenue, Series A, 5.00%, 1/01/24 ................................................................. $ 2,000,000 $ 1,122,160 Jefferson County Sewer Revenue, wts., ETM, 7.50%, 9/01/13 .................. 200,000 224,636 Lauderdale County and Florence Health Care Authority Revenue, Coffee Health Group, Series A, MBIA Insured, 5.625%, 7/01/21 ......................................................... 3,000,000 2,760,180 5.375%, 7/01/29 ......................................................... 3,095,000 2,439,355 Pre-Refunded, 5.375%, 7/01/29 .............................................. 1,905,000 1,953,997 Leeds Public Educational Building Authority Educational Facilities Revenue, Assured Guaranty, 5.125%, 4/01/33 ....................................... 7,410,000 7,224,602 Limestone County Water and Sewer Authority Water Revenue, AMBAC Insured, 5.00%, 12/01/29 ................................................................ 1,540,000 1,535,934 12/01/31 ................................................................ 3,910,000 3,795,945 Madison County Board of Education Capital Outlay GO, Tax Anticipation wts., Series A, AMBAC Insured, 5.00%, 9/01/34 ................................. 1,000,000 919,750 Madison GO, wts., AMBAC Insured, Pre-Refunded, 5.35%, 2/01/26 ............................. 2,410,000 2,621,670 Refunding, XLCA Insured, 4.75%, 12/01/36 ................................ 2,455,000 2,224,475 Madison Water and Wastewater Board Water and Sewer Revenue, Refunding, Series A, XLCA Insured, 4.75%, 12/01/31 ................................. 7,500,000 6,771,450 Marshall County Health Care Authority GO, Refunding, AMBAC Insured, 4.75%, 2/01/33 ................................................................. 3,000,000 2,647,320 Marshall County Health Care Authority Hospital Revenue, Series A, 5.75%, 1/01/32 ................................................................. 2,170,000 1,868,305 Mobile County Board School Commissioners GO, Capital Outlay wts., Series B, AMBAC Insured, Pre-Refunded, 5.10%, 3/01/22 .......................................................... 2,265,000 2,433,675 5.125%, 3/01/31 ......................................................... 8,230,000 8,846,921 Mobile GO, wts., 5.50%, 2/15/30 ............................................ 2,000,000 1,953,760 Moulton Water Works Board Water Revenue, MBIA Insured, 5.375%, 1/01/32 ..... 1,935,000 1,775,517 Muscle Shoals GO, wts., MBIA Insured, Pre-Refunded, 5.50%, 8/01/30 ......... 1,550,000 1,679,689 Orange Beach Water Sewer and Fire Protection Authority Revenue, MBIA Insured, 5.00%, 5/15/35 ................................................. 2,000,000 1,920,860 Oxford GO, School wts., AMBAC Insured, Pre-Refunded, 6.00%, 5/01/30 ........ 4,275,000 4,398,120 Sheffield GO, wts., AMBAC Insured, 5.125%, 5/01/33 ......................... 2,610,000 2,630,697 Sylacauga GO, wts., AMBAC Insured, Pre-Refunded, 5.50%, 6/01/25 ............ 1,700,000 1,828,384 Tallassee GO, Water Gas and Sewer wts., AMBAC Insured, 5.25%, 5/01/31 .......................................................... 705,000 711,888 Pre-Refunded, 5.25%, 5/01/31 ............................................ 430,000 470,209 Troy Public Educational Building Authority Dormitory Revenue, Troy University Housing LLC Project, Series A, CIFG Insured, 5.00%, 9/01/32 .. 5,000,000 4,516,600 Troy State University Student Fee Revenue, MBIA Insured, 5.00%, 11/01/21 ... 2,215,000 2,275,912 Trussville GO, wts., Series A, FGIC Insured, 5.00%, 10/01/36 ............... 4,740,000 4,508,593 Tuscaloosa Public Educational Building Authority Student Housing Revenue, Ridgecrest Student Housing LLC, Assured Guaranty, 6.75%, 7/01/38 ........ 5,000,000 5,409,000 University of Alabama at Birmingham Hospital Revenue, Refunding, Series A, AMBAC Insured, 5.00%, 9/01/41 ........................................... 9,000,000 7,344,270 University of Montevallo Revenue, FSA Insured, Pre-Refunded, 5.30%, 5/01/22 .......................................................... 1,940,000 2,127,850 University of North Alabama Revenue, General Fee, Series A, FSA Insured, 5.375%, 11/01/17 .................... 4,395,000 4,456,882 Student Housing, FGIC Insured, 5.00%, 11/01/29 .......................... 2,995,000 2,846,718 86 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN ALABAMA TAX-FREE INCOME FUND AMOUNT VALUE - ------------------------------------- ------------ ------------ MUNICIPAL BONDS (CONTINUED) ALABAMA (CONTINUED) University of South Alabama University Revenues, Facilities, Capital Improvement, BHAC Insured, 5.00%, 8/01/38 ............................... $ 5,000,000 $ 4,954,100 Valley Special Care Facilities Financing Authority Revenue, Lanier Memorial Hospital, Series A, 5.65%, 11/01/22 ..................................... 3,465,000 2,865,694 ------------ 218,328,420 ------------ U.S. TERRITORIES 12.1% PUERTO RICO 10.7% Puerto Rico Commonwealth Aqueduct and Sewer Authority Revenue, senior lien, Series A, 6.00%, 7/01/38 ................................................ 1,000,000 910,940 Puerto Rico Commonwealth GO, Public Improvement, FSA Insured, Pre-Refunded, 5.25%, 7/01/27 ............................... 1,495,000 1,635,201 FSA Insured, Pre-Refunded, 5.125%, 7/01/30 .............................. 1,885,000 2,056,384 Refunding, FSA Insured, 5.25%, 7/01/27 .................................. 1,005,000 1,002,578 Refunding, FSA Insured, 5.125%, 7/01/30 ................................. 1,115,000 1,069,542 Series A, 5.125%, 7/01/31 ............................................... 3,550,000 2,886,186 Series A, Pre-Refunded, 5.125%, 7/01/31 ................................. 1,450,000 1,581,834 Puerto Rico Commonwealth Highway and Transportation Authority Transportation Revenue, Refunding, Series N, Assured Guaranty, 5.25%, 7/01/36 .......... 10,000,000 9,744,400 Puerto Rico Electric Power Authority Power Revenue, Series WW, 5.50%, 7/01/38 ................................................................. 3,350,000 2,959,055 Puerto Rico PBA Guaranteed Revenue, Government Facilities, Refunding, Series D, 5.25%, 7/01/27 ..................................... 760,000 658,076 Refunding, Series G, 5.00%, 7/01/26 ..................................... 1,000,000 833,200 Series D, Pre-Refunded, 5.25%, 7/01/27 .................................. 2,305,000 2,533,817 ------------ 27,871,213 ------------ VIRGIN ISLANDS 1.4% Virgin Islands PFAR, Virgin Islands Matching Fund Loan Notes, senior lien, Refunding, Series A, 5.50%, 10/01/13 ................................................................ 1,700,000 1,687,063 10/01/22 ................................................................ 2,300,000 1,905,389 ------------ 3,592,452 ------------ TOTAL U.S. TERRITORIES ..................................................... 31,463,665 ------------ TOTAL INVESTMENTS (COST $260,870,273) 95.9% ................................ 249,792,085 OTHER ASSETS, LESS LIABILITIES 4.1% ........................................ 10,795,587 ------------ NET ASSETS 100.0% .......................................................... $260,587,672 ============ See Abbreviations on page 170. The accompanying notes are an integral part of these financial statements. Annual Report | 87 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN FLORIDA TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, -------------------------------------------------------------- 2009 2008(a) 2007 2006 2005 ---------- ---------- ---------- ---------- ---------- CLASS A PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ................ $ 11.17 $ 11.94 $ 11.93 $ 12.00 $ 12.17 ---------- ---------- ---------- ---------- ---------- Income from investment operations(b): Net investment income(c) ....................... 0.53 0.53 0.53 0.54 0.55 Net realized and unrealized gains (losses) ..... (0.27) (0.74) 0.02 (0.06) (0.17) ---------- ---------- ---------- ---------- ---------- Total from investment operations .................. 0.26 (0.21) 0.55 0.48 0.38 ---------- ---------- ---------- ---------- ---------- Less distributions from: Net investment income .......................... (0.52) (0.53) (0.54) (0.55) (0.55) Net realized gains ............................. (0.01) (0.03) -- -- -- ---------- ---------- ---------- ---------- ---------- Total distributions ............................... (0.53) (0.56) (0.54) (0.55) (0.55) ---------- ---------- ---------- ---------- ---------- Redemption fees(d, e) ............................. -- -- -- -- -- ---------- ---------- ---------- ---------- ---------- Net asset value, end of year ...................... $ 10.90 $ 11.17 $ 11.94 $ 11.93 $ 12.00 ========== ========== ========== ========== ========== Total return(f) ................................... 2.37% (1.83)% 4.64% 4.07% 3.28% RATIOS TO AVERAGE NET ASSETS Expenses .......................................... 0.62% 0.61% 0.61% 0.62% 0.62% Net investment income ............................. 4.77% 4.51% 4.51% 4.54% 4.67% SUPPLEMENTAL DATA Net assets, end of year (000's) ................... $1,155,202 $1,279,340 $1,476,477 $1,533,884 $1,488,979 Portfolio turnover rate ........................... 10.74% 6.85% 6.90% 9.37% 4.15% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Effective September 1, 2008, the redemption fee was eliminated. (e) Amount rounds to less than $0.01 per share. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. 88 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN FLORIDA TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ----------------------------------------------- 2009 2008(a) 2007 2006 2005 ------- ------- ------- ------- ------- CLASS B PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year .......... $ 11.25 $ 12.02 $ 12.01 $ 12.08 $ 12.25 ------- ------- ------- ------- ------- Income from investment operations(b): Net investment income(c) .................... 0.47 0.47 0.47 0.48 0.49 Net realized and unrealized gains (losses) .. (0.26) (0.75) 0.01 (0.07) (0.18) ------- ------- ------- ------- ------- Total from investment operations ............ 0.21 (0.28) 0.48 0.41 0.31 ------- ------- ------- ------- ------- Less distributions from: Net investment income ....................... (0.46) (0.46) (0.47) (0.48) (0.48) Net realized gains .......................... (0.01) (0.03) -- -- -- ------- ------- ------- ------- ------- Total distributions ......................... (0.47) (0.49) (0.47) (0.48) (0.48) ------- ------- ------- ------- ------- Redemption fees(d, e) ....................... -- -- -- -- -- ------- ------- ------- ------- ------- Net asset value, end of year ................ $ 10.99 $ 11.25 $ 12.02 $ 12.01 $ 12.08 ======= ======= ======= ======= ======= Total return(f) ............................. 1.89% (2.43)% 4.12% 3.48% 2.66% RATIOS TO AVERAGE NET ASSETS Expenses .................................... 1.17% 1.16% 1.16% 1.17% 1.17% Net investment income ....................... 4.22% 3.96% 3.96% 3.99% 4.12% SUPPLEMENTAL DATA Net assets, end of year (000's) ............. $36,536 $47,654 $59,481 $68,109 $74,311 Portfolio turnover rate ..................... 10.74% 6.85% 6.90% 9.37% 4.15% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Effective September 1, 2008, the redemption fee was eliminated. (e) Amount rounds to less than $0.01 per share. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. Annual Report | 89 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN FLORIDA TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ---------------------------------------------------- 2009 2008(a) 2007 2006 2005 -------- -------- -------- -------- -------- CLASS C PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 11.32 $ 12.09 $ 12.07 $ 12.14 $ 12.30 -------- -------- -------- -------- -------- Income from investment operations(b): Net investment income(c) .................... 0.48 0.47 0.48 0.48 0.49 Net realized and unrealized gains (losses) .. (0.27) (0.75) 0.01 (0.07) (0.17) -------- -------- -------- -------- -------- Total from investment operations ............... 0.21 (0.28) 0.49 0.41 0.32 -------- -------- -------- -------- -------- Less distributions from: Net investment income ....................... (0.46) (0.46) (0.47) (0.48) (0.48) Net realized gains .......................... (0.01) (0.03) -- -- -- -------- -------- -------- -------- -------- Total distributions ............................ (0.47) (0.49) (0.47) (0.48) (0.48) -------- -------- -------- -------- -------- Redemption fees(d, e) .......................... -- -- -- -- -- -------- -------- -------- -------- -------- Net asset value, end of year ................... $ 11.06 $ 11.32 $ 12.09 $ 12.07 $ 12.14 ======== ======== ======== ======== ======== Total return(f) ................................ 1.86% (2.41)% 4.18% 3.45% 2.74% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 1.17% 1.16% 1.15% 1.17% 1.17% Net investment income .......................... 4.22% 3.96% 3.97% 3.99% 4.12% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $109,884 $115,863 $136,712 $140,508 $124,949 Portfolio turnover rate ........................ 10.74% 6.85% 6.90% 9.37% 4.15% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Effective September 1, 2008, the redemption fee was eliminated. (e) Amount rounds to less than $0.01 per share. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. 90 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 PRINCIPAL FRANKLIN FLORIDA TAX-FREE INCOME FUND AMOUNT VALUE - -------------------------------------------------------------------------------- ----------- -------------- MUNICIPAL BONDS 99.0% FLORIDA 94.5% Alachua County Health Facilities Authority Health Facilities Revenue, Shands Healthcare Project, Refunding, Series D-1, 6.50%, 12/01/19 .................................. $ 1,215,000 $ 1,262,810 Refunding, Series D-1, 6.75%, 12/01/22 .................................. 1,000,000 1,020,590 Series D-2, 6.75%, 12/01/30 ............................................. 5,000,000 5,013,450 Alachua County School Board COP, AMBAC Insured, 5.00%, 7/01/21 ............. 2,000,000 2,035,380 Brevard County Health Facilities Authority Health Care Facilities Revenue, Health First Inc. ....................................................... Project, MBIA Insured, 5.00%, 4/01/26 ................................... 5,000,000 3,784,150 Brevard County School Board COP, Refunding, Series A, AMBAC Insured, 5.40%, 7/01/11 ...................... 4,415,000 4,654,116 Series A, AMBAC Insured, 5.00%, 7/01/26 ................................. 10,675,000 10,232,308 Broward County Educational Facilities Authority Revenue, Educational Facilities, Nova Southeastern, Refunding, Series B, 5.60%, 4/01/29 ...... 3,180,000 2,626,426 Broward County Health Facilities Authority Revenue, Catholic Health Services, Refunding, 5.50%, 8/15/20 ..................................... 9,360,000 9,240,941 Broward County HFA, MFHR, Bridgewater Place Apartments Project, Series A, 5.45%, 10/01/34 ... 3,000,000 2,556,600 MFHR, Cross Keys Apartments Project, Series A, 5.80%, 10/01/33 .......... 1,980,000 1,679,614 MFHR, Cross Keys Apartments Project, Series A, 5.85%, 4/01/39 ........... 5,730,000 4,785,868 MFHR, Stirling Apartments Phase II, Series A, 5.35%, 10/01/29 ........... 990,000 833,481 MFHR, Stirling Apartments Phase II, Series A, 5.40%, 4/01/39 ............ 1,980,000 1,627,322 SFMR, Refunding, Series B, FHA Insured, zero cpn., 4/01/29 .............. 265,000 66,595 Broward County HFAR, Series D, 6.90%, 6/01/09 .......................................................... 5,000 5,012 7.375%, 6/01/21 ......................................................... 65,000 65,114 Broward County School Board COP, Series A, FSA Insured, 5.00%, 7/01/26 ..... 21,500,000 20,820,385 Broward County Water and Sewer Utility Revenue, Series A, 5.25%, 10/01/34.. 2,200,000 2,193,752 Cape Canaveral Hospital District Revenue COP, Refunding, 5.25%, 1/01/28 .... 3,500,000 2,869,580 Celebration CDD, Special Assessment, Series A, MBIA Insured, 5.50%, 5/01/18 .......................................................... 1,345,000 1,349,129 Citrus County Hospital Board Revenue, Citrus Memorial Hospital, Refunding, 6.25%, 8/15/23 ............................................... 8,900,000 7,751,188 Clearwater MFR, Rental Housing, Drew Gardens Projects, Refunding, Series A, FHA Insured, 6.50%, 10/01/25 ............................................ 2,295,000 2,297,731 Clermont Water and Sewer Revenue, Refunding, FSA Insured, 5.375%, 12/01/30 ........................................................ 5,000,000 5,015,250 Crossing at Fleming Island CDD, Florida Special Assessment Revenue, Refunding, Series B, MBIA Insured, 5.80%, 5/01/16 ....................... 5,980,000 5,958,651 Dade County Aviation Revenue, Miami International Airport, Series C, FSA Insured, 5.125%, 10/01/27 ........................................... 9,550,000 9,570,246 Daytona Beach Utility System Revenue, Refunding, Series B, FGIC Insured, 5.00%, 11/15/32 ......................................................... 3,250,000 2,919,280 Duval County HFA, MFHR, Mortgage, Eagles Point North, Series A, MBIA Insured, 5.60%, 7/01/17 .......................................................... 1,000,000 1,000,370 5.70%, 7/01/27 .......................................................... 2,000,000 1,783,100 Enterprise CDD, Water and Sewer Revenue, MBIA Insured, 5.50%, 5/01/26 ...... 3,000,000 3,020,970 Escambia County Health Facilities Authority Health Facility Revenue, Baptist Hospital and Baptist Manor, 5.125%, 10/01/19 .................... 8,750,000 7,150,500 Florida Health Care Facility Loan VHA Project, AMBAC Insured, 5.95%, 7/01/20 ....................................................... 1,145,000 1,120,921 Escambia County Health Facilities Authority Revenue, Ascension Health Credit, Series A-2, AMBAC Insured, Pre-Refunded, 5.75%, 11/15/29 ............................ 25,000,000 26,067,250 Annual Report | 91 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN FLORIDA TAX-FREE INCOME FUND AMOUNT VALUE - -------------------------------------------------------------------------------- ----------- -------------- MUNICIPAL BONDS (CONTINUED) FLORIDA (CONTINUED) Escambia County HFA, SFMR, Multi-County Program, Refunding, Series A, MBIA Insured, 6.40%, 10/01/30 ........................................... $ 225,000 $ 226,076 Escambia County HFA Dormitory Revenue, University of West Florida Foundation Inc. Project, Refunding, MBIA Insured, 5.00%, 6/01/31 ........ 6,580,000 6,475,378 Florida HFAR, Homeowner Mortgage, Series 1, MBIA Insured, 5.625%, 7/01/17 ............. 1,390,000 1,391,307 Reserve at Kanapaha, Series G, AMBAC Insured, 5.70%, 7/01/37 ............ 5,000,000 4,291,450 Reserve at Northshore, Series H, AMBAC Insured, 5.70%, 5/01/37 .......... 2,000,000 1,766,940 Florida HFC Revenue, Brenwood Trace Apartments, Series E-1, FSA Insured, 5.65%, 6/01/19 ...... 1,245,000 1,263,476 Brenwood Trace Apartments, Series E-1, FSA Insured, 5.80%, 12/01/38 ..... 4,965,000 4,809,447 Capital Appreciation, Homeowner Mortgage, Series 4, FSA Insured, zero cpn., 7/01/30 ................................................... 1,985,000 465,145 Deer Meadows Apartments, Series R, FNMA Insured, 6.00%, 5/01/32 ......... 3,435,000 3,417,653 Deferred Interest, Homeowner Mortgage, Series 1, MBIA Insured, zero cpn., 7/01/17 ................................................... 1,040,000 653,276 Deferred Interest, Homeowner Mortgage, Series 2, MBIA Insured, zero cpn., 1/01/29 ................................................... 11,675,000 3,873,298 Homeowner Mortgage, Series 4, FSA Insured, 6.25%, 7/01/22 ............... 1,170,000 1,179,032 Homeowner Mortgage, Series 4, GNMA Secured, 6.375%, 7/01/38 ............. 5,000,000 5,186,100 Housing-Waverly Apartments, Series C-1, FSA Insured, 6.50%, 7/01/40 ..... 3,000,000 3,035,730 Florida Intergovernmental Finance Commission Capital Revenue, Series C-1, AMBAC Insured, 5.00%, 2/01/21 ........................................... 1,355,000 1,371,897 Florida Municipal Loan Council Revenue, Series B, MBIA Insured, Pre-Refunded, 5.75%, 11/01/29 ........................................... 1,500,000 1,566,435 Florida Ports Financing Commission Revenue, State Transportation Trust Fund, Intermodal Program, FGIC Insured, 5.50%, 10/01/23 ....................... 7,000,000 6,958,070 Florida State Board of Education Capital Outlay GO, Public Education, Refunding, Series D, 5.75%, 6/01/22 ..................................... 25,900,000 26,870,991 Refunding, Series D, 6.00%, 6/01/23 ..................................... 15,000,000 17,536,050 Refunding, Series G, FGIC Insured, 5.00%, 6/01/31 ....................... 5,000,000 4,992,950 Series C, FGIC Insured, Pre-Refunded, 5.75%, 6/01/29 .................... 5,000,000 5,346,850 Florida State Board of Education GO, Series A, 5.50%, 6/01/38 ................................................ 10,000,000 10,283,000 Series F, MBIA Insured, 5.00%, 6/01/28 .................................. 14,405,000 14,496,904 Florida State Board of Education Lottery Revenue, Series A, FGIC Insured, 5.00%, 7/01/20 .......................................................... 6,000,000 6,081,060 Florida State Board Regent Housing Revenue, University of Central Florida, AMBAC Insured, Pre-Refunded, 5.75%, 10/01/29 ...................................................... 8,650,000 8,995,567 University of Florida, FGIC Insured, Pre-Refunded, 5.75%, 7/01/25 ....... 3,400,000 3,646,976 Florida State Department of Environmental Protection Preservation Revenue, Florida Forever, Series A, MBIA Insured, 5.00%, 7/01/21 ................. 4,000,000 4,065,000 Florida State Mid-Bay Bridge Authority Revenue, Exchangeable, Refunding, Series D, 6.10%, 10/01/22 ...................... 13,695,000 11,602,952 Exchangeable, Series A, 5.95%, 10/01/13 ................................. 4,455,000 4,423,191 Exchangeable, Series D, ETM, 6.10%, 10/01/22 ............................ 3,545,000 4,159,419 Series A, AMBAC Insured, Pre-Refunded, zero cpn., 10/01/25 .............. 9,845,000 4,917,873 Series A, AMBAC Insured, Pre-Refunded, zero cpn., 10/01/26 .............. 2,500,000 1,182,875 Series A, ETM, 6.875%, 10/01/22 ......................................... 6,000,000 7,721,160 Florida State Municipal Power Agency Revenue, All Requirements Power Supply Project, Series A, 5.00%, 10/01/31 ........ 6,000,000 5,696,280 Stanton II Project, Refunding, AMBAC Insured, 5.00%, 10/01/26 ........... 5,000,000 4,879,900 Stanton Project, Refunding, 5.50%, 10/01/19 ............................. 1,000,000 1,074,660 92 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN FLORIDA TAX-FREE INCOME FUND AMOUNT VALUE - -------------------------------------------------------------------------------- ----------- -------------- MUNICIPAL BONDS (CONTINUED) FLORIDA (CONTINUED) Florida State Turnpike Authority Turnpike Revenue, Department of Transportation, Refunding, Series A, 5.00%, 7/01/35 ..................................... $ 5,000,000 $ 4,934,800 Series B, 5.00%, 7/01/30 ................................................ 3,455,000 3,460,010 Fort Lauderdale Water and Sewer Revenue, 5.00%, 9/01/35 .......................................................... 24,090,000 23,707,451 MBIA Insured, 5.00%, 9/01/31 ............................................... 8,315,000 8,259,456 Fort Pierce Capital Improvement Revenue, Refunding, Series A, Assured Guaranty, 6.00%, 9/01/32 ........................................ 1,500,000 1,577,520 Fort Pierce Utilities Authority Revenue, AMBAC Insured, 5.00%, 10/01/27 .......................................... 7,000,000 6,842,360 Capital Appreciation, Series B, AMBAC Insured, zero cpn., 10/01/20 ...... 3,090,000 1,732,841 Capital Appreciation, Series B, AMBAC Insured, zero cpn., 10/01/21 ...... 2,585,000 1,358,831 Capital Appreciation, Series B, AMBAC Insured, zero cpn., 10/01/22 ...... 3,090,000 1,511,010 Capital Appreciation, Series B, AMBAC Insured, zero cpn., 10/01/23 ...... 3,060,000 1,395,544 Capital Appreciation, Series B, AMBAC Insured, zero cpn., 10/01/24 ...... 2,560,000 1,083,059 Halifax Hospital Medical Center Hospital Revenue, Refunding and Improvement, Series A, 5.00%, 6/01/38 ..................... 11,395,000 7,995,871 Series B-1, FSA Insured, 5.50%, 6/01/38 ................................. 10,000,000 9,009,700 Hernando County School Board COP, MBIA Insured, 5.00%, 7/01/35 ............. 22,050,000 19,168,065 Hialeah Housing Authority Revenue, Affordable Housing Program, Refunding, GNMA Secured, 5.30%, 12/20/18 ........................................... 1,240,000 1,247,502 Highlands County Health Facilities Authority Revenue, Adventist Health Systems, Series A, Pre-Refunded, 6.00%, 11/15/31 ....... 16,000,000 17,800,960 Hillsborough County Assessment Revenue, Capacity Assessment Special, FSA Insured, 5.125%, 3/01/20 ............................................ 1,000,000 962,980 Hillsborough County Aviation Authority Revenue, Series B, Assured Guaranty, 5.00%, 10/01/33 ................................................................ 5,465,000 5,069,279 10/01/38 ................................................................ 6,725,000 6,208,587 Hillsborough County HFA Mortgage Revenue, SF, Series A, GNMA Secured, 5.875%, 4/01/30 ........................................... 505,000 505,465 zero cpn., 4/01/32 ...................................................... 295,000 68,095 Hillsborough County IDA, PCR, Tampa Electric Co. Project, Refunding, 5.50%, 10/01/23 .............................................. 16,000,000 14,833,280 Series A, 5.65%, 5/15/18 ................................................ 6,500,000 6,403,345 Hillsborough County IDAR, Tampa General Hospital Project, Refunding, Series B, 5.40%, 10/01/28 ................................................................ 7,000,000 5,595,100 Hillsborough County School Board COP, Master Lease Program, Series B, MBIA Insured, 5.00%, 7/01/29 .......................................................... 10,000,000 9,677,000 Indian River County Hospital District Revenue, Refunding, FSA Insured, 5.70%, 10/01/15 ......................................................... 1,000,000 999,930 Jacksonville Capital Improvement Revenue, Refunding, Series C, AMBAC Insured, 5.00%, 10/01/25 ..................... 3,460,000 3,406,266 Series A, AMBAC Insured, 5.00%, 10/01/30 ................................ 10,000,000 9,493,500 Jacksonville Guaranteed Entitlement Revenue, Refunding and Improvement, FGIC Insured, 5.00%, 10/01/32 ......................................................... 17,250,000 15,840,330 Jacksonville Sales Tax Revenue, AMBAC Insured, 5.00%, 10/01/23 ............. 5,000,000 5,043,050 Jacksonville Transportation Revenue, MBIA Insured, 5.25%, 10/01/29 ......................................................... 17,955,000 17,958,411 5.00%, 10/01/31 ......................................................... 25,000,000 24,534,500 Annual Report | 93 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN FLORIDA TAX-FREE INCOME FUND AMOUNT VALUE - -------------------------------------------------------------------------------- ----------- -------------- MUNICIPAL BONDS (CONTINUED) FLORIDA (CONTINUED) Kissimmee Water and Sewer Revenue, AMBAC Insured, ETM, 6.00%, 10/01/15 ..... $ 5,000,000 $ 4,979,100 Lake County School Board COP, Series A, AMBAC Insured, 5.00%, 6/01/30 ...... 5,000,000 4,546,150 Lakeland Electric and Water Revenue, Capital Appreciation, ETM, zero cpn., 10/01/14 ................................................................ 5,770,000 4,938,716 Lakeland Hospital System Revenue, Lakeland Regional Health System, Pre-Refunded, 5.75%, 11/15/27 ........................................... 6,925,000 7,899,486 Pre-Refunded, 5.50%, 11/15/32 ........................................... 12,070,000 13,661,550 Series A, MBIA Insured, Pre-Refunded, 5.50%, 11/15/26 ................... 10,000,000 10,431,200 Lee County Airport Revenue, Refunding, FSA Insured, 5.00%, 10/01/33 ................................. 18,000,000 17,049,240 Series A, FSA Insured, 6.00%, 10/01/32 .................................. 11,405,000 10,906,259 Lee County IDA Health Care Facilities Revenue, Shell Point Village Project, Series A, Pre-Refunded, 5.50%, 11/15/21 ........................................... 7,500,000 7,826,100 Lessburg Hospital Revenue, Leesburg Regional Medical Center Project, 5.50%, 7/01/32 ................................................................. 4,150,000 3,249,118 Marion County Utility System Revenue, FGIC Insured, 5.00%, 12/01/31 ........................................... 5,000,000 4,770,950 Series A, MBIA Insured, 5.00%, 12/01/28 ................................. 5,000,000 4,829,200 Melbourne Water and Sewer Revenue, Capital Appreciation, FGIC Insured, ETM, zero cpn., 10/01/26 ............ 1,500,000 620,085 Capital Appreciation, Refunding, Series B, FGIC Insured, zero cpn., 10/01/22 .................................................. 1,785,000 907,012 Capital Appreciation, Refunding, Series B, FGIC Insured, zero cpn., 10/01/26 .................................................. 4,500,000 1,719,360 FGIC Insured, Pre-Refunded, 5.25%, 10/01/30 ............................. 6,000,000 6,439,800 Miami Beach Water and Sewer Revenue, AMBAC Insured, 5.00%, 9/01/30 ......... 7,000,000 6,595,540 Miami-Dade County Aviation Revenue, Miami International Airport, Hub of the Americas, Refunding, FGIC Insured, 5.375%, 10/01/27 ............................... 5,000,000 4,355,650 Refunding, FGIC Insured, 5.375%, 10/01/32 ............................... 5,000,000 4,160,300 Refunding, Series A, XLCA Insured, 5.00%, 10/01/37 ...................... 10,000,000 7,759,500 Series B, FGIC Insured, 5.00%, 10/01/30 ................................. 4,440,000 4,017,800 Miami-Dade County Educational Facilities Authority Revenue, Series A, AMBAC Insured, Pre-Refunded, 5.75%, 4/01/29 ............................................ 10,000,000 10,620,000 Miami-Dade County HFA, MFMR, Villa Esperanza Apartments Project, 5.25%, 10/01/19 ......................................................... 430,000 409,261 5.40%, 10/01/33 ......................................................... 1,500,000 1,274,895 Miami-Dade County IDAR, Airis Miami II LLC Project, AMBAC Insured, 6.00%, 10/15/25 ......................................................... 4,500,000 4,261,590 Miami-Dade County Public Facilities Revenue, Jackson Health System, Series A, MBIA Insured, 5.00%, 6/01/35 .......................................................... 20,970,000 17,185,125 Miami-Dade County School Board COP, Assured Guaranty, 5.375%, 2/01/34 ...... 5,000,000 4,948,950 Miami-Dade County Special Obligation Revenue, Juvenile Courthouse Project, Series A, AMBAC Insured, 5.00%, 4/01/35 .... 5,000,000 4,595,600 Sub Series B, MBIA Insured, zero cpn., 10/01/36 ......................... 5,635,000 815,272 Sub Series C, MBIA Insured, zero cpn., 10/01/28 ......................... 8,305,000 2,148,337 sub. lien, Refunding, Series A, MBIA Insured, zero cpn., 10/01/25 ....... 22,365,000 7,182,743 North Broward Hospital District Revenue, Improvement, Pre-Refunded, 6.00%, 1/15/31 .......................................................... 25,530,000 27,906,588 Okaloosa County Water and Sewer Revenue, Refunding, FSA Insured, 5.00%, 7/01/36 .......................................................... 10,000,000 9,404,100 Orange County Health Facilities Authority Revenue, Adventist Health System Inc., Pre-Refunded, 6.375%, 11/15/20 ............ 3,000,000 3,288,300 Adventist Health System Inc., Pre-Refunded, 6.25%, 11/15/24 ............. 5,500,000 6,320,380 Adventist Health System Inc., Pre-Refunded, 6.50%, 11/15/30 ............. 10,750,000 11,805,650 Hospital, Adventist Health System Inc., Pre-Refunded, 5.625%, 11/15/32 .. 15,000,000 17,044,350 94 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN FLORIDA TAX-FREE INCOME FUND AMOUNT VALUE - -------------------------------------------------------------------------------- ----------- -------------- MUNICIPAL BONDS (CONTINUED) FLORIDA (CONTINUED) Orange County Health Facilities Authority Revenue, (continued) Hospital, Orlando Regional Healthcare, Series B, 5.125%, 11/15/39 ....... $ 5,000,000 $ 3,684,450 Hospital, Orlando Regional Healthcare, Series B, FSA Insured, 5.00%, 12/01/32 ...................................................... 5,000,000 4,422,250 Hospital, Orlando Regional Healthcare, Series C, 5.25%, 10/01/35 ........ 4,000,000 3,090,800 Orlando Regional Healthcare System, Pre-Refunded, 6.00%, 12/01/29 ....... 6,000,000 6,910,080 Orlando Regional Healthcare System, Refunding, Series E, 6.00%, 10/01/26 ...................................................... 11,750,000 10,813,055 Orlando Regional Healthcare System, Series E, Pre-Refunded, 6.00%, 10/01/26 ...................................................... 250,000 259,975 Orange County HFA Homeowner Revenue, Series C-1, GNMA Secured, 5.70%, 9/01/26 .......................................................... 360,000 357,883 Orange County School Board COP, Series A, (a) Assured Guaranty, 5.50%, 8/01/34 ........................................ 10,000,000 9,798,400 MBIA Insured, 5.00%, 8/01/27 ............................................ 12,000,000 11,470,800 Orange County Tourist Development Tax Revenue, AMBAC Insured, Pre-Refunded, 5.50%, 10/01/31 ............................ 10,500,000 10,787,385 AMBAC Insured, Pre-Refunded, 5.50%, 10/01/32 ............................ 5,000,000 5,568,400 Refunding, XLCA Insured, 5.00%, 10/01/31 ................................ 12,970,000 11,971,569 Orlando Tourist Development Tax Revenue, Senior 6th Cent Contract Payments, Series A, Assured Guaranty, 5.25%, 11/01/38 ............................. 16,740,000 15,689,398 Orlando-Orange County Expressway Authority Revenue, junior lien, FGIC Insured, 5.00%, 7/01/28 ............................... 8,000,000 7,872,880 senior lien, AMBAC Insured, ETM, 7.625%, 7/01/18 ........................ 265,000 350,269 Series B, AMBAC Insured, 5.00%, 7/01/35 ................................. 7,135,000 6,555,923 Osceola County IDAR, Community Provider Pooled Loan Program, Series A, FSA Insured, 7.75%, 7/01/10 ................................... 76,000 76,052 Series C, FSA Insured, 7.60%, 7/01/10 ................................... 204,000 204,135 Osceola County Sales Tax Revenue, FSA Insured, 5.00%, 4/01/24 .............. 10,000,000 10,052,600 Osceola County Tourist Development Tax Revenue, FGIC Insured, 5.00%, 10/01/32 ......................................................... 10,000,000 9,431,600 Palm Beach County Financing Authority MFR, Housing Windsor Park Apartment Project, Series A, 5.90%, 6/01/38 ....................................... 980,000 847,769 Palm Beach County HFAR, Acts Retirement-Life Communities, 5.125%, 11/15/29 ........................................................ 3,650,000 2,480,285 Palm Beach County IDR, South Florida Fair Project, MBIA Insured, 5.50%, 6/01/31 .......................................................... 5,000,000 4,589,750 Palm Beach County Public Improvement Revenue, 5.00%, 5/01/33 ............... 1,000,000 961,960 Palm Beach County School Board COP, Series A, FGIC Insured, Pre-Refunded, 6.00%, 8/01/22 .................... 5,000,000 5,400,200 Series E, MBIA Insured, 5.00%, 8/01/32 .................................. 15,000,000 13,749,300 Palm Beach County Solid Waste Authority Revenue, Improvement, Series B, 5.50%, 10/01/25 ............................................... 5,000,000 5,157,450 Panama City Beach Utility Revenue, Refunding, AMBAC Insured, 5.00%, 6/01/27 ................................................................. 4,450,000 4,058,089 6/01/32 ................................................................. 2,795,000 2,455,212 Pinellas County Health Facilities Authority Revenue, Baycare Health System, FSA Insured, 5.00%, 11/15/30 ............................................ 11,500,000 10,131,155 Pinellas County HFA, SFHR, Multi-County, Series B-1, GNMA Insured, zero cpn., 9/01/31 ...................................................... 205,000 45,664 Polk County Capital Improvement Revenue, FSA Insured, Pre-Refunded, 5.75%, 12/01/21 ......................................................... 2,350,000 2,568,762 Polk County School Board COP, Series A, FSA Insured, 5.00%, 1/01/26 ........ 4,000,000 3,915,120 Port Everglades Authority Port Improvement Revenue, Capital Appreciation, ETM, zero cpn., 9/01/10 ................................................. 17,835,000 16,800,570 Port St. Lucie Utility Revenue, System, Capital Appreciation, MBIA Insured, Pre-Refunded, zero cpn., 9/01/29 ....... 20,000,000 6,680,400 Annual Report | 95 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN FLORIDA TAX-FREE INCOME FUND AMOUNT VALUE - -------------------------------------------------------------------------------- ----------- -------------- MUNICIPAL BONDS (CONTINUED) FLORIDA (CONTINUED) Port St. Lucie Utility Revenue, System, (continued) Capital Appreciation, Refunding, Series A, MBIA Insured, zero cpn., 9/01/32 ................................................... $ 5,000,000 $ 1,166,650 Capital Appreciation, Refunding, Series A, MBIA Insured, zero cpn., 9/01/33 ................................................... 5,000,000 1,047,350 Refunding, Series A, MBIA Insured, 5.00%, 9/01/30 ....................... 11,580,000 10,751,219 Refunding, Series A, MBIA Insured, 5.00%, 9/01/31 ....................... 8,805,000 8,105,091 Sarasota Special Obligation Revenue, Capital Appreciation, Refunding, AMBAC Insured, zero cpn., 11/01/09 ................................................................ 1,365,000 1,344,429 11/01/12 ................................................................ 1,780,000 1,608,426 11/01/15 ................................................................ 2,180,000 1,693,380 South Broward Hospital District Revenue, Pre-Refunded, 5.60%, 5/01/27 ............................................ 5,000,000 5,654,350 Pre-Refunded, 5.625%, 5/01/32 ........................................... 16,250,000 18,389,150 South Broward Hospital District Obligated Group, Refunding, 5.00%, 5/01/36 .......................................................... 7,000,000 5,824,350 South Florida Water Management District COP, AMBAC Insured, 5.00%, 10/01/31 ......................................................... 12,050,000 11,455,091 St. Johns County Water and Sewer Revenue, Capital Appreciation, AMBAC Insured, zero cpn., 6/01/22 ................................................................. 4,000,000 2,025,080 6/01/23 ................................................................. 4,255,000 2,031,507 6/01/24 ................................................................. 1,500,000 671,670 6/01/25 ................................................................. 2,130,000 893,642 St. Lucie West Services District Utility Revenue, senior lien, MBIA Insured, 6.125%, 10/01/32 .......................................... 10,000,000 10,077,400 Sumter County Capital Improvement Revenue, AMBAC Insured, 5.00%, 6/01/30 .......................................................... 3,520,000 3,347,309 Sunrise Utilities System Revenue, Refunding, AMBAC Insured, 5.20%, 10/01/22 ......................................................... 2,550,000 2,629,433 Tallahassee Energy System Revenue, MBIA Insured, 5.00%, 10/01/35 ........... 5,000,000 4,657,600 Tamarac Sales Tax Revenue, FGIC Insured, 5.00%, 4/01/22 .................... 2,490,000 2,540,348 Tampa Bay Water Utility System Revenue, FGIC Insured, Pre-Refunded, 5.75%, 10/01/29 ............................. 15,000,000 16,624,350 Series B, FGIC Insured, 5.00%, 10/01/31 ................................. 10,000,000 9,544,000 Tampa Sports Authority Revenue, Guaranteed Package, Tampa Bay Arena Project, MBIA Insured, 6.00%, 10/01/15 ......................................................... 1,000,000 1,124,160 6.05%, 10/01/20 ......................................................... 1,715,000 1,841,138 6.10%, 10/01/26 ......................................................... 2,695,000 2,838,940 Tampa Water and Sewer Revenue, sub. lien, Series A, AMBAC Insured, ETM, 7.25%, 10/01/16 ......................................................... 1,330,000 1,584,695 Viera East CDD, Water and Sewer Revenue, 6.75%, 5/01/09 .................... 545,000 542,597 Viera East CDD Special Assessment, Refunding, 7.00%, 5/01/26 ............................................... 6,445,000 5,205,626 Series B, ETM, 6.75%, 5/01/14 ........................................... 4,270,000 4,793,886 Village Center CDD Recreational Revenue, Series A, MBIA Insured, 5.20%, 11/01/25 ......................................................... 10,000,000 8,893,300 Volusia County Educational Facility Authority Revenue, Educational Facilities, Embry Riddle University, Refunding, Series B, AMBAC Insured, 5.25%, 10/15/22 ......................................................... 2,000,000 1,984,520 Stetson University Inc. Project, AMBAC Insured, 5.25%, 6/01/29 ............. 5,000,000 4,974,900 Volusia County School Board COP, Master Lease Program, FSA Insured, 5.50%, 8/01/24 .......................................................... 5,000,000 5,126,100 West Lake CDD, Special Assessment Revenue, MBIA Insured, 5.75%, 5/01/17 .... 1,740,000 1,579,172 West Orange Healthcare District Revenue, Series A, 5.65%, 2/01/22 .......... 10,850,000 10,645,043 West Palm Beach CRDA Revenue, Northwood Pleasant Community Redevelopment, 5.00%, 3/01/35 .......................................................... 1,000,000 763,400 -------------- 1,230,028,695 -------------- 96 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN FLORIDA TAX-FREE INCOME FUND AMOUNT VALUE - -------------------------------------------------------------------------------- ----------- -------------- MUNICIPAL BONDS (CONTINUED) U.S. TERRITORIES 4.5% PUERTO RICO 3.9% Puerto Rico Commonwealth Aqueduct and Sewer Authority Revenue, senior lien, Series A, 6.00%, 7/01/44 ................................... $ 2,100,000 $ 1,881,096 Puerto Rico Commonwealth GO, Public Improvement, Series A, 5.00%, 7/01/25 ................................................................. 5,000,000 4,211,350 7/01/29 ................................................................. 10,000,000 8,271,200 7/01/33 ................................................................. 6,360,000 4,960,800 Puerto Rico Commonwealth Highway and Transportation Authority Transportation Revenue, Refunding, Series A, MBIA Insured, 5.00%, 7/01/38 ....................... 560,000 447,003 Refunding, Series K, 5.00%, 7/01/30 ..................................... 5,000,000 4,155,700 Series B, Pre-Refunded, 6.00%, 7/01/39 .................................. 5,000,000 5,355,400 Series D, Pre-Refunded, 5.375%, 7/01/36 ................................. 5,000,000 5,541,800 Series G, 5.00%, 7/01/33 ................................................ 1,680,000 1,329,569 Puerto Rico Industrial Tourist Educational Medical and Environmental Control Facilities Revenue, Cogeneration Facility, AES Puerto Rico Project, 6.625%, 6/01/26 ................................ 5,900,000 5,288,937 Puerto Rico PBA Guaranteed Revenue, Government Facilities, Refunding, Series D, 5.375%, 7/01/33 .................................... 1,210,000 1,022,753 Series D, Pre-Refunded, 5.375%, 7/01/33 ................................. 3,790,000 4,181,355 Series I, 5.00%, 7/01/36 ................................................ 5,000,000 3,932,150 -------------- 50,579,113 -------------- VIRGIN ISLANDS 0.6% Virgin Islands PFAR, Gross Receipts Taxes Loan Note, Radian Insured, 5.00%, 10/01/33 ......................................................... 10,000,000 8,071,700 -------------- TOTAL U.S. TERRITORIES ..................................................... 58,650,813 -------------- TOTAL MUNICIPAL BONDS BEFORE SHORT TERM INVESTMENTS (COST $1,310,117,173) ................................................... 1,288,679,508 -------------- SHORT TERM INVESTMENTS 0.2% MUNICIPAL BONDS 0.2% FLORIDA 0.2% (b) Broward County Educational Facilities Authority Revenue, Nova Southeastern University, Series A, Daily VRDN and Put, 0.60%, 4/01/38 ................ 1,500,000 1,500,000 (b) Florida State Municipal Power Agency Revenue, All Requirements Power Supply, Refunding, Series C, Daily VRDN and Put, 0.60%, 10/01/35 ........ 1,100,000 1,100,000 -------------- TOTAL SHORT TERM INVESTMENTS (COST $2,600,000) ............................. 2,600,000 -------------- TOTAL INVESTMENTS (COST $1,312,717,173) 99.2% .............................. 1,291,279,508 OTHER ASSETS, LESS LIABILITIES 0.8% ........................................ 10,342,401 -------------- NET ASSETS 100.0% .......................................................... $1,301,621,909 ============== See Abbreviations on page 170. (a) Security purchased on a when-issued basis. See Note 1(b). (b) Variable rate demand notes (VRDNs) are tax-exempt obligations which contain a floating or variable interest rate adjustment formula and an unconditional right of demand to receive payment of the principal balance plus accrued interest at specified dates. The coupon rate shown represents the rate at period end. The accompanying notes are an integral part of these financial statements. Annual Report | 97 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN GEORGIA TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ------------------------------------------------------- CLASS A 2009 2008(a) 2007 2006 2005 - ------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ................. $ 11.36 $ 12.20 $ 12.13 $ 12.17 $ 12.27 -------- -------- -------- -------- -------- Income from investment operations(b): Net investment income(c) ........................ 0.49 0.49 0.50 0.51 0.53 Net realized and unrealized gains (losses) ...... (0.11) (0.84) 0.06 (0.04) (0.10) -------- -------- -------- -------- -------- Total from investment operations ................... 0.38 (0.35) 0.56 0.47 0.43 -------- -------- -------- -------- -------- Less distributions from net investment income ...... (0.50) (0.49) (0.49) (0.51) (0.53) -------- -------- -------- -------- -------- Redemption fees(d) ................................. -- --(e) --(e) --(e) --(e) -------- -------- -------- -------- -------- Net asset value, end of year ....................... $ 11.24 $ 11.36 $ 12.20 $ 12.13 $ 12.17 ======== ======== ======== ======== ======== Total return(f) .................................... 3.38% (2.97)% 4.79% 3.91% 3.65% RATIOS TO AVERAGE NET ASSETS Expenses ........................................... 0.69% 0.72% 0.73% 0.74% 0.75% Net investment income .............................. 4.33% 4.10% 4.13% 4.18% 4.40% SUPPLEMENTAL DATA Net assets, end of year (000's) .................... $308,087 $253,104 $220,989 $205,875 $170,407 Portfolio turnover rate ............................ 9.61% 8.00% 4.50% 8.54% 22.50% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Effective September 1, 2008, the redemption fee was eliminated. (e) Amount rounds to less than $0.01 per share. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. 98 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN GEORGIA TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, -------------------------------------------------- CLASS C 2009 2008(a) 2007 2006 2005 - ------- ------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ................. $ 11.47 $ 12.31 $ 12.24 $ 12.27 $ 12.37 ------- ------- ------- ------- ------- Income from investment operations(b): Net investment income(c) ........................ 0.43 0.43 0.44 0.44 0.47 Net realized and unrealized gains (losses) ...... (0.11) (0.84) 0.06 (0.03) (0.11) ------- ------- ------- ------- ------- Total from investment operations ................... 0.32 (0.41) 0.50 0.41 0.36 ------- ------- ------- ------- ------- Less distributions from net investment income ...... (0.44) (0.43) (0.43) (0.44) (0.46) ------- ------- ------- ------- ------- Redemption fees(d) ................................. -- --(e) --(e) --(e) --(e) ------- ------- ------- ------- ------- Net asset value, end of year ....................... $ 11.35 $ 11.47 $ 12.31 $ 12.24 $ 12.27 ======= ======= ======= ======= ======= Total return(f) .................................... 2.78% (3.48)% 4.16% 3.39% 3.05% RATIOS TO AVERAGE NET ASSETS Expenses ........................................... 1.24% 1.27% 1.28% 1.29% 1.30% Net investment income .............................. 3.78% 3.55% 3.58% 3.63% 3.85% SUPPLEMENTAL DATA Net assets, end of year (000's) .................... $68,721 $52,087 $50,700 $43,983 $37,017 Portfolio turnover rate ............................ 9.61% 8.00% 4.50% 8.54% 22.50% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Effective September 1, 2008, the redemption fee was eliminated. (e) Amount rounds to less than $0.01 per share. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. Annual Report | 99 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 PRINCIPAL FRANKLIN GEORGIA TAX-FREE INCOME FUND AMOUNT VALUE ------------------------------------- ----------- ----------- MUNICIPAL BONDS 94.8% GEORGIA 91.7% Athens-Clarke County Unified Government Water and Sewer Revenue, 5.625%, 1/01/33 ................................................................................ $10,000,000 $10,346,299 5.50%, 1/01/38 ................................................................................. 5,000,000 5,098,449 Atlanta Airport Passenger Facility Charge Revenue, General, sub. lien, Refunding, Series C, FSA Insured, 5.00%, 1/01/33 ............................................... 5,000,000 5,013,550 Series J, FSA Insured, 5.00%, 1/01/34 .......................................................... 5,000,000 5,009,650 Atlanta Airport Revenue, General, Series A, FGIC Insured, Pre-Refunded, 5.50%, 1/01/26 ................................................................................. 5,000,000 5,245,900 5.60%, 1/01/30 ................................................................................. 5,000,000 5,250,000 Atlanta Development Authority Educational Facilities Revenue, Science Park LLC Project, 5.00%, 7/01/32 .................................................................... 3,000,000 2,659,350 Atlanta Development Authority Revenue, Tuff Yamacraw LLC Project, Refunding, Series A, AMBAC Insured, 5.00%, 1/01/26 .................. 2,555,000 2,664,482 Yamacraw Design Center Project, Series A, MBIA Insured, Pre-Refunded, 5.125%, 1/01/23 ............................................................................. 4,150,000 4,541,553 Atlanta Public Safety and Judicial Facilities Authority Revenue, Public Safety Facility Project, FSA Insured, 5.00%, 12/01/26 ................................................................... 1,140,000 1,167,850 Atlanta Tax Allocation, Atlantic State Project, Refunding, Assured Guaranty, 5.00%, 12/01/23 ................................................................................ 1,000,000 967,510 Atlanta Urban Residential Finance Authority MFHR, Fulton Cotton Mill, GNMA Secured, 6.00%, 5/20/17 ................................................................................. 890,000 890,863 6.125%, 5/20/27 ................................................................................ 1,560,000 1,561,014 Atlanta Water and Wastewater Revenue, FSA Insured, 5.00%, 11/01/24 ................................................................... 4,000,000 4,086,680 Refunding, Series A, MBIA Insured, 5.00%, 11/01/33 ............................................. 8,000,000 6,708,880 Series A, FSA Insured, 5.50%, 11/01/27 ......................................................... 5,000,000 5,025,150 Augusta Water and Sewer Revenue, Refunding, FSA Insured, 5.00%, 10/01/32 .......................... 5,000,000 4,851,600 Baldwin County Hospital Authority Revenue, Oconee Regional Medical Center, 5.25%, 12/01/22 ................................................................................ 2,500,000 1,982,275 5.375%, 12/01/28 ............................................................................... 2,000,000 1,478,220 Bartow County Development Authority PCR, Georgia Power Co., First Series, 5.10%, 6/01/23 ................................................................................. 5,000,000 4,999,600 Bleckley-Dodge County Joint Development Authority Student Housing Facilities Revenue, MGC Real Estate Foundation II LLC Project, 5.00%, 7/01/33 .......................................... 3,500,000 3,060,260 Bulloch County Development Authority Lease Revenue, Georgia Southern University, XLCA Insured, 5.00%, 8/01/27 ........................................................................ 5,000,000 4,841,900 Burke County Development Authority PCR, Oglethorpe Power Corp., Vogtle Project, Series B, 5.50%, 1/01/33 ....................................................................... 5,000,000 4,631,150 Series E, 7.00%, 1/01/23 ....................................................................... 5,000,000 5,338,150 Carroll City-County Hospital Authority Revenue Anticipation Certificates, Tanner Medical Center Inc. Project, Assured Guaranty, 5.00%, 7/01/38 ........................... 5,000,000 4,073,550 Cherokee County GO, 5.00%, 4/01/26 ................................................................ 1,000,000 1,044,230 Cherokee County Water and Sewer Authority Revenue, MBIA Insured, 6.90%, 8/01/18 ................................................................... 10,000 9,997 Series 2006, FSA Insured, 5.00%, 8/01/35 ....................................................... 3,000,000 2,943,780 Clayton County Development Authority Revenue, Gateway Village Project, Series A, Pre-Refunded, 6.00%, 8/01/23 ................................ 3,500,000 3,648,715 Refunding, Series A, MBIA Insured, 5.00%, 8/01/23 .............................................. 2,310,000 2,397,018 Clayton County MFHR, Pointe Clear Apartments Project, FSA Insured, 5.70%, 7/01/23 ........................................................................................ 930,000 930,614 Cobb County Development Authority Parking Revenue, Kennesaw State University Foundation Inc. Project, MBIA Insured, 5.00%, 7/15/29 .......................................................... 2,000,000 1,977,220 100 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN GEORGIA TAX-FREE INCOME FUND AMOUNT VALUE ------------------------------------- ----------- ------------- MUNICIPAL BONDS (CONTINUED) GEORGIA (CONTINUED) Cobb County Development Authority University Facilities Revenue, Kennesaw State University, Sub Series D, MBIA Insured, 5.00%, 7/15/29 .................................. $ 5,000,000 $ 4,108,000 College Park Business and IDAR, Civic Center Project, AMBAC Insured, Pre-Refunded, 5.75%, 9/01/26 .................................................................. 2,000,000 2,175,940 Columbia County Water and Sewer Revenue, FSA Insured, 5.00%, 6/01/24 ............................. 1,130,000 1,177,460 Columbus Water and Sewer Revenue, FSA Insured, 5.00%, 5/01/29 ................................................................... 2,500,000 2,496,675 Refunding, MBIA Insured, 5.00%, 5/01/25 ....................................................... 1,000,000 1,016,740 Dahlonega Water and Wastewater Revenue, Series A, Assured Guaranty, 5.50%, 9/01/37 ....................................................................................... 5,000,000 4,386,300 Decatur County School Building Authority Revenue, High School Project, FSA Insured, 5.00%, 10/01/32 ...................................................................... 1,500,000 1,455,480 DeKalb County Public Safety and Judicial Facilities Authority Revenue, Public Safety and Judicial Facility Project, 5.00%, 12/01/29 .................................. 2,000,000 2,035,780 DeKalb County School District COP, Georgia School Boards Assn. Inc., AMBAC Insured, 5.00%, 12/01/27 ...................................................................... 4,285,000 4,334,020 DeKalb County Water and Sewer Revenue, Refunding, Series B, FSA Insured, 5.00%, 10/01/35 ............................................................................... 7,000,000 7,040,460 Douglasville-Douglas County Water and Sewer Authority Revenue, MBIA Insured, 5.00%, 6/01/29 ....................................................................................... 3,410,000 3,450,579 6/01/32 ....................................................................................... 2,000,000 1,980,860 East Point Building Authority Revenue, Water and Sewer Project, Series A, XLCA Insured, 5.00%, 2/01/34 .................................................................. 5,480,000 4,727,925 Fayette County PFAR, Criminal Justice Center Project, Refunding, 5.00%, 6/01/26 ....................................................................................... 3,000,000 3,050,010 Fayette County School District GO, zero cpn. to 9/01/10, 4.75% thereafter, 3/01/21 ..................................................................... 1,355,000 1,274,472 4.95% thereafter, 3/01/25 ..................................................................... 1,000,000 902,900 Forsyth County GO, Pre-Refunded, 5.75%, 2/01/19 .................................................. 1,500,000 1,598,700 Forsyth County Water and Sewerage Authority Revenue, FSA Insured, 5.00%, 4/01/32 ................................................................................ 5,000,000 4,952,500 Fulton County Development Authority Revenue, Georgia Tech Foundation Funding, Series A, 5.00%, 11/01/31 .................................... 3,000,000 3,014,580 Georgia Tech Foundation Funding SAC II Project, Series A, 5.25%, 11/01/30 ..................... 5,000,000 5,062,650 Molecular Science Building Project, MBIA Insured, 5.00%, 5/01/25 .............................. 2,240,000 2,287,802 Morehouse College Project, Refunding, AMBAC Insured, 5.00%, 12/01/27 .......................... 5,000,000 4,927,850 Fulton County Water and Sewer Revenue, FGIC Insured, 5.00%, 1/01/30 .............................. 2,500,000 2,471,125 Gainesville and Hall County Hospital Authority Revenue Anticipation Certificates, Northeast Health System Inc. Project, Pre-Refunded, 5.50%, 5/15/31 ................................................................................ 2,500,000 2,720,975 Georgia Municipal Assn. Inc. COP, City Court Atlanta Project, AMBAC Insured, 5.25%, 12/01/26 ...................................................................... 2,000,000 1,851,560 Georgia Municipal Electric Authority Power Revenue, Series W, 6.60%, 1/01/18 ................................................................................ 955,000 1,080,401 ETM, 6.60%, 1/01/18 ........................................................................... 45,000 52,761 Georgia Municipal Gas Authority Gas Revenue, City of Toccoa Project, AMBAC Insured, 5.00%, 6/01/24 ....................................................................... 1,000,000 1,002,910 Georgia Private Colleges and Universities Authority Student Housing Revenue, Mercer Housing Corp. Project, Series A, 6.00%, 6/01/24 ............................... 2,550,000 2,045,687 Georgia School Board Assn. Inc. COP, DeKalb County Public School Project, MBIA Insured, 5.00%, 12/01/25 ................................................................. 2,600,000 2,576,522 Georgia State GO, Series B, 5.00%, 7/01/28 ....................................................... 3,225,000 3,363,965 Annual Report | 101 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN GEORGIA TAX-FREE INCOME FUND AMOUNT VALUE ------------------------------------- ----------- ------------- MUNICIPAL BONDS (CONTINUED) GEORGIA (CONTINUED) Georgia State HFAR, MF, Lake Vista Apartments Project, Series A, FSA Insured, 5.95%, 1/01/27 ...................... $ 1,000,000 $ 1,002,400 SFM, Series C, 5.00%, 12/01/27 ................................................................ 1,000,000 906,390 Georgia State Higher Education Facilities Authority Revenue, USG Real Estate Foundation I LLC Project, 6.00%, 6/15/34 ................................................................................ 5,000,000 5,038,350 Assured Guaranty, 5.625%, 6/15/38 ............................................................. 3,000,000 2,997,570 Glynn-Brunswick Memorial Hospital Authority Revenue, Anticipation Certificates, Southeast Georgia Health, Series A, 5.625%, 8/01/34 ........................................... 3,500,000 3,067,610 Gwinnett County Development Authority COP, Gwinnett County Public Schools Project, MBIA Insured, 5.25%, 1/01/24 .................................................................. 2,000,000 2,114,160 MBIA Insured, Pre-Refunded, 5.00%, 1/01/24 .................................................... 8,500,000 9,579,415 Refunding, MBIA Insured, 5.25%, 1/01/22 ....................................................... 3,000,000 3,250,770 Gwinnett County Hospital Authority Revenue, Anticipation Certificates, Gwinnett Hospital Systems Inc. Project, Series B, MBIA Insured, Pre-Refunded, 5.30%, 9/01/27 .................................................................. 3,750,000 4,226,025 Gwinnett County School District GO, 5.00%, 2/01/32 ....................................................................................... 5,000,000 5,097,000 2/01/36 ....................................................................................... 5,815,000 5,894,026 Gwinnett County Water and Sewer Authority Revenue, Pre-Refunded, 5.25%, 8/01/25 ....................................................................................... 2,795,000 3,147,925 Habersham County Hospital Authority Revenue, Anticipation Certificates, XLCA Insured, 5.00%, 12/01/27 ...................................................................... 2,015,000 1,733,343 Habersham County School District GO, MBIA Insured, 5.00%, 4/01/28 ................................ 2,750,000 2,558,820 Henry County Hospital Authority Revenue, Henry Medical Center Inc. Project, Refunding, AMBAC Insured, 6.00%, 7/01/29 ...................................................... 5,000,000 5,029,350 Hogansville Combined Public Utility System Revenue, Refunding, FSA Insured, 6.00%, 10/01/23 ............................................................................... 3,300,000 3,965,412 Jackson County School District GO, MBIA Insured, 5.00%, 3/01/25 .................................. 3,000,000 3,073,260 Lagrange-Troup County Hospital Authority Revenue, Series A, 5.50%, 7/01/38 ....................... 4,000,000 3,612,080 Main Street Natural Gas Inc. Gas Project Revenue, Series A, 5.50%, 9/15/27 ....................... 5,000,000 3,623,450 Medical Center Hospital Authority Revenue, Anticipation Certificates, Columbus Regional Healthcare System, Assured Guaranty, 6.375%, 8/01/29 ............................................................. 4,000,000 4,209,120 MBIA Insured, 5.50%, 8/01/25 .................................................................. 6,000,000 5,400,000 Meriwether County PFAR, Meriwether County Schools Project, MBIA Insured, 5.85%, 10/01/26 ............................................................................... 1,000,000 1,019,000 Monroe County Development Authority PCR, Oglethorpe Power Co., Scherer Project, Refunding, Series A, 6.80%, 1/01/12 .................................................. 1,500,000 1,578,645 Municipal Electric Authority Revenue, General Resolution Projects, sub. note, Refunding, Series D, 5.50%, 1/01/26 ................... 5,000,000 5,043,150 Project 1, Sub Series E, MBIA Insured, 5.00%, 1/01/25 ......................................... 2,315,000 2,245,874 Newton County Hospital Authority Revenue, Newton Health System Project 1999, AMBAC Insured, Pre-Refunded, 6.10%, 2/01/24 ................................................... 4,500,000 4,769,865 Newton County IDAR, Georgia Perimeter College Foundation Real Estate Newton, CIFG Insured, 5.00%, 6/01/24 .................................................................. 3,150,000 3,133,148 Paulding County GO, Courthouse, FGIC Insured, 5.00%, 2/01/32 ..................................... 4,000,000 4,020,560 Paulding County School District GO, 5.00%, 2/01/33 ............................................... 4,000,000 3,950,360 Peach County Development Authority Student Housing Facilities Revenue, Fort Valley State University Foundation Property LLC, AMBAC Insured, 5.00%, 6/01/34 ................................................................................ 3,000,000 2,863,260 102 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN GEORGIA TAX-FREE INCOME FUND AMOUNT VALUE ------------------------------------- ----------- ------------- MUNICIPAL BONDS (CONTINUED) GEORGIA (CONTINUED) Private Colleges and Universities Authority Revenue, Mercer University Project, Refunding, Series A, 5.375%, 10/01/29 .................................................................... $ 2,000,000 $ 1,479,100 Richmond County Development Authority, Solid Waste Disposal Revenue, International Paper Co. Project, 5.80%, 12/01/20 ...................................................................... 1,500,000 1,112,865 Richmond County Development Authority Educational Facilities Revenue, Augusta State University Jaguar Student Center, Series A, XLCA Insured, 5.00%, 7/01/29 ................................. 1,000,000 932,500 Rockdale County Water and Sewer Authority Revenue, FSA Insured, 5.00%, 7/01/29 ................................................................... 4,000,000 4,077,880 Series A, MBIA Insured, Pre-Refunded, 5.375%, 7/01/29 ......................................... 5,000,000 5,240,750 Savannah EDA Revenue, Armstrong Center LLC Project, Series A, XLCA Insured, 5.00%, 12/01/30 ...... 1,500,000 1,345,485 South Fulton Municipal Regional Water and Sewer Authority Water Revenue, MBIA Insured, Pre-Refunded, 5.00%, 1/01/33 .................................................................. 3,500,000 3,905,230 Suwanee GO, MBIA Insured, Pre-Refunded, 5.25%, 1/01/32 ........................................... 3,000,000 3,315,240 Upper Oconee Basin Water Authority Revenue, Refunding, MBIA Insured, 5.00%, 7/01/26 .............. 1,000,000 964,000 Valdosta and Lowndes County Hospital Authority Revenue, Certificates, South Georgia Medical Center Project, 5.00%, 10/01/33 ............................................................................... 2,000,000 1,560,500 AMBAC Insured, 5.25%, 10/01/27 ................................................................ 3,000,000 2,368,860 Walton County Water and Sewer Authority Revenue, Hard Labor Creek Project, FSA Insured, 5.00%, 2/01/33 ......................................... 5,000,000 4,830,650 Oconee, Hard Creek Resources Project, FSA Insured, 5.00%, 2/01/38 ............................. 3,845,000 3,781,288 Refunding and Improvement, MBIA Insured, 6.00%, 2/01/21 ....................................... 750,000 749,445 Ware County Hospital Authority Revenue, Anticipation Certificates, MBIA Insured, 5.25%, 3/01/25... 3,000,000 2,728,740 ------------ 345,611,919 ------------ U.S. TERRITORIES 3.1% PUERTO RICO 2.3% Puerto Rico Commonwealth Highway and Transportation Authority Transportation Revenue, Refunding, Series L, MBIA Insured, 5.25%, 7/01/35 ............................................. 10,000,000 8,370,200 ------------ VIRGIN ISLANDS 0.8% Virgin Islands PFAR, Virgin Islands Matching Fund Loan Notes, senior lien, Refunding, Series A, 5.40%, 10/01/12 ............................................................................... 850,000 849,958 5.50%, 10/01/22 ............................................................................... 1,200,000 994,116 5.625%, 10/01/25 .............................................................................. 1,530,000 1,249,184 ------------ 3,093,258 ------------ TOTAL U.S. TERRITORIES ........................................................................... 11,463,458 ------------ TOTAL INVESTMENTS (COST $365,932,281) 94.8% ...................................................... 357,075,377 OTHER ASSETS, LESS LIABILITIES 5.2% .............................................................. 19,732,618 ------------ NET ASSETS 100.0% ................................................................................ $376,807,995 ============ See Abbreviations on page 170. The accompanying notes are an integral part of these financial statements. Annual Report | 103 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN KENTUCKY TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, -------------------------------------------------------- CLASS A 2009 2008(a) 2007 2006 2005 - ------- -------- --------- --------- --------- --------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ................. $ 10.57 $ 11.44 $ 11.39 $ 11.41 $ 11.51 -------- -------- -------- -------- -------- Income from investment operations(b): Net investment income(c) ........................ 0.47 0.45 0.45 0.47 0.48 Net realized and unrealized gains (losses) ...... (0.08) (0.87) 0.06 (0.02) (0.10) -------- -------- -------- -------- -------- Total from investment operations ................... 0.39 (0.42) 0.51 0.45 0.38 -------- -------- -------- -------- -------- Less distributions from net investment income ...... (0.46) (0.45) (0.46) (0.47) (0.48) -------- -------- -------- -------- -------- Redemption fees(d).................................. -- --(e) --(e) --(e) --(e) -------- -------- -------- -------- -------- Net asset value, end of year ....................... $ 10.50 $ 10.57 $ 11.44 $ 11.39 $ 11.41 ======== ======== ======== ======== ======== Total return(f) .................................... 3.76% (3.81)% 4.57% 4.01% 3.47% RATIOS TO AVERAGE NET ASSETS Expenses before waiver and payments by affiliates .. 0.76% 0.76% 0.77% 0.78% 0.79% Expenses net of waiver and payments by affiliates .. 0.76% 0.75% 0.75% 0.75% 0.71% Net investment income .............................. 4.40% 4.05% 4.02% 4.10% 4.30% SUPPLEMENTAL DATA Net assets, end of year (000's) .................... $162,043 $149,776 $148,224 $128,254 $112,941 Portfolio turnover rate ............................ 10.40% 9.42% 2.28% 9.43% 12.48% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Effective September 1, 2008, the redemption fee was eliminated. (e) Amount rounds to less than $0.01 per share. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. 104 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 PRINCIPAL FRANKLIN KENTUCKY TAX-FREE INCOME FUND AMOUNT VALUE -------------------------------------- ---------- ------------ MUNICIPAL BONDS 98.5% KENTUCKY 88.2% Bellevue GO, Public Project, Harbor Greene Project, XLCA Insured, 5.00%, 2/01/34 ................. $1,065,000 $ 1,065,873 Boone County GO, Public Project, 5.00%, 4/01/20 ....................................................................................... 1,310,000 1,372,631 4/01/21 ....................................................................................... 1,000,000 1,040,970 Boone County PCR, Collateralized, Dayton Power and Light Co., Refunding, Series A, FGIC Insured, 4.70%, 1/01/28 ....................................................................... 3,000,000 2,658,450 Boone Florence Water Commission Water Supply Systems Revenue, Refunding, FGIC Insured, 5.00%, 12/01/22 ...................................................................................... 1,200,000 1,220,664 12/01/27 ...................................................................................... 2,000,000 1,936,020 Bowling Green GO, Project, Series A, 5.00%, 6/01/38 .............................................. 5,000,000 4,894,300 Bowling Green ISD Finance Corp. School Building Revenue, 5.75%, 1/01/20 .......................... 1,140,000 1,172,923 Boyle County Revenue, Refunding and College Improvement, CIFG Insured, 5.00%, 6/01/32 ............ 1,500,000 1,463,640 Campbell and Kenton Counties Sanitation District No. 1 Sanitation District Revenue, Series A, FSA Insured, 5.00%, 8/01/19 ....................................................................................... 1,500,000 1,562,805 8/01/24 ....................................................................................... 2,000,000 2,040,060 Campbell County School District Finance Corp. School Building Revenue, FSA Insured, 5.00%, 8/01/26 ....................................................................................... 2,845,000 2,910,264 Christian County Hospital Revenue, Jennie Stuart Medical Center, Refunding, Assured Guaranty, 5.50%, 2/01/36 ................................................................................ 3,000,000 2,877,960 Christian County Public Courthouse Corp. Lease Revenue, District Court Facilities Project, Pre-Refunded, 5.125%, 8/01/20 ................................................................. 1,015,000 1,095,063 Fayette County School District Finance Corp. School Building Revenue, Pre-Refunded, 5.50%, 9/01/18 .................................................................. 2,500,000 2,590,800 Series A, AMBAC Insured, 5.25%, 4/01/20 ....................................................... 2,160,000 2,246,681 Florence GO, Public Project, Series A, FGIC Insured, 5.00%, 11/01/32 ............................. 1,000,000 1,001,960 Greater Kentucky Housing Assistance Corp. Mortgage Revenue, Section 8 Assisted Projects, Refunding, Series A, MBIA Insured, 6.10%, 1/01/24 ............................................. 290,000 290,714 Hardin County School District Finance Corp. School Building Revenue, Pre-Refunded, 5.75%, 2/01/20 ....................................................................................... 1,500,000 1,584,495 Henry County Water District No. 2 Water Revenue, Refunding, MBIA Insured, 4.75%, 1/01/28 ......... 2,035,000 2,040,861 Jefferson County Health Facilities Revenue, Jewish Hospital Healthcare Services Inc., Refunding, AMBAC Insured, 5.75%, 1/01/26 1,000,000 989,290 Jefferson County School District Finance Corp. School Building Revenue, Series A, FSA Insured, Pre-Refunded, 5.25%, 7/01/18 ..................................................... 1,500,000 1,572,615 MBIA Insured, 4.75%, 6/01/27 .................................................................. 2,440,000 2,358,870 Kentucky Area Development Districts Financing Trust Lease Acquisition Program COP, Series L, XLCA Insured, 5.00%, 11/01/29 ................................................................. 1,000,000 1,010,650 Kentucky Area Development Districts Financing Trust Lease Program Revenue, City of Ewing, Series A, Pre-Refunded, 6.00%, 6/01/30 ........................................................ 2,000,000 2,163,360 Series C, 6.00%, 6/01/30 ...................................................................... 1,285,000 1,294,239 Series E, 5.70%, 6/01/22 ...................................................................... 1,000,000 1,065,400 Kentucky Asset/Liability Commission General Receipts Revenue, University of Kentucky, Project Notes, FGIC Insured, 5.00%, 10/01/25 .......................................................... 3,000,000 3,086,160 Kentucky Economic Development Finance Authority Health System Revenue, Norton Healthcare Inc., Refunding, Series C, MBIA Insured, 6.15%, 10/01/24 ............................................ 160,000 144,526 Series C, MBIA Insured, Pre-Refunded, 6.15%, 10/01/24 ......................................... 245,000 288,524 Series C, MBIA Insured, Pre-Refunded, 6.15%, 10/01/25 ......................................... 935,000 1,101,103 Annual Report | 105 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN KENTUCKY TAX-FREE INCOME FUND AMOUNT VALUE -------------------------------------- ---------- ------------ MUNICIPAL BONDS (CONTINUED) KENTUCKY (CONTINUED) Kentucky Economic Development Finance Authority Hospital System Revenue, Appalachian Regional Health Center Facility, Refunding and Improvement, 5.875%, 10/01/22 .................. $2,000,000 $ 1,361,480 Kentucky Economic Finance Authority Louisville Arena Project Revenue, Louisville Arena, Sub Series A-1, Assured Guaranty, 6.00%, 12/01/33 ................................................. 2,000,000 2,009,640 Kentucky Housing Corp. Housing Revenue, Series A, 4.60%, 7/01/32 ................................. 2,000,000 1,639,860 Kentucky Infrastructure Authority Revenue, Series A, 5.00%, 6/01/19 ....................................................................................... 1,140,000 1,164,145 6/01/20 ....................................................................................... 1,250,000 1,271,100 6/01/21 ....................................................................................... 1,190,000 1,206,779 Kentucky Rural Water Finance Corp. Public Project Revenue, Flexible Term Program, Series A, 5.00%, 2/01/26 ............................................... 1,055,000 1,065,012 Multimodal, Flexible Term Program, Series I, 5.00%, 2/01/34 ................................... 1,500,000 1,450,170 Kentucky State Municipal Power Agency Power System Revenue, Prairie State Project, Series A, MBIA Insured, 5.00%, 9/01/32 ....................................................................................... 5,000,000 4,453,950 9/01/37 ....................................................................................... 4,250,000 3,719,430 Kentucky State Property and Buildings Commission Revenues, Project No. 62, Refunding, Second Series, 5.25%, 10/01/18 ..................................... 3,540,000 3,658,555 Project No. 64, MBIA Insured, Pre-Refunded, 5.50%, 5/01/17 .................................... 1,535,000 1,585,164 Project No. 69, Series A, FSA Insured, Pre-Refunded, 5.00%, 8/01/21 ........................... 2,300,000 2,503,964 Project No. 77, MBIA Insured, Pre-Refunded, 5.00%, 8/01/23 .................................... 1,100,000 1,246,025 Project No. 90, Refunding, 5.50%, 11/01/28 .................................................... 5,000,000 5,166,100 Kentucky State Turnpike Authority Economic Development Road Revenue, Revitalization Projects, Refunding, Series A, 5.00%, 7/01/28 ........................................................... 1,000,000 1,002,890 Series A, AMBAC Insured, 5.00%, 7/01/25 ....................................................... 2,000,000 2,049,960 Lawrenceburg Water and Sewer Revenue, MBIA Insured, 5.00%, 10/01/28 .............................. 1,730,000 1,587,292 Louisville and Jefferson County Metropolitan Government College Revenue, Bellarmine University, Refunding and Improvement, Series A, 6.00%, 5/01/38 ........................................... 2,500,000 2,138,700 Louisville and Jefferson County Metropolitan Government Health Facilities Revenue, Jewish Hospital and St. Mary's HealthCare Inc. Project, Refunding, 6.125%, 2/01/37 ................... 2,000,000 1,952,080 Louisville and Jefferson County Metropolitan Government Industrial Building Revenue, Sisters of Mercy, Cincinnati, 5.00%, 10/01/35 ................................................. 1,500,000 1,128,600 Louisville and Jefferson County Metropolitan Sewer District Sewer and Drainage System Revenue, Series A, AMBAC Insured, 5.00%, 5/15/36 ................................................................. 3,000,000 2,762,520 FGIC Insured, 5.00%, 5/15/30 .................................................................. 2,750,000 2,742,658 FGIC Insured, 5.00%, 5/15/38 .................................................................. 3,000,000 2,828,640 Louisville and Jefferson County Student Housing Revenue, University of Louisville, Phase 3-A, AMBAC Insured, 5.00%, 6/01/34 ................................................................. 3,755,000 3,654,929 Series A, AMBAC Insured, 5.00%, 6/01/25 ....................................................... 1,000,000 1,024,690 Louisville Parking Authority of River City Revenue, MBIA Insured, 5.00%, 6/01/29 ................. 3,290,000 3,304,410 Louisville Regional Airport Authority Airport System Revenue, FSA Insured, 5.50%, 7/01/38 ........ 3,000,000 2,670,540 Louisville Water Works Board Water System Revenue, Louisville Water Co., Refunding, FSA Insured, 5.25%, 11/15/24 ............................................................................... 2,500,000 2,542,825 5.50%, 11/15/25 ............................................................................... 2,000,000 2,042,020 Murray Hospital Facilities Revenue, Murray, Calloway County Public Hospital, 5.125%, 8/01/37 3,000,000 2,042,700 Northern Kentucky University COP, AMBAC Insured, 5.00%, 12/01/27 ................................. 1,500,000 1,485,480 Northern Kentucky Water Service District Revenue, MBIA Insured, 4.875%, 2/01/20 .................. 1,270,000 1,261,986 106 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN KENTUCKY TAX-FREE INCOME FUND AMOUNT VALUE - -------------------------------------- ---------- ------------ MUNICIPAL BONDS (CONTINUED) KENTUCKY (CONTINUED) Oldham County School District Finance Corp. School Building Revenue, MBIA Insured, 5.00%, 5/01/24 ....................................................................................... $5,680,000 $ 5,832,792 Paducah Electric Plant Board Revenue, Series A, Assured Guaranty, 5.25%, 10/01/35 ................ 3,000,000 2,995,590 Pulaski County Public Properties Corp. First Mortgage Revenue, AOC Judicial Facility, 6.00%, 12/01/28 ............................................................................... 1,000,000 1,059,660 Russell Health System Revenue, Our Lady of Bellefonte, Pre-Refunded, 5.50%, 7/01/15 .............. 785,000 814,139 Trimble County Environmental Facilities Revenue, Trimble County Environmental Facility, AMBAC Insured, 6.00%, 3/01/37 ................................................................. 5,000,000 4,583,800 Refunding, AMBAC Insured, 4.60%, 6/01/33 ...................................................... 3,750,000 3,018,338 Warren County Hospital Facility Revenue, Community Hospital Corp. Project, Refunding, Series A, 5.00%, 8/01/29 ................................................................................ 1,000,000 793,540 ------------ 142,964,024 ------------ U.S. TERRITORIES 10.3% PUERTO RICO 9.3% Children's Trust Fund Puerto Rico Tobacco Settlement Revenue, Asset-Backed Bonds, Refunding, 5.375%, 5/15/33 ............................................................................... 1,680,000 1,246,190 Puerto Rico Commonwealth GO, Public Improvement, Series A, 5.125%, 7/01/31 ............................................................................... 3,125,000 2,540,656 Pre-Refunded, 5.125%, 7/01/31 ................................................................. 1,875,000 2,045,475 Puerto Rico Commonwealth Highway and Transportation Authority Transportation Revenue, Series D, Pre-Refunded, 5.375%, 7/01/36 ....................................................... 2,500,000 2,770,900 Series K, 5.00%, 7/01/27 ...................................................................... 3,000,000 2,522,910 Puerto Rico PBA Guaranteed Revenue, Government Facilities, Refunding, Series D, 5.25%, 7/01/36 ........................................................... 455,000 372,650 Refunding, Series N, 5.00%, 7/01/32 ........................................................... 3,000,000 2,403,840 Series D, Pre-Refunded, 5.25%, 7/01/36 ........................................................ 995,000 1,093,774 ------------ 14,996,395 ------------ VIRGIN ISLANDS 1.0% Virgin Islands PFAR, Virgin Islands Matching Fund Loan Notes, senior lien, Refunding, Series A, 5.625%, 10/01/25 .............................................................................. 2,000,000 1,632,920 ------------ TOTAL U.S. TERRITORIES ........................................................................... 16,629,315 ------------ TOTAL MUNICIPAL BOND BEFORE SHORT TERM INVESTMENTS (COST $166,026,746) ........................... 159,593,339 ------------ SHORT TERM INVESTMENTS (COST $800,000) 0.5% MUNICIPAL BONDS 0.5% KENTUCKY 0.5% (a) Lexington-Fayette Urban County Airport Board General Airport Revenue, Refunding, Series B, Daily VRDN and Put, 0.65%, 7/01/38 ............................................................ 800,000 800,000 ------------ TOTAL INVESTMENTS (COST $166,826,746) 99.0% ...................................................... 160,393,339 OTHER ASSETS, LESS LIABILITIES 1.0% .............................................................. 1,649,918 ------------ NET ASSETS 100.0% ................................................................................ $162,043,257 ============ See Abbreviations on page 170. (a) Variable rate demand notes (VRDNs) are tax-exempt obligations which contain a floating or variable interest rate adjustment formula and an unconditional right of demand to receive payment of the principal balance plus accrued interest at specified dates. The coupon rate shown represents the rate at period end. The accompanying notes are an integral part of these financial statements. Annual Report | 107 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN LOUISIANA TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ------------------------------------------------------ CLASS A 2009 2008(a) 2007 2006 2005 - ------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ................. $ 10.74 $ 11.61 $ 11.52 $ 11.68 $ 11.81 -------- -------- -------- -------- -------- Income from investment operations(b): Net investment income(c) ........................ 0.48 0.47 0.48 0.50 0.52 Net realized and unrealized gains (losses) ...... (0.32) (0.87) 0.10 (0.16) (0.14) -------- -------- -------- -------- -------- Total from investment operations ................... 0.16 (0.40) 0.58 0.34 0.38 -------- -------- -------- -------- -------- Less distributions from net investment income ...... (0.47) (0.47) (0.49) (0.50) (0.51) -------- -------- -------- -------- -------- Redemption fees(d) ................................. -- --(e) --(e) -- --(e) -------- -------- -------- -------- -------- Net asset value, end of year ....................... $ 10.43 $ 10.74 $ 11.61 $ 11.52 $ 11.68 ======== ======== ======== ======== ======== Total return(f) .................................... 1.53% (3.57)% 5.14% 2.99% 3.36% RATIOS TO AVERAGE NET ASSETS Expenses ........................................... 0.71% 0.71% 0.73% 0.73% 0.73% Net investment income .............................. 4.45% 4.14% 4.22% 4.30% 4.49% SUPPLEMENTAL DATA Net assets, end of year (000's) .................... $266,905 $234,314 $220,927 $188,333 $188,659 Portfolio turnover rate ............................ 11.73% 11.57% 5.71% 9.78% 8.67% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Effective September 1, 2008, the redemption fee was eliminated. (e) Amount rounds to less than $0.01 per share. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. 108 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN LOUISIANA TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ------------------------------------------------- CLASS C 2009 2008(a) 2007 2006 2005 - ------- ------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ................. $ 10.85 $ 11.73 $ 11.63 $ 11.79 $ 11.91 ------- ------- ------- ------- ------- Income from investment operations(b): Net investment income(c) ........................ 0.42 0.41 0.43 0.44 0.46 Net realized and unrealized gains (losses) ...... (0.32) (0.88) 0.09 (0.16) (0.13) ------- ------- ------- ------- ------- Total from investment operations ................... 0.10 (0.47) 0.52 0.28 0.33 ------- ------- ------- ------- ------- Less distributions from net investment income ...... (0.41) (0.41) (0.42) (0.44) (0.45) ------- ------- ------- ------- ------- Redemption fees(d) ................................. -- --(e) --(e) -- --(e) ------- ------- ------- ------- ------- Net asset value, end of year ....................... $ 10.54 $ 10.85 $ 11.73 $ 11.63 $ 11.79 ======= ======= ======= ======= ======= Total return(f) .................................... 0.96% (4.16)% 4.61% 2.40% 2.84% RATIOS TO AVERAGE NET ASSETS Expenses ........................................... 1.26% 1.26% 1.28% 1.28% 1.28% Net investment income .............................. 3.90% 3.59% 3.67% 3.75% 3.94% SUPPLEMENTAL DATA Net assets, end of year (000's) .................... $41,646 $35,085 $29,028 $23,319 $19,196 Portfolio turnover rate ............................ 11.73% 11.57% 5.71% 9.78% 8.67% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Effective September 1, 2008, the redemption fee was eliminated. (e) Amount rounds to less than $0.01 per share. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. Annual Report | 109 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 PRINCIPAL FRANKLIN LOUISIANA TAX-FREE INCOME FUND AMOUNT VALUE - --------------------------------------- ----------- ------------ MUNICIPAL BONDS 96.5% LOUISIANA 89.5% Alexandria Sales & Use Tax Revenue, 5.00%, 8/01/26 ....................................................................................... $ 1,710,000 $ 1,735,188 8/01/27 ....................................................................................... 1,790,000 1,802,315 8/01/28 ....................................................................................... 1,875,000 1,872,600 Bossier City Utilities Revenue, BHAC Insured, 5.50%, 10/01/33 .................................... 5,000,000 5,168,950 Bossier Parish Sales and Use Tax Revenue, AMBAC Insured, 5.00%, 7/01/20 .......................... 1,900,000 1,962,434 Calcasieu Parish Public Trust Authority Student Lease Revenue, McNeese Student Housing Project, MBIA Insured, 5.25%, 5/01/21 ....................................................................................... 1,505,000 1,466,638 5/01/33 ....................................................................................... 2,500,000 2,041,175 De Soto Parish Environmental Improvement Revenue, International Paper Co. Project, Series A, 5.65%, 12/01/21 ............................................................................... 1,000,000 676,080 De Soto Parish PCR, Cleco Utility Group Inc. Project, Refunding, AMBAC Insured, 5.875%, 9/01/29 ....................................................................................... 11,500,000 10,055,025 Denham Spring Livingston Housing and Mortgage Finance Authority SFHR, Series A, FHA Insured, ETM, 7.20%, 8/01/10 .................................................................. 1,380,000 1,499,950 East Baton Rouge Mortgage Finance Authority Revenue, SFM Purchase, Refunding, Series A, 6.10%, 10/01/29 ............................................................................... 135,000 134,702 East Baton Rouge Parish Park and Recreation District GO, FSA Insured, 5.00%, 5/01/25 ............. 3,325,000 3,393,628 East Baton Rouge Parish Sales and Use Tax Revenue, Public Improvement, Series ST, FGIC Insured, Pre-Refunded, 5.00%, 2/01/20 ......................................................... 1,000,000 1,080,250 East Baton Rouge Parish Sales Tax Revenue, Public Improvement, Refunding, Series A, AMBAC Insured, 5.00%, 2/01/24 ........................ 2,000,000 2,007,000 Road and Street Improvement, Assured Guaranty, 5.25%, 8/01/28 ................................. 1,000,000 1,011,950 Road and Street Improvement, Assured Guaranty, 5.50%, 8/01/30 ................................. 1,700,000 1,733,660 England District Sub-District No. 1 Revenue, FGIC Insured, 5.00%, 8/15/19 ........................ 5,000,000 5,195,150 Greater New Orleans Expressway Commission Revenue, Refunding, AMBAC Insured, 5.00%, 11/01/27 ...................................................................................... 5,000,000 4,881,150 Jefferson Parish Revenue, Public Improvement, 24th Judicial District Project, MBIA Insured, 5.00%, 4/01/29 ................................................................................ 3,060,000 2,958,286 Jefferson Parish West Jefferson Park and Community Center Revenue, MBIA Insured, 5.00%, 10/01/29 ...................................................................................... 2,925,000 2,970,367 Jefferson Sales Tax District Special Sales Tax Revenue, Special Tax Bond, AMBAC Insured, Pre-Refunded, 5.00%, 12/01/20 ................................................................. 4,195,000 4,611,647 Lafayette Communications Systems Revenue, XLCA Insured, 5.25%, 11/01/27 .......................... 5,000,000 4,676,450 Lafayette Public Power Authority Electric Revenue, MBIA Insured, 5.00%, 11/01/32 ................. 5,000,000 4,615,200 Lafayette Public Trust Financing Authority Revenue, Ragin' Cajun Facilities Inc. Project, MBIA Insured, 5.00%, 10/01/22 ...................................................................... 1,500,000 1,552,260 Lafayette Public Trust Financing Authority SFMR, Series A, ETM, 7.20%, 4/01/11 ................... 30,000 33,546 Lafayette Utilities Revenue, MBIA Insured, 5.00%, 11/01/28 ....................................... 5,000,000 4,877,450 Lafourche Parish Home Mortgage Authority SFMR, ETM, 7.40%, 7/01/10 ............................... 30,000 31,102 Livingston Parish Waterworks Revenue, Ward Two Water District, AMBAC Insured, 5.125%, 4/01/29 ....................................................................................... 2,200,000 2,158,002 Louisiana HFA, SFMR, Home Ownership Program, GO Zone, Series B-1, GNMA Secured, 5.00%, 12/01/32 ............................................ 2,075,000 1,969,818 Series A, GNMA Secured, 5.50%, 6/01/40 ........................................................ 5,000,000 4,940,700 Series B, GNMA Secured, 6.125%, 12/01/33 ...................................................... 1,000,000 1,036,130 110 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN LOUISIANA TAX-FREE INCOME FUND AMOUNT VALUE - --------------------------------------- ----------- ------------ MUNICIPAL BONDS (CONTINUED) LOUISIANA (CONTINUED) Louisiana HFA Mortgage Revenue, SF, Series A-1, GNMA Secured, 5.45%, 12/01/20 .................... $ 415,000 $ 409,352 Louisiana Local Government Environmental Facilities and CDA Revenue, Ascension Parish Library Projects, AMBAC Insured, 5.25%, 4/01/29 ........................... 1,000,000 990,170 Baton Rouge Apartments, Series A, MBIA Insured, 6.375%, 1/01/30 ............................ 4,265,000 3,929,131 Delgado Community College Foundation Project, AMBAC Insured, 6.00%, 10/01/29 ............... 1,000,000 1,022,870 Delta Campus Facilities Corp. Project, Assured Guaranty, 5.50%, 10/01/27 ................... 5,000,000 5,040,500 Denham Springs Sewer Project, AMBAC Insured, 4.75%, 12/01/31 ............................... 3,000,000 2,573,970 East Ascension Consolidated No. 1, Refunding, AMBAC Insured, 5.00%, 12/01/37 ............... 5,370,000 5,042,913 East Ascension Consolidated No. 1, Refunding, AMBAC Insured, 5.00%, 12/01/44 ............... 8,870,000 8,101,681 Independence Stadium Project, Refunding, 5.25%, 3/01/30 .................................... 8,845,000 8,593,094 Jefferson Parking Garage Project, AMBAC Insured, 5.00%, 9/01/21 ............................ 2,215,000 2,257,018 Lake Charles Public Improvements Project, AMBAC Insured, 5.00%, 5/01/27 .................... 5,000,000 4,854,450 Livingston Parish Road, AMBAC Insured, 5.00%, 3/01/21 ...................................... 4,040,000 3,611,679 MBIA Insured, 5.00%, 12/01/26 .............................................................. 3,000,000 2,947,830 Parking Facilities Corp. Garage Project, Series A, AMBAC Insured, 5.375%, 10/01/26 ......... 2,000,000 2,003,480 Parking Facilities Corp. Garage Project, Series A, AMBAC Insured, 5.375%, 10/01/31 ......... 2,000,000 1,913,040 Shreveport Airport Cargo Project, Series C, Assured Guaranty, 6.75%, 1/01/24 ............... 2,620,000 2,732,372 Shreveport Airport Cargo Project, Series C, Assured Guaranty, 7.00%, 1/01/33 ............... 2,500,000 2,535,075 Southeastern Louisiana Student Housing, Series A, MBIA Insured, 5.00%, 8/01/27 ............. 3,000,000 2,528,550 Louisiana Public Facilities Authority Hospital Revenue, Touro Infirmary Project, Series A, 5.625%, 8/15/29 ............................................................ 3,500,000 2,459,135 Louisiana Public Facilities Authority Revenue, Archdiocese of New Orleans Project, Refunding, CIFG Insured, 5.00%, 7/01/31 ................ 5,000,000 4,219,800 Centenary College Project, Refunding, 5.75%, 2/01/29 ....................................... 7,300,000 5,208,842 Christus Health, Refunding, Series B, Assured Guaranty, 6.50%, 7/01/30 ..................... 5,000,000 5,130,750 Dillard University Project, Series A, AMBAC Insured, 5.30%, 8/01/26 ........................ 1,540,000 1,575,528 FHA Insured Mortgage, Baton Rouge General, MBIA Insured, 5.25%, 7/01/33 .................... 5,000,000 4,460,750 Grambling University Project, Black and Gold Facilities Project, Series A, CIFG Insured, 5.00%, 7/01/30 .......................................................................... 5,000,000 3,558,550 Mortgage Purchase, HFA, Refunding, Series A, FNMA Insured, 6.40%, 7/20/20 .................. 1,715,000 1,734,877 Ochsner Clinic Foundation Project, Refunding, Series B, ETM, 5.75%, 5/15/23 ................ 2,500,000 2,949,350 Ochsner Clinic Foundation Project, Series B, 5.25%, 5/15/27 ................................ 3,990,000 3,216,858 Tulane University of Louisiana, Series A, AMBAC Insured, Pre-Refunded, 5.125%, 7/01/27 ..... 3,000,000 3,347,220 Louisiana State Citizens Property Insurance Corp. Assessment Revenue, Series B, AMBAC Insured, 5.00%, 6/01/23 ....................................................................... 5,000,000 4,104,500 Louisiana State Gas and Fuels Tax Revenue, Series A, AMBAC Insured, 5.00%, 6/01/27 .............................................................. 3,500,000 3,377,885 FSA Insured, 5.00%, 5/01/31 ................................................................ 10,000,000 9,959,500 Louisiana State GO, Match, Refunding, Series B, CIFG Insured, 5.00%, 7/15/24 .................................................................................... 3,475,000 3,528,237 7/15/25 .................................................................................... 1,765,000 1,781,132 Louisiana State Office Facilities Corp. Lease Revenue, Capital Complex Program, AMBAC Insured, 5.00%, 5/01/21 .............................................................. 2,500,000 2,551,775 Series A, MBIA Insured, 5.375%, 3/01/19 .................................................... 3,000,000 3,031,950 Louisiana State Offshore Term Authority Deepwater Port Revenue, Loop LLC Project, Refunding, 5.00%, 10/01/20 ............................................................................... 5,000,000 4,888,150 Annual Report | 111 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN LOUISIANA TAX-FREE INCOME FUND AMOUNT VALUE --------------------------------------- ----------- ------------ MUNICIPAL BONDS (CONTINUED) LOUISIANA (CONTINUED) Louisiana State University and Agricultural and Mechanical College Board Revenue, AMBAC Insured, 5.00%, 7/01/22 .............................................................. $ 5,000,000 $ 5,200,200 Auxiliary, FGIC Insured, 5.00%, 7/01/31 .................................................... 3,000,000 2,714,880 Auxiliary, Series B, AMBAC Insured, 5.00%, 7/01/27 ......................................... 1,500,000 1,456,095 Monroe Sales Tax Increment Revenue, Economic Development Project, Garret Road, Refunding, Assured Guaranty, 5.375%, 3/01/24 ............................................................................ 1,035,000 1,088,582 5.50%, 3/01/25 ............................................................................. 2,145,000 2,256,154 New Orleans Aviation Board Revenue, Restructuring GARBS, Refunding, Series A-1, Assured Guaranty, 6.00%, 1/01/23 ...................................................................... 2,000,000 2,035,440 New Orleans GO, Drain Systems, AMBAC Insured, 5.00%, 12/01/18 .............................................. 1,000,000 922,770 Public Improvement, AMBAC Insured, 5.25%, 12/01/29 ......................................... 1,485,000 1,238,119 Public Improvement, FGIC Insured, 5.25%, 12/01/21 .......................................... 1,295,000 1,149,882 Public Improvement, FGIC Insured, 5.125%, 12/01/26 ......................................... 2,000,000 1,690,360 Radian Insured, 5.125%, 12/01/30 ........................................................... 10,055,000 8,116,999 Refunding, MBIA Insured, 5.125%, 9/01/21 ................................................... 2,000,000 1,821,440 Orleans Levee District Revenue, Levee Improvement, Refunding, FSA Insured, 5.95%, 11/01/14 ...................................................................................... 470,000 470,179 Orleans Parish Parishwide School District GO, Refunding, Series B, FGIC Insured, 5.50%, 9/01/20 ....................................................................................... 1,000,000 996,960 Orleans Parish School Board GO, Series 95, FGIC Insured, 5.375%, 9/01/18 ......................... 1,950,000 1,943,974 Ouachita Parish Hospital Service District No. 1 Revenue, Glenwood Regional Medical Center, FSA Insured, Pre-Refunded, 5.75%, 5/15/21 ..................................................... 2,500,000 2,654,275 Ouachita Parish West Ouachita Parish School District Sales and Use Tax Revenue, FGIC Insured, Pre-Refunded, 5.75%, 9/01/24 .................................................................. 1,410,000 1,536,251 Port New Orleans Board of Commissioners Port Facility Revenue, Refunding, Assured Guaranty, 5.125%, 4/01/38 ............................................................................... 5,000,000 4,600,450 Rapides Parish Housing and Mortgage Finance Authority Revenue, SFM Purchase, FHA Insured, ETM, 7.25%, 8/01/10 ........................................................................... 300,000 313,434 Shreveport Certificates of Indebtedness Revenue, Refunding, Series A, AMBAC Insured, 5.00%, 10/01/16 ...................................................................................... 1,000,000 1,031,770 St. Bernard Home Mortgage Authority Revenue, SF, Series A, FGIC Insured, ETM, 7.50%, 9/01/10 ....................................................................................... 435,000 476,621 St. Charles Parish Consolidated Waterworks and Wastewater District No. 1 Revenue, Series A, AMBAC Insured, 5.00%, 7/01/31 ................................................................. 6,485,000 6,322,745 St. John the Baptist Parish EDR, USX Corp. Project, Refunding, 5.35%, 12/01/13 ................... 2,500,000 2,491,525 St. John the Baptist Parish Revenue, Marathon Oil Corp. Project, Series A, 5.125%, 6/01/37 ....... 4,000,000 2,931,480 St. Tammany's Public Trust Financing Authority SFMR, Series A, ETM, 7.20%, 7/01/10 .................................................................................... 30,000 30,927 7/01/11 .................................................................................... 50,000 56,857 Terrebonne Parish Hospital Service District No. 1 Hospital Revenue, Terrebonne General Medical Center Project, Refunding, AMBAC Insured, 5.50%, 4/01/33 ...................................... 2,155,000 2,063,499 University of Louisiana System Board of Supervisors Lease Revenue, Lafayette Cajundome Convention Center Project, MBIA Insured, Pre-Refunded, 6.25%, 9/01/29 ................................................................................. 1,200,000 1,257,972 Northwestern State University Wellness, AMBAC Insured, 5.10%, 4/01/24 ...................... 1,000,000 910,140 ------------ 276,100,747 ------------ 112 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN LOUISIANA TAX-FREE INCOME FUND AMOUNT VALUE - --------------------------------------- ----------- ------------ MUNICIPAL BONDS (CONTINUED) U.S. TERRITORIES 7.0% PUERTO RICO 6.2% Puerto Rico Commonwealth GO, Public Improvement, MBIA Insured, Pre-Refunded, 5.75%, 7/01/26 ..................................................... $ 4,400,000 $ 4,649,084 Series A, 5.00%, 7/01/33 ....................................................................... 615,000 479,700 Puerto Rico Commonwealth Highway and Transportation Authority Transportation Revenue, Refunding, Series L, MBIA Insured, 5.25%, 7/01/35 ................................................. 10,000,000 8,370,200 Puerto Rico Electric Power Authority Power Revenue, Series WW, 5.25%, 7/01/33 ........................ 6,450,000 5,571,446 ------------ 19,070,430 ------------ VIRGIN ISLANDS 0.8% Virgin Islands PFAR, Virgin Islands Matching Fund Loan Notes, senior lien, Refunding, Series A, 5.50%, 10/01/18 ................................................................................... 3,000,000 2,641,080 ------------ TOTAL U.S. TERRITORIES ............................................................................... 21,711,510 ------------ TOTAL INVESTMENTS (COST $318,219,449) 96.5% .......................................................... 297,812,257 OTHER ASSETS, LESS LIABILITIES 3.5% .................................................................. 10,738,909 ------------ NET ASSETS 100.0% .................................................................................... $308,551,166 ============ See Abbreviations on page 170. The accompanying notes are an integral part of these financial statements. Annual Report | 113 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN MARYLAND TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ---------------------------------------------------- CLASS A 2009 2008(a) 2007 2006 2005 - ------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ................. $ 10.81 $11.84 $ 11.77 $ 11.80 $ 11.93 -------- -------- -------- -------- -------- Income from investment operations(b): Net investment income(c) ........................ 0.49 0.48 0.49 0.51 0.51 Net realized and unrealized gains (losses) ...... (0.47) (1.03) 0.08 (0.03) (0.13) -------- -------- -------- -------- -------- Total from investment operations ................... 0.02 (0.55) 0.57 0.48 0.38 -------- -------- -------- -------- -------- Less distributions from net investment income ...... (0.48) (0.48) (0.50) (0.51) (0.51) -------- -------- -------- -------- -------- Redemption fees(d, e) .............................. -- -- -- -- -- -------- -------- -------- -------- -------- Net asset value, end of year ....................... $ 10.35 $10.81 $ 11.84 $ 11.77 $ 11.80 ======== ======== ======== ======== ======== Total return(f) .................................... 0.20% (4.80)% 4.96% 4.11% 3.34% RATIOS TO AVERAGE NET ASSETS Expenses ........................................... 0.67% 0.67% 0.68% 0.69% 0.70% Net investment income .............................. 4.56% 4.18% 4.21% 4.29% 4.40% SUPPLEMENTAL DATA Net assets, end of year (000's) .................... $426,218 $417,427 $410,890 $369,205 $332,943 Portfolio turnover rate ............................ 8.94% 10.28% 7.84% 8.00% 12.03% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Effective September 1, 2008, the redemption fee was eliminated. (e) Amount rounds to less than $0.01 per share. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. 114 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN MARYLAND TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ------------------------------------------------ CLASS C 2009 2008(a) 2007 2006 2005 - ------- -------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ................. $ 10.95 $ 11.99 $ 11.91 $ 11.93 $ 12.05 -------- ------- ------- ------- ------- Income from investment operations(b): Net investment income(c) ........................ 0.44 0.43 0.43 0.45 0.46 Net realized and unrealized gains (losses) ...... (0.47) (1.05) 0.08 (0.03) (0.13) -------- ------- ------- ------- ------- Total from investment operations ................... (0.03) (0.62) 0.51 0.42 0.33 -------- ------- ------- ------- ------- Less distributions from net investment income ...... (0.42) (0.42) (0.43) (0.44) (0.45) -------- ------- ------- ------- ------- Redemption fees(d, e) .............................. -- -- -- -- -- -------- ------- ------- ------- ------- Net asset value, end of year ....................... $ 10.50 $ 10.95 $ 11.99 $ 11.91 $ 11.93 ======== ======= ======= ======= ======= Total return(f) .................................... (0.26)% (5.35)% 4.42% 3.57% 2.73% RATIOS TO AVERAGE NET ASSETS Expenses ........................................... 1.22% 1.22% 1.23% 1.24% 1.25% Net investment income .............................. 4.01% 3.63% 3.66% 3.74% 3.85% SUPPLEMENTAL DATA Net assets, end of year (000's) .................... $101,328 $82,927 $71,937 $59,915 $48,997 Portfolio turnover rate ............................ 8.94% 10.28% 7.84% 8.00% 12.03% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Effective September 1, 2008, the redemption fee was eliminated. (e) Amount rounds to less than $0.01 per share. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. Annual Report | 115 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 PRINCIPAL FRANKLIN MARYLAND TAX-FREE INCOME FUND AMOUNT VALUE - -------------------------------------- ----------- ----------- MUNICIPAL BONDS 96.7% MARYLAND 77.6% Anne Arundel County GO, Refunding, 4.625%, 3/01/32 ................................................ $ 2,000,000 $ 1,981,820 Baltimore Convention Center Hotel Revenue, Senior Series A, XLCA Insured, 5.25%, 9/01/39 .......... 25,095,000 15,096,148 Baltimore County Metropolitan 68th District GO, Refunding, 5.00%, 8/01/32 ......................... 1,000,000 1,007,430 Baltimore GO, Consolidated Public Improvement, Series A, FSA Insured, Pre-Refunded, 5.25%, 10/15/17 ....................................................................................... 3,300,000 3,462,360 Baltimore Port Facilities Revenue, Consolidated Coal Sales, Refunding, Series A, 6.50%, 10/01/11 ....................................................................................... 1,850,000 1,916,952 Baltimore Project Revenue, sub. bond, Water Projects, Series A, FSA Insured, 5.00%, 7/01/38 ............................ 6,150,000 6,163,222 Wastewater Projects, FSA Insured, 5.00%, 7/01/37 ............................................ 6,500,000 6,470,295 Wastewater Projects, Series A, FSA Insured, 5.00%, 7/01/33 .................................. 5,355,000 5,378,401 Wastewater Projects, Series A, FSA Insured, 5.00%, 7/01/38 .................................. 5,000,000 5,010,750 Wastewater Projects, Series B, FGIC Insured, Pre-Refunded, 5.00%, 7/01/28 ................... 4,000,000 4,077,400 Wastewater Projects, Series C, AMBAC Insured, 5.00%, 7/01/31 ................................ 2,855,000 2,798,357 Wastewater Projects, Series D, AMBAC Insured, 5.00%, 7/01/32 ................................ 2,120,000 2,051,800 Water Projects, Refunding, Series A, FGIC Insured, 5.125%, 7/01/42 .......................... 11,740,000 11,455,188 Water Projects, Series C, AMBAC Insured, 5.00%, 7/01/32 ..................................... 5,000,000 4,839,150 Baltimore Revenue, Wastewater Project, Series A, FGIC Insured, Pre-Refunded, 5.80%, 7/01/15 .................... 5,000,000 5,084,750 Water Projects, Series A, FSA Insured, Pre-Refunded, 5.75%, 7/01/30 ......................... 10,000,000 10,641,400 Carroll County Revenue, Fairhaven and Copper Ridge, Refunding, Series A, Radian Insured, 5.375%, 1/01/16 ............................................................................. 2,000,000 1,886,040 5.50%, 1/01/19 .............................................................................. 1,000,000 904,040 5.625%, 1/01/25 ............................................................................. 2,000,000 1,472,380 Frederick County Educational Facilities Revenue, Mount St. Mary University, Refunding, 5.625%, 9/01/38 ................................................................................ 5,000,000 3,345,800 Harford County GO, Consolidated Public Improvement, 4.45%, 1/15/17 ................................ 1,125,000 1,169,134 Maryland Environmental Services COP, Water and Waste Facilities, Series A, 6.70%, 6/01/11 ......... 1,210,000 1,210,762 Maryland State Community Development Administration Department of Housing and CDR, Housing, Refunding, Series A, 6.00%, 7/01/32 ................................................ 4,000,000 3,974,760 Residential, Series C, 5.375%, 9/01/39 ...................................................... 10,000,000 9,977,600 Residential, Series C, 5.65%, 9/01/48 ....................................................... 8,000,000 8,064,240 Residential, Series D, 5.25%, 9/01/29 ....................................................... 3,135,000 2,889,185 SF Program, Second Series, 5.00%, 4/01/17 ................................................... 310,000 310,000 Maryland State EDC Student Housing Revenue, University of Maryland Baltimore County Project, Refunding, XLCA Insured, 5.00%, 7/01/30 .... 3,245,000 1,939,829 University of Maryland Baltimore County Project, Refunding, XLCA Insured, 5.00%, 7/01/35 .... 3,675,000 2,084,974 University of Maryland College Park Projects, Refunding, CIFG Insured, 5.00%, 6/01/25 ....... 2,500,000 1,878,725 University of Maryland College Park Projects, Refunding, CIFG Insured, 5.00%, 6/01/28 ....... 2,000,000 1,439,200 University of Maryland College Park Projects, Refunding, CIFG Insured, 5.00%, 6/01/33 ....... 9,370,000 6,382,750 Maryland State EDC Utility Infrastructure Revenue, University College Park Project, AMBAC Insured, 5.00%, 7/01/19 ........................................................................ 1,675,000 1,726,389 Maryland State Health and Higher Educational Facilities Authority Revenue, Anne Arundel Health System, Series A, 6.75%, 7/01/29 ........................................ 2,000,000 2,062,740 Anne Arundel Health System, Series A, 6.75%, 7/01/39 ........................................ 2,000,000 2,032,420 Anne Arundel Health System, Series A, Pre-Refunded, 5.125%, 7/01/34 ......................... 2,500,000 2,817,225 Anne Arundel Medical Center, FSA Insured, 5.125%, 7/01/33 ................................... 8,365,000 7,725,161 Carroll County General Hospital, 6.00%, 7/01/26 ............................................. 2,000,000 1,984,920 116 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN MARYLAND TAX-FREE INCOME FUND AMOUNT VALUE - -------------------------------------- ----------- ------------ MUNICIPAL BONDS (CONTINUED) MARYLAND (CONTINUED) Maryland State Health and Higher Educational Facilities Authority Revenue, (continued) Carroll County General Hospital, 5.80%, 7/01/32 ............................................. $ 5,000,000 $ 4,543,200 Carroll Hospital Center, 5.00%, 7/01/40 ..................................................... 6,790,000 5,094,605 Catholic Health Initiatives, Series A, 6.00%, 12/01/20 ...................................... 715,000 735,571 Catholic Health Initiatives, Series A, ETM, 6.00%, 12/01/20 ................................. 2,205,000 2,335,183 Catholic Health Initiatives, Series A, ETM, 6.00%, 12/01/24 ................................. 2,025,000 2,142,754 Charity Obligation Group, Series A, Pre-Refunded, 5.00%, 11/01/19 ........................... 1,515,000 1,540,982 Charity Obligation Group, Series A, Pre-Refunded, 5.00%, 11/01/29 ........................... 2,250,000 2,288,587 Edenwald, Series A, 5.40%, 1/01/31 .......................................................... 1,000,000 682,600 Helix Health Issue, AMBAC Insured, ETM, 5.00%, 7/01/27 ...................................... 11,000,000 11,722,920 Johns Hopkins Medical Institutions, Series A, 5.00%, 5/15/37 ................................ 9,395,000 8,130,527 LifeBridge Health, Refunding, Assured Guaranty, 5.00%, 7/01/34 .............................. 10,945,000 9,917,921 Loyola College, Series A, 5.00%, 10/01/40 ................................................... 8,525,000 7,059,979 Maryland Institute College of Art, 5.00%, 6/01/35 ........................................... 2,000,000 1,356,800 Maryland Institute College of Art, 5.00%, 6/01/36 ........................................... 5,000,000 3,365,900 Maryland Institute College of Art, 5.00%, 6/01/40 ........................................... 6,000,000 3,953,040 Maryland Institute College of Art, Pre-Refunded, 5.625%, 6/01/36 ............................ 3,600,000 3,901,104 Mercy Medical Center, Refunding, 5.625%, 7/01/31 ............................................ 5,500,000 4,365,130 Mercy Medical Center, Series A, 5.00%, 7/01/37 .............................................. 10,000,000 7,568,600 North Arundel Hospital, Pre-Refunded, 6.50%, 7/01/26 ........................................ 1,000,000 1,079,700 North Arundel Hospital, Pre-Refunded, 6.50%, 7/01/31 ........................................ 1,320,000 1,425,204 Parking, Johns Hopkins Medical Institutions, AMBAC Insured, 5.00%, 7/01/27 .................. 655,000 552,427 Parking, Johns Hopkins Medical Institutions, AMBAC Insured, 5.00%, 7/01/34 .................. 5,000,000 4,069,000 Parking, Johns Hopkins Medical Institutions, Refunding, Series B, AMBAC Insured, 5.00%, 7/01/38 .................................................................................. 6,200,000 6,115,060 Peninsula Regional Medical Center, 5.00%, 7/01/36 ........................................... 6,625,000 5,351,940 Roland Park Place Project, Refunding, 5.625%, 7/01/18 ....................................... 2,500,000 2,195,375 Roland Park Place Project, Refunding, 5.625%, 7/01/24 ....................................... 2,680,000 2,121,166 The Johns Hopkins University Issue, Pre-Refunded, 6.00%, 7/01/39 ............................ 5,000,000 5,138,750 The Johns Hopkins University Issue, Series A, 5.00%, 7/01/32 ................................ 29,000,000 29,103,530 The Johns Hopkins University Issue, Series A, 5.00%, 7/01/38 ................................ 5,805,000 5,823,402 Union Hospital Cecil County Issue, 5.00%, 7/01/35 ........................................... 3,015,000 2,375,187 University of Maryland Medical System, Pre-Refunded, 6.75%, 7/01/30 ......................... 11,000,000 11,912,780 University of Maryland Medical System, Refunding, AMBAC Insured, 5.25%, 7/01/28 ............. 15,000,000 14,349,600 University of Maryland Medical System, Series A, 5.00%, 7/01/41 ............................. 2,500,000 1,976,675 Washington County Hospital, 5.75%, 1/01/38 .................................................. 2,500,000 1,872,075 Western Maryland Health, Refunding, Series A, MBIA Insured, 4.75%, 7/01/36 .................. 17,680,000 13,646,485 Maryland State Transportation Authority Lease Revenue, Metrorail Parking Project, AMBAC Insured, 5.00%, 7/01/28 ........................................................................ 3,975,000 4,020,991 Maryland State Transportation Authority Parking Revenue, AMBAC Insured, 5.00%, 3/01/27 ............ 8,000,000 8,024,480 Maryland State Transportation Authority Transportation Facility Projects Revenue, FSA Insured, 5.00%, 7/01/27 ..................................................................................... 5,890,000 6,005,326 7/01/31 ..................................................................................... 7,455,000 7,509,869 7/01/32 ..................................................................................... 7,165,000 7,204,407 7/01/34 ..................................................................................... 7,500,000 7,541,250 Morgan State University Maryland and Auxiliary Facilities Fees Revenue, Series A, FGIC Insured, 5.00%, 7/01/32 ................................................................................. 6,450,000 6,250,953 Prince George's County GO, Consolidated Public Improvement, 4.40%, 9/15/22 ........................ 10,000,000 10,236,500 Annual Report | 117 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN MARYLAND TAX-FREE INCOME FUND AMOUNT VALUE - -------------------------------------- ----------- ------------ MUNICIPAL BONDS (CONTINUED) MARYLAND (CONTINUED) Prince George's County IDA Lease Revenue, Upper Marlboro Justice, Series B, MBIA Insured, 4.75%, 6/30/30 ................................................................................. $ 4,000,000 $ 3,900,240 St. Mary's College Revenue, Academic Fees and Auxiliary Fees Project, Series A, AMBAC Insured, Pre-Refunded, 5.55%, 9/01/30 .......................................................... 2,000,000 2,118,240 Westminster Education Facilities Revenue, McDaniel College Inc., Pre-Refunded, 5.50%, 4/01/27 ..................................................................................... 425,000 482,524 4/01/32 ..................................................................................... 1,500,000 1,703,025 ------------ 409,525,261 ------------ U.S. TERRITORIES 19.1% PUERTO RICO 17.8% Puerto Rico Commonwealth Aqueduct and Sewer Authority Revenue, senior lien, Series A, 6.00%, 7/01/38 ................................................................................. 2,100,000 1,912,974 Puerto Rico Commonwealth GO, Public Improvement, FSA Insured, Pre-Refunded, 5.25%, 7/01/27 ................................................... 1,520,000 1,662,546 FSA Insured, Pre-Refunded, 5.125%, 7/01/30 .................................................. 4,360,000 4,756,411 Refunding, FSA Insured, 5.25%, 7/01/27 ...................................................... 1,015,000 1,012,554 Refunding, FSA Insured, 5.125%, 7/01/30 ..................................................... 2,870,000 2,752,990 Refunding, Series A, FGIC Insured, 5.50%, 7/01/21 ........................................... 10,000,000 9,312,800 Refunding, Series A, FGIC Insured, 5.50%, 7/01/22 ........................................... 5,000,000 4,627,450 Series A, 5.00%, 7/01/27 .................................................................... 6,250,000 5,216,625 Puerto Rico Commonwealth Highway and Transportation Authority Transportation Revenue, Refunding, Series N, Assured Guaranty, 5.25%, 7/01/36 ....................................... 5,000,000 4,872,200 Refunding, Series N, FGIC Insured, 5.25%, 7/01/39 ........................................... 5,000,000 4,114,950 Series D, Pre-Refunded, 5.25%, 7/01/38 ...................................................... 5,000,000 5,521,800 Series G, 5.00%, 7/01/33 .................................................................... 2,170,000 1,717,360 Puerto Rico Convention Center District Authority Hotel Occupancy Tax Revenue, Series A, AMBAC Insured, 5.00%, 7/01/31 ............................................................... 5,000,000 4,058,150 FGIC Insured, 5.00%, 7/01/24 ................................................................ 5,000,000 4,389,750 Puerto Rico Electric Power Authority Power Revenue, Refunding, Series SS, FSA Insured, 5.00%, 7/01/30 ........................................... 10,000,000 9,743,400 Series HH, FSA Insured, Pre-Refunded, 5.25%, 7/01/29 ........................................ 10,780,000 11,514,549 Series II, Pre-Refunded, 5.25%, 7/01/31 ..................................................... 3,000,000 3,377,400 Puerto Rico HFAR, Subordinated, Capital Fund Modernization, 5.125%, 12/01/27 ...................... 4,250,000 4,296,792 Puerto Rico PBA Guaranteed Revenue, Government Facilities, Refunding, Series D, 5.25%, 7/01/36 ......................................................... 520,000 425,885 Refunding, Series N, 5.00%, 7/01/32 ......................................................... 5,000,000 4,006,400 Series D, Pre-Refunded, 5.25%, 7/01/36 ...................................................... 1,480,000 1,626,920 University of Puerto Rico Revenues, University System, Refunding, Series P, 5.00%, 6/01/30 ........ 4,000,000 3,048,000 ------------ 93,967,906 ------------ 118 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN MARYLAND TAX-FREE INCOME FUND AMOUNT VALUE - -------------------------------------- ----------- ------------ MUNICIPAL BONDS (CONTINUED) U.S. TERRITORIES (CONTINUED) VIRGIN ISLANDS 1.3% Virgin Islands PFAR, Gross Receipts Taxes Loan Note, Refunding, Series A, FSA Insured, 5.00%, 10/01/22 ........... $ 2,000,000 $ 1,965,140 Virgin Islands Matching Fund Loan Notes, senior lien, Refunding, Series A, 5.50%, 10/01/14 ................................................................................. 3,300,000 3,210,768 Virgin Islands Matching Fund Loan Notes, senior lien, Refunding, Series A, 5.50%, 10/01/18 ................................................................................. 1,700,000 1,496,612 ------------ 6,672,520 ------------ TOTAL U.S. TERRITORIES ............................................................................ 100,640,426 ------------ TOTAL MUNICIPAL BONDS BEFORE SHORT TERM INVESTMENTS (COST $559,166,769) ........................... 510,165,687 ------------ SHORT TERM INVESTMENTS 1.9% MUNICIPAL BONDS 1.9% MARYLAND 1.9% (a) Maryland State EDC, EDR, U.S. Pharmacopeial, Refunding, Series A, Daily VRDN and Put, 0.60%, 7/01/38 ................................................................................... 5,765,000 5,765,000 (a) Maryland State Health and Higher Educational Facilities Authority Revenue, Upper Chesapeake Hospital, Refunding, Series A, Daily VRDN and Put, 0.60%, 1/01/43 ................................ 4,025,000 4,025,000 ------------ TOTAL SHORT TERM INVESTMENTS (COST $9,790,000) ................................................... 9,790,000 ------------ TOTAL INVESTMENTS (COST $568,956,769) 98.6% ...................................................... 519,955,687 OTHER ASSETS, LESS LIABILITIES 1.4% .............................................................. 7,589,471 ------------ NET ASSETS 100.0% ................................................................................ $527,545,158 ============ See Abbreviations on page 170. (a) Variable rate demand notes (VRDNs) are tax-exempt obligations which contain a floating or variable interest rate adjustment formula and an unconditional right of demand to receive payment of the principal balance plus accrued interest at specified dates. The coupon rate shown represents the rate at period end. The accompanying notes are an integral part of these financial statements. Annual Report | 119 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN MISSOURI TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ---------------------------------------------------- CLASS A 2009 2008(a) 2007 2006 2005 - ------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ................. $ 11.52 $ 12.37 $ 12.31 $ 12.32 $ 12.44 -------- -------- -------- -------- -------- Income from investment operations(b): Net investment income(c) ........................ 0.52 0.51 0.52 0.53 0.54 Net realized and unrealized gains (losses) ...... (0.25) (0.85) 0.06 (0.01) (0.12) -------- -------- -------- -------- -------- Total from investment operations ................... 0.27 (0.34) 0.58 0.52 0.42 -------- -------- -------- -------- -------- Less distributions from net investment income ...... (0.51) (0.51) (0.52) (0.53) (0.54) -------- -------- -------- -------- -------- Redemption fees(d,e) ............................... -- -- -- -- -- -------- -------- -------- -------- -------- Net asset value, end of year ....................... $ 11.28 $ 11.52 $ 12.37 $ 12.31 $ 12.32 ======== ======== ======== ======== ======== Total return(f) .................................... 2.39% (2.86)% 4.85% 4.33% 3.49% RATIOS TO AVERAGE NET ASSETS Expenses ........................................... 0.65% 0.66% 0.66% 0.66% 0.67% Net investment income .............................. 4.50% 4.24% 4.25% 4.31% 4.44% SUPPLEMENTAL DATA Net assets, end of year (000's) .................... $691,272 $622,913 $613,125 $562,235 $516,312 Portfolio turnover rate ............................ 12.44% 16.11% 19.77% 15.32% 17.93% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Effective September 1, 2008, the redemption fee was eliminated. (e) Amount rounds to less than $0.01 per share. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. 120 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN MISSOURI TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ------------------------------------------------ CLASS C 2009 2008(a) 2007 2006 2005 - ------- ------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ................. $ 11.60 $ 12.45 $ 12.39 $ 12.39 $ 12.50 ------- ------- ------- ------- ------- Income from investment operations(b): Net investment income(c) ........................ 0.46 0.45 0.45 0.47 0.48 Net realized and unrealized gains (losses) ...... (0.26) (0.86) 0.06 --(d) (0.12) ------- ------- ------- ------- ------- Total from investment operations ................... 0.20 (0.41) 0.51 0.47 0.36 ------- ------- ------- ------- ------- Less distributions from net investment income ...... (0.45) (0.44) (0.45) (0.47) (0.47) ------- ------- ------- ------- ------- Redemption fees(d,e) ............................... -- -- -- -- -- ------- ------- ------- ------- ------- Net asset value, end of year ....................... $ 11.35 $ 11.60 $ 12.45 $ 12.39 $ 12.39 ======= ======= ======= ======= ======= Total return(f) .................................... 1.81% (3.45)% 4.25% 3.82% 2.98% RATIOS TO AVERAGE NET ASSETS Expenses ........................................... 1.20% 1.21% 1.21% 1.21% 1.22% Net investment income .............................. 3.95% 3.69% 3.70% 3.76% 3.89% SUPPLEMENTAL DATA Net assets, end of year (000's) .................... $84,637 $71,563 $70,148 $68,807 $60,418 Portfolio turnover rate ............................ 12.44% 16.11% 19.77% 15.32% 17.93% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. Annual Report | 121 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 PRINCIPAL FRANKLIN MISSOURI TAX-FREE INCOME FUND AMOUNT VALUE - -------------------------------------- ----------- ----------- MUNICIPAL BONDS 97.3% MISSOURI 85.9% Bi-State Development Agency Missouri Illinois Metropolitan District Revenue, Metrolink Cross County Project, Series B, FSA Insured, 5.00%, 10/01/32 ......................................... $ 4,500,000 $ 4,178,834 Boone County IDA Health Care Revenue, Retirement Center Project, GNMA Secured, 5.70%, 10/20/22 .... 1,515,000 1,552,330 Cape Girardeau County IDA Health Care Facilities Revenue, Southeast Missouri Hospital Assn., 5.00%, 6/01/36 ........................................... 7,500,000 5,192,250 St. Francis Medical Center, Series A, 5.50%, 6/01/27 ........................................ 6,350,000 5,755,195 St. Francis Medical Center, Series A, 5.50%, 6/01/32 ........................................ 5,000,000 4,368,700 Cape Girardeau County IDA Solid Waste Disposal Revenue, Procter and Gamble Paper Products, 5.30%, 5/15/28 ................................................................................. 6,875,000 6,744,581 Columbia Special Obligation Electric Utility Improvement Revenue, Annual Appropriation Obligation, Series A, 5.75%, 10/01/33 .......................................................... 10,290,000 10,662,704 Curators of the University of Missouri System Facilities Revenue, Series A, 5.00%, 11/01/33 ................................................................... 5,000,000 4,950,700 Series A, 5.00%, 11/01/35 ................................................................... 20,000,000 19,680,200 System Facilities, Refunding, Series A, 5.00%, 11/01/25 ..................................... 5,750,000 5,920,142 Dunklin County COP, FGIC Insured, 5.00%, 12/01/24 ................................................. 1,000,000 1,045,050 Florissant COP, FGIC Insured, 5.00%, 8/01/22 ...................................................... 1,285,000 1,312,370 Grandview COP, FGIC Insured, 5.00%, 1/01/23 ....................................................... 2,410,000 2,415,639 Gravois Bluffs Transportation Development District Transportation Sales Tax Revenue, Refunding, 4.75%, 5/01/32 ................................................................................. 5,000,000 3,145,050 Hannibal IDA Health Facilities Revenue, Refunding, 5.00%, 3/01/22 ................................. 1,000,000 798,280 Hickory County School District R-1 Skyline GO, Direct Deposit Program, 6.05%, 3/01/20 .............................................................................. 800,000 831,336 Refunding, 6.05%, 3/01/20 ................................................................... 300,000 308,073 Howard Bend Levee District Special Tax, Pre-Refunded, 5.85%, 3/01/19 .............................. 3,000,000 3,030,000 Jackson County Consolidated School District No. 2 GO, Direct Deposit Program, 5.20%, 3/01/20 ........................................................................................ 2,000,000 2,130,820 Jackson County Reorganized School District No. 7 Lee's Summit GO, Direct Deposit Program, Refunding and Improvement, FSA Insured, 5.00%, 3/01/21 ......................................... 5,700,000 6,192,423 Jackson County Special Obligation Revenue, Harry S. Truman Sports Complex, AMBAC Insured, 5.00%, 12/01/28 .............................. 2,500,000 2,450,600 Harry S. Truman Sports Complex, AMBAC Insured, 5.00%, 12/01/29 .............................. 26,925,000 26,853,918 MBIA Insured, 5.00%, 12/01/27 ............................................................... 3,105,000 3,136,392 Jasper County Reorganized School District No. R-7 GO, Direct Deposit Program, 6.00%, 3/01/20 ...... 1,025,000 1,064,647 Jefferson County Conservation Public Water Supply District No. C-1 Waterworks Revenue, AMBAC Insured, 5.00%, 12/01/26 ................................................................. 4,500,000 4,525,740 Jefferson County Consolidated School District No. 006 Lease Participation COP, FSA Insured, 5.00%, 3/01/25 ................................................................................. 1,050,000 1,085,658 Joplin IDA Health Facilities Revenue, Freeman Health Systems Project, 5.50%, 2/15/29 .............................................................................. 2,000,000 1,566,960 5.75%, 2/15/35 .............................................................................. 2,500,000 1,953,600 Kansas City IDAR, Kansas City Missouri IDA, AMBAC Insured, 5.00%, 12/01/24 ............................................................................. 4,470,000 4,513,806 4.50%, 12/01/32 ............................................................................. 10,000,000 8,517,700 5.00%, 12/01/32 ............................................................................. 15,000,000 13,926,150 122 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN MISSOURI TAX-FREE INCOME FUND AMOUNT VALUE -------------------------------------- ----------- ------------- MUNICIPAL BONDS (CONTINUED) MISSOURI (CONTINUED) Kansas City Special Obligation Revenue, Arena Project, Refunding and Improvement, Series C, 5.125%, 4/01/38 ............................................................................... $10,000,000 $ 9,004,800 Kansas City Special Obligation Tax Allocation, East Village Project, Series B, Assured Guaranty, 5.00%, 4/15/31 ................................................................................ 4,760,000 4,647,712 Kansas City Tax Increment Financing Commerce Tax Increment Revenue, Blue Parkway Town Center Project, MBIA Insured, 5.00%, 7/01/27 .................................................. 1,730,000 1,739,515 (a) Kansas City Water Revenue, Refunding and Improvement, Series A, 5.25%, 12/01/32 .................. 10,000,000 10,006,700 Lake of the Ozarks Community Board Corp. Bridge System Revenue, Refunding, 5.25%, 12/01/14 ................................................................................... 750,000 690,390 12/01/26 ................................................................................... 800,000 607,544 Lee's Summit IDAR, John Knox Village Project, Pre-Refunded, 5.70%, 8/15/22 ....................... 1,500,000 1,720,200 Lee's Summit Water and Sewer Revenue, Series A, AMBAC Insured, 5.00%, 7/01/22 .................... 1,995,000 2,045,793 Lincoln University Auxiliary System Revenue, Assured Guaranty, 5.125%, 6/01/37 ................... 1,500,000 1,485,510 Metropolitan St. Louis Sewer District Wastewater System Revenue, Series A, 5.75%, 5/01/38 ................................................................... 2,000,000 2,100,700 Series A, MBIA Insured, 5.00%, 5/01/34 ..................................................... 24,730,000 24,658,036 Series C, MBIA Insured, 5.00%, 5/01/36 ..................................................... 22,740,000 22,638,125 Missouri Development Finance Board Cultural Facilities Revenue, Nelson Gallery Foundation, Series A, MBIA Insured, 5.00%, 12/01/30 ......................... 9,500,000 9,547,595 Series B, 5.00%, 6/01/37 ................................................................... 22,435,000 22,538,650 Missouri Joint Municipal Electric Utility Commission Power Project Revenue, Plum Point Project, MBIA Insured, 5.00%, 1/01/28 ........................................... 5,235,000 4,438,809 Plum Point Project, MBIA Insured, 5.00%, 1/01/34 ........................................... 34,945,000 28,537,834 Series A, AMBAC Insured, 5.00%, 1/01/32 .................................................... 10,000,000 8,901,000 Missouri Southern State College Revenue, Auxiliary Enterprise System, MBIA Insured, 5.50%, 4/01/23 ....................................................................................... 1,200,000 1,249,548 Missouri State Board of Public Buildings State Office Building, Special Obligation, Series A, 5.125%, 5/01/26 ............................................................................... 3,960,000 4,009,302 Missouri State Development Finance Board Infrastructure Facilities Revenue, Midtown Redevelopment Project, Series A, MBIA Insured, Pre-Refunded, 5.75%, 4/01/22 ................... 10,000,000 10,554,300 Missouri State Development Finance Board Recreation Facilities Revenue, YMCA Greater St. Louis Project, Series A, 5.40%, 9/01/18 ....................................................... 7,420,000 7,473,276 Missouri State Development Finance Board Solid Waste Disposal Revenue, Procter and Gamble Paper Product, 5.20%, 3/15/29 ................................................................. 3,000,000 2,747,010 Missouri State Environmental Improvement and Energy Resources Authority PCR, National Rural Assn., Electric Project, Series G-6, AMBAC Insured, 5.85%, 2/01/13 ...................... 2,100,000 2,096,472 Missouri State Environmental Improvement and Energy Resources Authority Water PCR, State Revolving Fund, Series A, 7.00%, 10/01/10 .................................................................. 270,000 270,122 Series A, 6.55%, 7/01/14 ................................................................... 815,000 814,886 Series A, 5.75%, 1/01/16 ................................................................... 150,000 149,919 Series B, 7.125%, 12/01/10 ................................................................. 120,000 120,097 Series B, 5.80%, 1/01/15 ................................................................... 125,000 124,830 Series B, 6.05%, 7/01/16 ................................................................... 485,000 484,442 Series B, 7.20%, 7/01/16 ................................................................... 805,000 804,920 Series B, 5.50%, 7/01/21 ................................................................... 710,000 731,115 Series B, Pre-Refunded, 5.50%, 7/01/21 ..................................................... 730,000 782,750 Annual Report | 123 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN MISSOURI TAX-FREE INCOME FUND AMOUNT VALUE -------------------------------------- ----------- ------------- MUNICIPAL BONDS (CONTINUED) MISSOURI (CONTINUED) Missouri State Environmental Improvement and Energy Resources Authority Water Pollution Control and Drinking Water Revenue, State Revolving Funds Programs, Series A, 5.75%, 1/01/29 ..... $ 2,500,000 $ 2,727,100 Missouri State GO, State Water Pollution Control, Series A, 5.00%, 6/01/26 .................................... 3,785,000 3,840,791 Stormwater Control, Series A, 5.00%, 6/01/26 ............................................... 1,895,000 1,922,932 Missouri State HDC, MFHR, FHA Insured, 8.50%, 12/01/29 ......................................................... 40,000 40,342 SFMR, Series B, GNMA Secured, 6.45%, 9/01/27 ............................................... 170,000 170,175 Missouri State Health and Educational Facilities Authority Educational Facilities Revenue, Maryville University of St. Louis Project, Pre-Refunded, 6.50%, 6/15/22 .................... 1,750,000 1,863,522 Maryville University of St. Louis Project, Pre-Refunded, 6.75%, 6/15/30 .................... 4,500,000 4,806,135 Washington University, Refunding, Series B, 5.00%, 3/01/30 ................................. 14,000,000 14,089,460 Washington University, Series A, 5.00%, 11/15/37 ........................................... 9,150,000 9,167,019 Washington University, Series B, Pre-Refunded, 6.00%, 3/01/30 .............................. 13,550,000 14,404,192 Webster University, MBIA Insured, 5.30%, 4/01/27 ........................................... 8,000,000 7,141,760 Missouri State Health and Educational Facilities Authority Health Facilities Revenue, Coxhealth, 5.50%, 11/15/39 ................................................................. 10,000,000 8,943,100 Freeman Health Systems Project, 5.25%, 2/15/28 ............................................. 2,750,000 2,083,950 Improvement, Jefferson Memorial Hospital, Refunding, Radian Insured, 5.00%, 8/15/21 ........ 4,585,000 4,237,595 Improvement, Jefferson Memorial Hospital, Refunding, Radian Insured, 5.25%, 8/15/28 ........ 4,900,000 4,149,908 Lake of the Ozarks General Hospital, 6.25%, 2/15/11 ........................................ 180,000 180,749 Lake of the Ozarks General Hospital, Refunding, 6.50%, 2/15/21 ............................. 330,000 316,774 Lake Regional Health Systems Project, 5.60%, 2/15/25 ....................................... 1,250,000 1,053,700 Lake Regional Health Systems Project, 5.70%, 2/15/34 ....................................... 2,750,000 2,151,572 St. Luke's Episcopal, 5.00%, 12/01/34 ...................................................... 7,500,000 5,814,825 St. Luke's Episcopal, Presbyterian Hospital, FSA Insured, 5.25%, 12/01/26 .................. 8,500,000 7,380,465 St. Luke's Health System, Series B, 5.50%, 11/15/35 ........................................ 6,725,000 6,696,419 Missouri State Health and Educational Facilities Authority Revenue, Educational Facilities, Washington University, Series A, 5.00%, 2/15/33 .................... 15,125,000 15,194,424 Senior Living Facilities, Lutheran Senior Services, Refunding, Series B, 5.125%, 2/01/22 ... 2,900,000 2,309,850 Senior Living Facilities, Lutheran Senior Services, Refunding, Series B, 5.125%, 2/01/27 ... 2,700,000 1,971,729 Senior Living Facilities, Lutheran Senior Services, Series A, 5.00%, 2/01/25 ............... 1,500,000 1,116,405 Senior Living Facilities, Lutheran Senior Services, Series A, 5.375%, 2/01/35 .............. 4,655,000 3,235,877 SSM Healthcare System, Series A, AMBAC Insured, Pre-Refunded, 5.25%, 6/01/28 ............... 16,385,000 17,816,394 St. Luke's Health System, Series A, FSA Insured, 5.50%, 11/15/35 ........................... 10,000,000 9,957,500 The Washington University, Series A, 5.375%, 3/15/39 ....................................... 16,075,000 16,757,544 Missouri State Highways and Transit Commission State Road Revenue, First Lien, Series B, 5.00%, 5/01/24 ................................................................................ 11,005,000 11,571,647 Missouri State Housing Development Commission SFMR, Homeownership Loan Program, Series A-1, GNMA Secured, 4.75%, 9/01/32 ................................................... 2,390,000 1,955,426 Series C-1, GNMA Secured, 5.90%, 9/01/25 ................................................... 945,000 938,536 Series C-1, GNMA Secured, 5.95%, 3/01/28 ................................................... 675,000 677,187 Monarch-Chesterfield Levee District Revenue, MBIA Insured, 5.75%, 3/01/19 ........................ 1,920,000 1,987,162 North Kansas City Hospital Revenue, North Kansas City Hospital, Series A, FSA Insured, 5.00%, 11/15/20 ............................................................................ 1,000,000 1,018,350 5.00%, 11/15/21 ............................................................................ 1,000,000 1,013,290 5.00%, 11/15/22 ............................................................................ 1,000,000 1,006,580 124 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN MISSOURI TAX-FREE INCOME FUND AMOUNT VALUE -------------------------------------- ----------- ------------- MUNICIPAL BONDS (CONTINUED) MISSOURI (CONTINUED) North Kansas City Hospital Revenue, North Kansas City Hospital, Series A, FSA Insured, (continued) 5.00%, 11/15/28 ............................................................................ $ 1,965,000 $ 1,836,017 5.125%, 11/15/33 ........................................................................... 2,755,000 2,496,884 Pettis County School District 200 Sedalia Lease COP, Missouri State Assn. of Rural Education, Assured Guaranty, 5.00%, 3/01/27 .............................................................. 6,690,000 6,800,117 Pulaski County IDA, MFHR, St. Robert Project, Series A, GNMA Secured, 6.00%, 8/20/39 ............. 1,600,000 1,606,096 Riverside IDA, IDR, Riverside Horizons Project, Series A, ACA Insured, 5.00%, 5/01/20 .................................................................................... 1,500,000 1,316,745 5/01/27 .................................................................................... 2,000,000 1,582,320 Riverside-Quindaro Bend Levee District of Platte County Levee Improvement Revenue, L-385 Project, Refunding, Radian Insured, 5.00%, 3/01/27 ............................................... 5,000,000 3,777,650 Springfield Missouri IDAR, Bethesda Living Centers, Refunding, Series A, 5.625%, 8/15/18 ............................................................................ 3,000,000 2,507,400 5.70%, 8/15/28 ............................................................................. 5,250,000 3,650,220 Springfield Public Building Corp. Leasehold Revenue, Capital Improvement Program, AMBAC Insured, 5.00%, 3/01/24 ................................................................................ 2,600,000 2,679,794 Springfield Branson Airport, Series A, AMBAC Insured, 5.00%, 7/01/36 ....................... 5,000,000 4,603,650 Springfield Recreational, Series B, AMBAC Insured, Pre-Refunded, 6.125%, 6/01/21 ........... 3,230,000 3,332,326 Springfield Recreational, Series B, AMBAC Insured, Pre-Refunded, 6.15%, 6/01/25 ............ 3,645,000 3,738,276 Springfield Public Utility Revenue, FGIC Insured, 4.75%, 8/01/34 ................................. 5,000,000 4,842,050 Springfield School District No. R-12 GO, Missouri Direct Deposit Program, 5.85%, 3/01/20 ......... 1,500,000 1,555,815 St. Charles County Public Water Supply District No. 2, COP, Missouri Project, Series A, MBIA Insured, 5.25%, 12/01/28 ...................................................................... 1,000,000 884,270 St. Joseph IDA Special Obligation Revenue, Sewer System Improvements Project, 5.00%, 4/01/27 ..... 1,330,000 1,280,910 St. Louis Airport Revenue, Airport Development Program, Series A, MBIA Insured, Pre-Refunded, 5.25%, 7/01/31 .......... 18,835,000 20,533,164 Lambert, Refunding, Series B, FSA Insured, 5.00%, 7/01/25 .................................. 9,420,000 8,328,222 Lambert, St. Louis International Airport, Refunding, MBIA Insured, 5.50%, 7/01/29 .......... 8,320,000 7,527,187 St. Louis County IDA, MFHR, Lucas Hunt Village Project, GNMA Secured, 5.20%, 9/20/31 ................................... 1,095,000 1,054,189 South Summit Apartments, Refunding, Series A, GNMA Secured, 6.10%, 4/20/32 ................. 1,250,000 1,250,612 St. Louis County IDA Health Facilities Revenue, Mary Queen Healthcare, GNMA Secured, 5.375%, 9/20/31 ............................................................................... 3,310,000 3,076,612 St. Louis County IDAR, Bethesda Living Centers, Series B, 5.85%, 8/15/28 ......................... 1,500,000 1,063,320 St. Louis Municipal Finance Corp. Leasehold Revenue, Carnahan Courthouse, Series A, FGIC Insured, Pre-Refunded, 5.125%, 2/15/27 ................. 4,750,000 5,231,555 City Justice Center, Series A, AMBAC Insured, Pre-Refunded, 6.00%, 2/15/20 ................. 1,000,000 1,060,180 St. Louis Municipal Finance Corp. Recreation Sales Tax Leasehold Revenue, AMBAC Insured, 5.00%, 2/15/32 .................................................................................... 8,075,000 6,748,439 2/15/37 .................................................................................... 7,800,000 6,359,730 Taney County IDA Hospital Revenue, The Skaggs Community Hospital Assn., Refunding, 5.30%, 5/15/18 ............................................................................. 3,000,000 2,610,090 5.40%, 5/15/28 ............................................................................. 1,500,000 1,156,815 Taney County Reorganized School District GO, No. R-V Hollister, FSA Insured, Pre-Refunded, 5.00%, 3/01/20 ................................................................................ 1,300,000 1,459,536 University of Missouri Revenues, System Facilities, Refunding, Series B, 5.00%, 11/01/27 ......... 7,865,000 7,958,122 Annual Report | 125 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN MISSOURI TAX-FREE INCOME FUND AMOUNT VALUE - -------------------------------------- ----------- ------------ MUNICIPAL BONDS (CONTINUED) MISSOURI (CONTINUED) West Plains IDA Hospital Revenue, Ozarks Medical Center, Refunding, 5.50%, 11/15/12 ............................................................................... $ 810,000 $ 768,155 5.60%, 11/15/17 ............................................................................... 1,700,000 1,465,791 5.65%, 11/15/22 ............................................................................... 1,500,000 1,196,895 ------------ 666,581,290 ------------ U.S. TERRITORIES 11.4% PUERTO RICO 10.8% Children's Trust Fund Puerto Rico Tobacco Settlement Revenue, Pre-Refunded, 6.00%, 7/01/26 ....................................................................................... 2,785,000 2,955,581 Puerto Rico Commonwealth GO, Public Improvement, Series A, 5.375%, 7/01/28 ............................................................................... 1,975,000 1,726,367 5.125%, 7/01/31 ............................................................................... 5,000,000 4,065,050 Pre-Refunded, 5.375%, 7/01/28 ................................................................. 1,025,000 1,124,056 Puerto Rico Commonwealth Highway and Transportation Authority Highway Revenue, Series Y, Pre-Refunded, 5.50%, 7/01/36 .................................................................. 9,500,000 11,417,575 Puerto Rico Commonwealth Highway and Transportation Authority Transportation Revenue, Refunding, Series N, FGIC Insured, 5.25%, 7/01/39 ............................................. 4,970,000 4,090,260 Series D, Pre-Refunded, 5.375%, 7/01/36 ....................................................... 2,500,000 2,770,900 Puerto Rico Electric Power Authority Power Revenue, Refunding, Series UU, FSA Insured, 5.00%, 7/01/24 ............................................. 11,085,000 11,091,651 Series II, Pre-Refunded, 5.25%, 7/01/31 ....................................................... 10,000,000 11,258,000 Puerto Rico Industrial Tourist Educational Medical and Environmental Control Facilities Financing Authority Industrial Revenue, Guaynabo Municipal Government, 5.625%, 7/01/22 .................. 2,500,000 2,396,900 Puerto Rico PBA Guaranteed Revenue, Government Facilities, Refunding, Series D, 5.375%, 7/01/33 .......................................................... 2,150,000 1,817,288 Series D, Pre-Refunded, 5.375%, 7/01/33 ....................................................... 5,885,000 6,492,685 Series I, 5.00%, 7/01/36 ...................................................................... 14,450,000 11,363,914 Series I, Pre-Refunded, 5.375%, 7/01/34 ....................................................... 10,000,000 11,233,700 ------------ 83,803,927 ------------ VIRGIN ISLANDS 0.6% Virgin Islands PFAR, Virgin Islands Matching Fund Loan Notes, senior lien, Refunding, Series A, 5.40%, 10/01/12 ............................................................................... 2,500,000 2,499,875 5.50%, 10/01/22 ............................................................................... 2,500,000 2,071,075 ------------ 4,570,950 ------------ TOTAL U.S. TERRITORIES ........................................................................... 88,374,877 ------------ TOTAL MUNICIPAL BONDS BEFORE SHORT TERM INVESTMENTS (COST $788,800,899) .......................... 754,956,167 ------------ 126 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN MISSOURI TAX-FREE INCOME FUND AMOUNT VALUE - -------------------------------------- ----------- ------------ SHORT TERM INVESTMENTS 2.4% MUNICIPAL BONDS 2.4% MISSOURI 2.4% (b) Missouri Development Finance Board Cultural Facilities Revenue, The Nelson Gallery Foundation, Refunding, Series A, Daily VRDN and Put, 0.65%, 12/01/37 ...................................... $ 6,600,000 $ 6,600,000 (b) Missouri State Health and Educational Facilities Authority Educational Facilities Revenue, St. Louis University, Refunding, Series A-1, Daily VRDN and Put, 0.60%, 10/01/35 .............. 400,000 400,000 Washington University, Series B, Daily VRDN and Put, 0.45%, 2/15/33 ........................... 5,100,000 5,100,000 (b) Missouri State Health and Educational Facilities Authority Health Facilities Revenue, Sisters Mercy Health, Refunding, Series A, Daily VRDN and Put, 0.65%, 6/01/16 ......................... 6,150,000 6,150,000 ------------ TOTAL SHORT TERM INVESTMENTS (COST $18,250,000) .................................................. 18,250,000 ------------ TOTAL INVESTMENTS (COST $807,050,899) 99.7% ...................................................... 773,206,167 OTHER ASSETS, LESS LIABILITIES 0.3% .............................................................. 2,702,199 ------------ NET ASSETS 100.0% ................................................................................ $775,908,366 ============ See Abbreviations on page 170. (a) Security purchased on a when-issued basis. See Note 1(b). (b) Variable rate demand notes (VRDNs) are tax-exempt obligations which contain a floating or variable interest rate adjustment formula and an unconditional right of demand to receive payment of the principal balance plus accrued interest at specified dates. The coupon rate shown represents the rate at period end. The accompanying notes are an integral part of these financial statements. Annual Report | 127 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN NORTH CAROLINA TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ---------------------------------------------------- CLASS A 2009 2008(a) 2007 2006 2005 - ------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ................... $ 11.46 $ 12.38 $ 12.31 $ 12.37 $ 12.42 -------- -------- -------- -------- -------- Income from investment operations(b): Net investment income(c) .......................... 0.51 0.50 0.51 0.53 0.54 Net realized and unrealized gains (losses) ........ (0.11) (0.92) 0.08 (0.06) (0.05) -------- -------- -------- -------- -------- Total from investment operations ..................... 0.40 (0.42) 0.59 0.47 0.49 -------- -------- -------- -------- -------- Less distributions from net investment income ........ (0.49) (0.50) (0.52) (0.53) (0.54) -------- -------- -------- -------- -------- Redemption fees(d, e) ................................ -- -- -- -- -- -------- -------- -------- -------- -------- Net asset value, end of year ......................... $ 11.37 $ 11.46 $ 12.38 $ 12.31 $ 12.37 ======== ======== ======== ======== ======== Total return(f) ...................................... 3.60% (3.55)% 4.89% 3.86% 4.11% RATIOS TO AVERAGE NET ASSETS Expenses ............................................. 0.64% 0.65% 0.66% 0.66% 0.67% Net investment income ................................ 4.41% 4.11% 4.15% 4.27% 4.42% SUPPLEMENTAL DATA Net assets, end of year (000's) ...................... $742,759 $673,785 $626,783 $509,309 $428,204 Portfolio turnover rate .............................. 7.09% 12.03% 9.79% 5.01% 8.15% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Effective September 1, 2008, the redemption fee was eliminated. (e) Amount rounds to less than $0.01 per share. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. 128 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN NORTH CAROLINA TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, -------------------------------------------------- CLASS C 2009 2008(a) 2007 2006 2005 - ------- -------- -------- -------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ................... $ 11.58 $ 12.51 $ 12.44 $ 12.48 $ 12.54 -------- -------- -------- ------- ------- Income from investment operations(b): Net investment income(c) .......................... 0.45 0.44 0.45 0.46 0.47 Net realized and unrealized gains (losses) ........ (0.11) (0.94) 0.07 (0.04) (0.06) -------- -------- -------- ------- ------- Total from investment operations ..................... 0.34 (0.50) 0.52 0.42 0.41 -------- -------- -------- ------- ------- Less distributions from net investment income ........ (0.43) (0.43) (0.45) (0.46) (0.47) -------- -------- -------- ------- ------- Redemption fees(d, e) ................................ -- -- -- -- -- -------- -------- -------- ------- ------- Net asset value, end of year ......................... $ 11.49 $ 11.58 $ 12.51 $ 12.44 $ 12.48 ======== ======== ======== ======= ======= Total return(f) ...................................... 2.99% (4.13)% 4.26% 3.42% 3.41% RATIOS TO AVERAGE NET ASSETS Expenses ............................................. 1.19% 1.20% 1.21% 1.21% 1.22% Net investment income ................................ 3.86% 3.56% 3.60% 3.72% 3.87% SUPPLEMENTAL DATA Net assets, end of year (000's) ...................... $151,193 $123,593 $117,566 $99,649 $83,343 Portfolio turnover rate .............................. 7.09% 12.03% 9.79% 5.01% 8.15% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Effective September 1, 2008, the redemption fee was eliminated. (e) Amount rounds to less than $0.01 per share. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. Annual Report | 129 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 PRINCIPAL FRANKLIN NORTH CAROLINA TAX-FREE INCOME FUND AMOUNT VALUE - -------------------------------------------- ----------- ------------ MUNICIPAL BONDS 98.5% NORTH CAROLINA 85.8% Albemarle Hospital Authority Health Care Facilities Revenue, Refunding, 5.25%, 10/01/38 .......... $ 7,600,000 $ 5,380,040 Appalachian State University Revenue, Refunding, MBIA Insured, 5.00%, 7/15/30 .................... 2,000,000 1,936,120 Asheville Water System Revenue, FSA Insured, Pre-Refunded, 5.00%, 8/01/25 ..................................................... 1,000,000 1,089,930 MBIA Insured, 5.00%, 8/01/32 .................................................................. 2,110,000 2,089,786 Broad River Water Authority Water System Revenue, MBIA Insured, Pre-Refunded, 5.375%, 6/01/26 ....................................................................................... 1,000,000 1,064,100 Brunswick County Enterprise System Revenue, Series A, FSA Insured, 5.00%, 4/01/27 ....................................................................................... 1,500,000 1,523,430 4/01/28 ....................................................................................... 1,750,000 1,770,248 Buncombe County COP, MBIA Insured, 5.00%, 4/01/22 ................................................ 1,000,000 1,046,630 Buncombe County Metropolitan Sewer District Sewer System Revenue, FSA Insured, Pre-Refunded, 5.00%, 7/01/29 .................................................................. 5,000,000 5,123,350 Cape Fear Public Utility Authority Water and Sewer System Revenue, 5.00%, 8/01/35 ................ 15,000,000 14,977,500 Cary Combined Enterprise System Revenue, Refunding, Series 2007, 5.00%, 12/01/33 ................. 5,405,000 5,434,998 Centennial Authority Hotel Tax Revenue, Arena Project, FSA Insured, 5.125%, 9/01/19 .............. 5,115,000 5,107,583 Charlotte Airport Revenue, Charlotte Douglas International Airport, Refunding, Series A, AMBAC Insured, 5.00%, 7/01/32 .................................................................................... 21,680,000 20,167,386 Charlotte Douglas International Airport, Refunding, Series A, AMBAC Insured, 5.00%, 7/01/36 .................................................................................... 13,085,000 11,873,067 Series A, MBIA Insured, 5.00%, 7/01/29 ........................................................ 5,000,000 4,790,350 Series A, MBIA Insured, 5.00%, 7/01/34 ........................................................ 15,130,000 13,938,210 Series B, MBIA Insured, 6.00%, 7/01/24 ........................................................ 4,000,000 3,995,640 Series B, MBIA Insured, 6.00%, 7/01/28 ........................................................ 6,300,000 6,022,107 Charlotte COP, Convention Facility Project, Pre-Refunded, 5.625%, 12/01/25 ................................... 7,230,000 7,887,424 Governmental Facilities Projects, Series G, 5.00%, 6/01/28 .................................... 3,000,000 3,027,150 Refunding, 5.00%, 6/01/33 ..................................................................... 2,500,000 2,475,550 Transit Projects, Phase II, Series E, 5.00%, 6/01/35 .......................................... 6,000,000 5,904,720 Charlotte GO, Series C, 5.00%, 7/01/27 ........................................................... 2,010,000 2,047,426 Charlotte Storm Water Fee Revenue, 5.00%, 6/01/35 ................................................................................ 10,000,000 10,023,300 Refunding, 5.00%, 6/01/25 ..................................................................... 1,000,000 1,025,640 Charlotte Water and Sewer System Revenue, 5.125%, 6/01/26 ............................................................................... 6,000,000 6,133,320 5.00%, 7/01/38 ................................................................................ 6,775,000 6,829,810 Pre-Refunded, 5.25%, 6/01/25 .................................................................. 3,950,000 4,202,207 Charlotte-Mecklenburg Hospital Authority Health Care System Revenue, Carolinas HealthCare System, Refunding, Series A, 5.00%, 1/15/31 .............................. 3,865,000 3,710,864 Carolinas HealthCare System, Series A, FSA Insured, 5.00%, 1/15/23 ............................ 7,780,000 7,829,792 Carolinas HealthCare System, Series A, Pre-Refunded, 5.00%, 1/15/31 ........................... 1,135,000 1,223,144 Refunding, 5.00%, 1/15/39 ..................................................................... 15,000,000 13,923,000 Chatham County COP, AMBAC Insured, 5.00%, 6/01/34 ................................................ 5,000,000 4,745,500 Columbus County Industrial Facilities and PCFA, Solid Water Disposal Revenue, International Paper Co. Project, Refunding, Series A, 5.80%, 12/01/16 ....................................... 1,450,000 1,195,714 130 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN NORTH CAROLINA TAX-FREE INCOME FUND AMOUNT VALUE - -------------------------------------------- ----------- ------------ MUNICIPAL BONDS (CONTINUED) NORTH CAROLINA (CONTINUED) Cumberland County COP, Civic Center Project, Refunding, AMBAC Insured, 5.00%, 12/01/18 ...................................................................................... $ 3,000,000 $ 3,041,970 Cumberland County Finance Corp. Installment Payment Revenue, Detention Center and Mental Health, FSA Insured, Pre-Refunded, 5.625%, 6/01/24 ............................................ 5,000,000 5,487,800 Cumberland County Hospital Facilities Revenue, Cumberland County Hospital Systems Inc., Pre-Refunded, 5.25%, 10/01/29 ................................................................. 5,250,000 5,422,935 Dare County COP, AMBAC Insured, 5.125%, 6/01/21 ................................................................ 650,000 678,958 AMBAC Insured, 5.00%, 6/01/23 ................................................................. 3,000,000 3,075,840 AMBAC Insured, 5.00%, 6/01/29 ................................................................. 5,295,000 5,274,561 FGIC Insured, 5.00%, 6/01/23 .................................................................. 2,655,000 2,707,542 Durham County Enterprise System Revenue, MBIA Insured, 5.00%, 6/01/23 ............................ 1,670,000 1,717,378 Franklin County COP, AMBAC Insured, 5.00%, 6/01/25 ............................................... 1,250,000 1,262,838 Gastonia Combined Utilities System Revenue, FSA Insured, 5.00%, 5/01/25 ................................................................... 1,000,000 1,012,990 MBIA Insured, Pre-Refunded, 5.625%, 5/01/19 ................................................... 1,000,000 1,068,200 Greensboro Enterprise System Revenue, Series A, Pre-Refunded, 5.125%, 6/01/21 ....................................................................................... 390,000 427,545 6/01/22 ....................................................................................... 350,000 383,695 Greensboro HDC, Mortgage Revenue, Refunding, Series A, MBIA Insured, 6.70%, 1/01/24 .............. 1,290,000 1,293,148 Greenville Utilities Commission Combined Enterprise System Revenue, Refunding, Series A, FSA Insured, 5.00%, 11/01/33 .................................................................. 6,000,000 5,833,920 Halifax County Industrial Facilities and PCFA Revenue, Champion International Corp. Project, 5.45%, 11/01/33 ............................................................................... 4,000,000 2,377,080 Refunding, 6.45%, 11/01/29 .................................................................... 3,900,000 2,809,521 Harnett County COP, Assured Guaranty, 5.00%, 6/01/28 .............................................................. 1,000,000 998,700 Assured Guaranty, 5.00%, 6/01/29 .............................................................. 500,000 496,815 FSA Insured, 5.125%, 12/01/23 ................................................................. 1,000,000 1,040,200 Henderson County COP, Henderson County School Project, AMBAC Insured, 5.00%, 3/01/21 ............. 1,000,000 1,031,890 High Point Combined Enterprise System Revenue, FSA Insured, 5.00%, 11/01/31 ...................................................................................... 11,000,000 10,837,970 11/01/33 ...................................................................................... 5,000,000 4,916,150 Iredell County COP, Iredell County School Project, FSA Insured, 5.125%, 6/01/27 ............................................................................... 4,000,000 4,141,120 5.00%, 6/01/28 ................................................................................ 1,000,000 1,019,200 Johnston Memorial Hospital Authority Mortgage Revenue, FSA Insured, 5.25%, 10/01/36 .............. 7,000,000 6,412,770 Mecklenburg County COP, Series A, 5.00%, 2/01/28 ................................................. 350,000 353,801 Mecklenburg County GO, Public Improvement, Series B, 4.70%, 2/01/20 .............................. 3,000,000 3,106,200 Monroe COP, Assured Guaranty, 5.50%, 3/01/34 ....................................................................................... 2,425,000 2,415,203 3/01/39 ....................................................................................... 1,085,000 1,075,550 Nash Health Care System Health Care Facilities Revenue, FSA Insured, 5.00%, 11/01/30 ............. 2,250,000 2,160,698 New Hanover County COP, New Hanover County Projects, AMBAC Insured, 5.00%, 12/01/22 .............. 5,000,000 5,183,750 North Carolina Capital Facilities Finance Agency Educational Facilities Revenue, Johnson and Wales University Project, Series A, XLCA Insured, 5.00%, 4/01/33 .................. 3,000,000 2,634,150 Meredith College, AMBAC Insured, ETM, 4.875%, 6/01/24 ......................................... 1,000,000 1,009,410 Annual Report | 131 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN NORTH CAROLINA TAX-FREE INCOME FUND AMOUNT VALUE - -------------------------------------------- ----------- ------------ MUNICIPAL BONDS (CONTINUED) NORTH CAROLINA (CONTINUED) North Carolina Capital Facilities Finance Agency Revenue, Duke University Project, Refunding, Series A, 5.00%, 10/01/41 .......................................................... $10,000,000 $ 10,049,700 Refunding, Series B, 4.75%, 7/01/42 ........................................................... 10,000,000 9,260,600 Series A, 5.00%, 10/01/39 ..................................................................... 5,815,000 5,854,891 Series A, Pre-Refunded, 5.25%, 7/01/42 ........................................................ 10,000,000 11,304,200 North Carolina Eastern Municipal Power Agency Power System Revenue, Refunding, Series A, 6.50%, 1/01/18 ........................................................... 3,000,000 3,257,460 Refunding, Series A, 5.00%, 1/01/24 ........................................................... 10,000,000 8,523,000 Refunding, Series A, 5.75%, 1/01/26 ........................................................... 10,000,000 8,987,000 Refunding, Series A, AMBAC Insured, 5.00%, 1/01/21 ............................................ 11,555,000 11,133,936 Series C, 6.75%, 1/01/24 ...................................................................... 3,500,000 3,572,555 Series D, 6.75%, 1/01/26 ...................................................................... 5,000,000 5,005,300 North Carolina HFA, SFR, Series AA, 6.25%, 3/01/17 ............................................... 220,000 220,224 North Carolina HFAR, Home Ownership, Refunding, Series 12-C, 5.35%, 7/01/33 ........................................ 10,000,000 9,878,600 MF, Mortgage Loan Resolution, Refunding, Series H, 6.05%, 7/01/28 ............................. 1,015,000 1,017,040 MF, Refunding, Series A, AMBAC Insured, 5.90%, 7/01/20 ........................................ 1,125,000 1,115,831 MF, Refunding, Series J, 5.45%, 7/01/17 ....................................................... 260,000 261,732 Refunding, Series F, 6.70%, 1/01/27 ........................................................... 1,240,000 1,242,964 SF, Refunding, Series DD, 6.20%, 9/01/27 ...................................................... 620,000 645,749 SF, Series JJ, 6.45%, 9/01/27 ................................................................. 1,145,000 1,149,088 SFR, Series RR, 5.85%, 9/01/28 ................................................................ 1,215,000 1,222,035 North Carolina Infrastructure Finance Corp. COP, Capital Improvement, Series A, FSA Insured, 5.00%, 5/01/22 ................................................................................ 6,595,000 7,054,606 North Carolina Medical Care Commission Health Care Facilities Revenue, Refunding, FGIC Insured, 5.00%, 1/01/33 ....................................................... 12,805,000 9,805,429 Scotland Memorial Hospital Project, Radian Insured, 5.50%, 10/01/19 ........................... 630,000 587,336 Scotland Memorial Hospital Project, Radian Insured, 5.50%, 10/01/29 ........................... 1,220,000 1,008,147 University Health System, Refunding, Series D, 6.25%, 12/01/33 ................................ 10,000,000 10,426,200 WakeMed Project, AMBAC Insured, 5.00%, 10/01/32 ............................................... 4,205,000 3,225,529 WakeMed Project, Series A, Assured Guaranty, 5.625%, 10/01/29 ................................. 1,500,000 1,525,365 WakeMed Project, Series A, Assured Guaranty, 5.625%, 10/01/38 ................................. 6,000,000 6,029,580 WakeMed Project, Series A, Assured Guaranty, 5.875%, 10/01/38 ................................. 2,515,000 2,557,227 North Carolina Medical Care Commission Health System Revenue, Catholic Health East Project, Series C, AMBAC Insured, 5.00%, 11/15/18 ........................ 2,500,000 2,532,375 Mission Health Combination, Refunding, FSA Insured, 5.00%, 10/01/36 ........................... 5,000,000 4,721,450 North Carolina Medical Care Commission Hospital Revenue, Annie Penn Memorial Hospital Project, ETM, 5.25%, 1/01/12 ..................................... 1,050,000 1,119,573 Annie Penn Memorial Hospital Project, Pre-Refunded, 5.375%, 1/01/22 ........................... 1,920,000 2,162,342 Halifax Regional Medical Center Project, 5.00%, 8/15/24 ....................................... 1,800,000 1,341,414 Mission-St. Joseph's Health System Project, Refunding, MBIA Insured, 5.125%, 10/01/28 ................................................................................... 1,770,000 1,769,982 Northeast Medical Center, AMBAC Insured, Pre-Refunded, 5.50%, 11/01/30 ........................ 1,580,000 1,710,239 Rex Healthcare Project, AMBAC Insured, 5.00%, 6/01/17 ......................................... 2,780,000 2,798,265 Southeastern Regional Medical Center, 6.25%, 6/01/29 .......................................... 4,000,000 3,840,040 Southeastern Regional Medical Center, 5.375%, 6/01/32 ......................................... 3,500,000 2,893,765 Transylvania Community Hospital Inc. Project, Refunding, 5.75%, 10/01/19 ...................... 1,090,000 987,573 Wake County Hospital System Project, MBIA Insured, 5.375%, 10/01/26 ........................... 10,825,000 9,664,235 132 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN NORTH CAROLINA TAX-FREE INCOME FUND AMOUNT VALUE - -------------------------------------------- ----------- ----------- MUNICIPAL BONDS (CONTINUED) NORTH CAROLINA (CONTINUED) North Carolina Medical Care Commission Revenue, Betsy Johnson Project, FSA Insured, 5.125%, 10/01/32 ....................................... $ 4,500,000 $ 4,111,965 Chatham Hospital Project, MBIA Insured, 5.25%, 2/01/31 ..................................... 6,450,000 5,739,210 Morehead Memorial Hospital, FSA Insured, 5.00%, 11/01/26 ................................... 5,000,000 4,829,000 Novant Health Obligation Group, MBIA Insured, 5.00%, 11/01/39 .............................. 9,680,000 9,102,201 Rowan Regional Medical Center, FSA Insured, 5.00%, 9/01/33 ................................. 25,970,000 23,147,580 North Carolina Municipal Power Agency No. 1 Catawba Electric Revenue, Series A, MBIA Insured, 5.25%, 1/01/19 ............................................................................. 5,000,000 5,181,650 5.00%, 1/01/20 ............................................................................. 2,000,000 1,997,540 5.25%, 1/01/20 ............................................................................. 1,500,000 1,544,340 North Carolina State Capital Improvement Limited Obligation Revenue, Series A, 5.00%, 5/01/28 ....................................................................................... 5,000,000 5,125,250 North Carolina State COP, Western Carolina University Housing Project, AMBAC Insured, 5.00%, 6/01/33 ....................................................................................... 1,500,000 1,477,095 North Carolina State GO, Public Improvement, Series A, 4.50%, 3/01/26 ............................ 4,855,000 4,929,913 Northern Hospital District of Surry County Health Care Facilities Revenue, 6.00%, 10/01/28 ............................................................................ 1,000,000 841,860 6.25%, 10/01/38 ............................................................................ 2,000,000 1,655,580 Oak Island Enterprise System Revenue, Series A, MBIA Insured, 5.00%, 6/01/33 ..................... 5,000,000 4,676,300 Onslow County Hospital Authority FHA Insured Mortgage Revenue, Onslow Memorial Hospital Project, MBIA Insured, 5.00%, 4/01/31 .................................................................................... 6,120,000 5,564,671 10/01/34 ................................................................................... 6,000,000 5,362,980 Onslow Water and Sewer Authority Combined Enterprise System Revenue, Series A, MBIA Insured, 5.00%, 6/01/33 ....................................................................... 7,500,000 7,233,975 Pasquotank County COP, MBIA Insured, 5.00%, 6/01/25 .............................................. 1,400,000 1,423,772 Piedmont Triad Airport Authority Airport Revenue, Series A, FSA Insured, Pre-Refunded, 6.00%, 7/01/24 ....................................................................................... 5,745,000 5,905,343 Pitt County COP, School Facilities Project, Series A, FSA Insured, Pre-Refunded, 5.25%, 4/01/25 ........................................ 1,670,000 1,770,233 Series B, AMBAC Insured, 5.00%, 4/01/29 .................................................... 2,500,000 2,462,550 Series B, FSA Insured, Pre-Refunded, 5.50%, 4/01/25 ........................................ 1,000,000 1,062,690 Raleigh Combined Enterprise System Revenue, 5.00%, 3/01/31 ............................................................................. 10,360,000 10,460,078 Series A, 5.00%, 3/01/36 ................................................................... 6,000,000 6,045,720 Raleigh COP, Downtown Improvement Projects, Series A, 5.00%, 2/01/29 ............................. 6,070,000 6,119,106 Raleigh-Durham Airport Authority Airport Revenue, Series A, AMBAC Insured, 5.00%, 5/01/30 .............................................................. 14,060,000 13,440,235 FGIC Insured, 5.00%, 11/01/25 .............................................................. 6,480,000 6,505,855 FGIC Insured, 5.00%, 11/01/31 .............................................................. 8,000,000 7,604,080 Randolph County COP, FSA Insured, Pre-Refunded, 5.75%, 6/01/22 ................................... 5,500,000 5,624,960 Rockingham County COP, Assured Guaranty, 5.00%, 4/01/32 .......................................... 9,380,000 9,080,215 Union County COP, AMBAC Insured, 5.00%, 6/01/30 .................................................. 5,000,000 5,002,600 University of North Carolina at Ashville Revenue, General, Refunding, Series A, AMBAC Insured, 5.00%, 6/01/27 ................................................................................ 1,200,000 1,211,700 University of North Carolina at Charlotte Revenue, General, Series B, FSA Insured, 5.00%, 4/01/32 ....................................................................................... 5,000,000 5,013,000 Annual Report | 133 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN NORTH CAROLINA TAX-FREE INCOME FUND AMOUNT VALUE - -------------------------------------------- ----------- ----------- MUNICIPAL BONDS (CONTINUED) NORTH CAROLINA (CONTINUED) University of North Carolina at Wilmington COP, Student Housing Project, Assured Guaranty, 5.00%, 6/01/32 ........................................................... $ 5,000,000 $ 4,999,600 FGIC Insured, 5.00%, 6/01/26 ............................................................... 1,655,000 1,626,733 FGIC Insured, 5.00%, 6/01/27 ............................................................... 1,740,000 1,693,177 FGIC Insured, 5.00%, 6/01/29 ............................................................... 1,915,000 1,821,222 FGIC Insured, 5.00%, 6/01/37 ............................................................... 11,350,000 10,201,493 University of North Carolina Greensboro Revenue, Housing and Dining System, Series G, MBIA Insured, Pre-Refunded, 6.00%, 4/01/26 ............ 2,040,000 2,178,822 Series A, FSA Insured, 5.00%, 4/01/26 ...................................................... 4,940,000 5,024,227 University of North Carolina System Pool Revenue, AMBAC Insured, 5.00%, 4/01/29 .............................................................. 2,500,000 2,525,550 Series A, AMBAC Insured, 5.00%, 4/01/27 .................................................... 1,430,000 1,445,315 Series A, AMBAC Insured, Pre-Refunded, 5.00%, 4/01/27 ...................................... 670,000 750,326 Series A, Assured Guaranty, 5.00%, 10/01/33 ................................................ 5,000,000 4,923,300 Series A, MBIA Insured, 5.00%, 10/01/33 .................................................... 2,000,000 1,942,080 University of North Carolina at Chapel Hill Revenue, Board of Governors of the University of North Carolina, General, 5.00%, 12/01/28 ............................................................................ 1,000,000 1,020,640 Refunding, 5.00%, 12/01/31 ................................................................. 9,000,000 9,171,720 Refunding, Series A, 5.00%, 12/01/34 ....................................................... 11,460,000 11,596,374 Series A, 5.00%, 12/01/25 .................................................................. 4,000,000 4,064,960 Wake County Industrial Facilities and PCFA Revenue, Carolina Power and Light Co. Project, Refunding, 5.375%, 2/01/17 .................................................................... 8,000,000 8,238,880 Western Carolina University Research and Development Corp. COP, Western Carolina University Student Housing, Assured Guaranty, 5.00%, 6/01/39 ............................................. 5,000,000 4,885,250 Wilkes County COP, MBIA Insured, 5.00%, 6/01/31 ............................................................... 4,295,000 4,116,672 MBIA Insured, 5.00%, 6/01/36 ............................................................... 6,085,000 5,714,606 Public Improvements Project, FSA Insured, 5.375%, 12/01/20 ................................. 1,000,000 1,044,410 Wilmington COP, AMBAC Insured, 5.00%, 9/01/29 .............................................................. 1,000,000 1,008,590 Refunding, Series A, AMBAC Insured, 5.00%, 6/01/32 ......................................... 5,310,000 5,244,899 Series A, 5.00%, 6/01/33 ................................................................... 6,000,000 5,859,480 Series A, 5.00%, 6/01/38 ................................................................... 7,625,000 7,352,101 Wilmington Storm Water Fee Revenue, Refunding, AMBAC Insured, 5.00%, 6/01/28 .................................................................................... 700,000 705,117 6/01/33 .................................................................................... 1,000,000 971,200 Wilmington Water and Sewer System Revenue, Refunding, FSA Insured, 5.00%, 6/01/34 ................ 3,565,000 3,524,395 Wilson COP, Public Facilities Project, Assured Guaranty, 5.00%, 5/01/33 .......................... 3,000,000 2,874,030 Winston-Salem Water and Sewer System Revenue, (a) 5.00%, 6/01/3............................................................................... 5,000,000 5,043,500 Pre-Refunded, 5.125%, 6/01/20 .............................................................. 2,500,000 2,740,675 Refunding, Series A, 5.00%, 6/01/32 ........................................................ 7,590,000 7,671,137 ------------ 766,920,839 ------------ U.S. TERRITORIES 12.7% PUERTO RICO 12.4% Children's Trust Fund Puerto Rico Tobacco Settlement Revenue, Asset-Backed Bonds, Refunding, 5.50%, 5/15/39 ................................................................................ 7,000,000 4,753,700 134 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN NORTH CAROLINA TAX-FREE INCOME FUND AMOUNT VALUE - -------------------------------------------- ----------- ----------- MUNICIPAL BONDS (CONTINUED) U.S. TERRITORIES (CONTINUED) PUERTO RICO (CONTINUED) Puerto Rico Commonwealth Aqueduct and Sewer Authority Revenue, senior lien, Series A, 6.00%, 7/01/38 ................................................................................ $ 2,100,000 $ 1,912,974 Puerto Rico Commonwealth GO, Public Improvement, FSA Insured, Pre-Refunded, 5.125%, 7/01/30 ............................. 4,805,000 5,241,871 Public Improvement, Refunding, FSA Insured, 5.125%, 7/01/30 ................................ 3,445,000 3,304,547 Public Improvement, Refunding, Series A, 5.50%, 7/01/32 .................................... 5,000,000 4,330,650 Public Improvement, Series A, 5.375%, 7/01/28 .............................................. 4,925,000 4,304,992 Public Improvement, Series A, 5.125%, 7/01/31 .............................................. 3,265,000 2,654,478 Public Improvement, Series A, Pre-Refunded, 5.375%, 7/01/28 ................................ 2,405,000 2,637,419 Public Improvement, Series A, Pre-Refunded, 5.125%, 7/01/31 ................................ 1,000,000 1,090,920 Series A, 5.00%, 7/01/26 ................................................................... 8,050,000 6,773,350 Series A, 5.25%, 7/01/37 ................................................................... 5,000,000 4,077,300 Puerto Rico Commonwealth Highway and Transportation Authority Transportation Revenue, Refunding, Series A, MBIA Insured, 5.00%, 7/01/38 .......................................... 85,000 67,849 Refunding, Series D, FSA Insured, 5.00%, 7/01/32 ........................................... 3,060,000 2,925,850 Refunding, Series H, 5.00%, 7/01/35 ........................................................ 1,490,000 1,166,074 Series D, Pre-Refunded, 5.375%, 7/01/36 .................................................... 5,000,000 5,541,800 Series D, Pre-Refunded, 5.25%, 7/01/38 ..................................................... 3,000,000 3,313,080 Series H, Pre-Refunded, 5.00%, 7/01/35 ..................................................... 2,790,000 3,166,036 Puerto Rico Convention Center District Authority Hotel Occupancy Tax Revenue, Series A, AMBAC Insured, 5.00%, 7/01/31 ................................................................. 8,000,000 6,493,040 Puerto Rico Electric Power Authority Power Revenue, Series NN, MBIA Insured, Pre-Refunded, 5.00%, 7/01/32 ...................................... 5,000,000 5,673,900 Series RR, FGIC Insured, Pre-Refunded, 5.00%, 7/01/35 ...................................... 3,000,000 3,466,530 Series RR, XLCA Insured, Pre-Refunded, 5.00%, 7/01/30 ...................................... 1,000,000 1,155,510 Series TT, 5.00%, 7/01/32 .................................................................. 10,100,000 8,431,480 Series WW, 5.50%, 7/01/38 .................................................................. 6,700,000 5,918,110 Puerto Rico PBA Guaranteed Revenue, Government Facilities, Refunding, Series D, 5.375%, 7/01/33 ....................................................... 1,790,000 1,512,997 Refunding, Series N, 5.00%, 7/01/32 ........................................................ 10,000,000 8,012,800 Series D, Pre-Refunded, 5.375%, 7/01/33 .................................................... 5,210,000 5,747,985 Series I, 5.00%, 7/01/36 ................................................................... 2,405,000 1,891,364 Puerto Rico Public Finance Corp. Revenue, Commonwealth Appropriation, Series E, Pre-Refunded, 5.70%, 8/01/25 .................................................................. 5,000,000 5,211,000 ------------ 110,777,606 ------------ VIRGIN ISLANDS 0.3% Virgin Islands PFAR, Virgin Islands Matching Fund Loan Notes, senior lien, Refunding, Series A, 5.50%, 10/01/18 ............................................................................ 2,000,000 1,760,720 5.625%, 10/01/25 ........................................................................... 1,575,000 1,285,924 ------------ 3,046,644 ------------ TOTAL U.S. TERRITORIES ........................................................................... 113,824,250 ------------ TOTAL MUNICIPAL BONDS BEFORE SHORT TERM INVESTMENTS (COST $921,995,201) .......................... 880,745,089 ------------ Annual Report | 135 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN NORTH CAROLINA TAX-FREE INCOME FUND AMOUNT VALUE - -------------------------------------------- ----------- ----------- SHORT TERM INVESTMENTS 0.2% MUNICIPAL BONDS 0.2% NORTH CAROLINA 0.2% (b) North Carolina Medical Care Commission Health Care Facilities Revenue, Cleveland County Health, Daily VRDN and Put, 0.60%, 1/01/33 ................................... $ 1,300,000 $ 1,300,000 Wake Forest University, Refunding, Series D, Daily VRDN and Put, 0.60%, 7/01/34 ............... 700,000 700,000 ------------ TOTAL SHORT TERM INVESTMENTS (COST $2,000,000) ................................................... 2,000,000 ------------ TOTAL INVESTMENTS (COST $923,995,201) 98.7% ...................................................... 882,745,089 OTHER ASSETS, LESS LIABILITIES 1.3% .............................................................. 11,206,078 ------------ NET ASSETS 100.0% ................................................................................ $893,951,167 ============ See Abbreviations on page 170. (a) Security purchased on a when-issued basis. See Note 1(b). (b) Variable rate demand notes (VRDNs) are tax-exempt obligations which contain a floating or variable interest rate adjustment formula and an unconditional right of demand to receive payment of the principal balance plus accrued interest at specified dates. The coupon rate shown represents the rate at period end. The accompanying notes are an integral part of these financial statements. 136 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN VIRGINIA TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ----------------------------------------------------- 2009 2008(a) 2007 2006 2005 -------- -------- -------- -------- -------- CLASS A PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ................. $ 11.12 $ 11.85 $ 11.85 $ 11.91 $ 11.94 -------- -------- -------- -------- -------- Income from investment operations(b): Net investment income(c) ........................ 0.49 0.49 0.50 0.51 0.52 Net realized and unrealized gains (losses) ...... (0.18) (0.73) --(d) (0.06) (0.04) -------- -------- -------- -------- -------- Total from investment operations ................... 0.31 (0.24) 0.50 0.45 0.48 -------- -------- -------- -------- -------- Less distributions from net investment income ...... (0.48) (0.49) (0.50) (0.51) (0.51) -------- -------- -------- -------- -------- Redemption fees (d,e) .............................. -- -- -- -- -- -------- -------- -------- -------- -------- Net asset value, end of year ....................... $ 10.95 $ 11.12 $ 11.85 $ 11.85 $ 11.91 ======== ======== ======== ======== ======== Total return(f) .................................... 2.80% (2.13)% 4.37% 3.88% 4.18% RATIOS TO AVERAGE NET ASSETS Expenses ........................................... 0.66% 0.66% 0.66% 0.67% 0.67% Net investment income .............................. 4.42% 4.18% 4.25% 4.27% 4.42% SUPPLEMENTAL DATA Net assets, end of year (000's) .................... $547,261 $494,276 $493,441 $473,956 $438,871 Portfolio turnover rate ............................ 8.75% 18.28% 8.51% 5.80% 5.85% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. Annual Report | 137 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN VIRGINIA TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ----------------------------------------------- 2009 2008(a) 2007 2006 2005 ------- ------- ------- ------- ------- CLASS C PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ................. $ 11.24 $ 11.97 $ 11.96 $ 12.02 $ 12.04 ------- ------- ------- ------- ------- Income from investment operations(b): Net investment income(c) ........................ 0.43 0.43 0.44 0.45 0.46 Net realized and unrealized gains (losses) ...... (0.18) (0.74) 0.01 (0.06) (0.03) ------- ------- ------- ------- ------- Total from investment operations ................... 0.25 (0.31) 0.45 0.39 0.43 ------- ------- ------- ------- ------- Less distributions from net investment income ...... (0.41) (0.42) (0.44) (0.45) (0.45) ------- ------- ------- ------- ------- Redemption fees(d,e) ............................... -- -- -- -- -- ------- ------- ------- ------- ------- Net asset value, end of year ....................... $ 11.08 $ 11.24 $ 11.97 $ 11.96 $ 12.02 ======= ======= ======= ======= ======= Total return(f) .................................... 2.30% (2.65)% 3.84% 3.27% 3.66% RATIOS TO AVERAGE NET ASSETS Expenses ........................................... 1.21% 1.21% 1.20% 1.22% 1.22% Net investment income .............................. 3.87% 3.63% 3.71% 3.72% 3.87% SUPPLEMENTAL DATA Net assets, end of year (000's) .................... $73,493 $60,372 $56,793 $51,461 $43,661 Portfolio turnover rate ............................ 8.75% 18.28% 8.51% 5.80% 5.85% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Effective September 1, 2008, the redemption fee was eliminated. (e) Amount rounds to less than $0.01 per share. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. 138 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 PRINCIPAL FRANKLIN VIRGINIA TAX-FREE INCOME FUND AMOUNT VALUE - -------------------------------------- ----------- ------------ MUNICIPAL BONDS 97.1% VIRGINIA 79.1% Abingdon IDA Hospital Facilities Revenue, Johnston Memorial Hospital, Refunding, 5.375%, 7/01/28 ....................................................................................... $ 5,000,000 $ 4,274,750 (a) Bedford County IDA, IDR, Nekoosa Packaging Corp. Project, Refunding, 6.30%, 12/01/25 ............................................................................... 2,000,000 1,230,220 Series A, 6.55%, 12/01/25 ..................................................................... 5,000,000 3,167,250 Bristol Utility System Revenue, ETM, 5.00%, 7/15/21 .............................................. 1,245,000 1,373,148 Capital Region Airport Commission Airport Revenue, FSA Insured, 5.00%, 7/01/31 ....................................................................................... 2,000,000 1,968,140 7/01/38 ....................................................................................... 5,895,000 5,692,389 Caroline County IDA Lease Revenue, AMBAC Insured, 5.125%, 6/15/34 ................................ 1,000,000 999,220 Charlotte County IDA, Hospital Revenue, Halifax Regional Hospital Inc., 5.00%, 9/01/37 ........... 2,500,000 1,890,925 Chesapeake Toll Road Revenue, Expressway, Series A, 5.625%, 7/15/19 ....................................................................................... 2,845,000 2,667,273 7/15/32 ....................................................................................... 8,000,000 6,576,640 Dinwiddie County IDA Lease Revenue, Refunding, Series B, MBIA Insured, 5.00%, 2/15/30 ............ 1,410,000 1,402,710 Fairfax County EDA Revenue, National Wildlife Federation, MBIA Insured, 5.375%, 9/01/29 .......... 8,000,000 8,047,120 Fairfax County IDAR, Health Care, Inova Health System Project, Refunding, Series A, 5.00%, 8/15/18 ....................................................................................... 2,100,000 2,103,948 8/15/25 ....................................................................................... 5,000,000 4,810,000 Fairfax County Redevelopment and Housing Authority MFHR, Paul Spring Center, Refunding, Series A, FHA Insured, 5.90%, 6/15/17 ................................................................................ 880,000 883,502 6.00%, 12/15/28 ............................................................................... 1,000,000 1,003,100 Fairfax County Water Authority Water Revenue, Pre-Refunded, 5.00%, 4/01/27 .................................................................. 2,830,000 3,131,961 Refunding, 5.00%, 4/01/27 ..................................................................... 11,420,000 11,608,087 Front Royal and Warren County IDA Lease Revenue, School and Capital Improvement, Series B, FSA Insured, 5.00%, 4/01/29 ....................................................................................... 5,115,000 5,126,151 4/01/35 ....................................................................................... 6,000,000 5,846,220 Gloucester County IDA Lease Revenue, Courthouse Project, MBIA Insured, Pre-Refunded, 5.50%, 11/01/30 ............................................................................... 1,715,000 1,860,844 Greater Richmond Convention Center Authority Hotel Tax Revenue, Convention Center Expansion Project, Pre-Refunded, 6.125%, 6/15/29 ............................ 8,000,000 8,607,840 Convention Center Expansion Project, Pre-Refunded, 6.25%, 6/15/32 ............................. 8,175,000 8,809,053 Refunding, MBIA Insured, 5.00%, 6/15/30 ....................................................... 17,555,000 16,799,959 Hampton Convention Center Revenue, Refunding, AMBAC Insured, 5.25%, 1/15/23 ................................................................................ 3,000,000 3,061,740 5.125%, 1/15/28 ............................................................................... 2,605,000 2,584,629 5.00%, 1/15/35 ................................................................................ 8,600,000 7,942,100 Hampton Roads Regional Jail Authority Jail Facilities Revenue, Series A, MBIA Insured, 5.00%, 7/01/28 ....................................................................................... 10,000,000 8,540,900 Hampton Roads Sanitation District Wastewater Revenue, Hampton Roads, 5.00%, 4/01/33 ................................................................................ 10,000,000 10,057,600 Refunding, 5.00%, 4/01/38 ..................................................................... 22,400,000 22,415,232 Harrisonburg GO, FSA Insured, 5.75%, 12/01/29 .................................................... 1,000,000 1,056,810 Harrisonburg IDAR, Hospital Facilities, Rockingham Memorial Hospital, AMBAC Insured, 5.00%, 8/15/42 ....................................................................................... 8,595,000 6,339,672 8/15/46 ....................................................................................... 15,000,000 10,992,900 Annual Report | 139 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN VIRGINIA TAX-FREE INCOME FUND AMOUNT VALUE - -------------------------------------- ----------- ------------ MUNICIPAL BONDS (CONTINUED) VIRGINIA (CONTINUED) Isle Wight County IDA Environmental Improvement Revenue, International Paper Co. Project, Series A, 6.60%, 5/01/24 ...................................................................... $ 2,000,000 $ 1,542,640 Isle Wight County IDAR, International Paper Co. Project, Series A, 5.85%, 1/01/18 ................ 4,155,000 3,599,019 King George County IDA Lease Revenue, FSA Insured, 5.00%, 3/01/32 ................................ 3,595,000 3,551,429 Loudoun County IDA Hospital Revenue, Loudoun Hospital Center, Series A, Pre-Refunded, 6.10%, 6/01/32 ................................................................................ 1,500,000 1,709,175 Loudoun County Sanitation Authority Water and Sewer Revenue, 5.00%, 1/01/33 ...................... 15,060,000 15,119,336 Louisa IDA, PCR, Virginia Electric and Power Co. Project, Mandatory Put 12/01/11, Series C, 5.00%, 11/01/35 ............................................................................... 5,000,000 5,076,350 Manassas Park GO, Series A, CIFG Insured, 5.00%, 4/01/29 ......................................... 5,545,000 5,461,936 Middle River Regional Jail Authority Jail Facility Revenue, MBIA Insured, 5.00%, 5/15/28 ................................................................................ 1,000,000 1,002,570 Middlesex County IDA Lease Revenue, School Facilities Project, MBIA Insured, Pre-Refunded, 5.875%, 8/01/21 ............................................................................ 1,420,000 1,479,001 6.10%, 8/01/26 ............................................................................. 1,725,000 1,798,261 Montgomery County IDA Lease Revenue, Series B, AMBAC Insured, Pre-Refunded, 5.50%, 1/15/22 ....................................................................................... 1,000,000 1,085,870 Montgomery County IDA Public Facilities Lease Revenue, Public Projects, 5.00%, 2/01/29 ........... 6,500,000 5,832,450 Newport News EDA, EDR, Series A, 5.00%, 1/15/31 .................................................. 5,870,000 5,893,304 Newport News IDA Mortgage Revenue, Mennowood Communities Inc., Series A, GNMA Secured, 6.25%, 8/01/36 ................................................................................ 2,950,000 2,956,814 Newport News Water Revenue, FSA Insured, 5.00%, 6/01/37 .......................................... 1,345,000 1,349,398 Norfolk Airport Authority Revenue, Series B, FGIC Insured, 5.125%, 7/01/31 ....................... 1,440,000 1,203,322 Norfolk Water Revenue, MBIA Insured, 5.90%, 11/01/25 ............................................. 5,000,000 5,002,150 Northwestern Regional Jail Authority Jail Facilities Revenue, MBIA Insured, 5.00%, 7/01/33 ................................................................................ 2,600,000 2,311,400 Orange County IDAR, Public Facility, Orange County Project, AMBAC Insured, Pre-Refunded, 5.00%, 2/01/34 ................................................................................ 1,000,000 1,107,590 Patrick County EDA Lease Revenue, School Projects, Assured Guaranty, 5.25%, 3/01/39 .............. 6,435,000 6,073,932 Peninsula Ports Authority Hospital Facilities Revenue, Whittaker Memorial Hospital Project, Refunding, FHA Insured, 8.70%, 8/01/23 ........................................................ 50,000 52,393 Pittsylvania County GO, Series B, 5.75%, 2/01/30 ................................................. 5,800,000 6,026,026 Powhatan Co. EDA Lease Revenue, Virginia Capital Projects, AMBAC Insured, 5.25%, 7/15/33 ....................................................................................... 1,000,000 1,004,570 Prince William County IDA, MFHR, Remington Place Apartments Project, Series A-1, AMBAC Insured, 6.00%, 12/01/33 ...................................................................... 2,080,000 1,955,782 Prince William County Service Authority Water and Sewer System Revenue, FGIC Insured, Pre-Refunded, 5.50%, 7/01/29 .................................................... 5,000,000 5,131,450 Refunding, 5.00%, 7/01/32 ..................................................................... 1,750,000 1,760,238 Richmond GO, FGIC Insured, 5.00%, 7/15/19 ........................................................ 3,690,000 3,839,814 Richmond IDA Student Housing Revenue, University Real Estate Foundation, 5.55%, 1/01/31 ....................................................................................... 4,400,000 4,328,588 Richmond Public Facilities COP, 800 Megahertz Project, Series A, AMBAC Insured, 5.00%, 8/01/22 ....................................................................................... 2,000,000 2,035,760 Richmond Public Utility Revenue, FSA Insured, 5.00%, 1/15/35 ................................................................................ 3,500,000 3,484,670 Pre-Refunded, 5.00%, 1/15/33 .................................................................. 8,500,000 9,345,835 Riverside Regional Jail Authority Jail Facility Revenue, MBIA Insured, 5.00%, 7/01/28 ....................................................................................... 7,000,000 7,004,200 7/01/32 ....................................................................................... 22,000,000 21,149,040 140 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN VIRGINIA TAX-FREE INCOME FUND AMOUNT VALUE - -------------------------------------- ----------- ------------ MUNICIPAL BONDS (CONTINUED) VIRGINIA (CONTINUED) Roanoke County EDA Lease Revenue, Public Facility Projects, Assured Guaranty, 5.125%, 10/15/37 ...................................................................................... $10,000,000 $ 9,903,100 Stafford County and Staunton IDAR, Virginia Municipal League Assn. Counties Program, Series A, MBIA Insured, 5.25%, 8/01/31 ........................................................ 5,000,000 5,051,700 Series C, MBIA Insured, 5.00%, 8/01/35 ........................................................ 7,735,000 7,470,772 XLCA Insured, 5.00%, 8/01/37 .................................................................. 3,985,000 3,732,630 Stafford County EDA Hospital Facilities Revenue, Medicorp Health System Obligation, 5.25%, 6/15/37 ....................................................................................... 5,000,000 4,117,550 University of Virginia Revenue, General, 5.00%, 6/01/37 ....................................................................... 8,935,000 9,015,326 Series B, 5.00%, 6/01/33 ...................................................................... 14,000,000 14,094,640 Virginia Beach Development Authority Public Facility Revenue, 5.00%, 7/15/27 ..................... 5,635,000 5,781,848 Virginia Beach Water and Sewer Revenue, Pre-Refunded, 5.25%, 8/01/21 ............................. 1,865,000 1,979,082 Virginia College Building Authority Educational Facilities Revenue, 21st Century College Program, Pre-Refunded, 5.00%, 2/01/21 .................................... 1,000,000 1,049,550 Hampton University Project, Pre-Refunded, 6.00%, 4/01/20 ...................................... 1,500,000 1,601,220 Public Higher Education Financing Program, Series A, 5.00%, 9/01/33 ........................... 4,010,000 4,049,218 Regent University Project, MBIA Insured, Pre-Refunded, 5.125%, 10/01/21 ....................... 5,000,000 5,489,400 Regent University Project, MBIA Insured, Pre-Refunded, 5.125%, 10/01/31 ....................... 4,050,000 4,446,414 Virginia Commonwealth Transportation Board Transportation Revenue, Northern Virginia Transportation Program, Refunding, Series A, 5.00%, 5/15/27 ................. 8,920,000 9,058,795 U.S. Route 58 Corridor Development Program, Series B, Pre-Refunded, 5.00%, 5/15/24 ............ 2,000,000 2,162,020 U.S. Route 58 Corridor Development Program, Series B, Pre-Refunded, 5.00%, 5/15/26 ............ 10,000,000 10,810,100 Virginia Port Authority Port Facility Revenue, MBIA Insured, 4.75%, 7/01/28 ...................... 1,500,000 1,400,100 Virginia State HDA, Commonwealth Mortgage Revenue, Series E, 6.375%, 1/01/36 ...................................... 10,000,000 10,402,100 MFHR, Series C, 5.30%, 11/01/16 ............................................................... 1,000,000 1,007,340 MFHR, Series H, 5.55%, 5/01/15 ................................................................ 1,000,000 1,012,880 Virginia State HDA Rental Housing Revenue, Series J, 5.80%, 2/01/19 ...................................................................... 2,000,000 2,012,880 Series L, 5.75%, 2/01/15 ...................................................................... 1,000,000 1,010,420 Virginia State Public School Authority GO, School Financing, Series A, 5.00%, 8/01/20 ...................................................................... 3,000,000 3,138,360 Series A, 5.00%, 8/01/21 ...................................................................... 4,000,000 4,162,760 Series C, 5.00%, 8/01/22 ...................................................................... 2,000,000 2,071,060 Series C, 5.00%, 8/01/26 ...................................................................... 10,925,000 11,176,166 Virginia State Public School Authority Special Obligation Fluvanna County Revenue, School Financing, 6.00%, 12/01/32 .................................................................... 5,000,000 5,286,550 Virginia State Resources Authority Airports Revenue, Revolving Fund, Series A, 5.00%, 8/01/27 ....................................................................................... 3,000,000 2,989,140 Virginia State Resources Authority Infrastructure Revenue, Senior Series A, 5.00%, 11/01/31 .............................................................. 5,000,000 5,085,600 Senior Series A, 5.00%, 11/01/36 .............................................................. 4,915,000 4,955,106 Virginia Pooled Financing Program, Senior Series, 5.00%, 11/01/33 ............................. 5,000,000 5,036,850 Virginia Pooled Financing Program, Senior Series A, 5.00%, 11/01/38 ........................... 1,600,000 1,613,312 Virginia Pooled Financing Program, Senior Series B, 5.00%, 11/01/32 ........................... 2,505,000 2,541,773 Virginia State Resources Authority Water and Sewer System Revenue, Tuckahoe Service District Project, 5.00%, 11/01/35 ...................................................................... 1,150,000 1,152,174 Annual Report | 141 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN VIRGINIA TAX-FREE INCOME FUND AMOUNT VALUE - -------------------------------------- ----------- ------------ MUNICIPAL BONDS (CONTINUED) VIRGINIA (CONTINUED) York County Sewer Revenue, Pre-Refunded, 5.875%, 6/01/24 ....................................................................................... $ 500,000 $ 511,445 6/01/29 ....................................................................................... 1,500,000 1,534,335 ------------ 491,060,062 ------------ DISTRICT OF COLUMBIA 3.5% Metropolitan Washington D.C. Airports Authority Airport System Revenue, Refunding, Series A, FGIC Insured, 5.00%, 10/01/25 ............................................ 1,000,000 920,440 Refunding, Series A, FSA Insured, 5.00%, 10/01/32 ............................................. 10,000,000 8,554,600 Series B, FGIC Insured, Pre-Refunded, 5.25%, 10/01/32 ......................................... 6,655,000 7,522,945 Metropolitan Washington D.C. Airports Authority General Airport Revenue, Refunding, Series A, FGIC Insured, 5.00%, 10/01/27 ................................................................. 5,000,000 4,491,650 ------------ 21,489,635 ------------ U.S. TERRITORIES 14.5% PUERTO RICO 14.0% Puerto Rico Commonwealth Aqueduct and Sewer Authority Revenue, senior lien, Series A, 6.00%, 7/01/38 ................................................................................ 1,100,000 1,002,034 Assured Guaranty, 5.00%, 7/01/28 .............................................................. 7,000,000 6,780,340 Puerto Rico Commonwealth GO, Public Improvement, Series A, 5.125%, 7/01/28 ............................................................................... 5,000,000 4,213,900 5.00%, 7/01/29 ................................................................................ 8,000,000 6,616,960 5.125%, 7/01/31 ............................................................................... 3,315,000 2,695,128 5.00%, 7/01/33 ................................................................................ 900,000 702,000 6.00%, 7/01/38 ................................................................................ 5,000,000 4,572,400 Pre-Refunded, 5.125%, 7/01/31 ................................................................. 1,685,000 1,838,200 Pre-Refunded, 5.00%, 7/01/33 .................................................................. 1,100,000 1,245,805 Puerto Rico Commonwealth Highway and Transportation Authority Highway Revenue, Series Y, Pre-Refunded, 5.50%, 7/01/36 .................................................................. 4,500,000 5,408,325 Puerto Rico Commonwealth Highway and Transportation Authority Transportation Revenue, Series D, Pre-Refunded, 5.375%, 7/01/36 ....................................................... 5,000,000 5,541,800 Series D, Pre-Refunded, 5.25%, 7/01/38 ........................................................ 3,000,000 3,313,080 Series G, 5.00%, 7/01/33 ...................................................................... 1,695,000 1,341,440 Series G, Pre-Refunded, 5.00%, 7/01/33 ........................................................ 3,305,000 3,750,448 Puerto Rico Electric Power Authority Power Revenue, Series HH, FSA Insured, Pre-Refunded, 5.25%, 7/01/29 .......................................... 5,910,000 6,312,708 Series RR, FGIC Insured, Pre-Refunded, 5.00%, 7/01/35 ......................................... 3,000,000 3,466,530 Series RR, XLCA Insured, Pre-Refunded, 5.00%, 7/01/30 ......................................... 1,000,000 1,155,510 Series TT, 5.00%, 7/01/32 ..................................................................... 10,000,000 8,348,000 Series WW, 5.50%, 7/01/38 ..................................................................... 6,700,000 5,918,110 Puerto Rico Municipal Finance Agency Revenue, Series A, FSA Insured, 5.00%, 8/01/27 .............. 2,580,000 2,513,255 Puerto Rico PBA Guaranteed Revenue, Government Facilities, Refunding, Series D, 5.375%, 7/01/33 .......................................................... 1,315,000 1,111,504 Refunding, Series N, 5.00%, 7/01/32 ........................................................... 5,000,000 4,006,400 Series D, Pre-Refunded, 5.375%, 7/01/33 .......................................................... 3,685,000 4,065,513 Puerto Rico Public Finance Corp. Revenue, Commonwealth Appropriation, Series E, Pre-Refunded, 5.70%, 8/01/25 .................................................................. 1,000,000 1,042,200 ------------ 86,961,590 ------------ 142 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) PRINCIPAL FRANKLIN VIRGINIA TAX-FREE INCOME FUND AMOUNT VALUE - -------------------------------------- ----------- ------------ MUNICIPAL BONDS (CONTINUED) U.S. TERRITORIES (CONTINUED) VIRGIN ISLANDS 0.5% Virgin Islands PFAR, Virgin Islands Matching Fund Loan Notes, senior lien, Refunding, Series A, 5.50%, 10/01/15 ............................................................................... $ 1,500,000 $ 1,434,870 5.50%, 10/01/18 ............................................................................... 1,500,000 1,320,540 ------------ 2,755,410 ------------ TOTAL U.S. TERRITORIES ........................................................................... 89,717,000 ------------ TOTAL MUNICIPAL BONDS BEFORE SHORT TERM INVESTMENTS (COST $622,089,827) .......................... 602,266,697 ------------ SHORT TERM INVESTMENTS 1.8% MUNICIPAL BONDS 1.8% VIRGINIA 1.8% (b) Norfolk Redevelopment and Housing Authority Revenue, Old Dominion University Project, Refunding, Daily VRDN and Put, 0.60%, 8/01/31 ................................................. 2,200,000 2,200,000 (b) Virginia Small Business Financing Authority Hospital Revenue, Carilion Clinic Obligation, Series B, Daily VRDN and Put, 0.60%, 7/01/42 .................................................. 9,200,000 9,200,000 ------------ TOTAL SHORT TERM INVESTMENTS (COST $11,400,000) .................................................. 11,400,000 ------------ TOTAL INVESTMENTS (COST $633,489,827) 98.9% ...................................................... 613,666,697 OTHER ASSETS, LESS LIABILITIES 1.1% .............................................................. 7,087,190 ------------ NET ASSETS 100.0% ................................................................................ $620,753,887 ============ See Abbreviations on page 170. (a) The Internal Revenue Service has issued a preliminary adverse determination, ruling that the income generated by the bonds is taxable. The issuer of the bonds is contesting this determination and, until such time as this is finalized, the Fund will continue to recognize interest income earned on the bonds as tax-exempt. The Trust's management believes that the final outcome of this matter will not have a material adverse impact to the Fund and/or its shareholders. (b) Variable rate demand notes (VRDNs) are tax-exempt obligations which contain a floating or variable interest rate adjustment formula and an unconditional right of demand to receive payment of the principal balance plus accrued interest at specified dates. The coupon rate shown represents the rate at period end. The accompanying notes are an integral part of these financial statements. Annual Report | 143 Franklin Tax-Free Trust FINANCIAL STATEMENTS STATEMENTS OF ASSETS AND LIABILITIES February 28, 2009 FRANKLIN FRANKLIN FRANKLIN ALABAMA TAX-FREE FLORIDA TAX-FREE GEORGIA TAX-FREE INCOME FUND INCOME FUND INCOME FUND ----------------- ---------------- ---------------- Assets: Investments in securities: Cost ........................................................... $260,870,273 $1,312,717,173 $365,932,281 ------------ -------------- ------------ Value .......................................................... $249,792,085 $1,291,279,508 $357,075,377 Cash .............................................................. 6,907,334 4,011,236 14,375,820 Receivables: Capital shares sold ............................................ 483,454 717,219 2,275,773 Interest ....................................................... 4,001,095 20,556,651 4,279,543 Other assets ...................................................... 561 2,847 777 ------------ -------------- ------------ Total assets ................................................ 261,184,529 1,316,567,461 378,007,290 ------------ -------------- ------------ Liabilities: Payables: Investment securities purchased ................................ -- 9,824,800 -- Capital shares redeemed ........................................ 230,991 3,465,764 561,000 Affiliates ..................................................... 161,137 694,957 224,572 Distributions to shareholders .................................. 154,237 824,682 353,848 Accrued expenses and other liabilities ............................ 50,492 135,349 59,875 ------------ -------------- ------------ Total liabilities ........................................... 596,857 14,945,552 1,199,295 ------------ -------------- ------------ Net assets, at value ..................................... $260,587,672 $1,301,621,909 $376,807,995 ============ ============== ============ Net assets consist of: Paid-in capital ................................................... $279,636,790 $1,326,839,782 $390,817,991 Undistributed net investment income (distributions in excess of net investment income) ............................................. 26,501 419,331 (204,054) Net unrealized appreciation (depreciation) ........................ (11,078,188) (21,437,665) (8,856,904) Accumulated net realized gain (loss) .............................. (7,997,431) (4,199,539) (4,949,038) ------------ -------------- ------------ Net assets, at value ..................................... $260,587,672 $1,301,621,909 $376,807,995 ============ ============== ============ CLASS A: Net assets, at value .............................................. $218,936,653 $1,155,202,367 $308,086,934 ============ ============== ============ Shares outstanding ................................................ 20,673,547 105,954,263 27,417,991 ============ ============== ============ Net asset value per share(a) ...................................... $ 10.59 $ 10.90 $ 11.24 ============ ============== ============ Maximum offering price per share (net asset value per share / 95.75%) ................................................ $ 11.06 $ 11.38 $ 11.74 ============ ============== ============ CLASS B: Net assets, at value .............................................. -- $ 36,535,869 -- ============ ============== ============ Shares outstanding ................................................ -- 3,325,251 -- ============ ============== ============ Net asset value and maximum offering price per share(a) ........... -- $ 10.99 -- ============ ============== ============ CLASS C: Net assets, at value .............................................. $ 41,651,019 $ 109,883,673 $ 68,721,061 ============ ============== ============ Shares outstanding ................................................ 3,897,204 9,936,698 6,053,506 ============ ============== ============ Net asset value and maximum offering price per share(a) ........... $ 10.69 $ 11.06 $ 11.35 ============ ============== ============ (a) Redemption price is equal to net asset value less contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. 144 | Annual Report Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED) February 28, 2009 FRANKLIN FRANKLIN FRANKLIN KENTUCKY TAX-FREE LOUISIANA TAX-FREE MARYLAND TAX-FREE INCOME FUND INCOME FUND INCOME FUND ----------------- ------------------ ----------------- Assets: Investments in securities: Cost ........................................................... $ 166,826,746 $ 318,219,449 $ 568,956,769 ------------- ------------- ------------- Value .......................................................... $ 160,393,339 $ 297,812,257 $ 519,955,687 Cash .............................................................. 168,722 6,611,223 38,361 Receivables: Capital shares sold ............................................ 171,094 552,002 2,277,269 Interest ....................................................... 2,188,156 4,468,818 6,546,671 Other assets ...................................................... 346 638 1,089 ------------- ------------- ------------- Total assets ................................................ 162,921,657 309,444,938 528,819,077 ------------- ------------- ------------- Liabilities: Payables: Capital shares redeemed ........................................ 647,465 476,505 553,158 Affiliates ..................................................... 93,243 181,313 313,933 Distributions to shareholders .................................. 97,673 184,905 326,810 Accrued expenses and other liabilities ............................ 40,019 51,049 80,018 ------------- ------------- ------------- Total liabilities ........................................... 878,400 893,772 1,273,919 ------------- ------------- ------------- Net assets, at value ..................................... $ 162,043,257 $ 308,551,166 $ 527,545,158 ============= ============= ============= Net assets consist of: Paid-in capital ................................................... $ 171,017,834 $ 331,207,990 $ 577,995,806 Undistributed net investment income ............................... 51,607 13,691 123,235 Net unrealized appreciation (depreciation) ........................ (6,433,407) (20,407,192) (49,001,082) Accumulated net realized gain (loss) .............................. (2,592,777) (2,263,323) (1,572,801) ------------- ------------- ------------- Net assets, at value ..................................... $ 162,043,257 $ 308,551,166 $ 527,545,158 ============= ============= ============= CLASS A: Net assets, at value .............................................. $ 162,043,257 $ 266,905,091 $ 426,217,617 ============= ============= ============= Shares outstanding ................................................ 15,430,544 25,592,910 41,169,811 ============= ============= ============= Net asset value per share(a) ...................................... $ 10.50 $ 10.43 $ 10.35 ============= ============= ============= Maximum offering price per share (net asset value per share / 95.75%) ................................................ $ 10.97 $ 10.89 $ 10.81 ============= ============= ============= CLASS C: Net assets, at value .............................................. -- $ 41,646,075 $ 101,327,541 ============= ============= ============= Shares outstanding ................................................ -- 3,949,965 9,653,118 ============= ============= ============= Net asset value and maximum offering price per share(a) ........... -- $ 10.54 $ 10.50 ============= ============= ============= (a) Redemption price is equal to net asset value less contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. Annual Report | 145 Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED) February 28, 2009 FRANKLIN FRANKLIN NORTH CAROLINA FRANKLIN MISSOURI TAX-FREE TAX-FREE VIRGINIA TAX-FREE INCOME FUND INCOME FUND INCOME FUND ----------------- -------------- ----------------- Assets: Investments in securities: Cost ........................................................... $807,050,899 $923,995,201 $633,489,827 ------------ ------------ ------------ Value .......................................................... $773,206,167 $882,745,089 $613,666,697 Cash .............................................................. 1,982,420 2,241,308 109,875 Receivables: Capital shares sold ............................................ 1,878,010 4,063,090 1,498,909 Interest ....................................................... 10,504,217 12,360,646 7,340,628 Other assets ...................................................... 1,621 1,884 1,304 ------------ ------------ ------------ Total assets ................................................ 787,572,435 901,412,017 622,617,413 ------------ ------------ ------------ Liabilities: Payables: Investment securities purchased ................................ 10,006,700 5,079,750 -- Capital shares redeemed ........................................ 671,868 1,245,391 1,077,062 Affiliates ..................................................... 419,739 505,814 342,658 Distributions to shareholders .................................. 465,887 513,046 360,781 Accrued expenses and other liabilities ............................ 99,875 116,849 83,025 ------------ ------------ ------------ Total liabilities ........................................... 11,664,069 7,460,850 1,863,526 ------------ ------------ ------------ Net assets, at value ..................................... $775,908,366 $893,951,167 $620,753,887 ============ ============ ============ Net assets consist of: Paid-in capital ................................................ $813,730,282 $936,140,529 $645,278,962 Undistributed net investment income ............................ 283,444 634,531 362,867 Net unrealized appreciation (depreciation) ..................... (33,844,732) (41,250,112) (19,823,130) Accumulated net realized gain (loss) ........................... (4,260,628) (1,573,781) (5,064,812) ------------ ------------ ------------ Net assets, at value ..................................... $775,908,366 $893,951,167 $620,753,887 ============ ============ ============ CLASS A: Net assets, at value .............................................. $691,271,859 $742,758,604 $547,260,512 ============ ============ ============ Shares outstanding ................................................ 61,305,105 65,350,675 49,968,900 ============ ============ ============ Net asset value per share(a) ...................................... $ 11.28 $ 11.37 $ 10.95 ============ ============ ============ Maximum offering price per share (net asset value per share / 95.75%) ................................................ $ 11.78 $ 11.87 $ 11.44 ============ ============ ============ CLASS C: Net assets, at value .............................................. $ 84,636,507 $151,192,563 $ 73,493,375 ============ ============ ============ Shares outstanding ................................................ 7,455,160 13,153,176 6,634,982 ============ ============ ============ Net asset value and maximum offering price per share(a) ........... $ 11.35 $ 11.49 $ 11.08 ============ ============ ============ (a) Redemption price is equal to net asset value less contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. 146 | Annual Report Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF OPERATIONS for the year ended February 28, 2009 FRANKLIN FRANKLIN FRANKLIN ALABAMA FLORIDA GEORGIA TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND ----------- ------------ ----------- Investment income: Interest .............................................................. $13,948,294 $ 75,631,471 $17,467,411 ----------- ------------ ----------- Expenses: Management fees (Note 3a) ............................................. 1,472,307 6,535,076 1,827,480 Distribution fees: (Note 3c) Class A ............................................................ 230,933 1,244,804 287,252 Class B ............................................................ -- 276,554 -- Class C ............................................................ 267,910 755,888 395,273 Transfer agent fees (Note 3e) ............................................ 102,203 446,835 130,951 Custodian fees ........................................................... 4,087 21,058 5,186 Reports to shareholders .................................................. 19,708 71,042 23,984 Registration and filing fees ............................................. 12,305 25,508 11,418 Professional fees ........................................................ 25,980 34,977 27,305 Trustees' fees and expenses .............................................. 2,318 12,037 2,872 Other .................................................................... 32,555 95,705 37,508 ----------- ------------ ----------- Total expenses .................................................. 2,170,306 9,519,484 2,749,229 ----------- ------------ ----------- Net investment income ........................................ 11,777,988 66,111,987 14,718,182 ----------- ------------ ----------- Realized and unrealized gains (losses): Net realized gain (loss) from investments ............................. 299,533 (4,026,661) (2,921,597) Net change in unrealized appreciation (depreciation) on investments ... (7,801,350) (32,523,051) (2,999,770) ----------- ------------ ----------- Net realized and unrealized gain (loss) .................................. (7,501,817) (36,549,712) (5,921,367) ----------- ------------ ----------- Net increase (decrease) in net assets resulting from operations .......... $ 4,276,171 $ 29,562,275 $ 8,796,815 =========== ============ =========== The accompanying notes are an integral part of these financial statements. Annual Report | 147 Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF OPERATIONS (CONTINUED) for the year ended February 28, 2009 FRANKLIN FRANKLIN FRANKLIN KENTUCKY LOUISIANA MARYLAND TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND ----------- ------------ ------------ Investment income: Interest .............................................................. $ 8,204,146 $ 15,227,411 $ 27,568,716 ----------- ------------ ------------ Expenses: Management fees (Note 3a) ............................................. 922,272 1,583,630 2,626,535 Distribution fees: (Note 3c) Class A ............................................................ 158,594 254,359 429,302 Class C ............................................................ -- 261,654 631,361 Transfer agent fees (Note 3e) ............................................ 51,639 96,327 223,568 Custodian fees ........................................................... 2,432 4,435 8,123 Reports to shareholders .................................................. 12,346 19,504 37,388 Registration and filing fees ............................................. 4,341 22,856 17,371 Professional fees ........................................................ 24,431 27,223 29,853 Trustees' fees and expenses .............................................. 1,335 2,459 4,431 Other .................................................................... 26,107 33,453 43,606 ----------- ------------ ------------ Total expenses .................................................. 1,203,497 2,305,900 4,051,538 ----------- ------------ ------------ Net investment income ........................................ 7,000,649 12,921,511 23,517,178 ----------- ------------ ------------ Realized and unrealized gains (losses): Net realized gain (loss) from investments ............................. (488,253) (880,447) (1,514,070) Net change in unrealized appreciation (depreciation) on investments ... (1,155,679) (9,610,506) (23,977,575) ----------- ------------ ------------ Net realized and unrealized gain (loss) .................................. (1,643,932) (10,490,953) (25,491,645) ----------- ------------ ------------ Net increase (decrease) in net assets resulting from operations .......... $ 5,356,717 $ 2,430,558 $ (1,974,467) =========== ============ ============ The accompanying notes are an integral part of these financial statements. 148 | Annual Report Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF OPERATIONS (CONTINUED) for the year ended February 28, 2009 FRANKLIN FRANKLIN NORTH FRANKLIN MISSOURI CAROLINA VIRGINIA TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND ------------ ------------ ------------ Investment income: Interest .............................................................. $ 38,419,803 $ 44,198,606 $ 30,265,991 ------------ ------------ ------------ Expenses: Management fees (Note 3a) ............................................. 3,615,844 4,196,756 2,943,609 Distribution fees: (Note 3c) Class A ............................................................ 666,224 732,466 527,185 Class C ............................................................ 512,130 916,433 442,304 Transfer agent fees (Note 3e) ............................................ 304,536 322,628 232,987 Custodian fees ........................................................... 11,107 13,469 9,078 Reports to shareholders .................................................. 52,713 57,564 39,957 Registration and filing fees ............................................. 16,073 18,541 14,125 Professional fees ........................................................ 37,889 39,093 31,740 Trustees' fees and expenses .............................................. 6,233 7,299 4,988 Other .................................................................... 57,084 73,863 49,921 ------------ ------------ ------------ Total expenses .................................................. 5,279,833 6,378,112 4,295,894 ------------ ------------ ------------ Net investment income ........................................ 33,139,970 37,820,494 25,970,097 ------------ ------------ ------------ Realized and unrealized gains (losses): Net realized gain (loss) from investments ............................. 958,192 (448,003) (2,145,207) Net change in unrealized appreciation (depreciation) on investments ... (20,223,159) (13,672,900) (9,810,949) ------------ ------------ ------------ Net realized and unrealized gain (loss) .................................. (19,264,967) (14,120,903) (11,956,156) ------------ ------------ ------------ Net increase (decrease) in net assets resulting from operations .......... $ 13,875,003 $ 23,699,591 $ 14,013,941 ============ ============ ============ The accompanying notes are an integral part of these financial statements. Annual Report | 149 Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF CHANGES IN NET ASSETS FRANKLIN ALABAMA FRANKLIN FLORIDA TAX-FREE INCOME FUND TAX-FREE INCOME FUND --------------------------- ------------------------------- YEAR ENDED FEBRUARY 28, YEAR ENDED FEBRUARY 28, --------------------------- ------------------------------- 2009 2008(a) 2009 2008(a) ------------ ------------ -------------- -------------- Increase (decrease) in net assets: Operations: Net investment income ........................ $ 11,777,988 $ 11,347,904 $ 66,111,987 $ 70,172,266 Net realized gain (loss) from investments .... 299,533 21,482 (4,026,661) 3,783,922 Net change in unrealized appreciation (depreciation) on investments ............. (7,801,350) (16,821,918) (32,523,051) (102,073,955) ------------ ------------ -------------- -------------- Net increase (decrease) in net assets resulting from operations ........... 4,276,171 (5,452,532) 29,562,275 (28,117,767) ------------ ------------ -------------- -------------- Distributions to shareholders from: Net investment income: Class A ................................... (10,131,192) (9,880,146) (58,140,734) (63,008,195) Class B ................................... -- -- (1,747,446) (2,139,667) Class C ................................... (1,562,914) (1,380,574) (4,715,478) (4,973,672) Net realized gains: Class A ................................... -- -- (1,408,071) (3,179,974) Class B ................................... -- -- (49,356) (121,721) Class C ................................... -- -- (128,830) (285,792) ------------ ------------ -------------- -------------- Total distributions to shareholders ............. (11,694,106) (11,260,720) (66,189,915) (73,709,021) ------------ ------------ -------------- -------------- Capital share transactions: (Note 2) Class A ................................... (5,232,581) 523,212 (91,571,048) (106,873,626) Class B ................................... -- -- (10,140,310) (8,400,713) Class C ................................... 4,457,591 2,604,144 (2,898,320) (12,710,739) ------------ ------------ -------------- -------------- Total capital share transactions ................... (774,990) 3,127,356 (104,609,678) (127,985,078) ------------ ------------ -------------- -------------- Redemption fees .................................... 19 672 1,176 247 ------------ ------------ -------------- -------------- Net increase (decrease) in net assets .. (8,192,906) (13,585,224) (141,236,142) (229,811,619) Net assets: Beginning of year ............................... 268,780,578 282,365,802 1,442,858,051 1,672,669,670 ------------ ------------ -------------- -------------- End of year ..................................... $260,587,672 $268,780,578 $1,301,621,909 $1,442,858,051 ============ ============ ============== ============== Undistributed net investment income (distributions in excess of net investment income) included in net assets: End of year .................................. $ 26,501 $ (38,019) $ 419,331 $ (964,291) ============ ============ ============== ============== (a) For the year ended February 29. The accompanying notes are an integral part of these financial statements. 150 | Annual Report Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED) FRANKLIN GEORGIA FRANKLIN KENTUCKY TAX-FREE INCOME FUND TAX-FREE INCOME FUND --------------------------- --------------------------- YEAR ENDED FEBRUARY 28, YEAR ENDED FEBRUARY 28, --------------------------- --------------------------- 2009 2008(a) 2009 2008(a) ------------ ------------ ------------ ------------ Increase (decrease) in net assets: Operations: Net investment income ........................ $ 14,718,182 $ 11,586,230 $ 7,000,649 $ 6,234,071 Net realized gain (loss) from investments .... (2,921,597) (412,952) (488,253) (121,164) Net change in unrealized appreciation (depreciation) on investments ............. (2,999,770) (21,203,857) (1,155,679) (12,000,085) ------------ ------------ ------------ ------------ Net increase (decrease) in net assets resulting from operations ........... 8,796,815 (10,030,579) 5,356,717 (5,887,178) ------------ ------------ ------------ ------------ Distributions to shareholders from: Net investment income: Class A ................................... (12,579,994) (9,748,797) (6,911,504) (6,193,552) Class C ................................... (2,295,173) (1,844,814) -- -- ------------ ------------ ------------ ------------ Total distributions to shareholders ............. (14,875,167) (11,593,611) (6,911,504) (6,193,552) ------------ ------------ ------------ ------------ Capital share transactions: (Note 2) Class A ................................... 60,057,104 50,014,362 13,821,854 13,632,500 Class C ................................... 17,638,583 5,110,906 -- -- ------------ ------------ ------------ ------------ Total capital share transactions ................ 77,695,687 55,125,268 13,821,854 13,632,500 ------------ ------------ ------------ ------------ Redemption fees ................................. -- 3 -- 10 ------------ ------------ ------------ ------------ Net increase (decrease) in net assets .. 71,617,335 33,501,081 12,267,067 1,551,780 Net assets: Beginning of year ............................... 305,190,660 271,689,579 149,776,190 148,224,410 ------------ ------------ ------------ ------------ End of year ..................................... $376,807,995 $305,190,660 $162,043,257 $149,776,190 ============ ============ ============ ============ Undistributed net investment income (distributions in excess of net investment income) included in net assets: End of year .................................. $ (204,054) $ (48,762) $ 51,607 $ (37,134) ============ ============ ============ ============ (a) For the year ended February 29. The accompanying notes are an integral part of these financial statements. Annual Report | 151 Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED) FRANKLIN LOUISIANA FRANKLIN MARYLAND TAX-FREE INCOME FUND TAX-FREE INCOME FUND --------------------------- --------------------------- YEAR ENDED FEBRUARY 28, YEAR ENDED FEBRUARY 28, --------------------------- --------------------------- 2009 2008(a) 2009 2008(a) ------------ ------------ ------------ ------------ Increase (decrease) in net assets: Operations: Net investment income ........................ $ 12,921,511 $ 11,003,097 $ 23,517,178 $ 20,675,868 Net realized gain (loss) from investments .... (880,447) 590,790 (1,514,070) 901,591 Net change in unrealized appreciation (depreciation) on investments ............. (9,610,506) (21,900,992) (23,977,575) (47,228,091) ------------ ------------ ------------ ------------ Net increase (decrease) in net assets resulting from operations ........... 2,430,558 (10,307,105) (1,974,467) (25,650,632) ------------ ------------ ------------ ------------ Distributions to shareholders from: Net investment income: Class A ................................... (11,272,273) (9,805,930) (19,457,945) (17,727,976) Class C ................................... (1,540,027) (1,185,118) (3,796,929) (2,858,421) ------------ ------------ ------------ ------------ Total distributions to shareholders ............. (12,812,300) (10,991,048) (23,254,874) (20,586,397) ------------ ------------ ------------ ------------ Capital share transactions: (Note 2) Class A ................................... 41,385,179 31,950,372 28,830,036 45,305,989 Class C ................................... 8,148,253 8,792,302 23,590,277 18,455,975 ------------ ------------ ------------ ------------ Total capital share transactions ................ 49,533,432 40,742,674 52,420,313 63,761,964 ------------ ------------ ------------ ------------ Redemption fees ................................. -- 498 140 2,149 ------------ ------------ ------------ ------------ Net increase (decrease) in net assets .. 39,151,690 19,445,019 27,191,112 17,527,084 Net assets: Beginning of year ............................... 269,399,476 249,954,457 500,354,046 482,826,962 ------------ ------------ ------------ ------------ End of year ..................................... $308,551,166 $269,399,476 $527,545,158 $500,354,046 ============ ============ ============ ============ Undistributed net investment income (distributions in excess of net investment income) included in net assets: End of year .................................. $ 13,691 $ (95,470) $ 123,235 $ (131,422) ============ ============ ============ ============ (a) For the year ended February 29. The accompanying notes are an integral part of these financial statements. 152 | Annual Report Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED) FRANKLIN MISSOURI FRANKLIN NORTH CAROLINA TAX-FREE INCOME FUND TAX-FREE INCOME FUND --------------------------- --------------------------- YEAR ENDED FEBRUARY 28, YEAR ENDED FEBRUARY 28, --------------------------- --------------------------- 2009 2008(a) 2009 2008(a) ------------ ------------ ------------ ------------ Increase (decrease) in net assets: Operations: Net investment income ........................ $ 33,139,970 $ 29,454,876 $ 37,820,494 $ 31,817,345 Net realized gain (loss) from investments .... 958,192 (904,141) (448,003) (284,409) Net change in unrealized appreciation (depreciation) on investments ............. (20,223,159) (49,703,254) (13,672,900) (62,059,462) ------------ ------------ ------------ ------------ Net increase (decrease) in net assets resulting from operations .............. 13,875,003 (21,152,519) 23,699,591 (30,526,526) ------------ ------------ ------------ ------------ Distributions to shareholders from: Net investment income: Class A ...................................... (29,678,906) (26,636,426) (31,640,924) (27,242,374) Class C ...................................... (3,052,630) (2,602,929) (5,247,665) (4,369,823) ------------ ------------ ------------ ------------ Total distributions to shareholders ................ (32,731,536) (29,239,355) (36,888,589) (31,612,197) ------------ ------------ ------------ ------------ Capital share transactions: (Note 2) Class A ...................................... 85,168,122 55,048,990 80,134,686 99,458,941 Class C ...................................... 15,120,904 6,542,901 29,627,681 15,706,331 ------------ ------------ ------------ ------------ Total capital share transactions ................... 100,289,026 61,591,891 109,762,367 115,165,272 ------------ ------------ ------------ ------------ Redemption fees .................................... 439 2,371 644 2,034 ------------ ------------ ------------ ------------ Net increase (decrease) in net assets ..... 81,432,932 11,202,388 96,574,013 53,028,583 Net assets: Beginning of year ............................... 694,475,434 683,273,046 797,377,154 744,348,571 ------------ ------------ ------------ ------------ End of year ..................................... $775,908,366 $694,475,434 $893,951,167 $797,377,154 ============ ============ ============ ============ Undistributed net investment income (distributions in excess of net investment income) included in net assets: End of year .................................. $ 283,444 $ (125,095) $ 634,531 $ (289,395) ============ ============ ============ ============ (a) For the year ended February 29. The accompanying notes are an integral part of these financial statements. Annual Report | 153 Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED) FRANKLIN VIRGINIA TAX-FREE INCOME FUND --------------------------- YEAR ENDED FEBRUARY 28, --------------------------- 2009 2008(a) ------------ ------------ Increase (decrease) in net assets: Operations: Net investment income ........................ $ 25,970,097 $ 23,037,881 Net realized gain (loss) from investments .... (2,145,207) 767,869 Net change in unrealized appreciation (depreciation) on investments ............. (9,810,949) (36,610,627) ------------ ------------ Net increase (decrease) in net assets resulting from operations ........... 14,013,941 (12,804,877) ------------ ------------ Distributions to shareholders from: Net investment income: Class A ...................................... (22,666,320) (21,012,887) Class C ...................................... (2,515,309) (2,117,720) ------------ ------------ Total distributions to shareholders ................ (25,181,629) (23,130,607) ------------ ------------ Capital share transactions: (Note 2) Class A ...................................... 62,664,423 32,953,142 Class C ...................................... 14,608,564 7,393,073 ------------ ------------ Total capital share transactions ................... 77,272,987 40,346,215 ------------ ------------ Redemption fees .................................... 483 2,724 ------------ ------------ Net increase (decrease) in net assets .. 66,105,782 4,413,455 Net assets: Beginning of year ............................... 554,648,105 550,234,650 ------------ ------------ End of year ..................................... $620,753,887 $554,648,105 ============ ============ Undistributed net investment income (distributions in excess of net investment income) included in net assets: End of year .................................. $ 362,867 $ (424,903) ============ ============ (a) For the year ended February 29. The accompanying notes are an integral part of these financial statements. 154 | Annual Report Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Franklin Tax-Free Trust (Trust) is registered under the Investment Company Act of 1940, as amended, (1940 Act) as an open-end investment company, consisting of twenty-four separate funds, nine of which are included in this report (Funds). The financial statements of the remaining funds in the Trust are presented separately. The classes of shares offered within each of the Funds are indicated below. Each class of shares differs by its initial sales load, contingent deferred sales charges, distribution fees, voting rights on matters affecting a single class and its exchange privilege. CLASS A CLASS A & CLASS C CLASS A, CLASS B & CLASS C - ------- ----------------- -------------------------- Franklin Kentucky Tax-Free Franklin Alabama Tax-Free Income Fund Franklin Florida Tax-Free Income Fund Income Fund Franklin Georgia Tax-Free Income Fund Franklin Louisiana Tax-Free Income Fund Franklin Maryland Tax-Free Income Fund Franklin Missouri Tax-Free Income Fund Franklin North Carolina Tax-Free Income Fund Franklin Virginia Tax-Free Income Fund The following summarizes the Funds' significant accounting policies. A. SECURITY VALUATION Municipal securities generally trade in the over-the-counter market rather than on a securities exchange. The Trust may utilize independent pricing services, quotations from bond dealers, and information with respect to bond and note transactions, to assist in determining a current market value for each security. The Trust's pricing services use valuation models or matrix pricing, which considers information with respect to comparable bond and note transactions, quotations from bond dealers or by reference to other securities that are considered comparable in such characteristics as rating, interest rate and maturity date, to determine current value. The Trust has procedures to determine the fair value of individual securities and other assets for which market prices are not readily available or which may not be reliably priced. Methods for valuing these securities may include: fundamental analysis, matrix pricing, discounts from market prices of similar securities, or discounts applied due to the nature and duration of restrictions on the disposition of the securities. Due to the inherent uncertainty of valuations of such securities, the fair values may differ significantly from the values that would have been used had a ready market for such investments existed. Occasionally, events occur between the time at which trading in a security is completed and the close of the NYSE that might call into question the availability (including the reliability) of the value of a portfolio security held by the fund. If such an event occurs, the securities may be valued using fair value procedures, which may include the use of independent pricing services. All security valuation procedures are approved by the Trust's Board of Trustees. Annual Report | 155 Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) B. SECURITIES PURCHASED ON A WHEN-ISSUED AND DELAYED DELIVERY BASIS The Funds may purchase securities on a when-issued and delayed delivery basis, with payment and delivery scheduled for a future date. These transactions are subject to market fluctuations and are subject to the risk that the value at delivery may be more or less than the trade date purchase price. Although the Funds will generally purchase these securities with the intention of holding the securities, they may sell the securities before the settlement date. Sufficient assets have been segregated for these securities. C. INCOME TAXES No provision has been made for U.S. income taxes because it is each fund's policy to qualify as a regulated investment company under the Internal Revenue Code and to distribute to shareholders substantially all of its income and net realized gains. The Funds have reviewed the tax positions, taken on federal income tax returns, for each of the three open tax years and as of February 28, 2009, and have determined that no provision for income tax is required in the Funds' financial statements. 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. Interest income and estimated expenses are accrued daily. Amortization of premium and accretion of discount on debt securities are included in interest income. Dividends from net investment income are normally declared daily and distributed monthly to shareholders. Distributions from realized capital gains and other distributions, if any, are recorded on the ex-dividend date. Distributions to shareholders are determined according to income tax regulations (tax basis). Distributable earnings determined on a tax basis may differ from earnings recorded in accordance with accounting principles generally accepted in the United States of America. These differences may be permanent or temporary. Permanent differences are reclassified among capital accounts to reflect their tax character. These reclassifications have no impact on net assets or the results of operations. Temporary differences are not reclassified, as they may reverse in subsequent periods. Common expenses incurred by the Trust are allocated among the funds based on the ratio of net assets of each fund to the combined net assets of the Trust. Fund specific expenses are charged directly to the fund that incurred the expense. Realized and unrealized gains and losses and net investment income, not including 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. 156 | Annual Report Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) E. INSURANCE The scheduled payments of interest and principal for each insured municipal security in the Trust are insured by either a new issue insurance policy or a secondary insurance policy. Some municipal securities in the Funds are secured by collateral guaranteed by an agency of the U.S. government. Insurance companies typically insure municipal bonds that tend to be of very high quality, with the majority of underlying municipal bonds rated A or better. However, there is a risk that in the event of an issuer default, the insurer may not be able to fulfill its obligations under the terms of the policy. Depending on the type of coverage, premiums for insurance are either added to the cost basis of the security or paid by a third party. F. ACCOUNTING ESTIMATES The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America 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. G. REDEMPTION FEES A short term trading redemption fee was imposed, with some exceptions, on any fund shares that are redeemed or exchanged within seven calendar days following their purchase date. The redemption fee is 2% of the amount redeemed. Such fees are retained by the Funds and accounted for as an addition to paid-in capital. Effective September 1, 2008, the redemption fee was eliminated. H. GUARANTEES AND INDEMNIFICATIONS Under the Trust's organizational documents, its officers and trustees are indemnified by the Trust against certain liabilities arising out of the performance of their duties to the Trust. Additionally, in the normal course of business, the Trust, on behalf of the Funds, enters into contracts with service providers that contain general indemnification clauses. The Trust's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred. Currently, the Trust expects the risk of loss to be remote. Annual Report | 157 Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 2. SHARES OF BENEFICIAL INTEREST At February 28, 2009, there were an unlimited number of shares authorized (without par value). Transactions in the Funds' shares were as follows: FRANKLIN ALABAMA FRANKLIN FLORIDA TAX-FREE INCOME FUND TAX-FREE INCOME FUND ------------------------- --------------------------- SHARES AMOUNT SHARES AMOUNT ---------- ------------ ----------- ------------- CLASS A SHARES: Year ended February 28, 2009 Shares sold ..................................... 3,049,727 $ 33,250,600 10,600,472 $ 118,757,513 Shares issued in reinvestment of distributions .. 543,176 5,840,149 2,468,269 27,399,969 Shares redeemed ................................. (4,187,180) (44,323,330) (21,678,782) (237,728,530) ---------- ------------ ----------- ------------- Net increase (decrease) ......................... (594,277) $ (5,232,581) (8,610,041) $ (91,571,048) ========== ============ =========== ============= Year ended February 29, 2008 Shares sold ..................................... 2,955,594 $ 33,565,509 10,215,195 $ 119,707,897 Shares issued in reinvestment of distributions .. 494,764 5,608,283 2,572,445 30,127,358 Shares redeemed ................................. (3,410,200) (38,650,580) (21,932,153) (256,708,881) ---------- ------------ ----------- ------------- Net increase (decrease) ......................... 40,158 $ 523,212 (9,144,513) $(106,873,626) ========== ============ =========== ============= CLASS B SHARES: Year ended February 28, 2009 Shares sold ..................................... 60,574 $ 675,962 Shares issued in reinvestment of distributions .. 85,294 956,449 Shares redeemed ................................. (1,055,974) (11,772,721) ----------- ------------- Net increase (decrease) ......................... (910,106) $ (10,140,310) =========== ============= Year ended February 29, 2008 Shares sold ..................................... 48,660 $ 577,089 Shares issued in reinvestment of distributions .. 107,339 1,266,297 Shares redeemed ................................. (868,470) (10,244,099) ----------- ------------- Net increase (decrease) ......................... (712,471) $ (8,400,713) =========== ============= CLASS C SHARES: Year ended February 28, 2009 Shares sold ..................................... 960,305 $ 10,609,980 1,817,897 $ 20,644,547 Shares issued in reinvestment of distributions .. 72,730 787,579 242,305 2,725,468 Shares redeemed ................................. (644,006) (6,939,968) (2,360,072) (26,268,335) ---------- ------------ ----------- ------------- Net increase (decrease) ......................... 389,029 $ 4,457,591 (299,870) $ (2,898,320) ========== ============ =========== ============= Year ended February 29, 2008 Shares sold ..................................... 762,716 $ 8,726,868 1,485,824 $ 17,639,138 Shares issued in reinvestment of distributions .. 57,424 656,401 239,973 2,847,253 Shares redeemed ................................. (595,027) (6,779,125) (2,796,627) (33,197,130) ---------- ------------ ----------- ------------- Net increase (decrease) ......................... 225,113 $ 2,604,144 (1,070,830) $ (12,710,739) ========== ============ =========== ============= 158 | Annual Report Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 2. SHARES OF BENEFICIAL INTEREST (CONTINUED) FRANKLIN GEORGIA FRANKLIN KENTUCKY TAX-FREE INCOME FUND TAX-FREE INCOME FUND ------------------------- ------------------------- SHARES AMOUNT SHARES AMOUNT ---------- ------------ ---------- ------------ CLASS A SHARES: Year ended February 28, 2009 Shares sold ..................................... 8,519,500 $ 97,359,178 2,741,271 $ 29,431,566 Shares issued in reinvestment of distributions .. 681,315 7,733,193 446,025 4,717,263 Shares redeemed ................................. (4,056,075) (45,035,267) (1,932,255) (20,326,975) ---------- ------------ ---------- ------------ Net increase (decrease) ......................... 5,144,740 $ 60,057,104 1,255,041 $ 13,821,854 ========== ============ ========== ============ Year ended February 29, 2008 Shares sold ..................................... 6,305,544 $ 75,730,670 2,660,793 $ 29,822,700 Shares issued in reinvestment of distributions .. 513,429 6,143,251 366,935 4,110,361 Shares redeemed ................................. (2,666,217) (31,859,559) (1,814,392) (20,300,561) ---------- ------------ ---------- ------------ Net increase (decrease) ......................... 4,152,756 $ 50,014,362 1,213,336 $ 13,632,500 ========== ============ ========== ============ CLASS C SHARES: Year ended February 28, 2009 Shares sold ..................................... 2,259,060 $ 26,073,383 Shares issued in reinvestment of distributions .. 128,847 1,474,913 Shares redeemed ................................. (873,821) (9,909,713) ---------- ------------ Net increase (decrease) ......................... 1,514,086 $ 17,638,583 ========== ============ Year ended February 29, 2008 Shares sold ..................................... 1,361,938 $ 16,469,882 Shares issued in reinvestment of distributions .. 97,027 1,172,321 Shares redeemed ................................. (1,038,261) (12,531,297) ---------- ------------ Net increase (decrease) ......................... 420,704 $ 5,110,906 ========== ============ FRANKLIN LOUISIANA FRANKLIN MARYLAND TAX-FREE INCOME FUND TAX-FREE INCOME FUND ------------------------- ------------------------- SHARES AMOUNT SHARES AMOUNT ---------- ------------ ---------- ------------ CLASS A SHARES: Year ended February 28, 2009 Shares sold ..................................... 6,811,042 $ 73,406,545 8,971,597 $ 95,689,803 Shares issued in reinvestment of distributions .. 725,918 7,713,876 1,170,434 12,458,451 Shares redeemed ................................. (3,767,887) (39,735,242) (7,579,820) (79,318,218) ---------- ------------ ---------- ------------ Net increase (decrease) ......................... 3,769,073 $ 41,385,179 2,562,211 $ 28,830,036 ========== ============ ========== ============ Year ended February 29, 2008 Shares sold ..................................... 4,916,730 $ 56,127,477 8,816,127 $102,010,423 Shares issued in reinvestment of distributions .. 571,302 6,518,549 990,085 11,434,098 Shares redeemed ................................. (2,685,754) (30,695,654) (5,905,651) (68,138,532) ---------- ------------ ---------- ------------ Net increase (decrease) ......................... 2,802,278 $ 31,950,372 3,900,561 $ 45,305,989 ========== ============ ========== ============ Annual Report | 159 Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 2. SHARES OF BENEFICIAL INTEREST (CONTINUED) FRANKLIN LOUISIANA FRANKLIN MARYLAND TAX-FREE INCOME FUND TAX-FREE INCOME FUND ----------------------- ------------------------- SHARES AMOUNT SHARES AMOUNT --------- ----------- ---------- ------------ CLASS C SHARES: Year ended February 28, 2009 Shares sold ..................................... 1,549,355 $17,015,668 3,577,048 $ 39,451,384 Shares issued in reinvestment of distributions .. 99,172 1,064,751 244,981 2,634,949 Shares redeemed ................................. (931,984) (9,932,166) (1,739,547) (18,496,056) ---------- ----------- ---------- ------------ Net increase (decrease) ......................... 716,543 $ 8,148,253 2,082,482 $ 23,590,277 ========== =========== ========== ============ Year ended February 29, 2008 Shares sold ..................................... 1,216,169 $14,058,445 2,439,584 $ 28,638,380 Shares issued in reinvestment of distributions .. 67,871 782,271 163,843 1,915,428 Shares redeemed ................................. (525,078) (6,048,414) (1,034,758) (12,097,833) ---------- ----------- ---------- ------------ Net increase (decrease) ......................... 758,962 $ 8,792,302 1,568,669 $ 18,455,975 ========== =========== ========== ============ FRANKLIN MISSOURI FRANKLIN NORTH CAROLINA TAX-FREE INCOME FUND TAX-FREE INCOME FUND -------------------------- --------------------------- SHARES AMOUNT SHARES AMOUNT ---------- ------------- ----------- ------------- CLASS A SHARES: Year ended February 28, 2009 Shares sold ..................................... 15,357,031 $ 176,182,581 18,537,029 $ 212,922,287 Shares issued in reinvestment of distributions .. 1,640,360 18,747,963 1,820,793 20,749,426 Shares redeemed ................................. (9,760,719) (109,762,422) (13,806,721) (153,537,027) ---------- ------------- ----------- ------------- Net increase (decrease) ......................... 7,236,672 $ 85,168,122 6,551,101 $ 80,134,686 ========== ============= =========== ============= Year ended February 29, 2008 Shares sold ..................................... 10,035,056 $ 121,741,219 15,400,186 $ 186,717,651 Shares issued in reinvestment of distributions .. 1,361,564 16,488,739 1,435,869 17,397,862 Shares redeemed ................................. (6,893,876) (83,180,968) (8,656,340) (104,656,572) ---------- ------------- ----------- ------------- Net increase (decrease) ......................... 4,502,744 $ 55,048,990 8,179,715 $ 99,458,941 ========== ============= =========== ============= CLASS C SHARES: Year ended February 28, 2009 Shares sold ..................................... 2,380,212 $ 27,514,674 4,243,730 $ 49,653,841 Shares issued in reinvestment of distributions .. 170,334 1,959,354 292,342 3,365,327 Shares redeemed ................................. (1,267,186) (14,353,124) (2,053,384) (23,391,487) ---------- ------------- ----------- ------------- Net increase (decrease) ......................... 1,283,360 $ 15,120,904 2,482,688 $ 29,627,681 ========== ============= =========== ============= Year ended February 29, 2008 Shares sold ..................................... 1,305,112 $ 15,931,915 2,677,565 $ 32,877,531 Shares issued in reinvestment of distributions .. 136,584 1,664,654 226,645 2,775,254 Shares redeemed ................................. (906,099) (11,053,668) (1,631,490) (19,946,454) ---------- ------------- ----------- ------------- Net increase (decrease) ......................... 535,597 $ 6,542,901 1,272,720 $ 15,706,331 ========== ============= =========== ============= 160 | Annual Report Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 2. SHARES OF BENEFICIAL INTEREST (CONTINUED) FRANKLIN VIRGINIA TAX-FREE INCOME FUND ------------------------- SHARES AMOUNT ---------- ------------ CLASS A SHARES: Year ended February 28, 2009 Shares sold ...................................... 12,174,383 $135,208,637 Shares issued in reinvestment of distributions ... 1,312,036 14,488,670 Shares redeemed .................................. (7,968,618) (87,032,884) ---------- ------------ Net increase (decrease) .......................... 5,517,801 $ 62,664,423 ========== ============ Year ended February 29, 2008 Shares sold ...................................... 7,803,075 $ 91,110,918 Shares issued in reinvestment of distributions ... 1,122,045 13,074,013 Shares redeemed .................................. (6,115,479) (71,231,789) ---------- ------------ Net increase (decrease) .......................... 2,809,641 $ 32,953,142 ========== ============ CLASS C SHARES: Year ended February 28, 2009 Shares sold ...................................... 2,294,542 $ 25,883,501 Shares issued in reinvestment of distributions ... 162,010 1,806,195 Shares redeemed .................................. (1,192,892) (13,081,132) ---------- ------------ Net increase (decrease) .......................... 1,263,660 $ 14,608,564 ========== ============ Year ended February 29, 2008 Shares sold ...................................... 1,173,322 $ 13,824,750 Shares issued in reinvestment of distributions ... 122,432 1,441,770 Shares redeemed .................................. (668,286) (7,873,447) ---------- ------------ Net increase (decrease) .......................... 627,468 $ 7,393,073 ========== ============ 3. TRANSACTIONS WITH AFFILIATES Franklin Resources, Inc. is the holding company for various subsidiaries that together are referred to as Franklin Templeton Investments. Certain officers and trustees of the Trust are also officers and/or directors of the following subsidiaries: SUBSIDIARY AFFILIATION - ---------- ---------------------- Franklin Advisers, Inc. (Advisers) Investment manager Franklin Templeton Services, LLC (FT Services) Administrative manager Franklin Templeton Distributors, Inc. (Distributors) Principal underwriter Franklin Templeton Investor Services, LLC (Investor Services) Transfer agent Annual Report | 161 Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. TRANSACTIONS WITH AFFILIATES (CONTINUED) A. MANAGEMENT FEES The Funds pay an investment management fee to Advisers based on the month-end net assets of each of the Funds as follows: ANNUALIZED FEE RATE NET ASSETS - ------------------- ---------------------------------------------------- 0.625% Up to and including $100 million 0.500% Over $100 million, up to and including $250 million 0.450% Over $250 million, up to and including $7.5 billion 0.440% Over $7.5 billion, up to and including $10 billion 0.430% Over $10 billion, up to and including $12.5 billion 0.420% Over $12.5 billion, up to and including $15 billion 0.400% Over $15 billion, up to and including $17.5 billion 0.380% Over $17.5 billion, up to and including $20 billion 0.360% In excess of $20 billion B. ADMINISTRATIVE FEES Under an agreement with Advisers, FT Services provides administrative services to the Funds. The fee is paid by Advisers based on average daily net assets, and is not an additional expense of the Funds. C. DISTRIBUTION FEES The Trust's Board of Trustees has adopted distribution plans for each share class pursuant to Rule 12b-1 under the 1940 Act. Under the Funds' Class A reimbursement distribution plans, the Funds reimburse Distributors for costs incurred in connection with the servicing, sale and distribution of the Funds' shares up to the maximum annual plan rate. Under the Class A reimbursement distribution plans, costs exceeding the maximum for the current plan year cannot be reimbursed in subsequent periods. In addition, under the Funds' compensation distribution plans, the Funds pay Distributors for costs incurred in connection with the servicing, sale and distribution of each fund's shares up to the maximum annual plan rate for each class. The maximum annual plan rates, based on the average daily net assets, for each class, are as follows: FRANKLIN FRANKLIN FRANKLIN FRANKLIN ALABAMA FLORIDA GEORGIA KENTUCKY TAX-FREE TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND INCOME FUND ----------- ----------- ----------- ----------- Reimbursement Plans: Class A 0.10% 0.10% 0.10% 0.10% Compensation Plans: Class B -- 0.65% -- -- Class C 0.65% 0.65% 0.65% -- 162 | Annual Report Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. TRANSACTIONS WITH AFFILIATES (CONTINUED) C. DISTRIBUTION FEES (CONTINUED) FRANKLIN FRANKLIN FRANKLIN FRANKLIN LOUISIANA MARYLAND MISSOURI NORTH CAROLINA TAX-FREE TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND INCOME FUND ----------- ----------- ----------- -------------- Reimbursement Plans: Class A ......... 0.10% 0.10% 0.10% 0.10% Compensation Plans: Class C ......... 0.65% 0.65% 0.65% 0.65% FRANKLIN VIRGINIA TAX-FREE INCOME FUND ----------- Reimbursement Plans: Class A ......... 0.10% Compensation Plans: Class C ......... 0.65% D. SALES CHARGES/UNDERWRITING AGREEMENTS Distributors has advised the Funds of the following commission transactions related to the sales and redemptions of the Funds' shares for the year: FRANKLIN FRANKLIN FRANKLIN ALABAMA FLORIDA GEORGIA TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND ----------- ----------- ----------- Sales charges retained net of commissions paid to unaffiliated broker/dealers .................. $75,575 $204,251 $149,447 Contingent deferred sales charges retained ...... $17,920 $ 42,980 $ 16,106 FRANKLIN FRANKLIN FRANKLIN KENTUCKY LOUISIANA MARYLAND TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND ----------- ----------- ----------- Sales charges retained net of commissions paid to unaffiliated broker/dealers .................. $79,888 $176,765 $198,969 Contingent deferred sales charges retained ...... $ 452 $ 20,926 $ 39,435 FRANKLIN FRANKLIN NORTH FRANKLIN MISSOURI CAROLINA VIRGINIA TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND ----------- ----------- ----------- Sales charges retained net of commissions paid to unaffiliated broker/dealers .................. $418,184 $358,415 $225,833 Contingent deferred sales charges retained ...... $ 85,995 $ 44,921 $ 33,994 Annual Report | 163 Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. TRANSACTIONS WITH AFFILIATES (CONTINUED) E. TRANSFER AGENT FEES For the year ended February 28, 2009, the Funds paid transfer agent fees as noted in the Statements of Operations of which the following amounts were retained by Investor Services: FRANKLIN FRANKLIN FRANKLIN ALABAMA FLORIDA GEORGIA TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND ----------- ----------- ----------- Transfer agent fees ................... $57,769 $266,361 $73,834 FRANKLIN FRANKLIN FRANKLIN KENTUCKY LOUISIANA MARYLAND TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND ----------- ----------- ----------- Transfer agent fees ................... $29,712 $52,272 $135,492 FRANKLIN FRANKLIN FRANKLIN MISSOURI NORTH CAROLINA VIRGINIA TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND ----------- -------------- ----------- Transfer agent fees ................... $181,955 $167,349 $137,369 4. INCOME TAXES For tax purposes, capital losses may be carried over to offset future capital gains, if any. At February 28, 2009, the capital loss carryforwards were as follows: FRANKLIN FRANKLIN FRANKLIN ALABAMA FLORIDA GEORGIA TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND ----------- ----------- ----------- Capital loss carryforwards expiring in: 2010 ............................... $6,996,921 $ -- $ -- 2011 ............................... 804,634 -- -- 2012 ............................... 195,876 -- 972,862 2013 ............................... -- -- 416,353 2014 ............................... -- -- 51,012 2015 ............................... -- -- 125,659 2016 ............................... -- -- 414,407 2017 ............................... -- 365,411 2,923,290 ---------- -------- ---------- $7,997,431 $365,411 $4,903,583 ========== ======== ========== 164 | Annual Report Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 4. INCOME TAXES (CONTINUED) FRANKLIN FRANKLIN FRANKLIN KENTUCKY LOUISIANA MARYLAND TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND ----------- ----------- ----------- Capital loss carryforwards expiring in: 2010 ............................... $ 413,791 $ -- $ -- 2012 ............................... 1,264,854 1,142,711 -- 2013 ............................... 253,770 240,220 66,378 2014 ............................... 65,408 -- -- 2016 ............................... 107,105 -- -- 2017 ............................... 417,325 42,794 1,506,424 ---------- ---------- ---------- $2,522,253 $1,425,725 $1,572,802 ========== ========== ========== FRANKLIN FRANKLIN FRANKLIN MISSOURI NORTH CAROLINA VIRGINIA TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND ----------- -------------- ----------- Capital loss carryforwards expiring in: 2010 ............................... $ -- $ -- $1,188,255 2011 ............................... 196,258 -- -- 2012 ............................... 1,619,914 335,790 1,236,561 2013 ............................... 1,384,535 -- -- 2016 ............................... 776,667 -- -- ----------- -------- ---------- $ 3,977,374 $335,790 $2,424,816 =========== ======== ========== During the year end February 28, 2009, the funds utilized capital loss carryforwards as follows: FRANKLIN FRANKLIN FRANKLIN FRANKLIN ALABAMA MISSOURI NORTH CAROLINA VIRGINIA TAX-FREE TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND INCOME FUND - ----------- ----------- -------------- ----------- $318,895 $958,087 $371,360 $495,487 On February 28, 2009, the following funds had expired capital loss carryforwards, which were reclassified to paid-in capital. FRANKLIN FRANKLIN FRANKLIN GEORGIA NORTH CAROLINA VIRGINIA TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND - ----------- -------------- ----------- $833,999 $1,644,939 $459,518 Annual Report | 165 Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 4. INCOME TAXES (CONTINUED) For tax purposes, realized capital losses occurring subsequent to October 31, may be deferred and treated as occurring on the first day of the following fiscal year. At February 28, 2009, deferred losses were as follows: FRANKLIN FRANKLIN FRANKLIN FRANKLIN FRANKLIN FLORIDA KENTUCKY LOUISIANA NORTH CAROLINA VIRGINIA TAX-FREE TAX-FREE TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND INCOME FUND INCOME FUND - ----------- ----------- ----------- -------------- ----------- $3,536,543 $70,524 $837,598 $811,384 $2,639,996 The tax character of distributions paid during the years ended February 28, 2009 and February 29, 2008, was as follows: FRANKLIN ALABAMA FRANKLIN FLORIDA TAX-FREE INCOME FUND TAX-FREE INCOME FUND ------------------------- ------------------------- 2009 2008 2009 2008 ----------- ----------- ----------- ----------- Distributions paid from: Tax exempt income ....... $11,694,106 $11,260,720 $64,603,658 $70,121,534 Long term capital gain .. -- -- 1,586,257 3,587,487 ----------- ----------- ----------- ----------- $11,694,106 $11,260,720 $66,189,915 $73,709,021 =========== =========== =========== =========== FRANKLIN GEORGIA FRANKLIN KENTUCKY TAX-FREE INCOME FUND TAX-FREE INCOME FUND ------------------------- ------------------------ 2009 2008 2009 2008 ----------- ----------- ---------- ---------- Distributions paid from - tax exempt income ....... $14,875,167 $11,593,611 $6,911,504 $6,193,552 ----------- ----------- ---------- ---------- FRANKLIN LOUISIANA FRANKLIN MARYLAND TAX-FREE INCOME FUND TAX-FREE INCOME FUND ------------------------- ------------------------- 2009 2008 2009 2008 ----------- ----------- ----------- ----------- Distributions paid from - tax exempt income ....... $12,812,300 $10,991,048 $23,254,874 $20,586,397 ----------- ----------- ----------- ----------- FRANKLIN MISSOURI FRANKLIN NORTH CAROLINA TAX-FREE INCOME FUND TAX-FREE INCOME FUND ------------------------- ------------------------- 2009 2008 2009 2008 ----------- ----------- ----------- ----------- Distributions paid from - tax exempt income ....... $32,731,536 $29,239,355 $36,888,589 $31,612,197 ----------- ----------- ----------- ----------- FRANKLIN VIRGINIA TAX-FREE INCOME FUND ------------------------- 2009 2008 ----------- ----------- Distributions paid from - tax exempt income ....... $25,181,629 $23,130,607 ----------- ----------- 166 | Annual Report Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 4. INCOME TAXES (CONTINUED) At February 28, 2009, the cost of investments, net unrealized appreciation (depreciation) and undistributed tax exempt income for income tax purposes were as follows: FRANKLIN FRANKLIN FRANKLIN ALABAMA FLORIDA GEORGIA TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND ------------ -------------- ------------ Cost of investments .......................... $260,833,554 $1,312,758,273 $365,960,394 ============ ============== ============ Unrealized appreciation ...................... $ 5,884,784 $ 46,414,225 $ 9,654,339 Unrealized depreciation ...................... (16,926,253) (67,892,990) (18,539,356) ------------ -------------- ------------ Net unrealized appreciation (depreciation) ... $(11,041,469) $ (21,478,765) $ (8,885,017) ============ ============== ============ Distributable earnings - undistributed tax exempt income ............................. $ 144,020 $ 987,528 $ 132,454 ============ ============== ============ FRANKLIN FRANKLIN FRANKLIN KENTUCKY LOUISIANA MARYLAND TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND ------------ ------------ ------------ Cost of investments .......................... $166,819,579 $318,198,980 $568,928,424 ============ ============ ============ Unrealized appreciation ...................... $ 3,424,880 $ 4,399,855 $ 9,153,443 Unrealized depreciation ...................... (9,851,120) (24,786,578) (58,126,180) ------------ ------------ ------------ Net unrealized appreciation (depreciation) ... $ (6,426,240) $(20,386,723) $(48,972,737) ============ ============ ============ Distributable earnings - undistributed tax exempt income ............................. $ 142,113 $ 178,127 $ 421,702 ============ ============ ============ FRANKLIN FRANKLIN FRANKLIN MISSOURI NORTH CAROLINA VIRGINIA TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND ------------ -------------- ------------ Cost of investments .......................... $807,253,335 $924,367,380 $633,456,612 ============ ============ ============ Unrealized appreciation ...................... $ 18,159,894 $ 15,215,688 $ 14,724,339 Unrealized depreciation ...................... (52,207,062) (56,837,979) (34,514,254) ------------ ------------ ------------ Net unrealized appreciation (depreciation) ... $(34,047,168) $(41,622,291) $(19,789,915) ============ ============ ============ Distributable earnings - undistributed tax exempt income ............................. $ 668,511 $ 1,093,149 $ 690,436 ============ ============ ============ Net investment income differs for financial statement and tax purposes primarily due to differing treatment of bond discounts. Net realized gains (losses) differ for financial statement and tax purposes primarily due to differing treatments of wash sales and bond discounts. Annual Report | 167 Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 5. INVESTMENT TRANSACTIONS Purchases and sales of investments (excluding short term securities) for the year ended February 28, 2009, were as follows: FRANKLIN FRANKLIN FRANKLIN ALABAMA FLORIDA GEORGIA TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND ----------- ------------ ----------- Purchases ................................ $54,275,443 $148,155,493 $99,991,036 Sales .................................... $60,778,987 $268,454,483 $32,027,738 FRANKLIN FRANKLIN FRANKLIN KENTUCKY LOUISIANA MARYLAND TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND ----------- ----------- ----------- Purchases ................................ $33,273,923 $81,643,511 $95,969,294 Sales .................................... $15,852,110 $33,409,939 $45,809,935 FRANKLIN FRANKLIN FRANKLIN MISSOURI NORTH CAROLINA VIRGINIA TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND ------------ ------------ ------------ Purchases ................................ $191,190,285 $182,629,863 $131,966,279 Sales .................................... $ 90,206,042 $ 60,242,419 $ 50,670,039 6. CONCENTRATION OF RISK Each of the Funds invests a large percentage of its total assets in obligations of issuers within its respective state, U.S. territories, or the District of Columbia. Such concentration may subject the Funds to risks associated with industrial or regional matters, and economic, political or legal developments occurring within those states, U.S. territories, or the District of Columbia. In addition, investments in these securities are sensitive to interest rate changes and credit risk of the issuer and may subject the funds to increased market volatility. The market for these investments may be limited, which may make them difficult to buy or sell. 7. CREDIT FACILITY Effective January 23, 2009, the Funds, together with other U.S. registered and foreign investment funds managed by Franklin Templeton Investments (individually, "Borrower"; collectively "Borrowers"), entered into a joint syndicated senior unsecured credit facility totaling $725 million (Global Credit Facility) to provide a source of funds to the Borrowers for temporary and emergency purposes, including the ability to meet future unanticipated or unusually large redemption requests. 168 | Annual Report Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 7. CREDIT FACILITY (CONTINUED) Under the terms of the Global Credit Facility, the Funds shall, in addition to interest charged on any borrowings made by the Funds and other costs incurred by the Funds, pay their share of fees and expenses incurred in connection with the implementation and maintenance of the Global Credit Facility, based upon its relative share of the aggregate net assets of all of the Borrowers, including an annual commitment fee based upon the unused portion of the Global Credit Facility. During the period, the Funds incurred commitment fees of $1,245 of their pro rata portion of the Global Credit Facility, which is reflected in Other expenses on the Statements of Operations. During the year ended February 28, 2009, the Funds did not utilize the Global Credit Facility. 8. FAIR VALUE MEASUREMENTS The Funds adopted Financial Accounting Standards Board (FASB) Statement No. 157, "Fair Value Measurement" (SFAS 157), on March 1, 2008. SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Funds have determined that the implementation of SFAS 157 did not have a material impact on the Funds' financial statements. SFAS 157 establishes a fair value hierarchy that distinguishes between market data obtained from independent sources (observable inputs) and the Trust's own market assumptions (unobservable inputs). These inputs are used in determining the value of the Funds' investments and are summarized in the following fair value hierarchy: - Level 1 -- quoted prices in active markets for identical securities - Level 2 -- other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speed, credit risk, etc.) - Level 3 -- significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments) The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities. At February 28, 2009, all of the Funds' investments in securities carried at fair value were in Level 2 inputs. Annual Report | 169 Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) ABBREVIATIONS SELECTED PORTFOLIO ACA - American Capital Access Holdings Inc. AMBAC - American Municipal Bond Assurance Corp. BHAC - Berkshire Hathaway Assurance Corp. CDA - Community Development Authority/Agency CDD - Community Development District CDR - Community Development Revenue CIFG - CDC IXIS Financial Guaranty COP - Certificate of Participation CRDA - Community Redevelopment Authority/Agency EDA - Economic Development Authority EDC - Economic Development Corp. EDR - Economic Development Revenue ETM - Escrow to Maturity FGIC - Financial Guaranty Insurance Co. FHA - Federal Housing Authority/Agency FNMA - Federal National Mortgage Association FSA - Financial Security Assurance Inc. GARBS - General Airport Revenue Bonds GNMA - Government National Mortgage Association GO - General Obligation HDA - Housing Development Authority/Agency HDC - Housing Development Corp. HFA - Housing Finance Authority/Agency HFAR - Housing Finance Authority Revenue HFC - Housing Finance Corp. IDA - Industrial Development Authority/Agency IDAR - Industrial Development Authority Revenue IDB - Industrial Development Bond/Board IDR - Industrial Development Revenue ISD - Independent School District MBIA - Municipal Bond Investors Assurance Corp. MF - Multi-Family MFHR - Multi-Family Housing Revenue MFMR - Multi-Family Mortgage Revenue MFR - Multi-Family Revenue PBA - Public Building Authority PCFA - Pollution Control Financing Authority PCR - Pollution Control Revenue PFAR - Public Financing Authority Revenue SF - Single Family SFHR - Single Family Housing Revenue SFM - Single Family Mortgage SFMR - Single Family Mortgage Revenue SFR - Single Family Revenue VHA - Volunteer Hospital of America XLCA - XL Capital Assurance 170 | Annual Report Franklin Tax-Free Trust REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE BOARD OF TRUSTEES AND SHAREHOLDERS OF FRANKLIN TAX-FREE TRUST In our opinion, the accompanying statements of assets and liabilities, including the statements of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Franklin Alabama Tax-Free Income Fund, Franklin Florida Tax-Free Income Fund, Franklin Georgia Tax-Free Income Fund, Franklin Kentucky Tax-Free Income Fund, Franklin Louisiana Tax-Free Income Fund, Franklin Maryland Tax-Free Income Fund, Franklin Missouri Tax-Free Income Fund, Franklin North Carolina Tax-Free Income Fund, Franklin Virginia Tax-Free Income Fund (separate portfolios of Franklin Tax-Free Trust), hereafter referred to as the "Funds") at February 28, 2009, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Funds' management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2009 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP San Francisco, California April 17, 2009 Annual Report | 171 Franklin Tax-Free Trust TAX DESIGNATION (UNAUDITED) Under Section 852(b)(5)(A) of the Internal Revenue Code (Code), the Funds designate 100% of the distributions paid from net investment income as exempt-interest dividends for the fiscal year ended February 28, 2009. A portion of the Funds' exempt-interest dividends may be subject to the federal alternative minimum tax. In January 2010, shareholders will be notified of amounts for use in preparing their 2009 income tax returns. 172 | Annual Report Franklin Tax-Free Trust BOARD MEMBERS AND OFFICERS The name, year of birth and address of the officers and board members, as well as their affiliations, positions held with the Trust, principal occupations during the past five years and number of portfolios overseen in the Franklin Templeton Investments fund complex are shown below. Generally, each board member serves until that person's successor is elected and qualified. INDEPENDENT BOARD MEMBERS NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------- -------------- ------------------ ----------------------- ------------------------------------ HARRIS J. ASHTON (1932) Trustee Since 1984 136 Bar-S Foods (meat packing company). One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director of various companies; and FORMERLY, Director, RBC Holdings, Inc. (bank holding company) (until 2002); and President, Chief Executive Officer and Chairman of the Board, General Host Corporation (nursery and craft centers) (until 1998). ROBERT F. CARLSON (1928) Trustee Since 2007 113 None One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Retired; and FORMERLY, Vice President, senior member and President, Board of Administration, California Public Employees Retirement Systems (CALPERS) (1971 - 2008); member and Chairman of the Board, Sutter Community Hospitals; member, Corporate Board, Blue Shield of California; and Chief Counsel, California Department of Transportation. SAM GINN (1937) Trustee Since 2007 113 Chevron Corporation (global energy One Franklin Parkway company) and ICO Global San Mateo, CA 94403-1906 Communications (Holdings) Limited (satellite company). PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Private investor; and FORMERLY, Chairman of the Board, Vodafone AirTouch, PLC (wireless company); Chairman of the Board and Chief Executive Officer, AirTouch Communications (cellular communications) (1993-1998) and Pacific Telesis Groups (telephone holding company) (1988-1994). EDITH E. HOLIDAY (1952) Trustee Since 1998 136 Hess Corporation (exploration and One Franklin Parkway refining of oil and gas), H.J. Heinz San Mateo, CA 94403-1906 Company (processed foods and allied products), RTI International Metals, Inc. (manufacture and distribution of titanium), Canadian National Railway (railroad) and White Mountains Insurance Group, Ltd. (holding company). PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director or Trustee of various companies and trusts; and FORMERLY, Assistant to the President of the United States and Secretary of the Cabinet (1990-1993); General Counsel to the United States Treasury Department (1989-1990); and Counselor to the Secretary and Assistant Secretary for Public Affairs and Public Liaison - United States Treasury Department (1988-1989). Annual Report | 173 NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------- -------------- ------------------ ----------------------- ------------------------------------ FRANK W.T. LAHAYE (1929) Trustee Since 1984 113 Center for Creative Land Recycling One Franklin Parkway (brownfield redevelopment). San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: General Partner, Las Olas L.P. (Asset Management); and FORMERLY, Chairman, Peregrine Venture Management Company (venture capital). FRANK A. OLSON (1932) Trustee Since 2005 136 Hess Corporation (exploration and One Franklin Parkway refining of oil and gas) and San Mateo, CA 94403-1906 Sentient Jet (private jet service). PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Chairman Emeritus, The Hertz Corporation (car rental) (since 2000) (Chairman of the Board (1980-2000) and Chief Executive Officer (1977-1999)); and FORMERLY, Chairman of the Board, President and Chief Executive Officer, UAL Corporation (airlines). LARRY D. THOMPSON (1945) Trustee Since 2007 143 None One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Vice President - Government Affairs, General Counsel and Secretary, PepsiCo, Inc. (consumer products); and FORMERLY, Director, Delta Airlines (aviation) (2003-2005) and Providian Financial Corp. (credit card provider) (1997-2001); Senior Fellow of The Brookings Institution (2003-2004); Visiting Professor, University of Georgia School of Law (2004); and Deputy Attorney General, U.S. Department of Justice (2001-2003). JOHN B. WILSON (1959) Lead Trustee since 113 None One Franklin Parkway Independent 2007 and Lead San Mateo, CA 94403-1906 Trustee Independent Trustee since 2008 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: President and Founder, Hyannis Port Capital, Inc. (real estate and private equity investing); serves on private and non-profit boards; and FORMERLY, Chief Operating Officer and Executive Vice President, Gap, Inc. (retail) (1996-2000); Chief Financial Officer and Executive Vice President - Finance and Strategy, Staples, Inc. (office supplies) (1992-1996); Senior Vice President - Corporate Planning, Northwest Airlines, Inc. (airlines) (1990-1992); and Vice President and Partner, Bain & Company (consulting firm) (1986-1990). INTERESTED BOARD MEMBERS AND OFFICERS NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------- -------------- ------------------ ----------------------- ------------------------------------ **CHARLES B. JOHNSON (1933) Trustee and Since 1984 136 None One Franklin Parkway Chairman of San Mateo, CA 94403-1906 the Board PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Chairman of the Board, Member - Office of the Chairman and Director, Franklin Resources, Inc.; Director, Templeton Worldwide, Inc.; and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 42 of the investment companies in Franklin Templeton Investments. 174 | Annual Report NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------- -------------- ------------------ ----------------------- ------------------------------------ **GREGORY E. JOHNSON (1961) Trustee Since 2007 90 None One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director, President and Chief Executive Officer, Franklin Resources, Inc.; President, Templeton Worldwide, Inc.; Director, Templeton Asset Management Ltd.; and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 33 of the investment companies in Franklin Templeton Investments. SHEILA AMOROSO (1959) Vice President Since 2000 Not Applicable Not Applicable One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Vice President, Franklin Advisers, Inc.; and officer of eight of the investment companies in Franklin Templeton Investments. JENNIFER J. BOLT (1964) Chief Since December Not Applicable Not Applicable One Franklin Parkway Executive 2008 San Mateo, CA 94403-1906 Officer - Finance and Administration PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Executive Vice President - Operations and Technology, Franklin Resources, Inc.; Director, Templeton Global Advisors Limited; and officer and/or director, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments. RAFAEL R. COSTAS, JR. (1965) Vice President Since 2000 Not Applicable Not Applicable One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Vice President, Franklin Advisers, Inc.; and officer of eight of the investment companies in Franklin Templeton Investments. JAMES M. DAVIS (1952) Chief Chief Compliance Not Applicable Not Applicable One Franklin Parkway Compliance Officer since 2004 San Mateo, CA 94403-1906 Officer and and Vice Vice President President - - AML AML Compliance Compliance since 2006 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director, Global Compliance, Franklin Resources, Inc.; officer of some of the other subsidiaries of Franklin Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments; and FORMERLY, Director of Compliance, Franklin Resources, Inc. (1994-2001). Annual Report | 175 NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------- -------------- ------------------ ----------------------- ------------------------------------ LAURA F. FERGERSON (1962) Treasurer, Treasurer since Not Applicable Not Applicable One Franklin Parkway Chief Financial 2004, Chief San Mateo, CA 94403-1906 Officer and Financial Officer Chief and Chief Accounting Accounting Officer Officer since 2008 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Vice President, Franklin Templeton Services, LLC; officer of 46 of the investment companies in Franklin Templeton Investments; and FORMERLY, Director and member of Audit and Valuation Committees, Runkel Funds, Inc. (2003-2004); Assistant Treasurer of most of the investment companies in Franklin Templeton Investments (1997-2003); and Vice President, Franklin Templeton Services, LLC (1997-2003). DAVID P. GOSS (1947) Vice President Since 2000 Not Applicable Not Applicable One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Associate General Counsel, Franklin Templeton Investments; officer and/or director, as the case maybe, of some of the other subsidiaries of Franklin Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments. RUPERT H. JOHNSON, JR. (1940) President and President since Not Applicable Not Applicable One Franklin Parkway Chief 1993 and Chief San Mateo, CA 94403-1906 Executive Executive Officer Officer - - Investment Investment Management Management since 2002 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Vice Chairman, Member - Office of the Chairman and Director, Franklin Resources, Inc.; Director, Franklin Advisers, Inc. and Templeton Worldwide, Inc.; Senior Vice President, Franklin Advisory Services, LLC; and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 44 of the investment companies in Franklin Templeton Investments. KAREN L. SKIDMORE (1952) Vice President Since 2006 Not Applicable Not Applicable One Franklin Parkway and Secretary San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Associate General Counsel, Franklin Templeton Investments; and officer of 30 of the investment companies in Franklin Templeton Investments. 176 | Annual Report NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------- -------------- ------------------ ----------------------- ------------------------------------ CRAIG S. TYLE (1960) Vice President Since 2005 Not Applicable Not Applicable One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: General Counsel and Executive Vice President, Franklin Resources, Inc.; officer of some of the other subsidiaries of Franklin Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments; and FORMERLY, Partner, Shearman & Sterling, LLP (2004-2005); and General Counsel, Investment Company Institute (ICI) (1997-2004). THOMAS WALSH (1961) Vice President Since 2000 Not Applicable Not Applicable One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Vice President, Franklin Advisers, Inc.; and officer of eight of the investment companies in Franklin Templeton Investments. * We base the number of portfolios on each separate series of the U.S. registered investment companies within the Franklin Templeton Investments fund complex. These portfolios have a common investment manager or affiliated investment managers. ** Charles B. Johnson is considered to be an interested person of the Trust under the federal securities laws due to his position as officer and director and major shareholder of Franklin Resources, Inc. (Resources), which is the parent company of the Trust's investment manager and distributor. Gregory E. Johnson is considered to be an interested person of the Trust under the federal securities laws due to his position as an officer and director of Resources. Note 1: Charles B. Johnson and Rupert H. Johnson, Jr. are brothers and the father and uncle, respectively, of Gregory E. Johnson and Jennifer J. Bolt. Note 2: Officer information is current as of the date of this report. It is possible that after this date, information about officers may change. THE SARBANES-OXLEY ACT OF 2002 AND RULES ADOPTED BY THE SECURITIES AND EXCHANGE COMMISSION REQUIRE THE FUND TO DISCLOSE WHETHER THE FUND'S AUDIT COMMITTEE INCLUDES AT LEAST ONE MEMBER WHO IS AN AUDIT COMMITTEE FINANCIAL EXPERT WITHIN THE MEANING OF SUCH ACT AND RULES. THE FUND'S BOARD HAS DETERMINED THAT THERE IS AT LEAST ONE SUCH FINANCIAL EXPERT ON THE AUDIT COMMITTEE AND HAS DESIGNATED JOHN B. WILSON AS ITS AUDIT COMMITTEE FINANCIAL EXPERT. THE BOARD BELIEVES THAT MR. WILSON QUALIFIES AS SUCH AN EXPERT IN VIEW OF HIS EXTENSIVE BUSINESS BACKGROUND AND EXPERIENCE, INCLUDING SERVICE AS CHIEF FINANCIAL OFFICER OF STAPLES, INC. FROM 1992 TO 1996. MR. WILSON HAS BEEN A MEMBER AND CHAIRMAN OF THE FUND'S AUDIT COMMITTEE SINCE 2007. AS A RESULT OF SUCH BACKGROUND AND EXPERIENCE, THE BOARD BELIEVES THAT MR. WILSON HAS ACQUIRED AN UNDERSTANDING OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND FINANCIAL STATEMENTS, THE GENERAL APPLICATION OF SUCH PRINCIPLES IN CONNECTION WITH THE ACCOUNTING ESTIMATES, ACCRUALS AND RESERVES, AND ANALYZING AND EVALUATING FINANCIAL STATEMENTS THAT PRESENT A BREADTH AND LEVEL OF COMPLEXITY OF ACCOUNTING ISSUES GENERALLY COMPARABLE TO THOSE OF THE FUND, AS WELL AS AN UNDERSTANDING OF INTERNAL CONTROLS AND PROCEDURES FOR FINANCIAL REPORTING AND AN UNDERSTANDING OF AUDIT COMMITTEE FUNCTIONS. MR. WILSON IS AN INDEPENDENT BOARD MEMBER AS THAT TERM IS DEFINED UNDER THE RELEVANT SECURITIES AND EXCHANGE COMMISSION RULES AND RELEASES. THE STATEMENT OF ADDITIONAL INFORMATION (SAI) INCLUDES ADDITIONAL INFORMATION ABOUT THE BOARD MEMBERS AND IS AVAILABLE, WITHOUT CHARGE, UPON REQUEST. SHAREHOLDERS MAY CALL (800) DIAL BEN/(800) 342-5236 TO REQUEST THE SAI. Annual Report | 177 Franklin Tax-Free Trust SHAREHOLDER INFORMATION BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT At a meeting held February 24, 2009, the Board of Trustees (Board), including a majority of non-interested or independent Trustees, approved renewal of the investment management agreement for each of the separate tax-exempt funds within the Trust (Fund(s)). In reaching this decision, the Board took into account information furnished throughout the year at regular Board meetings, as well as information prepared specifically in connection with the annual renewal review process. Information furnished and discussed throughout the year included investment performance reports and related financial information for each Fund, as well as periodic reports on shareholder services, legal, compliance, pricing, and other services provided by the Investment Manager (Manager) and its affiliates. Information furnished specifically in connection with the renewal process included a report for each Fund prepared by Lipper, Inc. (Lipper), an independent organization, as well as additional material, including a Fund profitability analysis report prepared by management. The Lipper reports compared each Fund's investment performance and expenses with those of other mutual funds deemed comparable to the Fund as selected by Lipper. The Fund profitability analysis report discussed the profitability to Franklin Templeton Investments from its overall U.S. fund operations, as well as on an individual fund-by-fund basis. Included with such profitability analysis report was information on a fund-by-fund basis listing portfolio managers and other accounts they manage, as well as information on management fees charged by the Manager and its affiliates including management's explanation of differences where relevant and a three-year expense analysis with an explanation for any increase in expense ratios. Additional material accompanying such report was a memorandum prepared by management describing project initiatives and capital investments relating to the services provided to the Funds by the Franklin Templeton Investments organization, as well as a memorandum relating to economies of scale and a comparative analysis concerning transfer agent fees charged each Fund. Such material also discussed some of the actions taken by management in coping with problems arising out of the past year's financial upheaval. In considering such materials, the independent Trustees received assistance and advice from and met separately with independent counsel. While the investment management agreements for all Funds were considered at the same Board meeting, the Board dealt with each Fund separately. In approving continuance of the investment management agreement for each Fund, the Board, including a majority of independent Trustees, determined that the existing management fee structure was fair and reasonable and that continuance of the investment management agreement was in the best interests of each Fund and its shareholders. While attention was given to all information furnished, the following discusses some primary factors relevant to the Board's decision. NATURE, EXTENT AND QUALITY OF SERVICES. The Board was satisfied with the nature and quality of the overall services provided by the Manager and its affiliates to the Funds and their shareholders. In addition to investment performance and expenses discussed later, the Board's opinion was based, in part, upon periodic reports furnished it showing that the investment policies and restrictions for each Fund were consistently complied with as well as other reports periodically furnished the Board covering matters such as the compliance of portfolio managers and other 178 | Annual Report Franklin Tax-Free Trust SHAREHOLDER INFORMATION (CONTINUED) BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) management personnel with the code of ethics adopted throughout the Franklin Templeton fund complex, the adherence to fair value pricing procedures established by the Board, and the accuracy of net asset value calculations. The Board also noted the extent of benefits provided Fund shareholders from being part of the Franklin Templeton family of funds, including the right to exchange investments between the same class of funds without a sales charge, the ability to reinvest Fund dividends into other funds and the right to combine holdings in other funds to obtain a reduced sales charge. Favorable consideration was given to management's continuous efforts and expenditures in establishing back-up systems and recovery procedures to function in the event of a natural disaster, it being noted that such systems and procedures had functioned smoothly during the Florida hurricanes and blackouts experienced in recent years. Consideration was also given to the experience of each Fund's portfolio management team, the number of accounts managed and general method of compensation. In this latter respect, the Board noted that a primary factor in management's determination of a portfolio manager's bonus compensation was the relative investment performance of the funds he or she managed and that a portion of such bonus was required to be invested in a predesignated list of funds within such person's fund management area so as to be aligned with the interests of Fund shareholders. The Board also took into account the quality of transfer agent and shareholder services provided Fund shareholders by an affiliate of the Manager, noting continuing expenditures by management to increase and improve the scope of such services, periodic favorable reports on such service conducted by third parties, and the continuous enhancements to and high industry ranking given the Franklin Templeton website. Particular attention was given to the overall performance and actions taken by the Manager and its affiliates in response to problems arising out of the market turmoil and financial crisis experienced during the past year. In this respect, the Board noted that management's independent credit analysis and diligent risk management procedures had minimized exposure of funds within the Franklin Templeton complex to subprime mortgages and that its continuous monitoring of counterparty credit risk had limited fund exposure to firms experiencing financial difficulties like Bear Stearns and AIG. The same type of conservative approach and attention to risk had also prevented any structured investment products or other volatile instruments from being held in the portfolios of any of the money market funds within the Franklin Templeton complex, including the sweep money fund utilized by many of the funds as part of their cash management. The Board also took into account, among other things, management's efforts in establishing a $725 million global credit facility for the benefit of the Funds and other accounts managed by Franklin Templeton Investments to provide a source of cash for temporary and emergency purposes or to meet unusual redemption requests as well as the strong financial position of the Manager's parent company and its commitment to the mutual fund business. The Board also noted that during the past year Franklin Templeton Investments, like many other fund managers, had announced a hiring freeze and implemented employee reductions and the Board discussed with management the nature of such reductions and steps being taken to minimize any negative impact on the nature and quality of services being provided the Funds. Annual Report | 179 Franklin Tax-Free Trust SHAREHOLDER INFORMATION (CONTINUED) BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) INVESTMENT PERFORMANCE. The Board placed significant emphasis on the investment performance of each Fund in view of its importance to shareholders. While consideration was given to performance reports and discussions with portfolio managers at Board meetings throughout the year, particular attention in assessing performance was given to the Lipper reports furnished for the agreement renewals. The Lipper report prepared for each individual Fund showed its investment performance or those of its Class A shares for a Fund having multiple share classes, in comparison to a performance universe selected by Lipper. Comparative performance for each Fund was shown for the one-year period ended December 31, 2008, and for additional periods ended that date up to 10 years depending on when a particular Fund commenced operations. Investment performance was shown on an income return basis, as well as a total return basis for each Fund. The Lipper reports showed that the income return for each Fund was above the median of its Lipper universe for the one-year period with most being in the highest or second-highest quintile of their Lipper universe for the previous three-, five- and 10-year periods as well. The Lipper reports showed the total return for most such Funds to be above the median of their performance universe during 2008 with the majority being in the first or second-highest quintile of their performance universe during the previous three-, five- and 10-year periods on an annualized basis. The Board expressed satisfaction with such performance, noting that the investment objective of each of the Funds is to obtain a high level of tax-exempt income. COMPARATIVE EXPENSES. Consideration was given to the management fee and total expense ratios of each Fund in comparison with those of a group of funds selected by Lipper as its appropriate Lipper expense group. Lipper expense data is based upon historical information taken from each Fund's most recent annual report and, as a result of the severe decline in mutual fund industry assets during the last quarter of 2008, is based on asset levels that are higher than the levels currently existing for most funds. While recognizing the limitations inherent in Lipper's methodology and recognizing that current expense ratios may increase as assets decline, the Board believed that the independent analysis conducted by Lipper remained an appropriate measure of comparative expenses. In reviewing comparative costs, Lipper provides information on each Fund's contractual investment management fee in comparison with the contractual investment management fee that would have been charged by other funds within its Lipper expense group assuming they were similar in size to the Fund, as well as the actual total expenses of the Fund in comparison with those of its Lipper expense group. The Lipper contractual investment management fee analysis includes an administrative charge as being part of the investment management fee, and total expenses, for comparative consistency, are shown by Lipper for Fund Class A shares for Funds having multiple share classes. The Lipper reports showed that the contractual investment management fee rates for each Fund were at or below the median of their respective Lipper expense groups, with the exception of Franklin Kentucky Tax-Free Income Fund whose fee rate was less than three basis points above its expense group median. The Lipper reports further showed that the actual total expense rates for all Funds were below the medians of their respective Lipper expense groups. Based on the above, the Board was satisfied with the investment management fee and total expenses of each Fund in comparison to its Lipper expense group as shown in the Lipper reports. 180 | Annual Report Franklin Tax-Free Trust SHAREHOLDER INFORMATION (CONTINUED) BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) MANAGEMENT PROFITABILITY. The Board also considered the level of profits realized by the Manager and its affiliates in connection with the operation of each Fund. In this respect, the Board reviewed the Fund profitability analysis that addresses the overall profitability of Franklin Templeton's U.S. fund business, as well as its profits in providing management and other services to each of the individual Funds during the 12-month period ended September 30, 2008, being the most recent fiscal year-end for Franklin Resources, Inc., the Manager's parent. During such period, the assets of the Franklin Templeton U.S. fund business were significantly higher than currently existing, and to such extent the profitability analysis does not reflect current fund operations. While taking this into account in assessing the significance of the Fund profitability analysis, the Board recognized such analysis was made at a given point in time and that the decline in assets and effect on profitability would be reflected in the profitability analysis covering Franklin Resources' 2009 fiscal year period. In reviewing the analysis, attention was given to the methodology followed in allocating costs to each Fund, it being recognized that allocation methodologies are inherently subjective and various allocation methodologies may each be reasonable while producing different results. In this respect, the Board noted that while being continuously refined and reflecting changes in the Manager's own cost accounting, such allocation methodology was consistent with that followed in profitability report presentations for the Funds made in prior years and that the Funds' independent registered public accounting firm had been engaged by the Manager to perform certain procedures on a biennial basis, specified and approved by the Manager and the Funds' Board solely for their purposes and use in reference to the profitability analysis. In reviewing and discussing such analysis, management discussed with the Board its belief that costs incurred in establishing the infrastructure necessary for the type of mutual fund operations conducted by the Manager and its affiliates may not be fully reflected in the expenses allocated to each Fund in determining its profitability, as well as the fact that the level of profits, to a certain extent, reflected operational cost savings and efficiencies initiated by management. The Board also took into account management's expenditures in improving shareholder services provided the Funds, as well as the need to meet additional regulatory and compliance requirements resulting from the Sarbanes-Oxley Act and recent SEC and other regulatory requirements. In addition, the Board considered a third-party study comparing the profitability of the Manager's parent on an overall basis as compared to other publicly held managers broken down to show profitability from management operations exclusive of distribution expenses, as well as profitability including distribution expenses. The Board also considered the extent to which the Manager and its affiliates might derive ancillary benefits from fund operations, including its interest in a joint venture entity that financed up-front commissions paid to brokers/dealers who sold fund Class B shares prior to February 2005 when the offering of such shares was discontinued. Based upon its consideration of all these factors, the Board determined that the level of profits realized by the Manager and its affiliates from providing services to each Fund was not excessive in view of the nature, quality and extent of services provided. Annual Report | 181 Franklin Tax-Free Trust SHAREHOLDER INFORMATION (CONTINUED) BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) ECONOMIES OF SCALE. The Board also considered whether economies of scale are realized by the Manager as the Funds grow larger and the extent to which this is reflected in the level of management fees charged. While recognizing any precise determination is inherently subjective, the Board noted that based upon the Fund profitability analysis, it appears that as some Funds get larger, at some point economies of scale do result in the Manager realizing a larger profit margin on management services provided such Fund. The Board also noted that any economies of scale are shared with each of these Funds and their shareholders through management fee breakpoints existing in each of the Funds' investment management agreements, so that as a Fund grows in size, its effective management fee rate declines. The fee structure under the investment management agreement with each Fund provides an initial fee of 0.625% on the first $100 million of assets; 0.5% on the next $150 million of assets; 0.45% on assets in excess of $250 million; with additional breakpoints beginning at 0.44% on assets in excess of $7.5 billion and continuing thereafter. In reviewing such structure, management stated its belief that this fee structure reaches a relatively low rate quickly as a Fund grows and that such low rate, in effect, reflects anticipated economies of scale as a Fund's assets increase. In support of such position, management pointed out the favorable effective management fee and total expense comparisons for each Fund within its Lipper expense group as previously discussed under "Comparative Expenses." The Board believed that to the extent economies of scale may be realized by the Manager and its affiliates, the schedule of fees under the investment management agreement for each Fund provided a sharing of benefits with the Fund and its shareholders. PROXY VOTING POLICIES AND PROCEDURES The Trust's investment manager has established Proxy Voting Policies and Procedures (Policies) that the Trust uses to determine how to vote proxies relating to portfolio securities. Shareholders may view the Trust's complete Policies online at franklintempleton.com. Alternatively, shareholders may request copies of the Policies free of charge by calling the Proxy Group collect at (954) 527-7678 or by sending a written request to: Franklin Templeton Companies, LLC, 500 East Broward Boulevard, Suite 1500, Fort Lauderdale, FL 33394, Attention: Proxy Group. Copies of the Trust's proxy voting records are also made available online at franklintempleton.com and posted on the U.S. Securities and Exchange Commission's website at sec.gov and reflect the most recent 12-month period ended June 30. QUARTERLY STATEMENT OF INVESTMENTS The Trust files a complete statement of investments with the U.S. Securities and Exchange Commission for the first and third quarters for each fiscal year on Form N-Q. Shareholders may view the filed Form N-Q 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. 182 | Annual Report This page intentionally left blank. This page intentionally left blank. Literature Request LITERATURE REQUEST. TO RECEIVE A BROCHURE AND PROSPECTUS, PLEASE CALL US AT (800) DIAL BEN/(800) 342-5236 OR VISIT franklintempleton.com. INVESTORS SHOULD CAREFULLY CONSIDER A FUND'S INVESTMENT GOALS, RISKS, CHARGES AND EXPENSES BEFORE INVESTING. THE PROSPECTUS CONTAINS THIS AND OTHER INFORMATION. PLEASE CAREFULLY READ THE PROSPECTUS BEFORE INVESTING. TO ENSURE THE HIGHEST QUALITY OF SERVICE, WE MAY MONITOR, RECORD AND ACCESS TELEPHONE CALLS TO OR FROM OUR SERVICE DEPARTMENTS. THESE CALLS CAN BE IDENTIFIED BY THE PRESENCE OF A REGULAR BEEPING TONE. FRANKLIN TEMPLETON FUNDS VALUE Franklin All Cap Value Fund Franklin Balance Sheet Investment Fund Franklin Large Cap Value Fund Franklin MicroCap Value Fund(1) Franklin MidCap Value Fund Franklin Small Cap Value Fund Mutual Beacon Fund Mutual Qualified Fund Mutual Recovery Fund(2) Mutual Shares Fund BLEND Franklin Focused Core Equity Fund Franklin Large Cap Equity Fund Franklin Rising Dividends Fund GROWTH Franklin Capital Growth Fund(1) Franklin Flex Cap Growth Fund Franklin Growth Fund Franklin Growth Opportunities Fund(3) Franklin Small Cap Growth Fund(4) Franklin Small-Mid Cap Growth Fund SECTOR Franklin Biotechnology Discovery Fund Franklin DynaTech Fund Franklin Global Real Estate Fund Franklin Gold and Precious Metals Fund Franklin Natural Resources Fund Franklin Real Estate Securities Fund Franklin Utilities Fund Mutual Financial Services Fund GLOBAL Mutual Discovery Fund Templeton Global Long-Short Fund Templeton Global Opportunities Trust Templeton Global Smaller Companies Fund Templeton Growth Fund Templeton World Fund INTERNATIONAL Franklin India Growth Fund Franklin International Growth Fund Franklin International Small Cap Growth Fund Mutual European Fund Templeton BRIC Fund Templeton China World Fund Templeton Developing Markets Trust Templeton Emerging Markets Small Cap Fund Templeton Foreign Fund Templeton Foreign Smaller Companies Fund Templeton Frontier Markets Fund HYBRID Franklin Balanced Fund Franklin Convertible Securities Fund Franklin Equity Income Fund Franklin Income Fund Templeton Income Fund ASSET ALLOCATION Franklin Templeton Corefolio(R) Allocation Fund Franklin Templeton Founding Funds Allocation Fund Franklin Templeton Perspectives Allocation Fund Franklin Templeton Conservative Target Fund Franklin Templeton Growth Target Fund Franklin Templeton Moderate Target Fund Franklin Templeton 2015 Retirement Target Fund Franklin Templeton 2025 Retirement Target Fund Franklin Templeton 2035 Retirement Target Fund Franklin Templeton 2045 Retirement Target Fund FIXED INCOME Franklin Adjustable U.S. Government Securities Fund(5) Franklin Floating Rate Daily Access Fund Franklin High Income Fund Franklin Limited Maturity U.S. Government Securities Fund(5) Franklin Low Duration Total Return Fund Franklin Real Return Fund Franklin Strategic Income Fund Franklin Strategic Mortgage Portfolio Franklin Templeton Hard Currency Fund Franklin Total Return Fund Franklin U.S. Government Securities Fund(5) Templeton Global Bond Fund Templeton Global Total Return Fund Templeton International Bond Fund TAX-FREE INCOME(6) NATIONAL FUNDS Double Tax-Free Income Fund Federal Tax-Free Income Fund High Yield Tax-Free Income Fund Insured Tax-Free Income Fund(7) LIMITED-/INTERMEDIATE-TERM FUNDS California Intermediate-Term Tax-Free Income Fund Federal Intermediate-Term Tax-Free Income Fund Federal Limited-Term Tax-Free Income Fund New York Intermediate-Term Tax-Free Income Fund STATE-SPECIFIC Alabama Arizona California (8) Colorado Connecticut Florida Georgia Kentucky Louisiana Maryland Massachusetts (7) Michigan(7) Minnesota (7) Missouri New Jersey New York (8) North Carolina Ohio(7) Oregon Pennsylvania Tennessee Virginia INSURANCE FUNDS Franklin Templeton Variable Insurance Products Trust (9) (1.) The fund is closed to new investors. Existing shareholders and select retirement plans can continue adding to their accounts. (2.) The fund is a continuously offered, closed-end fund. Shares may be purchased daily; there is no daily redemption. However, each quarter, pending board approval, the fund will authorize the repurchase of 5%-25% of the outstanding number of shares. Investors may tender all or a portion of their shares during the tender period. (3.) Effective 11/1/07, Franklin Aggressive Growth Fund changed its name to Franklin Growth Opportunities Fund. The fund's investment goal and strategy remained the same. (4.) Effective 3/31/08, Franklin Small Cap Growth Fund II changed its name to Franklin Small Cap Growth Fund. The fund's investment goal and strategy remained the same. (5.) An investment in the fund is neither insured nor guaranteed by the U.S. government or by any other entity or institution. (6.) For investors subject to the alternative minimum tax, a small portion of fund dividends may be taxable. Distributions of capital gains are generally taxable. (7.) The fund invests primarily in insured municipal securities. (8.) These funds are available in four or more variations, including long-term portfolios, intermediate-term portfolios, portfolios of insured securities, a high-yield portfolio (CA only) and money market portfolios. (9.) The funds of the Franklin Templeton Variable Insurance Products Trust are generally available only through insurance company variable contracts. 12/08 Not part of the annual report (FRANKLIN TEMPLETON INVESTMENTS(R) LOGO) One Franklin Parkway San Mateo, CA 94403-1906 SIGN UP FOR EDELIVERY Log onto franklintempleton.com and click "My Profile" ANNUAL REPORT AND SHAREHOLDER LETTER FRANKLIN TAX-FREE TRUST INVESTMENT MANAGER Franklin Advisers, Inc. DISTRIBUTOR Franklin Templeton Distributors, Inc. (800) DIAL BEN(R) franklintempleton.com SHAREHOLDER SERVICES (800) 632-2301 Authorized for distribution only when accompanied or preceded by a prospectus. Investors should carefully consider a fund's investment goals, risks, charges and expenses before investing. The prospectus contains this and other information; please read it carefully before investing. To ensure the highest quality of service, telephone calls to or from our service departments may be monitored, recorded and accessed. These calls can be identified by the presence of a regular beeping tone. TF2 A2009 04/09 (GRAPHIC) FEBRUARY 28, 2009 ANNUAL REPORT AND SHAREHOLDER LETTER Franklin Arizona Tax-Free Income Fund Franklin Colorado Tax-Free Income Fund Franklin Connecticut Tax-Free Income Fund Franklin Double Tax-Free Income Fund Franklin Federal Intermediate-Term Tax-Free Income Fund Franklin Federal Limited-Term Tax-Free Income Fund Franklin High Yield Tax-Free Income Fund Franklin New Jersey Tax-Free Income Fund Franklin Oregon Tax-Free Income Fund Franklin Pennsylvania Tax-Free Income Fund SIGN UP FOR EDELIVERY Log onto FRANKLINTEMPLETON.COM and click "My Profile" TAX-FREE INCOME FRANKLIN TAX-FREE TRUST (FRANKLIN TEMPLETON INVESTMENTS(R) LOGO) FRANKLIN - Templeton - Mutual Series Franklin Templeton Investments GAIN FROM OUR PERSPECTIVE(R) Franklin Templeton's distinct multi-manager structure combines the specialized expertise of three world-class investment management groups--Franklin, Templeton and Mutual Series. SPECIALIZED EXPERTISE Each of our portfolio management groups operates autonomously, relying on its own research and staying true to the unique investment disciplines that underlie its success. FRANKLIN. Founded in 1947, Franklin is a recognized leader in fixed income investing and also brings expertise in growth- and value-style U.S. equity investing. TEMPLETON. Founded in 1940, Templeton pioneered international investing and, in 1954, launched what has become the industry's oldest global fund. Today, with offices in over 25 countries, Templeton offers investors a truly global perspective. MUTUAL SERIES. Founded in 1949, Mutual Series is dedicated to a unique style of value investing, searching aggressively for opportunity among what it believes are undervalued stocks, as well as arbitrage situations and distressed securities. TRUE DIVERSIFICATION Because our management groups work independently and adhere to different investment approaches, Franklin, Templeton and Mutual Series funds typically have distinct portfolios. That's why our funds can be used to build truly diversified allocation plans covering every major asset class. RELIABILITY YOU CAN TRUST At Franklin Templeton Investments, we seek to consistently provide investors with exceptional risk-adjusted returns over the long term, as well as the reliable, accurate and personal service that has helped us become one of the most trusted names in financial services. MUTUAL FUNDS | RETIREMENT PLANS | 529 COLLEGE SAVINGS PLANS | SEPARATE ACCOUNTS (GRAPHIC) Not part of the annual report Contents SHAREHOLDER LETTER ....................................................... 1 ANNUAL REPORT Municipal Bond Market Overview ........................................... 4 Investment Strategy and Manager's Discussion ............................. 6 Franklin Arizona Tax-Free Income Fund .................................... 7 Franklin Colorado Tax-Free Income Fund ................................... 17 Franklin Connecticut Tax-Free Income Fund ................................ 26 Franklin Double Tax-Free Income Fund ..................................... 34 Franklin Federal Intermediate-Term Tax-Free Income Fund .................. 42 Franklin Federal Limited-Term Tax-Free Income Fund ....................... 51 Franklin High Yield Tax-Free Income Fund ................................. 57 Franklin New Jersey Tax-Free Income Fund ................................. 67 Franklin Oregon Tax-Free Income Fund ..................................... 78 Franklin Pennsylvania Tax-Free Income Fund ............................... 86 Financial Highlights and Statements of Investments ....................... 95 Financial Statements ..................................................... 207 Notes to Financial Statements ............................................ 220 Report of Independent Registered Public Accounting Firm .................. 239 Tax Designation .......................................................... 240 Board Members and Officers ............................................... 241 Shareholder Information .................................................. 246 Shareholder Letter Dear Shareholder: The 12-month period ended February 28, 2009, was an extraordinary and stressful time for investors and those of us who have worked in financial markets for many years. During this turbulent period, the U.S. recession deepened, credit markets froze and housing prices plummeted. Most stocks and bonds suffered major losses as investors worried about an uncertain future. With a new president, Barack Obama, the country and the financial markets were eager to see how effectively the government could address these problems. Although this environment is bound to provoke great concern, we think it is important to put short-term market developments in perspective. Keep in mind that as daunting as current conditions may be, we have navigated through other periods of high market volatility and remain committed to our long-term perspective and disciplined investment philosophy. With the economy officially in recession since December 2007, economic growth contracted during the 12-month reporting period. The national housing market continued its severe correction with drops in housing starts and prices. The Conference Board's Consumer Confidence Index dropped to the lowest level since it began in 1967. The unemployment rate rose from 4.8% to 8.1% over the 12-month period.(1) In response to these economic conditions, the Federal Open Market Committee lowered the federal funds target rate from 3.00% at the beginning of the period to a range of 0% to 0.25% by period-end. The Federal Reserve Board's (Fed's) current challenge is to soften the effects of the economic recession, reduce deflation risks and maintain a healthy financial system to restart lending throughout the economy. At period-end, the Fed did not seem to regard inflation as an immediate threat. The Fed and the U.S. Treasury also continued to take steps they thought were necessary to preserve the integrity of U.S. and global financial markets. (1.) Source: Bureau of Labor Statistics. NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE Not part of the annual report | 1 It was the freezing of credit and financial markets in the U.S. and the rest of the world that was the dominant -- and still developing -- story. Despite various attempts by the Fed and the Treasury Department to inject liquidity into the system and "rescue" such companies as Bear Stearns, Fannie Mae, Freddie Mac, Merrill Lynch and American International Group, fears and concerns about the health of our major financial institutions created a crisis on Wall Street that we believe has not been seen since the 1930s. These fears intensified when Lehman Brothers filed for bankruptcy in September 2008. In early October the Senate and House approved a modified troubled asset relief plan, or TARP, providing aid for financial institutions. As the crisis of confidence and credit freeze spread around the world, many other countries and central banks took measures to promote liquidity and help financial institutions within their own borders. The U.S. government took additional steps to prevent a worsening of the economic situation, including the provision of loans to General Motors and Chrysler, which allowed them to develop restructuring plans and avoid bankruptcy in the near term. Largely in reaction to financial market upheaval, the 10-year Treasury yield experienced considerable volatility and declined from 3.53% to 3.02% over the period, reflecting a "flight to quality" by investors the world over. On February 17, 2009, President Obama signed into law a $787 billion stimulus plan known as the American Recovery and Reinvestment Act of 2009, which, at the least, is expected by many to cushion the effects of the ongoing recession for taxpayers, consumers, businesses, and state and local governments. At most, others expect the Act will end the recession and promote renewed growth. Almost every major market experienced unusually volatile performance during the reporting period. The municipal bond market, as measured by the Barclays Capital (BC; formerly, Lehman Brothers) Municipal Bond Index, lost value in the second half of 2008 but rebounded in 2009. The index returned +5.18% for the 12-month review period.(2) Long-term municipal bonds, which generally make up the majority of our portfolios, had a -0.61% return for the same period.(3) We believe it is especially important during difficult times to keep a clear head and long-term outlook and to consult with your financial advisor. Your financial advisor can review your portfolio and help you reassess your needs, goals and (2.) Source: (C) 2009 Morningstar. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. All bonds included have a minimum credit rating of at least Baa3/BBB-. They must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be dated after 12/31/90, and must be at least one year from their maturity date. Remarketed issues, taxable municipal bonds, bonds with floating rates and derivatives are excluded from the index. The index has four main bond sectors: general obligation, revenue, insured and prerefunded. (3.) Source: (C) 2009 Morningstar. The BC Municipal Long Bond Index is the long (22+ years) component of the BC Municipal Bond Index. 2 | Not part of the annual report risk tolerance. Investors with discipline and a sound investment plan may find favorable long-term opportunities when markets decline. In the enclosed annual report for Franklin Tax-Free Trust, the portfolio managers discuss municipal bond market conditions, investment decisions and Fund performance during the period. You can also find other performance data and financial information. Please remember that all securities markets fluctuate, as do mutual fund share prices. Municipal bonds provide tax-free income and diversification from equities. Despite periods of volatility, municipal bonds have a solid long-term record of performance, driven mostly by their income component. Please check our website at FRANKLINTEMPLETON.COM for special portfolio manager commentary during this period of uncertainty. Although market conditions are constantly changing, we remain committed to our disciplined strategy as we manage the Funds, keeping in mind the trust you have placed in us. We appreciate your confidence and encourage you to contact us when you have questions about your Franklin Templeton tax-free investment. Sincerely, /s/ Charles B. Johnson Charles B. Johnson Chairman Franklin Tax-Free Trust /s/ Sheila Amoroso Sheila Amoroso /s/ Rafael R. Costas Jr. Rafael R. Costas Jr. Senior Vice Presidents and Co-Directors Franklin Municipal Bond Department THIS LETTER REFLECTS OUR ANALYSIS AND OPINIONS AS OF FEBRUARY 28, 2009. 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. Not part of the annual report | 3 Annual Report Municipal Bond Market Overview The year ended February 28, 2009, was highly unusual for the municipal bond market. Municipal bonds provide investors with tax-free income and historically have been a relatively stable, low-volatility investment. Municipal bond funds have also provided portfolio diversification, helping offset the volatility of higher risk asset classes, such as equities and many other fixed income securities. For the 12-month period ended February 28, 2009, the Barclays Capital (BC; formerly, Lehman Brothers) Municipal Bond Index had a +5.18% total return compared with the +5.91% return of the BC U.S. Treasury Index.(1) However, the year under review certainly could not be described as stable or low volatility for the municipal bond market. The municipal bond market's problems started with the collapse of a few leveraged hedge funds, whose strategy was mainly focused on leveraging exposure to subprime mortgage-related collateralized debt obligations (CDOs). The damaging effects from such subprime-related exposure rapidly spread to other markets. The falling prices of the CDOs, due to illiquidity and increased expectations for mortgage defaults, led credit rating agencies to downgrade financial guaranty companies early in 2008. In 2008, the four major municipal insurers, AMBAC, MBIA, FGIC and FSA, had been insuring nearly half of new-issue municipal bonds and had maintained AAA ratings for many years. Although historically they had been very good risk managers, during 2008 these insurers were downgraded below AAA. The downgrades initially did not concern us because many of the issuers that used insurance were of high quality, and investment-grade municipal bonds had a historical default rate of less than 1%.(2) However, the downgrades shocked the market and caused problems for hedge funds and other leveraged market (1.) Source: (C) 2009 Morningstar. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. All bonds included have a minimum credit rating of at least Baa3/BBB-. They must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be dated after 12/31/90, and must be at least one year from their maturity date. Remarketed issues, taxable municipal bonds, bonds with floating rates and derivatives are excluded from the index. The index has four main bond sectors: general obligation, revenue, insured and prerefunded. The BC U.S. Treasury Index includes public obligations of the U.S. Treasury with a remaining maturity of one year or more. All issues must have at least one year to final maturity regardless of call features, have at least $250 million par amount outstanding and be rated investment grade (Baa3 or better). They must also be dollar denominated, nonconvertible and publicly issued. (2.) Source: Standard & Poor's, "U.S. Municipal Ratings Transitions and Defaults, 1986-2009," RATINGSDIRECT, 3/11/09. 4 | Annual Report participants. As insured bonds declined in value during 2008, many hedge funds that had built up large municipal bond positions were forced to sell their insured bonds. This resulted in a significant supply/demand imbalance, and the value of insured bonds continued to plummet. Historically, insured bonds traded at higher prices than uninsured bonds; however, the value of insurance eroded considerably. At the same time, the auction rate securities market collapsed. Although traditional, non-leveraged mutual funds, retail buyers and property-and-casualty companies continued to support the market, the selling was overwhelming and caused some of the municipal bond market's worst performance in its history. The municipal bond market stabilized through the spring and summer of 2008. Unfortunately, during this time the credit crisis started to spread across the globe and no market was spared, except for Treasuries. Market psychology turned bearish as the credit crunch took hold. Access to credit was effectively shut down for close to a month, which spurred the Treasury and Federal Reserve Board to devise plans to ease the credit crisis. September and October brought trends similar to those early in the period. The municipal bond market had even fewer buyers, mostly plain vanilla mutual funds and individual investors. Once again, selling by hedge funds and leveraged investors meeting redemptions was overwhelming and caused steep price declines. The leveraged participants had used a strategy focused on long-maturity bonds, and as they sold these positions, the long end of the yield curve was most adversely affected. Interest rates continued to climb higher toward the end of 2008 as demand waned. So far, early 2009 appeared more positive. The forced selling by hedge funds and leveraged funds subsided, and positive cash flows once again characterized the market. Helping the municipal bond market were bond coupon payments at the beginning of 2009, a small new-issue calendar, and news that municipal issuers will benefit from the federal government's stimulus package, although we still expect volatility in the near term. During the reporting period, we had the opportunity to purchase bonds at higher yields than were available in many years, which supported our Funds' dividend distributions. At period-end, we continued to be active in the market and felt that municipal bonds at current yields represented an attractive long-term opportunity. On February 28, 2009, yields for 10- and 30-year high-grade municipal bonds continued to exceed comparable Treasury yields, which is highly unusual. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS AND OPINIONS AS OF FEBRUARY 28, 2009. 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. Annual Report | 5 Investment Strategy and Manager's Discussion We use a consistent, disciplined strategy to maximize income for our shareholders by seeking to maintain our exposure to higher coupon securities. We generally employ a buy-and-hold approach and invest in securities that we believe should provide the most relative value in the market. As we invest throughout different interest rate environments, each Fund's portfolio becomes well diversified with a broad range of securities. This broad diversification may help mitigate interest rate risk. We do not use leverage or exotic derivatives, nor do we use hedging techniques that could add volatility and contribute to under-performance in adverse markets. We generally stay fully invested to maximize income distribution. The mixture of our value-oriented philosophy of investing primarily for income and a positive sloping municipal yield curve favored the use of longer-term bonds. Consequently, we sought to purchase bonds from 20 to 30 years in maturity with good call features for the long-term funds, 10 to 15 years for the intermediate-term fund, and 5 years or less for the limited-term fund. We intend to maintain our conservative, buy-and-hold investment strategy as we attempt to provide shareholders with high, current, tax-free income. We invite you to read your Fund report for more detailed performance and portfolio information. Thank you for your participation in Franklin Tax-Free Trust. We look forward to serving your future investment needs. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF FEBRUARY 28, 2009, 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 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. 6 | Annual Report Franklin Arizona Tax-Free Income Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin Arizona Tax-Free Income Fund seeks to provide as high a level of income exempt from federal and Arizona personal income taxes as is consistent with prudent investment management and preservation of capital by investing at least 80% of its net assets in securities that pay interest free from such taxes.(1) CREDIT QUALITY BREAKDOWN* Franklin Arizona Tax-Free Income Fund Based on Total Long-Term Investments as of 2/28/09** (PIE CHART) AAA 11.3% AA 47.3% A 16.4% BBB 18.5% Not Rated by S&P 6.5% * Standard & Poor's (S&P) is the primary independent rating agency; Moody's is the secondary rating agency. Securities not rated by an independent rating agency are assigned comparable internal ratings. Ratings for securities not rated by S&P are in the table below. ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa 0.5% 3.2% A 1.5% -- BBB or Baa 1.3% -- --- --- Total 3.3% 3.2% This annual report for Franklin Arizona Tax-Free Income Fund covers the fiscal year ended February 28, 2009. PERFORMANCE OVERVIEW 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. PLEASE VISIT FRANKLINTEMPLETON.COM OR CALL (800) 342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. The Fund's Class A share price, as measured by net asset value, decreased from $10.30 on February 29, 2008, to $10.18 on February 28, 2009. The Fund's (1.) For investors subject to alternative minimum tax, a small portion of Fund dividends may be taxable. Distributions of capital gains are generally taxable. To avoid imposition of 28% backup withholding on all Fund distributions and redemption proceeds, U.S. investors must be properly certified on Form W-9 and non-U.S. investors on Form W-8BEN. THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S STATEMENT OF INVESTMENTS (SOI). THE SOI BEGINS ON PAGE 99. Annual Report | 7 DIVIDEND DISTRIBUTIONS* Franklin Arizona Tax-Free Income Fund DIVIDEND PER SHARE --------------------------------------------------- MONTH CLASS A CLASS B CLASS C ADVISOR CLASS** - -------------- ---------- ---------- ---------- --------------- March 2008 3.89 cents 3.38 cents 3.38 cents -- April 2008 3.89 cents 3.38 cents 3.38 cents -- May 2008 3.89 cents 3.38 cents 3.38 cents -- June 2008 3.89 cents 3.40 cents 3.41 cents -- July 2008 3.89 cents 3.40 cents 3.41 cents 2.56 cents August 2008 3.89 cents 3.40 cents 3.41 cents 3.98 cents September 2008 3.89 cents 3.42 cents 3.40 cents 3.97 cents October 2008 3.89 cents 3.42 cents 3.40 cents 3.97 cents November 2008 3.89 cents 3.42 cents 3.40 cents 3.97 cents December 2008 3.93 cents 3.50 cents 3.48 cents 4.01 cents January 2009 3.93 cents 3.50 cents 3.48 cents 4.01 cents February 2009 3.93 cents 3.50 cents 3.48 cents 4.01 cents * Assumes shares were purchased and held for the entire accrual period, which differs from the calendar month. Since dividends accrue daily, your actual distributions will vary depending on the date you purchased your shares and any account activity. All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. ** Effective 7/1/08, the Fund began offering Advisor Class shares. See the prospectus for details. Class A shares paid dividends totaling 46.64 cents per share for the same period.(2) The Performance Summary beginning on page 10 shows that at the end of this reporting period the Fund's Class A shares' distribution rate was 4.58% based on an annualization of the current 4.06 cent per share dividend and the maximum offering price of $10.63 on February 28, 2009. An investor in the 2009 maximum combined effective federal and Arizona personal income tax bracket of 37.95% would need to earn a distribution rate of 7.38% from a taxable investment to match the Fund's Class A tax-free distribution rate. For the Fund's Class B, C and Advisor shares' performance, please see the Performance Summary. STATE UPDATE Arizona's economy weakened along with the national economy and was further hampered by a distressed residential real estate market. Falling home prices and a high foreclosure rate plagued the state's housing market and in turn had a significant negative impact on employment growth and revenue trends. As of (2.) All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. 8 | Annual Report February 2009, the state's unemployment rate was 7.4%, compared to the country's 8.1% rate.(3) Although slowing, population growth continued to support the state's diverse economy. Arizona's revenue environment was volatile in fiscal year 2008 and rapidly deteriorated in fiscal year 2009, with sales and income tax collections well below forecasts and Medicaid costs escalating. After making a number of budget-balancing adjustments throughout the reporting period, in January 2009 the state government passed a revised budget for the 2009 fiscal year to bridge a $1.6 billion shortfall.(4) In addition to utilizing all of the budget stabilization fund, Arizona enacted cost-control measures including a hiring freeze, severe spending restrictions in state government and postponement of school construction projects. Arizona, in accordance with its state constitution, cannot issue general obligation bonds and instead relied on sales tax, gas tax and appropriation-backed debt designated primarily for highway projects and school facility needs. The resulting low debt burden along with sound financial management practices led independent credit rating agency Standard & Poor's to assign Arizona an issuer credit rating of AA with a stable outlook.(5) MANAGER'S DISCUSSION We used various investment strategies during the 12 months under review as we sought to maximize tax-free income for shareholders. Please read the discussion on page 6 for details. Thank you for your continued participation in Franklin Arizona Tax-Free Income Fund. We intend to maintain our conservative, buy-and-hold investment strategy as we attempt to provide shareholders with high, current, tax-free income. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF FEBRUARY 28, 2009, 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, STATE, 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. (3.) Source: Bureau of Labor Statistics. (4.) Source: Arizona Department of Economic Security, "State Budget Cuts Impact DES Customers, Contracted Providers, and Staff," 1/31/09. (5.) This does not indicate Standard & Poor's rating of the Fund. PORTFOLIO BREAKDOWN Franklin Arizona Tax-Free Income Fund 2/28/09 % OF TOTAL LONG-TERM INVESTMENTS* ------------ Prerefunded 24.8% Hospital & Health Care 17.5% Utilities 16.3% Higher Education 11.8% Other Revenue 7.4% Subject to Government Appropriations 6.2% Tax-Supported 5.6% General Obligation 5.5% Transportation 3.9% Housing 1.0% * Does not include short-term investments and other net assets. Annual Report | 9 Performance Summary as of 2/28/09 FRANKLIN ARIZONA TAX-FREE INCOME FUND 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. The performance table and graphs do not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund's dividends and capital gain distributions, if any, and any unrealized gains or losses. PRICE AND DISTRIBUTION INFORMATION CLASS A (SYMBOL: FTAZX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.12 $10.18 $10.30 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.4664 CLASS B (SYMBOL: FBAZX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.12 $10.24 $10.36 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.4099 CLASS C (SYMBOL: FAZIX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.12 $10.29 $10.41 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.4090 ADVISOR CLASS (SYMBOL: N/A) CHANGE 2/28/09 7/1/08 - --------------------------- ------ ------- ------- Net Asset Value (NAV) -$0.46 $10.18 $10.64 DISTRIBUTIONS (7/1/08-2/28/09) Dividend Income $0.3155 10 | Annual Report Performance Summary (CONTINUED) PERFORMANCE CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURNS INCLUDE MAXIMUM SALES CHARGES. CLASS A: 4.25% MAXIMUM INITIAL SALES CHARGE; CLASS B: CONTINGENT DEFERRED SALES CHARGE (CDSC) DECLINING FROM 4% TO 1% OVER SIX YEARS, AND ELIMINATED THEREAFTER; CLASS C: 1% CDSC IN FIRST YEAR ONLY; ADVISOR CLASS: NO SALES CHARGES. CLASS A 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------- --------- Cumulative Total Return(1) +3.42% +13.10% +44.26% Average Annual Total Return(2) -1.00% +1.60% +3.28% Avg. Ann. Total Return (3/31/09)(3) -4.53% +1.61% +3.23% Distribution Rate(4) 4.58% Taxable Equivalent Distribution Rate(5) 7.38% 30-Day Standardized Yield(6) 3.80% Taxable Equivalent Yield(5) 6.12% Total Annual Operating Expenses(7) 0.63% INCEPTION CLASS B 1-YEAR 5-YEAR (2/1/00) - ------- ------ ------- --------- Cumulative Total Return(1) +2.84% +10.07% +46.37% Average Annual Total Return(2) -1.11% +1.60% +4.29% Avg. Ann. Total Return (3/31/09)(3) -4.66% +1.59% +4.23% Distribution Rate(4) 4.22% Taxable Equivalent Distribution Rate(5) 6.80% 30-Day Standardized Yield(6) 3.43% Taxable Equivalent Yield(5) 5.53% Total Annual Operating Expenses(7) 1.18% CLASS C 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------- --------- Cumulative Total Return(1) +2.82% +10.01% +36.63% Average Annual Total Return(2) +1.83% +1.93% +3.17% Avg. Ann. Total Return (3/31/09)(3) -1.80% +1.94% +3.12% Distribution Rate(4) 4.20% Taxable Equivalent Distribution Rate(5) 6.77% 30-Day Standardized Yield(6) 3.44% Taxable Equivalent Yield(5) 5.54% Total Annual Operating Expenses(7) 1.18% ADVISOR CLASS(8) 1-YEAR 5-YEAR 10-YEAR - ---------------- ------ ------- --------- Cumulative Total Return(1) +3.49% +13.17% +44.35% Average Annual Total Return(2) +3.49% +2.51% +3.74% Avg. Ann. Total Return (3/31/09)(3) -0.23% +2.50% +3.68% Distribution Rate(4) 4.88% Taxable Equivalent Distribution Rate(5) 7.86% 30-Day Standardized Yield(6) 4.08% Taxable Equivalent Yield(5) 6.58% Total Annual Operating Expenses(7) 0.53% 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, SEE "FUNDS AND PERFORMANCE" AT franklintempleton.com OR CALL (800) 342-5236. Annual Report | 11 Performance Summary (CONTINUED) TOTAL RETURN INDEX COMPARISON FOR A HYPOTHETICAL $10,000 INVESTMENT Total return represents the change in value of an investment over the periods shown. It includes any current, applicable, maximum sales charge, Fund expenses, account fees and reinvested distributions. The unmanaged index includes reinvestment of any income or distributions. It differs from the Fund in composition and does not pay management fees or expenses. One cannot invest directly in an index. AVERAGE ANNUAL TOTAL RETURN CLASS A 2/28/09 - ------- ------- 1-Year -1.00% 5-Year +1.60% 10-Year +3.28% CLASS A (3/1/99-2/28/09) (PERFORMANCE GRAPH) FRANKLIN ARIZONA TAX-FREE BARCLAYS CAPITAL DATE INCOME FUND - CLASS A MUNICIPAL BOND INDEX CPI - ---------- ------------------------- -------------------- ------- 3/1/1999 $ 9,571 $10,000 $10,000 3/31/1999 $ 9,603 $10,014 $10,030 4/30/1999 $ 9,617 $10,039 $10,103 5/31/1999 $ 9,581 $ 9,981 $10,103 6/30/1999 $ 9,438 $ 9,837 $10,103 7/31/1999 $ 9,461 $ 9,873 $10,134 8/31/1999 $ 9,338 $ 9,794 $10,158 9/30/1999 $ 9,327 $ 9,798 $10,207 10/31/1999 $ 9,160 $ 9,692 $10,225 11/30/1999 $ 9,227 $ 9,795 $10,231 12/31/1999 $ 9,137 $ 9,722 $10,231 1/31/2000 $ 9,065 $ 9,679 $10,261 2/29/2000 $ 9,169 $ 9,792 $10,322 3/31/2000 $ 9,389 $10,006 $10,407 4/30/2000 $ 9,333 $ 9,947 $10,413 5/31/2000 $ 9,278 $ 9,895 $10,426 6/30/2000 $ 9,501 $10,157 $10,480 7/31/2000 $ 9,635 $10,299 $10,505 8/31/2000 $ 9,788 $10,457 $10,505 9/30/2000 $ 9,740 $10,403 $10,559 10/31/2000 $ 9,839 $10,516 $10,578 11/30/2000 $ 9,902 $10,596 $10,584 12/31/2000 $10,085 $10,858 $10,578 1/31/2001 $10,129 $10,965 $10,644 2/28/2001 $10,164 $11,000 $10,687 3/31/2001 $10,236 $11,099 $10,711 4/30/2001 $10,139 $10,978 $10,754 5/31/2001 $10,222 $11,097 $10,802 6/30/2001 $10,324 $11,171 $10,821 7/31/2001 $10,503 $11,336 $10,790 8/31/2001 $10,635 $11,523 $10,790 9/30/2001 $10,583 $11,484 $10,839 10/31/2001 $10,627 $11,621 $10,802 11/30/2001 $10,477 $11,523 $10,784 12/31/2001 $10,386 $11,414 $10,742 1/31/2002 $10,499 $11,612 $10,766 2/28/2002 $10,633 $11,752 $10,809 3/31/2002 $10,441 $11,522 $10,869 4/30/2002 $10,595 $11,747 $10,930 5/31/2002 $10,631 $11,818 $10,930 6/30/2002 $10,727 $11,943 $10,936 7/31/2002 $10,863 $12,097 $10,948 8/31/2002 $10,990 $12,242 $10,985 9/30/2002 $11,248 $12,510 $11,003 10/31/2002 $11,029 $12,303 $11,021 11/30/2002 $10,972 $12,252 $11,021 12/31/2002 $11,182 $12,510 $10,997 1/31/2003 $11,144 $12,479 $11,046 2/28/2003 $11,303 $12,653 $11,131 3/31/2003 $11,317 $12,661 $11,198 4/30/2003 $11,394 $12,744 $11,173 5/31/2003 $11,670 $13,043 $11,155 6/30/2003 $11,663 $12,987 $11,167 7/31/2003 $11,254 $12,533 $11,179 8/31/2003 $11,342 $12,626 $11,222 9/30/2003 $11,676 $12,997 $11,258 10/31/2003 $11,638 $12,932 $11,246 11/30/2003 $11,781 $13,067 $11,216 12/31/2003 $11,891 $13,175 $11,204 1/31/2004 $12,024 $13,250 $11,258 2/29/2004 $12,211 $13,450 $11,319 3/31/2004 $12,191 $13,403 $11,392 4/30/2004 $11,865 $13,086 $11,429 5/31/2004 $11,791 $13,038 $11,495 6/30/2004 $11,848 $13,086 $11,532 7/31/2004 $12,071 $13,258 $11,514 8/31/2004 $12,317 $13,524 $11,520 9/30/2004 $12,407 $13,595 $11,544 10/31/2004 $12,532 $13,712 $11,605 11/30/2004 $12,432 $13,599 $11,611 12/31/2004 $12,612 $13,765 $11,568 1/31/2005 $12,782 $13,894 $11,593 2/28/2005 $12,771 $13,848 $11,660 3/31/2005 $12,714 $13,760 $11,751 4/30/2005 $12,931 $13,977 $11,830 5/31/2005 $13,035 $14,076 $11,818 6/30/2005 $13,104 $14,163 $11,824 7/31/2005 $13,035 $14,099 $11,878 8/31/2005 $13,046 $14,242 $11,939 9/30/2005 $12,953 $14,146 $12,085 10/31/2005 $12,860 $14,060 $12,109 11/30/2005 $12,907 $14,127 $12,012 12/31/2005 $13,036 $14,249 $11,964 1/31/2006 $13,048 $14,287 $12,055 2/28/2006 $13,190 $14,383 $12,079 3/31/2006 $13,094 $14,284 $12,146 4/30/2006 $13,082 $14,279 $12,249 5/31/2006 $13,117 $14,343 $12,310 6/30/2006 $13,092 $14,289 $12,334 7/31/2006 $13,224 $14,459 $12,371 8/31/2006 $13,417 $14,673 $12,395 9/30/2006 $13,514 $14,775 $12,334 10/31/2006 $13,611 $14,868 $12,267 11/30/2006 $13,745 $14,992 $12,249 12/31/2006 $13,708 $14,939 $12,267 1/31/2007 $13,670 $14,901 $12,305 2/28/2007 $13,855 $15,097 $12,371 3/31/2007 $13,804 $15,060 $12,483 4/30/2007 $13,841 $15,104 $12,564 5/31/2007 $13,765 $15,038 $12,641 6/30/2007 $13,701 $14,960 $12,666 7/31/2007 $13,789 $15,076 $12,663 8/31/2007 $13,675 $15,011 $12,639 9/30/2007 $13,877 $15,233 $12,674 10/31/2007 $13,940 $15,301 $12,701 11/30/2007 $13,965 $15,398 $12,777 12/31/2007 $14,028 $15,441 $12,768 1/31/2008 $14,130 $15,636 $12,832 2/29/2008 $13,352 $14,920 $12,869 3/31/2008 $13,830 $15,346 $12,980 4/30/2008 $14,023 $15,526 $13,059 5/31/2008 $14,152 $15,620 $13,169 6/30/2008 $13,955 $15,443 $13,302 7/31/2008 $13,927 $15,502 $13,372 8/31/2008 $14,057 $15,683 $13,318 9/30/2008 $13,285 $14,948 $13,300 10/31/2008 $13,047 $14,795 $13,166 11/30/2008 $13,018 $14,842 $12,913 12/31/2008 $13,112 $15,059 $12,780 1/31/2009 $13,568 $15,610 $12,835 2/28/2009 $13,807 $15,692 $12,899 AVERAGE ANNUAL TOTAL RETURN CLASS B 2/28/09 - ------- ------- 1-Year -1.11% 5-Year +1.60% Since Inception (2/1/00) +4.29% CLASS B (2/1/00-2/28/09) (PERFORMANCE GRAPH) FRANKLIN ARIZONA TAX-FREE BARCLAYS CAPITAL DATE INCOME FUND - CLASS B MUNICIPAL BOND INDEX CPI - ---------- ------------------------- -------------------- ------- 2/1/2000 $10,000 $10,000 $10,000 2/29/2000 $10,105 $10,116 $10,059 3/31/2000 $10,343 $10,337 $10,142 4/30/2000 $10,286 $10,276 $10,148 5/31/2000 $10,221 $10,223 $10,160 6/30/2000 $10,461 $10,494 $10,213 7/31/2000 $10,613 $10,640 $10,237 8/31/2000 $10,775 $10,804 $10,237 9/30/2000 $10,718 $10,748 $10,290 10/31/2000 $10,821 $10,865 $10,308 11/30/2000 $10,895 $10,947 $10,314 12/31/2000 $11,081 $11,217 $10,308 1/31/2001 $11,124 $11,328 $10,373 2/28/2001 $11,158 $11,364 $10,415 3/31/2001 $11,242 $11,466 $10,438 4/30/2001 $11,120 $11,342 $10,480 5/31/2001 $11,215 $11,464 $10,527 6/30/2001 $11,322 $11,541 $10,545 7/31/2001 $11,512 $11,712 $10,515 8/31/2001 $11,651 $11,905 $10,515 9/30/2001 $11,588 $11,865 $10,563 10/31/2001 $11,632 $12,006 $10,527 11/30/2001 $11,474 $11,905 $10,509 12/31/2001 $11,358 $11,792 $10,468 1/31/2002 $11,476 $11,997 $10,492 2/28/2002 $11,627 $12,141 $10,533 3/31/2002 $11,402 $11,903 $10,592 4/30/2002 $11,575 $12,136 $10,652 5/31/2002 $11,598 $12,210 $10,652 6/30/2002 $11,707 $12,339 $10,658 7/31/2002 $11,850 $12,498 $10,669 8/31/2002 $11,971 $12,648 $10,705 9/30/2002 $12,257 $12,925 $10,723 10/31/2002 $12,014 $12,711 $10,741 11/30/2002 $11,946 $12,658 $10,741 12/31/2002 $12,168 $12,925 $10,717 1/31/2003 $12,122 $12,892 $10,764 2/28/2003 $12,299 $13,072 $10,847 3/31/2003 $12,298 $13,080 $10,912 4/30/2003 $12,375 $13,167 $10,889 5/31/2003 $12,668 $13,475 $10,871 6/30/2003 $12,655 $13,418 $10,883 7/31/2003 $12,207 $12,948 $10,895 8/31/2003 $12,297 $13,045 $10,936 9/30/2003 $12,652 $13,428 $10,972 10/31/2003 $12,604 $13,360 $10,960 11/30/2003 $12,753 $13,500 $10,930 12/31/2003 $12,866 $13,611 $10,918 1/31/2004 $13,003 $13,689 $10,972 2/29/2004 $13,198 $13,895 $11,031 3/31/2004 $13,171 $13,847 $11,102 4/30/2004 $12,814 $13,519 $11,137 5/31/2004 $12,740 $13,470 $11,203 6/30/2004 $12,795 $13,519 $11,238 7/31/2004 $13,028 $13,697 $11,220 8/31/2004 $13,286 $13,971 $11,226 9/30/2004 $13,377 $14,046 $11,250 10/31/2004 $13,505 $14,166 $11,309 11/30/2004 $13,391 $14,049 $11,315 12/31/2004 $13,578 $14,221 $11,274 1/31/2005 $13,754 $14,354 $11,297 2/28/2005 $13,736 $14,306 $11,363 3/31/2005 $13,681 $14,216 $11,451 4/30/2005 $13,895 $14,440 $11,528 5/31/2005 $13,999 $14,542 $11,517 6/30/2005 $14,067 $14,632 $11,523 7/31/2005 $13,986 $14,566 $11,576 8/31/2005 $13,993 $14,713 $11,635 9/30/2005 $13,887 $14,614 $11,777 10/31/2005 $13,781 $14,526 $11,801 11/30/2005 $13,825 $14,595 $11,706 12/31/2005 $13,957 $14,721 $11,659 1/31/2006 $13,963 $14,761 $11,748 2/28/2006 $14,108 $14,860 $11,771 3/31/2006 $13,999 $14,757 $11,836 4/30/2006 $13,980 $14,752 $11,937 5/31/2006 $14,010 $14,818 $11,996 6/30/2006 $13,978 $14,762 $12,020 7/31/2006 $14,112 $14,938 $12,056 8/31/2006 $14,310 $15,159 $12,079 9/30/2006 $14,419 $15,265 $12,020 10/31/2006 $14,503 $15,361 $11,955 11/30/2006 $14,652 $15,489 $11,937 12/31/2006 $14,592 $15,434 $11,955 1/31/2007 $14,545 $15,394 $11,991 2/28/2007 $14,734 $15,597 $12,056 3/31/2007 $14,674 $15,559 $12,165 4/30/2007 $14,706 $15,605 $12,244 5/31/2007 $14,632 $15,536 $12,319 6/30/2007 $14,546 $15,455 $12,343 7/31/2007 $14,632 $15,575 $12,340 8/31/2007 $14,505 $15,508 $12,317 9/30/2007 $14,725 $15,737 $12,351 10/31/2007 $14,771 $15,807 $12,378 11/30/2007 $14,804 $15,908 $12,451 12/31/2007 $14,850 $15,952 $12,443 1/31/2008 $14,964 $16,153 $12,505 2/29/2008 $14,141 $15,414 $12,541 3/31/2008 $14,649 $15,854 $12,650 4/30/2008 $14,852 $16,040 $12,726 5/31/2008 $14,989 $16,137 $12,834 6/30/2008 $14,779 $15,955 $12,963 7/31/2008 $14,749 $16,015 $13,031 8/31/2008 $14,885 $16,203 $12,979 9/30/2008 $14,071 $15,443 $12,961 10/31/2008 $13,818 $15,285 $12,830 11/30/2008 $13,783 $15,334 $12,584 12/31/2008 $13,888 $15,558 $12,454 1/31/2009 $14,368 $16,127 $12,508 2/28/2009 $14,637 $16,212 $12,571 12 | Annual Report Performance Summary (CONTINUED) AVERAGE ANNUAL TOTAL RETURN CLASS C 2/28/09 - ------- ------- 1-Year +1.83% 5-Year +1.93% 10-Year +3.17% CLASS C (3/1/99-2/28/09) (PERFORMANCE GRAPH) FRANKLIN ARIZONA TAX-FREE BARCLAYS CAPITAL DATE INCOME FUND - CLASS C MUNICIPAL BOND INDEX CPI - ---------- ------------------------- -------------------- ------- 3/1/1999 $10,000 $10,000 $10,000 3/31/1999 $10,037 $10,014 $10,030 4/30/1999 $10,048 $10,039 $10,103 5/31/1999 $ 9,997 $ 9,981 $10,103 6/30/1999 $ 9,844 $ 9,837 $10,103 7/31/1999 $ 9,864 $ 9,873 $10,134 8/31/1999 $ 9,733 $ 9,794 $10,158 9/30/1999 $ 9,717 $ 9,798 $10,207 10/31/1999 $ 9,539 $ 9,692 $10,225 11/30/1999 $ 9,604 $ 9,795 $10,231 12/31/1999 $ 9,506 $ 9,722 $10,231 1/31/2000 $ 9,427 $ 9,679 $10,261 2/29/2000 $ 9,530 $ 9,792 $10,322 3/31/2000 $ 9,753 $10,006 $10,407 4/30/2000 $ 9,691 $ 9,947 $10,413 5/31/2000 $ 9,630 $ 9,895 $10,426 6/30/2000 $ 9,855 $10,157 $10,480 7/31/2000 $ 9,989 $10,299 $10,505 8/31/2000 $10,142 $10,457 $10,505 9/30/2000 $10,097 $10,403 $10,559 10/31/2000 $10,185 $10,516 $10,578 11/30/2000 $10,254 $10,596 $10,584 12/31/2000 $10,438 $10,858 $10,578 1/31/2001 $10,468 $10,965 $10,644 2/28/2001 $10,500 $11,000 $10,687 3/31/2001 $10,579 $11,099 $10,711 4/30/2001 $10,465 $10,978 $10,754 5/31/2001 $10,554 $11,097 $10,802 6/30/2001 $10,654 $11,171 $10,821 7/31/2001 $10,833 $11,336 $10,790 8/31/2001 $10,963 $11,523 $10,790 9/30/2001 $10,904 $11,484 $10,839 10/31/2001 $10,945 $11,621 $10,802 11/30/2001 $10,787 $11,523 $10,784 12/31/2001 $10,688 $11,414 $10,742 1/31/2002 $10,799 $11,612 $10,766 2/28/2002 $10,941 $11,752 $10,809 3/31/2002 $10,729 $11,522 $10,869 4/30/2002 $10,892 $11,747 $10,930 5/31/2002 $10,913 $11,818 $10,930 6/30/2002 $11,016 $11,943 $10,936 7/31/2002 $11,149 $12,097 $10,948 8/31/2002 $11,274 $12,242 $10,985 9/30/2002 $11,531 $12,510 $11,003 10/31/2002 $11,303 $12,303 $11,021 11/30/2002 $11,240 $12,252 $11,021 12/31/2002 $11,448 $12,510 $10,997 1/31/2003 $11,405 $12,479 $11,046 2/28/2003 $11,561 $12,653 $11,131 3/31/2003 $11,571 $12,661 $11,198 4/30/2003 $11,644 $12,744 $11,173 5/31/2003 $11,919 $13,043 $11,155 6/30/2003 $11,906 $12,987 $11,167 7/31/2003 $11,485 $12,533 $11,179 8/31/2003 $11,569 $12,626 $11,222 9/30/2003 $11,901 $12,997 $11,258 10/31/2003 $11,855 $12,932 $11,246 11/30/2003 $11,994 $13,067 $11,216 12/31/2003 $12,100 $13,175 $11,204 1/31/2004 $12,239 $13,250 $11,258 2/29/2004 $12,423 $13,450 $11,319 3/31/2004 $12,397 $13,403 $11,392 4/30/2004 $12,052 $13,086 $11,429 5/31/2004 $11,983 $13,038 $11,495 6/30/2004 $12,035 $13,086 $11,532 7/31/2004 $12,253 $13,258 $11,514 8/31/2004 $12,495 $13,524 $11,520 9/30/2004 $12,581 $13,595 $11,544 10/31/2004 $12,700 $13,712 $11,605 11/30/2004 $12,594 $13,599 $11,611 12/31/2004 $12,769 $13,765 $11,568 1/31/2005 $12,934 $13,894 $11,593 2/28/2005 $12,928 $13,848 $11,660 3/31/2005 $12,865 $13,760 $11,751 4/30/2005 $13,066 $13,977 $11,830 5/31/2005 $13,175 $14,076 $11,818 6/30/2005 $13,238 $14,163 $11,824 7/31/2005 $13,151 $14,099 $11,878 8/31/2005 $13,169 $14,242 $11,939 9/30/2005 $13,058 $14,146 $12,085 10/31/2005 $12,970 $14,060 $12,109 11/30/2005 $12,999 $14,127 $12,012 12/31/2005 $13,135 $14,249 $11,964 1/31/2006 $13,140 $14,287 $12,055 2/28/2006 $13,276 $14,383 $12,079 3/31/2006 $13,163 $14,284 $12,146 4/30/2006 $13,144 $14,279 $12,249 5/31/2006 $13,173 $14,343 $12,310 6/30/2006 $13,142 $14,289 $12,334 7/31/2006 $13,279 $14,459 $12,371 8/31/2006 $13,465 $14,673 $12,395 9/30/2006 $13,567 $14,775 $12,334 10/31/2006 $13,645 $14,868 $12,267 11/30/2006 $13,773 $14,992 $12,249 12/31/2006 $13,729 $14,939 $12,267 1/31/2007 $13,685 $14,901 $12,305 2/28/2007 $13,862 $15,097 $12,371 3/31/2007 $13,805 $15,060 $12,483 4/30/2007 $13,835 $15,104 $12,564 5/31/2007 $13,766 $15,038 $12,641 6/30/2007 $13,685 $14,960 $12,666 7/31/2007 $13,765 $15,076 $12,663 8/31/2007 $13,646 $15,011 $12,639 9/30/2007 $13,852 $15,233 $12,674 10/31/2007 $13,895 $15,301 $12,701 11/30/2007 $13,926 $15,398 $12,777 12/31/2007 $13,982 $15,441 $12,768 1/31/2008 $14,076 $15,636 $12,832 2/29/2008 $13,290 $14,920 $12,869 3/31/2008 $13,768 $15,346 $12,980 4/30/2008 $13,939 $15,526 $13,059 5/31/2008 $14,072 $15,620 $13,169 6/30/2008 $13,858 $15,443 $13,302 7/31/2008 $13,825 $15,502 $13,372 8/31/2008 $13,959 $15,683 $13,318 9/30/2008 $13,183 $14,948 $13,300 10/31/2008 $12,942 $14,795 $13,166 11/30/2008 $12,894 $14,842 $12,913 12/31/2008 $12,993 $15,059 $12,780 1/31/2009 $13,448 $15,610 $12,835 2/28/2009 $13,663 $15,692 $12,899 AVERAGE ANNUAL TOTAL RETURN ADVISOR CLASS(8) 2/28/09 - ---------------- ------- 1-Year +3.49% 5-Year +2.51% 10-Year +3.74% ADVISOR CLASS (3/1/99-2/28/09)(8) (PERFORMANCE GRAPH) FRANKLIN ARIZONA TAX-FREE BARCLAYS CAPITAL DATE INCOME FUND - ADVISOR CLASS MUNICIPAL BOND INDEX CPI - ---------- --------------------------- -------------------- ------- 3/1/1999 $10,000 $10,000 $10,000 3/31/1999 $10,033 $10,014 $10,030 4/30/1999 $10,048 $10,039 $10,103 5/31/1999 $10,011 $ 9,981 $10,103 6/30/1999 $ 9,861 $ 9,837 $10,103 7/31/1999 $ 9,885 $ 9,873 $10,134 8/31/1999 $ 9,757 $ 9,794 $10,158 9/30/1999 $ 9,745 $ 9,798 $10,207 10/31/1999 $ 9,570 $ 9,692 $10,225 11/30/1999 $ 9,641 $ 9,795 $10,231 12/31/1999 $ 9,547 $ 9,722 $10,231 1/31/2000 $ 9,471 $ 9,679 $10,261 2/29/2000 $ 9,580 $ 9,792 $10,322 3/31/2000 $ 9,810 $10,006 $10,407 4/30/2000 $ 9,752 $ 9,947 $10,413 5/31/2000 $ 9,694 $ 9,895 $10,426 6/30/2000 $ 9,927 $10,157 $10,480 7/31/2000 $10,067 $10,299 $10,505 8/31/2000 $10,227 $10,457 $10,505 9/30/2000 $10,176 $10,403 $10,559 10/31/2000 $10,280 $10,516 $10,578 11/30/2000 $10,345 $10,596 $10,584 12/31/2000 $10,537 $10,858 $10,578 1/31/2001 $10,583 $10,965 $10,644 2/28/2001 $10,619 $11,000 $10,687 3/31/2001 $10,695 $11,099 $10,711 4/30/2001 $10,594 $10,978 $10,754 5/31/2001 $10,680 $11,097 $10,802 6/30/2001 $10,787 $11,171 $10,821 7/31/2001 $10,974 $11,336 $10,790 8/31/2001 $11,112 $11,523 $10,790 9/30/2001 $11,057 $11,484 $10,839 10/31/2001 $11,104 $11,621 $10,802 11/30/2001 $10,947 $11,523 $10,784 12/31/2001 $10,851 $11,414 $10,742 1/31/2002 $10,970 $11,612 $10,766 2/28/2002 $11,110 $11,752 $10,809 3/31/2002 $10,909 $11,522 $10,869 4/30/2002 $11,070 $11,747 $10,930 5/31/2002 $11,108 $11,818 $10,930 6/30/2002 $11,207 $11,943 $10,936 7/31/2002 $11,350 $12,097 $10,948 8/31/2002 $11,482 $12,242 $10,985 9/30/2002 $11,752 $12,510 $11,003 10/31/2002 $11,523 $12,303 $11,021 11/30/2002 $11,463 $12,252 $11,021 12/31/2002 $11,683 $12,510 $10,997 1/31/2003 $11,644 $12,479 $11,046 2/28/2003 $11,810 $12,653 $11,131 3/31/2003 $11,825 $12,661 $11,198 4/30/2003 $11,905 $12,744 $11,173 5/31/2003 $12,193 $13,043 $11,155 6/30/2003 $12,186 $12,987 $11,167 7/31/2003 $11,758 $12,533 $11,179 8/31/2003 $11,851 $12,626 $11,222 9/30/2003 $12,200 $12,997 $11,258 10/31/2003 $12,159 $12,932 $11,246 11/30/2003 $12,309 $13,067 $11,216 12/31/2003 $12,424 $13,175 $11,204 1/31/2004 $12,562 $13,250 $11,258 2/29/2004 $12,758 $13,450 $11,319 3/31/2004 $12,737 $13,403 $11,392 4/30/2004 $12,397 $13,086 $11,429 5/31/2004 $12,320 $13,038 $11,495 6/30/2004 $12,379 $13,086 $11,532 7/31/2004 $12,612 $13,258 $11,514 8/31/2004 $12,869 $13,524 $11,520 9/30/2004 $12,963 $13,595 $11,544 10/31/2004 $13,093 $13,712 $11,605 11/30/2004 $12,989 $13,599 $11,611 12/31/2004 $13,177 $13,765 $11,568 1/31/2005 $13,355 $13,894 $11,593 2/28/2005 $13,343 $13,848 $11,660 3/31/2005 $13,283 $13,760 $11,751 4/30/2005 $13,511 $13,977 $11,830 5/31/2005 $13,619 $14,076 $11,818 6/30/2005 $13,691 $14,163 $11,824 7/31/2005 $13,619 $14,099 $11,878 8/31/2005 $13,631 $14,242 $11,939 9/30/2005 $13,534 $14,146 $12,085 10/31/2005 $13,436 $14,060 $12,109 11/30/2005 $13,485 $14,127 $12,012 12/31/2005 $13,621 $14,249 $11,964 1/31/2006 $13,633 $14,287 $12,055 2/28/2006 $13,782 $14,383 $12,079 3/31/2006 $13,681 $14,284 $12,146 4/30/2006 $13,668 $14,279 $12,249 5/31/2006 $13,705 $14,343 $12,310 6/30/2006 $13,679 $14,289 $12,334 7/31/2006 $13,817 $14,459 $12,371 8/31/2006 $14,019 $14,673 $12,395 9/30/2006 $14,119 $14,775 $12,334 10/31/2006 $14,221 $14,868 $12,267 11/30/2006 $14,361 $14,992 $12,249 12/31/2006 $14,322 $14,939 $12,267 1/31/2007 $14,282 $14,901 $12,305 2/28/2007 $14,476 $15,097 $12,371 3/31/2007 $14,423 $15,060 $12,483 4/30/2007 $14,461 $15,104 $12,564 5/31/2007 $14,382 $15,038 $12,641 6/30/2007 $14,315 $14,960 $12,666 7/31/2007 $14,407 $15,076 $12,663 8/31/2007 $14,288 $15,011 $12,639 9/30/2007 $14,499 $15,233 $12,674 10/31/2007 $14,565 $15,301 $12,701 11/30/2007 $14,591 $15,398 $12,777 12/31/2007 $14,657 $15,441 $12,768 1/31/2008 $14,763 $15,636 $12,832 2/29/2008 $13,950 $14,920 $12,869 3/31/2008 $14,450 $15,346 $12,980 4/30/2008 $14,652 $15,526 $13,059 5/31/2008 $14,787 $15,620 $13,169 6/30/2008 $14,580 $15,443 $13,302 7/31/2008 $14,539 $15,502 $13,372 8/31/2008 $14,689 $15,683 $13,318 9/30/2008 $13,887 $14,948 $13,300 10/31/2008 $13,638 $14,795 $13,166 11/30/2008 $13,606 $14,842 $12,913 12/31/2008 $13,710 $15,059 $12,780 1/31/2009 $14,186 $15,610 $12,835 2/28/2009 $14,435 $15,692 $12,899 Annual Report | 13 Performance Summary (CONTINUED) ENDNOTES BECAUSE MUNICIPAL BONDS ARE SENSITIVE TO INTEREST RATE MOVEMENTS, THE FUND'S YIELD AND SHARE PRICE WILL FLUCTUATE WITH MARKET CONDITIONS. BOND PRICES GENERALLY MOVE IN THE OPPOSITE DIRECTION OF INTEREST RATES. THUS, AS PRICES OF BONDS IN THE FUND ADJUST TO A RISE IN INTEREST RATES, THE FUND'S SHARE PRICE MAY DECLINE. SINCE THE FUND CONCENTRATES ITS INVESTMENTS IN A SINGLE STATE, IT IS SUBJECT TO GREATER RISK OF ADVERSE ECONOMIC AND REGULATORY CHANGES IN THAT STATE THAN A GEOGRAPHICALLY DIVERSIFIED FUND. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. CLASS B: These shares have higher annual fees and expenses than Class A shares. CLASS C: Prior to 1/1/04, these shares were offered with an initial sales charge; thus actual total returns would have differed. These shares have higher annual fees and expenses than Class A shares. ADVISOR CLASS: Shares are available to certain eligible investors as described in the prospectus. (1.) Cumulative total return represents the change in value of an investment over the periods indicated. (2.) Average annual total return represents the average annual change in value of an investment over the periods indicated. (3.) In accordance with SEC rules, we provide standardized average annual total return information through the latest calendar quarter. (4.) Distribution rate is based on an annualization of the respective class's current monthly dividend and the maximum offering price (NAV for Classes B, C and Advisor) per share on 2/28/09. (5.) Taxable equivalent distribution rate and yield assume the published rates as of 12/29/08 for the maximum combined effective federal and Arizona personal income tax rate of 37.95%, based on the federal income tax rate of 35.00%. (6.) Yield, calculated as required by the SEC, is based on the earnings of the Fund's portfolio for the month ended 2/28/09. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. (8.) Effective 7/1/08, the Fund began offering Advisor Class shares, which do not have sales charges or a Rule 12b-1 plan. Performance quotations for this class reflect the following methods of calculation: (a) For periods prior to 7/1/08, a restated figure is used based upon the Fund's Class A performance, excluding the effect of Class A's maximum initial sales charge, but reflecting the effect of the Class A Rule 12b-1 fees; and (b) for periods after 6/30/08, actual Advisor Class performance is used reflecting all charges and fees applicable to that class. Since 7/1/08 (commencement of sales), the cumulative total return of Advisor Class shares was -1.28%. (9.) Source: (C) 2009 Morningstar. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. All bonds included have a minimum credit rating of at least Baa3/BBB-. They must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be dated after 12/31/90, and must be at least one year from their maturity date. Remarketed issues, taxable municipal bonds, bonds with floating rates and derivatives are excluded from the index. The index has four main bond sectors: general obligation, revenue, insured and prerefunded. The Consumer Price Index (CPI), calculated by the U.S. Bureau of Labor Statistics, is a commonly used measure of the inflation rate. 14 | Annual Report Your Fund's Expenses FRANKLIN ARIZONA TAX-FREE INCOME FUND As a Fund shareholder, you can incur two types of costs: - - Transaction costs, including sales charges (loads) on Fund purchases; and - - 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 following table 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 first line (Actual) for each share class listed in the table provides actual account values and expenses. The "Ending Account Value" is derived from the Fund's actual return, which includes the effect of Fund expenses. 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: 1. Divide your account value by $1,000. IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6. 2. Multiply the result by the number under the heading "Expenses Paid During Period." IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 X $7.50 = $64.50. In this illustration, the estimated expenses paid this period are $64.50. HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS Information in the second line (Hypothetical) for each class in the table can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical "Ending Account Value" is based on the actual expense ratio for each class and an assumed 5% annual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. Annual Report | 15 Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES. Therefore, the second line for each class is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING VALUE 9/1/08 VALUE 2/28/09 PERIOD* 9/1/08-2/28/09 ----------------- -------------- ---------------------- CLASS A Actual $1,000 $ 982.40 $3.10 Hypothetical (5% return before expenses) $1,000 $1,021.67 $3.16 CLASS B Actual $1,000 $ 979.80 $5.84 Hypothetical (5% return before expenses) $1,000 $1,018.89 $5.96 CLASS C Actual $1,000 $ 978.90 $5.79 Hypothetical (5% return before expenses) $1,000 $1,018.94 $5.91 ADVISOR CLASS Actual $1,000 $ 982.80 $2.61 Hypothetical (5% return before expenses) $1,000 $1,022.17 $2.66 * Expenses are calculated using the most recent six-month expense ratio, annualized for each class (A: 0.63%; B: 1.19%; C: 1.18%; and Advisor: 0.53%), multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. 16 | Annual Report Franklin Colorado Tax-Free Income Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin Colorado Tax-Free Income Fund seeks to provide as high a level of income exempt from federal and Colorado personal income taxes as is consistent with prudent investment management and preservation of capital by investing at least 80% of its net assets in securities that pay interest free from such taxes.(1) CREDIT QUALITY BREAKDOWN* Franklin Colorado Tax-Free Income Fund Based on Total Long-Term Investments as of 2/28/09** (PIE CHART) AAA 17.8% AA 36.3% A 15.7% BBB 11.8% Not Rated by S&P 18.4% * Standard & Poor's (S&P) is the primary independent rating agency; Moody's is the secondary rating agency. Securities not rated by an independent rating agency are assigned comparable internal ratings. Ratings for securities not rated by S&P are in the table below. ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa 0.3% 1.6% AA or Aa 8.0% 0.1% A 7.5% -- BBB or Baa -- 0.7% Below Investment Grade -- 0.2% ---- --- Total 15.8% 2.6% This annual report for Franklin Colorado Tax-Free Income Fund covers the fiscal year ended February 28, 2009. (1.) For investors subject to alternative minimum tax, a small portion of Fund dividends may be taxable. Distributions of capital gains are generally taxable. To avoid imposition of 28% backup withholding on all Fund distributions and redemption proceeds, U.S. investors must be properly certified on Form W-9 and non-U.S. investors on Form W-8BEN. THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S STATEMENT OF INVESTMENTS (SOI). THE SOI BEGINS ON PAGE 107. Annual Report | 17 DIVIDEND DISTRIBUTIONS* Franklin Colorado Tax-Free Income Fund DIVIDEND PER SHARE ----------------------- MONTH CLASS A CLASS C - ----- ---------- ---------- March 2008 4.24 cents 3.68 cents April 2008 4.24 cents 3.68 cents May 2008 4.24 cents 3.68 cents June 2008 4.24 cents 3.71 cents July 2008 4.24 cents 3.71 cents August 2008 4.24 cents 3.71 cents September 2008 4.29 cents 3.76 cents October 2008 4.29 cents 3.76 cents November 2008 4.29 cents 3.76 cents December 2008 4.29 cents 3.82 cents January 2009 4.29 cents 3.82 cents February 2009 4.29 cents 3.82 cents * Assumes shares were purchased and held for the entire accrual period, which differs from the calendar month. Since dividends accrue daily, your actual distributions will vary depending on the date you purchased your shares and any account activity. All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. PERFORMANCE OVERVIEW 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. PLEASE VISIT FRANKLINTEMPLETON.COM OR CALL (800) 342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. The Fund's Class A share price, as measured by net asset value, decreased from $11.14 on February 29, 2008, to $10.79 on February 28, 2009. The Fund's Class A shares paid dividends totaling 50.98 cents per share for the same period.(2) The Performance Summary beginning on page 21 shows that at the end of this reporting period the Fund's Class A shares' distribution rate was 4.60% based on an annualization of the current 4.32 cent per share dividend and the maximum offering price of $11.27 on February 28, 2009. An investor in the 2009 maximum combined effective federal and Colorado personal income tax bracket of 38.01% would need to earn a distribution rate of 7.42% from a taxable investment to match the Fund's Class A tax-free distribution rate. For the Fund's Class C shares' performance, please see the Performance Summary. (2.) All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. 18 | Annual Report STATE UPDATE Colorado's diverse industry base and well-educated workforce helped support its economy in the middle of a national downturn. Its growing population, partly due to in-migration, contributed to employment and personal income trends that were better than the national average. As of February 2009, the state's unemployment rate was 7.2%, compared to the country's 8.1% rate.(3) In December 2008, the state government announced job creation and economic development proposals that included provisions to give companies tax incentives to create jobs in Colorado, increase credit availability to small businesses, fund workforce training programs geared toward clean energy industries and attract such companies to the state. Colorado's financial position has improved since the 2005 passage of Referendum C, which modified the state's existing Taxpayer Bill of Rights (TABOR) constitutional revenue cap through 2010. Referendum C had the effect of raising limits on revenues that can be kept in the general fund instead of being returned to taxpayers. Preliminary revenue growth in the current fiscal year came in below projections and forecasts for future years were revised downward, but state finances were somewhat cushioned by fully funded reserves. The state government was quick to adapt to a weakening revenue environment, as it implemented a midyear hiring freeze for the executive branch and postponed some capital spending and construction projects in October 2008. Colorado has very low debt levels due to constitutional limitations on long-term general obligation debt issuance, with state tax-supported debt consisting largely of general fund lease obligations. The state's balanced operations aided by quarterly revenue forecasts and midyear budget adjustments led independent credit rating agency Standard & Poor's to assign Colorado an issuer credit rating of AA with a stable outlook.(4) MANAGER'S DISCUSSION We used various investment strategies during the 12 months under review as we sought to maximize tax-free income for shareholders. Please read the discussion on page 6 for details. PORTFOLIO BREAKDOWN Franklin Colorado Tax-Free Income Fund 2/28/09 % OF TOTAL LONG-TERM INVESTMENTS* ---------------------- Prerefunded 22.5% Utilities 19.5% Hospital & Health Care 16.6% Higher Education 10.9% Tax-Supported 9.4% General Obligation 8.2% Subject to Government Appropriations 6.9% Transportation 2.8% Housing 2.1% Other Revenue 1.0% Corporate-Backed 0.1% * Does not include short-term investments and other net assets. (3.) Source: Bureau of Labor Statistics. (4.) This does not indicate Standard & Poor's rating of the Fund. Annual Report | 19 Thank you for your continued participation in Franklin Colorado Tax-Free Income Fund. We intend to maintain our conservative, buy-and-hold investment strategy as we attempt to provide shareholders with high, current, tax-free income. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF FEBRUARY 28, 2009, 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, STATE, 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. 20 | Annual Report Performance Summary as of 2/28/09 FRANKLIN COLORADO TAX-FREE INCOME FUND 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. The performance table and graphs do not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund's dividends and capital gain distributions, if any, and any unrealized gains or losses. PRICE AND DISTRIBUTION INFORMATION CLASS A (SYMBOL: FRCOX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.35 $10.79 $11.14 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.5098 CLASS C (SYMBOL: FCOIX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.34 $10.88 $11.22 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.4476 PERFORMANCE CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURNS INCLUDE MAXIMUM SALES CHARGES. CLASS A: 4.25% MAXIMUM INITIAL SALES CHARGE; CLASS C: 1% CONTINGENT DEFERRED SALES CHARGE IN FIRST YEAR ONLY. CLASS A 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------- ------- Cumulative Total Return(1) +1.43% +10.47% +43.25% Average Annual Total Return(2) -2.85% +1.13% +3.21% Avg. Ann. Total Return (3/31/09)(3) -5.45% +1.28% +3.23% Distribution Rate(4) 4.60% Taxable Equivalent Distribution Rate(5) 7.42% 30-Day Standardized Yield(6) 4.04% Taxable Equivalent Yield(5) 6.52% Total Annual Operating Expenses(7) 0.67% CLASS C 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------- ------- Cumulative Total Return(1) +0.94% +7.49% +35.64% Average Annual Total Return(2) -0.03% +1.45% +3.10% Avg. Ann. Total Return (3/31/09)(3) -2.73% +1.61% +3.11% Distribution Rate(4) 4.24% Taxable Equivalent Distribution Rate(5) 6.84% 30-Day Standardized Yield(6) 3.68% Taxable Equivalent Yield(5) 5.94% Total Annual Operating Expenses(7) 1.22% 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, SEE "FUNDS AND PERFORMANCE" AT FRANKLINTEMPLETON.COM OR CALL (800) 342-5236. Annual Report | 21 Performance Summary (CONTINUED) TOTAL RETURN INDEX COMPARISON FOR A HYPOTHETICAL $10,000 INVESTMENT Total return represents the change in value of an investment over the periods shown. It includes any current, applicable, maximum sales charge, Fund expenses, account fees and reinvested distributions. The unmanaged index includes reinvestment of any income or distributions. It differs from the Fund in composition and does not pay management fees or expenses. One cannot invest directly in an index. AVERAGE ANNUAL TOTAL RETURN CLASS A 2/28/09 - ------- ------- 1-Year -2.85% 5-Year +1.13% 10-Year +3.21% CLASS A (3/1/99-2/28/09) (PERFORMANCE GRAPH) FRANKLIN COLORADO BARCLAYS CAPITAL TAX-FREE MUNICIPAL DATE INCOME FUND - CLASS A BOND INDEX CPI - ---------- --------------------- ---------------- ------- 3/1/1999 $ 9,579 $10,000 $10,000 3/31/1999 $ 9,610 $10,014 $10,030 4/30/1999 $ 9,618 $10,039 $10,103 5/31/1999 $ 9,561 $ 9,981 $10,103 6/30/1999 $ 9,425 $ 9,837 $10,103 7/31/1999 $ 9,432 $ 9,873 $10,134 8/31/1999 $ 9,302 $ 9,794 $10,158 9/30/1999 $ 9,285 $ 9,798 $10,207 10/31/1999 $ 9,121 $ 9,692 $10,225 11/30/1999 $ 9,211 $ 9,795 $10,231 12/31/1999 $ 9,103 $ 9,722 $10,231 1/31/2000 $ 9,011 $ 9,679 $10,261 2/29/2000 $ 9,136 $ 9,792 $10,322 3/31/2000 $ 9,379 $10,006 $10,407 4/30/2000 $ 9,319 $ 9,947 $10,413 5/31/2000 $ 9,251 $ 9,895 $10,426 6/30/2000 $ 9,497 $10,157 $10,480 7/31/2000 $ 9,617 $10,299 $10,505 8/31/2000 $ 9,771 $10,457 $10,505 9/30/2000 $ 9,701 $10,403 $10,559 10/31/2000 $ 9,813 $10,516 $10,578 11/30/2000 $ 9,891 $10,596 $10,584 12/31/2000 $10,161 $10,858 $10,578 1/31/2001 $10,239 $10,965 $10,644 2/28/2001 $10,283 $11,000 $10,687 3/31/2001 $10,362 $11,099 $10,711 4/30/2001 $10,290 $10,978 $10,754 5/31/2001 $10,379 $11,097 $10,802 6/30/2001 $10,503 $11,171 $10,821 7/31/2001 $10,674 $11,336 $10,790 8/31/2001 $10,854 $11,523 $10,790 9/30/2001 $10,770 $11,484 $10,839 10/31/2001 $10,887 $11,621 $10,802 11/30/2001 $10,804 $11,523 $10,784 12/31/2001 $10,674 $11,414 $10,742 1/31/2002 $10,847 $11,612 $10,766 2/28/2002 $10,948 $11,752 $10,809 3/31/2002 $10,798 $11,522 $10,869 4/30/2002 $10,936 $11,747 $10,930 5/31/2002 $11,001 $11,818 $10,930 6/30/2002 $11,103 $11,943 $10,936 7/31/2002 $11,234 $12,097 $10,948 8/31/2002 $11,337 $12,242 $10,985 9/30/2002 $11,601 $12,510 $11,003 10/31/2002 $11,350 $12,303 $11,021 11/30/2002 $11,300 $12,252 $11,021 12/31/2002 $11,538 $12,510 $10,997 1/31/2003 $11,506 $12,479 $11,046 2/28/2003 $11,676 $12,653 $11,131 3/31/2003 $11,651 $12,661 $11,198 4/30/2003 $11,734 $12,744 $11,173 5/31/2003 $12,003 $13,043 $11,155 6/30/2003 $11,958 $12,987 $11,167 7/31/2003 $11,536 $12,533 $11,179 8/31/2003 $11,639 $12,626 $11,222 9/30/2003 $11,963 $12,997 $11,258 10/31/2003 $11,888 $12,932 $11,246 11/30/2003 $12,023 $13,067 $11,216 12/31/2003 $12,139 $13,175 $11,204 1/31/2004 $12,235 $13,250 $11,258 2/29/2004 $12,423 $13,450 $11,319 3/31/2004 $12,387 $13,403 $11,392 4/30/2004 $12,075 $13,086 $11,429 5/31/2004 $12,030 $13,038 $11,495 6/30/2004 $12,056 $13,086 $11,532 7/31/2004 $12,237 $13,258 $11,514 8/31/2004 $12,450 $13,524 $11,520 9/30/2004 $12,529 $13,595 $11,544 10/31/2004 $12,649 $13,712 $11,605 11/30/2004 $12,539 $13,599 $11,611 12/31/2004 $12,724 $13,765 $11,568 1/31/2005 $12,888 $13,894 $11,593 2/28/2005 $12,840 $13,848 $11,660 3/31/2005 $12,803 $13,760 $11,751 4/30/2005 $13,000 $13,977 $11,830 5/31/2005 $13,092 $14,076 $11,818 6/30/2005 $13,151 $14,163 $11,824 7/31/2005 $13,112 $14,099 $11,878 8/31/2005 $13,248 $14,242 $11,939 9/30/2005 $13,166 $14,146 $12,085 10/31/2005 $13,083 $14,060 $12,109 11/30/2005 $13,153 $14,127 $12,012 12/31/2005 $13,280 $14,249 $11,964 1/31/2006 $13,295 $14,287 $12,055 2/28/2006 $13,411 $14,383 $12,079 3/31/2006 $13,326 $14,284 $12,146 4/30/2006 $13,320 $14,279 $12,249 5/31/2006 $13,358 $14,343 $12,310 6/30/2006 $13,316 $14,289 $12,334 7/31/2006 $13,456 $14,459 $12,371 8/31/2006 $13,654 $14,673 $12,395 9/30/2006 $13,749 $14,775 $12,334 10/31/2006 $13,845 $14,868 $12,267 11/30/2006 $13,986 $14,992 $12,249 12/31/2006 $13,931 $14,939 $12,267 1/31/2007 $13,910 $14,901 $12,305 2/28/2007 $14,086 $15,097 $12,371 3/31/2007 $14,030 $15,060 $12,483 4/30/2007 $14,067 $15,104 $12,564 5/31/2007 $14,011 $15,038 $12,641 6/30/2007 $13,954 $14,960 $12,666 7/31/2007 $14,051 $15,076 $12,663 8/31/2007 $13,899 $15,011 $12,639 9/30/2007 $14,128 $15,233 $12,674 10/31/2007 $14,189 $15,301 $12,701 11/30/2007 $14,240 $15,398 $12,777 12/31/2007 $14,290 $15,441 $12,768 1/31/2008 $14,352 $15,636 $12,832 2/29/2008 $13,529 $14,920 $12,869 3/31/2008 $13,969 $15,346 $12,980 4/30/2008 $14,253 $15,526 $13,059 5/31/2008 $14,378 $15,620 $13,169 6/30/2008 $14,160 $15,443 $13,302 7/31/2008 $14,150 $15,502 $13,372 8/31/2008 $14,264 $15,683 $13,318 9/30/2008 $13,422 $14,948 $13,300 10/31/2008 $13,217 $14,795 $13,166 11/30/2008 $13,018 $14,842 $12,913 12/31/2008 $13,136 $15,059 $12,780 1/31/2009 $13,442 $15,610 $12,835 2/28/2009 $13,721 $15,692 $12,899 AVERAGE ANNUAL TOTAL RETURN CLASS C 2/28/09 - ------- ------- 1-Year -0.03% 5-Year +1.45% 10-Year +3.10% CLASS C (3/1/99-2/28/09) (PERFORMANCE GRAPH) FRANKLIN COLORADO BARCLAYS CAPITAL TAX-FREE MUNICIPAL DATE INCOME FUND - CLASS C BOND INDEX CPI - ---------- --------------------- ---------------- ------- 3/1/1999 $10,000 $10,000 $10,000 3/31/1999 $10,028 $10,014 $10,030 4/30/1999 $10,031 $10,039 $10,103 5/31/1999 $ 9,976 $ 9,981 $10,103 6/30/1999 $ 9,822 $ 9,837 $10,103 7/31/1999 $ 9,825 $ 9,873 $10,134 8/31/1999 $ 9,686 $ 9,794 $10,158 9/30/1999 $ 9,655 $ 9,798 $10,207 10/31/1999 $ 9,481 $ 9,692 $10,225 11/30/1999 $ 9,569 $ 9,795 $10,231 12/31/1999 $ 9,462 $ 9,722 $10,231 1/31/2000 $ 9,363 $ 9,679 $10,261 2/29/2000 $ 9,487 $ 9,792 $10,322 3/31/2000 $ 9,726 $10,006 $10,407 4/30/2000 $ 9,660 $ 9,947 $10,413 5/31/2000 $ 9,595 $ 9,895 $10,426 6/30/2000 $ 9,844 $10,157 $10,480 7/31/2000 $ 9,962 $10,299 $10,505 8/31/2000 $10,116 $10,457 $10,505 9/30/2000 $10,040 $10,403 $10,559 10/31/2000 $10,151 $10,516 $10,578 11/30/2000 $10,235 $10,596 $10,584 12/31/2000 $10,508 $10,858 $10,578 1/31/2001 $10,584 $10,965 $10,644 2/28/2001 $10,615 $11,000 $10,687 3/31/2001 $10,700 $11,099 $10,711 4/30/2001 $10,612 $10,978 $10,754 5/31/2001 $10,698 $11,097 $10,802 6/30/2001 $10,830 $11,171 $10,821 7/31/2001 $11,000 $11,336 $10,790 8/31/2001 $11,179 $11,523 $10,790 9/30/2001 $11,080 $11,484 $10,839 10/31/2001 $11,204 $11,621 $10,802 11/30/2001 $11,104 $11,523 $10,784 12/31/2001 $10,976 $11,414 $10,742 1/31/2002 $11,148 $11,612 $10,766 2/28/2002 $11,245 $11,752 $10,809 3/31/2002 $11,077 $11,522 $10,869 4/30/2002 $11,223 $11,747 $10,930 5/31/2002 $11,283 $11,818 $10,930 6/30/2002 $11,382 $11,943 $10,936 7/31/2002 $11,511 $12,097 $10,948 8/31/2002 $11,611 $12,242 $10,985 9/30/2002 $11,875 $12,510 $11,003 10/31/2002 $11,614 $12,303 $11,021 11/30/2002 $11,557 $12,252 $11,021 12/31/2002 $11,804 $12,510 $10,997 1/31/2003 $11,756 $12,479 $11,046 2/28/2003 $11,933 $12,653 $11,131 3/31/2003 $11,893 $12,661 $11,198 4/30/2003 $11,972 $12,744 $11,173 5/31/2003 $12,241 $13,043 $11,155 6/30/2003 $12,199 $12,987 $11,167 7/31/2003 $11,765 $12,533 $11,179 8/31/2003 $11,864 $12,626 $11,222 9/30/2003 $12,186 $12,997 $11,258 10/31/2003 $12,104 $12,932 $11,246 11/30/2003 $12,234 $13,067 $11,216 12/31/2003 $12,336 $13,175 $11,204 1/31/2004 $12,427 $13,250 $11,258 2/29/2004 $12,622 $13,450 $11,319 3/31/2004 $12,580 $13,403 $11,392 4/30/2004 $12,259 $13,086 $11,429 5/31/2004 $12,208 $13,038 $11,495 6/30/2004 $12,228 $13,086 $11,532 7/31/2004 $12,395 $13,258 $11,514 8/31/2004 $12,614 $13,524 $11,520 9/30/2004 $12,687 $13,595 $11,544 10/31/2004 $12,803 $13,712 $11,605 11/30/2004 $12,686 $13,599 $11,611 12/31/2004 $12,877 $13,765 $11,568 1/31/2005 $13,025 $13,894 $11,593 2/28/2005 $12,982 $13,848 $11,660 3/31/2005 $12,928 $13,760 $11,751 4/30/2005 $13,120 $13,977 $11,830 5/31/2005 $13,205 $14,076 $11,818 6/30/2005 $13,269 $14,163 $11,824 7/31/2005 $13,214 $14,099 $11,878 8/31/2005 $13,344 $14,242 $11,939 9/30/2005 $13,255 $14,146 $12,085 10/31/2005 $13,177 $14,060 $12,109 11/30/2005 $13,231 $14,127 $12,012 12/31/2005 $13,351 $14,249 $11,964 1/31/2006 $13,360 $14,287 $12,055 2/28/2006 $13,481 $14,383 $12,079 3/31/2006 $13,379 $14,284 $12,146 4/30/2006 $13,366 $14,279 $12,249 5/31/2006 $13,398 $14,343 $12,310 6/30/2006 $13,362 $14,289 $12,334 7/31/2006 $13,484 $14,459 $12,371 8/31/2006 $13,674 $14,673 $12,395 9/30/2006 $13,774 $14,775 $12,334 10/31/2006 $13,852 $14,868 $12,267 11/30/2006 $13,998 $14,992 $12,249 12/31/2006 $13,936 $14,939 $12,267 1/31/2007 $13,897 $14,901 $12,305 2/28/2007 $14,077 $15,097 $12,371 3/31/2007 $14,015 $15,060 $12,483 4/30/2007 $14,045 $15,104 $12,564 5/31/2007 $13,983 $15,038 $12,641 6/30/2007 $13,920 $14,960 $12,666 7/31/2007 $14,009 $15,076 $12,663 8/31/2007 $13,853 $15,011 $12,639 9/30/2007 $14,073 $15,233 $12,674 10/31/2007 $14,127 $15,301 $12,701 11/30/2007 $14,171 $15,398 $12,777 12/31/2007 $14,214 $15,441 $12,768 1/31/2008 $14,269 $15,636 $12,832 2/29/2008 $13,439 $14,920 $12,869 3/31/2008 $13,878 $15,346 $12,980 4/30/2008 $14,150 $15,526 $13,059 5/31/2008 $14,267 $15,620 $13,169 6/30/2008 $14,046 $15,443 $13,302 7/31/2008 $14,030 $15,502 $13,372 8/31/2008 $14,136 $15,683 $13,318 9/30/2008 $13,301 $14,948 $13,300 10/31/2008 $13,081 $14,795 $13,166 11/30/2008 $12,892 $14,842 $12,913 12/31/2008 $12,989 $15,059 $12,780 1/31/2009 $13,295 $15,610 $12,835 2/28/2009 $13,564 $15,692 $12,899 22 | Annual Report Performance Summary (CONTINUED) ENDNOTES BECAUSE MUNICIPAL BONDS ARE SENSITIVE TO INTEREST RATE MOVEMENTS, THE FUND'S YIELD AND SHARE PRICE WILL FLUCTUATE WITH MARKET CONDITIONS. BOND PRICES GENERALLY MOVE IN THE OPPOSITE DIRECTION OF INTEREST RATES. THUS, AS PRICES OF BONDS IN THE FUND ADJUST TO A RISE IN INTEREST RATES, THE FUND'S SHARE PRICE MAY DECLINE. SINCE THE FUND CONCENTRATES ITS INVESTMENTS IN A SINGLE STATE, IT IS SUBJECT TO GREATER RISK OF ADVERSE ECONOMIC AND REGULATORY CHANGES IN THAT STATE THAN A GEOGRAPHICALLY DIVERSIFIED FUND. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. CLASS C: Prior to 1/1/04, these shares were offered with an initial sales charge; thus actual total returns would have differed. These shares have higher annual fees and expenses than Class A shares. (1.) Cumulative total return represents the change in value of an investment over the periods indicated. (2.) Average annual total return represents the average annual change in value of an investment over the periods indicated. (3.) In accordance with SEC rules, we provide standardized average annual total return information through the latest calendar quarter. (4.) Distribution rate is based on an annualization of the respective class's current monthly dividend and the maximum offering price (NAV for Class C) per share on 2/28/09. (5.) Taxable equivalent distribution rate and yield assume the published rates as of 12/29/08 for the maximum combined effective federal and Colorado personal income tax rate of 38.01%, based on the federal income tax rate of 35.00%. (6.) Yield, calculated as required by the SEC, is based on the earnings of the Fund's portfolio for the month ended 2/28/09. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. (8.) Source: (C) 2009 Morningstar. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. All bonds included have a minimum credit rating of at least Baa3/BBB-. They must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be dated after 12/31/90, and must be at least one year from their maturity date. Remarketed issues, taxable municipal bonds, bonds with floating rates and derivatives are excluded from the index. The index has four main bond sectors: general obligation, revenue, insured and prerefunded. The Consumer Price Index (CPI), calculated by the U.S. Bureau of Labor Statistics, is a commonly used measure of the inflation rate. Annual Report | 23 Your Fund's Expenses FRANKLIN COLORADO TAX-FREE INCOME FUND As a Fund shareholder, you can incur two types of costs: - - Transaction costs, including sales charges (loads) on Fund purchases; and - - 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 following table 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 first line (Actual) for each share class listed in the table provides actual account values and expenses. The "Ending Account Value" is derived from the Fund's actual return, which includes the effect of Fund expenses. 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: 1. Divide your account value by $1,000. IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6. 2. Multiply the result by the number under the heading "Expenses Paid During Period." IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 X $7.50 = $64.50. In this illustration, the estimated expenses paid this period are $64.50. HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS Information in the second line (Hypothetical) for each class in the table can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical "Ending Account Value" is based on the actual expense ratio for each class and an assumed 5% annual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. 24 | Annual Report Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES. Therefore, the second line for each class is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING VALUE 9/1/08 VALUE 2/28/09 PERIOD* 9/1/08-2/28/09 ----------------- -------------- ---------------------- CLASS A Actual $1,000 $ 962.00 $3.31 Hypothetical (5% return before expenses) $1,000 $1,021.42 $3.41 CLASS C Actual $1,000 $ 959.60 $5.93 Hypothetical (5% return before expenses) $1,000 $1,018.74 $6.11 * Expenses are calculated using the most recent six-month expense ratio, annualized for each class (A: 0.68% and C: 1.22%), multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. Annual Report | 25 Franklin Connecticut Tax-Free Income Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin Connecticut Tax-Free Income Fund seeks to provide as high a level of income exempt from federal and Connecticut personal income taxes as is consistent with prudent investment management and preservation of capital by investing at least 80% of its net assets in securities that pay interest free from such taxes.(1) CREDIT QUALITY BREAKDOWN* Franklin Connecticut Tax-Free Income Fund Based on Total Long-Term Investments as of 2/28/09** (PIE CHART) AAA 25.5% AA 29.8% A 13.8% BBB 23.7% Not Rated by S&P 7.2% * Standard & Poor's (S&P) is the primary independent rating agency; Moody's is the secondary rating agency. Securities not rated by an independent rating agency are assigned comparable internal ratings. Ratings for securities not rated by S&P are in the table below. ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa 1.3% -- AA or Aa 0.6% -- A 3.7% -- BBB or Baa 0.5% 0.2% Below Investment Grade 0.9% -- --- --- Total 7.0% 0.2% This annual report for Franklin Connecticut Tax-Free Income Fund covers the fiscal year ended February 28, 2009. PERFORMANCE OVERVIEW 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. PLEASE VISIT FRANKLINTEMPLETON.COM OR CALL (800) 342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. The Fund's Class A share price, as measured by net asset value, decreased from $10.39 on February 29, 2008, to $10.18 on February 28, 2009. The Fund's Class A shares paid dividends totaling 44.71 cents per share for the same (1.) For investors subject to alternative minimum tax, a small portion of Fund dividends may be taxable. Distributions of capital gains are generally taxable. To avoid imposition of 28% backup withholding on all Fund distributions and redemption proceeds, U.S. investors must be properly certified on Form W-9 and non-U.S. investors on Form W-8BEN. THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S STATEMENT OF INVESTMENTS (SOI). THE SOI BEGINS ON PAGE 114. 26 | Annual Report DIVIDEND DISTRIBUTIONS* Franklin Connecticut Tax-Free Income Fund DIVIDEND PER SHARE ----------------------- MONTH CLASS A CLASS C - ----- ---------- ---------- March 2008 3.78 cents 3.26 cents April 2008 3.78 cents 3.26 cents May 2008 3.78 cents 3.26 cents June 2008 3.78 cents 3.29 cents July 2008 3.78 cents 3.29 cents August 2008 3.78 cents 3.29 cents September 2008 3.73 cents 3.24 cents October 2008 3.73 cents 3.24 cents November 2008 3.73 cents 3.24 cents December 2008 3.73 cents 3.29 cents January 2009 3.73 cents 3.29 cents February 2009 3.73 cents 3.29 cents * Assumes shares were purchased and held for the entire accrual period, which differs from the calendar month. Since dividends accrue daily, your actual distributions will vary depending on the date you purchased your shares and any account activity. All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. period.(2) The Performance Summary beginning on page 29 shows that at the end of this reporting period the Fund's Class A shares' distribution rate was 4.23% based on an annualization of the current 3.75 cent per share dividend and the maximum offering price of $10.63 on February 28, 2009. An investor in the 2009 maximum combined effective federal and Connecticut personal income tax bracket of 38.25% would need to earn a distribution rate of 6.85% from a taxable investment to match the Fund's Class A tax-free distribution rate. For the Fund's Class C shares' performance, please see the Performance Summary. The Fund was subject to bond calls during the period under review as many municipal bond issuers sought to take advantage of lower interest rates and exercised call options on their outstanding higher coupon bonds issued several years ago. In addition, the Fund had prerefunded bonds that reached their maturity or call dates. In general, we were limited to reinvesting these proceeds as well as those from cash inflows at current, lower interest rates, which tended to reduce the Fund's income and cause dividend distributions to decline slightly, as shown in the dividend distributions table. STATE UPDATE Economic conditions in Connecticut weakened amid a national recession. Although supported by a diverse and highly developed economy, the state (2.) All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. Annual Report | 27 PORTFOLIO BREAKDOWN Franklin Connecticut Tax-Free Income Fund 2/28/09 % OF TOTAL LONG-TERM INVESTMENTS* ---------------------- Higher Education 22.9% Prerefunded 18.0% Utilities 16.8% Other Revenue 13.5% Hospital & Health Care 11.7% General Obligation 7.6% Housing 5.6% Corporate-Backed 1.2% Tax-Supported 1.1% Subject to Government Appropriations 0.8% Transportation 0.8% * Does not include short-term investments and other net assets. suffered losses in jobs and tax revenues largely due to its close links to Wall Street and its battered financial services and insurance industries. As of February 2009, the state's 7.4% unemployment rate was lower than the country's 8.1% rate.(3) To foster an economic recovery, in January 2009 the governor proposed a statewide stimulus package targeting job creation, school construction, transportation and social services. The plan, funded by bonds, also included provisions to reinforce the manufacturing sector by helping small manufacturers create and retain jobs. Exports, particularly in industrial machinery, grew steadily in the past few years and proved to be a point of strength for the state with its double-digit increase in 2008. Due to weaker-than-forecast tax revenues, Connecticut's budget deficit for the current fiscal year was projected to be higher than estimated. Revenues in personal, corporate and sales taxes all declined, but incoming federal stimulus funds and a fully funded reserve pool -- more than double the balance before the last recession and reaching its highest level ever in this fiscal year -- helped achieve fiscal balance and afforded Connecticut the flexibility to manage through the downbeat climate. Given the state's high wealth and income levels, Connecticut's debt levels were high but manageable. The state's conservative fiscal management with embedded and likely sustainable practices led independent credit rating agency Standard & Poor's to assign Connecticut's general obligation bonds a long-term rating of AA with a stable outlook.(4) MANAGER'S DISCUSSION We used various investment strategies during the 12 months under review as we sought to maximize tax-free income for shareholders. Please read the discussion on page 6 for details. Thank you for your continued participation in Franklin Connecticut Tax-Free Income Fund. We intend to maintain our conservative, buy-and-hold investment strategy as we attempt to provide shareholders with high, current, tax-free income. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF FEBRUARY 28, 2009, 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, STATE, 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. (3.) Source: Bureau of Labor Statistics. (4.) This does not indicate Standard & Poor's rating of the Fund. 28 | Annual Report Performance Summary as of 2/28/09 FRANKLIN CONNECTICUT TAX-FREE INCOME FUND 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. The performance table and graphs do not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund's dividends and capital gain distributions, if any, and any unrealized gains or losses. PRICE AND DISTRIBUTION INFORMATION CLASS A (SYMBOL: FXCTX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.21 $10.18 $10.39 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.4471 CLASS C (SYMBOL: FCTIX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.20 $10.24 $10.44 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.3895 PERFORMANCE CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURNS INCLUDE MAXIMUM SALES CHARGES. CLASS A: 4.25% MAXIMUM INITIAL SALES CHARGE; CLASS C: 1% CONTINGENT DEFERRED SALES CHARGE IN FIRST YEAR ONLY. CLASS A 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------- Cumulative Total Return(1) +2.31% +13.45% +43.20% Average Annual Total Return(2) -2.03% +1.67% +3.21% Avg. Ann. Total Return (3/31/09)(3) -4.78% +1.69% +3.19% Distribution Rate(4) 4.23% Taxable Equivalent Distribution Rate(5) 6.85% 30-Day Standardized Yield(6) 3.83% Taxable Equivalent Yield(5) 6.20% Total Annual Operating Expenses(7) 0.69% CLASS C 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------- Cumulative Total Return(1) +1.83% +10.39% +35.70% Average Annual Total Return(2) +0.85% +2.00% +3.10% Avg. Ann. Total Return (3/31/09)(3) -2.18% +2.02% +3.07% Distribution Rate(4) 3.86% Taxable Equivalent Distribution Rate(5) 6.25% 30-Day Standardized Yield(6) 3.46% Taxable Equivalent Yield(5) 5.60% Total Annual Operating Expenses(7) 1.24% 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, SEE "FUNDS AND PERFORMANCE" AT FRANKLINTEMPLETON.COM OR CALL (800) 342-5236. Annual Report | 29 Performance Summary (CONTINUED) TOTAL RETURN INDEX COMPARISON FOR A HYPOTHETICAL $10,000 INVESTMENT Total return represents the change in value of an investment over the periods shown. It includes any current, applicable, maximum sales charge, Fund expenses, account fees and reinvested distributions. The unmanaged index includes reinvestment of any income or distributions. It differs from the Fund in composition and does not pay management fees or expenses. One cannot invest directly in an index. AVERAGE ANNUAL TOTAL RETURN CLASS A 2/28/09 - ------- ------- 1-Year -2.03% 5-Year +1.67% 10-Year +3.21% CLASS A (3/1/99-2/28/09) (PERFORMANCE GRAPH) FRANKLIN BARCLAYS CONNECTICUT CAPITAL TAX-FREE INCOME MUNICIPAL DATE FUND - CLASS A BOND INDEX CPI - ---------- --------------- ---------- ------- 3/1/1999 $ 9,575 $10,000 $10,000 3/31/1999 $ 9,598 $10,014 $10,030 4/30/1999 $ 9,595 $10,039 $10,103 5/31/1999 $ 9,557 $ 9,981 $10,103 6/30/1999 $ 9,399 $ 9,837 $10,103 7/31/1999 $ 9,422 $ 9,873 $10,134 8/31/1999 $ 9,280 $ 9,794 $10,158 9/30/1999 $ 9,259 $ 9,798 $10,207 10/31/1999 $ 9,090 $ 9,692 $10,225 11/30/1999 $ 9,157 $ 9,795 $10,231 12/31/1999 $ 9,038 $ 9,722 $10,231 1/31/2000 $ 8,928 $ 9,679 $10,261 2/29/2000 $ 9,005 $ 9,792 $10,322 3/31/2000 $ 9,244 $10,006 $10,407 4/30/2000 $ 9,177 $ 9,947 $10,413 5/31/2000 $ 9,111 $ 9,895 $10,426 6/30/2000 $ 9,344 $10,157 $10,480 7/31/2000 $ 9,468 $10,299 $10,505 8/31/2000 $ 9,621 $10,457 $10,505 9/30/2000 $ 9,572 $10,403 $10,559 10/31/2000 $ 9,670 $10,516 $10,578 11/30/2000 $ 9,741 $10,596 $10,584 12/31/2000 $ 9,934 $10,858 $10,578 1/31/2001 $ 9,987 $10,965 $10,644 2/28/2001 $10,040 $11,000 $10,687 3/31/2001 $10,139 $11,099 $10,711 4/30/2001 $10,031 $10,978 $10,754 5/31/2001 $10,151 $11,097 $10,802 6/30/2001 $10,231 $11,171 $10,821 7/31/2001 $10,428 $11,336 $10,790 8/31/2001 $10,616 $11,523 $10,790 9/30/2001 $10,543 $11,484 $10,839 10/31/2001 $10,702 $11,621 $10,802 11/30/2001 $10,599 $11,523 $10,784 12/31/2001 $10,494 $11,414 $10,742 1/31/2002 $10,664 $11,612 $10,766 2/28/2002 $10,795 $11,752 $10,809 3/31/2002 $10,590 $11,522 $10,869 4/30/2002 $10,772 $11,747 $10,930 5/31/2002 $10,826 $11,818 $10,930 6/30/2002 $10,929 $11,943 $10,936 7/31/2002 $11,083 $12,097 $10,948 8/31/2002 $11,208 $12,242 $10,985 9/30/2002 $11,475 $12,510 $11,003 10/31/2002 $11,224 $12,303 $11,021 11/30/2002 $11,175 $12,252 $11,021 12/31/2002 $11,415 $12,510 $10,997 1/31/2003 $11,386 $12,479 $11,046 2/28/2003 $11,543 $12,653 $11,131 3/31/2003 $11,545 $12,661 $11,198 4/30/2003 $11,620 $12,744 $11,173 5/31/2003 $11,904 $13,043 $11,155 6/30/2003 $11,853 $12,987 $11,167 7/31/2003 $11,314 $12,533 $11,179 8/31/2003 $11,368 $12,626 $11,222 9/30/2003 $11,646 $12,997 $11,258 10/31/2003 $11,594 $12,932 $11,246 11/30/2003 $11,734 $13,067 $11,216 12/31/2003 $11,831 $13,175 $11,204 1/31/2004 $11,896 $13,250 $11,258 2/29/2004 $12,091 $13,450 $11,319 3/31/2004 $12,090 $13,403 $11,392 4/30/2004 $11,763 $13,086 $11,429 5/31/2004 $11,719 $13,038 $11,495 6/30/2004 $11,796 $13,086 $11,532 7/31/2004 $11,984 $13,258 $11,514 8/31/2004 $12,194 $13,524 $11,520 9/30/2004 $12,283 $13,595 $11,544 10/31/2004 $12,406 $13,712 $11,605 11/30/2004 $12,328 $13,599 $11,611 12/31/2004 $12,485 $13,765 $11,568 1/31/2005 $12,643 $13,894 $11,593 2/28/2005 $12,621 $13,848 $11,660 3/31/2005 $12,576 $13,760 $11,751 4/30/2005 $12,770 $13,977 $11,830 5/31/2005 $12,862 $14,076 $11,818 6/30/2005 $12,919 $14,163 $11,824 7/31/2005 $12,897 $14,099 $11,878 8/31/2005 $13,024 $14,242 $11,939 9/30/2005 $12,933 $14,146 $12,085 10/31/2005 $12,875 $14,060 $12,109 11/30/2005 $12,933 $14,127 $12,012 12/31/2005 $13,051 $14,249 $11,964 1/31/2006 $13,075 $14,287 $12,055 2/28/2006 $13,169 $14,383 $12,079 3/31/2006 $13,085 $14,284 $12,146 4/30/2006 $13,108 $14,279 $12,249 5/31/2006 $13,131 $14,343 $12,310 6/30/2006 $13,094 $14,289 $12,334 7/31/2006 $13,225 $14,459 $12,371 8/31/2006 $13,406 $14,673 $12,395 9/30/2006 $13,489 $14,775 $12,334 10/31/2006 $13,561 $14,868 $12,267 11/30/2006 $13,681 $14,992 $12,249 12/31/2006 $13,643 $14,939 $12,267 1/31/2007 $13,616 $14,901 $12,305 2/28/2007 $13,775 $15,097 $12,371 3/31/2007 $13,723 $15,060 $12,483 4/30/2007 $13,770 $15,104 $12,564 5/31/2007 $13,718 $15,038 $12,641 6/30/2007 $13,666 $14,960 $12,666 7/31/2007 $13,751 $15,076 $12,663 8/31/2007 $13,636 $15,011 $12,639 9/30/2007 $13,836 $15,233 $12,674 10/31/2007 $13,896 $15,301 $12,701 11/30/2007 $13,945 $15,398 $12,777 12/31/2007 $13,955 $15,441 $12,768 1/31/2008 $14,068 $15,636 $12,832 2/29/2008 $13,408 $14,920 $12,869 3/31/2008 $13,818 $15,346 $12,980 4/30/2008 $14,022 $15,526 $13,059 5/31/2008 $14,136 $15,620 $13,169 6/30/2008 $14,016 $15,443 $13,302 7/31/2008 $14,013 $15,502 $13,372 8/31/2008 $14,102 $15,683 $13,318 9/30/2008 $13,399 $14,948 $13,300 10/31/2008 $13,199 $14,795 $13,166 11/30/2008 $13,048 $14,842 $12,913 12/31/2008 $13,018 $15,059 $12,780 1/31/2009 $13,510 $15,610 $12,835 2/28/2009 $13,711 $15,692 $12,899 AVERAGE ANNUAL TOTAL RETURN CLASS C 2/28/09 - ------- ------- 1-Year +0.85% 5-Year +2.00% 10-Year +3.10% CLASS C (3/1/99-2/28/09) (PERFORMANCE GRAPH) FRANKLIN BARCLAYS CONNECTICUT CAPITAL TAX-FREE INCOME MUNICIPAL DATE FUND - CLASS C BOND INDEX CPI - ---------- --------------- ---------- ------- 3/1/1999 $10,000 $10,000 $10,000 3/31/1999 $10,019 $10,014 $10,030 4/30/1999 $10,020 $10,039 $10,103 5/31/1999 $ 9,967 $ 9,981 $10,103 6/30/1999 $ 9,798 $ 9,837 $10,103 7/31/1999 $ 9,826 $ 9,873 $10,134 8/31/1999 $ 9,665 $ 9,794 $10,158 9/30/1999 $ 9,639 $ 9,798 $10,207 10/31/1999 $ 9,459 $ 9,692 $10,225 11/30/1999 $ 9,524 $ 9,795 $10,231 12/31/1999 $ 9,397 $ 9,722 $10,231 1/31/2000 $ 9,279 $ 9,679 $10,261 2/29/2000 $ 9,363 $ 9,792 $10,322 3/31/2000 $ 9,606 $10,006 $10,407 4/30/2000 $ 9,533 $ 9,947 $10,413 5/31/2000 $ 9,451 $ 9,895 $10,426 6/30/2000 $ 9,687 $10,157 $10,480 7/31/2000 $ 9,812 $10,299 $10,505 8/31/2000 $ 9,965 $10,457 $10,505 9/30/2000 $ 9,910 $10,403 $10,559 10/31/2000 $10,007 $10,516 $10,578 11/30/2000 $10,076 $10,596 $10,584 12/31/2000 $10,270 $10,858 $10,578 1/31/2001 $10,319 $10,965 $10,644 2/28/2001 $10,369 $11,000 $10,687 3/31/2001 $10,467 $11,099 $10,711 4/30/2001 $10,350 $10,978 $10,754 5/31/2001 $10,478 $11,097 $10,802 6/30/2001 $10,557 $11,171 $10,821 7/31/2001 $10,754 $11,336 $10,790 8/31/2001 $10,942 $11,523 $10,790 9/30/2001 $10,862 $11,484 $10,839 10/31/2001 $11,021 $11,621 $10,802 11/30/2001 $10,910 $11,523 $10,784 12/31/2001 $10,797 $11,414 $10,742 1/31/2002 $10,966 $11,612 $10,766 2/28/2002 $11,096 $11,752 $10,809 3/31/2002 $10,880 $11,522 $10,869 4/30/2002 $11,062 $11,747 $10,930 5/31/2002 $11,111 $11,818 $10,930 6/30/2002 $11,212 $11,943 $10,936 7/31/2002 $11,364 $12,097 $10,948 8/31/2002 $11,487 $12,242 $10,985 9/30/2002 $11,755 $12,510 $11,003 10/31/2002 $11,503 $12,303 $11,021 11/30/2002 $11,449 $12,252 $11,021 12/31/2002 $11,678 $12,510 $10,997 1/31/2003 $11,643 $12,479 $11,046 2/28/2003 $11,808 $12,653 $11,131 3/31/2003 $11,794 $12,661 $11,198 4/30/2003 $11,865 $12,744 $11,173 5/31/2003 $12,149 $13,043 $11,155 6/30/2003 $12,101 $12,987 $11,167 7/31/2003 $11,537 $12,533 $11,179 8/31/2003 $11,586 $12,626 $11,222 9/30/2003 $11,863 $12,997 $11,258 10/31/2003 $11,804 $12,932 $11,246 11/30/2003 $11,951 $13,067 $11,216 12/31/2003 $12,044 $13,175 $11,204 1/31/2004 $12,104 $13,250 $11,258 2/29/2004 $12,297 $13,450 $11,319 3/31/2004 $12,280 $13,403 $11,392 4/30/2004 $11,954 $13,086 $11,429 5/31/2004 $11,904 $13,038 $11,495 6/30/2004 $11,976 $13,086 $11,532 7/31/2004 $12,148 $13,258 $11,514 8/31/2004 $12,366 $13,524 $11,520 9/30/2004 $12,439 $13,595 $11,544 10/31/2004 $12,569 $13,712 $11,605 11/30/2004 $12,484 $13,599 $11,611 12/31/2004 $12,637 $13,765 $11,568 1/31/2005 $12,790 $13,894 $11,593 2/28/2005 $12,762 $13,848 $11,660 3/31/2005 $12,710 $13,760 $11,751 4/30/2005 $12,899 $13,977 $11,830 5/31/2005 $12,985 $14,076 $11,818 6/30/2005 $13,049 $14,163 $11,824 7/31/2005 $13,021 $14,099 $11,878 8/31/2005 $13,131 $14,242 $11,939 9/30/2005 $13,045 $14,146 $12,085 10/31/2005 $12,970 $14,060 $12,109 11/30/2005 $13,023 $14,127 $12,012 12/31/2005 $13,135 $14,249 $11,964 1/31/2006 $13,152 $14,287 $12,055 2/28/2006 $13,241 $14,383 $12,079 3/31/2006 $13,163 $14,284 $12,146 4/30/2006 $13,167 $14,279 $12,249 5/31/2006 $13,196 $14,343 $12,310 6/30/2006 $13,153 $14,289 $12,334 7/31/2006 $13,266 $14,459 $12,371 8/31/2006 $13,440 $14,673 $12,395 9/30/2006 $13,517 $14,775 $12,334 10/31/2006 $13,595 $14,868 $12,267 11/30/2006 $13,709 $14,992 $12,249 12/31/2006 $13,664 $14,939 $12,267 1/31/2007 $13,619 $14,901 $12,305 2/28/2007 $13,783 $15,097 $12,371 3/31/2007 $13,725 $15,060 $12,483 4/30/2007 $13,766 $15,104 $12,564 5/31/2007 $13,708 $15,038 $12,641 6/30/2007 $13,649 $14,960 $12,666 7/31/2007 $13,728 $15,076 $12,663 8/31/2007 $13,607 $15,011 $12,639 9/30/2007 $13,787 $15,233 $12,674 10/31/2007 $13,841 $15,301 $12,701 11/30/2007 $13,895 $15,398 $12,777 12/31/2007 $13,899 $15,441 $12,768 1/31/2008 $13,991 $15,636 $12,832 2/29/2008 $13,332 $14,920 $12,869 3/31/2008 $13,744 $15,346 $12,980 4/30/2008 $13,939 $15,526 $13,059 5/31/2008 $14,032 $15,620 $13,169 6/30/2008 $13,920 $15,443 $13,302 7/31/2008 $13,911 $15,502 $13,372 8/31/2008 $13,992 $15,683 $13,318 9/30/2008 $13,279 $14,948 $13,300 10/31/2008 $13,088 $14,795 $13,166 11/30/2008 $12,920 $14,842 $12,913 12/31/2008 $12,885 $15,059 $12,780 1/31/2009 $13,376 $15,610 $12,835 2/28/2009 $13,570 $15,692 $12,899 30 | Annual Report Performance Summary (CONTINUED) ENDNOTES BECAUSE MUNICIPAL BONDS ARE SENSITIVE TO INTEREST RATE MOVEMENTS, THE FUND'S YIELD AND SHARE PRICE WILL FLUCTUATE WITH MARKET CONDITIONS. BOND PRICES GENERALLY MOVE IN THE OPPOSITE DIRECTION OF INTEREST RATES. THUS, AS PRICES OF BONDS IN THE FUND ADJUST TO A RISE IN INTEREST RATES, THE FUND'S SHARE PRICE MAY DECLINE. SINCE THE FUND CONCENTRATES ITS INVESTMENTS IN A SINGLE STATE, IT IS SUBJECT TO GREATER RISK OF ADVERSE ECONOMIC AND REGULATORY CHANGES IN THAT STATE THAN A GEOGRAPHICALLY DIVERSIFIED FUND. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. CLASS C: Prior to 1/1/04, these shares were offered with an initial sales charge; thus actual total returns would have differed. These shares have higher annual fees and expenses than Class A shares. (1.) Cumulative total return represents the change in value of an investment over the periods indicated. (2.) Average annual total return represents the average annual change in value of an investment over the periods indicated. (3.) In accordance with SEC rules, we provide standardized average annual total return information through the latest calendar quarter. (4.) Distribution rate is based on an annualization of the respective class's current monthly dividend and the maximum offering price (NAV for Class C) per share on 2/28/09. (5.) Taxable equivalent distribution rate and yield assume the published rates as of 12/29/08 for the maximum combined effective federal and Connecticut personal income tax rate of 38.25%, based on the federal income tax rate of 35.00%. (6.) Yield, calculated as required by the SEC, is based on the earnings of the Fund's portfolio for the month ended 2/28/09. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. (8.) Source: (C) 2009 Morningstar. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. All bonds included have a minimum credit rating of at least Baa3/BBB-. They must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be dated after 12/31/90, and must be at least one year from their maturity date. Remarketed issues, taxable municipal bonds, bonds with floating rates and derivatives are excluded from the index. The index has four main bond sectors: general obligation, revenue, insured and prerefunded. The Consumer Price Index (CPI), calculated by the U.S. Bureau of Labor Statistics, is a commonly used measure of the inflation rate. Annual Report | 31 Your Fund's Expenses FRANKLIN CONNECTICUT TAX-FREE INCOME FUND As a Fund shareholder, you can incur two types of costs: - - Transaction costs, including sales charges (loads) on Fund purchases; and - - 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 following table 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 first line (Actual) for each share class listed in the table provides actual account values and expenses. The "Ending Account Value" is derived from the Fund's actual return, which includes the effect of Fund expenses. 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: 1. Divide your account value by $1,000. IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6. 2. Multiply the result by the number under the heading "Expenses Paid During Period." IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 X $7.50 = $64.50. In this illustration, the estimated expenses paid this period are $64.50. HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS Information in the second line (Hypothetical) for each class in the table can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical "Ending Account Value" is based on the actual expense ratio for each class and an assumed 5% annual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. 32 | Annual Report Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES. Therefore, the second line for each class is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING VALUE 9/1/08 VALUE 2/28/09 PERIOD* 9/1/08-2/28/09 ----------------- ---------------- ---------------------- CLASS A Actual $1,000 $ 972.70 $3.33 Hypothetical (5% return before expenses) $1,000 $1,021.42 $3.41 CLASS C Actual $1,000 $ 970.20 $6.01 Hypothetical (5% return before expenses) $1,000 $1,018.70 $6.16 * Expenses are calculated using the most recent six-month expense ratio, annualized for each class (A: 0.68% and C: 1.23%), multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. Annual Report | 33 Franklin Double Tax-Free Income Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin Double Tax-Free Income Fund seeks to provide as high a level of income exempt from federal and state personal income taxes as is consistent with prudent investment management and preservation of capital by investing at least 80% of its net assets in securities that pay interest free from such taxes.(1) The Fund invests primarily in municipal securities issued by U.S. territories such as Puerto Rico, Guam and the Virgin Islands. CREDIT QUALITY BREAKDOWN* Franklin Double Tax-Free Income Fund 2/28/09 % OF TOTAL RATINGS LONG-TERM INVESTMENTS** - ------- ----------------------- AAA 25.3% AA 12.3% A 6.2% BBB 51.7% Below Investment Grade 0.4% Not Rated by S&P 4.1% * Standard & Poor's (S&P) is the primary independent rating agency; Moody's is the secondary rating agency. Securities not rated by an independent rating agency are assigned comparable internal ratings. Ratings for securities not rated by S&P are in the table below. ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa -- 0.1% BBB or Baa 3.1% 0.9% --- --- Total 3.1% 1.0% This annual report for Franklin Double Tax-Free Income Fund covers the fiscal year ended February 28, 2009. PERFORMANCE OVERVIEW 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. PLEASE VISIT FRANKLINTEMPLETON.COM OR CALL (800) 342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. The Fund's Class A share price, as measured by net asset value, decreased from $11.10 on February 29, 2008, to $10.54 on February 28, 2009. The Fund's (1.) For investors subject to alternative minimum tax, a small portion of Fund dividends may be taxable. Distributions of capital gains are generally taxable. To avoid imposition of 28% backup withholding on all Fund distributions and redemption proceeds, U.S. investors must be properly certified on Form W-9 and non-U.S. investors on Form W-8BEN. THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S STATEMENT OF INVESTMENTS (SOI). THE SOI BEGINS ON PAGE 120. 34 | Annual Report DIVIDEND DISTRIBUTIONS* Franklin Double Tax-Free Income Fund DIVIDEND PER SHARE ----------------------- MONTH CLASS A CLASS C - ----- ---------- ---------- March 2008 4.09 cents 3.54 cents April 2008 4.09 cents 3.54 cents May 2008 4.09 cents 3.54 cents June 2008 4.15 cents 3.62 cents July 2008 4.15 cents 3.62 cents August 2008 4.15 cents 3.62 cents September 2008 4.15 cents 3.63 cents October 2008 4.15 cents 3.63 cents November 2008 4.15 cents 3.63 cents December 2008 4.15 cents 3.70 cents January 2009 4.15 cents 3.70 cents February 2009 4.15 cents 3.70 cents * Assumes shares were purchased and held for the entire accrual period, which differs from the calendar month. Since dividends accrue daily, your actual distributions will vary depending on the date you purchased your shares and any account activity. All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. Class A shares paid dividends totaling 49.44 cents per share for the same period.(2) The Performance Summary beginning on page 37 shows that at the end of this reporting period the Fund's Class A shares' distribution rate was 4.60% based on an annualization of the current 4.22 cent per share dividend and the maximum offering price of $11.01 on February 28, 2009. An investor in the 2009 maximum federal income tax bracket of 35.00% would need to earn a distribution rate of 7.08% from a taxable investment to match the Fund's Class A tax-free distribution rate. For the Fund's Class C shares' performance, please see the Performance Summary. MANAGER'S DISCUSSION We used various investment strategies during the 12 months under review as we sought to maximize tax-free income for shareholders. Please read the discussion on page 6 for details. Franklin Double Tax-Free Income Fund was the first mutual fund of its kind to offer both state and federal income tax exemptions in all 50 states. We do (2.) All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. Annual Report | 35 PORTFOLIO BREAKDOWN Franklin Double Tax-Free Income Fund 2/28/09 % OF TOTAL LONG-TERM INVESTMENTS* ---------------------- Prerefunded 19.9% Utilities 18.4% General Obligation 18.2% Transportation 12.2% Subject to Government Appropriations 8.9% Tax-Supported 7.6% Other Revenue 4.7% Housing 4.3% Higher Education 3.2% Hospital & Health Care 2.6% * Does not include short-term investments and other net assets. this by investing in U.S. territories such as Puerto Rico, Virgin Islands and Guam, which are free from state personal income taxes in all states and the District of Columbia. This can be particularly appealing to residents of states such as Illinois, Iowa and Wisconsin, which place a tax on their in-state municipal bonds. The Fund was well diversified with 106 different positions across 10 different sectors as of February 28, 2009. Issuers represented in the portfolio included Puerto Rico (84.4% of the Fund's total long-term investments), Virgin Islands (11.2%) and Guam (4.4%). Many municipal bond funds purchase U.S. territory paper, mainly Puerto Rico's, as an alternative for their specialty state funds when the supply within a particular state is running low. This strong demand for territory paper has also helped to keep bond values high relative to other states. Puerto Rico's municipal bond market is widely traded and is very liquid because of its dual tax-exemption advantages. Thank you for your continued participation in Franklin Double Tax-Free Income Fund. We intend to maintain our conservative, buy-and-hold investment strategy as we attempt to provide shareholders with high, current, tax-free income. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF FEBRUARY 28, 2009, 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, STATE, 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. 36 | Annual Report Performance Summary as of 2/28/09 FRANKLIN DOUBLE TAX-FREE INCOME FUND 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. The performance table and graphs do not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund's dividends and capital gain distributions, if any, and any unrealized gains or losses. PRICE AND DISTRIBUTION INFORMATION CLASS A (SYMBOL: FPRTX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.56 $10.54 $11.10 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.4944 CLASS C (SYMBOL: FPRIX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.56 $10.58 $11.14 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.4335 PERFORMANCE CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURNS INCLUDE MAXIMUM SALES CHARGES. CLASS A: 4.25% MAXIMUM INITIAL SALES CHARGE; CLASS C: 1% CONTINGENT DEFERRED SALES CHARGE IN FIRST YEAR ONLY. CLASS A 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------- Cumulative Total Return(1) -0.62% +8.40% +40.70% Average Annual Total Return(2) -4.82% +0.74% +3.02% Avg. Ann. Total Return (3/31/09)(3) -9.80% +0.23% +2.70% Distribution Rate(4) 4.60% Taxable Equivalent Distribution Rate(5) 7.08% 30-Day Standardized Yield(6) 4.18% Taxable Equivalent Yield(5) 6.43% Total Annual Operating Expenses(7) 0.69% CLASS C 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------- Cumulative Total Return(1) -1.17% +5.43% +33.41% Average Annual Total Return(2) -2.12% +1.06% +2.92% Avg. Ann. Total Return (3/31/09)(3) -7.24% +0.54% +2.59% Distribution Rate(4) 4.28% Taxable Equivalent Distribution Rate(5) 6.58% 30-Day Standardized Yield(6) 3.82% Taxable Equivalent Yield(5) 5.88% Total Annual Operating Expenses(7) 1.24% 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, SEE "FUNDS AND PERFORMANCE" AT FRANKLINTEMPLETON.COM OR CALL (800) 342-5236. Annual Report | 37 Performance Summary (CONTINUED) TOTAL RETURN INDEX COMPARISON FOR A HYPOTHETICAL $10,000 INVESTMENT Total return represents the change in value of an investment over the periods shown. It includes any current, applicable, maximum sales charge, Fund expenses, account fees and reinvested distributions. The unmanaged index includes reinvestment of any income or distributions. It differs from the Fund in composition and does not pay management fees or expenses. One cannot invest directly in an index. AVERAGE ANNUAL TOTAL RETURN CLASS A 2/28/09 - ------- ------- 1-Year -4.82% 5-Year +0.74% 10-Year +3.02% CLASS A (3/1/99-2/28/09) (PERFORMANCE GRAPH) FRANKLIN DOUBLE TAX-FREE BARCLAYS CAPITAL DATE INCOME FUND - CLASS A MUNICIPAL BOND INDEX CPI - ---------- ------------------------ -------------------- ------- 3/1/1999 $ 9,573 $10,000 $10,000 3/31/1999 $ 9,619 $10,014 $10,030 4/30/1999 $ 9,641 $10,039 $10,103 5/31/1999 $ 9,615 $ 9,981 $10,103 6/30/1999 $ 9,487 $ 9,837 $10,103 7/31/1999 $ 9,517 $ 9,873 $10,134 8/31/1999 $ 9,400 $ 9,794 $10,158 9/30/1999 $ 9,406 $ 9,798 $10,207 10/31/1999 $ 9,296 $ 9,692 $10,225 11/30/1999 $ 9,361 $ 9,795 $10,231 12/31/1999 $ 9,267 $ 9,722 $10,231 1/31/2000 $ 9,181 $ 9,679 $10,261 2/29/2000 $ 9,289 $ 9,792 $10,322 3/31/2000 $ 9,483 $10,006 $10,407 4/30/2000 $ 9,439 $ 9,947 $10,413 5/31/2000 $ 9,387 $ 9,895 $10,426 6/30/2000 $ 9,618 $10,157 $10,480 7/31/2000 $ 9,755 $10,299 $10,505 8/31/2000 $ 9,910 $10,457 $10,505 9/30/2000 $ 9,866 $10,403 $10,559 10/31/2000 $ 9,926 $10,516 $10,578 11/30/2000 $10,005 $10,596 $10,584 12/31/2000 $10,216 $10,858 $10,578 1/31/2001 $10,277 $10,965 $10,644 2/28/2001 $10,321 $11,000 $10,687 3/31/2001 $10,391 $11,099 $10,711 4/30/2001 $10,309 $10,978 $10,754 5/31/2001 $10,425 $11,097 $10,802 6/30/2001 $10,514 $11,171 $10,821 7/31/2001 $10,694 $11,336 $10,790 8/31/2001 $10,857 $11,523 $10,790 9/30/2001 $10,726 $11,484 $10,839 10/31/2001 $10,862 $11,621 $10,802 11/30/2001 $10,767 $11,523 $10,784 12/31/2001 $10,646 $11,414 $10,742 1/31/2002 $10,812 $11,612 $10,766 2/28/2002 $10,968 $11,752 $10,809 3/31/2002 $10,769 $11,522 $10,869 4/30/2002 $10,981 $11,747 $10,930 5/31/2002 $11,024 $11,818 $10,930 6/30/2002 $11,114 $11,943 $10,936 7/31/2002 $11,243 $12,097 $10,948 8/31/2002 $11,363 $12,242 $10,985 9/30/2002 $11,627 $12,510 $11,003 10/31/2002 $11,429 $12,303 $11,021 11/30/2002 $11,405 $12,252 $11,021 12/31/2002 $11,633 $12,510 $10,997 1/31/2003 $11,560 $12,479 $11,046 2/28/2003 $11,702 $12,653 $11,131 3/31/2003 $11,697 $12,661 $11,198 4/30/2003 $11,721 $12,744 $11,173 5/31/2003 $12,023 $13,043 $11,155 6/30/2003 $11,967 $12,987 $11,167 7/31/2003 $11,512 $12,533 $11,179 8/31/2003 $11,616 $12,626 $11,222 9/30/2003 $11,932 $12,997 $11,258 10/31/2003 $11,864 $12,932 $11,246 11/30/2003 $12,030 $13,067 $11,216 12/31/2003 $12,135 $13,175 $11,204 1/31/2004 $12,189 $13,250 $11,258 2/29/2004 $12,428 $13,450 $11,319 3/31/2004 $12,420 $13,403 $11,392 4/30/2004 $12,070 $13,086 $11,429 5/31/2004 $11,959 $13,038 $11,495 6/30/2004 $12,047 $13,086 $11,532 7/31/2004 $12,248 $13,258 $11,514 8/31/2004 $12,504 $13,524 $11,520 9/30/2004 $12,570 $13,595 $11,544 10/31/2004 $12,700 $13,712 $11,605 11/30/2004 $12,606 $13,599 $11,611 12/31/2004 $12,758 $13,765 $11,568 1/31/2005 $12,931 $13,894 $11,593 2/28/2005 $12,922 $13,848 $11,660 3/31/2005 $12,870 $13,760 $11,751 4/30/2005 $13,067 $13,977 $11,830 5/31/2005 $13,167 $14,076 $11,818 6/30/2005 $13,246 $14,163 $11,824 7/31/2005 $13,193 $14,099 $11,878 8/31/2005 $13,316 $14,242 $11,939 9/30/2005 $13,218 $14,146 $12,085 10/31/2005 $13,131 $14,060 $12,109 11/30/2005 $13,133 $14,127 $12,012 12/31/2005 $13,257 $14,249 $11,964 1/31/2006 $13,314 $14,287 $12,055 2/28/2006 $13,461 $14,383 $12,079 3/31/2006 $13,350 $14,284 $12,146 4/30/2006 $13,340 $14,279 $12,249 5/31/2006 $13,353 $14,343 $12,310 6/30/2006 $13,321 $14,289 $12,334 7/31/2006 $13,471 $14,459 $12,371 8/31/2006 $13,667 $14,673 $12,395 9/30/2006 $13,783 $14,775 $12,334 10/31/2006 $13,877 $14,868 $12,267 11/30/2006 $14,006 $14,992 $12,249 12/31/2006 $13,950 $14,939 $12,267 1/31/2007 $13,928 $14,901 $12,305 2/28/2007 $14,128 $15,097 $12,371 3/31/2007 $14,083 $15,060 $12,483 4/30/2007 $14,132 $15,104 $12,564 5/31/2007 $14,086 $15,038 $12,641 6/30/2007 $14,016 $14,960 $12,666 7/31/2007 $14,112 $15,076 $12,663 8/31/2007 $13,958 $15,011 $12,639 9/30/2007 $14,162 $15,233 $12,674 10/31/2007 $14,222 $15,301 $12,701 11/30/2007 $14,210 $15,398 $12,777 12/31/2007 $14,139 $15,441 $12,768 1/31/2008 $14,261 $15,636 $12,832 2/29/2008 $13,554 $14,920 $12,869 3/31/2008 $13,934 $15,346 $12,980 4/30/2008 $14,204 $15,526 $13,059 5/31/2008 $14,352 $15,620 $13,169 6/30/2008 $14,194 $15,443 $13,302 7/31/2008 $14,158 $15,502 $13,372 8/31/2008 $14,309 $15,683 $13,318 9/30/2008 $13,411 $14,948 $13,300 10/31/2008 $13,028 $14,795 $13,166 11/30/2008 $12,789 $14,842 $12,913 12/31/2008 $12,299 $15,059 $12,780 1/31/2009 $13,278 $15,610 $12,835 2/28/2009 $13,470 $15,692 $12,899 AVERAGE ANNUAL TOTAL RETURN CLASS C 2/28/09 - ------- ------- 1-Year -2.12% 5-Year +1.06% 10-Year +2.92% CLASS C (3/1/99-2/28/09) (PERFORMANCE GRAPH) FRANKLIN DOUBLE TAX-FREE BARCLAYS CAPITAL DATE INCOME FUND - CLASS C MUNICIPAL BOND INDEX CPI - ---------- ------------------------ -------------------- ------- 3/1/1999 $10,000 $10,000 $10,000 3/31/1999 $10,052 $10,014 $10,030 4/30/1999 $10,062 $10,039 $10,103 5/31/1999 $10,029 $ 9,981 $10,103 6/30/1999 $ 9,900 $ 9,837 $10,103 7/31/1999 $ 9,927 $ 9,873 $10,134 8/31/1999 $ 9,801 $ 9,794 $10,158 9/30/1999 $ 9,802 $ 9,798 $10,207 10/31/1999 $ 9,674 $ 9,692 $10,225 11/30/1999 $ 9,737 $ 9,795 $10,231 12/31/1999 $ 9,643 $ 9,722 $10,231 1/31/2000 $ 9,550 $ 9,679 $10,261 2/29/2000 $ 9,658 $ 9,792 $10,322 3/31/2000 $ 9,855 $10,006 $10,407 4/30/2000 $ 9,796 $ 9,947 $10,413 5/31/2000 $ 9,747 $ 9,895 $10,426 6/30/2000 $ 9,982 $10,157 $10,480 7/31/2000 $10,119 $10,299 $10,505 8/31/2000 $10,275 $10,457 $10,505 9/30/2000 $10,225 $10,403 $10,559 10/31/2000 $10,283 $10,516 $10,578 11/30/2000 $10,359 $10,596 $10,584 12/31/2000 $10,572 $10,858 $10,578 1/31/2001 $10,631 $10,965 $10,644 2/28/2001 $10,680 $11,000 $10,687 3/31/2001 $10,747 $11,099 $10,711 4/30/2001 $10,658 $10,978 $10,754 5/31/2001 $10,763 $11,097 $10,802 6/30/2001 $10,850 $11,171 $10,821 7/31/2001 $11,031 $11,336 $10,790 8/31/2001 $11,203 $11,523 $10,790 9/30/2001 $11,054 $11,484 $10,839 10/31/2001 $11,198 $11,621 $10,802 11/30/2001 $11,086 $11,523 $10,784 12/31/2001 $10,966 $11,414 $10,742 1/31/2002 $11,130 $11,612 $10,766 2/28/2002 $11,276 $11,752 $10,809 3/31/2002 $11,076 $11,522 $10,869 4/30/2002 $11,288 $11,747 $10,930 5/31/2002 $11,327 $11,818 $10,930 6/30/2002 $11,405 $11,943 $10,936 7/31/2002 $11,542 $12,097 $10,948 8/31/2002 $11,659 $12,242 $10,985 9/30/2002 $11,925 $12,510 $11,003 10/31/2002 $11,717 $12,303 $11,021 11/30/2002 $11,687 $12,252 $11,021 12/31/2002 $11,925 $12,510 $10,997 1/31/2003 $11,844 $12,479 $11,046 2/28/2003 $11,974 $12,653 $11,131 3/31/2003 $11,964 $12,661 $11,198 4/30/2003 $11,984 $12,744 $11,173 5/31/2003 $12,287 $13,043 $11,155 6/30/2003 $12,223 $12,987 $11,167 7/31/2003 $11,754 $12,533 $11,179 8/31/2003 $11,863 $12,626 $11,222 9/30/2003 $12,179 $12,997 $11,258 10/31/2003 $12,094 $12,932 $11,246 11/30/2003 $12,266 $13,067 $11,216 12/31/2003 $12,357 $13,175 $11,204 1/31/2004 $12,407 $13,250 $11,258 2/29/2004 $12,655 $13,450 $11,319 3/31/2004 $12,641 $13,403 $11,392 4/30/2004 $12,271 $13,086 $11,429 5/31/2004 $12,153 $13,038 $11,495 6/30/2004 $12,235 $13,086 $11,532 7/31/2004 $12,444 $13,258 $11,514 8/31/2004 $12,697 $13,524 $11,520 9/30/2004 $12,758 $13,595 $11,544 10/31/2004 $12,883 $13,712 $11,605 11/30/2004 $12,773 $13,599 $11,611 12/31/2004 $12,931 $13,765 $11,568 1/31/2005 $13,100 $13,894 $11,593 2/28/2005 $13,085 $13,848 $11,660 3/31/2005 $13,027 $13,760 $11,751 4/30/2005 $13,219 $13,977 $11,830 5/31/2005 $13,313 $14,076 $11,818 6/30/2005 $13,376 $14,163 $11,824 7/31/2005 $13,316 $14,099 $11,878 8/31/2005 $13,445 $14,242 $11,939 9/30/2005 $13,341 $14,146 $12,085 10/31/2005 $13,247 $14,060 $12,109 11/30/2005 $13,243 $14,127 $12,012 12/31/2005 $13,361 $14,249 $11,964 1/31/2006 $13,413 $14,287 $12,055 2/28/2006 $13,543 $14,383 $12,079 3/31/2006 $13,436 $14,284 $12,146 4/30/2006 $13,420 $14,279 $12,249 5/31/2006 $13,427 $14,343 $12,310 6/30/2006 $13,388 $14,289 $12,334 7/31/2006 $13,532 $14,459 $12,371 8/31/2006 $13,722 $14,673 $12,395 9/30/2006 $13,833 $14,775 $12,334 10/31/2006 $13,921 $14,868 $12,267 11/30/2006 $14,044 $14,992 $12,249 12/31/2006 $13,981 $14,939 $12,267 1/31/2007 $13,953 $14,901 $12,305 2/28/2007 $14,158 $15,097 $12,371 3/31/2007 $14,095 $15,060 $12,483 4/30/2007 $14,149 $15,104 $12,564 5/31/2007 $14,085 $15,038 $12,641 6/30/2007 $14,009 $14,960 $12,666 7/31/2007 $14,109 $15,076 $12,663 8/31/2007 $13,938 $15,011 $12,639 9/30/2007 $14,134 $15,233 $12,674 10/31/2007 $14,188 $15,301 $12,701 11/30/2007 $14,170 $15,398 $12,777 12/31/2007 $14,092 $15,441 $12,768 1/31/2008 $14,207 $15,636 $12,832 2/29/2008 $13,499 $14,920 $12,869 3/31/2008 $13,869 $15,346 $12,980 4/30/2008 $14,131 $15,526 $13,059 5/31/2008 $14,271 $15,620 $13,169 6/30/2008 $14,107 $15,443 $13,302 7/31/2008 $14,078 $15,502 $13,372 8/31/2008 $14,209 $15,683 $13,318 9/30/2008 $13,314 $14,948 $13,300 10/31/2008 $12,928 $14,795 $13,166 11/30/2008 $12,686 $14,842 $12,913 12/31/2008 $12,196 $15,059 $12,780 1/31/2009 $13,157 $15,610 $12,835 2/28/2009 $13,341 $15,692 $12,899 38 | Annual Report Performance Summary (CONTINUED) ENDNOTES BECAUSE MUNICIPAL BONDS ARE PARTICULARLY SENSITIVE TO INTEREST RATE MOVEMENTS, THE FUND'S YIELD AND SHARE PRICE WILL FLUCTUATE WITH MARKET CONDITIONS. BOND PRICES GENERALLY MOVE IN THE OPPOSITE DIRECTION OF INTEREST RATES. THUS, AS PRICES OF BONDS IN THE FUND ADJUST TO A RISE IN INTEREST RATES, THE FUND'S SHARE PRICE MAY DECLINE. THE FUND IS CLASSIFIED AS A NONDIVERSIFIED FUND, BECAUSE IT MAY INVEST A GREATER PORTION OF ITS ASSETS IN THE MUNICIPAL SECURITIES OF ONE ISSUER THAN A DIVERSIFIED FUND. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. CLASS C: Prior to 1/1/04, these shares were offered with an initial sales charge; thus actual total returns would have differed. These shares have higher annual fees and expenses than Class A shares. (1.) Cumulative total return represents the change in value of an investment over the periods indicated. (2.) Average annual total return represents the average annual change in value of an investment over the periods indicated. (3.) In accordance with SEC rules, we provide standardized average annual total return information through the latest calendar quarter. (4.) Distribution rate is based on an annualization of the respective class's current monthly dividend and the maximum offering price (NAV for Class C) per share on 2/28/09. (5.) Taxable equivalent distribution rate and yield assume the 2009 maximum federal income tax rate of 35.00%. (6.) Yield, calculated as required by the SEC, is based on the earnings of the Fund's portfolio for the month ended 2/28/09. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. (8.) Source: (C) 2009 Morningstar. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. All bonds included have a minimum credit rating of at least Baa3/BBB-. They must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be dated after 12/31/90, and must be at least one year from their maturity date. Remarketed issues, taxable municipal bonds, bonds with floating rates and derivatives are excluded from the index. The index has four main bond sectors: general obligation, revenue, insured and prerefunded. The Consumer Price Index (CPI), calculated by the U.S. Bureau of Labor Statistics, is a commonly used measure of the inflation rate. Annual Report | 39 Your Fund's Expenses FRANKLIN DOUBLE TAX-FREE INCOME FUND As a Fund shareholder, you can incur two types of costs: - - Transaction costs, including sales charges (loads) on Fund purchases; and - - 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 following table 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 first line (Actual) for each share class listed in the table provides actual account values and expenses. The "Ending Account Value" is derived from the Fund's actual return, which includes the effect of Fund expenses. 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: 1. Divide your account value by $1,000. IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6. 2. Multiply the result by the number under the heading "Expenses Paid During Period." IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 X $7.50 = $64.50. In this illustration, the estimated expenses paid this period are $64.50. HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS Information in the second line (Hypothetical) for each class in the table can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical "Ending Account Value" is based on the actual expense ratio for each class and an assumed 5% annual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. 40 | Annual Report Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES. Therefore, the second line for each class is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING VALUE 9/1/08 VALUE 2/28/09 PERIOD* 9/1/08-2/28/09 ----------------- -------------- ---------------------- CLASS A Actual $1,000 $ 941.30 $3.32 Hypothetical (5% return before expenses) $1,000 $1,021.37 $3.46 CLASS C Actual $1,000 $ 938.90 $5.96 Hypothetical (5% return before expenses) $1,000 $1,018.65 $6.21 * Expenses are calculated using the most recent six-month expense ratio, annualized for each class (A: 0.69% and C: 1.24%), multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. Annual Report | 41 Franklin Federal Intermediate-Term Tax-Free Income Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin Federal Intermediate-Term Tax-Free Income Fund seeks to provide as high a level of income exempt from federal income tax as is consistent with prudent investment management and preservation of capital by investing at least 80% of its total assets in securities that pay interest free from such tax.(1) The Fund maintains a dollar-weighted average maturity (the time in which the debt must be repaid) of three to 10 years. CREDIT QUALITY BREAKDOWN* Franklin Federal Intermediate-Term Tax-Free Income Fund 2/28/09 % OF TOTAL RATINGS LONG-TERM INVESTMENTS** - ------- ----------------------- AAA 29.9% AA 35.8% A 21.2% BBB 6.4% Below Investment Grade 0.7% Not Rated by S&P 6.0% * Standard & Poor's (S&P) is the primary independent rating agency; Moody's is the secondary rating agency. Securities not rated by an independent rating agency are assigned comparable internal ratings. Ratings for securities not rated by S&P are in the table below. ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa -- 0.4% AA or Aa 2.7% -- A 1.3% -- BBB or Baa 1.6% -- --- --- Total 5.6% 0.4% This annual report for Franklin Federal Intermediate-Term Tax-Free Income Fund covers the fiscal year ended February 28, 2009. (1.) Dividends are generally subject to state and local taxes, if any. For investors subject to alternative minimum tax, a small portion of Fund dividends may be taxable. Distributions of capital gains are generally taxable. To avoid imposition of 28% backup withholding on all Fund distributions and redemption proceeds, U.S. investors must be properly certified on Form W-9 and non-U.S. investors on Form W-8BEN. THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S STATEMENT OF INVESTMENTS (SOI). THE SOI BEGINS ON PAGE 127. 42 | Annual Report DIVIDEND DISTRIBUTIONS* Franklin Federal Intermediate-Term Tax-Free Income Fund DIVIDEND PER SHARE -------------------------------------------- MONTH CLASS A CLASS C ADVISOR CLASS** - ----- ---------- ---------- ------------------ March 2008 3.51 cents 2.96 cents -- April 2008 3.51 cents 2.96 cents -- May 2008 3.51 cents 2.96 cents -- June 2008 3.51 cents 2.98 cents -- July 2008 3.51 cents 2.98 cents -- August 2008 3.51 cents 2.98 cents -- September 2008 3.63 cents 3.12 cents -- October 2008 3.63 cents 3.12 cents -- November 2008 3.63 cents 3.12 cents -- December 2008 3.68 cents 3.20 cents 2.33 cents January 2009 3.68 cents 3.20 cents 3.76 cents February 2009 3.68 cents 3.20 cents 3.76 cents * Assumes shares were purchased and held for the entire accrual period, which differs from the calendar month. Since dividends accrue daily, your actual distributions will vary depending on the date you purchased your shares and any account activity. All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. ** Effective 12/1/08, the Fund began offering Advisor Class shares. See the prospectus for details. PERFORMANCE OVERVIEW 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. PLEASE VISIT FRANKLINTEMPLETON.COM OR CALL (800) 342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. The Fund's Class A share price, as measured by net asset value, decreased from $11.04 on February 29, 2008, to $10.99 on February 28, 2009. The Fund's Class A shares paid dividends totaling 42.85 cents per share for the same period.(2) The Performance Summary beginning on page 45 shows that at the end of this reporting period the Fund's Class A shares' distribution rate was 3.93% based on an annualization of the current 3.68 cent per share dividend and the maximum offering price of $11.24 on February 28, 2009. An investor in the 2009 maximum federal income tax bracket of 35.00% would need to earn a distribution rate of 6.05% from a taxable investment to match the Fund's Class A tax-free distribution rate. For the Fund's Class C and Advisor shares' performance, please see the Performance Summary. (2.) All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. Annual Report | 43 PORTFOLIO BREAKDOWN Franklin Federal Intermediate-Term Tax-Free Income Fund 2/28/09 % OF TOTAL LONG-TERM INVESTMENTS* ---------------------- Utilities 25.5%** General Obligation 20.6% Hospital & Health Care 16.9% Subject to Government Appropriations 12.1% Other Revenue 8.6% Transportation 6.6% Prerefunded 4.1% Tax-Supported 2.5% Higher Education 1.9% Corporate-Backed 1.2% * Does not include short-term investments and other net assets. ** The Fund may invest more than 25% in municipal securities that finance similar types of projects such as utilities. A change that affects one project may affect all similar projects, thereby increasing market risk. MANAGER'S DISCUSSION We used various investment strategies during the 12 months under review as we sought to maximize tax-free income for shareholders. Please read the discussion on page 6 for details. Thank you for your continued participation in Franklin Federal Intermediate-Term Tax-Free Income Fund. We intend to maintain our conservative, buy-and-hold investment strategy as we attempt to provide shareholders with high, current, tax-free income. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF FEBRUARY 28, 2009, 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, STATE, 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. 44 | Annual Report Performance Summary as of 2/28/09 FRANKLIN FEDERAL INTERMEDIATE-TERM TAX-FREE INCOME FUND 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. The performance table and graphs do not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund's dividends and capital gain distributions, if any, and any unrealized gains or losses. PRICE AND DISTRIBUTION INFORMATION CLASS A (SYMBOL: FKITX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.05 $10.99 $11.04 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.4285 CLASS C (SYMBOL: FCITX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.05 $11.01 $11.06 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.3668 ADVISOR CLASS (SYMBOL: N/A) CHANGE 2/28/09 12/1/08 - --------------------------- ------ ------- ------- Net Asset Value (NAV) +$0.42 $11.00 $10.58 DISTRIBUTIONS (12/1/08-2/28/09) Dividend Income $0.1083 Annual Report | 45 Performance Summary (CONTINUED) PERFORMANCE CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURNS INCLUDE MAXIMUM SALES CHARGES. CLASS A: 2.25% MAXIMUM INITIAL SALES CHARGE; CLASS C: 1% CONTINGENT DEFERRED SALES CHARGE IN FIRST YEAR ONLY; ADVISOR CLASS: NO SALES CHARGES. CLASS A 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------- ------- Cumulative Total Return(1) +3.48% +12.49% +45.89% Average Annual Total Return(2) +1.19% +1.92% +3.61% Avg. Ann. Total Return (3/31/09)(3) -1.48% +2.06% +3.61% Distribution Rate(4) 3.93% Taxable Equivalent Distribution Rate(5) 6.05% 30-Day Standardized Yield(6) 3.30% Taxable Equivalent Yield(5) 5.08% Total Annual Operating Expenses(7) 0.71% CLASS C 1-YEAR 5-YEAR INCEPTION (7/1/03) - ------- ------ ------- ------------------ Cumulative Total Return(1) +2.90% +9.49% +12.73% Average Annual Total Return(2) +1.91% +1.83% +2.14% Avg. Ann. Total Return (3/31/09)(3) -0.74% +1.97% +2.10% Distribution Rate(4) 3.46% Taxable Equivalent Distribution Rate(5) 5.32% 30-Day Standardized Yield(6) 2.84% Taxable Equivalent Yield(5) 4.37% Total Annual Operating Expenses(7) 1.26% ADVISOR CLASS(8) 1-YEAR 5-YEAR 10-YEAR - ---------------- ------ ------- ------- Cumulative Total Return(1) +3.60% +12.61% +46.06% Average Annual Total Return(2) +3.60% +2.40% +3.86% Avg. Ann. Total Return (3/31/09)(3) +0.91% +2.55% +3.86% Distribution Rate(4) 4.11% Taxable Equivalent Distribution Rate(5) 6.32% 30-Day Standardized Yield(6) 3.74% Taxable Equivalent Yield(5) 5.75% Total Annual Operating Expenses(7) 0.61% 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, SEE "FUNDS AND PERFORMANCE" AT FRANKLINTEMPLETON.COM OR CALL (800) 342-5236. 46 | Annual Report Performance Summary (CONTINUED) TOTAL RETURN INDEX COMPARISON FOR A HYPOTHETICAL $10,000 INVESTMENT Total return represents the change in value of an investment over the periods shown. It includes any current, applicable, maximum sales charge, Fund expenses, account fees and reinvested distributions. The unmanaged index includes reinvestment of any income or distributions. It differs from the Fund in composition and does not pay management fees or expenses. One cannot invest directly in an index. AVERAGE ANNUAL TOTAL RETURN CLASS A 2/28/09 - ------- ------- 1-Year +1.19% 5-Year +1.92% 10-Year +3.61% CLASS A (3/1/99-2/28/09) (PERFORMANCE GRAPH) FRANKLIN FEDERAL INTERMEDIATE-TERM BARCLAYS CAPITAL MUNICIPAL BOND DATE TAX-FREE INCOME FUND - CLASS A INDEX: 10-YEAR COMPONENT CPI - ---------- ---------------------------------- ------------------------------- ------- 3/1/1999 $ 9,775 $10,000 $10,000 3/31/1999 $ 9,776 $ 9,995 $10,030 4/30/1999 $ 9,812 $10,022 $10,103 5/31/1999 $ 9,761 $ 9,951 $10,103 6/30/1999 $ 9,649 $ 9,766 $10,103 7/31/1999 $ 9,676 $ 9,832 $10,134 8/31/1999 $ 9,616 $ 9,796 $10,158 9/30/1999 $ 9,636 $ 9,829 $10,207 10/31/1999 $ 9,531 $ 9,759 $10,225 11/30/1999 $ 9,587 $ 9,866 $10,231 12/31/1999 $ 9,527 $ 9,815 $10,231 1/31/2000 $ 9,466 $ 9,774 $10,261 2/29/2000 $ 9,532 $ 9,851 $10,322 3/31/2000 $ 9,680 $10,043 $10,407 4/30/2000 $ 9,637 $ 9,992 $10,413 5/31/2000 $ 9,576 $ 9,933 $10,426 6/30/2000 $ 9,753 $10,203 $10,480 7/31/2000 $ 9,858 $10,344 $10,505 8/31/2000 $10,008 $10,505 $10,505 9/30/2000 $ 9,993 $10,456 $10,559 10/31/2000 $10,071 $10,563 $10,578 11/30/2000 $10,102 $10,621 $10,584 12/31/2000 $10,237 $10,871 $10,578 1/31/2001 $10,354 $11,011 $10,644 2/28/2001 $10,404 $11,029 $10,687 3/31/2001 $10,483 $11,123 $10,711 4/30/2001 $10,438 $10,986 $10,754 5/31/2001 $10,546 $11,105 $10,802 6/30/2001 $10,617 $11,171 $10,821 7/31/2001 $10,755 $11,324 $10,790 8/31/2001 $10,923 $11,518 $10,790 9/30/2001 $10,916 $11,502 $10,839 10/31/2001 $11,017 $11,644 $10,802 11/30/2001 $10,921 $11,494 $10,784 12/31/2001 $10,805 $11,372 $10,742 1/31/2002 $10,954 $11,587 $10,766 2/28/2002 $11,095 $11,752 $10,809 3/31/2002 $10,905 $11,511 $10,869 4/30/2002 $11,125 $11,777 $10,930 5/31/2002 $11,186 $11,833 $10,930 6/30/2002 $11,337 $11,980 $10,936 7/31/2002 $11,458 $12,140 $10,948 8/31/2002 $11,570 $12,298 $10,985 9/30/2002 $11,804 $12,591 $11,003 10/31/2002 $11,599 $12,363 $11,021 11/30/2002 $11,527 $12,261 $11,021 12/31/2002 $11,773 $12,529 $10,997 1/31/2003 $11,719 $12,462 $11,046 2/28/2003 $11,925 $12,677 $11,131 3/31/2003 $11,933 $12,684 $11,198 4/30/2003 $12,024 $12,778 $11,173 5/31/2003 $12,356 $13,144 $11,155 6/30/2003 $12,279 $13,081 $11,167 7/31/2003 $11,758 $12,532 $11,179 8/31/2003 $11,870 $12,640 $11,222 9/30/2003 $12,258 $13,065 $11,258 10/31/2003 $12,158 $12,965 $11,246 11/30/2003 $12,281 $13,105 $11,216 12/31/2003 $12,404 $13,243 $11,204 1/31/2004 $12,462 $13,299 $11,258 2/29/2004 $12,683 $13,533 $11,319 3/31/2004 $12,590 $13,456 $11,392 4/30/2004 $12,249 $13,084 $11,429 5/31/2004 $12,244 $13,092 $11,495 6/30/2004 $12,282 $13,136 $11,532 7/31/2004 $12,451 $13,316 $11,514 8/31/2004 $12,709 $13,607 $11,520 9/30/2004 $12,769 $13,680 $11,544 10/31/2004 $12,875 $13,788 $11,605 11/30/2004 $12,715 $13,632 $11,611 12/31/2004 $12,864 $13,793 $11,568 1/31/2005 $12,959 $13,909 $11,593 2/28/2005 $12,875 $13,822 $11,660 3/31/2005 $12,757 $13,701 $11,751 4/30/2005 $12,998 $13,966 $11,830 5/31/2005 $13,082 $14,060 $11,818 6/30/2005 $13,143 $14,141 $11,824 7/31/2005 $13,035 $14,021 $11,878 8/31/2005 $13,177 $14,191 $11,939 9/30/2005 $13,068 $14,063 $12,085 10/31/2005 $12,970 $13,956 $12,109 11/30/2005 $13,032 $14,042 $12,012 12/31/2005 $13,141 $14,171 $11,964 1/31/2006 $13,169 $14,217 $12,055 2/28/2006 $13,244 $14,301 $12,079 3/31/2006 $13,121 $14,154 $12,146 4/30/2006 $13,103 $14,129 $12,249 5/31/2006 $13,167 $14,226 $12,310 6/30/2006 $13,114 $14,162 $12,334 7/31/2006 $13,273 $14,351 $12,371 8/31/2006 $13,479 $14,597 $12,395 9/30/2006 $13,580 $14,703 $12,334 10/31/2006 $13,645 $14,791 $12,267 11/30/2006 $13,747 $14,908 $12,249 12/31/2006 $13,681 $14,838 $12,267 1/31/2007 $13,627 $14,772 $12,305 2/28/2007 $13,802 $14,980 $12,371 3/31/2007 $13,771 $14,949 $12,483 4/30/2007 $13,802 $14,997 $12,564 5/31/2007 $13,723 $14,919 $12,641 6/30/2007 $13,656 $14,838 $12,666 7/31/2007 $13,759 $14,972 $12,663 8/31/2007 $13,777 $15,009 $12,639 9/30/2007 $13,955 $15,210 $12,674 10/31/2007 $13,998 $15,263 $12,701 11/30/2007 $14,104 $15,432 $12,777 12/31/2007 $14,123 $15,475 $12,768 1/31/2008 $14,352 $15,790 $12,832 2/29/2008 $13,785 $15,134 $12,869 3/31/2008 $14,153 $15,523 $12,980 4/30/2008 $14,260 $15,616 $13,059 5/31/2008 $14,329 $15,693 $13,169 6/30/2008 $14,197 $15,531 $13,302 7/31/2008 $14,253 $15,650 $13,372 8/31/2008 $14,412 $15,869 $13,318 9/30/2008 $13,757 $15,293 $13,300 10/31/2008 $13,627 $15,167 $13,166 11/30/2008 $13,609 $15,367 $12,913 12/31/2008 $13,785 $15,710 $12,780 1/31/2009 $14,297 $16,448 $12,835 2/28/2009 $14,261 $16,323 $12,899 AVERAGE ANNUAL TOTAL RETURN CLASS C 2/28/09 - ------- ------- 1-Year +1.91% 5-Year +1.83% Since Inception (7/1/03) +2.14% CLASS C (7/1/03-2/28/09) (PERFORMANCE GRAPH) FRANKLIN FEDERAL INTERMEDIATE-TERM BARCLAYS CAPITAL MUNICIPAL BOND DATE TAX-FREE INCOME FUND - CLASS C INDEX: 10-YEAR COMPONENT CPI - ---------- ---------------------------------- ------------------------------- ------- 7/1/2003 $10,000 $10,000 $10,000 7/31/2003 $ 9,570 $ 9,580 $10,011 8/31/2003 $ 9,665 $ 9,662 $10,049 9/30/2003 $ 9,967 $ 9,988 $10,082 10/31/2003 $ 9,890 $ 9,911 $10,071 11/30/2003 $ 9,977 $10,018 $10,044 12/31/2003 $10,072 $10,124 $10,033 1/31/2004 $10,115 $10,167 $10,082 2/29/2004 $10,289 $10,345 $10,136 3/31/2004 $10,209 $10,286 $10,201 4/30/2004 $ 9,928 $10,002 $10,234 5/31/2004 $ 9,919 $10,008 $10,294 6/30/2004 $ 9,945 $10,042 $10,327 7/31/2004 $10,086 $10,179 $10,310 8/31/2004 $10,290 $10,402 $10,316 9/30/2004 $10,334 $10,457 $10,338 10/31/2004 $10,414 $10,541 $10,392 11/30/2004 $10,271 $10,421 $10,397 12/31/2004 $10,396 $10,544 $10,359 1/31/2005 $10,467 $10,633 $10,381 2/28/2005 $10,395 $10,566 $10,441 3/31/2005 $10,295 $10,474 $10,523 4/30/2005 $10,484 $10,676 $10,593 5/31/2005 $10,538 $10,748 $10,582 6/30/2005 $10,592 $10,810 $10,588 7/31/2005 $10,500 $10,718 $10,637 8/31/2005 $10,609 $10,848 $10,691 9/30/2005 $10,516 $10,750 $10,822 10/31/2005 $10,433 $10,668 $10,844 11/30/2005 $10,478 $10,735 $10,757 12/31/2005 $10,561 $10,833 $10,713 1/31/2006 $10,579 $10,868 $10,795 2/28/2006 $10,634 $10,933 $10,817 3/31/2006 $10,530 $10,820 $10,876 4/30/2006 $10,511 $10,801 $10,969 5/31/2006 $10,557 $10,875 $11,023 6/30/2006 $10,510 $10,826 $11,045 7/31/2006 $10,632 $10,971 $11,078 8/31/2006 $10,792 $11,158 $11,100 9/30/2006 $10,858 $11,240 $11,045 10/31/2006 $10,916 $11,307 $10,985 11/30/2006 $10,992 $11,397 $10,969 12/31/2006 $10,934 $11,343 $10,985 1/31/2007 $10,877 $11,292 $11,019 2/28/2007 $11,020 $11,451 $11,078 3/31/2007 $10,982 $11,428 $11,179 4/30/2007 $11,010 $11,464 $11,251 5/31/2007 $10,942 $11,405 $11,320 6/30/2007 $10,883 $11,343 $11,342 7/31/2007 $10,960 $11,446 $11,339 8/31/2007 $10,969 $11,474 $11,318 9/30/2007 $11,106 $11,627 $11,349 10/31/2007 $11,136 $11,668 $11,374 11/30/2007 $11,215 $11,797 $11,441 12/31/2007 $11,225 $11,830 $11,434 1/31/2008 $11,402 $12,070 $11,490 2/29/2008 $10,947 $11,569 $11,524 3/31/2008 $11,233 $11,867 $11,624 4/30/2008 $11,312 $11,937 $11,694 5/31/2008 $11,361 $11,997 $11,793 6/30/2008 $11,252 $11,872 $11,912 7/31/2008 $11,291 $11,964 $11,974 8/31/2008 $11,411 $12,131 $11,926 9/30/2008 $10,889 $11,691 $11,910 10/31/2008 $10,780 $11,594 $11,789 11/30/2008 $10,761 $11,747 $11,564 12/31/2008 $10,895 $12,009 $11,444 1/31/2009 $11,294 $12,574 $11,494 2/28/2009 $11,273 $12,478 $11,551 Annual Report | 47 Performance Summary (CONTINUED) AVERAGE ANNUAL TOTAL RETURN ADVISOR CLASS(8) 2/28/09 - ---------------- ------- 1-Year +3.60% 5-Year +2.40% 10-Year +3.86% ADVISOR CLASS (3/1/99-2/28/09)(8) (PERFORMANCE GRAPH) FRANKLIN FEDERAL INTERMEDIATE-TERM BARCLAYS CAPITAL MUNICIPAL BOND DATE TAX-FREE INCOME FUND - ADVISOR CLASS INDEX: 10-YEAR COMPONENT CPI - ---------- ------------------------------------ ------------------------------- ------- 3/1/1999 $10,000 $10,000 $10,000 3/31/1999 $10,001 $ 9,995 $10,030 4/30/1999 $10,038 $10,022 $10,103 5/31/1999 $ 9,986 $ 9,951 $10,103 6/30/1999 $ 9,871 $ 9,766 $10,103 7/31/1999 $ 9,899 $ 9,832 $10,134 8/31/1999 $ 9,837 $ 9,796 $10,158 9/30/1999 $ 9,857 $ 9,829 $10,207 10/31/1999 $ 9,751 $ 9,759 $10,225 11/30/1999 $ 9,807 $ 9,866 $10,231 12/31/1999 $ 9,746 $ 9,815 $10,231 1/31/2000 $ 9,684 $ 9,774 $10,261 2/29/2000 $ 9,752 $ 9,851 $10,322 3/31/2000 $ 9,903 $10,043 $10,407 4/30/2000 $ 9,859 $ 9,992 $10,413 5/31/2000 $ 9,797 $ 9,933 $10,426 6/30/2000 $ 9,978 $10,203 $10,480 7/31/2000 $10,084 $10,344 $10,505 8/31/2000 $10,239 $10,505 $10,505 9/30/2000 $10,223 $10,456 $10,559 10/31/2000 $10,303 $10,563 $10,578 11/30/2000 $10,335 $10,621 $10,584 12/31/2000 $10,473 $10,871 $10,578 1/31/2001 $10,592 $11,011 $10,644 2/28/2001 $10,644 $11,029 $10,687 3/31/2001 $10,724 $11,123 $10,711 4/30/2001 $10,678 $10,986 $10,754 5/31/2001 $10,789 $11,105 $10,802 6/30/2001 $10,861 $11,171 $10,821 7/31/2001 $11,002 $11,324 $10,790 8/31/2001 $11,174 $11,518 $10,790 9/30/2001 $11,167 $11,502 $10,839 10/31/2001 $11,270 $11,644 $10,802 11/30/2001 $11,173 $11,494 $10,784 12/31/2001 $11,053 $11,372 $10,742 1/31/2002 $11,206 $11,587 $10,766 2/28/2002 $11,350 $11,752 $10,809 3/31/2002 $11,156 $11,511 $10,869 4/30/2002 $11,381 $11,777 $10,930 5/31/2002 $11,443 $11,833 $10,930 6/30/2002 $11,598 $11,980 $10,936 7/31/2002 $11,722 $12,140 $10,948 8/31/2002 $11,836 $12,298 $10,985 9/30/2002 $12,075 $12,591 $11,003 10/31/2002 $11,866 $12,363 $11,021 11/30/2002 $11,792 $12,261 $11,021 12/31/2002 $12,044 $12,529 $10,997 1/31/2003 $11,989 $12,462 $11,046 2/28/2003 $12,199 $12,677 $11,131 3/31/2003 $12,207 $12,684 $11,198 4/30/2003 $12,301 $12,778 $11,173 5/31/2003 $12,641 $13,144 $11,155 6/30/2003 $12,561 $13,081 $11,167 7/31/2003 $12,029 $12,532 $11,179 8/31/2003 $12,143 $12,640 $11,222 9/30/2003 $12,540 $13,065 $11,258 10/31/2003 $12,438 $12,965 $11,246 11/30/2003 $12,564 $13,105 $11,216 12/31/2003 $12,689 $13,243 $11,204 1/31/2004 $12,749 $13,299 $11,258 2/29/2004 $12,975 $13,533 $11,319 3/31/2004 $12,880 $13,456 $11,392 4/30/2004 $12,531 $13,084 $11,429 5/31/2004 $12,526 $13,092 $11,495 6/30/2004 $12,565 $13,136 $11,532 7/31/2004 $12,738 $13,316 $11,514 8/31/2004 $13,001 $13,607 $11,520 9/30/2004 $13,063 $13,680 $11,544 10/31/2004 $13,171 $13,788 $11,605 11/30/2004 $13,007 $13,632 $11,611 12/31/2004 $13,160 $13,793 $11,568 1/31/2005 $13,257 $13,909 $11,593 2/28/2005 $13,171 $13,822 $11,660 3/31/2005 $13,050 $13,701 $11,751 4/30/2005 $13,297 $13,966 $11,830 5/31/2005 $13,383 $14,060 $11,818 6/30/2005 $13,446 $14,141 $11,824 7/31/2005 $13,335 $14,021 $11,878 8/31/2005 $13,480 $14,191 $11,939 9/30/2005 $13,368 $14,063 $12,085 10/31/2005 $13,268 $13,956 $12,109 11/30/2005 $13,332 $14,042 $12,012 12/31/2005 $13,444 $14,171 $11,964 1/31/2006 $13,472 $14,217 $12,055 2/28/2006 $13,549 $14,301 $12,079 3/31/2006 $13,423 $14,154 $12,146 4/30/2006 $13,405 $14,129 $12,249 5/31/2006 $13,470 $14,226 $12,310 6/30/2006 $13,416 $14,162 $12,334 7/31/2006 $13,578 $14,351 $12,371 8/31/2006 $13,789 $14,597 $12,395 9/30/2006 $13,892 $14,703 $12,334 10/31/2006 $13,959 $14,791 $12,267 11/30/2006 $14,063 $14,908 $12,249 12/31/2006 $13,996 $14,838 $12,267 1/31/2007 $13,941 $14,772 $12,305 2/28/2007 $14,119 $14,980 $12,371 3/31/2007 $14,088 $14,949 $12,483 4/30/2007 $14,119 $14,997 $12,564 5/31/2007 $14,039 $14,919 $12,641 6/30/2007 $13,970 $14,838 $12,666 7/31/2007 $14,075 $14,972 $12,663 8/31/2007 $14,094 $15,009 $12,639 9/30/2007 $14,276 $15,210 $12,674 10/31/2007 $14,320 $15,263 $12,701 11/30/2007 $14,428 $15,432 $12,777 12/31/2007 $14,448 $15,475 $12,768 1/31/2008 $14,683 $15,790 $12,832 2/29/2008 $14,102 $15,134 $12,869 3/31/2008 $14,479 $15,523 $12,980 4/30/2008 $14,588 $15,616 $13,059 5/31/2008 $14,658 $15,693 $13,169 6/30/2008 $14,523 $15,531 $13,302 7/31/2008 $14,581 $15,650 $13,372 8/31/2008 $14,744 $15,869 $13,318 9/30/2008 $14,074 $15,293 $13,300 10/31/2008 $13,941 $15,167 $13,166 11/30/2008 $13,922 $15,367 $12,913 12/31/2008 $14,109 $15,710 $12,780 1/31/2009 $14,643 $16,448 $12,835 2/28/2009 $14,606 $16,323 $12,899 ENDNOTES BECAUSE MUNICIPAL BONDS ARE SENSITIVE TO INTEREST RATE MOVEMENTS, THE FUND'S YIELD AND SHARE PRICE WILL FLUCTUATE WITH MARKET CONDITIONS. BOND PRICES GENERALLY MOVE IN THE OPPOSITE DIRECTION OF INTEREST RATES. THUS, AS PRICES OF BONDS IN THE FUND ADJUST TO A RISE IN INTEREST RATES, THE FUND'S SHARE PRICE MAY DECLINE. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. CLASS C: Prior to 1/1/04, these shares were offered with an initial sales charge; thus actual total returns would have differed. These shares have higher annual fees and expenses than Class A shares. ADVISOR CLASS: Shares are available to certain eligible investors as described in the prospectus. (1.) Cumulative total return represents the change in value of an investment over the periods indicated. (2.) Average annual total return represents the average annual change in value of an investment over the periods indicated. (3.) In accordance with SEC rules, we provide standardized average annual total return information through the latest calendar quarter. (4.) Distribution rate is based on an annualization of the respective class's current monthly dividend and the maximum offering price (NAV for Classes C and Advisor) per share on 2/28/09. (5.) Taxable equivalent distribution rate and yield assume the 2009 maximum federal income tax rate of 35.00%. (6.) Yield, calculated as required by the SEC, is based on the earnings of the Fund's portfolio for the month ended 2/28/09. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. (8.) Effective 12/1/08, the Fund began offering Advisor Class shares, which do not have sales charges or a Rule 12b-1 plan. Performance quotations for this class reflect the following methods of calculation: (a) For periods prior to 12/1/08, a restated figure is used based upon the Fund's Class A performance, excluding the effect of Class A's maximum initial sales charge, but reflecting the effect of the Class A Rule 12b-1 fees; and (b) for periods after 11/30/08, actual Advisor Class performance is used reflecting all charges and fees applicable to that class. Since 12/1/08 (commencement of sales), the cumulative total return of Advisor Class shares was +5.00%. (9.) Source: (C) 2009 Morningstar. The BC Municipal Bond Index: 10-Year Component is the 10-year (8-12) component of the Municipal Bond Index, which is a market value-weighted index engineered for the long-term tax-exempt bond market. All bonds included have a minimum credit rating of at least Baa3/BBB-. They must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be dated after 12/31/90, and must be at least one year from their maturity date. Remarketed issues, taxable municipal bonds, bonds with floating rates and derivatives are excluded from the index. The index has four main bond sectors: general obligation, revenue, insured and prerefunded. The Consumer Price Index (CPI), calculated by the U.S. Bureau of Labor Statistics, is a commonly used measure of the inflation rate. 48 | Annual Report Your Fund's Expenses FRANKLIN FEDERAL INTERMEDIATE-TERM TAX-FREE INCOME FUND As a Fund shareholder, you can incur two types of costs: - - Transaction costs, including sales charges (loads) on Fund purchases; and - - 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 following table 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 first line (Actual) for each share class listed in the table provides actual account values and expenses. The "Ending Account Value" is derived from the Fund's actual return, which includes the effect of Fund expenses. 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: 1. Divide your account value by $1,000. IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6. 2. Multiply the result by the number under the heading "Expenses Paid During Period." IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 X $7.50 = $64.50. In this illustration, the estimated expenses paid this period are $64.50. HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS Information in the second line (Hypothetical) for each class in the table can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical "Ending Account Value" is based on the actual expense ratio for each class and an assumed 5% annual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. Annual Report | 49 Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES. Therefore, the second line for each class is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING VALUE 9/1/08 VALUE 2/28/09 PERIOD* 9/1/08-2/28/09 ----------------- -------------- ---------------------- CLASS A Actual $1,000 $ 989.80 $3.40 Hypothetical (5% return before expenses) $1,000 $1,021.37 $3.46 CLASS C Actual $1,000 $ 987.10 $6.11 Hypothetical (5% return before expenses) $1,000 $1,018.65 $6.21 ADVISOR CLASS Actual (12/1/08-2/28/09) $1,000 $1,050.00 $1.49 Hypothetical (5% return before expenses) $1,000 $1,021.87 $2.96 * Expenses are calculated using the most recent six-month expense ratio annualized for each class (A: 0.69%; C: 1.24%; and Advisor: 0.59%), multiplied by the average account value over the period, multiplied by 181/365 (Hypothetical for all share classes; Actual for Classes A and C) to reflect the one-half year period. For Actual Advisor Class expenses, the multiplier is 90/365 to reflect the number of days since inception. 50 | Annual Report Franklin Federal Limited-Term Tax-Free Income Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin Federal Limited-Term Tax-Free Income Fund seeks to provide as high a level of income exempt from federal income tax as is consistent with prudent investment management and preservation of capital by investing at least 80% of its total assets in securities that pay interest free from such tax.(1) The Fund maintains a dollar-weighted average maturity (the time in which the debt must be repaid) of five years or less. CREDIT QUALITY BREAKDOWN* Franklin Federal Limited-Term Tax-Free Income Fund Based on Total Long-Term Investments as of 2/28/09** (PIE CHART) AAA 34.6% AA 34.1% A 17.0% BBB 4.5% Not Rated by S&P 9.8% * Standard & Poor's (S&P) is the primary independent rating agency; Moody's is the secondary rating agency. Securities not rated by an independent rating agency are assigned comparable internal ratings. Ratings for securities not rated by S&P are in the table below. ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa 0.3% -- AA or Aa 3.8% -- A 0.3% 4.8% BBB or Baa 0.6% -- --- --- Total 5.0% 4.8% We are pleased to bring you Franklin Federal Limited-Term Tax-Free Income Fund's annual report for the fiscal year ended February 28, 2009. PERFORMANCE OVERVIEW 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. PLEASE VISIT FRANKLINTEMPLETON.COM OR CALL (800) 342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. The Fund's Class A share price, as measured by net asset value, increased from $9.96 on February 29, 2008, to $10.11 on February 28, 2009. The Fund's (1.) Dividends are generally subject to state and local taxes, if any. For investors subject to alternative minimum tax, a small portion of Fund dividends may be taxable. Distributions of capital gains are generally taxable. To avoid imposition of 28% backup withholding on all Fund distributions and redemption proceeds, U.S. investors must be properly certified on Form W-9 and non-U.S. investors on Form W-8BEN. THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S STATEMENT OF INVESTMENTS (SOI). THE SOI BEGINS ON PAGE 139. Annual Report | 51 DIVIDEND DISTRIBUTIONS* Franklin Federal Limited-Term Tax-Free Income Fund - Class A MONTH DIVIDEND PER SHARE - ----- ------------------ March 2008 2.33 cents April 2008 2.33 cents May 2008 2.33 cents June 2008 2.50 cents July 2008 2.50 cents August 2008 2.50 cents September 2008 2.90 cents October 2008 2.20 cents November 2008 2.20 cents December 2008 2.20 cents January 2009 1.90 cents February 2009 1.90 cents * Assumes shares were purchased and held for the entire accrual period, which differs from the calendar month. Since dividends accrue daily, your actual distributions will vary depending on the date you purchased your shares and any account activity. All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. PORTFOLIO BREAKDOWN Franklin Federal Limited-Term Tax-Free Income Fund 2/28/09 % OF TOTAL LONG-TERM INVESTMENTS* ---------------------- General Obligation 25.1% Utilities 14.2% Hospital & Health Care 14.0% Subject to Government Appropriations 12.4% Tax-Supported 12.2% Higher Education 9.2% Other Revenue 8.5% Housing 2.3% Transportation 1.2% Corporate-Backed 0.9% * Does not include short-term investments and other net assets. Class A shares paid dividends totaling 27.56 cents per share for the same period.(2) The Performance Summary beginning on page 53 shows that at the end of this reporting period the Fund's Class A shares' distribution rate was 2.21%. An investor in the 2009 maximum federal income tax bracket of 35.00% would need to earn a distribution rate of 3.40% from a taxable investment to match the Fund's Class A tax-free distribution rate. During the fiscal year, overnight and weekly interest rates fluctuated between a high of 7.96% and a low of 0.46%, which affected the Fund's overall earnings. In addition, spreads fluctuated significantly between shorter- and longer-term bonds and higher and lower quality securities. As a result, the Fund experienced lower income, which caused dividend distributions to decline, as shown in the dividend distributions table. In 2008's latter half, fear gripped the markets; however, as that fear subsided, the municipal market normalized somewhat, and we increased the average life of the Fund's portfolio during the period to take advantage of what we believed were attractive tax-free yields. MANAGER'S DISCUSSION We used various investment strategies during the 12 months under review as we sought to maximize tax-free income for shareholders. Please read the discussion on page 6 for details. Consistent with our investment strategy, we invested in bonds we believed could provide the most relative value from an income perspective. Seeking a dollar-weighted average portfolio maturity of five years or less, we concentrated in the one- to five-year range in an effort to take advantage of rising yields. As a result of our strategy, the Fund was positioned to capture changes in short-term interest rates, preserve capital and produce tax-free income. Thank you for your continued participation in Franklin Federal Limited-Term Tax-Free Income Fund. We intend to maintain our conservative, buy-and-hold investment strategy as we attempt to provide shareholders with high, current, tax-free income. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF FEBRUARY 28, 2009, 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, STATE, 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. (2.) All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. 52 | Annual Report Performance Summary as of 2/28/09 FRANKLIN FEDERAL LIMITED-TERM TAX-FREE INCOME FUND Your dividend income will vary depending on dividends or interest paid by securities in the Fund's portfolio, adjusted for operating expenses. Capital gain distributions are net profits realized from the sale of portfolio securities. The performance table and graph do not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund's dividends and capital gain distributions, if any, and any unrealized gains or losses. PRICE AND DISTRIBUTION INFORMATION CLASS A (SYMBOL: FFTFX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.15 $10.11 $9.96 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.2756 PERFORMANCE(1) CUMULATIVE TOTAL RETURN EXCLUDES THE SALES CHARGE. AVERAGE ANNUAL TOTAL RETURNS INCLUDE THE MAXIMUM SALES CHARGE. CLASS A: 2.25% MAXIMUM INITIAL SALES CHARGE. CLASS A 1-YEAR 5-YEAR INCEPTION (9/2/03) - ------- ------ ------- ------------------ Cumulative Total Return(2) +4.33% +13.12% +15.09% Average Annual Total Return(3) +1.98% +2.04% +2.17% Avg. Ann. Total Return (3/31/09)(4) +1.15% +2.13% +2.19% Distribution Rate(5) 2.21% Taxable Equivalent Distribution Rate(6) 3.40% 30-Day Standardized Yield(7) 2.05% Taxable Equivalent Yield(6) 3.15% Total Annual Operating Expenses(8) Without Waiver 1.19% With Waiver 0.50% 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, SEE "FUNDS AND PERFORMANCE" AT FRANKLINTEMPLETON.COM OR CALL (800) 342-5236. THE INVESTMENT MANAGER AND ADMINISTRATOR HAVE CONTRACTUALLY AGREED TO WAIVE OR LIMIT THEIR RESPECTIVE FEES AND TO ASSUME AS THEIR OWN EXPENSE CERTAIN EXPENSES OTHERWISE PAYABLE BY THE FUND SO THAT COMMON EXPENSES (I.E., A COMBINATION OF INVESTMENT MANAGEMENT FEES, FUND ADMINISTRATION FEES, AND OTHER EXPENSES, BUT EXCLUDING RULE 12B-1 FEES), FOR EACH CLASS OF THE FUND DO NOT EXCEED 0.35% (OTHER THAN CERTAIN NON-ROUTINE EXPENSES OR COSTS, INCLUDING THOSE RELATING TO LITIGATION, INDEMNIFICATION, REORGANIZATIONS AND LIQUIDATIONS) UNTIL 6/30/09. Annual Report | 53 Performance Summary (CONTINUED) TOTAL RETURN INDEX COMPARISON FOR A HYPOTHETICAL $10,000 INVESTMENT Total return represents the change in value of an investment over the periods shown. It includes the current maximum sales charge, Fund expenses, account fees and reinvested distributions. The unmanaged index includes reinvestment of any income or distributions. It differs from the Fund in composition and does not pay management fees or expenses. One cannot invest directly in an index. AVERAGE ANNUAL TOTAL RETURN CLASS A 2/28/09 - ------- ------- 1-Year +1.98% 5-Year +2.04% Since Inception (9/2/03) +2.17% CLASS A (9/2/03-2/28/09) (PERFORMANCE GRAPH) FRANKLIN FEDERAL LIMITED-TERM BARCLAYS CAPITAL MUNICIPAL DATE TAX-FREE INCOME FUND - CLASS A BOND INDEX 5-YEAR COMPONENT CPI - ---------- ------------------------------ --------------------------- ------- 9/2/2003 $ 9,775 $10,000 $10,000 9/30/2003 $ 9,853 $10,253 $10,033 10/31/2003 $ 9,834 $10,186 $10,022 11/30/2003 $ 9,853 $10,227 $ 9,995 12/31/2003 $ 9,863 $10,267 $ 9,984 1/31/2004 $ 9,883 $10,316 $10,033 2/29/2004 $ 9,942 $10,442 $10,087 3/31/2004 $ 9,924 $10,398 $10,152 4/30/2004 $ 9,837 $10,190 $10,184 5/31/2004 $ 9,799 $10,137 $10,244 6/30/2004 $ 9,810 $10,175 $10,276 7/31/2004 $ 9,871 $10,269 $10,260 8/31/2004 $ 9,962 $10,449 $10,265 9/30/2004 $ 9,973 $10,463 $10,287 10/31/2004 $ 9,994 $10,521 $10,341 11/30/2004 $ 9,956 $10,452 $10,347 12/31/2004 $ 9,989 $10,547 $10,309 1/31/2005 $ 9,981 $10,544 $10,330 2/28/2005 $ 9,954 $10,492 $10,390 3/31/2005 $ 9,929 $10,425 $10,471 4/30/2005 $ 9,973 $10,546 $10,542 5/31/2005 $ 9,989 $10,576 $10,531 6/30/2005 $10,024 $10,625 $10,536 7/31/2005 $10,001 $10,567 $10,585 8/31/2005 $10,028 $10,633 $10,639 9/30/2005 $10,025 $10,615 $10,769 10/31/2005 $10,012 $10,570 $10,791 11/30/2005 $10,020 $10,595 $10,704 12/31/2005 $10,049 $10,647 $10,661 1/31/2006 $10,068 $10,671 $10,742 2/28/2006 $10,077 $10,691 $10,764 3/31/2006 $10,066 $10,649 $10,823 4/30/2006 $10,087 $10,672 $10,915 5/31/2006 $10,112 $10,709 $10,970 6/30/2006 $10,116 $10,659 $10,991 7/31/2006 $10,162 $10,759 $11,024 8/31/2006 $10,228 $10,875 $11,046 9/30/2006 $10,274 $10,935 $10,991 10/31/2006 $10,300 $10,980 $10,932 11/30/2006 $10,335 $11,025 $10,915 12/31/2006 $10,342 $11,003 $10,932 1/31/2007 $10,337 $10,979 $10,965 2/28/2007 $10,396 $11,079 $11,024 3/31/2007 $10,423 $11,105 $11,124 4/30/2007 $10,440 $11,122 $11,196 5/31/2007 $10,457 $11,089 $11,265 6/30/2007 $10,475 $11,069 $11,287 7/31/2007 $10,526 $11,165 $11,284 8/31/2007 $10,566 $11,251 $11,263 9/30/2007 $10,628 $11,353 $11,294 10/31/2007 $10,658 $11,396 $11,318 11/30/2007 $10,709 $11,518 $11,386 12/31/2007 $10,750 $11,570 $11,378 1/31/2008 $10,877 $11,857 $11,434 2/29/2008 $10,775 $11,566 $11,468 3/31/2008 $10,898 $11,793 $11,567 4/30/2008 $10,912 $11,782 $11,637 5/31/2008 $10,937 $11,818 $11,735 6/30/2008 $10,910 $11,698 $11,853 7/31/2008 $10,992 $11,862 $11,916 8/31/2008 $11,052 $12,023 $11,868 9/30/2008 $10,952 $11,775 $11,852 10/31/2008 $10,932 $11,776 $11,732 11/30/2008 $11,012 $12,028 $11,507 12/31/2008 $11,047 $12,238 $11,388 1/31/2009 $11,279 $12,611 $11,438 2/28/2009 $11,250 $12,450 $11,495 ENDNOTES BECAUSE MUNICIPAL BONDS ARE SENSITIVE TO INTEREST RATE MOVEMENTS, THE FUND'S YIELD AND SHARE PRICE WILL FLUCTUATE WITH MARKET CONDITIONS. BOND PRICES GENERALLY MOVE IN THE OPPOSITE DIRECTION OF INTEREST RATES. THUS, AS PRICES OF BONDS IN THE FUND ADJUST TO A RISE IN INTEREST RATES, THE FUND'S SHARE PRICE MAY DECLINE. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. CLASS A: Prior to 2/1/06, these shares were offered without an initial sales charge; thus actual total returns would have differed. (1.) If the manager and administrator had not waived fees, the Fund's distribution rate and total return would have been lower and yield for the period would have been 1.60%. (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. (4.) In accordance with SEC rules, we provide standardized average annual total return information through the latest calendar quarter. (5.) Distribution rate is based on an annualization of the 1.90 cent per share current monthly dividend and the maximum offering price of $10.34 on 2/28/09. (6.) Taxable equivalent distribution rate and yield assume the 2009 maximum federal income tax rate of 35.00%. (7.) Yield, calculated as required by the SEC, is based on the earnings of the Fund's portfolio for the month ended 2/28/09. (8.) Figures are as stated in the Fund's prospectus current as of the date of this report. (9.) Source: (C) 2009 Morningstar. The BC Municipal Bond Index: 5-Year Component is the 5-year (4-6) component of the Municipal Bond Index, which is a market value-weighted index engineered for the long-term tax-exempt bond market. All bonds included have a minimum credit rating of at least Baa3/BBB-. They must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be dated after 12/31/90, and must be at least one year from their maturity date. Remarketed issues, taxable municipal bonds, bonds with floating rates and derivatives are excluded from the index. The index has four main bond sectors: general obligation, revenue, insured and prerefunded. The Consumer Price Index (CPI), calculated by the U.S. Bureau of Labor Statistics, is a commonly used measure of the inflation rate. 54 | Annual Report Your Fund's Expenses FRANKLIN FEDERAL LIMITED-TERM TAX-FREE INCOME FUND As a Fund shareholder, you can incur two types of costs: - - Transaction costs, including sales charges (loads) on Fund purchases; and - - 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 following table 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 first line (Actual) for each share class listed in the table provides actual account values and expenses. The "Ending Account Value" is derived from the Fund's actual return, which includes the effect of Fund expenses. 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: 1. Divide your account value by $1,000. IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6. 2. Multiply the result by the number under the heading "Expenses Paid During Period." IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 X $7.50 = $64.50. In this illustration, the estimated expenses paid this period are $64.50. HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS Information in the second line (Hypothetical) for each class in the table can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical "Ending Account Value" is based on the actual expense ratio for each class and an assumed 5% annual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. Annual Report | 55 Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING CLASS A VALUE 9/1/08 VALUE 2/28/09 PERIOD* 9/1/08-2/28/09 - ------- ----------------- -------------- ---------------------- Actual $1,000 $1,017.00 $2.75 Hypothetical (5% return before expenses) $1,000 $1,022.07 $2.76 * Expenses are calculated using the most recent six-month annualized expense ratio, net of expense waivers, of 0.55%, multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. 56 | Annual Report Franklin High Yield Tax-Free Income Fund YOUR FUND'S GOALS AND MAIN INVESTMENTS: Franklin High Yield Tax-Free Income Fund seeks to provide high current yield exempt from federal income tax by investing at least 80% of its net assets in securities that pay interest free from such tax.(1) Its secondary goal is capital appreciation to the extent possible and consistent with the Fund's principal investment goal. CREDIT QUALITY BREAKDOWN* Franklin High Yield Tax-Free Income Fund Based on Total Long-Term Investments as of 2/28/09** (PIE CHART) AAA 12.2% AA 11.3% A 13.4% BBB 21.9% Below Investment Grade 15.0% Not Rated by S&P 26.2% * Standard & Poor's (S&P) is the primary independent rating agency; Moody's is the secondary rating agency. Securities not rated by an independent rating agency are assigned comparable internal ratings. Ratings for securities not rated by S&P are in the table below. ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa 1.2% 3.7% AA or Aa 0.3% 0.3% A 1.8% 1.2% BBB or Baa 1.4% 2.0% Below Investment Grade 3.7% 10.6% --- ---- Total 8.4% 17.8% This annual report for Franklin High Yield Tax-Free Income Fund covers the fiscal year ended February 28, 2009. (1.) Dividends are generally subject to state and local taxes, if any. For investors subject to alternative minimum tax, a small portion of Fund dividends may be taxable. Distributions of capital gains are generally taxable. To avoid imposition of 28% backup withholding on all Fund distributions and redemption proceeds, U.S. investors must be properly certified on Form W-9 and non-U.S. investors on Form W-8BEN. THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S STATEMENT OF INVESTMENTS (SOI). THE SOI BEGINS ON PAGE 151. Annual Report | 57 DIVIDEND DISTRIBUTIONS* Franklin High Yield Tax-Free Income Fund DIVIDEND PER SHARE ---------------------------------------------------- MONTH CLASS A CLASS B CLASS C ADVISOR CLASS - ----- ---------- ---------- ---------- ------------- March 2008 4.45 cents 3.96 cents 3.97 cents 4.53 cents April 2008 4.45 cents 3.96 cents 3.97 cents 4.53 cents May 2008 4.45 cents 3.96 cents 3.97 cents 4.53 cents June 2008 4.52 cents 4.06 cents 4.05 cents 4.60 cents July 2008 4.52 cents 4.06 cents 4.05 cents 4.60 cents August 2008 4.52 cents 4.06 cents 4.05 cents 4.60 cents September 2008 4.62 cents 4.17 cents 4.16 cents 4.71 cents October 2008 4.62 cents 4.17 cents 4.16 cents 4.71 cents November 2008 4.62 cents 4.17 cents 4.16 cents 4.71 cents December 2008 4.62 cents 4.24 cents 4.24 cents 4.69 cents January 2009 4.62 cents 4.24 cents 4.24 cents 4.69 cents February 2009 4.62 cents 4.24 cents 4.24 cents 4.69 cents * Assumes shares were purchased and held for the entire accrual period, which differs from the calendar month. Since dividends accrue daily, your actual distributions will vary depending on the date you purchased your shares and any account activity. All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. PERFORMANCE OVERVIEW 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. PLEASE VISIT FRANKLINTEMPLETON.COM OR CALL (800) 342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. The Fund's Class A share price, as measured by net asset value, decreased from $9.98 on February 29, 2008, to $8.75 on February 28, 2009. The Fund's Class A shares paid dividends totaling 54.27 cents per share for the same period.(2) The Performance Summary beginning on page 60 shows that at the end of this reporting period the Fund's Class A shares' distribution rate was 6.14% based on an annualization of the current 4.68 cent per share dividend and the maximum offering price of $9.14 on February 28, 2009. An investor in the 2009 maximum federal income tax bracket of 35.00% would need to earn a distribution rate of 9.45% from a taxable investment to match the Fund's Class A tax-free distribution rate. For the Fund's Class B, C and Advisor shares' performance, please see the Performance Summary. MANAGER'S DISCUSSION We used various investment strategies during the 12 months under review as we sought to maximize tax-free income for shareholders. Please read the discussion on page 6 for details. (2.) All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. 58 | Annual Report During the reporting period, the Fund continued to generate high, current, tax-free income for its shareholders. Consistent with our strategy, the Fund did not use leverage or credit derivatives to boost short-term returns, and we were careful to not overexpose the portfolio to any one credit sector. At period-end, we believed the Fund was well positioned for any changes in yield spreads or interest rates. Thank you for your continued participation in Franklin High Yield Tax-Free Income Fund. We intend to maintain our conservative, buy-and-hold investment strategy as we attempt to provide shareholders with high, current, tax-free income. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF FEBRUARY 28, 2009, 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, STATE, 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. PORTFOLIO BREAKDOWN Franklin High Yield Tax-Free Income Fund 2/28/09 % OF TOTAL LONG-TERM INVESTMENTS* ---------------------- Utilities 24.1% Hospital & Health Care 18.7% Prerefunded 15.5% Transportation 11.5% Tax-Supported 8.7% Corporate-Backed 7.1% Other Revenue 4.8% Subject to Government Appropriations 4.6% General Obligation 2.3% Housing 1.5% Higher Education 1.2% * Does not include short-term investments and other net assets. Annual Report | 59 Performance Summary as of 2/28/09 FRANKLIN HIGH YIELD TAX-FREE INCOME FUND 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. The performance table and graphs do not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund's dividends and capital gain distributions, if any, and any unrealized gains or losses. PRICE AND DISTRIBUTION INFORMATION CLASS A (SYMBOL: FRHIX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$1.23 $8.75 $9.98 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.5427 CLASS B (SYMBOL: FYIBX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$1.24 $8.81 $10.05 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.4899 CLASS C (SYMBOL: FHYIX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$1.24 $8.86 $10.10 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.4895 ADVISOR CLASS (SYMBOL: FHYVX) CHANGE 2/28/09 2/29/08 - ----------------------------- ------ ------- ------- Net Asset Value (NAV) -$1.23 $8.77 $10.00 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.5522 60 | Annual Report Performance Summary (CONTINUED) PERFORMANCE CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURNS INCLUDE MAXIMUM SALES CHARGES. CLASS A: 4.25% MAXIMUM INITIAL SALES CHARGE; CLASS B: CONTINGENT DEFERRED SALES CHARGE (CDSC) DECLINING FROM 4% TO 1% OVER SIX YEARS, AND ELIMINATED THEREAFTER; CLASS C: 1% CDSC IN FIRST YEAR ONLY; ADVISOR CLASS: NO SALES CHARGES. CLASS A 1-YEAR 5-YEAR 10-YEAR - ------- ------- ------ ------- Cumulative Total Return(1) -7.09% +5.46% +31.93% Average Annual Total Return(2) -11.02% +0.19% +2.36% Avg. Ann. Total Return (3/31/09)(3) -12.85% +0.23% +2.33% Distribution Rate(4) 6.14% Taxable Equivalent Distribution Rate(5) 9.45% 30-Day Standardized Yield(6) 5.75% Taxable Equivalent Yield(5) 8.85% Total Annual Operating Expenses(7) 0.62% CLASS B 1-YEAR 5-YEAR 10-YEAR - ------- ------- ------ ------- Cumulative Total Return(1) -7.66% +2.54% +26.37% Average Annual Total Return(2) -11.16% +0.18% +2.37% Avg. Ann. Total Return (3/31/09)(3) -12.96% +0.23% +2.34% Distribution Rate(4) 5.88% Taxable Equivalent Distribution Rate(5) 9.05% 30-Day Standardized Yield(6) 5.46% Taxable Equivalent Yield(5) 8.40% Total Annual Operating Expenses(7) 1.17% CLASS C 1-YEAR 5-YEAR 10-YEAR - ------- ------- ------ ------- Cumulative Total Return(1) -7.62% +2.62% +24.87% Average Annual Total Return(2) -8.50% +0.52% +2.25% Avg. Ann. Total Return (3/31/09)(3) -10.36% +0.54% +2.21% Distribution Rate(4) 5.81% Taxable Equivalent Distribution Rate(5) 8.94% 30-Day Standardized Yield(6) 5.47% Taxable Equivalent Yield(5) 8.42% Total Annual Operating Expenses(7) 1.17% ADVISOR CLASS(8) 1-YEAR 5-YEAR 10-YEAR - ---------------- ------- ------ ------- Cumulative Total Return(1) -6.99% +5.75% +32.29% Average Annual Total Return(2) -6.99% +1.12% +2.84% Avg. Ann. Total Return (3/31/09)(3) -8.88% +1.17% +2.81% Distribution Rate(4) 6.49% Taxable Equivalent Distribution Rate(5) 9.98% 30-Day Standardized Yield(6) 6.13% Taxable Equivalent Yield(5) 9.43% Total Annual Operating Expenses(7) 0.52% 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, SEE "FUNDS AND PERFORMANCE" AT FRANKLINTEMPLETON.COM OR CALL (800) 342-5236. Annual Report | 61 Performance Summary (CONTINUED) TOTAL RETURN INDEX COMPARISON FOR A HYPOTHETICAL $10,000 INVESTMENT Total return represents the change in value of an investment over the periods shown. It includes any current, applicable, maximum sales charge, Fund expenses, account fees and reinvested distributions. The unmanaged index includes reinvestment of any income or distributions. It differs from the Fund in composition and does not pay management fees or expenses. One cannot invest directly in an index. AVERAGE ANNUAL TOTAL RETURN CLASS A 2/28/09 - ------- ------- 1-Year -11.02% 5-Year +0.19% 10-Year +2.36% CLASS A (3/1/99-2/28/09) (PERFORMANCE GRAPH) FRANKLIN HIGH YIELD BARCLAYS CAPITAL TAX-FREE MUNICIPAL DATE INCOME FUND - CLASS A BOND INDEX CPI - ---------- --------------------- ---------------- ------- 3/1/1999 $ 9,575 $10,000 $10,000 3/31/1999 $ 9,603 $10,014 $10,030 4/30/1999 $ 9,640 $10,039 $10,103 5/31/1999 $ 9,601 $ 9,981 $10,103 6/30/1999 $ 9,495 $ 9,837 $10,103 7/31/1999 $ 9,540 $ 9,873 $10,134 8/31/1999 $ 9,433 $ 9,794 $10,158 9/30/1999 $ 9,427 $ 9,798 $10,207 10/31/1999 $ 9,258 $ 9,692 $10,225 11/30/1999 $ 9,331 $ 9,795 $10,231 12/31/1999 $ 9,195 $ 9,722 $10,231 1/31/2000 $ 9,111 $ 9,679 $10,261 2/29/2000 $ 9,202 $ 9,792 $10,322 3/31/2000 $ 9,392 $10,006 $10,407 4/30/2000 $ 9,350 $ 9,947 $10,413 5/31/2000 $ 9,292 $ 9,895 $10,426 6/30/2000 $ 9,376 $10,157 $10,480 7/31/2000 $ 9,488 $10,299 $10,505 8/31/2000 $ 9,619 $10,457 $10,505 9/30/2000 $ 9,584 $10,403 $10,559 10/31/2000 $ 9,650 $10,516 $10,578 11/30/2000 $ 9,652 $10,596 $10,584 12/31/2000 $ 9,734 $10,858 $10,578 1/31/2001 $ 9,797 $10,965 $10,644 2/28/2001 $ 9,852 $11,000 $10,687 3/31/2001 $ 9,944 $11,099 $10,711 4/30/2001 $ 9,896 $10,978 $10,754 5/31/2001 $ 9,999 $11,097 $10,802 6/30/2001 $10,083 $11,171 $10,821 7/31/2001 $10,244 $11,336 $10,790 8/31/2001 $10,406 $11,523 $10,790 9/30/2001 $10,319 $11,484 $10,839 10/31/2001 $10,396 $11,621 $10,802 11/30/2001 $10,376 $11,523 $10,784 12/31/2001 $10,307 $11,414 $10,742 1/31/2002 $10,444 $11,612 $10,766 2/28/2002 $10,493 $11,752 $10,809 3/31/2002 $10,403 $11,522 $10,869 4/30/2002 $10,523 $11,747 $10,930 5/31/2002 $10,563 $11,818 $10,930 6/30/2002 $10,644 $11,943 $10,936 7/31/2002 $10,694 $12,097 $10,948 8/31/2002 $10,755 $12,242 $10,985 9/30/2002 $10,826 $12,510 $11,003 10/31/2002 $10,569 $12,303 $11,021 11/30/2002 $10,651 $12,252 $11,021 12/31/2002 $10,837 $12,510 $10,997 1/31/2003 $10,847 $12,479 $11,046 2/28/2003 $10,909 $12,653 $11,131 3/31/2003 $10,835 $12,661 $11,198 4/30/2003 $10,961 $12,744 $11,173 5/31/2003 $11,215 $13,043 $11,155 6/30/2003 $11,247 $12,987 $11,167 7/31/2003 $11,042 $12,533 $11,179 8/31/2003 $11,074 $12,626 $11,222 9/30/2003 $11,376 $12,997 $11,258 10/31/2003 $11,430 $12,932 $11,246 11/30/2003 $11,571 $13,067 $11,216 12/31/2003 $11,702 $13,175 $11,204 1/31/2004 $11,834 $13,250 $11,258 2/29/2004 $11,977 $13,450 $11,319 3/31/2004 $11,954 $13,403 $11,392 4/30/2004 $11,774 $13,086 $11,429 5/31/2004 $11,729 $13,038 $11,495 6/30/2004 $11,784 $13,086 $11,532 7/31/2004 $11,919 $13,258 $11,514 8/31/2004 $12,111 $13,524 $11,520 9/30/2004 $12,190 $13,595 $11,544 10/31/2004 $12,315 $13,712 $11,605 11/30/2004 $12,348 $13,599 $11,611 12/31/2004 $12,507 $13,765 $11,568 1/31/2005 $12,657 $13,894 $11,593 2/28/2005 $12,689 $13,848 $11,660 3/31/2005 $12,663 $13,760 $11,751 4/30/2005 $12,873 $13,977 $11,830 5/31/2005 $12,989 $14,076 $11,818 6/30/2005 $13,094 $14,163 $11,824 7/31/2005 $13,140 $14,099 $11,878 8/31/2005 $13,234 $14,242 $11,939 9/30/2005 $13,061 $14,146 $12,085 10/31/2005 $12,984 $14,060 $12,109 11/30/2005 $13,025 $14,127 $12,012 12/31/2005 $13,189 $14,249 $11,964 1/31/2006 $13,230 $14,287 $12,055 2/28/2006 $13,382 $14,383 $12,079 3/31/2006 $13,349 $14,284 $12,146 4/30/2006 $13,367 $14,279 $12,249 5/31/2006 $13,409 $14,343 $12,310 6/30/2006 $13,438 $14,289 $12,334 7/31/2006 $13,581 $14,459 $12,371 8/31/2006 $13,776 $14,673 $12,395 9/30/2006 $13,894 $14,775 $12,334 10/31/2006 $14,014 $14,868 $12,267 11/30/2006 $14,172 $14,992 $12,249 12/31/2006 $14,177 $14,939 $12,267 1/31/2007 $14,169 $14,901 $12,305 2/28/2007 $14,316 $15,097 $12,371 3/31/2007 $14,269 $15,060 $12,483 4/30/2007 $14,326 $15,104 $12,564 5/31/2007 $14,252 $15,038 $12,641 6/30/2007 $14,178 $14,960 $12,666 7/31/2007 $14,236 $15,076 $12,663 8/31/2007 $14,003 $15,011 $12,639 9/30/2007 $14,234 $15,233 $12,674 10/31/2007 $14,279 $15,301 $12,701 11/30/2007 $14,231 $15,398 $12,777 12/31/2007 $14,156 $15,441 $12,768 1/31/2008 $14,269 $15,636 $12,832 2/29/2008 $13,594 $14,920 $12,869 3/31/2008 $13,886 $15,346 $12,980 4/30/2008 $14,043 $15,526 $13,059 5/31/2008 $14,158 $15,620 $13,169 6/30/2008 $13,986 $15,443 $13,302 7/31/2008 $13,924 $15,502 $13,372 8/31/2008 $14,043 $15,683 $13,318 9/30/2008 $13,154 $14,948 $13,300 10/31/2008 $12,320 $14,795 $13,166 11/30/2008 $12,045 $14,842 $12,913 12/31/2008 $11,713 $15,059 $12,780 1/31/2009 $12,365 $15,610 $12,835 2/28/2009 $12,632 $15,692 $12,899 AVERAGE ANNUAL TOTAL RETURN CLASS B 2/28/09 - ------- ------- 1-Year -11.16% 5-Year +0.18% 10-Year +2.37% CLASS B (3/1/99-2/28/09) (PERFORMANCE GRAPH) FRANKLIN HIGH YIELD BARCLAYS CAPITAL TAX-FREE MUNICIPAL DATE INCOME FUND - CLASS B BOND INDEX CPI - ---------- --------------------- ---------------- ------- 3/1/1999 $10,000 $10,000 $10,000 3/31/1999 $10,025 $10,014 $10,030 4/30/1999 $10,058 $10,039 $10,103 5/31/1999 $10,013 $ 9,981 $10,103 6/30/1999 $ 9,897 $ 9,837 $10,103 7/31/1999 $ 9,948 $ 9,873 $10,134 8/31/1999 $ 9,832 $ 9,794 $10,158 9/30/1999 $ 9,821 $ 9,798 $10,207 10/31/1999 $ 9,641 $ 9,692 $10,225 11/30/1999 $ 9,711 $ 9,795 $10,231 12/31/1999 $ 9,566 $ 9,722 $10,231 1/31/2000 $ 9,474 $ 9,679 $10,261 2/29/2000 $ 9,564 $ 9,792 $10,322 3/31/2000 $ 9,756 $10,006 $10,407 4/30/2000 $ 9,719 $ 9,947 $10,413 5/31/2000 $ 9,644 $ 9,895 $10,426 6/30/2000 $ 9,727 $10,157 $10,480 7/31/2000 $ 9,848 $10,299 $10,505 8/31/2000 $ 9,969 $10,457 $10,505 9/30/2000 $ 9,928 $10,403 $10,559 10/31/2000 $ 9,992 $10,516 $10,578 11/30/2000 $ 9,999 $10,596 $10,584 12/31/2000 $10,078 $10,858 $10,578 1/31/2001 $10,139 $10,965 $10,644 2/28/2001 $10,181 $11,000 $10,687 3/31/2001 $10,281 $11,099 $10,711 4/30/2001 $10,226 $10,978 $10,754 5/31/2001 $10,327 $11,097 $10,802 6/30/2001 $10,408 $11,171 $10,821 7/31/2001 $10,569 $11,336 $10,790 8/31/2001 $10,731 $11,523 $10,790 9/30/2001 $10,636 $11,484 $10,839 10/31/2001 $10,711 $11,621 $10,802 11/30/2001 $10,685 $11,523 $10,784 12/31/2001 $10,610 $11,414 $10,742 1/31/2002 $10,745 $11,612 $10,766 2/28/2002 $10,800 $11,752 $10,809 3/31/2002 $10,693 $11,522 $10,869 4/30/2002 $10,811 $11,747 $10,930 5/31/2002 $10,857 $11,818 $10,930 6/30/2002 $10,924 $11,943 $10,936 7/31/2002 $10,970 $12,097 $10,948 8/31/2002 $11,038 $12,242 $10,985 9/30/2002 $11,105 $12,510 $11,003 10/31/2002 $10,828 $12,303 $11,021 11/30/2002 $10,906 $12,252 $11,021 12/31/2002 $11,101 $12,510 $10,997 1/31/2003 $11,095 $12,479 $11,046 2/28/2003 $11,164 $12,653 $11,131 3/31/2003 $11,073 $12,661 $11,198 4/30/2003 $11,196 $12,744 $11,173 5/31/2003 $11,460 $13,043 $11,155 6/30/2003 $11,487 $12,987 $11,167 7/31/2003 $11,274 $12,533 $11,179 8/31/2003 $11,300 $12,626 $11,222 9/30/2003 $11,602 $12,997 $11,258 10/31/2003 $11,651 $12,932 $11,246 11/30/2003 $11,789 $13,067 $11,216 12/31/2003 $11,916 $13,175 $11,204 1/31/2004 $12,044 $13,250 $11,258 2/29/2004 $12,183 $13,450 $11,319 3/31/2004 $12,154 $13,403 $11,392 4/30/2004 $11,967 $13,086 $11,429 5/31/2004 $11,915 $13,038 $11,495 6/30/2004 $11,977 $13,086 $11,532 7/31/2004 $12,107 $13,258 $11,514 8/31/2004 $12,284 $13,524 $11,520 9/30/2004 $12,369 $13,595 $11,544 10/31/2004 $12,478 $13,712 $11,605 11/30/2004 $12,506 $13,599 $11,611 12/31/2004 $12,673 $13,765 $11,568 1/31/2005 $12,805 $13,894 $11,593 2/28/2005 $12,832 $13,848 $11,660 3/31/2005 $12,811 $13,760 $11,751 4/30/2005 $13,016 $13,977 $11,830 5/31/2005 $13,127 $14,076 $11,818 6/30/2005 $13,226 $14,163 $11,824 7/31/2005 $13,266 $14,099 $11,878 8/31/2005 $13,353 $14,242 $11,939 9/30/2005 $13,174 $14,146 $12,085 10/31/2005 $13,092 $14,060 $12,109 11/30/2005 $13,127 $14,127 $12,012 12/31/2005 $13,285 $14,249 $11,964 1/31/2006 $13,320 $14,287 $12,055 2/28/2006 $13,466 $14,383 $12,079 3/31/2006 $13,415 $14,284 $12,146 4/30/2006 $13,438 $14,279 $12,249 5/31/2006 $13,474 $14,343 $12,310 6/30/2006 $13,497 $14,289 $12,334 7/31/2006 $13,634 $14,459 $12,371 8/31/2006 $13,821 $14,673 $12,395 9/30/2006 $13,934 $14,775 $12,334 10/31/2006 $14,047 $14,868 $12,267 11/30/2006 $14,198 $14,992 $12,249 12/31/2006 $14,196 $14,939 $12,267 1/31/2007 $14,182 $14,901 $12,305 2/28/2007 $14,322 $15,097 $12,371 3/31/2007 $14,279 $15,060 $12,483 4/30/2007 $14,336 $15,104 $12,564 5/31/2007 $14,263 $15,038 $12,641 6/30/2007 $14,187 $14,960 $12,666 7/31/2007 $14,247 $15,076 $12,663 8/31/2007 $14,013 $15,011 $12,639 9/30/2007 $14,239 $15,233 $12,674 10/31/2007 $14,289 $15,301 $12,701 11/30/2007 $14,242 $15,398 $12,777 12/31/2007 $14,166 $15,441 $12,768 1/31/2008 $14,278 $15,636 $12,832 2/29/2008 $13,603 $14,920 $12,869 3/31/2008 $13,895 $15,346 $12,980 4/30/2008 $14,054 $15,526 $13,059 5/31/2008 $14,170 $15,620 $13,169 6/30/2008 $13,996 $15,443 $13,302 7/31/2008 $13,937 $15,502 $13,372 8/31/2008 $14,053 $15,683 $13,318 9/30/2008 $13,166 $14,948 $13,300 10/31/2008 $12,334 $14,795 $13,166 11/30/2008 $12,053 $14,842 $12,913 12/31/2008 $11,726 $15,059 $12,780 1/31/2009 $12,377 $15,610 $12,835 2/28/2009 $12,637 $15,692 $12,899 62 | Annual Report Performance Summary (CONTINUED) AVERAGE ANNUAL TOTAL RETURN CLASS C 2/28/09 - ------- ------- 1-Year -8.50% 5-Year +0.52% 10-Year +2.25% CLASS C (3/1/99-2/28/09) (PERFORMANCE GRAPH) FRANKLIN HIGH YIELD BARCLAYS CAPITAL TAX-FREE MUNICIPAL DATE INCOME FUND - CLASS C BOND INDEX CPI - ---------- --------------------- ---------------- ------- 3/1/1999 $10,000 $10,000 $10,000 3/31/1999 $10,024 $10,014 $10,030 4/30/1999 $10,057 $10,039 $10,103 5/31/1999 $10,003 $ 9,981 $10,103 6/30/1999 $ 9,888 $ 9,837 $10,103 7/31/1999 $ 9,940 $ 9,873 $10,134 8/31/1999 $ 9,815 $ 9,794 $10,158 9/30/1999 $ 9,814 $ 9,798 $10,207 10/31/1999 $ 9,635 $ 9,692 $10,225 11/30/1999 $ 9,697 $ 9,795 $10,231 12/31/1999 $ 9,552 $ 9,722 $10,231 1/31/2000 $ 9,461 $ 9,679 $10,261 2/29/2000 $ 9,551 $ 9,792 $10,322 3/31/2000 $ 9,742 $10,006 $10,407 4/30/2000 $ 9,704 $ 9,947 $10,413 5/31/2000 $ 9,630 $ 9,895 $10,426 6/30/2000 $ 9,722 $10,157 $10,480 7/31/2000 $ 9,832 $10,299 $10,505 8/31/2000 $ 9,962 $10,457 $10,505 9/30/2000 $ 9,922 $10,403 $10,559 10/31/2000 $ 9,985 $10,516 $10,578 11/30/2000 $ 9,982 $10,596 $10,584 12/31/2000 $10,062 $10,858 $10,578 1/31/2001 $10,122 $10,965 $10,644 2/28/2001 $10,173 $11,000 $10,687 3/31/2001 $10,263 $11,099 $10,711 4/30/2001 $10,209 $10,978 $10,754 5/31/2001 $10,309 $11,097 $10,802 6/30/2001 $10,400 $11,171 $10,821 7/31/2001 $10,560 $11,336 $10,790 8/31/2001 $10,721 $11,523 $10,790 9/30/2001 $10,617 $11,484 $10,839 10/31/2001 $10,701 $11,621 $10,802 11/30/2001 $10,666 $11,523 $10,784 12/31/2001 $10,590 $11,414 $10,742 1/31/2002 $10,735 $11,612 $10,766 2/28/2002 $10,780 $11,752 $10,809 3/31/2002 $10,683 $11,522 $10,869 4/30/2002 $10,800 $11,747 $10,930 5/31/2002 $10,836 $11,818 $10,930 6/30/2002 $10,913 $11,943 $10,936 7/31/2002 $10,960 $12,097 $10,948 8/31/2002 $11,017 $12,242 $10,985 9/30/2002 $11,084 $12,510 $11,003 10/31/2002 $10,808 $12,303 $11,021 11/30/2002 $10,896 $12,252 $11,021 12/31/2002 $11,079 $12,510 $10,997 1/31/2003 $11,084 $12,479 $11,046 2/28/2003 $11,142 $12,653 $11,131 3/31/2003 $11,062 $12,661 $11,198 4/30/2003 $11,185 $12,744 $11,173 5/31/2003 $11,448 $13,043 $11,155 6/30/2003 $11,463 $12,987 $11,167 7/31/2003 $11,251 $12,533 $11,179 8/31/2003 $11,277 $12,626 $11,222 9/30/2003 $11,588 $12,997 $11,258 10/31/2003 $11,637 $12,932 $11,246 11/30/2003 $11,774 $13,067 $11,216 12/31/2003 $11,890 $13,175 $11,204 1/31/2004 $12,017 $13,250 $11,258 2/29/2004 $12,167 $13,450 $11,319 3/31/2004 $12,138 $13,403 $11,392 4/30/2004 $11,951 $13,086 $11,429 5/31/2004 $11,900 $13,038 $11,495 6/30/2004 $11,950 $13,086 $11,532 7/31/2004 $12,079 $13,258 $11,514 8/31/2004 $12,266 $13,524 $11,520 9/30/2004 $12,340 $13,595 $11,544 10/31/2004 $12,459 $13,712 $11,605 11/30/2004 $12,487 $13,599 $11,611 12/31/2004 $12,653 $13,765 $11,568 1/31/2005 $12,785 $13,894 $11,593 2/28/2005 $12,811 $13,848 $11,660 3/31/2005 $12,791 $13,760 $11,751 4/30/2005 $12,995 $13,977 $11,830 5/31/2005 $13,104 $14,076 $11,818 6/30/2005 $13,203 $14,163 $11,824 7/31/2005 $13,242 $14,099 $11,878 8/31/2005 $13,330 $14,242 $11,939 9/30/2005 $13,152 $14,146 $12,085 10/31/2005 $13,069 $14,060 $12,109 11/30/2005 $13,104 $14,127 $12,012 12/31/2005 $13,261 $14,249 $11,964 1/31/2006 $13,296 $14,287 $12,055 2/28/2006 $13,453 $14,383 $12,079 3/31/2006 $13,402 $14,284 $12,146 4/30/2006 $13,425 $14,279 $12,249 5/31/2006 $13,448 $14,343 $12,310 6/30/2006 $13,472 $14,289 $12,334 7/31/2006 $13,620 $14,459 $12,371 8/31/2006 $13,794 $14,673 $12,395 9/30/2006 $13,918 $14,775 $12,334 10/31/2006 $14,031 $14,868 $12,267 11/30/2006 $14,181 $14,992 $12,249 12/31/2006 $14,180 $14,939 $12,267 1/31/2007 $14,165 $14,901 $12,305 2/28/2007 $14,304 $15,097 $12,371 3/31/2007 $14,251 $15,060 $12,483 4/30/2007 $14,300 $15,104 $12,564 5/31/2007 $14,221 $15,038 $12,641 6/30/2007 $14,141 $14,960 $12,666 7/31/2007 $14,192 $15,076 $12,663 8/31/2007 $13,955 $15,011 $12,639 9/30/2007 $14,177 $15,233 $12,674 10/31/2007 $14,214 $15,301 $12,701 11/30/2007 $14,173 $15,398 $12,777 12/31/2007 $14,080 $15,441 $12,768 1/31/2008 $14,184 $15,636 $12,832 2/29/2008 $13,515 $14,920 $12,869 3/31/2008 $13,782 $15,346 $12,980 4/30/2008 $13,943 $15,526 $13,059 5/31/2008 $14,050 $15,620 $13,169 6/30/2008 $13,875 $15,443 $13,302 7/31/2008 $13,794 $15,502 $13,372 8/31/2008 $13,917 $15,683 $13,318 9/30/2008 $13,027 $14,948 $13,300 10/31/2008 $12,191 $14,795 $13,166 11/30/2008 $11,915 $14,842 $12,913 12/31/2008 $11,586 $15,059 $12,780 1/31/2009 $12,231 $15,610 $12,835 2/28/2009 $12,487 $15,692 $12,899 AVERAGE ANNUAL TOTAL RETURN ADVISOR CLASS(8) 2/28/09 - ---------------- ------- 1-Year -6.99% 5-Year +1.12% 10-Year +2.84% ADVISOR CLASS (3/1/99-2/28/09)(8) (PERFORMANCE GRAPH) FRANKLIN HIGH YIELD BARCLAYS CAPITAL TAX-FREE INCOME MUNICIPAL DATE FUND - ADVISOR CLASS BOND INDEX CPI - ---------- --------------------- ---------------- ------- 3/1/1999 $10,000 $10,000 $10,000 3/31/1999 $10,030 $10,014 $10,030 4/30/1999 $10,068 $10,039 $10,103 5/31/1999 $10,027 $ 9,981 $10,103 6/30/1999 $ 9,918 $ 9,837 $10,103 7/31/1999 $ 9,966 $ 9,873 $10,134 8/31/1999 $ 9,854 $ 9,794 $10,158 9/30/1999 $ 9,848 $ 9,798 $10,207 10/31/1999 $ 9,672 $ 9,692 $10,225 11/30/1999 $ 9,747 $ 9,795 $10,231 12/31/1999 $ 9,605 $ 9,722 $10,231 1/31/2000 $ 9,517 $ 9,679 $10,261 2/29/2000 $ 9,613 $ 9,792 $10,322 3/31/2000 $ 9,811 $10,006 $10,407 4/30/2000 $ 9,768 $ 9,947 $10,413 5/31/2000 $ 9,707 $ 9,895 $10,426 6/30/2000 $ 9,795 $10,157 $10,480 7/31/2000 $ 9,912 $10,299 $10,505 8/31/2000 $10,048 $10,457 $10,505 9/30/2000 $10,012 $10,403 $10,559 10/31/2000 $10,081 $10,516 $10,578 11/30/2000 $10,083 $10,596 $10,584 12/31/2000 $10,168 $10,858 $10,578 1/31/2001 $10,235 $10,965 $10,644 2/28/2001 $10,292 $11,000 $10,687 3/31/2001 $10,388 $11,099 $10,711 4/30/2001 $10,338 $10,978 $10,754 5/31/2001 $10,445 $11,097 $10,802 6/30/2001 $10,533 $11,171 $10,821 7/31/2001 $10,701 $11,336 $10,790 8/31/2001 $10,871 $11,523 $10,790 9/30/2001 $10,779 $11,484 $10,839 10/31/2001 $10,860 $11,621 $10,802 11/30/2001 $10,839 $11,523 $10,784 12/31/2001 $10,767 $11,414 $10,742 1/31/2002 $10,910 $11,612 $10,766 2/28/2002 $10,961 $11,752 $10,809 3/31/2002 $10,868 $11,522 $10,869 4/30/2002 $10,993 $11,747 $10,930 5/31/2002 $11,035 $11,818 $10,930 6/30/2002 $11,119 $11,943 $10,936 7/31/2002 $11,172 $12,097 $10,948 8/31/2002 $11,235 $12,242 $10,985 9/30/2002 $11,309 $12,510 $11,003 10/31/2002 $11,041 $12,303 $11,021 11/30/2002 $11,127 $12,252 $11,021 12/31/2002 $11,321 $12,510 $10,997 1/31/2003 $11,331 $12,479 $11,046 2/28/2003 $11,396 $12,653 $11,131 3/31/2003 $11,319 $12,661 $11,198 4/30/2003 $11,451 $12,744 $11,173 5/31/2003 $11,716 $13,043 $11,155 6/30/2003 $11,749 $12,987 $11,167 7/31/2003 $11,535 $12,533 $11,179 8/31/2003 $11,568 $12,626 $11,222 9/30/2003 $11,884 $12,997 $11,258 10/31/2003 $11,941 $12,932 $11,246 11/30/2003 $12,088 $13,067 $11,216 12/31/2003 $12,225 $13,175 $11,204 1/31/2004 $12,362 $13,250 $11,258 2/29/2004 $12,512 $13,450 $11,319 3/31/2004 $12,488 $13,403 $11,392 4/30/2004 $12,300 $13,086 $11,429 5/31/2004 $12,253 $13,038 $11,495 6/30/2004 $12,311 $13,086 $11,532 7/31/2004 $12,451 $13,258 $11,514 8/31/2004 $12,652 $13,524 $11,520 9/30/2004 $12,734 $13,595 $11,544 10/31/2004 $12,864 $13,712 $11,605 11/30/2004 $12,899 $13,599 $11,611 12/31/2004 $13,066 $13,765 $11,568 1/31/2005 $13,222 $13,894 $11,593 2/28/2005 $13,256 $13,848 $11,660 3/31/2005 $13,229 $13,760 $11,751 4/30/2005 $13,448 $13,977 $11,830 5/31/2005 $13,569 $14,076 $11,818 6/30/2005 $13,679 $14,163 $11,824 7/31/2005 $13,726 $14,099 $11,878 8/31/2005 $13,824 $14,242 $11,939 9/30/2005 $13,644 $14,146 $12,085 10/31/2005 $13,564 $14,060 $12,109 11/30/2005 $13,607 $14,127 $12,012 12/31/2005 $13,777 $14,249 $11,964 1/31/2006 $13,790 $14,287 $12,055 2/28/2006 $13,950 $14,383 $12,079 3/31/2006 $13,917 $14,284 $12,146 4/30/2006 $13,949 $14,279 $12,249 5/31/2006 $13,980 $14,343 $12,310 6/30/2006 $13,986 $14,289 $12,334 7/31/2006 $14,163 $14,459 $12,371 8/31/2006 $14,353 $14,673 $12,395 9/30/2006 $14,491 $14,775 $12,334 10/31/2006 $14,616 $14,868 $12,267 11/30/2006 $14,782 $14,992 $12,249 12/31/2006 $14,789 $14,939 $12,267 1/31/2007 $14,781 $14,901 $12,305 2/28/2007 $14,936 $15,097 $12,371 3/31/2007 $14,888 $15,060 $12,483 4/30/2007 $14,948 $15,104 $12,564 5/31/2007 $14,873 $15,038 $12,641 6/30/2007 $14,797 $14,960 $12,666 7/31/2007 $14,859 $15,076 $12,663 8/31/2007 $14,617 $15,011 $12,639 9/30/2007 $14,859 $15,233 $12,674 10/31/2007 $14,907 $15,301 $12,701 11/30/2007 $14,871 $15,398 $12,777 12/31/2007 $14,780 $15,441 $12,768 1/31/2008 $14,899 $15,636 $12,832 2/29/2008 $14,197 $14,920 $12,869 3/31/2008 $14,503 $15,346 $12,980 4/30/2008 $14,681 $15,526 $13,059 5/31/2008 $14,789 $15,620 $13,169 6/30/2008 $14,611 $15,443 $13,302 7/31/2008 $14,547 $15,502 $13,372 8/31/2008 $14,672 $15,683 $13,318 9/30/2008 $13,747 $14,948 $13,300 10/31/2008 $12,878 $14,795 $13,166 11/30/2008 $12,593 $14,842 $12,913 12/31/2008 $12,248 $15,059 $12,780 1/31/2009 $12,929 $15,610 $12,835 2/28/2009 $13,229 $15,692 $12,899 Annual Report | 63 Performance Summary (CONTINUED) ENDNOTES BECAUSE MUNICIPAL BONDS ARE SENSITIVE TO INTEREST RATE MOVEMENTS, THE FUND'S YIELD AND SHARE PRICE WILL FLUCTUATE WITH MARKET CONDITIONS. BOND PRICES GENERALLY MOVE IN THE OPPOSITE DIRECTION OF INTEREST RATES. THUS, AS PRICES OF BONDS IN THE FUND ADJUST TO A RISE IN INTEREST RATES, THE FUND'S SHARE PRICE MAY DECLINE. IN GENERAL, AN INVESTOR IS PAID A HIGHER YIELD TO ASSUME A GREATER DEGREE OF CREDIT RISK. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. CLASS B: These shares have higher annual fees and expenses than Class A shares. CLASS C: Prior to 1/1/04, these shares were offered with an initial sales charge; thus actual total returns would have differed. These shares have higher annual fees and expenses than Class A shares. ADVISOR CLASS: Shares are available to certain eligible investors as described in the prospectus. (1.) Cumulative total return represents the change in value of an investment over the periods indicated. (2.) Average annual total return represents the average annual change in value of an investment over the periods indicated. (3.) In accordance with SEC rules, we provide standardized average annual total return information through the latest calendar quarter. (4.) Distribution rate is based on an annualization of the respective class's current monthly dividend and the maximum offering price (NAV for Classes B, C and Advisor) per share on 2/28/09. (5.) Taxable equivalent distribution rate and yield assume the 2009 maximum federal income tax rate of 35.00%. (6.) Yield, calculated as required by the SEC, is based on the earnings of the Fund's portfolio for the month ended 2/28/09. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. (8.) Effective 1/3/06, the Fund began offering Advisor Class shares, which do not have sales charges or a Rule 12b-1 plan. Performance quotations for this class reflect the following methods of calculation: (a) For periods prior to 1/3/06, a restated figure is used based upon the Fund's Class A performance, excluding the effect of Class A's maximum initial sales charge, but reflecting the effect of the Class A Rule 12b-1 fees; and (b) for periods after 1/2/06, actual Advisor Class performance is used reflecting all charges and fees applicable to that class. Since 1/3/06 (commencement of sales), the cumulative and average annual total returns of Advisor Class shares were -4.04% and -1.30%. (9.) Source: (C) 2009 Morningstar. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. All bonds included have a minimum credit rating of at least Baa3/BBB-. They must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be dated after 12/31/90, and must be at least one year from their maturity date. Remarketed issues, taxable municipal bonds, bonds with floating rates and derivatives are excluded from the index. The index has four main bond sectors: general obligation, revenue, insured and prerefunded. The Consumer Price Index (CPI), calculated by the U.S. Bureau of Labor Statistics, is a commonly used measure of the inflation rate. 64 | Annual Report Your Fund's Expenses FRANKLIN HIGH YIELD TAX-FREE INCOME FUND As a Fund shareholder, you can incur two types of costs: - - Transaction costs, including sales charges (loads) on Fund purchases; and - - 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 following table 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 first line (Actual) for each share class listed in the table provides actual account values and expenses. The "Ending Account Value" is derived from the Fund's actual return, which includes the effect of Fund expenses. 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: 1. Divide your account value by $1,000. IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6. 2. Multiply the result by the number under the heading "Expenses Paid During Period." IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 X $7.50 = $64.50. In this illustration, the estimated expenses paid this period are $64.50. HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS Information in the second line (Hypothetical) for each class in the table can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical "Ending Account Value" is based on the actual expense ratio for each class and an assumed 5% annual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. Annual Report | 65 Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES. Therefore, the second line for each class is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING VALUE 9/1/08 VALUE 2/28/09 PERIOD* 9/1/08-2/28/09 ----------------- -------------- ---------------------- CLASS A Actual $1,000 $ 899.30 $3.01 Hypothetical (5% return before expenses) $1,000 $1,021.62 $3.21 CLASS B Actual $1,000 $ 896.50 $5.60 Hypothetical (5% return before expenses) $1,000 $1,018.89 $5.96 CLASS C Actual $1,000 $ 897.00 $5.60 Hypothetical (5% return before expenses) $1,000 $1,018.89 $5.96 ADVISOR CLASS Actual $1,000 $ 900.00 $2.54 Hypothetical (5% return before expenses) $1,000 $1,022.12 $2.71 * Expenses are calculated using the most recent six-month expense ratio, annualized for each class (A: 0.64%; B: 1.19%; C: 1.19%; and Advisor: 0.54%), multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. 66 | Annual Report Franklin New Jersey Tax-Free Income Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin New Jersey Tax-Free Income Fund seeks to provide as high a level of income exempt from federal and New Jersey personal income taxes as is consistent with prudent investment management and preservation of capital by investing at least 80% of its net assets in securities that pay interest free from such taxes.(1) CREDIT QUALITY BREAKDOWN* Franklin New Jersey Tax-Free Income Fund 2/28/09 % OF TOTAL RATINGS LONG-TERM INVESTMENTS** - ------- ----------------------- AAA 25.2% AA 32.7% A 12.0% BBB 13.5% Below Investment Grade 0.4% Not Rated by S&P 16.2% * Standard & Poor's (S&P) is the primary independent rating agency; Moody's is the secondary rating agency. Securities not rated by an independent rating agency are assigned comparable internal ratings. Ratings for securities not rated by S&P are in the table below. ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa 0.3% 0.1% AA or Aa 3.4% -- A 10.1% -- BBB or Baa 1.5% 0.3% Below Investment Grade 0.5% -- ---- --- Total 15.8% 0.4% This annual report for Franklin New Jersey Tax-Free Income Fund covers the fiscal year ended February 28, 2009. PERFORMANCE OVERVIEW 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. PLEASE VISIT franklintempleton.com OR CALL (800) 342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. The Fund's Class A share price, as measured by net asset value, decreased from $11.45 on February 29, 2008, to $11.29 on February 28, 2009. The Fund's (1.) For investors subject to alternative minimum tax, a small portion of Fund dividends may be taxable. Distributions of capital gains are generally taxable. To avoid imposition of 28% backup withholding on all Fund distributions and redemption proceeds, U.S. investors must be properly certified on Form W-9 and non-U.S. investors on Form W-8BEN. THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S STATEMENT OF INVESTMENTS (SOI). THE SOI BEGINS ON PAGE 180. Annual Report | 67 DIVIDEND DISTRIBUTIONS* Franklin New Jersey Tax-Free Income Fund DIVIDEND PER SHARE --------------------------------------------------------- MONTH CLASS A CLASS B CLASS C ADVISOR CLASS** - ----- ---------- ---------- ---------- ------------------ March 2008 4.19 cents 3.63 cents 3.63 cents -- April 2008 4.19 cents 3.63 cents 3.63 cents -- May 2008 4.19 cents 3.63 cents 3.63 cents -- June 2008 4.19 cents 3.66 cents 3.64 cents -- July 2008 4.10 cents 3.57 cents 3.55 cents 3.03 cents August 2008 4.10 cents 3.57 cents 3.55 cents 4.19 cents September 2008 4.10 cents 3.56 cents 3.56 cents 4.19 cents October 2008 4.10 cents 3.56 cents 3.56 cents 4.19 cents November 2008 4.10 cents 3.56 cents 3.56 cents 4.19 cents December 2008 4.10 cents 3.61 cents 3.61 cents 4.19 cents January 2009 4.10 cents 3.61 cents 3.61 cents 4.19 cents February 2009 4.10 cents 3.61 cents 3.61 cents 4.19 cents * Assumes shares were purchased and held for the entire accrual period, which differs from the calendar month. Since dividends accrue daily, your actual distributions will vary depending on the date you purchased your shares and any account activity. All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. ** Effective 7/1/08, the Fund began offering Advisor Class shares. See the prospectus for details. Class A shares paid dividends totaling 49.18 cents per share for the same period.(2) The Performance Summary beginning on page 71 shows that at the end of this reporting period the Fund's Class A shares' distribution rate was 4.22% based on an annualization of the current 4.15 cent per share dividend and the maximum offering price of $11.79 on February 28, 2009. An investor in the 2009 maximum combined effective federal and New Jersey personal income tax bracket of 40.83% would need to earn a distribution rate of 7.13% from a taxable investment to match the Fund's Class A tax-free distribution rate. For the Fund's Class B, C and Advisor shares' performance, please see the Performance Summary. The Fund was subject to bond calls during the fiscal year under review as many municipal bond issuers sought to take advantage of lower interest rates and exercised call options on their outstanding higher coupon bonds issued several years ago. In addition, the Fund had prerefunded bonds that reached their maturity or call dates. In general, we were limited to reinvesting these proceeds (2.) All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. 68 | Annual Report as well as those from cash inflows at current, lower interest rates, which tended to reduce the Fund's income and cause dividend distributions to decline slightly, as shown in the dividend distributions table. STATE UPDATE New Jersey's economy suffered along with most other states during the current national recession. Despite a diverse economic base, the state experienced job losses and a slumping real estate market, which hampered income performance. Although employment levels remained relatively stable through mid-2008, non-farm employment declined through the rest of the year and into 2009. The financial and manufacturing sectors experienced significant job losses, as did construction amid a softer housing market. At period-end, New Jersey's unemployment rate was 8.2% compared with the 8.1% national rate.(3) The state's economy is supported by high wealth and personal income levels. However, per-capita personal income, which continued to be among the highest nationally, grew only slightly in 2008's second and third quarters. Net tax-supported debt in December 2008 was the third highest nationally; however, since 2006 growth in such debt has been relatively flat, despite issuance for school construction and other programs, due to aggressive debt amortization. Independent credit rating agency Standard & Poor's assigned New Jersey's general obligation bonds a rating of AA with a stable outlook.(4) The rating and outlook reflected the state's economic diversity, high wealth and income levels, and continued improvement in balancing resources and needs in an increasingly difficult economic environment. MANAGER'S DISCUSSION We used various investment strategies during the 12 months under review as we sought to maximize tax-free income for shareholders. Please read the discussion on page 6 for details. PORTFOLIO BREAKDOWN Franklin New Jersey Tax-Free Income Fund 2/28/09 % OF TOTAL LONG-TERM INVESTMENTS* ---------------------- Prerefunded 29.2% Hospital & Health Care 17.8% Subject to Government Appropriations 12.8% Transportation 12.3% Higher Education 9.6% Utilities 6.1% General Obligation 4.8% Other Revenue 3.7% Housing 2.1% Tax-Supported 1.4% Corporate-Backed 0.2% * Does not include short-term investments and other net assets. (3.) Source: Bureau of Labor Statistics. (4.) This does not indicate Standard & Poor's rating of the Fund. Annual Report | 69 Thank you for your continued participation in Franklin New Jersey Tax-Free Income Fund. We intend to maintain our conservative, buy-and-hold investment strategy as we attempt to provide shareholders with high, current, tax-free income. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF FEBRUARY 28, 2009, 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, STATE, 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. 70 | Annual Report Performance Summary as of 2/28/09 FRANKLIN NEW JERSEY TAX-FREE INCOME FUND 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. The performance table and graphs do not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund's dividends and capital gain distributions, if any, and any unrealized gains or losses. PRICE AND DISTRIBUTION INFORMATION CLASS A (SYMBOL: FRNJX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.16 $11.29 $11.45 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.4918 CLASS B (SYMBOL: FNJBX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.16 $11.36 $11.52 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.4288 CLASS C (SYMBOL: FNIIX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.16 $11.39 $11.55 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.4281 ADVISOR CLASS (SYMBOL: N/A) CHANGE 2/28/09 7/1/08 - --------------------------- ------ ------- ------- Net Asset Value (NAV) -$0.49 $11.29 $11.78 DISTRIBUTIONS (7/1/08-2/28/09) Dividend Income $0.3304 Annual Report | 71 Performance Summary (CONTINUED) PERFORMANCE CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURNS INCLUDE MAXIMUM SALES CHARGES. CLASS A: 4.25% MAXIMUM INITIAL SALES CHARGE; CLASS B: CONTINGENT DEFERRED SALES CHARGE (CDSC) DECLINING FROM 4% TO 1% OVER SIX YEARS, AND ELIMINATED THEREAFTER; CLASS C: 1% CDSC IN FIRST YEAR ONLY; ADVISOR CLASS: NO SALES CHARGES. CLASS A 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------- ------- Cumulative Total Return(1) +2.94% +14.52% +49.73% Average Annual Total Return(2) -1.45% +1.87% +3.67% Avg. Ann. Total Return (3/31/09)(3) -4.19% +1.92% +3.65% Distribution Rate(4) 4.22% Taxable Equivalent Distribution Rate(5) 7.13% 30-Day Standardized Yield(6) 3.53% Taxable Equivalent Yield(5) 5.97% Total Annual Operating Expenses(7) 0.64% CLASS B 1-YEAR 5-YEAR INCEPTION (2/1/00) - ------- ------ ------- ------------------ Cumulative Total Return(1) +2.36% +11.44% +50.51% Average Annual Total Return(2) -1.58% +1.85% +4.61% Avg. Ann. Total Return (3/31/09)(3) -4.42% +1.87% +4.58% Distribution Rate(4) 3.86% Taxable Equivalent Distribution Rate(5) 6.52% 30-Day Standardized Yield(6) 3.14% Taxable Equivalent Yield(5) 5.31% Total Annual Operating Expenses(7) 1.19% CLASS C 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------- ------- Cumulative Total Return(1) +2.35% +11.39% +41.70% Average Annual Total Return(2) +1.36% +2.18% +3.55% Avg. Ann. Total Return (3/31/09)(3) -1.47% +2.23% +3.53% Distribution Rate(4) 3.83% Taxable Equivalent Distribution Rate(5) 6.47% 30-Day Standardized Yield(6) 3.15% Taxable Equivalent Yield(5) 5.32% Total Annual Operating Expenses(7) 1.19% ADVISOR CLASS(8) 1-YEAR 5-YEAR 10-YEAR - ---------------- ------ ------- ------- Cumulative Total Return(1) +3.01% +14.59% +49.82% Average Annual Total Return(2) +3.01% +2.76% +4.13% Avg. Ann. Total Return (3/31/09)(3) +0.12% +2.82% +4.10% Distribution Rate(4) 4.51% Taxable Equivalent Distribution Rate(5) 7.62% 30-Day Standardized Yield(6) 3.76% Taxable Equivalent Yield(5) 6.35% Total Annual Operating Expenses(7) 0.54% 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, SEE "FUNDS AND PERFORMANCE" AT FRANKLINTEMPLETON.COM OR CALL (800) 342-5236. 72 | Annual Report Performance Summary (CONTINUED) TOTAL RETURN INDEX COMPARISON FOR A HYPOTHETICAL $10,000 INVESTMENT Total return represents the change in value of an investment over the periods shown. It includes any current, applicable, maximum sales charge, Fund expenses, account fees and reinvested distributions. The unmanaged index includes reinvestment of any income or distributions. It differs from the Fund in composition and does not pay management fees or expenses. One cannot invest directly in an index. AVERAGE ANNUAL TOTAL RETURN CLASS A 2/28/09 - ------- ------- 1-Year -1.45% 5-Year +1.87% 10-Year +3.67% CLASS A (3/1/99-2/28/09) (PERFORMANCE GRAPH) FRANKLIN NEW JERSEY BARCLAYS CAPITAL TAX-FREE INCOME MUNICIPAL DATE FUND - CLASS A BOND INDEX CPI - ---------- --------------- ---------------- ------- 3/1/1999 $ 9,576 $10,000 $10,000 3/31/1999 $ 9,608 $10,014 $10,030 4/30/1999 $ 9,632 $10,039 $10,103 5/31/1999 $ 9,583 $ 9,981 $10,103 6/30/1999 $ 9,469 $ 9,837 $10,103 7/31/1999 $ 9,502 $ 9,873 $10,134 8/31/1999 $ 9,371 $ 9,794 $10,158 9/30/1999 $ 9,338 $ 9,798 $10,207 10/31/1999 $ 9,223 $ 9,692 $10,225 11/30/1999 $ 9,297 $ 9,795 $10,231 12/31/1999 $ 9,205 $ 9,722 $10,231 1/31/2000 $ 9,147 $ 9,679 $10,261 2/29/2000 $ 9,273 $ 9,792 $10,322 3/31/2000 $ 9,484 $10,006 $10,407 4/30/2000 $ 9,424 $ 9,947 $10,413 5/31/2000 $ 9,357 $ 9,895 $10,426 6/30/2000 $ 9,605 $10,157 $10,480 7/31/2000 $ 9,734 $10,299 $10,505 8/31/2000 $ 9,889 $10,457 $10,505 9/30/2000 $ 9,828 $10,403 $10,559 10/31/2000 $ 9,950 $10,516 $10,578 11/30/2000 $10,029 $10,596 $10,584 12/31/2000 $10,275 $10,858 $10,578 1/31/2001 $10,327 $10,965 $10,644 2/28/2001 $10,406 $11,000 $10,687 3/31/2001 $10,485 $11,099 $10,711 4/30/2001 $10,377 $10,978 $10,754 5/31/2001 $10,493 $11,097 $10,802 6/30/2001 $10,581 $11,171 $10,821 7/31/2001 $10,742 $11,336 $10,790 8/31/2001 $10,886 $11,523 $10,790 9/30/2001 $10,819 $11,484 $10,839 10/31/2001 $10,945 $11,621 $10,802 11/30/2001 $10,860 $11,523 $10,784 12/31/2001 $10,756 $11,414 $10,742 1/31/2002 $10,929 $11,612 $10,766 2/28/2002 $11,066 $11,752 $10,809 3/31/2002 $10,858 $11,522 $10,869 4/30/2002 $11,052 $11,747 $10,930 5/31/2002 $11,116 $11,818 $10,930 6/30/2002 $11,217 $11,943 $10,936 7/31/2002 $11,338 $12,097 $10,948 8/31/2002 $11,469 $12,242 $10,985 9/30/2002 $11,723 $12,510 $11,003 10/31/2002 $11,480 $12,303 $11,021 11/30/2002 $11,438 $12,252 $11,021 12/31/2002 $11,686 $12,510 $10,997 1/31/2003 $11,634 $12,479 $11,046 2/28/2003 $11,776 $12,653 $11,131 3/31/2003 $11,792 $12,661 $11,198 4/30/2003 $11,877 $12,744 $11,173 5/31/2003 $12,150 $13,043 $11,155 6/30/2003 $12,105 $12,987 $11,167 7/31/2003 $11,642 $12,533 $11,179 8/31/2003 $11,736 $12,626 $11,222 9/30/2003 $12,031 $12,997 $11,258 10/31/2003 $11,985 $12,932 $11,246 11/30/2003 $12,130 $13,067 $11,216 12/31/2003 $12,246 $13,175 $11,204 1/31/2004 $12,331 $13,250 $11,258 2/29/2004 $12,519 $13,450 $11,319 3/31/2004 $12,502 $13,403 $11,392 4/30/2004 $12,188 $13,086 $11,429 5/31/2004 $12,152 $13,038 $11,495 6/30/2004 $12,208 $13,086 $11,532 7/31/2004 $12,379 $13,258 $11,514 8/31/2004 $12,603 $13,524 $11,520 9/30/2004 $12,703 $13,595 $11,544 10/31/2004 $12,813 $13,712 $11,605 11/30/2004 $12,713 $13,599 $11,611 12/31/2004 $12,877 $13,765 $11,568 1/31/2005 $13,063 $13,894 $11,593 2/28/2005 $13,036 $13,848 $11,660 3/31/2005 $12,977 $13,760 $11,751 4/30/2005 $13,175 $13,977 $11,830 5/31/2005 $13,287 $14,076 $11,818 6/30/2005 $13,357 $14,163 $11,824 7/31/2005 $13,318 $14,099 $11,878 8/31/2005 $13,443 $14,242 $11,939 9/30/2005 $13,349 $14,146 $12,085 10/31/2005 $13,276 $14,060 $12,109 11/30/2005 $13,335 $14,127 $12,012 12/31/2005 $13,449 $14,249 $11,964 1/31/2006 $13,464 $14,287 $12,055 2/28/2006 $13,579 $14,383 $12,079 3/31/2006 $13,482 $14,284 $12,146 4/30/2006 $13,496 $14,279 $12,249 5/31/2006 $13,522 $14,343 $12,310 6/30/2006 $13,480 $14,289 $12,334 7/31/2006 $13,631 $14,459 $12,371 8/31/2006 $13,805 $14,673 $12,395 9/30/2006 $13,912 $14,775 $12,334 10/31/2006 $13,995 $14,868 $12,267 11/30/2006 $14,137 $14,992 $12,249 12/31/2006 $14,094 $14,939 $12,267 1/31/2007 $14,062 $14,901 $12,305 2/28/2007 $14,252 $15,097 $12,371 3/31/2007 $14,196 $15,060 $12,483 4/30/2007 $14,245 $15,104 $12,564 5/31/2007 $14,188 $15,038 $12,641 6/30/2007 $14,120 $14,960 $12,666 7/31/2007 $14,217 $15,076 $12,663 8/31/2007 $14,125 $15,011 $12,639 9/30/2007 $14,354 $15,233 $12,674 10/31/2007 $14,404 $15,301 $12,701 11/30/2007 $14,466 $15,398 $12,777 12/31/2007 $14,469 $15,441 $12,768 1/31/2008 $14,603 $15,636 $12,832 2/29/2008 $13,925 $14,920 $12,869 3/31/2008 $14,353 $15,346 $12,980 4/30/2008 $14,551 $15,526 $13,059 5/31/2008 $14,651 $15,620 $13,169 6/30/2008 $14,494 $15,443 $13,302 7/31/2008 $14,520 $15,502 $13,372 8/31/2008 $14,669 $15,683 $13,318 9/30/2008 $13,924 $14,948 $13,300 10/31/2008 $13,665 $14,795 $13,166 11/30/2008 $13,565 $14,842 $12,913 12/31/2008 $13,655 $15,059 $12,780 1/31/2009 $14,161 $15,610 $12,835 2/28/2009 $14,337 $15,692 $12,899 AVERAGE ANNUAL TOTAL RETURN CLASS B 2/28/09 - ------- ------- 1-Year -1.58% 5-Year +1.85% Since Inception (2/1/00) +4.61% CLASS B (2/1/00-2/28/09) (PERFORMANCE GRAPH) FRANKLIN NEW JERSEY BARCLAYS CAPITAL TAX-FREE INCOME MUNICIPAL DATE FUND - CLASS B BOND INDEX CPI - ---------- --------------- ---------------- ------- 2/1/2000 $10,000 $10,000 $10,000 2/29/2000 $10,129 $10,116 $10,059 3/31/2000 $10,355 $10,337 $10,142 4/30/2000 $10,285 $10,276 $10,148 5/31/2000 $10,206 $10,223 $10,160 6/30/2000 $10,481 $10,494 $10,213 7/31/2000 $10,626 $10,640 $10,237 8/31/2000 $10,790 $10,804 $10,237 9/30/2000 $10,718 $10,748 $10,290 10/31/2000 $10,846 $10,865 $10,308 11/30/2000 $10,927 $10,947 $10,314 12/31/2000 $11,188 $11,217 $10,308 1/31/2001 $11,240 $11,328 $10,373 2/28/2001 $11,331 $11,364 $10,415 3/31/2001 $11,411 $11,466 $10,438 4/30/2001 $11,288 $11,342 $10,480 5/31/2001 $11,408 $11,464 $10,527 6/30/2001 $11,498 $11,541 $10,545 7/31/2001 $11,667 $11,712 $10,515 8/31/2001 $11,817 $11,905 $10,515 9/30/2001 $11,750 $11,865 $10,563 10/31/2001 $11,880 $12,006 $10,527 11/30/2001 $11,773 $11,905 $10,509 12/31/2001 $11,665 $11,792 $10,468 1/31/2002 $11,846 $11,997 $10,492 2/28/2002 $11,989 $12,141 $10,533 3/31/2002 $11,758 $11,903 $10,592 4/30/2002 $11,962 $12,136 $10,652 5/31/2002 $12,035 $12,210 $10,652 6/30/2002 $12,129 $12,339 $10,658 7/31/2002 $12,263 $12,498 $10,669 8/31/2002 $12,389 $12,648 $10,705 9/30/2002 $12,657 $12,925 $10,723 10/31/2002 $12,400 $12,711 $10,741 11/30/2002 $12,349 $12,658 $10,741 12/31/2002 $12,609 $12,925 $10,717 1/31/2003 $12,547 $12,892 $10,764 2/28/2003 $12,695 $13,072 $10,847 3/31/2003 $12,706 $13,080 $10,912 4/30/2003 $12,792 $13,167 $10,889 5/31/2003 $13,078 $13,475 $10,871 6/30/2003 $13,024 $13,418 $10,883 7/31/2003 $12,522 $12,948 $10,895 8/31/2003 $12,617 $13,045 $10,936 9/30/2003 $12,926 $13,428 $10,972 10/31/2003 $12,871 $13,360 $10,960 11/30/2003 $13,031 $13,500 $10,930 12/31/2003 $13,138 $13,611 $10,918 1/31/2004 $13,223 $13,689 $10,972 2/29/2004 $13,418 $13,895 $11,031 3/31/2004 $13,405 $13,847 $11,102 4/30/2004 $13,053 $13,519 $11,137 5/31/2004 $13,009 $13,470 $11,203 6/30/2004 $13,074 $13,519 $11,238 7/31/2004 $13,239 $13,697 $11,220 8/31/2004 $13,471 $13,971 $11,226 9/30/2004 $13,570 $14,046 $11,250 10/31/2004 $13,682 $14,166 $11,309 11/30/2004 $13,569 $14,049 $11,315 12/31/2004 $13,748 $14,221 $11,274 1/31/2005 $13,928 $14,354 $11,297 2/28/2005 $13,894 $14,306 $11,363 3/31/2005 $13,836 $14,216 $11,451 4/30/2005 $14,028 $14,440 $11,528 5/31/2005 $14,141 $14,542 $11,517 6/30/2005 $14,220 $14,632 $11,523 7/31/2005 $14,161 $14,566 $11,576 8/31/2005 $14,286 $14,713 $11,635 9/30/2005 $14,192 $14,614 $11,777 10/31/2005 $14,108 $14,526 $11,801 11/30/2005 $14,164 $14,595 $11,706 12/31/2005 $14,267 $14,721 $11,659 1/31/2006 $14,276 $14,761 $11,748 2/28/2006 $14,403 $14,860 $11,771 3/31/2006 $14,294 $14,757 $11,836 4/30/2006 $14,291 $14,752 $11,937 5/31/2006 $14,323 $14,818 $11,996 6/30/2006 $14,272 $14,762 $12,020 7/31/2006 $14,424 $14,938 $12,056 8/31/2006 $14,601 $15,159 $12,079 9/30/2006 $14,694 $15,265 $12,020 10/31/2006 $14,788 $15,361 $11,955 11/30/2006 $14,930 $15,489 $11,937 12/31/2006 $14,878 $15,434 $11,955 1/31/2007 $14,838 $15,394 $11,991 2/28/2007 $15,018 $15,597 $12,056 3/31/2007 $14,964 $15,559 $12,165 4/30/2007 $15,009 $15,605 $12,244 5/31/2007 $14,942 $15,536 $12,319 6/30/2007 $14,864 $15,455 $12,343 7/31/2007 $14,959 $15,575 $12,340 8/31/2007 $14,856 $15,508 $12,317 9/30/2007 $15,076 $15,737 $12,351 10/31/2007 $15,134 $15,807 $12,378 11/30/2007 $15,192 $15,908 $12,451 12/31/2007 $15,188 $15,952 $12,443 1/31/2008 $15,321 $16,153 $12,505 2/29/2008 $14,609 $15,414 $12,541 3/31/2008 $15,057 $15,854 $12,650 4/30/2008 $15,266 $16,040 $12,726 5/31/2008 $15,372 $16,137 $12,834 6/30/2008 $15,204 $15,955 $12,963 7/31/2008 $15,235 $16,015 $13,031 8/31/2008 $15,388 $16,203 $12,979 9/30/2008 $14,608 $15,443 $12,961 10/31/2008 $14,339 $15,285 $12,830 11/30/2008 $14,230 $15,334 $12,584 12/31/2008 $14,329 $15,558 $12,454 1/31/2009 $14,857 $16,127 $12,508 2/28/2009 $15,051 $16,212 $12,571 Annual Report | 73 Performance Summary (CONTINUED) AVERAGE ANNUAL TOTAL RETURN CLASS C 2/28/09 - ------- ------- 1-Year +1.36% 5-Year +2.18% 10-Year +3.55% CLASS C (3/1/99-2/28/09) (PERFORMANCE GRAPH) FRANKLIN NEW JERSEY BARCLAYS CAPITAL TAX-FREE INCOME MUNICIPAL DATE FUND - CLASS C BOND INDEX CPI - ---------- --------------- ---------------- ------- 3/1/1999 $10,000 $10,000 $10,000 3/31/1999 $10,020 $10,014 $10,030 4/30/1999 $10,040 $10,039 $10,103 5/31/1999 $ 9,994 $ 9,981 $10,103 6/30/1999 $ 9,863 $ 9,837 $10,103 7/31/1999 $ 9,892 $ 9,873 $10,134 8/31/1999 $ 9,752 $ 9,794 $10,158 9/30/1999 $ 9,713 $ 9,798 $10,207 10/31/1999 $ 9,589 $ 9,692 $10,225 11/30/1999 $ 9,662 $ 9,795 $10,231 12/31/1999 $ 9,563 $ 9,722 $10,231 1/31/2000 $ 9,489 $ 9,679 $10,261 2/29/2000 $ 9,624 $ 9,792 $10,322 3/31/2000 $ 9,846 $10,006 $10,407 4/30/2000 $ 9,771 $ 9,947 $10,413 5/31/2000 $ 9,697 $ 9,895 $10,426 6/30/2000 $ 9,948 $10,157 $10,480 7/31/2000 $10,086 $10,299 $10,505 8/31/2000 $10,232 $10,457 $10,505 9/30/2000 $10,174 $10,403 $10,559 10/31/2000 $10,286 $10,516 $10,578 11/30/2000 $10,362 $10,596 $10,584 12/31/2000 $10,610 $10,858 $10,578 1/31/2001 $10,659 $10,965 $10,644 2/28/2001 $10,744 $11,000 $10,687 3/31/2001 $10,811 $11,099 $10,711 4/30/2001 $10,704 $10,978 $10,754 5/31/2001 $10,818 $11,097 $10,802 6/30/2001 $10,903 $11,171 $10,821 7/31/2001 $11,064 $11,336 $10,790 8/31/2001 $11,206 $11,523 $10,790 9/30/2001 $11,142 $11,484 $10,839 10/31/2001 $11,256 $11,621 $10,802 11/30/2001 $11,164 $11,523 $10,784 12/31/2001 $11,052 $11,414 $10,742 1/31/2002 $11,233 $11,612 $10,766 2/28/2002 $11,368 $11,752 $10,809 3/31/2002 $11,150 $11,522 $10,869 4/30/2002 $11,334 $11,747 $10,930 5/31/2002 $11,403 $11,818 $10,930 6/30/2002 $11,501 $11,943 $10,936 7/31/2002 $11,619 $12,097 $10,948 8/31/2002 $11,747 $12,242 $10,985 9/30/2002 $12,001 $12,510 $11,003 10/31/2002 $11,749 $12,303 $11,021 11/30/2002 $11,700 $12,252 $11,021 12/31/2002 $11,947 $12,510 $10,997 1/31/2003 $11,889 $12,479 $11,046 2/28/2003 $12,028 $12,653 $11,131 3/31/2003 $12,039 $12,661 $11,198 4/30/2003 $12,119 $12,744 $11,173 5/31/2003 $12,400 $13,043 $11,155 6/30/2003 $12,338 $12,987 $11,167 7/31/2003 $11,863 $12,533 $11,179 8/31/2003 $11,953 $12,626 $11,222 9/30/2003 $12,245 $12,997 $11,258 10/31/2003 $12,203 $12,932 $11,246 11/30/2003 $12,344 $13,067 $11,216 12/31/2003 $12,445 $13,175 $11,204 1/31/2004 $12,536 $13,250 $11,258 2/29/2004 $12,720 $13,450 $11,319 3/31/2004 $12,698 $13,403 $11,392 4/30/2004 $12,375 $13,086 $11,429 5/31/2004 $12,322 $13,038 $11,495 6/30/2004 $12,384 $13,086 $11,532 7/31/2004 $12,550 $13,258 $11,514 8/31/2004 $12,770 $13,524 $11,520 9/30/2004 $12,854 $13,595 $11,544 10/31/2004 $12,969 $13,712 $11,605 11/30/2004 $12,863 $13,599 $11,611 12/31/2004 $13,021 $13,765 $11,568 1/31/2005 $13,202 $13,894 $11,593 2/28/2005 $13,169 $13,848 $11,660 3/31/2005 $13,103 $13,760 $11,751 4/30/2005 $13,296 $13,977 $11,830 5/31/2005 $13,402 $14,076 $11,818 6/30/2005 $13,477 $14,163 $11,824 7/31/2005 $13,421 $14,099 $11,878 8/31/2005 $13,540 $14,242 $11,939 9/30/2005 $13,439 $14,146 $12,085 10/31/2005 $13,371 $14,060 $12,109 11/30/2005 $13,413 $14,127 $12,012 12/31/2005 $13,521 $14,249 $11,964 1/31/2006 $13,530 $14,287 $12,055 2/28/2006 $13,639 $14,383 $12,079 3/31/2006 $13,547 $14,284 $12,146 4/30/2006 $13,544 $14,279 $12,249 5/31/2006 $13,574 $14,343 $12,310 6/30/2006 $13,526 $14,289 $12,334 7/31/2006 $13,659 $14,459 $12,371 8/31/2006 $13,837 $14,673 $12,395 9/30/2006 $13,925 $14,775 $12,334 10/31/2006 $14,013 $14,868 $12,267 11/30/2006 $14,148 $14,992 $12,249 12/31/2006 $14,099 $14,939 $12,267 1/31/2007 $14,061 $14,901 $12,305 2/28/2007 $14,231 $15,097 $12,371 3/31/2007 $14,180 $15,060 $12,483 4/30/2007 $14,222 $15,104 $12,564 5/31/2007 $14,160 $15,038 $12,641 6/30/2007 $14,086 $14,960 $12,666 7/31/2007 $14,175 $15,076 $12,663 8/31/2007 $14,077 $15,011 $12,639 9/30/2007 $14,297 $15,233 $12,674 10/31/2007 $14,340 $15,301 $12,701 11/30/2007 $14,407 $15,398 $12,777 12/31/2007 $14,391 $15,441 $12,768 1/31/2008 $14,517 $15,636 $12,832 2/29/2008 $13,842 $14,920 $12,869 3/31/2008 $14,258 $15,346 $12,980 4/30/2008 $14,445 $15,526 $13,059 5/31/2008 $14,537 $15,620 $13,169 6/30/2008 $14,376 $15,443 $13,302 7/31/2008 $14,407 $15,502 $13,372 8/31/2008 $14,535 $15,683 $13,318 9/30/2008 $13,784 $14,948 $13,300 10/31/2008 $13,523 $14,795 $13,166 11/30/2008 $13,431 $14,842 $12,913 12/31/2008 $13,513 $15,059 $12,780 1/31/2009 $14,003 $15,610 $12,835 2/28/2009 $14,170 $15,692 $12,899 AVERAGE ANNUAL TOTAL RETURN ADVISOR CLASS(8) 2/28/09 - ---------------- ------- 1-Year +3.01% 5-Year +2.76% 10-Year +4.13% ADVISOR CLASS (3/1/99-2/28/09)(8) (PERFORMANCE GRAPH) FRANKLIN NEW JERSEY TAX-FREE INCOME BARCLAYS CAPITAL FUND - ADVISOR MUNICIPAL DATE CLASS BOND INDEX CPI - ---------- --------------- ---------------- ------- 3/1/1999 $10,000 $10,000 $10,000 3/31/1999 $10,033 $10,014 $10,030 4/30/1999 $10,058 $10,039 $10,103 5/31/1999 $10,008 $ 9,981 $10,103 6/30/1999 $ 9,889 $ 9,837 $10,103 7/31/1999 $ 9,923 $ 9,873 $10,134 8/31/1999 $ 9,786 $ 9,794 $10,158 9/30/1999 $ 9,752 $ 9,798 $10,207 10/31/1999 $ 9,631 $ 9,692 $10,225 11/30/1999 $ 9,709 $ 9,795 $10,231 12/31/1999 $ 9,613 $ 9,722 $10,231 1/31/2000 $ 9,552 $ 9,679 $10,261 2/29/2000 $ 9,684 $ 9,792 $10,322 3/31/2000 $ 9,904 $10,006 $10,407 4/30/2000 $ 9,842 $ 9,947 $10,413 5/31/2000 $ 9,771 $ 9,895 $10,426 6/30/2000 $10,030 $10,157 $10,480 7/31/2000 $10,165 $10,299 $10,505 8/31/2000 $10,327 $10,457 $10,505 9/30/2000 $10,264 $10,403 $10,559 10/31/2000 $10,391 $10,516 $10,578 11/30/2000 $10,474 $10,596 $10,584 12/31/2000 $10,730 $10,858 $10,578 1/31/2001 $10,785 $10,965 $10,644 2/28/2001 $10,868 $11,000 $10,687 3/31/2001 $10,950 $11,099 $10,711 4/30/2001 $10,837 $10,978 $10,754 5/31/2001 $10,958 $11,097 $10,802 6/30/2001 $11,050 $11,171 $10,821 7/31/2001 $11,218 $11,336 $10,790 8/31/2001 $11,368 $11,523 $10,790 9/30/2001 $11,299 $11,484 $10,839 10/31/2001 $11,430 $11,621 $10,802 11/30/2001 $11,341 $11,523 $10,784 12/31/2001 $11,232 $11,414 $10,742 1/31/2002 $11,413 $11,612 $10,766 2/28/2002 $11,556 $11,752 $10,809 3/31/2002 $11,339 $11,522 $10,869 4/30/2002 $11,542 $11,747 $10,930 5/31/2002 $11,609 $11,818 $10,930 6/30/2002 $11,714 $11,943 $10,936 7/31/2002 $11,840 $12,097 $10,948 8/31/2002 $11,977 $12,242 $10,985 9/30/2002 $12,243 $12,510 $11,003 10/31/2002 $11,989 $12,303 $11,021 11/30/2002 $11,944 $12,252 $11,021 12/31/2002 $12,204 $12,510 $10,997 1/31/2003 $12,149 $12,479 $11,046 2/28/2003 $12,298 $12,653 $11,131 3/31/2003 $12,315 $12,661 $11,198 4/30/2003 $12,404 $12,744 $11,173 5/31/2003 $12,688 $13,043 $11,155 6/30/2003 $12,641 $12,987 $11,167 7/31/2003 $12,158 $12,533 $11,179 8/31/2003 $12,256 $12,626 $11,222 9/30/2003 $12,564 $12,997 $11,258 10/31/2003 $12,516 $12,932 $11,246 11/30/2003 $12,668 $13,067 $11,216 12/31/2003 $12,788 $13,175 $11,204 1/31/2004 $12,877 $13,250 $11,258 2/29/2004 $13,073 $13,450 $11,319 3/31/2004 $13,056 $13,403 $11,392 4/30/2004 $12,728 $13,086 $11,429 5/31/2004 $12,690 $13,038 $11,495 6/30/2004 $12,749 $13,086 $11,532 7/31/2004 $12,928 $13,258 $11,514 8/31/2004 $13,162 $13,524 $11,520 9/30/2004 $13,266 $13,595 $11,544 10/31/2004 $13,381 $13,712 $11,605 11/30/2004 $13,276 $13,599 $11,611 12/31/2004 $13,447 $13,765 $11,568 1/31/2005 $13,642 $13,894 $11,593 2/28/2005 $13,614 $13,848 $11,660 3/31/2005 $13,552 $13,760 $11,751 4/30/2005 $13,759 $13,977 $11,830 5/31/2005 $13,876 $14,076 $11,818 6/30/2005 $13,949 $14,163 $11,824 7/31/2005 $13,908 $14,099 $11,878 8/31/2005 $14,039 $14,242 $11,939 9/30/2005 $13,940 $14,146 $12,085 10/31/2005 $13,864 $14,060 $12,109 11/30/2005 $13,926 $14,127 $12,012 12/31/2005 $14,045 $14,249 $11,964 1/31/2006 $14,061 $14,287 $12,055 2/28/2006 $14,181 $14,383 $12,079 3/31/2006 $14,079 $14,284 $12,146 4/30/2006 $14,094 $14,279 $12,249 5/31/2006 $14,121 $14,343 $12,310 6/30/2006 $14,078 $14,289 $12,334 7/31/2006 $14,235 $14,459 $12,371 8/31/2006 $14,417 $14,673 $12,395 9/30/2006 $14,528 $14,775 $12,334 10/31/2006 $14,616 $14,868 $12,267 11/30/2006 $14,764 $14,992 $12,249 12/31/2006 $14,719 $14,939 $12,267 1/31/2007 $14,686 $14,901 $12,305 2/28/2007 $14,884 $15,097 $12,371 3/31/2007 $14,825 $15,060 $12,483 4/30/2007 $14,876 $15,104 $12,564 5/31/2007 $14,817 $15,038 $12,641 6/30/2007 $14,746 $14,960 $12,666 7/31/2007 $14,847 $15,076 $12,663 8/31/2007 $14,751 $15,011 $12,639 9/30/2007 $14,990 $15,233 $12,674 10/31/2007 $15,042 $15,301 $12,701 11/30/2007 $15,107 $15,398 $12,777 12/31/2007 $15,110 $15,441 $12,768 1/31/2008 $15,251 $15,636 $12,832 2/29/2008 $14,542 $14,920 $12,869 3/31/2008 $14,990 $15,346 $12,980 4/30/2008 $15,196 $15,526 $13,059 5/31/2008 $15,300 $15,620 $13,169 6/30/2008 $15,136 $15,443 $13,302 7/31/2008 $15,168 $15,502 $13,372 8/31/2008 $15,322 $15,683 $13,318 9/30/2008 $14,547 $14,948 $13,300 10/31/2008 $14,281 $14,795 $13,166 11/30/2008 $14,172 $14,842 $12,913 12/31/2008 $14,272 $15,059 $12,780 1/31/2009 $14,800 $15,610 $12,835 2/28/2009 $14,982 $15,692 $12,899 74 | Annual Report Performance Summary (CONTINUED) ENDNOTES BECAUSE MUNICIPAL BONDS ARE SENSITIVE TO INTEREST RATE MOVEMENTS, THE FUND'S YIELD AND SHARE PRICE WILL FLUCTUATE WITH MARKET CONDITIONS. BOND PRICES GENERALLY MOVE IN THE OPPOSITE DIRECTION OF INTEREST RATES. THUS, AS PRICES OF BONDS IN THE FUND ADJUST TO A RISE IN INTEREST RATES, THE FUND'S SHARE PRICE MAY DECLINE. SINCE THE FUND CONCENTRATES ITS INVESTMENTS IN A SINGLE STATE, IT IS SUBJECT TO GREATER RISK OF ADVERSE ECONOMIC AND REGULATORY CHANGES IN THAT STATE THAN A GEOGRAPHICALLY DIVERSIFIED FUND. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. CLASS B: These shares have higher annual fees and expenses than Class A shares. CLASS C: Prior to 1/1/04, these shares were offered with an initial sales charge; thus actual total returns would have differed. These shares have higher annual fees and expenses than Class A shares. ADVISOR CLASS: Shares are available to certain eligible investors as described in the prospectus. (1.) Cumulative total return represents the change in value of an investment over the periods indicated. (2.) Average annual total return represents the average annual change in value of an investment over the periods indicated. (3.) In accordance with SEC rules, we provide standardized average annual total return information through the latest calendar quarter. (4.) Distribution rate is based on an annualization of the respective class's current monthly dividend and the maximum offering price (NAV for Classes B, C and Advisor) per share on 2/28/09. (5.) Taxable equivalent distribution rate and yield assume the published rates as of 12/29/08 for the maximum combined effective federal and New Jersey personal income tax rate of 40.83%, based on the federal income tax rate of 35.00%. (6.) Yield, calculated as required by the SEC, is based on the earnings of the Fund's portfolio for the month ended 2/28/09. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. (8.) Effective 7/1/08, the Fund began offering Advisor Class shares, which do not have sales charges or a Rule 12b-1 plan. Performance quotations for this class reflect the following methods of calculation: (a) For periods prior to 7/1/08, a restated figure is used based upon the Fund's Class A performance, excluding the effect of Class A's maximum initial sales charge, but reflecting the effect of the Class A Rule 12b-1 fees; and (b) for periods after 6/30/08, actual Advisor Class performance is used reflecting all charges and fees applicable to that class. Since 7/1/08 (commencement of sales), the cumulative total return of Advisor Class shares was -1.29%. (9.) Source: (C) 2009 Morningstar. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. All bonds included have a minimum credit rating of at least Baa3/BBB-. They must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be dated after 12/31/90, and must be at least one year from their maturity date. Remarketed issues, taxable municipal bonds, bonds with floating rates and derivatives are excluded from the index. The index has four main bond sectors: general obligation, revenue, insured and prerefunded. The Consumer Price Index (CPI), calculated by the U.S. Bureau of Labor Statistics, is a commonly used measure of the inflation rate. Annual Report | 75 Your Fund's Expenses FRANKLIN NEW JERSEY TAX-FREE INCOME FUND As a Fund shareholder, you can incur two types of costs: - - Transaction costs, including sales charges (loads) on Fund purchases; and - - 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 following table 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 first line (Actual) for each share class listed in the table provides actual account values and expenses. The "Ending Account Value" is derived from the Fund's actual return, which includes the effect of Fund expenses. 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: 1. Divide your account value by $1,000. IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6. 2. Multiply the result by the number under the heading "Expenses Paid During Period." IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 X $7.50 = $64.50. In this illustration, the estimated expenses paid this period are $64.50. HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS Information in the second line (Hypothetical) for each class in the table can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical "Ending Account Value" is based on the actual expense ratio for each class and an assumed 5% annual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. 76 | Annual Report Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES. Therefore, the second line for each class is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING VALUE 9/1/08 VALUE 2/28/09 PERIOD* 9/1/08-2/28/09 ----------------- -------------- ---------------------- CLASS A Actual $1,000 $ 977.20 $3.14 Hypothetical (5% return before expenses) $1,000 $1,021.62 $3.21 CLASS B Actual $1,000 $ 974.70 $5.78 Hypothetical (5% return before expenses) $1,000 $1,018.94 $5.91 CLASS C Actual $1,000 $ 974.70 $5.83 Hypothetical (5% return before expenses) $1,000 $1,018.89 $5.96 ADVISOR CLASS Actual $1,000 $ 977.70 $2.65 Hypothetical (5% return before expenses) $1,000 $1,022.12 $2.71 * Expenses are calculated using the most recent six-month expense ratio, annualized for each class (A: 0.64%; B: 1.18%; C: 1.19%; and Advisor: 0.54%), multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. Annual Report | 77 Franklin Oregon Tax-Free Income Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin Oregon Tax-Free Income Fund seeks to provide as high a level of income exempt from federal and Oregon personal income taxes as is consistent with prudent investment management and preservation of capital by investing at least 80% of its net assets in securities that pay interest free from such taxes.(1) CREDIT QUALITY BREAKDOWN* Franklin Oregon Tax-Free Income Fund 2/28/09 % OF TOTAL RATINGS LONG-TERM INVESTMENTS** - ------- ----------------------- AAA 21.0% AA 32.5% A 9.7% BBB 13.4% Below Investment Grade 0.7% Not Rated by S&P 22.7% * Standard & Poor's (S&P) is the primary independent rating agency; Moody's is the secondary rating agency. Securities not rated by an independent rating agency are assigned comparable internal ratings. Ratings for securities not rated by S&P are in the table below. ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa 0.9% -- AA or Aa 13.5% -- A 6.1% 0.3% BBB or Baa 1.0% 0.7% Below Investment Grade -- 0.2% ---- --- Total 21.5% 1.2% This annual report for Franklin Oregon Tax-Free Income Fund covers the fiscal year ended February 28, 2009. PERFORMANCE OVERVIEW 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. PLEASE VISIT FRANKLINTEMPLETON.COM OR CALL (800) 342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. The Fund's Class A share price, as measured by net asset value, decreased from $11.25 on February 29, 2008, to $11.21 on February 28, 2009. The Fund's Class A shares paid dividends totaling 48.43 cents per share for the same (1.) For investors subject to alternative minimum tax, a small portion of Fund dividends may be taxable. Distributions of capital gains are generally taxable. To avoid imposition of 28% backup withholding on all Fund distributions and redemption proceeds, U.S. investors must be properly certified on Form W-9 and non-U.S. investors on Form W-8BEN. THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S STATEMENT OF INVESTMENTS (SOI). THE SOI BEGINS ON PAGE 190. 78 | Annual Report DIVIDEND DISTRIBUTIONS* Franklin Oregon Tax-Free Income Fund DIVIDEND PER SHARE ----------------------- MONTH CLASS A CLASS C - ----- ---------- ---------- March 2008 4.06 cents 3.50 cents April 2008 4.06 cents 3.50 cents May 2008 4.06 cents 3.50 cents June 2008 4.06 cents 3.52 cents July 2008 4.06 cents 3.52 cents August 2008 4.06 cents 3.52 cents September 2008 4.06 cents 3.53 cents October 2008 4.06 cents 3.53 cents November 2008 4.06 cents 3.53 cents December 2008 4.08 cents 3.59 cents January 2009 4.08 cents 3.59 cents February 2009 4.08 cents 3.59 cents * Assumes shares were purchased and held for the entire accrual period, which differs from the calendar month. Since dividends accrue daily, your actual distributions will vary depending on the date you purchased your shares and any account activity. All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. period.(2) The Performance Summary beginning on page 81 shows that at the end of this reporting period the Fund's Class A shares' distribution rate was 4.28% based on an annualization of the current 4.18 cent per share dividend and the maximum offering price of $11.71 on February 28, 2009. An investor in the 2009 maximum combined effective federal and Oregon personal income tax bracket of 40.85% would need to earn a distribution rate of 7.24% from a taxable investment to match the Fund's Class A tax-free distribution rate. For the Fund's Class C shares' performance, please see the Performance Summary. STATE UPDATE Oregon's economy has diversified in recent years from its traditional industries of lumber, agriculture and wood products into such industries as high technology manufacturing. As a result, the state's revenue growth stemmed from a surge in employment, rebounding personal and corporate incomes, an increase in capital gains from a rising stock market, and, to a lesser extent, real estate sales. With rising unemployment and poor stock market performance during the reporting period, revenues came in below expectations and continued to (2.) All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. Annual Report | 79 PORTFOLIO BREAKDOWN Franklin Oregon Tax-Free Income Fund 2/28/09 % OF TOTAL LONG-TERM INVESTMENTS* ---------------------- Prerefunded 25.1% General Obligation 20.1% Transportation 11.8% Hospital & Health Care 11.6% Utilities 8.3% Subject to Government Appropriations 7.1% Higher Education 6.2% Other Revenue 4.4% Housing 3.6% Tax-Supported 1.1% Corporate-Backed 0.7% * Does not include short-term investments and other net assets. be revised downward. In a December 2008 revenue forecast, personal and corporate income taxes declined, and capital gains were expected to drop significantly. Real estate, however, seemed to be less impacted by national trends when compared with other regions. At period-end, the state's unemployment rate was 10.8% compared with the 8.1% national rate.(3) In light of downward revenue revisions for the 2009-2011 biennial budget, Oregon's governor announced administrative cuts over the next three fiscal years including salary freezes, elimination of some scheduled salary increases, and 26 furlough days for many employees. For the current 2007-2009 budget, the governor's plan relied heavily on spending cuts and 20% of available federal stimulus funds to address the deficit. The state's ways and means committee recently outlined additional spending cuts, which would balance the 2007-2009 budget unless revenues weaken further. Oregon's 2008 net tax-supported debt was 5.0% of personal income and $1,636 per capita compared with the national medians of 2.6% and $889.(4) Independent credit rating agency Standard & Poor's (S&P) assigned Oregon's general obligation bonds a rating of AA with a stable outlook.(5) The rating and outlook reflected S&P's expectations that the state will address revenue shortfalls with necessary cuts and that any new programs will be funded by additional revenues. The state is helped by having a rainy day fund, established after strong economic growth during the 2005-2007 biennium, and an education stability fund. MANAGER'S DISCUSSION We used various investment strategies during the 12 months under review as we sought to maximize tax-free income for shareholders. Please read the discussion on page 6 for details. Thank you for your continued participation in Franklin Oregon Tax-Free Income Fund. We intend to maintain our conservative, buy-and-hold investment strategy as we attempt to provide shareholders with high, current, tax-free income. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF FEBRUARY 28, 2009, 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, STATE, 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. (3.) Source: Bureau of Labor Statistics. (4.) Source: Moody's Investors Service, "New Issue: Oregon (State of)," 2/26/09. (5.) This does not indicate S&P's rating of the Fund. 80 | Annual Report Performance Summary as of 2/28/09 FRANKLIN OREGON TAX-FREE INCOME FUND 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. The performance table and graphs do not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund's dividends and capital gain distributions, if any, and any unrealized gains or losses. PRICE AND DISTRIBUTION INFORMATION CLASS A (SYMBOL: FRORX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.04 $11.21 $11.25 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.4843 CLASS C (SYMBOL: FORIX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.03 $11.33 $11.36 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.4213 PERFORMANCE CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURNS INCLUDE MAXIMUM SALES CHARGES. CLASS A: 4.25% MAXIMUM INITIAL SALES CHARGE; CLASS C: 1% CONTINGENT DEFERRED SALES CHARGE IN FIRST YEAR ONLY. CLASS A 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------- Cumulative Total Return(1) +4.02% +16.03% +49.55% Average Annual Total Return(2) -0.40% +2.13% +3.65% Avg. Ann. Total Return (3/31/09)(3) -3.23% +2.09% +3.61% Distribution Rate(4) 4.28% Taxable Equivalent Distribution Rate(5) 7.24% 30-Day Standardized Yield(6) 3.56% Taxable Equivalent Yield(5) 6.02% Total Annual Operating Expenses(7) 0.64% CLASS C 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------- Cumulative Total Return(1) +3.50% +12.82% +41.54% Average Annual Total Return(2) +2.50% +2.44% +3.54% Avg. Ann. Total Return (3/31/09)(3) -0.49% +2.41% +3.50% Distribution Rate(4) 3.89% Taxable Equivalent Distribution Rate(5) 6.58% 30-Day Standardized Yield(6) 3.18% Taxable Equivalent Yield(5) 5.38% Total Annual Operating Expenses(7) 1.19% 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, SEE "FUNDS AND PERFORMANCE" AT FRANKLINTEMPLETON.COM OR CALL (800) 342-5236. Annual Report | 81 Performance Summary (CONTINUED) TOTAL RETURN INDEX COMPARISON FOR A HYPOTHETICAL $10,000 INVESTMENT Total return represents the change in value of an investment over the periods shown. It includes any current, applicable, maximum sales charge, Fund expenses, account fees and reinvested distributions. The unmanaged index includes reinvestment of any income or distributions. It differs from the Fund in composition and does not pay management fees or expenses. One cannot invest directly in an index. AVERAGE ANNUAL TOTAL RETURN CLASS A 2/28/09 - ------- ------- 1-Year -0.40% 5-Year +2.13% 10-Year +3.65% CLASS A (3/1/99-2/28/09) (PERFORMANCE GRAPH) FRANKLIN OREGON TAX-FREE BARCLAYS CAPITAL DATE INCOME FUND - CLASS A MUNICIPAL BOND INDEX CPI - ---------- ------------------------ -------------------- ------- 3/1/1999 $ 9,571 $10,000 $10,000 3/31/1999 $ 9,594 $10,014 $10,030 4/30/1999 $ 9,609 $10,039 $10,103 5/31/1999 $ 9,559 $ 9,981 $10,103 6/30/1999 $ 9,410 $ 9,837 $10,103 7/31/1999 $ 9,441 $ 9,873 $10,134 8/31/1999 $ 9,315 $ 9,794 $10,158 9/30/1999 $ 9,297 $ 9,798 $10,207 10/31/1999 $ 9,145 $ 9,692 $10,225 11/30/1999 $ 9,235 $ 9,795 $10,231 12/31/1999 $ 9,141 $ 9,722 $10,231 1/31/2000 $ 9,089 $ 9,679 $10,261 2/29/2000 $ 9,206 $ 9,792 $10,322 3/31/2000 $ 9,418 $10,006 $10,407 4/30/2000 $ 9,356 $ 9,947 $10,413 5/31/2000 $ 9,295 $ 9,895 $10,426 6/30/2000 $ 9,544 $10,157 $10,480 7/31/2000 $ 9,673 $10,299 $10,505 8/31/2000 $ 9,829 $10,457 $10,505 9/30/2000 $ 9,766 $10,403 $10,559 10/31/2000 $ 9,861 $10,516 $10,578 11/30/2000 $ 9,922 $10,596 $10,584 12/31/2000 $10,151 $10,858 $10,578 1/31/2001 $10,203 $10,965 $10,644 2/28/2001 $10,247 $11,000 $10,687 3/31/2001 $10,326 $11,099 $10,711 4/30/2001 $10,216 $10,978 $10,754 5/31/2001 $10,313 $11,097 $10,802 6/30/2001 $10,393 $11,171 $10,821 7/31/2001 $10,556 $11,336 $10,790 8/31/2001 $10,719 $11,523 $10,790 9/30/2001 $10,651 $11,484 $10,839 10/31/2001 $10,778 $11,621 $10,802 11/30/2001 $10,691 $11,523 $10,784 12/31/2001 $10,575 $11,414 $10,742 1/31/2002 $10,729 $11,612 $10,766 2/28/2002 $10,856 $11,752 $10,809 3/31/2002 $10,672 $11,522 $10,869 4/30/2002 $10,856 $11,747 $10,930 5/31/2002 $10,909 $11,818 $10,930 6/30/2002 $11,009 $11,943 $10,936 7/31/2002 $11,129 $12,097 $10,948 8/31/2002 $11,239 $12,242 $10,985 9/30/2002 $11,476 $12,510 $11,003 10/31/2002 $11,239 $12,303 $11,021 11/30/2002 $11,204 $12,252 $11,021 12/31/2002 $11,434 $12,510 $10,997 1/31/2003 $11,390 $12,479 $11,046 2/28/2003 $11,543 $12,653 $11,131 3/31/2003 $11,537 $12,661 $11,198 4/30/2003 $11,621 $12,744 $11,173 5/31/2003 $11,924 $13,043 $11,155 6/30/2003 $11,898 $12,987 $11,167 7/31/2003 $11,479 $12,533 $11,179 8/31/2003 $11,563 $12,626 $11,222 9/30/2003 $11,860 $12,997 $11,258 10/31/2003 $11,813 $12,932 $11,246 11/30/2003 $11,959 $13,067 $11,216 12/31/2003 $12,064 $13,175 $11,204 1/31/2004 $12,139 $13,250 $11,258 2/29/2004 $12,338 $13,450 $11,319 3/31/2004 $12,332 $13,403 $11,392 4/30/2004 $12,046 $13,086 $11,429 5/31/2004 $12,019 $13,038 $11,495 6/30/2004 $12,055 $13,086 $11,532 7/31/2004 $12,216 $13,258 $11,514 8/31/2004 $12,431 $13,524 $11,520 9/30/2004 $12,499 $13,595 $11,544 10/31/2004 $12,631 $13,712 $11,605 11/30/2004 $12,529 $13,599 $11,611 12/31/2004 $12,703 $13,765 $11,568 1/31/2005 $12,868 $13,894 $11,593 2/28/2005 $12,850 $13,848 $11,660 3/31/2005 $12,778 $13,760 $11,751 4/30/2005 $12,998 $13,977 $11,830 5/31/2005 $13,100 $14,076 $11,818 6/30/2005 $13,169 $14,163 $11,824 7/31/2005 $13,117 $14,099 $11,878 8/31/2005 $13,264 $14,242 $11,939 9/30/2005 $13,167 $14,146 $12,085 10/31/2005 $13,080 $14,060 $12,109 11/30/2005 $13,138 $14,127 $12,012 12/31/2005 $13,251 $14,249 $11,964 1/31/2006 $13,275 $14,287 $12,055 2/28/2006 $13,401 $14,383 $12,079 3/31/2006 $13,288 $14,284 $12,146 4/30/2006 $13,300 $14,279 $12,249 5/31/2006 $13,334 $14,343 $12,310 6/30/2006 $13,266 $14,289 $12,334 7/31/2006 $13,426 $14,459 $12,371 8/31/2006 $13,610 $14,673 $12,395 9/30/2006 $13,702 $14,775 $12,334 10/31/2006 $13,783 $14,868 $12,267 11/30/2006 $13,911 $14,992 $12,249 12/31/2006 $13,853 $14,939 $12,267 1/31/2007 $13,818 $14,901 $12,305 2/28/2007 $14,006 $15,097 $12,371 3/31/2007 $13,947 $15,060 $12,483 4/30/2007 $13,995 $15,104 $12,564 5/31/2007 $13,936 $15,038 $12,641 6/30/2007 $13,877 $14,960 $12,666 7/31/2007 $13,960 $15,076 $12,663 8/31/2007 $13,913 $15,011 $12,639 9/30/2007 $14,117 $15,233 $12,674 10/31/2007 $14,165 $15,301 $12,701 11/30/2007 $14,250 $15,398 $12,777 12/31/2007 $14,263 $15,441 $12,768 1/31/2008 $14,397 $15,636 $12,832 2/29/2008 $13,762 $14,920 $12,869 3/31/2008 $14,142 $15,346 $12,980 4/30/2008 $14,351 $15,526 $13,059 5/31/2008 $14,438 $15,620 $13,169 6/30/2008 $14,328 $15,443 $13,302 7/31/2008 $14,366 $15,502 $13,372 8/31/2008 $14,503 $15,683 $13,318 9/30/2008 $13,728 $14,948 $13,300 10/31/2008 $13,606 $14,795 $13,166 11/30/2008 $13,555 $14,842 $12,913 12/31/2008 $13,683 $15,059 $12,780 1/31/2009 $14,141 $15,610 $12,835 2/28/2009 $14,314 $15,692 $12,899 AVERAGE ANNUAL TOTAL RETURN CLASS C 2/28/09 - ------- ------- 1-Year +2.50% 5-Year +2.44% 10-Year +3.54% CLASS C (3/1/99-2/28/09) (PERFORMANCE GRAPH) FRANKLIN OREGON TAX-FREE BARCLAYS CAPITAL DATE INCOME FUND - CLASS C MUNICIPAL BOND INDEX CPI - ---------- ------------------------ -------------------- ------- 3/1/1999 $10,000 $10,000 $10,000 3/31/1999 $10,011 $10,014 $10,030 4/30/1999 $10,030 $10,039 $10,103 5/31/1999 $ 9,964 $ 9,981 $10,103 6/30/1999 $ 9,814 $ 9,837 $10,103 7/31/1999 $ 9,833 $ 9,873 $10,134 8/31/1999 $ 9,707 $ 9,794 $10,158 9/30/1999 $ 9,675 $ 9,798 $10,207 10/31/1999 $ 9,522 $ 9,692 $10,225 11/30/1999 $ 9,602 $ 9,795 $10,231 12/31/1999 $ 9,509 $ 9,722 $10,231 1/31/2000 $ 9,442 $ 9,679 $10,261 2/29/2000 $ 9,559 $ 9,792 $10,322 3/31/2000 $ 9,782 $10,006 $10,407 4/30/2000 $ 9,714 $ 9,947 $10,413 5/31/2000 $ 9,647 $ 9,895 $10,426 6/30/2000 $ 9,890 $10,157 $10,480 7/31/2000 $10,027 $10,299 $10,505 8/31/2000 $10,183 $10,457 $10,505 9/30/2000 $10,114 $10,403 $10,559 10/31/2000 $10,207 $10,516 $10,578 11/30/2000 $10,265 $10,596 $10,584 12/31/2000 $10,495 $10,858 $10,578 1/31/2001 $10,544 $10,965 $10,644 2/28/2001 $10,575 $11,000 $10,687 3/31/2001 $10,669 $11,099 $10,711 4/30/2001 $10,551 $10,978 $10,754 5/31/2001 $10,646 $11,097 $10,802 6/30/2001 $10,713 $11,171 $10,821 7/31/2001 $10,884 $11,336 $10,790 8/31/2001 $11,047 $11,523 $10,790 9/30/2001 $10,963 $11,484 $10,839 10/31/2001 $11,087 $11,621 $10,802 11/30/2001 $10,993 $11,523 $10,784 12/31/2001 $10,869 $11,414 $10,742 1/31/2002 $11,022 $11,612 $10,766 2/28/2002 $11,155 $11,752 $10,809 3/31/2002 $10,963 $11,522 $10,869 4/30/2002 $11,146 $11,747 $10,930 5/31/2002 $11,194 $11,818 $10,930 6/30/2002 $11,291 $11,943 $10,936 7/31/2002 $11,418 $12,097 $10,948 8/31/2002 $11,515 $12,242 $10,985 9/30/2002 $11,751 $12,510 $11,003 10/31/2002 $11,505 $12,303 $11,021 11/30/2002 $11,465 $12,252 $11,021 12/31/2002 $11,702 $12,510 $10,997 1/31/2003 $11,652 $12,479 $11,046 2/28/2003 $11,801 $12,653 $11,131 3/31/2003 $11,781 $12,661 $11,198 4/30/2003 $11,871 $12,744 $11,173 5/31/2003 $12,173 $13,043 $11,155 6/30/2003 $12,140 $12,987 $11,167 7/31/2003 $11,711 $12,533 $11,179 8/31/2003 $11,779 $12,626 $11,222 9/30/2003 $12,073 $12,997 $11,258 10/31/2003 $12,030 $12,932 $11,246 11/30/2003 $12,171 $13,067 $11,216 12/31/2003 $12,283 $13,175 $11,204 1/31/2004 $12,343 $13,250 $11,258 2/29/2004 $12,548 $13,450 $11,319 3/31/2004 $12,536 $13,403 $11,392 4/30/2004 $12,232 $13,086 $11,429 5/31/2004 $12,200 $13,038 $11,495 6/30/2004 $12,241 $13,086 $11,532 7/31/2004 $12,387 $13,258 $11,514 8/31/2004 $12,597 $13,524 $11,520 9/30/2004 $12,670 $13,595 $11,544 10/31/2004 $12,797 $13,712 $11,605 11/30/2004 $12,678 $13,599 $11,611 12/31/2004 $12,858 $13,765 $11,568 1/31/2005 $13,017 $13,894 $11,593 2/28/2005 $12,994 $13,848 $11,660 3/31/2005 $12,915 $13,760 $11,751 4/30/2005 $13,118 $13,977 $11,830 5/31/2005 $13,224 $14,076 $11,818 6/30/2005 $13,287 $14,163 $11,824 7/31/2005 $13,230 $14,099 $11,878 8/31/2005 $13,370 $14,242 $11,939 9/30/2005 $13,267 $14,146 $12,085 10/31/2005 $13,175 $14,060 $12,109 11/30/2005 $13,226 $14,127 $12,012 12/31/2005 $13,334 $14,249 $11,964 1/31/2006 $13,351 $14,287 $12,055 2/28/2006 $13,470 $14,383 $12,079 3/31/2006 $13,352 $14,284 $12,146 4/30/2006 $13,357 $14,279 $12,249 5/31/2006 $13,385 $14,343 $12,310 6/30/2006 $13,311 $14,289 $12,334 7/31/2006 $13,464 $14,459 $12,371 8/31/2006 $13,640 $14,673 $12,395 9/30/2006 $13,726 $14,775 $12,334 10/31/2006 $13,811 $14,868 $12,267 11/30/2006 $13,920 $14,992 $12,249 12/31/2006 $13,868 $14,939 $12,267 1/31/2007 $13,827 $14,901 $12,305 2/28/2007 $14,006 $15,097 $12,371 3/31/2007 $13,942 $15,060 $12,483 4/30/2007 $13,982 $15,104 $12,564 5/31/2007 $13,917 $15,038 $12,641 6/30/2007 $13,841 $14,960 $12,666 7/31/2007 $13,929 $15,076 $12,663 8/31/2007 $13,876 $15,011 $12,639 9/30/2007 $14,060 $15,233 $12,674 10/31/2007 $14,113 $15,301 $12,701 11/30/2007 $14,190 $15,398 $12,777 12/31/2007 $14,196 $15,441 $12,768 1/31/2008 $14,321 $15,636 $12,832 2/29/2008 $13,678 $14,920 $12,869 3/31/2008 $14,057 $15,346 $12,980 4/30/2008 $14,256 $15,526 $13,059 5/31/2008 $14,347 $15,620 $13,169 6/30/2008 $14,220 $15,443 $13,302 7/31/2008 $14,250 $15,502 $13,372 8/31/2008 $14,379 $15,683 $13,318 9/30/2008 $13,600 $14,948 $13,300 10/31/2008 $13,473 $14,795 $13,166 11/30/2008 $13,429 $14,842 $12,913 12/31/2008 $13,536 $15,059 $12,780 1/31/2009 $13,990 $15,610 $12,835 2/28/2009 $14,154 $15,692 $12,899 82 | Annual Report Performance Summary (CONTINUED) ENDNOTES BECAUSE MUNICIPAL BONDS ARE SENSITIVE TO INTEREST RATE MOVEMENTS, THE FUND'S YIELD AND SHARE PRICE WILL FLUCTUATE WITH MARKET CONDITIONS. BOND PRICES GENERALLY MOVE IN THE OPPOSITE DIRECTION OF INTEREST RATES. THUS, AS PRICES OF BONDS IN THE FUND ADJUST TO A RISE IN INTEREST RATES, THE FUND'S SHARE PRICE MAY DECLINE. SINCE THE FUND CONCENTRATES ITS INVESTMENTS IN A SINGLE STATE, IT IS SUBJECT TO GREATER RISK OF ADVERSE ECONOMIC AND REGULATORY CHANGES IN THAT STATE THAN A GEOGRAPHICALLY DIVERSIFIED FUND. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. CLASS C: Prior to 1/1/04, these shares were offered with an initial sales charge; thus actual total returns would have differed. These shares have higher annual fees and expenses than Class A shares. (1.) Cumulative total return represents the change in value of an investment over the periods indicated. (2.) Average annual total return represents the average annual change in value of an investment over the periods indicated. (3.) In accordance with SEC rules, we provide standardized average annual total return information through the latest calendar quarter. (4.) Distribution rate is based on an annualization of the respective class's current monthly dividend and the maximum offering price (NAV for Class C) per share on 2/28/09. (5.) Taxable equivalent distribution rate and yield assume the published rates as of 12/29/08 for the maximum combined effective federal and Oregon personal income tax rate of 40.85%, based on the federal income tax rate of 35.00%. (6.) Yield, calculated as required by the SEC, is based on the earnings of the Fund's portfolio for the month ended 2/28/09. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. (8.) Source: (C) 2009 Morningstar. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. All bonds included have a minimum credit rating of at least Baa3/BBB-. They must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be dated after 12/31/90, and must be at least one year from their maturity date. Remarketed issues, taxable municipal bonds, bonds with floating rates and derivatives are excluded from the index. The index has four main bond sectors: general obligation, revenue, insured and prerefunded. The Consumer Price Index (CPI), calculated by the U.S. Bureau of Labor Statistics, is a commonly used measure of the inflation rate. Annual Report | 83 Your Fund's Expenses FRANKLIN OREGON TAX-FREE INCOME FUND As a Fund shareholder, you can incur two types of costs: - - Transaction costs, including sales charges (loads) on Fund purchases; and - - 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 following table 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 first line (Actual) for each share class listed in the table provides actual account values and expenses. The "Ending Account Value" is derived from the Fund's actual return, which includes the effect of Fund expenses. 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: 1. Divide your account value by $1,000. IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6. 2. Multiply the result by the number under the heading "Expenses Paid During Period." IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 X $7.50 = $64.50. In this illustration, the estimated expenses paid this period are $64.50. HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS Information in the second line (Hypothetical) for each class in the table can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical "Ending Account Value" is based on the actual expense ratio for each class and an assumed 5% annual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. 84 | Annual Report Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES. Therefore, the second line for each class is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING VALUE 9/1/08 VALUE 2/28/09 PERIOD* 9/1/08-2/28/09 ----------------- -------------- ---------------------- CLASS A Actual $1,000 $ 987.00 $3.15 Hypothetical (5% return before expenses) $1,000 $1,021.62 $3.21 CLASS C Actual $1,000 $ 984.50 $5.86 Hypothetical (5% return before expenses) $1,000 $1,018.89 $5.96 * Expenses are calculated using the most recent six-month expense ratio, annualized for each class (A: 0.64% and C: 1.19%), multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. Annual Report | 85 Franklin Pennsylvania Tax-Free Income Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin Pennsylvania Tax-Free Income Fund seeks to provide as high a level of income exempt from federal and Pennsylvania personal income taxes as is consistent with prudent investment management and preservation of capital by investing at least 80% of its net assets in securities that pay interest free from such taxes.(1) CREDIT QUALITY BREAKDOWN* Franklin Pennsylvania Tax-Free Income Fund Based on Total Long-Term Investments as of 2/28/09** (PIE CHART) AAA 27.9% AA 32.0% A 11.8% BBB 12.8% Not Rated by S&P 15.5% * Standard & Poor's (S&P) is the primary independent rating agency; Moody's is the secondary rating agency. Securities not rated by an independent rating agency are assigned comparable internal ratings. Ratings for securities not rated by S&P are in the table below. ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa 2.5% -- AA or Aa 5.6% -- A 4.6% -- BBB or Baa 2.3% -- Below Investment Grade -- 0.5% ---- --- Total 15.0% 0.5% This annual report for Franklin Pennsylvania Tax-Free Income Fund covers AAA the fiscal year ended February 28, 2009. PERFORMANCE OVERVIEW 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. PLEASE VISIT FRANKLINTEMPLETON.COM OR CALL (800) 342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. The Fund's Class A share price, as measured by net asset value, decreased from $9.82 on February 29, 2008, to $9.65 on February 28, 2009. The Fund's (1.) For investors subject to alternative minimum tax, a small portion of Fund dividends may be taxable. Distributions of capital gains are generally taxable. To avoid imposition of 28% backup withholding on all Fund distributions and redemption proceeds, U.S. investors must be properly certified on Form W-9 and non-U.S. investors on Form W-8BEN. THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S STATEMENT OF INVESTMENTS (SOI). THE SOI BEGINS ON PAGE 200. 86 | Annual Report DIVIDEND DISTRIBUTIONS* Franklin Pennsylvania Tax-Free Income Fund DIVIDEND PER SHARE ------------------------------------ MONTH CLASS A CLASS B CLASS C - ----- ---------- ---------- ---------- March 2008 3.60 cents 3.11 cents 3.11 cents April 2008 3.60 cents 3.11 cents 3.11 cents May 2008 3.60 cents 3.11 cents 3.11 cents June 2008 3.60 cents 3.14 cents 3.12 cents July 2008 3.60 cents 3.14 cents 3.12 cents August 2008 3.60 cents 3.14 cents 3.12 cents September 2008 3.60 cents 3.14 cents 3.14 cents October 2008 3.60 cents 3.14 cents 3.14 cents November 2008 3.60 cents 3.14 cents 3.14 cents December 2008 3.63 cents 3.22 cents 3.22 cents January 2009 3.63 cents 3.22 cents 3.22 cents February 2009 3.63 cents 3.22 cents 3.22 cents * Assumes shares were purchased and held for the entire accrual period, which differs from the calendar month. Since dividends accrue daily, your actual distributions will vary depending on the date you purchased your shares and any account activity. All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. Class A shares paid dividends totaling 43.13 cents per share for the same period.(2) The Performance Summary beginning on page 89 shows that at the end of this reporting period the Fund's Class A shares' distribution rate was 4.38% based on an annualization of the current 3.68 cent per share dividend and the maximum offering price of $10.08 on February 28, 2009. An investor in the 2009 maximum combined effective federal and Pennsylvania personal income tax bracket of 37.00% would need to earn a distribution rate of 6.95% from a taxable investment to match the Fund's Class A tax-free distribution rate. For the Fund's Class B and C shares' performance, please see the Performance Summary. COMMONWEALTH UPDATE During the year under review, Pennsylvania's economy felt the effects of the national economic slowdown. Although employment reached record levels in January 2008 and was still near those levels by October, the commonwealth continued to shed manufacturing jobs. The recession and slowing manufacturing sector affected other areas, and employment declined in finance, construction, trade and information services. On the other hand, professional services and the (2.) All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. Annual Report | 87 PORTFOLIO BREAKDOWN Franklin Pennsylvania Tax-Free Income Fund 2/28/09 % OF TOTAL LONG-TERM INVESTMENTS* ---------------------- Prerefunded 24.1% General Obligation 19.5% Higher Education 19.3% Transportation 9.7% Hospital & Health Care 8.8% Utilities 6.6% Other Revenue 4.3% Housing 3.2% Subject to Government Appropriations 2.2% Corporate-Backed 1.9% Tax-Supported 0.4% * Does not include short-term investments and other net assets. education and health sectors were relatively stable. At period-end, Pennsylvania's unemployment rate was 7.5% compared with the 8.1% national rate.(3) The commonwealth has strong financial management trends, including actions to preserve budget balance in recent years. Fiscal year 2008 general fund revenues exceeded estimates; however, tax collections have failed to meet budgeted estimates since fiscal year 2009 began in July 2008. In October, the governor implemented plans to reduce spending, freeze hiring and suspend new vehicle purchases, and additional expenditure cuts were announced in December in an attempt to bridge the budget shortfall. The commonwealth also has access to a budget stabilization fund, which ended fiscal year 2008 with about $748 million, and approximately $1.7 billion from other reserve funds.(4) In recent years, net tax-supported debt growth for Pennsylvania has been similar to its personal income growth. The ratio of debt to personal income was 2.4%, equal to the 50-state median, and net tax-supported debt per capita was $870, which was below the $889 national median.(4) The commonwealth's debt issuance is expected to increase in coming years due to bond authorizations for economic stimulus and infrastructure improvements; however, debt levels are expected to remain moderate relative to tax base resources. Independent credit rating agency Moody's Investors Service assigned Pennsylvania's general obligation debt a rating of Aa2 with a stable outlook.(5) The rating and outlook reflected the commonwealth's past conservative fiscal practices, lagging economic trends and the need to address the projected budgetary shortfall. MANAGER'S DISCUSSION We used various investment strategies during the 12 months under review as we sought to maximize tax-free income for shareholders. Please read the discussion on page 6 for details. Thank you for your continued participation in Franklin Pennsylvania Tax-Free Income Fund. We intend to maintain our conservative, buy-and-hold investment strategy as we attempt to provide shareholders with high, current, tax-free income. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF FEBRUARY 28, 2009, 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, STATE, 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. (3.) Source: Bureau of Labor Statistics. (4.) Source: Moody's Investors Service, "New Issue: Pennsylvania (Commonwealth of)," 12/8/08. (5.) This does not indicate Moody's rating of the Fund. 88 | Annual Report Performance Summary as of 2/28/09 FRANKLIN PENNSYLVANIA TAX-FREE INCOME FUND 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. The performance table and graphs do not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund's dividends and capital gain distributions, if any, and any unrealized gains or losses. PRICE AND DISTRIBUTION INFORMATION CLASS A (SYMBOL: FRPAX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.17 $9.65 $9.82 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.4313 CLASS B (SYMBOL: FBPTX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.18 $9.68 $9.86 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.3771 CLASS C (SYMBOL: FRPTX) CHANGE 2/28/09 2/29/08 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.17 $9.73 $9.90 DISTRIBUTIONS (3/1/08-2/28/09) Dividend Income $0.3765 Annual Report | 89 Performance Summary (CONTINUED) PERFORMANCE CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURNS INCLUDE MAXIMUM SALES CHARGES. CLASS A: 4.25% MAXIMUM INITIAL SALES CHARGE; CLASS B: CONTINGENT DEFERRED SALES CHARGE (CDSC) DECLINING FROM 4% TO 1% OVER SIX YEARS, AND ELIMINATED THEREAFTER; CLASS C: 1% CDSC IN FIRST YEAR ONLY. CLASS A 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------- ------- Cumulative Total Return(1) +2.72% +13.02% +46.60% Average Annual Total Return(2) -1.69% +1.59% +3.45% Avg. Ann. Total Return (3/31/09)(3) -3.88% +1.73% +3.46% Distribution Rate(4) 4.38% Taxable Equivalent Distribution Rate(5) 6.95% 30-Day Standardized Yield(6) 3.80% Taxable Equivalent Yield(5) 6.03% Total Annual Operating Expenses(7) 0.66% CLASS B 1-YEAR 5-YEAR INCEPTION (2/1/00) - ------- ------ ------- ------------------ Cumulative Total Return(1) +2.04% +9.92% +48.75% Average Annual Total Return(2) -1.89% +1.57% +4.47% Avg. Ann. Total Return (3/31/09)(3) -3.97% +1.69% +4.46% Distribution Rate(4) 4.04% Taxable Equivalent Distribution Rate(5) 6.41% 30-Day Standardized Yield(6) 3.43% Taxable Equivalent Yield(5) 5.44% Total Annual Operating Expenses(7) 1.21% CLASS C 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------- ------- Cumulative Total Return(1) +2.13% +9.95% +38.81% Average Annual Total Return(2) +1.14% +1.92% +3.33% Avg. Ann. Total Return (3/31/09)(3) -1.10% +2.05% +3.34% Distribution Rate(4) 4.01% Taxable Equivalent Distribution Rate(5) 6.36% 30-Day Standardized Yield(6) 3.44% Taxable Equivalent Yield(5) 5.46% Total Annual Operating Expenses(7) 1.21% 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, SEE "FUNDS AND PERFORMANCE" AT FRANKLINTEMPLETON.COM OR CALL (800) 342-5236. 90 | Annual Report Performance Summary (CONTINUED) TOTAL RETURN INDEX COMPARISON FOR A HYPOTHETICAL $10,000 INVESTMENT Total return represents the change in value of an investment over the periods shown. It includes any current, applicable, maximum sales charge, Fund expenses, account fees and reinvested distributions. The unmanaged index includes reinvestment of any income or distributions. It differs from the Fund in composition and does not pay management fees or expenses. One cannot invest directly in an index. AVERAGE ANNUAL TOTAL RETURN CLASS A 2/28/09 - ------- ------- 1-Year -1.69% 5-Year +1.59% 10-Year +3.45% CLASS A (3/1/99-2/28/09) (PERFORMANCE GRAPH) FRANKLIN PENNSYLVANIA TAX-FREE INCOME FUND - BARCLAYS CAPITAL DATE CLASS A MUNICIPAL BOND INDEX CPI - ---------- ---------------------- -------------------- ------- 3/1/1999 $ 9,572 $10,000 $10,000 3/31/1999 $ 9,585 $10,014 $10,030 4/30/1999 $ 9,616 $10,039 $10,103 5/31/1999 $ 9,555 $ 9,981 $10,103 6/30/1999 $ 9,439 $ 9,837 $10,103 7/31/1999 $ 9,461 $ 9,873 $10,134 8/31/1999 $ 9,316 $ 9,794 $10,158 9/30/1999 $ 9,292 $ 9,798 $10,207 10/31/1999 $ 9,117 $ 9,692 $10,225 11/30/1999 $ 9,215 $ 9,795 $10,231 12/31/1999 $ 9,115 $ 9,722 $10,231 1/31/2000 $ 9,042 $ 9,679 $10,261 2/29/2000 $ 9,161 $ 9,792 $10,322 3/31/2000 $ 9,386 $10,006 $10,407 4/30/2000 $ 9,331 $ 9,947 $10,413 5/31/2000 $ 9,287 $ 9,895 $10,426 6/30/2000 $ 9,525 $10,157 $10,480 7/31/2000 $ 9,656 $10,299 $10,505 8/31/2000 $ 9,817 $10,457 $10,505 9/30/2000 $ 9,781 $10,403 $10,559 10/31/2000 $ 9,864 $10,516 $10,578 11/30/2000 $ 9,908 $10,596 $10,584 12/31/2000 $10,112 $10,858 $10,578 1/31/2001 $10,196 $10,965 $10,644 2/28/2001 $10,241 $11,000 $10,687 3/31/2001 $10,346 $11,099 $10,711 4/30/2001 $10,228 $10,978 $10,754 5/31/2001 $10,334 $11,097 $10,802 6/30/2001 $10,410 $11,171 $10,821 7/31/2001 $10,579 $11,336 $10,790 8/31/2001 $10,749 $11,523 $10,790 9/30/2001 $10,721 $11,484 $10,839 10/31/2001 $10,839 $11,621 $10,802 11/30/2001 $10,779 $11,523 $10,784 12/31/2001 $10,656 $11,414 $10,742 1/31/2002 $10,838 $11,612 $10,766 2/28/2002 $10,957 $11,752 $10,809 3/31/2002 $10,747 $11,522 $10,869 4/30/2002 $10,921 $11,747 $10,930 5/31/2002 $10,988 $11,818 $10,930 6/30/2002 $11,109 $11,943 $10,936 7/31/2002 $11,242 $12,097 $10,948 8/31/2002 $11,364 $12,242 $10,985 9/30/2002 $11,596 $12,510 $11,003 10/31/2002 $11,423 $12,303 $11,021 11/30/2002 $11,392 $12,252 $11,021 12/31/2002 $11,615 $12,510 $10,997 1/31/2003 $11,606 $12,479 $11,046 2/28/2003 $11,752 $12,653 $11,131 3/31/2003 $11,753 $12,661 $11,198 4/30/2003 $11,855 $12,744 $11,173 5/31/2003 $12,116 $13,043 $11,155 6/30/2003 $12,080 $12,987 $11,167 7/31/2003 $11,646 $12,533 $11,179 8/31/2003 $11,736 $12,626 $11,222 9/30/2003 $12,009 $12,997 $11,258 10/31/2003 $11,962 $12,932 $11,246 11/30/2003 $12,088 $13,067 $11,216 12/31/2003 $12,167 $13,175 $11,204 1/31/2004 $12,247 $13,250 $11,258 2/29/2004 $12,413 $13,450 $11,319 3/31/2004 $12,363 $13,403 $11,392 4/30/2004 $12,091 $13,086 $11,429 5/31/2004 $12,054 $13,038 $11,495 6/30/2004 $12,064 $13,086 $11,532 7/31/2004 $12,228 $13,258 $11,514 8/31/2004 $12,428 $13,524 $11,520 9/30/2004 $12,498 $13,595 $11,544 10/31/2004 $12,617 $13,712 $11,605 11/30/2004 $12,519 $13,599 $11,611 12/31/2004 $12,674 $13,765 $11,568 1/31/2005 $12,830 $13,894 $11,593 2/28/2005 $12,804 $13,848 $11,660 3/31/2005 $12,754 $13,760 $11,751 4/30/2005 $12,936 $13,977 $11,830 5/31/2005 $13,021 $14,076 $11,818 6/30/2005 $13,094 $14,163 $11,824 7/31/2005 $13,042 $14,099 $11,878 8/31/2005 $13,178 $14,242 $11,939 9/30/2005 $13,088 $14,146 $12,085 10/31/2005 $13,024 $14,060 $12,109 11/30/2005 $13,072 $14,127 $12,012 12/31/2005 $13,184 $14,249 $11,964 1/31/2006 $13,207 $14,287 $12,055 2/28/2006 $13,332 $14,383 $12,079 3/31/2006 $13,253 $14,284 $12,146 4/30/2006 $13,251 $14,279 $12,249 5/31/2006 $13,287 $14,343 $12,310 6/30/2006 $13,231 $14,289 $12,334 7/31/2006 $13,370 $14,459 $12,371 8/31/2006 $13,548 $14,673 $12,395 9/30/2006 $13,635 $14,775 $12,334 10/31/2006 $13,723 $14,868 $12,267 11/30/2006 $13,851 $14,992 $12,249 12/31/2006 $13,820 $14,939 $12,267 1/31/2007 $13,790 $14,901 $12,305 2/28/2007 $13,958 $15,097 $12,371 3/31/2007 $13,914 $15,060 $12,483 4/30/2007 $13,963 $15,104 $12,564 5/31/2007 $13,919 $15,038 $12,641 6/30/2007 $13,860 $14,960 $12,666 7/31/2007 $13,949 $15,076 $12,663 8/31/2007 $13,863 $15,011 $12,639 9/30/2007 $14,048 $15,233 $12,674 10/31/2007 $14,111 $15,301 $12,701 11/30/2007 $14,202 $15,398 $12,777 12/31/2007 $14,224 $15,441 $12,768 1/31/2008 $14,356 $15,636 $12,832 2/29/2008 $13,656 $14,920 $12,869 3/31/2008 $14,012 $15,346 $12,980 4/30/2008 $14,243 $15,526 $13,059 5/31/2008 $14,349 $15,620 $13,169 6/30/2008 $14,189 $15,443 $13,302 7/31/2008 $14,198 $15,502 $13,372 8/31/2008 $14,333 $15,683 $13,318 9/30/2008 $13,417 $14,948 $13,300 10/31/2008 $13,243 $14,795 $13,166 11/30/2008 $13,193 $14,842 $12,913 12/31/2008 $13,303 $15,059 $12,780 1/31/2009 $13,716 $15,610 $12,835 2/28/2009 $14,033 $15,692 $12,899 AVERAGE ANNUAL TOTAL RETURN CLASS B 2/28/09 - ------- ------- 1-Year -1.89% 5-Year +1.57% Since Inception (2/1/00) +4.47% CLASS B (2/1/00-2/28/09) (PERFORMANCE GRAPH) FRANKLIN PENNSYLVANIA TAX-FREE BARCLAYS CAPITAL DATE INCOME FUND - CLASS B MUNICIPAL BOND INDEX CPI - ---------- ------------------------------ -------------------- ------- 2/1/2000 $10,000 $10,000 $10,000 2/29/2000 $10,111 $10,116 $10,059 3/31/2000 $10,354 $10,337 $10,142 4/30/2000 $10,301 $10,276 $10,148 5/31/2000 $10,237 $10,223 $10,160 6/30/2000 $10,493 $10,494 $10,213 7/31/2000 $10,644 $10,640 $10,237 8/31/2000 $10,816 $10,804 $10,237 9/30/2000 $10,772 $10,748 $10,290 10/31/2000 $10,858 $10,865 $10,308 11/30/2000 $10,901 $10,947 $10,314 12/31/2000 $11,121 $11,217 $10,308 1/31/2001 $11,208 $11,328 $10,373 2/28/2001 $11,251 $11,364 $10,415 3/31/2001 $11,361 $11,466 $10,438 4/30/2001 $11,227 $11,342 $10,480 5/31/2001 $11,338 $11,464 $10,527 6/30/2001 $11,427 $11,541 $10,545 7/31/2001 $11,607 $11,712 $10,515 8/31/2001 $11,788 $11,905 $10,515 9/30/2001 $11,752 $11,865 $10,563 10/31/2001 $11,875 $12,006 $10,527 11/30/2001 $11,805 $11,905 $10,509 12/31/2001 $11,664 $11,792 $10,468 1/31/2002 $11,857 $11,997 $10,492 2/28/2002 $11,982 $12,141 $10,533 3/31/2002 $11,747 $11,903 $10,592 4/30/2002 $11,931 $12,136 $10,652 5/31/2002 $11,999 $12,210 $10,652 6/30/2002 $12,126 $12,339 $10,658 7/31/2002 $12,265 $12,498 $10,669 8/31/2002 $12,393 $12,648 $10,705 9/30/2002 $12,639 $12,925 $10,723 10/31/2002 $12,457 $12,711 $10,741 11/30/2002 $12,418 $12,658 $10,741 12/31/2002 $12,655 $12,925 $10,717 1/31/2003 $12,627 $12,892 $10,764 2/28/2003 $12,792 $13,072 $10,847 3/31/2003 $12,787 $13,080 $10,912 4/30/2003 $12,880 $13,167 $10,889 5/31/2003 $13,168 $13,475 $10,871 6/30/2003 $13,124 $13,418 $10,883 7/31/2003 $12,648 $12,948 $10,895 8/31/2003 $12,739 $13,045 $10,936 9/30/2003 $13,029 $13,428 $10,972 10/31/2003 $12,972 $13,360 $10,960 11/30/2003 $13,101 $13,500 $10,930 12/31/2003 $13,181 $13,611 $10,918 1/31/2004 $13,261 $13,689 $10,972 2/29/2004 $13,442 $13,895 $11,031 3/31/2004 $13,396 $13,847 $11,102 4/30/2004 $13,083 $13,519 $11,137 5/31/2004 $13,037 $13,470 $11,203 6/30/2004 $13,041 $13,519 $11,238 7/31/2004 $13,225 $13,697 $11,220 8/31/2004 $13,421 $13,971 $11,226 9/30/2004 $13,491 $14,046 $11,250 10/31/2004 $13,612 $14,166 $11,309 11/30/2004 $13,501 $14,049 $11,315 12/31/2004 $13,662 $14,221 $11,274 1/31/2005 $13,823 $14,354 $11,297 2/28/2005 $13,789 $14,306 $11,363 3/31/2005 $13,728 $14,216 $11,451 4/30/2005 $13,918 $14,440 $11,528 5/31/2005 $14,015 $14,542 $11,517 6/30/2005 $14,087 $14,632 $11,523 7/31/2005 $14,026 $14,566 $11,576 8/31/2005 $14,151 $14,713 $11,635 9/30/2005 $14,063 $14,614 $11,777 10/31/2005 $13,987 $14,526 $11,801 11/30/2005 $14,019 $14,595 $11,706 12/31/2005 $14,132 $14,721 $11,659 1/31/2006 $14,150 $14,761 $11,748 2/28/2006 $14,277 $14,860 $11,771 3/31/2006 $14,186 $14,757 $11,836 4/30/2006 $14,177 $14,752 $11,937 5/31/2006 $14,210 $14,818 $11,996 6/30/2006 $14,144 $14,762 $12,020 7/31/2006 $14,299 $14,938 $12,056 8/31/2006 $14,482 $15,159 $12,079 9/30/2006 $14,569 $15,265 $12,020 10/31/2006 $14,656 $15,361 $11,955 11/30/2006 $14,785 $15,489 $11,937 12/31/2006 $14,746 $15,434 $11,955 1/31/2007 $14,706 $15,394 $11,991 2/28/2007 $14,879 $15,597 $12,056 3/31/2007 $14,825 $15,559 $12,165 4/30/2007 $14,857 $15,605 $12,244 5/31/2007 $14,803 $15,536 $12,319 6/30/2007 $14,733 $15,455 $12,343 7/31/2007 $14,836 $15,575 $12,340 8/31/2007 $14,723 $15,508 $12,317 9/30/2007 $14,927 $15,737 $12,351 10/31/2007 $14,987 $15,807 $12,378 11/30/2007 $15,076 $15,908 $12,451 12/31/2007 $15,078 $15,952 $12,443 1/31/2008 $15,211 $16,153 $12,505 2/29/2008 $14,470 $15,414 $12,541 3/31/2008 $14,849 $15,854 $12,650 4/30/2008 $15,093 $16,040 $12,726 5/31/2008 $15,206 $16,137 $12,834 6/30/2008 $15,036 $15,955 $12,963 7/31/2008 $15,045 $16,015 $13,031 8/31/2008 $15,186 $16,203 $12,979 9/30/2008 $14,219 $15,443 $12,961 10/31/2008 $14,034 $15,285 $12,830 11/30/2008 $13,978 $15,334 $12,584 12/31/2008 $14,101 $15,558 $12,454 1/31/2009 $14,535 $16,127 $12,508 2/28/2009 $14,875 $16,212 $12,571 Annual Report | 91 Performance Summary (CONTINUED) AVERAGE ANNUAL TOTAL RETURN CLASS C 2/28/09 - ------- ------- 1-Year +1.14% 5-Year +1.92% 10-Year +3.33% CLASS C (3/1/99-2/28/09) (PERFORMANCE GRAPH) FRANKLIN PENNSYLVANIA TAX-FREE BARCLAYS CAPITAL DATE INCOME FUND - CLASS C MUNICIPAL BOND INDEX CPI - ---------- ------------------------------ -------------------- ------- 3/1/1999 $10,000 $10,000 $10,000 3/31/1999 $10,018 $10,014 $10,030 4/30/1999 $10,036 $10,039 $10,103 5/31/1999 $ 9,968 $ 9,981 $10,103 6/30/1999 $ 9,843 $ 9,837 $10,103 7/31/1999 $ 9,861 $ 9,873 $10,134 8/31/1999 $ 9,706 $ 9,794 $10,158 9/30/1999 $ 9,676 $ 9,798 $10,207 10/31/1999 $ 9,491 $ 9,692 $10,225 11/30/1999 $ 9,588 $ 9,795 $10,231 12/31/1999 $ 9,480 $ 9,722 $10,231 1/31/2000 $ 9,401 $ 9,679 $10,261 2/29/2000 $ 9,519 $ 9,792 $10,322 3/31/2000 $ 9,747 $10,006 $10,407 4/30/2000 $ 9,687 $ 9,947 $10,413 5/31/2000 $ 9,637 $ 9,895 $10,426 6/30/2000 $ 9,877 $10,157 $10,480 7/31/2000 $10,008 $10,299 $10,505 8/31/2000 $10,170 $10,457 $10,505 9/30/2000 $10,128 $10,403 $10,559 10/31/2000 $10,209 $10,516 $10,578 11/30/2000 $10,250 $10,596 $10,584 12/31/2000 $10,455 $10,858 $10,578 1/31/2001 $10,537 $10,965 $10,644 2/28/2001 $10,588 $11,000 $10,687 3/31/2001 $10,680 $11,099 $10,711 4/30/2001 $10,554 $10,978 $10,754 5/31/2001 $10,669 $11,097 $10,802 6/30/2001 $10,742 $11,171 $10,821 7/31/2001 $10,910 $11,336 $10,790 8/31/2001 $11,080 $11,523 $10,790 9/30/2001 $11,046 $11,484 $10,839 10/31/2001 $11,162 $11,621 $10,802 11/30/2001 $11,096 $11,523 $10,784 12/31/2001 $10,964 $11,414 $10,742 1/31/2002 $11,145 $11,612 $10,766 2/28/2002 $11,262 $11,752 $10,809 3/31/2002 $11,042 $11,522 $10,869 4/30/2002 $11,214 $11,747 $10,930 5/31/2002 $11,278 $11,818 $10,930 6/30/2002 $11,396 $11,943 $10,936 7/31/2002 $11,527 $12,097 $10,948 8/31/2002 $11,647 $12,242 $10,985 9/30/2002 $11,877 $12,510 $11,003 10/31/2002 $11,707 $12,303 $11,021 11/30/2002 $11,670 $12,252 $11,021 12/31/2002 $11,892 $12,510 $10,997 1/31/2003 $11,876 $12,479 $11,046 2/28/2003 $12,019 $12,653 $11,131 3/31/2003 $12,016 $12,661 $11,198 4/30/2003 $12,103 $12,744 $11,173 5/31/2003 $12,374 $13,043 $11,155 6/30/2003 $12,332 $12,987 $11,167 7/31/2003 $11,886 $12,533 $11,179 8/31/2003 $11,959 $12,626 $11,222 9/30/2003 $12,230 $12,997 $11,258 10/31/2003 $12,187 $12,932 $11,246 11/30/2003 $12,308 $13,067 $11,216 12/31/2003 $12,383 $13,175 $11,204 1/31/2004 $12,458 $13,250 $11,258 2/29/2004 $12,628 $13,450 $11,319 3/31/2004 $12,572 $13,403 $11,392 4/30/2004 $12,292 $13,086 $11,429 5/31/2004 $12,249 $13,038 $11,495 6/30/2004 $12,253 $13,086 $11,532 7/31/2004 $12,412 $13,258 $11,514 8/31/2004 $12,609 $13,524 $11,520 9/30/2004 $12,673 $13,595 $11,544 10/31/2004 $12,787 $13,712 $11,605 11/30/2004 $12,682 $13,599 $11,611 12/31/2004 $12,833 $13,765 $11,568 1/31/2005 $12,984 $13,894 $11,593 2/28/2005 $12,964 $13,848 $11,660 3/31/2005 $12,895 $13,760 $11,751 4/30/2005 $13,072 $13,977 $11,830 5/31/2005 $13,163 $14,076 $11,818 6/30/2005 $13,231 $14,163 $11,824 7/31/2005 $13,174 $14,099 $11,878 8/31/2005 $13,304 $14,242 $11,939 9/30/2005 $13,209 $14,146 $12,085 10/31/2005 $13,138 $14,060 $12,109 11/30/2005 $13,180 $14,127 $12,012 12/31/2005 $13,286 $14,249 $11,964 1/31/2006 $13,303 $14,287 $12,055 2/28/2006 $13,409 $14,383 $12,079 3/31/2006 $13,323 $14,284 $12,146 4/30/2006 $13,327 $14,279 $12,249 5/31/2006 $13,344 $14,343 $12,310 6/30/2006 $13,295 $14,289 $12,334 7/31/2006 $13,428 $14,459 $12,371 8/31/2006 $13,599 $14,673 $12,395 9/30/2006 $13,680 $14,775 $12,334 10/31/2006 $13,761 $14,868 $12,267 11/30/2006 $13,882 $14,992 $12,249 12/31/2006 $13,858 $14,939 $12,267 1/31/2007 $13,821 $14,901 $12,305 2/28/2007 $13,969 $15,097 $12,371 3/31/2007 $13,932 $15,060 $12,483 4/30/2007 $13,961 $15,104 $12,564 5/31/2007 $13,911 $15,038 $12,641 6/30/2007 $13,846 $14,960 $12,666 7/31/2007 $13,941 $15,076 $12,663 8/31/2007 $13,836 $15,011 $12,639 9/30/2007 $14,027 $15,233 $12,674 10/31/2007 $14,069 $15,301 $12,701 11/30/2007 $14,153 $15,398 $12,777 12/31/2007 $14,168 $15,441 $12,768 1/31/2008 $14,293 $15,636 $12,832 2/29/2008 $13,594 $14,920 $12,869 3/31/2008 $13,939 $15,346 $12,980 4/30/2008 $14,161 $15,526 $13,059 5/31/2008 $14,273 $15,620 $13,169 6/30/2008 $14,094 $15,443 $13,302 7/31/2008 $14,110 $15,502 $13,372 8/31/2008 $14,223 $15,683 $13,318 9/30/2008 $13,314 $14,948 $13,300 10/31/2008 $13,136 $14,795 $13,166 11/30/2008 $13,081 $14,842 $12,913 12/31/2008 $13,183 $15,059 $12,780 1/31/2009 $13,583 $15,610 $12,835 2/28/2009 $13,881 $15,692 $12,899 ENDNOTES BECAUSE MUNICIPAL BONDS ARE SENSITIVE TO INTEREST RATE MOVEMENTS, THE FUND'S YIELD AND SHARE PRICE WILL FLUCTUATE WITH MARKET CONDITIONS. BOND PRICES GENERALLY MOVE IN THE OPPOSITE DIRECTION OF INTEREST RATES. THUS, AS PRICES OF BONDS IN THE FUND ADJUST TO A RISE IN INTEREST RATES, THE FUND'S SHARE PRICE MAY DECLINE. SINCE THE FUND CONCENTRATES ITS INVESTMENTS IN A SINGLE STATE, IT IS SUBJECT TO GREATER RISK OF ADVERSE ECONOMIC AND REGULATORY CHANGES IN THAT STATE THAN A GEOGRAPHICALLY DIVERSIFIED FUND. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. CLASS B: These shares have higher annual fees and expenses than Class A shares. CLASS C: Prior to 1/1/04, these shares were offered with an initial sales charge; thus actual total returns would have differed. These shares have higher annual fees and expenses than Class A shares. (1.) Cumulative total return represents the change in value of an investment over the periods indicated. (2.) Average annual total return represents the average annual change in value of an investment over the periods indicated. (3.) In accordance with SEC rules, we provide standardized average annual total return information through the latest calendar quarter. (4.) Distribution rate is based on an annualization of the respective class's current monthly dividend and the maximum offering price (NAV for Classes B and C) per share on 2/28/09. (5.) Taxable equivalent distribution rate and yield assume the published rates as of 12/29/08 for the maximum combined effective federal and Pennsylvania personal income tax rate of 37.00%, based on the federal income tax rate of 35.00%. (6.) Yield, calculated as required by the SEC, is based on the earnings of the Fund's portfolio for the month ended 2/28/09. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. (8.) Source: (C) 2009 Morningstar. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. All bonds included have a minimum credit rating of at least Baa3/BBB-. They must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be dated after 12/31/90, and must be at least one year from their maturity date. Remarketed issues, taxable municipal bonds, bonds with floating rates and derivatives are excluded from the index. The index has four main bond sectors: general obligation, revenue, insured and prerefunded. The Consumer Price Index (CPI), calculated by the U.S. Bureau of Labor Statistics, is a commonly used measure of the inflation rate. 92 | Annual Report Your Fund's Expenses FRANKLIN PENNSYLVANIA TAX-FREE INCOME FUND As a Fund shareholder, you can incur two types of costs: - - Transaction costs, including sales charges (loads) on Fund purchases; and - - 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 following table 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 first line (Actual) for each share class listed in the table provides actual account values and expenses. The "Ending Account Value" is derived from the Fund's actual return, which includes the effect of Fund expenses. 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: 1. Divide your account value by $1,000. IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6. 2. Multiply the result by the number under the heading "Expenses Paid During Period." IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 X $7.50 = $64.50. In this illustration, the estimated expenses paid this period are $64.50. HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS Information in the second line (Hypothetical) for each class in the table can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical "Ending Account Value" is based on the actual expense ratio for each class and an assumed 5% annual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. Annual Report | 93 Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES. Therefore, the second line for each class is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING VALUE 9/1/08 VALUE 2/28/09 PERIOD* 9/1/08-2/28/09 ----------------- -------------- ---------------------- CLASS A Actual $1,000 $ 978.60 $3.24 Hypothetical (5% return before expenses) $1,000 $1,021.52 $3.31 CLASS B Actual $1,000 $ 976.00 $5.93 Hypothetical (5% return before expenses) $1,000 $1,018.79 $6.06 CLASS C Actual $1,000 $ 976.10 $5.93 Hypothetical (5% return before expenses) $1,000 $1,018.79 $6.06 * Expenses are calculated using the most recent six-month expense ratio, annualized for each class (A: 0.66%; B: 1.21%; and C: 1.21%), multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. 94 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN ARIZONA TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ---------------------------------------------------- CLASS A 2009 2008(a) 2007 2006 2005 - ------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 10.30 $ 11.16 $ 11.09 $ 11.21 $ 11.21 -------- -------- -------- -------- -------- Income from investment operations(b): Net investment income(c) .................... 0.47 0.47 0.48 0.48 0.50 Net realized and unrealized gains (losses) .. (0.12) (0.86) 0.06 (0.12) (0.01) -------- -------- -------- -------- -------- Total from investment operations ............... 0.35 (0.39) 0.54 0.36 0.49 -------- -------- -------- -------- -------- Less distributions from net investment income .. (0.47) (0.47) (0.47) (0.48) (0.49) -------- -------- -------- -------- -------- Redemption fees(d, e) .......................... -- -- -- -- -- -------- -------- -------- -------- -------- Net asset value, end of year ................... $ 10.18 $ 10.30 $ 11.16 $ 11.09 $ 11.21 ======== ======== ======== ======== ======== Total return(f) ................................ 3.42% (3.62)% 5.05% 3.25% 4.61% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 0.62% 0.63% 0.63% 0.63% 0.63% Net investment income .......................... 4.61% 4.29% 4.32% 4.34% 4.52% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $920,248 $914,411 $928,840 $885,864 $852,608 Portfolio turnover rate ........................ 21.01% 16.53% 6.56% 33.22% 27.99% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. Annual Report | 95 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN ARIZONA TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ---------------------------------------------------- CLASS B 2009 2008(a) 2007 2006 2005 - ------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 10.36 $ 11.22 $ 11.15 $ 11.27 $ 11.26 -------- -------- -------- -------- -------- Income from investment operations(b): Net investment income(c) .................... 0.42 0.41 0.42 0.43 0.44 Net realized and unrealized gains (losses) .. (0.13) (0.86) 0.06 (0.13) --(d) -------- -------- -------- -------- -------- Total from investment operations ............... 0.29 (0.45) 0.48 0.30 0.44 -------- -------- -------- -------- -------- Less distributions from net investment income .. (0.41) (0.41) (0.41) (0.42) (0.43) -------- -------- -------- -------- -------- Redemption fees(d, e) .......................... -- -- -- -- -- -------- -------- -------- -------- -------- Net asset value, end of year ................... $ 10.24 $ 10.36 $ 11.22 $ 11.15 $ 11.27 ======== ======== ======== ======== ======== Total return(f) ................................ 2.84% (4.12)% 4.45% 2.68% 4.09% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 1.17% 1.18% 1.17% 1.18% 1.18% Net investment income .......................... 4.06% 3.74% 3.78% 3.79% 3.97% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $ 14,276 $ 17,854 $ 21,061 $ 22,315 $ 23,753 Portfolio turnover rate ........................ 21.01% 16.53% 6.56% 33.22% 27.99% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. 96 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN ARIZONA TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ---------------------------------------------------- CLASS C 2009 2008(a) 2007 2006 2005 - ------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 10.41 $ 11.27 $ 11.20 $ 11.32 $ 11.31 -------- -------- -------- -------- -------- Income from investment operations(b): Net investment income(c) .................... 0.42 0.41 0.42 0.43 0.44 Net realized and unrealized gains (losses) .. (0.13) (0.86) 0.06 (0.13) --(d) -------- -------- -------- -------- -------- Total from investment operations ............... 0.29 (0.45) 0.48 0.30 0.44 -------- -------- -------- -------- -------- Less distributions from net investment income .. (0.41) (0.41) (0.41) (0.42) (0.43) -------- -------- -------- -------- -------- Redemption fees(d, e) .......................... -- -- -- -- -- -------- -------- -------- -------- -------- Net asset value, end of year ................... $ 10.29 $ 10.41 $ 11.27 $ 11.20 $ 11.32 ======== ======== ======== ======== ======== Total return(f) ................................ 2.82% (4.11)% 4.42% 2.66% 4.09% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 1.17% 1.18% 1.18% 1.18% 1.18% Net investment income .......................... 4.06% 3.74% 3.77% 3.79% 3.97% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $ 78,805 $ 64,441 $ 58,386 $ 51,071 $ 44,055 Portfolio turnover rate ........................ 21.01% 16.53% 6.56% 33.22% 27.99% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. Annual Report | 97 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN ARIZONA TAX-FREE INCOME FUND PERIOD ENDED FEBRUARY 28, ADVISOR CLASS 2009(a) - ------------- ------------ PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ............................ $10.64 ------ Income from investment operations(b): Net investment income(c) ..................................... 0.33 Net realized and unrealized gains (losses) ................... (0.47) ------ Total from investment operations ................................ (0.14) ------ Less distributions from net investment income ................... (0.32) ------ Redemption fees(d, e) ........................................... -- ------ Net asset value, end of period .................................. $10.18 ====== Total return(f) ................................................. (1.28)% RATIOS TO AVERAGE NET ASSETS(g) Expenses ........................................................ 0.52% Net investment income ........................................... 4.71% SUPPLEMENTAL DATA Net assets, end of period (000's) ............................... $ 5 Portfolio turnover rate ......................................... 21.01% (a) For the period July 1, 2008 (effective date) to February 28, 2009. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return is not annualized for periods less than one year. (g) Ratios are annualized for periods less than one year. The accompanying notes are an integral part of these financial statements. 98 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 FRANKLIN ARIZONA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ------------------------------------- ---------------- -------------- MUNICIPAL BONDS 99.1% ARIZONA 84.3% Arizona Health Facilities Authority Hospital System Revenue, John C. Lincoln Health Network, Pre-Refunded, 5.75%, 12/01/32 ............... $ 3,280,000 $ 3,745,236 Phoenix Baptist Hospital, MBIA Insured, ETM, 6.25%, 9/01/11 ................. 785,000 816,816 Arizona Health Facilities Authority Revenue, Banner Health, Refunding, Series D, BHAC Insured, 5.50%, 1/01/38 ............ 15,000,000 15,050,700 Banner Health, Series A, 5.00%, 1/01/35 ..................................... 10,000,000 8,700,100 Banner Health, Series D, 5.50%, 1/01/38 ..................................... 17,500,000 16,219,000 Catholic Healthcare West, Series A, 6.625%, 7/01/20 ......................... 6,390,000 6,932,000 Arizona School Facilities Board COP, 5.50%, 9/01/23 ......................... 10,000,000 10,466,500 Arizona State Board of Regents COP, University of Arizona Main Campus, Series A-1, AMBAC Insured, Pre-Refunded, 5.125%, 6/01/25 ................................ 2,000,000 2,173,080 Arizona State Board of Regents University System Revenue, Series C, 6.00%, 7/01/26 .................................................................. 2,500,000 2,746,875 7/01/27 .................................................................. 3,000,000 3,274,920 7/01/28 .................................................................. 3,350,000 3,633,376 Arizona State Municipal Financing Program COP, Refunding, Series 14, AMBAC Insured, 5.00%, 8/01/33 ........................................................... 1,000,000 973,830 Arizona State University COP, Arizona State University Project, Series 2002, MBIA Insured, Pre-Refunded, 5.10%, 7/01/24 .................................................................. 1,875,000 2,087,288 Arizona State University Project, Series 2002, MBIA Insured, Pre-Refunded, 5.10%, 7/01/25 .................................................................. 2,640,000 2,938,901 Downtown Campus/Mercado Project, Series A, MBIA Insured, 5.80%, 7/01/24 ..... 1,350,000 1,350,176 Research Infrastructure Projects, AMBAC Insured, 5.00%, 9/01/30 ............. 17,250,000 16,698,172 Arizona State University Revenues, FGIC Insured, 5.00%, 7/01/23 ................................................ 2,890,000 2,946,500 FGIC Insured, 5.00%, 7/01/25 ................................................ 2,250,000 2,275,920 System, FGIC Insured, Pre-Refunded, 5.875%, 7/01/25 ......................... 1,000,000 1,027,510 System, Refunding, AMBAC Insured, 5.00%, 7/01/27 ............................ 1,895,000 1,879,158 Arizona Student Loan Acquisition Authority Student Loan Revenue, junior sub., Refunding, Series B-1, 6.15%, 5/01/29 .......................... 1,000,000 882,560 Refunding, Senior Series A-1, 5.90%, 5/01/24 ................................ 1,500,000 1,384,770 Arizona Tourism and Sports Authority Tax Revenue, Multipurpose Stadium Facility, Series A, MBIA Insured, 5.00%, 7/01/28 ................................................ 7,000,000 6,905,640 Douglas Community Housing Corp. MFR, Rancho La Perilla, Series A, GNMA Secured, 6.125%, 7/20/41 ............................................................. 2,230,000 2,258,187 Downtown Phoenix Hotel Corp. Revenue, Senior Series A, FGIC Insured, 5.00%, 7/01/40 ............................ 26,485,000 18,658,947 sub. bond, Series B, FGIC Insured, 5.00%, 7/01/36 ........................ 18,995,000 16,387,746 sub. bond, Series B, FGIC Insured, 5.00%, 7/01/40 ........................ 12,845,000 10,967,446 Gilbert Water Resource Municipal Property Corp. Water System Development Fee Water Revenue, sub. lien, MBIA Insured, 5.00%, 10/01/29 ........................... 25,000,000 23,975,500 Glendale IDA Hospital Revenue, John C. Lincoln Health, Refunding, 5.00%, 12/01/32 .......................................................... 4,025,000 2,998,424 5.00%, 12/01/42 .......................................................... 12,870,000 9,089,824 Series B, 5.00%, 12/01/37 ................................................ 3,000,000 2,169,270 Glendale IDAR, Midwestern University, Refunding, 5.00%, 5/15/31 ................ 7,080,000 6,230,400 Annual Report | 99 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN ARIZONA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) ARIZONA (CONTINUED) Glendale Municipal Property Corp. Excise Tax Revenue, Series A, AMBAC Insured, 5.00%, 7/01/33 ..................................................................... $ 1,000,000 $ 987,450 Glendale Water and Sewer Revenue, sub. lien, AMBAC Insured, 5.00%, 7/01/23 ..... 2,000,000 2,045,880 Glendale Western Loop 101 Public Facilities Corp. Excise Tax Revenue, third lien, Series A, 6.25%, 7/01/38 .............................................................. 10,000,000 10,148,300 Goodyear Community Facilities Utilities District No. 1 GO, AMBAC Insured, 5.00%, 7/15/32 ..................................................................... 8,945,000 8,633,714 Greater Arizona Development Authority Infrastructure Revenue, Series A, MBIA Insured, 5.00%, 8/01/26 ................................... 4,425,000 4,446,461 Series B, MBIA Insured, 5.00%, 8/01/35 ................................... 9,090,000 8,556,781 Marana Municipal Property Corp. Municipal Facilities Revenue, Refunding, MBIA Insured, 5.25%, 7/01/22 .................................. 1,100,000 1,109,680 Series A, 5.00%, 7/01/28 ................................................. 3,000,000 2,916,480 Maricopa County Hospital Revenue, Sun Health Corp., Pre-Refunded, 5.00%, 4/01/35 ..................................................................... 12,090,000 12,937,993 Maricopa County IDA, MFHR, Senior National Health Facilities II, Project A, FSA Insured, ETM, 5.50%, 1/01/18 ............................................................... 2,000,000 2,292,840 Villas de Merced Apartment Project, Series A, GNMA Secured, 5.50%, 12/20/37 .............................................................. 570,000 543,848 Western Groves Apartments, Series A-1, AMBAC Insured, 5.30%, 12/01/22 .... 1,650,000 1,526,630 Maricopa County IDA Health Facility Revenue, Catholic Healthcare West, Refunding, Series A, 5.375%, 7/01/23 ........... 7,000,000 6,544,090 Catholic Healthcare West, Refunding, Series A, 5.50%, 7/01/26 ............ 13,950,000 12,756,717 Catholic Healthcare West Project, Refunding, Series A, 5.00%, 7/01/16 .... 8,635,000 8,653,047 Catholic Healthcare West Project, Refunding, Series A, ACA Insured, 5.00%, 7/01/16 ............................................................... 1,520,000 1,523,177 Catholic Healthcare West Project, Refunding, Series A, ACA Insured, 5.00%, 7/01/21 ............................................................... 9,600,000 9,106,176 Mayo Clinic, 5.00%, 11/15/36 ............................................. 25,750,000 22,719,997 Maricopa County IDA Hospital Facility Revenue, Mayo Clinic Hospital, 5.25%, 11/15/37 .................................... 16,000,000 14,724,320 Mayo Clinic Hospital, AMBAC Insured, 5.25%, 11/15/37 ..................... 3,000,000 2,733,000 Samaritan Health Services, Series A, MBIA Insured, ETM, 7.00%, 12/01/16 .. 1,890,000 2,351,103 Maricopa County IDA Senior Living Healthcare Revenue, Immanuel Care, Refunding, Series A, GNMA Secured, 5.00%, 8/20/35 ................................................ 1,725,000 1,471,028 Maricopa County PCC, PCR, Public Service Co. Palo Verde Project, Series A, AMBAC Insured, 5.05%, 5/01/29 .............................................................. 11,500,000 8,998,405 Maricopa County USD No. 89 Dysart GO, School Improvement, Project 06, Series B, FSA Insured, 5.00%, 7/01/27 ................................................. 5,015,000 5,079,393 McAllister Academic Village LLC Revenue, Arizona State University Hassayampa, Refunding, 5.25%, 7/01/33 ........................................................... 5,000,000 5,010,600 5.00%, 7/01/38 ........................................................... 5,000,000 4,784,800 Assured Guaranty, 5.25%, 7/01/33 ......................................... 2,525,000 2,500,836 Assured Guaranty, 5.00%, 7/01/38 ......................................... 3,825,000 3,611,488 Mesa Utility System Revenue, MBIA Insured, Pre-Refunded, 5.00%, 7/01/26 ............................... 10,000,000 11,394,000 Refunding, Second Series, FGIC Insured, 4.50%, 7/01/28 ................... 2,500,000 2,387,875 Navajo County School District GO, School Improvement, Project 2008, Assured Guaranty, 5.50%, 7/01/28 .............................................................. 1,045,000 1,052,284 Nogales Municipal Development Authority Inc. GO, MBIA Insured, 5.00%, 6/01/36 .. 6,075,000 5,017,403 100 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN ARIZONA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) ARIZONA (CONTINUED) Northern Arizona University COP, Northern Arizona University Research Projects, AMBAC Insured, 5.00%, 9/01/27 .................................................................. $ 2,355,000 $ 2,256,302 9/01/30 .................................................................. 6,360,000 5,633,434 Northern Arizona University System Revenues, 5.00%, 6/01/38 ........................................................... 5,000,000 4,510,800 AMBAC Insured, 5.00%, 6/01/32 ............................................ 7,380,000 6,687,756 Peoria Water and Sewer Revenue, FGIC Insured, 5.00%, 7/01/19 ................... 1,300,000 1,304,277 Phoenix Civic Improvement Corp. Airport Revenue, senior lien, Series A, 5.00%, 7/01/38 ................................................. 10,000,000 9,700,000 Series B, FGIC Insured, 5.25%, 7/01/22 ................................... 3,000,000 2,896,620 Series B, FGIC Insured, 5.25%, 7/01/23 ................................... 5,000,000 4,767,200 Series B, FGIC Insured, 5.25%, 7/01/27 ................................... 15,250,000 13,674,370 Phoenix Civic Improvement Corp. Distribution Revenue, Capital Appreciation, Civic Plaza, Series B, FGIC Insured, zero cpn. to 7/01/13, 5.50% thereafter, 7/01/27 .................................................................. 3,945,000 3,190,045 7/01/28 .................................................................. 2,000,000 1,595,340 7/01/29 .................................................................. 2,000,000 1,579,340 7/01/36 .................................................................. 5,000,000 3,718,900 7/01/37 .................................................................. 7,000,000 5,201,490 Phoenix Civic Improvement Corp. Excise Tax Revenue, Adams Street Garage Project, senior lien, Series B, Pre-Refunded, 5.35%, 7/01/24 ............................................................... 2,985,000 3,061,535 Subordinated, Civic Plaza Expansion Project, Series A, FGIC Insured, 5.00%, 7/01/41 ........................................................... 5,000,000 4,866,800 Subordinated, Civic Plaza Expansion Project, Series A, MBIA Insured, 5.00%, 7/01/35 ........................................................... 9,550,000 9,384,594 Phoenix Civic Improvement Corp. Wastewater System Revenue, junior lien, FGIC Insured, Pre-Refunded, 6.00%, 7/01/19 .................. 3,000,000 3,229,830 junior lien, FGIC Insured, Pre-Refunded, 6.00%, 7/01/20 .................. 3,670,000 3,951,159 junior lien, FGIC Insured, Pre-Refunded, 6.00%, 7/01/24 .................. 24,715,000 26,608,416 junior lien, MBIA Insured, 5.00%, 7/01/28 ................................ 2,000,000 2,017,540 junior lien, MBIA Insured, 5.00%, 7/01/29 ................................ 3,405,000 3,423,727 junior lien, Refunding, FGIC Insured, 5.00%, 7/01/20 ..................... 9,710,000 9,964,305 junior lien, Refunding, FGIC Insured, 5.125%, 7/01/21 .................... 10,000,000 10,291,700 junior lien, Refunding, FGIC Insured, 5.00%, 7/01/24 ..................... 7,050,000 7,135,869 junior lien, Refunding, FSA Insured, 5.00%, 7/01/37 ...................... 22,515,000 21,817,260 senior lien, Refunding, 5.50%, 7/01/24 ................................... 2,500,000 2,736,350 Phoenix Civic Improvement Corp. Water System Revenue, junior lien, Refunding, FGIC Insured, 5.00%, 7/01/26 .............................................................. 3,250,000 3,278,470 Phoenix GO, Various Purpose, Series B, 5.00%, 7/01/27 .......................... 8,360,000 8,809,099 Phoenix HFC Mortgage Revenue, Section 8 Project, Refunding, Series A, MBIA Insured, 6.90%, 1/01/23 .............................................................. 1,065,000 1,068,770 Phoenix IDA Government Office Lease Revenue, Capitol Mall LLC Project, AMBAC Insured, Pre-Refunded, 5.50%, 9/15/27 .... 22,300,000 23,830,895 Capitol Mall LLC Project, Refunding, AMBAC Insured, 5.00%, 9/15/26 ....... 3,445,000 3,343,166 Capitol Mall LLC Project, Refunding, AMBAC Insured, 5.00%, 9/15/27 ....... 4,615,000 4,421,262 Capitol Mall LLC II Project, AMBAC Insured, 5.00%, 9/15/21 ............... 4,300,000 4,323,908 Capitol Mall LLC II Project, AMBAC Insured, 5.00%, 9/15/28 ............... 4,000,000 3,657,480 Annual Report | 101 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN ARIZONA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) ARIZONA (CONTINUED) Phoenix IDA Student Housing Revenue, Downtown Phoenix Student Housing LLC, Series A, AMBAC Insured, 5.00%, 7/01/37 .................................. $ 18,400,000 $ 17,337,032 Series C, AMBAC Insured, 5.00%, 7/01/37 .................................. 10,000,000 9,422,300 Phoenix Municipal Housing Revenue, Fillmore Gardens Project, Refunding, 6.30%, 6/01/09 ..................................................................... 135,000 136,146 Pima County IDA, SFMR, Series B-1, GNMA Secured, 6.10%, 5/01/31 ................ 30,000 30,092 Pima County IDA Lease Revenue, Pima County Arizona, 5.00%, 9/01/39 ............. 15,000,000 13,409,100 Pinal County Electric District No. 4 Electric System Revenue, 6.00%, 12/01/23 ................................................................. 525,000 475,241 12/01/28 ................................................................. 740,000 619,225 12/01/38 ................................................................. 1,150,000 898,403 (a) Rio Nuevo Multipurpose Facilities District Excise Tax Revenue, sub. lien, Assured Guaranty, 6.50%, 7/15/24 .............................................................. 4,220,000 4,570,218 Salt River Project Agricultural Improvement and Power District Electric System Revenue, Salt River Project, Refunding, Series A, 5.00%, 1/01/23 ...................................... 6,000,000 6,189,060 Series A, 5.00%, 1/01/37 ................................................. 16,000,000 15,809,280 Series A, 5.00%, 1/01/39 ................................................. 25,000,000 24,655,000 Salt Verde Financial Corp. Senior Gas Revenue, 5.00%, 12/01/32 ................................................................. 10,000,000 6,621,200 12/01/37 ................................................................. 10,000,000 6,452,200 San Luis Civic Improvement Corp. Municipal Facilities Excise Tax Revenue, XLCA Insured, 5.00%, 7/01/38 .............................................................. 8,650,000 7,553,353 Scottsdale GO, Refunding, 5.00%, 7/01/22 ....................................... 3,000,000 3,113,520 Scottsdale IDA Hospital Revenue, Scottsdale Healthcare, Pre-Refunded, 5.70%, 12/01/21 ............................................ 2,000,000 2,235,320 Pre-Refunded, 5.80%, 12/01/31 ............................................ 14,865,000 16,653,705 Refunding, Series A, 5.25%, 9/01/30 ...................................... 5,000,000 4,152,000 Scottsdale Municipal Property Corp. Excise Tax Revenue, Pre-Refunded, 5.00%, 7/01/24 .............................................................. 5,000,000 5,710,500 Show Low IDA Hospital Revenue, Navapache Regional Medical Center, Radian Insured, 5.00%, 12/01/25 ................................................................. 1,420,000 1,066,818 12/01/30 ................................................................. 5,160,000 3,571,907 12/01/35 ................................................................. 2,000,000 1,332,220 Southern Arizona Capital Facilities Finance Corp. Student Housing Revenue, University of Arizona Project, MBIA Insured, Pre-Refunded, 5.10%, 9/01/33 ... 3,000,000 3,367,140 Tempe Arizona IDA Lease Revenue, State University Foundation, AMBAC Insured, 5.00%, 7/01/28 .................................................................. 4,275,000 4,186,550 7/01/34 .................................................................. 11,510,000 10,923,335 Tolleson IDA, MFR, Copper Cove Project, Series A, GNMA Secured, 5.40%, 11/20/22 .......................................................... 1,090,000 1,096,289 5.45%, 11/20/32 .......................................................... 1,285,000 1,230,516 Tucson Airport Authority Inc. Revenue, sub. lien, AMBAC Insured, 5.35%, 6/01/31 .............................................................. 10,000,000 8,512,300 Tucson IDA Lease Revenue, University of Arizona/Marshall Foundation, Series A, AMBAC Insured, 5.00%, 7/15/32 ............................................... 1,000,000 856,510 102 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN ARIZONA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) ARIZONA (CONTINUED) Tucson Water Revenue, Series D, FGIC Insured, Pre-Refunded, 5.25%, 7/01/23 ..... $ 3,000,000 $ 3,046,500 University Medical Center Corp. Revenue, 5.00%, 7/01/35 ........................ 7,000,000 5,346,670 University of Arizona COP, Parking and Student Housing, AMBAC Insured, Pre-Refunded, 5.75%, 6/01/24 .... 1,115,000 1,128,369 University of Arizona Projects, Series B, AMBAC Insured, 5.00%, 6/01/26 ..... 7,070,000 6,695,997 University of Arizona Projects, Series B, AMBAC Insured, 5.00%, 6/01/28 ..... 7,000,000 6,392,470 University of Arizona Projects, Series B, AMBAC Insured, 5.00%, 6/01/31 ..... 5,565,000 4,922,076 University of Arizona Projects, Series B, AMBAC Insured, Pre-Refunded, 5.125%, 6/01/22 .......................................................... 2,250,000 2,488,995 Yavapai County IDA Hospital Facility Revenue, Yavapai Regional Medical Center, Series A, 6.00%, 8/01/33 .................................................... 2,000,000 1,531,880 Series B, 5.625%, 8/01/33 ................................................... 2,315,000 1,682,496 Series B, 5.625%, 8/01/37 ................................................... 12,435,000 8,844,518 Yavapai County USD No. 28 Camp Verde GO, Refunding, FGIC Insured, 6.00%, 7/01/09 ............................................................... 75,000 75,959 Yuma IDA Hospital Revenue, Yuma Regional Medical Center, FSA Insured, Pre-Refunded, 5.50%, 8/01/21 .............................................................. 2,015,000 2,214,243 Yuma Municipal Property Corp. Revenue, Municipal Facilities, AMBAC Insured, 5.00%, 7/01/25 ..................................................................... 3,100,000 3,114,787 -------------- 854,020,017 -------------- U.S. TERRITORIES 14.8% PUERTO RICO 14.4% Children's Trust Fund Puerto Rico Tobacco Settlement Revenue, Asset-Backed Bonds, Refunding, 5.50%, 5/15/39 ................................................... 5,000,000 3,395,500 Puerto Rico Commonwealth GO, Public Improvement, Series A, 5.375%, 7/01/28 ............................ 3,355,000 2,932,639 Series A, 5.25%, 7/01/37 ................................................. 10,000,000 8,154,600 Puerto Rico Commonwealth Highway and Transportation Authority Transportation Revenue, Series B, Pre-Refunded, 6.00%, 7/01/39 ................................... 19,250,000 20,618,290 Series D, Pre-Refunded, 5.375%, 7/01/36 .................................. 5,000,000 5,541,800 Puerto Rico Industrial Tourist Educational Medical and Environmental Control Facilities Financing Authority Hospital Revenue, Dr. Pila Hospital Project, Refunding, FHA Insured, 5.875%, 8/01/12 ....... 4,440,000 4,453,808 Hospital Auxilio Mutuo Obligation Group Project, Series A, MBIA Insured, 6.25%, 7/01/24 ........................................................... 2,790,000 2,789,805 Puerto Rico PBA Guaranteed Revenue, Government Facilities, Refunding, Series D, 5.375%, 7/01/33 ........................................ 8,190,000 6,922,597 Series D, Pre-Refunded, 5.375%, 7/01/33 ..................................... 21,810,000 24,062,101 Series I, 5.00%, 7/01/36 .................................................... 7,000,000 5,505,010 Series I, Pre-Refunded, 5.375%, 7/01/34 ..................................... 40,000,000 44,934,800 Puerto Rico Public Finance Corp. Revenue, Commonwealth Appropriation, Series E, Pre-Refunded, 5.50%, 8/01/29 ................................................ 15,000,000 16,525,050 -------------- 145,836,000 -------------- Annual Report | 103 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN ARIZONA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) U.S. TERRITORIES (CONTINUED) VIRGIN ISLANDS 0.4% Virgin Islands PFAR, Virgin Islands Matching Fund Loan Notes, senior lien, Refunding, Series A, 5.50%, 10/01/13.................................................... $ 2,500,000 $ 2,480,975 Virgin Islands Water and Power Authority Water System Revenue, Refunding, 5.50%, 7/01/17...................................................................... 1,500,000 1,460,835 -------------- 3,941,810 -------------- TOTAL U.S. TERRITORIES.......................................................... 149,777,810 -------------- TOTAL INVESTMENTS (COST $1,052,440,087) 99.1%................................... 1,003,797,827 -------------- OTHER ASSETS, LESS LIABILITIES 0.9%............................................. 9,537,068 -------------- NET ASSETS 100.0%............................................................... $1,013,334,895 ============== See Abbreviations on page 238. (a) Security purchased on a delayed delivery basis. See Note 1(b). The accompanying notes are an integral part of these financial statements. 104 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN COLORADO TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ----------------------------------------------------- CLASS A 2009 2008(a) 2007 2006 2005 - ------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 11.14 $ 12.10 $ 12.03 $ 12.04 $ 12.19 -------- -------- -------- -------- -------- Income from investment operations(b): Net investment income(c) .................... 0.51 0.51 0.51 0.53 0.54 Net realized and unrealized gains (losses) .. (0.35) (0.97) 0.08 (0.01) (0.15) -------- -------- -------- -------- -------- Total from investment operations ............... 0.16 (0.46) 0.59 0.52 0.39 -------- -------- -------- -------- -------- Less distributions from net investment income .. (0.51) (0.50) (0.52) (0.53) (0.54) -------- -------- -------- -------- -------- Redemption fees(d, e) .......................... -- -- -- -- -- -------- -------- -------- -------- -------- Net asset value, end of year ................... $ 10.79 $ 11.14 $ 12.10 $ 12.03 $ 12.04 ======== ======== ======== ======== ======== Total return(f) ................................ 1.43% (3.94)% 5.04% 4.41% 3.39% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 0.66% 0.67% 0.68% 0.69% 0.69% Net investment income .......................... 4.62% 4.27% 4.31% 4.40% 4.52% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $465,136 $444,475 $426,482 $382,608 $346,589 Portfolio turnover rate ........................ 11.01% 22.57% 15.20% 23.19% 30.06% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. Annual Report | 105 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN COLORADO TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ------------------------------------------------ CLASS C 2009 2008(a) 2007 2006 2005 - ------- ------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 11.22 $ 12.19 $ 12.12 $ 12.13 $ 12.27 ------- ------- ------- ------- ------- Income from investment operations(b): Net investment income(c) .................... 0.46 0.44 0.45 0.47 0.48 Net realized and unrealized gains (losses) .. (0.35) (0.97) 0.07 (0.01) (0.14) ------- ------- ------- ------- ------- Total from investment operations ............... 0.11 (0.53) 0.52 0.46 0.34 ------- ------- ------- ------- ------- Less distributions from net investment income .. (0.45) (0.44) (0.45) (0.47) (0.48) ------- ------- ------- ------- ------- Redemption fees(d, e) .......................... -- -- -- -- -- ------- ------- ------- ------- ------- Net asset value, end of year ................... $ 10.88 $ 11.22 $ 12.19 $ 12.12 $ 12.13 ======= ======= ======= ======= ======= Total return(f) ................................ 0.94% (4.52)% 4.43% 3.81% 2.88% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 1.21% 1.22% 1.23% 1.24% 1.24% Net investment income .......................... 4.07% 3.72% 3.76% 3.85% 3.97% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $69,302 $56,146 $50,938 $43,676 $40,875 Portfolio turnover rate ........................ 11.01% 22.57% 15.20% 23.19% 30.06% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. 106 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 FRANKLIN COLORADO TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - -------------------------------------- ---------------- -------------- MUNICIPAL BONDS 98.0% COLORADO 94.8% Adams County Revenue, Platte Valley Medical Center, Refunding, MBIA Insured, 5.00%, 2/01/31 .............................................................. $ 10,000,000 $ 8,684,700 (a) Adams State College Auxiliary Facilities Revenue, Improvement, Series A, 5.50%, 5/15/34 .............................................................. 2,000,000 2,031,020 Arapahoe County Water and Wastewater GO, Refunding, Series A, MBIA Insured, 5.125%, 12/01/32 ............................................................ 15,000,000 14,088,000 Arkansas River Power Authority Power Revenue, Improvement, XLCA Insured, 5.25%, 10/01/32 .......................................................... 1,690,000 1,222,124 5.25%, 10/01/40 .......................................................... 8,200,000 5,715,236 5.00%, 10/01/43 .......................................................... 10,000,000 6,579,400 Arvada IDR, Wanco Inc. Project, 5.80%, 12/01/17 ................................ 480,000 452,659 Aurora COP, AMBAC Insured, Pre-Refunded, 5.50%, 12/01/30 ....................... 4,935,000 5,311,146 Aurora Hospital Revenue, The Children's Hospital Association Project, Series D, FSA Insured, 5.00%, 12/01/33 ............................................. 11,000,000 10,231,870 Aurora Water Improvement Revenue, first lien, Series A, AMBAC Insured, 5.00%, 8/01/36 .................................................................. 8,880,000 8,546,378 8/01/39 .................................................................. 23,000,000 22,062,750 Boulder County Development Revenue, University Corp. for Atmospheric Research, MBIA Insured, 5.00%, 9/01/33 ...................................... 1,500,000 1,345,590 Boulder Larimer and Weld Counties Vrain Valley School District RE-1J GO, 5.00%, 12/15/33 ............................................................. 5,000,000 4,902,150 Bowles Metropolitan District GO, Refunding, FSA Insured, 5.00%, 12/01/33 ....... 2,500,000 2,457,975 Broadlands Metropolitan District No. 2 GO, Refunding, MBIA Insured, 5.25%, 12/01/34 .................................................................... 8,655,000 8,718,181 Broomfield COP, Master Facilities Lease Purchase, AMBAC Insured, 5.625%, 12/01/22 ........ 1,535,000 1,554,065 Refunding, AMBAC Insured, 6.00%, 12/01/29 ................................ 2,000,000 2,023,240 Broomfield Sales and Use Tax Revenue, Refunding and Improvement, Series A, AMBAC Insured, 5.00%, 12/01/27 .............................................. 10,000,000 9,668,600 Broomfield Sewer Activity Enterprise Sewer and Wastewater Revenue, AMBAC Insured, 5.00%, 12/01/31 .................................................... 7,500,000 7,081,050 Colorado Board of Governors University Enterprise System Revenue, Series A, FGIC Insured, 5.00%, 3/01/37 ................................................ 13,000,000 12,094,420 Colorado Department of Transportation COP, MBIA Insured, 5.00%, 6/15/34 ........ 6,915,000 6,581,144 Colorado Educational and Cultural Facilities Authority Revenue, James Irwin Charter School, Refunding and Improvement, CIFG Insured, 5.00%, 8/01/37 ........................................................ 6,060,000 5,387,825 Student Housing, Campus Village Apartments, Refunding, 5.50%, 6/01/38 .... 9,000,000 6,894,720 Student Housing, University of Colorado Foundation Project, AMBAC Insured, Pre-Refunded, 5.00%, 7/01/27 .......................................... 6,545,000 7,186,737 Student Housing, University of Colorado Foundation Project, AMBAC Insured, Pre-Refunded, 5.00%, 7/01/32 .......................................... 10,005,000 10,985,990 Colorado Health Facilities Authority Revenue, Catholic Health Initiatives, Series D, 6.125%, 10/01/28 .................. 2,500,000 2,631,500 Catholic Health Initiatives, Series D, 6.25%, 10/01/33 ................... 2,000,000 2,066,380 Evangelical Lutheran Project, 5.25%, 6/01/31 ............................. 4,000,000 3,035,720 Evangelical Lutheran Project, Series A, 5.25%, 6/01/34 ................... 3,500,000 2,607,640 Hospital, Longmont United Hospital Project, Refunding, Series B, Radian Insured, 5.00%, 12/01/25 .............................................. 3,050,000 2,363,293 Hospital, Longmont United Hospital Project, Refunding, Series B, Radian Insured, 5.00%, 12/01/26 .............................................. 3,205,000 2,443,716 Annual Report | 107 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN COLORADO TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - -------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) COLORADO (CONTINUED) Colorado Health Facilities Authority Revenue, (continued) Hospital, Longmont United Hospital Project, Refunding, Series B, Radian Insured, 5.00%, 12/01/27 .............................................. $ 3,365,000 $ 2,525,163 Hospital, Longmont United Hospital Project, Refunding, Series B, Radian Insured, 5.00%, 12/01/30 .............................................. 3,000,000 2,146,290 Hospital, Refunding, Series A, FSA Insured, 5.20%, 3/01/31 ............... 10,000,000 9,016,700 Kaiser Permanente, Series A, ETM, 5.35%, 11/01/16 ........................ 8,000,000 8,111,600 Portercare Adventist Health, Pre-Refunded, 6.625%, 11/15/26 .............. 2,500,000 2,864,975 Portercare Adventist Health, Pre-Refunded, 6.50%, 11/15/31 ............... 5,500,000 6,284,850 Valley View Hospital Assn., Refunding, 5.75%, 5/15/36 .................... 2,000,000 1,627,500 Yampa Valley Medical Center Project, Refunding, 5.125%, 9/15/29 .......... 4,000,000 2,903,560 Colorado HFAR, MF, Project II, Series A-2, 5.30%, 10/01/23 .............................. 1,645,000 1,653,439 MF, Project II, Series A-2, 5.375%, 10/01/32 ............................. 3,605,000 3,569,202 MFH, Castle High, Series A, AMBAC Insured, 5.90%, 12/01/20 ............... 2,630,000 2,641,362 MFH Insured Mortgage, Series A-2, FHA Insured, 6.00%, 10/01/28 ........... 1,000,000 1,000,110 MFH Insured Mortgage, Series C-3, 6.05%, 10/01/32 ........................ 475,000 476,558 Colorado Springs Hospital Revenue, 6.375%, 12/15/30 ......................................................... 3,785,000 3,404,078 FSA Insured, 5.00%, 12/15/32 ............................................. 11,250,000 10,621,687 Pre-Refunded, 6.375%, 12/15/30 ........................................... 3,715,000 4,084,085 Colorado Springs Utilities Revenue, sub. lien, System Improvement, Series B, 5.00%, 11/15/33 .......................................................... 4,000,000 3,982,840 Colorado State COP, University of Colorado Denver Health Sciences Center Fitzsimons Academic Facility Project, Series B, MBIA Insured, 5.00%, 11/01/30 .................................................................... 5,000,000 4,915,250 Colorado State Health Facilities Authority Revenue, Parkview Medical Center Inc. Project, Series A, 5.00%, 9/01/37 ...................................... 8,000,000 5,800,320 Colorado State Higher Education Capital Construction Lease Purchase Financing Program COP, 5.50%, 11/01/27 ...................................... 7,275,000 7,499,797 Colorado Water Resources and Power Development Authority Clean Water Revenue, Series A, 6.15%, 9/01/11 ........................................................... 125,000 125,040 6.30%, 9/01/14 ........................................................... 25,000 24,983 Colorado Water Resources and Power Development Authority Small Water Resource Revenue, Series A, FGIC Insured, 5.80%, 11/01/20 .......................................................... 800,000 820,760 Pre-Refunded, 5.80%, 11/01/20 ............................................ 1,200,000 1,294,068 Colorado Water Resources and Power Development Authority Water Resources Revenue, Arapahoe County Water Improvement, Series E, MBIA Insured, 5.00%, 12/01/35 .............................................................. 10,000,000 9,656,000 East Cherry Creek Valley Water Sanitary District, MBIA Insured, 5.00%, 11/15/30 .............................................................. 2,590,000 2,131,881 Parker Water and Sanitary District, MBIA Insured, 5.00%, 9/01/30 ......... 5,000,000 4,298,550 Commerce City COP, AMBAC Insured, 5.00%, 12/15/37 .............................. 13,975,000 13,338,578 Denver City and County Airport Revenue, Refunding, Series A, AMBAC Insured, 5.625%, 11/15/23 ..................... 4,500,000 4,302,450 Series B, Pre-Refunded, 5.50%, 11/15/33 .................................. 5,000,000 5,805,050 Series D, 7.75%, 11/15/13 ................................................ 740,000 807,414 Denver City and County COP, Series B, AMBAC Insured, Pre-Refunded, 5.50%, 12/01/25 .................................................................... 7,000,000 7,595,910 Denver Convention Center Hotel Authority Revenue, Refunding, senior bond, XLCA Insured, 5.00%, 12/01/30 ............................................... 15,000,000 10,250,250 108 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN COLORADO TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - -------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) COLORADO (CONTINUED) Denver Health and Hospital Authority Healthcare Revenue, Refunding, Series A, 5.25%, 12/01/31 ..................................... $ 9,250,000 $ 7,168,380 Series A, Pre-Refunded, 6.00%, 12/01/23 .................................. 1,000,000 1,113,250 Series A, Pre-Refunded, 6.00%, 12/01/31 .................................. 5,400,000 6,011,550 Series A, Pre-Refunded, 6.25%, 12/01/33 .................................. 3,250,000 3,889,568 Dove Valley Metropolitan District Arapahoe County GO, Refunding, FSA Insured, 5.00%, 11/01/35 .................................................... 6,375,000 6,282,244 E-470 Public Highway Authority Revenue, Capital Appreciation, Series A, MBIA Insured, zero cpn., 9/01/33 ......... 3,000,000 371,220 Capital Appreciation, Series B, MBIA Insured, zero cpn., 9/01/32 ......... 7,800,000 1,055,028 Capital Appreciation, Series B, MBIA Insured, zero cpn., 9/01/34 ......... 14,075,000 1,596,527 Senior Series A, MBIA Insured, Pre-Refunded, 5.75%, 9/01/29 .............. 4,575,000 4,868,349 Senior Series A, MBIA Insured, Pre-Refunded, 5.75%, 9/01/35 .............. 10,825,000 11,517,475 El Paso County Mortgage Revenue, Stetson Meadows, Series A, GNMA Secured, 5.25%, 12/20/32 ............................................................. 1,890,000 1,748,420 El Paso County School District No. 38 GO, Pre-Refunded, 6.00%, 12/01/24 ........ 1,500,000 1,631,325 Erie Water Enterprise Revenue, Series A, FSA Insured, 5.00%, 12/01/32 .......... 10,000,000 9,675,300 Fort Lewis College Board Trustees Enterprise Revenue, Series B-1, FGIC Insured, 5.00%, 10/01/37 .................................................... 12,830,000 11,037,906 Garfield County Building Corp. COP, AMBAC Insured, Pre-Refunded, 5.75%, 12/01/24 .................................................................... 1,000,000 1,045,920 Gunnison Watershed School District No. RE-1J GO, 5.25%, 12/01/33 ............... 1,240,000 1,261,663 La Junta Hospital Revenue, Ark Valley Regional Medical Center Project, 5.75%, 4/01/14 ........................................................... 2,090,000 2,013,443 6.00%, 4/01/19 ........................................................... 1,000,000 913,650 6.10%, 4/01/24 ........................................................... 1,000,000 861,050 Mesa State College Auxiliary Facilities Enterprise Revenue, 6.00%, 5/15/38 ..... 7,000,000 7,387,170 Mesa State College Enterprise Revenue, BHAC Insured, 5.125%, 5/15/37 ........... 5,765,000 5,777,971 Northwest Parkway Public Highway Authority Revenue, Series A, AMBAC Insured, Pre-Refunded, 5.125%, 6/15/26 .................................................................. 6,550,000 7,191,180 6/15/31 .................................................................. 4,465,000 4,902,079 Public Authority for Colorado Energy Natural Gas Purpose Revenue, 6.50%, 11/15/38 .................................................................... 9,900,000 8,042,265 Pueblo Board Waterworks Water Revenue, Series A, FSA Insured, Pre-Refunded, 6.00%, 11/01/21 ............................................................. 4,300,000 4,662,361 Regional Transportation District Sales Tax Revenue, Fastracks Project, Refunding, Series A, FSA Insured, 4.50%, 11/01/35 ........................ 5,000,000 4,381,800 Series A, AMBAC Insured, 5.00%, 11/01/31 ................................. 14,150,000 14,091,985 Saddle Rock South Metropolitan District No. 4 GO, Refunding, FSA Insured, 4.50%, 12/01/34 ............................................................. 4,000,000 3,426,880 Thornton Development Authority Tax Increment Revenue, North Washington Street Urban Renewal, MBIA Insured, 5.00%, 12/01/29 ......................... 6,100,000 6,052,847 Thornton Water Enterprise Revenue, MBIA Insured, 5.00%, 12/01/29 ............... 7,010,000 7,058,159 University of Colorado COP, Series A, AMBAC Insured, Pre-Refunded, 5.00%, 6/01/33 ..................................................................... 3,570,000 3,987,940 University of Colorado Enterprise System Revenue, Series A, 5.375%, 6/01/38 ................................................ 3,000,000 3,064,920 University of Colorado Regents, MBIA Insured, 5.00%, 6/01/32 ............. 5,000,000 4,938,700 Annual Report | 109 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN COLORADO TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - -------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) COLORADO (CONTINUED) University of Colorado Hospital Authority Revenue, Series A, 5.00%, 11/15/37 .......................................................... $ 2,000,000 $ 1,492,000 5.25%, 11/15/39 .......................................................... 3,000,000 2,309,790 Pre-Refunded, 5.60%, 11/15/25 ............................................ 1,900,000 2,091,843 University of Northern Colorado Revenue, Auxiliary Facilities Systems, Refunding and Improvement, AMBAC Insured, 5.00%, 6/01/31 .................... 3,000,000 2,815,920 Ute Water Conservancy District Water Revenue, MBIA Insured, 5.75%, 6/15/20 ..... 5,000,000 5,150,900 Westminster Building Authority COP, MBIA Insured, 5.25%, 12/01/22 .............. 1,555,000 1,605,304 -------------- 507,029,801 -------------- U.S. TERRITORIES 3.2% PUERTO RICO 2.3% Puerto Rico Commonwealth Infrastructure Financing Authority Special Tax Revenue, Series B, 5.00%, 7/01/41 ........................................... 5,000,000 3,873,350 Puerto Rico Industrial Tourist Educational Medical and Environmental Control Facilities Financing Authority Industrial Revenue, Guaynabo Municipal Government, 5.625%, 7/01/22 ................................................. 1,335,000 1,279,944 Puerto Rico PBA Guaranteed Revenue, Government Facilities, Refunding, Series D, 5.375%, 7/01/33 ..................................... 2,120,000 1,791,930 Series I, Pre-Refunded, 5.375%, 7/01/34 .................................. 5,000,000 5,616,850 -------------- 12,562,074 -------------- VIRGIN ISLANDS 0.9% Virgin Islands PFAR, Virgin Islands Matching Fund Loan Notes, senior lien, Refunding, Series A, 5.40%, 10/01/12 .......................................................... 2,500,000 2,499,875 5.50%, 10/01/22 .......................................................... 2,500,000 2,071,075 -------------- 4,570,950 -------------- TOTAL U.S. TERRITORIES ......................................................... 17,133,024 -------------- TOTAL MUNICIPAL BONDS BEFORE SHORT TERM INVESTMENTS (COST $558,641,089) ........ 524,162,825 -------------- SHORT TERM INVESTMENTS 1.0% MUNICIPAL BONDS 1.0% COLORADO 1.0% (b) Colorado Educational and Cultural Facilities Authority Revenue, National Jewish Federation Bond Program, Daily VRDN and Put, 0.65%, 2/01/35 ....................................... 1,900,000 1,900,000 Series A-4, Daily VRDN and Put, 0.65%, 2/01/34 ........................... 2,300,000 2,300,000 Series A10, Daily VRDN and Put, 0.65%, 9/01/37 ........................... 650,000 650,000 (b) Colorado Health Facilities Authority Revenue, The Visiting Nurse Corp., Daily VRDN and Put, 1.25%, 7/01/22 .......................................... 290,000 290,000 -------------- TOTAL SHORT TERM INVESTMENTS (COST $5,140,000) ................................. 5,140,000 -------------- TOTAL INVESTMENTS (COST $563,781,089) 99.0% .................................... 529,302,825 OTHER ASSETS, LESS LIABILITIES 1.0% ............................................ 5,135,271 -------------- NET ASSETS 100.0% .............................................................. $ 534,438,096 ============== 110 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN COLORADO TAX-FREE INCOME FUND See Abbreviations on page 238. (a) Security purchased on a when-issued basis. See Note 1(b). (b) Variable rate demand notes (VRDNs) are tax-exempt obligations which contain a floating or variable interest rate adjustment formula and an unconditional right of demand to receive payment of the principal balance plus accrued interest at specified dates. The coupon rate shown represents the rate at period end. The accompanying notes are an integral part of these financial statements. Annual Report | 111 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN CONNECTICUT TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ---------------------------------------------------------- CLASS A 2009 2008(a) 2007 2006 2005 - ------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 10.39 $ 11.13 $ 11.10 $ 11.11 $ 11.12 -------- -------- -------- -------- -------- Income from investment operations(b): Net investment income(c) .................... 0.46 0.45 0.46 0.48 0.49 Net realized and unrealized gains (losses) .. (0.22) (0.73) 0.04 (0.01) (0.02) -------- -------- -------- -------- -------- Total from investment operations ............... 0.24 (0.28) 0.50 0.47 0.47 -------- -------- -------- -------- -------- Less distributions from net investment income .. (0.45) (0.46) (0.47) (0.48) (0.48) -------- -------- -------- -------- -------- Redemption fees(d) ............................. --(e) --(e) --(e) -- --(e) -------- -------- -------- -------- -------- Net asset value, end of year ................... $ 10.18 $ 10.39 $ 11.13 $ 11.10 $ 11.11 ======== ======== ======== ======== ======== Total return(f) ................................ 2.31% (2.66)% 4.61% 4.33% 4.38% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 0.68% 0.69% 0.70% 0.71% 0.71% Net investment income .......................... 4.39% 4.16% 4.21% 4.30% 4.46% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $338,345 $315,908 $305,258 $274,407 $249,286 Portfolio turnover rate ........................ 9.72% 13.47% 11.18% 7.73% 2.77% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Effective September 1, 2008, the redemption fee was eliminated. (e) Amount rounds to less than $0.01 per share. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. 112 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN CONNECTICUT TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ----------------------------------------------------- CLASS C 2009 2008(a) 2007 2006 2005 - ------- ------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 10.44 $ 11.19 $ 11.15 $ 11.16 $ 11.17 ------- ------- ------- ------- ------- Income from investment operations(b): Net investment income(c) .................... 0.40 0.40 0.41 0.42 0.43 Net realized and unrealized gains (losses) .. (0.21) (0.75) 0.04 (0.01) (0.02) ------- ------- ------- ------- ------- Total from investment operations ............... 0.19 (0.35) 0.45 0.41 0.41 ------- ------- ------- ------- ------- Less distributions from net investment income .. (0.39) (0.40) (0.41) (0.42) (0.42) ------- ------- ------- ------- ------- Redemption fees(d) ............................. --(e) --(e) --(e) -- --(e) ------- ------- ------- ------- ------- Net asset value, end of year ................... $ 10.24 $ 10.44 $ 11.19 $ 11.15 $ 11.16 ======= ======= ======= ======= ======= Total return(f) ................................ 1.83% (3.28)% 4.10% 3.75% 3.78% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 1.23% 1.24% 1.25% 1.26% 1.26% Net investment income .......................... 3.84% 3.61% 3.66% 3.75% 3.91% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $70,541 $55,126 $52,623 $45,564 $40,942 Portfolio turnover rate ........................ 9.72% 13.47% 11.18% 7.73% 2.77% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Effective September 1, 2008, the redemption fee was eliminated. (e) Amount rounds to less than $0.01 per share. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. Annual Report | 113 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 FRANKLIN CONNECTICUT TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ----------------------------------------- ---------------- -------------- MUNICIPAL BONDS 98.5% CONNECTICUT 76.8% Bridgeport GO, Series A, FGIC Insured, Pre-Refunded, 5.875%, 7/15/19 ........... $ 1,000,000 $ 1,071,881 Connecticut State Airport Revenue, Bradley International Airport, Series A, FGIC Insured, 5.125%, 10/01/26 ............................................................ 3,000,000 2,625,690 Connecticut State Development Authority First Mortgage Gross Revenue, Health Care Project, Church Homes Inc., Refunding, 5.80%, 4/01/21 ............................. 4,000,000 3,212,200 Connecticut Baptist Homes Inc. Project, Refunding, Radian Insured, 5.625%, 9/01/22 ....................................................... 2,000,000 1,456,200 The Elim Park Baptist Home Inc. Project, 5.75%, 12/01/23 ................. 750,000 574,208 The Elim Park Baptist Home Inc. Project, Refunding, Series A, 5.375%, 12/01/18 ...................................................... 1,100,000 885,841 Connecticut State Development Authority PCR, Connecticut Light and Water, Refunding, Series A, 5.85%, 9/01/28 ......... 5,500,000 5,206,685 United Illuminating Co. Project, Mandatory Put 2/01/12, 5.75%, 6/01/26 ............................................................... 1,000,000 1,003,920 Connecticut State Development Authority Revenue, Life Care Facilities, Seabury Project, Refunding, Radian Insured, 5.00%, 9/01/21 .................. 2,000,000 1,550,040 Connecticut State Development Authority Solid Waste Disposal Facilities Revenue, PSEG Power LLC Project, Series A, 5.75%, 11/01/37 ...................................... 5,000,000 3,850,450 Connecticut State Development Authority Water Facility Revenue, Bridgeport Hydraulic Co. Project, 6.15%, 4/01/35 ............................ 1,000,000 866,690 Connecticut State GO, Series A, 5.00%, 2/15/29 ................................................. 10,000,000 10,300,100 Series B, Pre-Refunded, 5.00%, 6/15/20 ................................... 10,000,000 10,840,400 Series B, Pre-Refunded, 5.00%, 6/15/22 ................................... 2,000,000 2,223,900 Series C, FSA Insured, 5.00%, 6/01/26 .................................... 5,000,000 5,202,850 Connecticut State Health and Educational Facilities Authority Revenue, Brunswick School, Series A, MBIA Insured, 5.00%, 7/01/29 ................. 5,000,000 4,575,250 Canterbury School, Series B, Radian Insured, 5.00%, 7/01/36 .............. 1,000,000 749,040 Catholic Health East, Series F, MBIA Insured, 5.75%, 11/15/29 ............ 3,250,000 3,165,338 Child Care Facilities Program, Series C, AMBAC Insured, 5.625%, 7/01/29 ............................................................... 1,215,000 1,179,826 Child Care Facilities Program, Series E, AMBAC Insured, 5.00%, 7/01/31 ............................................................... 1,000,000 921,610 Child Care Facilities Program, Series G, Assured Guaranty, 6.00%, 7/01/28 ............................................................... 2,250,000 2,438,573 Connecticut College, Series D-1, MBIA Insured, Pre-Refunded, 5.75%, 7/01/30 ............................................................... 1,000,000 1,073,330 Danbury Hospital Issue, Refunding, Series G, AMBAC Insured, 5.75%, 7/01/29 ............................................................... 3,500,000 2,936,290 Eastern Connecticut Health Network, Refunding, Series A, Radian Insured, 6.00%, 7/01/25 ............................................... 2,965,000 2,681,516 Eastern Connecticut Health Network, Refunding, Series C, Radian Insured, 5.125%, 7/01/30 .............................................. 2,500,000 1,789,825 Eastern Connecticut Health Network, Series A, Radian Insured, Pre-Refunded, 6.00%, 7/01/25 .......................................... 6,230,000 6,702,982 Fairfield University, Series I, MBIA Insured, Pre-Refunded, 5.50%, 7/01/29 ............................................................... 1,500,000 1,539,180 Fairfield University, Series M, 5.00%, 7/01/26 ........................... 450,000 451,967 Fairfield University, Series M, 5.00%, 7/01/34 ........................... 1,000,000 953,020 Fairfield University, Series N, 5.00%, 7/01/29 ........................... 7,000,000 6,428,450 Greenwich Academy, Series B, FSA Insured, Pre-Refunded, 5.00%, 3/01/32 ... 4,210,000 4,565,029 Hartford University, Series G, Radian Insured, 5.25%, 7/01/26 ............ 5,000,000 3,975,800 Hebrew Home and Hospital, Series B, FHA Insured, 5.15%, 8/01/28 .......... 3,130,000 3,107,088 Horace Bushnell Memorial Hall, Series A, MBIA Insured, 5.625%, 7/01/29 ... 1,000,000 1,012,630 Hospital for Special Care, Series C, Radian Insured, 5.25%, 7/01/37 ...... 2,500,000 1,739,750 Loomis Chafee School, Series G, 5.00%, 7/01/30 ........................... 3,000,000 2,934,360 Loomis Chafee School, Series G, 5.00%, 7/01/38 ........................... 6,285,000 5,996,518 114 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN CONNECTICUT TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ----------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) CONNECTICUT (CONTINUED) Connecticut State Health and Educational Facilities Authority Revenue, (continued) Lutheran General Health Care System, ETM, 7.375%, 7/01/19 ................ $ 400,000 $ 490,196 Miss Porter's School Issue, Series B, AMBAC Insured, 5.00%, 7/01/26 ...... 1,730,000 1,747,854 Miss Porter's School Issue, Series B, AMBAC Insured, 5.00%, 7/01/36 ...... 4,415,000 4,305,508 New Horizons Village Project, 7.30%, 11/01/16 ............................ 2,905,000 2,905,174 Norwich Free Academy, Series A, AMBAC Insured, 5.00%, 7/01/34 ............ 1,675,000 1,580,781 Quinnipiac University, Series H, AMBAC Insured, 5.00%, 7/01/36 ........... 5,000,000 4,681,750 Quinnipiac University, Series J, MBIA Insured, 5.00%, 7/01/37 ............ 15,000,000 14,174,850 Quinnipiac University, Series K1, MBIA Insured, 5.00%, 7/01/31 ........... 4,000,000 3,760,400 Renbrook School, Series A, AMBAC Insured, 5.00%, 7/01/37 ................. 1,170,000 1,164,653 Sacred Heart University, Refunding, Series E, Radian Insured, 5.00%, 7/01/28 ............................................................... 4,000,000 3,189,280 Sacred Heart University, Series C, 6.50%, 7/01/16 ........................ 205,000 199,633 Sacred Heart University, Series C, 6.625%, 7/01/26 ....................... 785,000 710,441 Salisbury School, Series C, Assured Guaranty, 5.00%, 7/01/38 ............. 5,000,000 4,835,400 Series B, MBIA Insured, 5.00%, 7/01/33 ................................... 2,000,000 1,681,640 St. Mary's Hospital, Refunding, Series E, 5.50%, 7/01/20 ................. 4,615,000 3,605,976 The William W. Backus Hospital, Series F, FSA Insured, 5.00%, 7/01/28 .... 1,500,000 1,433,655 The William W. Backus Hospital, Series F, FSA Insured, 5.125%, 7/01/35 ... 4,025,000 3,810,669 Trinity College, Refunding, Series J, MBIA Insured, 4.50%, 7/01/37 ....... 2,000,000 1,754,960 Trinity College, Series G, AMBAC Insured, Pre-Refunded, 5.00%, 7/01/31 ... 5,425,000 5,948,946 Trinity College, Series H, MBIA Insured, 5.00%, 7/01/26 .................. 1,855,000 1,873,865 Village Families and Children, Series A, AMBAC Insured, 5.00%, 7/01/32 ... 1,000,000 802,740 Westminster School, Series E, XLCA Insured, 5.00%, 7/01/37 ............... 10,660,000 10,223,047 Westover School, Series A, Radian Insured, Pre-Refunded, 5.70%, 7/01/30 .. 2,000,000 2,143,960 Yale University, Series Y-1, 5.00%, 7/01/35 .............................. 15,000,000 15,259,200 Yale University, Series Z-1, 5.00%, 7/01/42 .............................. 10,000,000 10,115,500 Yale-New Haven Hospital, Series J-1, AMBAC Insured, 5.00%, 7/01/31 ....... 12,500,000 11,247,875 Connecticut State HFAR, Housing Mortgage Finance Program, Refunding, Series E, Sub Series E-2, 5.20%, 11/15/21 ....................................................... 1,840,000 1,843,974 Housing Mortgage Finance Program, Series B, 6.10%, 11/15/31 .............. 2,715,000 2,716,683 Housing Mortgage Finance Program, Series E, Sub Series E-4, 5.05%, 5/15/28 ............................................................... 4,650,000 4,610,149 Housing Mortgage Finance Program, Series F, Sub Series F-2, 5.875%, 11/15/33 ................................................................. 5,000,000 5,142,800 Housing Mortgage Finance Program, Series F, Sub Series F-2, 6.00%, 11/15/38 .............................................................. 2,000,000 2,056,180 Special Obligation, Special Needs Housing, Series 1, AMBAC Insured, 5.00%, 6/15/22 ........................................................ 1,000,000 1,006,840 Special Obligation, Special Needs Housing, Series 1, AMBAC Insured, 5.00%, 6/15/32 ............................................................... 1,000,000 885,270 Connecticut State Higher Education Supplemental Loan Authority Revenue, Family Education Loan Program, Series A, AMBAC Insured, 6.00%, 11/15/18 ........................................... 570,000 517,549 MBIA Insured, 5.50%, 11/15/17............................................. 430,000 407,180 Connecticut State Revenue, Revolving Fund, Series A, 5.00%, 7/01/26 .................................................................. 6,025,000 6,256,541 7/01/27 .................................................................. 4,060,000 4,177,578 Connecticut State Special Tax Obligation Revenue, Transportation Infrastructure, Series A, FSA Insured, Pre-Refunded, 5.375%, 10/01/18 .................... 1,000,000 1,102,850 Series B, AMBAC Insured, 5.00%, 12/01/20 ................................. 5,000,000 5,154,300 Series B, AMBAC Insured, 5.00%, 12/01/22 ................................. 1,000,000 1,020,420 Annual Report | 115 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN CONNECTICUT TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ----------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) CONNECTICUT (CONTINUED) Greater New Haven Water Pollution Control Authority Regional Water Revenue, Refunding, Series A, MBIA Insured, 5.00%, 11/15/24 ....................... $ 3,315,000 $ 3,304,061 Refunding, Series A, MBIA Insured, 5.00%, 8/15/35 ........................ 3,750,000 3,485,212 Series A, FSA Insured, 5.00%, 11/15/37 ................................... 3,000,000 2,941,530 New Haven GO, Series C, MBIA Insured, ETM, 5.00%, 11/01/22 ..................................................... 25,000 26,686 Pre-Refunded, 5.00%, 11/01/22 ............................................ 2,975,000 3,305,879 South Central Regional Water Authority Water System Revenue, Eighteenth Series B, MBIA Insured, 5.25%, 8/01/29 ........................ 1,000,000 1,025,350 Eighteenth Series B, MBIA Insured, 5.25%, 8/01/32 ........................ 1,000,000 1,014,370 Eighteenth Series B-1, MBIA Insured, 5.00%, 8/01/26 ...................... 3,500,000 3,561,180 Refunding, Twenty-second Series, FSA Insured, 5.00%, 8/01/38 ............. 5,000,000 4,894,200 Series A, MBIA Insured, 5.00%, 8/01/33 ................................... 6,000,000 5,941,260 University of Connecticut Revenue, Student Fee, Refunding, Series A, FGIC Insured, 5.00%, 11/15/26 ....................... 10,000,000 10,217,400 Series A, 5.00%, 5/15/23 ................................................. 10,000,000 10,266,500 Series A, FGIC Insured, Pre-Refunded, 6.00%, 11/15/25 .................... 1,500,000 1,644,120 -------------- 313,962,442 -------------- U.S. TERRITORIES 21.7% PUERTO RICO 20.4% Children's Trust Fund Puerto Rico Tobacco Settlement Revenue, Asset-Backed Bonds, Refunding, 5.50%, 5/15/39 ........................................................... 4,000,000 2,716,400 Puerto Rico Commonwealth Aqueduct and Sewer Authority Revenue, senior lien, Series A, 6.00%, 7/01/44 ........................................................... 1,000,000 895,760 Assured Guaranty, 5.00%, 7/01/28 ......................................... 2,000,000 1,937,240 Puerto Rico Commonwealth GO, Public Improvement, MBIA Insured, Pre-Refunded, 5.75%, 7/01/26 ............................... 1,000,000 1,056,610 Refunding, FSA Insured, 5.125%, 7/01/30 .................................. 835,000 800,957 Series A, 5.00%, 7/01/29 ................................................. 1,000,000 827,120 Series A, 5.125%, 7/01/31 ................................................ 3,195,000 2,597,567 Series A, 5.00%, 7/01/33 ................................................. 465,000 362,700 Series A, 5.00%, 7/01/34 ................................................. 280,000 221,231 Series A, FGIC Insured, Pre-Refunded, 5.00%, 7/01/32 ..................... 1,000,000 1,116,880 Series A, Pre-Refunded, 5.125%, 7/01/31 .................................. 1,000,000 1,090,920 Series A, Pre-Refunded, 5.00%, 7/01/33 ................................... 535,000 605,914 Series B, 5.00%, 7/01/35 ................................................. 1,895,000 1,516,587 Series B, Pre-Refunded, 5.00%, 7/01/35 ................................... 3,105,000 3,628,317 Puerto Rico Commonwealth Highway and Transportation Authority Transportation Revenue, Refunding, Series A, 5.00%, 7/01/38 ...................................... 120,000 93,368 Series G, 5.00%, 7/01/33 ................................................. 400,000 316,564 Series G, Pre-Refunded, 5.00%, 7/01/33 ................................... 600,000 680,868 Puerto Rico Convention Center District Authority Hotel Occupancy Tax Revenue, Series A, AMBAC Insured, 5.00%, 7/01/31 ............................................ 5,000,000 4,058,150 Puerto Rico Electric Power Authority Power Revenue, Series HH, FSA Insured, Pre-Refunded, 5.25%, 7/01/29 ..................... 7,000,000 7,476,980 Series II, Pre-Refunded, 5.25%, 7/01/31 .................................. 1,000,000 1,125,800 Series RR, XLCA Insured, Pre-Refunded, 5.00%, 7/01/30 .................... 1,000,000 1,155,510 116 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN CONNECTICUT TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ----------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) U.S. TERRITORIES (CONTINUED) PUERTO RICO (CONTINUED) Puerto Rico Electric Power Authority Power Revenue, (continued) Series TT, 5.00%, 7/01/32 ................................................ $ 18,500,000 $ 15,443,800 Series WW, 5.50%, 7/01/38 ................................................ 6,700,000 5,918,110 Puerto Rico HFAR, Subordinated, Capital Fund Modernization, 5.125%, 12/01/27 .................................................................... 4,250,000 4,296,793 Puerto Rico Industrial Tourist Educational Medical and Environmental Control Facilities Financing Authority Industrial Revenue, Guaynabo Warehouse, Series A, 5.15%, 7/01/19 ......................................... 3,595,000 3,364,632 Puerto Rico Industrial Tourist Educational Medical and Environmental Control Facilities Revenue, University Plaza Project, Series A, MBIA Insured, 5.00%, 7/01/33 ........................................................... 1,000,000 803,610 Puerto Rico PBA Guaranteed Revenue, Government Facilities, Refunding, Series D, 5.375%, 7/01/33 ................................................ 1,995,000 1,686,274 Series D, Pre-Refunded, 5.375%, 7/01/33 .................................. 6,005,000 6,625,076 Series I, 5.00%, 7/01/36 ................................................. 1,000,000 786,430 Puerto Rico Public Finance Corp. Revenue, Commonwealth Appropriation, Series E, Pre-Refunded, 5.70%, 8/01/25 ...................................... 5,000,000 5,211,000 University of Puerto Rico Revenues, University System, Refunding, Series P, 5.00%, 6/01/26 ................................................. 5,000,000 3,985,950 Series Q, 5.00%, 6/01/36 ................................................. 1,500,000 1,098,735 -------------- 83,501,853 -------------- VIRGIN ISLANDS 1.3% Virgin Islands PFAR, Virgin Islands Matching Fund Loan Notes, senior lien, Refunding, Series A, 5.50%, 10/01/13 ................................................................. 2,500,000 2,480,975 10/01/22 ................................................................. 2,500,000 2,071,075 Virgin Islands Water and Power Authority Electric System Revenue, Refunding, 5.30%, 7/01/21 .................................................................. 1,000,000 893,740 -------------- 5,445,790 -------------- TOTAL U.S. TERRITORIES 88,947,643 -------------- TOTAL MUNICIPAL BONDS BEFORE SHORT TERM INVESTMENTS (COST $424,274,910) ........ 402,910,085 -------------- SHORT TERM INVESTMENTS 0.1% MUNICIPAL BONDS 0.1% CONNECTICUT 0.1% (a) Connecticut State Health and Educational Facilities Authority Revenue, Yale University, Series V-1, Daily VRDN and Put, 0.35%, 7/01/36 ........................... 200,000 200,000 Series V-2, Daily VRDN and Put, 0.35%, 7/01/36 ........................... 100,000 100,000 -------------- TOTAL SHORT TERM INVESTMENTS (COST $300,000) ................................... 300,000 -------------- TOTAL INVESTMENTS (COST $424,574,910) 98.6% .................................... 403,210,085 OTHER ASSETS, LESS LIABILITIES 1.4% ............................................ 5,676,056 -------------- NET ASSETS 100.0% .............................................................. $ 408,886,141 ============== See Abbreviations on page 238. (a) Variable rate demand notes (VRDNs) are tax-exempt obligations which contain a floating or variable interest rate adjustment formula and an unconditional right of demand to receive payment of the principal balance plus accrued interest at specified dates. The coupon rate shown represents the rate at period end. The accompanying notes are an integral part of these financial statements. Annual Report | 117 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN DOUBLE TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, -------------------------------------------------------- CLASS A 2009 2008(a) 2007 2006 2005 - ------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 11.10 $ 12.06 $ 11.98 $ 11.99 $ 12.06 -------- -------- -------- -------- -------- Income from investment operations(b): Net investment income(c) .................... 0.50 0.49 0.50 0.50 0.51 Net realized and unrealized gains (losses) .. (0.57) (0.96) 0.08 (0.01) (0.05) -------- -------- -------- -------- -------- Total from investment operations ............... (0.07) (0.47) 0.58 0.49 0.46 -------- -------- -------- -------- -------- Less distributions from: Net investment income ....................... (0.49) (0.49) (0.50) (0.50) (0.51) Net realized gains .......................... -- -- -- -- (0.02) -------- -------- -------- -------- -------- Total distributions ............................ (0.49) (0.49) (0.50) (0.50) (0.53) -------- -------- -------- -------- -------- Redemption fees(d, e) .......................... -- -- -- -- -- -------- -------- -------- -------- -------- Net asset value, end of year ................... $ 10.54 $ 11.10 $ 12.06 $ 11.98 $ 11.99 ======== ======== ======== ======== ======== Total return(f) ................................ (0.62)% (4.05)% 4.97% 4.13% 4.01% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 0.68% 0.69% 0.70% 0.71% 0.72% Net investment income .......................... 4.58% 4.14% 4.16% 4.17% 4.31% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $468,062 $462,515 $428,458 $370,481 $309,495 Portfolio turnover rate ........................ 14.45% 18.19% 10.88% 14.19% 10.46% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. 118 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN DOUBLE TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, -------------------------------------------------------- CLASS C 2009 2008(a) 2007 2006 2005 - ------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 11.14 $ 12.11 $ 12.01 $ 12.03 $ 12.10 ------- ------- ------- ------- ------- Income from investment operations(b): Net investment income(c) .................... 0.44 0.43 0.43 0.43 0.45 Net realized and unrealized gains (losses) .. (0.57) (0.97) 0.10 (0.02) (0.05) ------- ------- ------- ------- ------- Total from investment operations ............... (0.13) (0.54) 0.53 0.41 0.40 ------- ------- ------- ------- ------- Less distributions from: Net investment income ....................... (0.43) (0.43) (0.43) (0.43) (0.45) Net realized gains .......................... -- -- -- -- (0.02) ------- ------- ------- ------- ------- Total distributions ............................ (0.43) (0.43) (0.43) (0.43) (0.47) ------- ------- ------- ------- ------- Redemption fees(d, e) .......................... -- -- -- -- -- ------- ------- ------- ------- ------- Net asset value, end of year ................... $ 10.58 $ 11.14 $ 12.11 $ 12.01 $ 12.03 ======= ======= ======= ======= ======= Total return(f) ................................ (1.17)% (4.64)% 4.55% 3.47% 3.42% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 1.23% 1.24% 1.24% 1.26% 1.27% Net investment income .......................... 4.03% 3.59% 3.62% 3.62% 3.76% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $72,413 $66,985 $58,803 $55,931 $45,621 Portfolio turnover rate ........................ 14.45% 18.19% 10.88% 14.19% 10.46% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. Annual Report | 119 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 FRANKLIN DOUBLE TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ------------------------------------ ---------------- -------------- MUNICIPAL BONDS 97.0% U.S. TERRITORIES 97.0% GUAM 4.2% Guam Education Financing Foundation COP, 5.00%, 10/01/23 ....................... $ 2,500,000 $ 2,261,501 Guam International Airport Authority Revenue, Series A, MBIA Insured, 5.25%, 10/01/20 .................................. 1,725,000 1,795,984 Series A, MBIA Insured, 5.25%, 10/01/22 .................................. 700,000 721,175 Series B, MBIA Insured, 5.25%, 10/01/22 .................................. 1,000,000 1,030,250 Series B, MBIA Insured, 5.25%, 10/01/23 .................................. 1,000,000 1,025,260 Series C, MBIA Insured, 5.25%, 10/01/21 .................................. 5,000,000 4,708,600 Series C, MBIA Insured, 5.00%, 10/01/23 .................................. 5,000,000 4,419,500 Guam Power Authority Revenue, Refunding, Series A, MBIA Insured, 5.125%, 10/01/29 1,975,000 1,551,876 5.25%, 10/01/34 7,000,000 5,394,690 -------------- 22,908,836 -------------- PUERTO RICO 81.9% Children's Trust Fund Puerto Rico Tobacco Settlement Revenue, Asset-Backed Bonds, Refunding, 5.50%, 5/15/39 ............................................ 5,000,000 3,395,500 Puerto Rico Commonwealth Aqueduct and Sewer Authority Revenue, senior lien, Series A, 6.00%, 7/01/38 ................................................. 3,100,000 2,823,914 Assured Guaranty, 5.125%, 7/01/47 ........................................ 27,000,000 24,903,990 Puerto Rico Commonwealth GO, Public Improvement, MBIA Insured, Pre-Refunded, 5.75%, 7/01/26 ........... 3,000,000 3,169,830 Public Improvement, Refunding, Series A, 5.50%, 7/01/18 .................. 2,395,000 2,262,365 Public Improvement, Refunding, Series A, 5.50%, 7/01/32 .................. 10,000,000 8,661,300 Public Improvement, Series A, 5.375%, 7/01/28 ............................ 1,300,000 1,136,343 Public Improvement, Series A, 5.00%, 7/01/34 ............................. 1,800,000 1,422,198 Public Improvement, Series A, FGIC Insured, 5.125%, 7/01/31 .............. 3,315,000 2,723,670 Public Improvement, Series A, FGIC Insured, Pre-Refunded, 5.125%, 7/01/31 1,685,000 1,832,101 Public Improvement, Series B, 5.00%, 7/01/35 ............................. 1,825,000 1,460,566 Refunding, Series C, Sub Series C-7, MBIA Insured, 6.00%, 7/01/27 ........ 3,500,000 3,504,585 Refunding, Series C, Sub Series C-7, MBIA Insured, 6.00%, 7/01/28 ........ 1,195,000 1,190,818 Series A, 5.25%, 7/01/29 ................................................. 21,250,000 18,030,412 Series A, 5.25%, 7/01/30 ................................................. 8,575,000 7,216,548 Puerto Rico Commonwealth Highway and Transportation Authority Highway Revenue, Refunding, Series CC, FSA Insured, 5.25%, 7/01/32 ........................ 5,500,000 5,441,205 Refunding, Series CC, FSA Insured, 5.25%, 7/01/33 ........................ 5,000,000 4,945,450 Refunding, Series CC, FSA Insured, 5.25%, 7/01/34 ........................ 5,000,000 4,944,350 Series Y, Pre-Refunded, 5.50%, 7/01/36 ................................... 11,850,000 14,241,922 Puerto Rico Commonwealth Highway and Transportation Authority Transportation Revenue, Refunding, Series H, 5.00%, 7/01/35 ...................................... 20,000 15,652 Refunding, Series M, 5.00%, 7/01/37 ...................................... 5,455,000 4,318,996 Refunding, Series N, FGIC Insured, 5.25%, 7/01/39 ........................ 20,720,000 17,052,353 Series B, Pre-Refunded, 6.00%, 7/01/39 ................................... 10,000,000 10,710,800 Series D, Pre-Refunded, 5.375%, 7/01/36 .................................. 11,990,000 13,289,236 Series H, Pre-Refunded, 5.00%, 7/01/35 ................................... 80,000 90,782 Series K, Pre-Refunded, 5.00%, 7/01/40 ................................... 9,500,000 11,007,650 120 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN DOUBLE TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ------------------------------------ ---------------- -------------- MUNICIPAL BONDS (CONTINUED) U.S. TERRITORIES (CONTINUED) PUERTO RICO (CONTINUED) Puerto Rico Commonwealth Infrastructure Financing Authority Special Tax Revenue, 5.00%, 7/01/37 ........................................................... $ 15,250,000 $ 11,992,905 Series B, 5.00%, 7/01/31 ................................................. 7,500,000 6,122,325 Series B, 5.00%, 7/01/37 ................................................. 9,000,000 7,077,780 Series B, 5.00%, 7/01/41 ................................................. 7,920,000 6,135,386 Puerto Rico Convention Center District Authority Hotel Occupancy Tax Revenue, Series A, AMBAC Insured, 5.00%, 7/01/31 ............................................ 20,000,000 16,232,600 CIFG Insured, 5.00%, 7/01/27 ............................................. 900,000 764,559 Puerto Rico Electric Power Authority Power Revenue, Refunding, Series SS, FSA Insured, 5.00%, 7/01/30 ........................ 3,015,000 2,937,635 Refunding, Series UU, CIFG Insured, 5.00%, 7/01/26 ....................... 6,500,000 5,712,395 Series HH, FSA Insured, Pre-Refunded, 5.25%, 7/01/29 ..................... 1,605,000 1,714,365 Series II, Pre-Refunded, 5.25%, 7/01/31 .................................. 3,000,000 3,377,400 Series NN, Pre-Refunded, 5.125%, 7/01/29 ................................. 4,155,000 4,736,575 Series RR, FGIC Insured, 5.00%, 7/01/22 .................................. 7,000,000 6,334,090 Series TT, 5.00%, 7/01/27 ................................................ 5,000,000 4,340,550 Series TT, 5.00%, 7/01/32 ................................................ 24,300,000 20,285,640 Series TT, 5.00%, 7/01/37 ................................................ 2,235,000 1,823,380 Puerto Rico HFAR, Capital Fund Program, 4.60%, 12/01/24 .................................... 3,425,000 3,291,117 Capital Fund Program, Pre-Refunded, 4.60%, 12/01/24 ...................... 6,575,000 7,250,450 Subordinated, Capital Fund Modernization, 5.125%, 12/01/27 ............... 8,500,000 8,593,585 Puerto Rico HFC, HMR, MBS, Series A, GNMA Secured, 5.20%, 12/01/33 ............. 10,610,000 10,265,069 Puerto Rico Industrial Tourist Educational Medical and Environmental Control Facilities Financing Authority Hospital Revenue, Dr. Pila Hospital Project, Refunding, FHA Insured, 6.125%, 8/01/25 ....... 2,500,000 2,502,125 Dr. Pila Hospital Project, Refunding, FHA Insured, 6.25%, 8/01/32 ........ 500,000 499,970 Hospital Auxilio Mutuo Obligation Group Project, Series A, MBIA Insured, 6.25%, 7/01/24 8,445,000 8,444,409 Mennonite General Hospital Project, 5.625%, 7/01/17 ...................... 575,000 490,573 Mennonite General Hospital Project, 5.625%, 7/01/27 ...................... 1,950,000 1,385,865 Puerto Rico Industrial Tourist Educational Medical and Environmental Control Facilities Financing Authority Industrial Revenue, Guaynabo Municipal Government, 5.625%, 7/01/15 ........................... 5,355,000 5,291,543 Guaynabo Municipal Government, 5.625%, 7/01/22 ........................... 3,160,000 3,029,682 Guaynabo Warehouse, Series A, 5.15%, 7/01/19 ............................. 1,250,000 1,169,900 Guaynabo Warehouse, Series A, 5.20%, 7/01/24 ............................. 4,120,000 3,742,361 Puerto Rico Industrial Tourist Educational Medical and Environmental Control Facilities Revenue, Ana G. Mendez University System Project, Refunding, 5.375%, 12/01/21 ..... 2,000,000 1,680,700 Ana G. Mendez University System Project, Refunding, 5.375%, 2/01/29 ...... 7,850,000 5,873,919 Cogeneration Facility, AES Puerto Rico Project, 6.625%, 6/01/26 .......... 5,970,000 5,351,687 International American University of Puerto Rico Project, MBIA Insured, 4.25%, 10/01/24 ....................................................... 1,000,000 793,390 International American University of Puerto Rico Project, MBIA Insured, 4.375%, 10/01/25 ...................................................... 1,000,000 792,970 International American University of Puerto Rico Project, MBIA Insured, 4.50%, 10/01/29 ....................................................... 3,750,000 2,882,513 University Plaza Project, Series A, MBIA Insured, 5.00%, 7/01/33 ......... 6,000,000 4,821,660 Annual Report | 121 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN DOUBLE TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ------------------------------------ ---------------- -------------- MUNICIPAL BONDS (CONTINUED) U.S. TERRITORIES (CONTINUED) PUERTO RICO (CONTINUED) Puerto Rico Municipal Finance Agency GO, Series A, FSA Insured, 5.75%, 8/01/12 ........................................................... $ 7,500,000 $ 7,672,350 5.25%, 8/01/14 ........................................................... 1,500,000 1,534,635 Pre-Refunded, 5.50%, 8/01/23 ............................................. 7,400,000 7,627,032 Puerto Rico Municipal Finance Agency Revenue, Series A, FSA Insured, 5.00%, 8/01/27 .................................................................. 3,500,000 3,409,455 8/01/30 .................................................................. 9,000,000 8,545,950 Puerto Rico PBA Guaranteed Revenue, Government Facilities, Refunding, Series D, 5.375%, 7/01/33 ..................................... 3,430,000 2,899,208 Refunding, Series M, 6.25%, 7/01/21 ...................................... 5,000,000 5,033,650 Refunding, Series N, 5.00%, 7/01/32 ...................................... 5,000,000 4,006,400 Refunding, Series N, 5.00%, 7/01/37 ...................................... 10,000,000 7,938,800 Series D, Pre-Refunded, 5.375%, 7/01/33 .................................. 9,070,000 10,006,568 Series I, 5.25%, 7/01/33 ................................................. 4,450,000 3,668,268 Series I, 5.00%, 7/01/36 ................................................. 4,000,000 3,145,720 Series I, Pre-Refunded, 5.25%, 7/01/33 50,000 55,862 Series I, Pre-Refunded, 5.375%, 7/01/34 .................................. 5,000,000 5,616,850 Puerto Rico Port Authority Revenue, Series D, FGIC Insured, 6.00%, 7/01/21 ..... 1,250,000 1,127,700 Puerto Rico Public Finance Corp. Revenue, Commonwealth Appropriation, Series E, Pre-Refunded, 5.50%, 8/01/29 ............................................. 9,000,000 9,915,030 Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, Series A, 5.25%, 8/01/57 ..................................................................... 15,000,000 12,881,250 -------------- 442,618,337 -------------- VIRGIN ISLANDS 10.9% Virgin Islands HFA, SFR, Refunding, Series A, GNMA Secured, 6.45%, 3/01/16 ........................................................... 150,000 152,267 6.50%, 3/01/25 ........................................................... 390,000 391,638 Virgin Islands PFAR, Gross Receipts Taxes Loan Note, Radian Insured, 5.00%, 10/01/26 .......... 5,000,000 4,281,650 Gross Receipts Taxes Loan Note, Radian Insured, 5.00%, 10/01/33 .......... 9,220,000 7,442,107 Gross Receipts Taxes Loan Note, Refunding, ACA Insured, 5.00%, 10/01/31 .. 2,500,000 2,041,300 Gross Receipts Taxes Loan Note, Refunding, BHAC Insured, 5.00%, 10/01/28 .............................................................. 3,695,000 3,907,093 Virgin Islands Matching Fund Loan Notes, senior lien, Refunding, Series A, 5.50%, 10/01/18 ....................................................... 3,000,000 2,641,080 Virgin Islands Matching Fund Loan Notes, senior lien, Refunding, Series A, 5.50%, 10/01/22 ....................................................... 6,750,000 5,591,902 Virgin Islands Matching Fund Loan Notes, senior lien, Refunding, Series A, 5.625%, 10/01/25 ...................................................... 3,950,000 3,225,017 Virgin Islands Matching Fund Loan Notes, senior lien, Series A, 5.25%, 10/01/24 .............................................................. 2,000,000 1,755,520 Virgin Islands Port Authority Marine Revenue, Series A, FSA Insured, 5.25%, 9/01/18 ........................................................... 3,930,000 3,734,050 5.00%, 9/01/23 ........................................................... 10,000,000 8,751,400 Virgin Islands Water and Power Authority Electric System Revenue, Refunding, 5.30%, 7/01/18 ................................................ 4,175,000 3,889,138 Refunding, 5.30%, 7/01/21 ................................................ 1,000,000 893,740 Series A, 5.00%, 7/01/31 ................................................. 3,000,000 2,378,280 122 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN DOUBLE TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ------------------------------------ ---------------- -------------- MUNICIPAL BONDS (CONTINUED) U.S. TERRITORIES (CONTINUED) VIRGIN ISLANDS (CONTINUED) Virgin Islands Water and Power Authority Water System Revenue, Refunding, 5.25%, 7/01/12 ........................................................... $ 4,000,000 $ 3,997,280 5.50%, 7/01/17 ........................................................... 4,000,000 3,895,560 -------------- 58,969,022 -------------- TOTAL MUNICIPAL BONDS BEFORE SHORT TERM INVESTMENTS (COST $576,542,905) ........ 524,496,195 -------------- SHORT TERM INVESTMENTS (COST $1,005,585) 0.2% MUNICIPAL BONDS 0.2% U.S. TERRITORIES 0.2% PUERTO RICO 0.2% Puerto Rico Commonwealth TRAN, Series A, Sub Series A2, 3.00%, 7/30/09 ......... 1,000,000 1,006,900 -------------- TOTAL INVESTMENTS (COST $577,548,490) 97.2% .................................... 525,503,095 OTHER ASSETS, LESS LIABILITIES 2.8% ............................................ 14,972,600 -------------- NET ASSETS 100.0% .............................................................. $ 540,475,695 ============== See Abbreviations on page 238. The accompanying notes are an integral part of these financial statements. Annual Report | 123 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN FEDERAL INTERMEDIATE-TERM TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, --------------------------------------------------- CLASS A 2009 2008(a) 2007 2006 2005 - ------- -------- ------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 11.04 $ 11.47 $ 11.42 $ 11.51 $ 11.76 -------- ------- -------- -------- -------- Income from investment operations(b): Net investment income(c)..................... 0.43 0.42 0.42 0.42 0.42 Net realized and unrealized gains (losses) .. (0.05) (0.43) 0.05 (0.10) (0.25) -------- ------- -------- -------- -------- Total from investment operations ............... 0.38 (0.01) 0.47 0.32 0.17 -------- ------- -------- -------- -------- Less distributions from net investment income .. (0.43) (0.42) (0.42) (0.41) (0.42) -------- ------- -------- -------- -------- Redemption fees(d, e)........................... -- -- -- -- -- -------- ------- -------- -------- -------- Net asset value, end of year ................... $ 10.99 $11.04 $ 11.47 $ 11.42 $ 11.51 ======== ======= ======== ======== ======== Total return(f)................................. 3.48% (0.11)% 4.22% 2.83% 1.54% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 0.68% 0.71% 0.69% 0.69% 0.69% Net investment income .......................... 3.91% 3.67% 3.68% 3.64% 3.67% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $873,648 $699,833 $611,291 $540,348 $493,994 Portfolio turnover rate ........................ 13.05% 17.10% 8.94% 12.62% 9.14% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. 124 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN FEDERAL INTERMEDIATE-TERM TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ----------------------------------------------- CLASS C 2009 2008(a) 2007 2006 2005 - ------- ------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 11.06 $ 11.49 $ 11.44 $ 11.53 $ 11.77 ------- ------- ------- ------- ------- Income from investment operations(b): Net investment income(c)..................... 0.37 0.35 0.36 0.35 0.36 Net realized and unrealized gains (losses) .. (0.05) (0.42) 0.05 (0.09) (0.24) ------- ------- ------- ------- ------- Total from investment operations ............... 0.32 (0.07) 0.41 0.26 0.12 ------- ------- ------- ------- ------- Less distributions from net investment income .. (0.37) (0.36) (0.36) (0.35) (0.36) ------- ------- ------- ------- ------- Redemption fees(d, e)........................... -- -- -- -- -- ------- ------- ------- ------- ------- Net asset value, end of year ................... $ 11.01 $ 11.06 $ 11.49 $ 11.44 $ 11.53 ======= ======= ======= ======= ======= Total return(f)................................. 2.90% (0.66)% 3.65% 2.27% 1.05% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 1.23% 1.26% 1.24% 1.24% 1.24% Net investment income .......................... 3.36% 3.12% 3.13% 3.09% 3.12% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $91,164 $34,763 $28,510 $30,178 $23,384 Portfolio turnover rate ........................ 13.05% 17.10% 8.94% 12.62% 9.14% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. Annual Report | 125 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN FEDERAL INTERMEDIATE-TERM TAX-FREE INCOME FUND PERIOD ENDED FEBRUARY 28, 2009(a) ------------- ADVISOR CLASS PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ............ $10.58 ------ Income from investment operations(b): Net investment income(c) ..................... 0.11 Net realized and unrealized gains (losses) ... 0.42 ------ Total from investment operations ................ 0.53 ------ Less distributions from net investment income ... (0.11) ------ Net asset value, end of period .................. $11.00 ====== Total return(d) ................................. 5.00% RATIOS TO AVERAGE NET ASSETS(e) Expenses ........................................ 0.58% Net investment income ........................... 4.01% SUPPLEMENTAL DATA Net assets, end of period (000's) ............... $5,769 Portfolio turnover rate ......................... 13.05% (a) For the period December 1, 2008 (effective date) to February 28, 2009. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Total return is not annualized for periods less than one year. (e) Ratios are annualized for periods less than one year. The accompanying notes are an integral part of these financial statements. 126 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 FRANKLIN FEDERAL INTERMEDIATE-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ------------------------------------------------------- ---------------- -------------- MUNICIPAL BONDS 94.5% ALABAMA 5.3% Alabama Water Pollution Control Authority Revenue, Revolving Fund Loan, Refunding, Series B, AMBAC Insured, 4.625%, 8/15/13 .......................................................... $ 5,900,000 $ 6,193,938 4.125%, 2/15/14 .......................................................... 3,000,000 3,121,320 East Alabama Health Care Authority Health Care Facilities Revenue, Mandatory Put 9/01/18, Series A, 5.25%, 9/01/36 .......................... 10,000,000 9,352,100 Mandatory Put 9/01/18, Series B, 5.50%, 9/01/33 .......................... 13,500,000 12,734,415 Tax Anticipation Bond, Series A, MBIA Insured, 4.50%, 9/01/13 ............ 1,925,000 2,022,617 Tax Anticipation Bond, Series A, MBIA Insured, 4.625%, 9/01/14 ........... 2,010,000 2,097,435 Tax Anticipation Bond, Series A, MBIA Insured, 4.50%, 9/01/15 ............ 2,100,000 2,172,849 Huntsville Health Care Authority Revenue, Series A, MBIA Insured, 5.00%, 6/01/17 ........................................................... 2,900,000 2,995,468 Pre-Refunded, 4.80%, 6/01/13 ............................................. 2,400,000 2,656,680 Jefferson County GO, Capital Improvement wts., Series A, MBIA Insured, 5.00%, 4/01/17 .............................................................. 2,195,000 1,801,085 Jefferson County Limited Obligation School wts. Revenue, Series A, 5.25%, 1/01/16 ..................................................................... 2,000,000 1,138,280 Sylacauga GO, wts., AMBAC Insured, Pre-Refunded, 5.50%, 6/01/12 ................ 600,000 645,312 University of Alabama General Revenue, Series A, MBIA Insured, 5.00%, 7/01/15 .. 4,070,000 4,556,976 -------------- 51,488,475 -------------- ALASKA 0.4% Matanuska-Susitna Borough Lease Revenue, Goose Greek Correctional Center, Assured Guaranty, 5.00%, 9/01/19 ............................................ 3,650,000 4,012,810 -------------- ARIZONA 5.7% Arizona Health Facilities Authority Revenue, Banner Health, Series D, 5.50%, 1/01/22 .................................. 5,000,000 5,037,800 Banner Health, Series D, 5.00%, 1/01/23 .................................. 5,000,000 4,730,350 Series A, 5.00%, 1/01/22 ................................................. 8,000,000 7,651,520 Arizona School Facilities Board COP, 5.25%, 9/01/19 ............................ 10,000,000 10,701,800 Arizona School Facilities Board Revenue, Series B, FGIC Insured, 4.00%, 9/01/13 ..................................................................... 5,000,000 5,225,750 Arizona State Board of Regents Arizona State University System Revenue, Series C, 5.75%, 7/01/20 .................................................................. 500,000 574,230 7/01/21 .................................................................. 500,000 566,685 Arizona State University COP, Research Infrastructure Projects, AMBAC Insured, 5.25%, 9/01/16 .............................................................. 2,505,000 2,756,452 Glendale IDAR, John C Lincoln Health, Refunding, Series B, 5.00%, 12/01/18 ..... 5,605,000 5,060,979 Maricopa County GO, School District No. 97, Deer Valley School Improvement, Series A, FGIC Insured, 4.75%, 7/01/12 ...................................... 4,000,000 4,313,200 Maricopa County Hospital Revenue, Sun Health Corp., Pre-Refunded, 5.00%, 4/01/18 ..................................................................... 2,000,000 2,263,280 Mesa GO, Refunding, Series A, FGIC Insured, 4.20%, 7/01/16 ..................... 715,000 734,855 Scottsdale IDA Hospital Revenue, Scottsdale Healthcare, Refunding, Series A, 5.00%, 9/01/21 .............................................................. 4,000,000 3,609,040 Tempe Arizona IDA Lease Revenue, State University Foundation, AMBAC Insured, 4.00%, 7/01/15 .................................................................. 1,000,000 994,980 7/01/16 .................................................................. 1,000,000 983,740 -------------- 55,204,661 -------------- Annual Report | 127 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN FEDERAL INTERMEDIATE-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ------------------------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) ARKANSAS 0.7% Arkansas State Development Finance Authority Revenue, State Agencies Facilities, Corrections, Series B, FSA Insured, 5.00%, 11/01/17 ................................................................. $ 1,955,000 $ 2,149,679 11/01/19 ................................................................. 1,065,000 1,143,395 Conway Hospital Revenue, Conway Regional Medical Improvement, Refunding, Series A, 6.20%, 8/01/17 .................................................... 1,105,000 1,035,451 University of Arkansas University Revenues, Student Fee University of Arkansas at Fort Smith, FSA Insured, 4.75%, 12/01/15 ........................ 2,295,000 2,406,032 -------------- 6,734,557 -------------- CALIFORNIA 6.8% California Health Facilities Financing Authority Revenue, Catholic Healthcare West, Series L, 5.125%, 7/01/22 ...................... 10,000,000 9,801,200 Providence Health and Services, Series C, 6.00%, 10/01/18 ................ 500,000 555,335 Scripps Health, Series A, 5.00%, 10/01/21 ................................ 5,000,000 4,827,800 California State Department of Water Resources Power Supply Revenue, Series A, Pre-Refunded, 5.125%, 5/01/18 ............................................ 3,000,000 3,373,710 California State GO, Refunding, 5.00%, 2/01/17 ................................................ 3,000,000 3,115,110 Various Purpose, 5.25%, 11/01/17 ......................................... 10,000,000 10,552,000 Various Purpose, XLCA Insured, 5.00%, 11/01/22 ........................... 4,805,000 4,811,391 California Statewide CDA Revenue, Enloe Medical Center, Series A, California Mortgage Insured, 5.25%, 8/15/19 ........................................................... 1,990,000 2,027,034 5.375%, 8/15/20 .......................................................... 1,650,000 1,665,147 El Dorado Irrigation District COP, Refunding, Series A, Assured Guaranty, 5.00%, 8/01/22 ........................................................... 2,610,000 2,708,606 5.25%, 8/01/23 ........................................................... 2,860,000 2,988,185 Los Angeles Department of Water and Power Waterworks Revenue, Series B, MBIA Insured, 4.25%, 7/01/17 ..................................................... 4,000,000 4,178,120 Los Angeles USD, GO, Series A, MBIA Insured, 4.25%, 7/01/16 ................................... 2,500,000 2,572,525 Series F, 5.00%, 7/01/22 ................................................. 5,675,000 5,817,329 San Joaquin Hills Transportation Corridor Agency Toll Road Revenue, Capital Appreciation, Refunding, Series A, 5.65%, 1/15/17 ........................... 3,000,000 2,617,800 Tulare Joint UHSD, GO, Election of 2004, Series A, MBIA Insured, 5.00%, 8/01/16 ..................................................................... 2,870,000 3,154,847 Val Verde USD, COP, FGIC Insured, ETM, 5.00%, 1/01/15 .......................... 1,000,000 1,141,110 -------------- 65,907,249 -------------- COLORADO 3.0% Adams County PCR, Public Service Co. of Colorado Project, Refunding, Series A, MBIA Insured, 4.375%, 9/01/17 ............................................ 17,000,000 15,005,050 Denver City and County COP, Series B, AMBAC Insured, Pre-Refunded, 5.75%, 12/01/16 .................................................................... 3,000,000 3,268,260 E-470 Public Highway Authority Revenue, Series D1, MBIA Insured, 5.50%, 9/01/24 ..................................................................... 8,000,000 6,797,040 Public Authority for Colorado Energy Natural Gas Purchase Revenue, 5.75%, 11/15/18 .................................................................... 5,000,000 4,396,700 -------------- 29,467,050 -------------- 128 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN FEDERAL INTERMEDIATE-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ------------------------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) FLORIDA 9.8% Broward County School Board COP, Series A, FSA Insured, 5.00%, 7/01/16 ......... $ 5,915,000 $ 6,266,055 Collier County Capital Improvement Revenue, FGIC Insured, 4.60%, 10/01/13 ...... 1,000,000 1,050,390 Collier County School Board COP, FSA Insured, 5.00%, 2/15/22 ................... 5,075,000 5,164,777 Hillsborough County Capacity Assessment Special Assessment Revenue, Series 2006, FGIC Insured, 5.00%, 3/01/19 ................................................ 5,000,000 4,701,800 Hillsborough County IDA, PCR, Tampa Electric Co. Project, Series A, 5.65%, 5/15/18 ..................................................................... 6,500,000 6,403,345 Jacksonville Water and Sewer System Revenue, Series B, FSA Insured, 4.10%, 10/01/13 .................................................................... 3,000,000 3,000,600 Marion County Public Improvement Revenue, Refunding, MBIA Insured, 4.20%, 12/01/12 .......................................................... 1,400,000 1,471,134 4.30%, 12/01/13 .......................................................... 1,800,000 1,881,054 Miami-Dade County School Board COP, Series A, Assured Guaranty, 5.00%, 2/01/23 ..................................................................... 12,115,000 12,152,072 Orange County School Board COP, Series B, FGIC Insured, 5.00%, 8/01/18 .................................................................. 5,150,000 5,369,802 8/01/19 .................................................................. 5,985,000 6,175,323 Orlando Waste Water Services Revenue, Refunding, Series A, AMBAC Insured, 4.00%, 10/01/14 .................................................................... 5,000,000 5,161,350 Palm Beach County School Board COP, Series E, MBIA Insured, 5.00%, 8/01/21 ..... 6,060,000 6,244,224 Pasco County Solid Waste Disposal and Resource Recovery System Revenue, Series D, FSA Insured, 5.00%, 10/01/22 ................................................................. 9,490,000 9,733,323 10/01/24 ................................................................. 10,455,000 10,607,016 South Miami Health Facilities Authority Hospital Revenue, Baptist Health South Florida Group, 5.00%, 8/15/19 ............................................... 5,000,000 4,971,750 Tampa Bay Water Utility System Revenue, FGIC Insured, Pre-Refunded, 5.75%, 10/01/15 .............................. 1,000,000 1,108,290 Series B, FGIC Insured, Pre-Refunded, 4.75%, 10/01/16 .................... 3,400,000 3,682,540 -------------- 95,144,845 -------------- GEORGIA 0.7% Atlanta Tax Allocation, Atlantic Station Project, Refunding, Assured Guaranty, 5.25%, 12/01/20 ................................................................. 1,500,000 1,534,710 12/01/21 ................................................................. 1,000,000 1,016,030 Baldwin County Hospital Authority Revenue, Oconee Regional Medical Center, 5.30%, 12/01/13 ............................................................. 1,020,000 956,393 South Georgia Governmental Services Authority Revenue, FGIC Insured, 5.00%, 1/01/16 ..................................................................... 2,650,000 2,895,814 -------------- 6,402,947 -------------- HAWAII 0.3% Hawaii State Department of Budget and Finance Special Purpose Revenue, Kaiser Permanente, Series A, ETM ................................................... 2,500,000 2,525,000 -------------- ILLINOIS 1.7% Illinois Finance Authority Revenue, Rush University Medical Certificates Billing Group, Series A, 6.75%, 11/01/24 .................................... 5,000,000 5,069,250 Southwestern Illinois Development Authority Revenue, Local Government Program, Edwardsville Community, FSA Insured, 5.00%, 12/01/19 ........................ 11,005,000 11,868,452 -------------- 16,937,702 -------------- Annual Report | 129 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN FEDERAL INTERMEDIATE-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ------------------------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) KENTUCKY 0.2% Kentucky Economic Development Finance Authority Hospital System Revenue, Appalachian Regional Health Center Facility, Refunding and Improvement, 5.70%, 10/01/10 .......................................................... $ 1,000,000 $ 962,970 5.75%, 10/01/11 .......................................................... 1,500,000 1,406,250 -------------- 2,369,220 -------------- LOUISIANA 3.1% Louisiana State Citizens Property Insurance Corp. Assessment Revenue, Series B, AMBAC Insured, 5.00%, 6/01/19 ............................................... 20,000,000 17,766,400 New Orleans Aviation Board Revenue, Restructuring GARBS, Refunding, Series A-1, Assured Guaranty, 6.00%, 1/01/23 ............................................ 2,000,000 2,035,440 New Orleans GO, Radian Insured, 5.00%, 12/01/25 ................................ 7,915,000 6,663,638 St. John the Baptist Parish EDR, USX Corp. Project, Refunding, 5.35%, 12/01/13 .................................................................... 4,000,000 3,986,440 -------------- 30,451,918 -------------- MARYLAND 1.1% Maryland State EDC Student Housing Revenue, University of Maryland College Park Projects, Refunding, CIFG Insured, 5.00%, 6/01/19 .................................................................. 1,445,000 1,213,728 6/01/20 .................................................................. 1,000,000 820,990 Maryland State Health and Higher Educational Facilities Authority Revenue, Peninsula Regional Medical Center, 5.00%, 7/01/18 ........................ 1,600,000 1,596,352 Peninsula Regional Medical Center, 5.00%, 7/01/19 ........................ 1,430,000 1,410,638 Peninsula Regional Medical Center, 5.00%, 7/01/20 ........................ 1,000,000 972,960 Washington County Hospital, 5.25%, 1/01/22 ............................... 1,000,000 827,390 Washington County Hospital, 5.25%, 1/01/23 ............................... 1,250,000 1,017,812 Western Maryland Health, Refunding, Series A, MBIA Insured, 5.00%, 1/01/19 ............................................................... 3,020,000 3,041,895 -------------- 10,901,765 -------------- MASSACHUSETTS 1.4% Massachusetts Educational Financing Authority Education Loan Revenue, Series H, Assured Guaranty, 6.125%, 1/01/22 ........................................... 7,500,000 7,441,950 Massachusetts State Development Finance Agency Resource Recovery Revenue, Waste Management Inc. Project, Mandatory Put 12/01/09, Series A, 6.90%, 12/01/29 .. 3,000,000 3,026,520 Massachusetts State Health and Educational Facilities Authority Revenue, Caregroup, Series B-2, MBIA Insured, 5.375%, 2/01/26 ........................ 1,720,000 1,453,142 Massachusetts State Industrial Finance Agency Revenue, D'Youville Senior Care, 5.50%, 10/01/12 ............................................................. 1,435,000 1,443,409 -------------- 13,365,021 -------------- MICHIGAN 8.9% Detroit GO, Series A-1, MBIA Insured, 5.00%, 4/01/19 ................................. 5,000,000 4,141,300 Series B, FSA Insured, 5.00%, 4/01/18 .................................... 2,635,000 2,328,181 Series B, FSA Insured, 5.00%, 4/01/19 .................................... 2,515,000 2,156,990 130 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN FEDERAL INTERMEDIATE-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ------------------------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) MICHIGAN (CONTINUED) Michigan Municipal Bond Authority Revenue, Local Government Loan Program, Group A, Refunding, Series B, AMBAC Insured, 5.00%, 12/01/17 .......................................................... $ 1,000,000 $ 993,630 Local Government Loan Program, Group A, Refunding, Series B, AMBAC Insured, 5.00%, 12/01/18 .......................................................... 1,000,000 983,290 School District City of Detroit, FSA Insured, 5.00%, 6/01/17 ................ 10,000,000 10,933,700 Michigan State GO, Refunding, Series A, 5.25%, 11/01/22 ........................ 10,000,000 10,067,100 Michigan State Hospital Finance Authority Revenue, Ascension Health Credit, Series A, MBIA Insured, Pre-Refunded, 6.00%, 11/15/13 ................................................................. 1,200,000 1,256,784 Trinity Health Credit Group, Mandatory Put 12/01/17, Refunding, Series A, 6.00%, 12/01/34 .......................................................... 10,000,000 11,088,700 (a) Michigan State Revenue, Grant Anticipation Bonds, FSA Insured, 5.25%, 9/15/20 .. 7,500,000 7,760,400 Michigan State Strategic Fund Limited Obligation Revenue, Michigan House Republic Facilities, Series A, Assured Guaranty, 5.25%, 10/15/22 ................................................................. 4,000,000 4,273,720 10/15/23 ................................................................. 1,000,000 1,055,560 Michigan Tobacco Settlement Finance Authority Revenue, Tobacco Settlement Asset, Senior Series A, 5.25%, 6/01/22 ...................................... 10,000,000 7,647,200 Royal Oak Hospital Finance Authority Revenue, William Beaumont Hospital, Refunding, 6.25%, 9/01/14 ................................................... 3,000,000 3,119,790 Saginaw-Midland Municipal Water Supply Corp. Revenue GO, Water Supply System, Refunding, MBIA Insured, 4.25%, 9/01/13 ..................................... 1,245,000 1,329,722 South Lyon Community Schools GO, Refunding, FGIC Insured, 5.00%, 5/01/16 ....... 3,040,000 3,466,755 Wayne-Westland Community Schools GO, Refunding, 4.50%, 5/01/12 ........................................................... 1,035,000 1,111,155 4.625%, 5/01/13 .......................................................... 1,095,000 1,189,028 FSA Insured, 5.00%, 5/01/16 .............................................. 2,825,000 3,106,116 Western Townships Utilities Authority GO, Refunding, MBIA Insured, 4.75%, 1/01/17 ..................................................................... 4,290,000 4,341,094 Wyandotte Electric Revenue, Refunding, Assured Guaranty, 5.00%, 10/01/17 ....... 3,955,000 4,142,981 -------------- 86,493,196 -------------- MINNESOTA 1.9% Chaska ISD No. 112 GO, Refunding, Series A, 5.00%, 2/01/16 ..................... 4,000,000 4,083,360 Minneapolis GO, Various Purpose, 5.00%, 12/01/17 .......................................................... 2,480,000 2,627,635 Pre-Refunded, 5.00%, 12/01/17 ............................................ 520,000 572,385 Minneapolis Special School District No. 001 COP, Refunding, Series B, FGIC Insured, 4.625%, 2/01/17 .................................................... 1,000,000 1,031,400 Mounds View ISD No. 621 GO, MBIA Insured, 5.00%, 2/01/14 .................................................................. 2,340,000 2,508,503 2/01/15 .................................................................. 2,425,000 2,585,559 2/01/16 .................................................................. 2,460,000 2,607,969 Ramsey County GO, Capital Improvement Plan, Series A, 4.75%, 2/01/15 ........... 2,215,000 2,353,925 -------------- 18,370,736 -------------- MISSOURI 2.6% Hannibal IDA Health Facilities Revenue, Refunding, 5.00%, 3/01/19 .............. 1,675,000 1,405,057 Jackson County Reorganized School District No. 7 Lee's Summit GO, School Building, MBIA Insured, 5.00%, 3/01/16 ...................................... 2,000,000 2,177,380 Annual Report | 131 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN FEDERAL INTERMEDIATE-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ------------------------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) MISSOURI (CONTINUED) Missouri Joint Municipal Electric Utility Commission Power Project Revenue, Plum Point Project, MBIA Insured, 5.00%, 1/01/17 .................................................................. $ 1,500,000 $ 1,488,405 1/01/19 .................................................................. 1,000,000 950,810 Southeast Missouri State University System Facilities Revenue, Refunding and Improvement, MBIA Insured, 4.375%, 4/01/12 .......................................................... 335,000 352,276 4.50%, 4/01/14 ........................................................... 545,000 566,337 4.60%, 4/01/15 ........................................................... 1,360,000 1,406,199 4.70%, 4/01/16 ........................................................... 1,165,000 1,202,396 Springfield Public Utility Revenue, FGIC Insured, 4.50%, 8/01/21 ............... 15,245,000 15,938,038 -------------- 25,486,898 -------------- NEVADA 0.5% Clark County School District GO, Refunding, Series A, MBIA Insured, 4.50%, 6/15/19 ..................................................................... 5,000,000 4,975,300 -------------- NEW JERSEY 2.6% Gloucester County Improvement Authority Solid Waste Resource Recovery Revenue, Waste Management Inc. Project, Mandatory Put 12/01/09, Refunding, Series A, 6.85%, 12/01/29 ............................................................. 2,625,000 2,647,260 Hudson County Improvement Authority Solid Waste Systems Revenue, Refunding, Series 1, 5.90%, 1/01/15 .................................................... 755,000 693,060 New Jersey State COP, Equipment Lease Purchase, Series A, AMBAC Insured, 5.00%, 6/15/17 ..................................................................... 5,000,000 5,365,950 New Jersey State Transportation Trust Fund Authority Revenue, Transportation System, Refunding, Series C, FSA Insured, 4.50%, 12/15/10 ................... 10,000,000 10,530,400 Series D, FSA Insured, 5.00%, 6/15/19 ....................................... 5,630,000 5,984,634 -------------- 25,221,304 -------------- NEW YORK 13.2% Erie County IDA School Facility Revenue, City School District Buffalo Project, Series A, FSA Insured, 5.75%, 5/01/22 ....................................... 5,000,000 5,352,150 Liverpool Central School District GO, Refunding, FSA Insured, 5.00%, 7/15/14 ... 1,560,000 1,685,549 Long Island Power Authority Electric System Revenue, General, Refunding, Series A, FGIC Insured, 5.00%, 12/01/19 ....................... 7,000,000 7,297,290 Series E, FGIC Insured, 5.00%, 12/01/18 .................................. 8,500,000 9,019,945 MTA Commuter Facilities Revenue, Services Contract, Series R, ETM, 5.50%, 7/01/11 ..................................................................... 2,215,000 2,256,110 MTA Revenue, Transportation, Refunding, Series F, 5.00%, 11/15/15 ..................................... 1,250,000 1,350,162 Series A, FSA Insured, 5.00%, 11/15/20 ................................... 5,000,000 5,333,650 Series C, 5.00%, 11/15/16 ................................................ 1,150,000 1,239,700 Series C, 5.75%, 11/15/18 ................................................ 15,000,000 17,001,450 MTA Transit Facilities Revenue, Series A, Pre-Refunded, 6.00%, 7/01/15 ......... 1,500,000 1,527,150 New York City GO, Refunding, Series C, MBIA Insured, 5.875%, 8/01/16 ....................... 5,000 5,227 Refunding, Series G, 5.00%, 8/01/21 ...................................... 7,000,000 7,105,280 Refunding, Series H, 5.00%, 8/01/17 ...................................... 4,330,000 4,521,429 Series C, MBIA Insured, Pre-Refunded, 5.875%, 8/01/16 .................... 1,245,000 1,344,314 Series D1, 5.00%, 12/01/21 ............................................... 5,000,000 5,059,650 Series F, 4.75%, 1/15/16 ................................................. 3,000,000 3,094,860 Series H, 5.00%, 8/01/16 ................................................. 3,000,000 3,157,920 132 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN FEDERAL INTERMEDIATE-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ------------------------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) NEW YORK (CONTINUED) New York City GO, (continued) Series J, Sub Series J-1, FSA Insured, 5.00%, 6/01/20 .................... $ 10,000,000 $ 10,274,300 Series O, 5.00%, 6/01/19 ................................................. 5,000,000 5,137,150 New York City Transitional Finance Authority Building Aid Revenue, Fiscal 2009, Series S-3, 5.00%, 1/15/23 ............................................ 5,000,000 5,140,900 New York City Transitional Finance Authority Revenue, Series C, 4.50%, 2/15/13 ..................................................................... 4,500,000 4,800,375 New York State Dormitory Authority Revenue, Mortgage, St. Barnabas, Series B, FHA Insured, 4.25%, 8/01/14 .............................................. 2,355,000 2,465,991 New York State Dormitory Authority Revenues, State Supported Debt, 2008, Mental Health, Refunding, Series D, MBIA Insured, 5.00%, 8/15/17 ............ 190,000 189,322 New York State Energy Research and Development Authority PCR, New York State Electric and Gas Corp. Project, MBIA Insured, 4.10%, 3/15/15 ................ 7,000,000 7,067,620 New York State Thruway Authority General Revenue, Refunding, Series H, FGIC Insured, 5.00%, 1/01/22 ..................................................... 10,000,000 10,419,400 Rockland County Solid Waste Management Authority Revenue, Refunding, Series A, Assured Guaranty, 5.375%, 12/15/18 ....................................... 5,365,000 5,929,452 -------------- 127,776,346 -------------- NORTH CAROLINA 5.0% Asheville Water System Revenue, FSA Insured, Pre-Refunded, 5.25%, 8/01/15 .................................................................. 915,000 1,002,703 8/01/17 .................................................................. 1,020,000 1,117,767 8/01/19 .................................................................. 1,030,000 1,128,725 Charlotte Water and Sewer System Revenue, 5.00%, 6/01/16 ....................... 4,000,000 4,239,920 Charlotte-Mecklenburg Hospital Authority Health Care System Revenue, Carolinas HealthCare System, Series A, FSA Insured, 5.00%, 1/15/22 .................... 10,000,000 10,300,800 North Carolina Eastern Municipal Power Agency Power System Revenue, Refunding, Series A, Assured Guaranty, 5.25%, 1/01/19 ....................... 15,000,000 15,589,350 Series C, Assured Guaranty, 6.00%, 1/01/19 .................................. 2,500,000 2,669,975 Series D, 6.45%, 1/01/14 .................................................... 1,000,000 1,024,770 North Carolina Municipal Power Agency No. 1 Catawba Electric Revenue, Catawba Electric, Refunding, Series A, 5.25%, 1/01/20 ............................... 4,500,000 4,630,905 Wake County GO, Public Improvement, 4.50%, 3/01/14 ............................. 6,400,000 6,829,696 -------------- 48,534,611 -------------- OHIO 5.4% Akron GO, Various Purpose, Refunding and Improvement, MBIA Insured, 4.125%, 12/01/14 .................................................................... 1,000,000 1,037,700 Allen County GO, Refunding, AMBAC Insured, 4.75%, 12/01/17 ..................... 2,180,000 2,300,881 American Municipal Power Inc. Revenue, Refunding, 5.25%, 2/15/20 .................................................................. 6,000,000 6,355,500 2/15/21 .................................................................. 11,500,000 11,982,885 Buckeye Tobacco Settlement Financing Authority Revenue, Asset-Backed, Senior Current Interest Turbo Term Bond, Series A-2, 5.375%, 6/01/24 ............... 4,860,000 3,657,150 Cleveland Municipal School District GO, FSA Insured, 5.00%, 12/01/14 ................................................................. 1,915,000 2,143,766 12/01/15 ................................................................. 1,510,000 1,663,869 12/01/16 ................................................................. 1,400,000 1,529,136 Franklin County Health Care Facilities Revenue, Presbyterian Retirement Services, Refunding, 5.40%, 7/01/10 ........................................................... 775,000 760,058 5.50%, 7/01/11 ........................................................... 500,000 483,175 Annual Report | 133 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN FEDERAL INTERMEDIATE-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ------------------------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) OHIO (CONTINUED) Lake Local School District Wood County GO, MBIA Insured, 5.20%, 12/01/17 .......................................................... $ 375,000 $ 401,126 Pre-Refunded, 5.20%, 12/01/17 ............................................ 2,190,000 2,443,558 Lakewood City School District GO, School Improvement, Refunding, FSA Insured, 4.50%, 12/01/22 ............................................................. 2,900,000 2,969,339 Mahoning County Sewer System Revenue, AMBAC Insured, 5.20%, 12/01/14 ........... 1,360,000 1,429,197 Mason City School District GO, School Improvement, Refunding, FGIC Insured, 5.00%, 12/01/15 ............................................................. 2,670,000 3,044,334 Montgomery County Revenue, Miami Valley Hospital, Mandatory Put 11/15/14, Refunding, Series B, 5.25%, 11/15/39 ........................................ 4,000,000 4,005,520 Nordonia Hills City School District GO, School Improvement, Refunding, FGIC Insured, 4.50%, 12/01/21 .................................................... 2,360,000 2,415,649 University of Akron General Receipts Revenue, FGIC Insured, Pre-Refunded, 5.75%, 1/01/14 .............................................................. 2,000,000 2,104,180 Youngstown GO, AMBAC Insured, 6.125%, 12/01/15 ................................. 1,275,000 1,358,665 -------------- 52,085,688 -------------- OREGON 1.8% Deschutes County Hospital Facilities Authority Hospital Revenue, Cascade Healthcare, Refunding, 7.375%, 1/01/23 ...................................... 2,000,000 2,137,340 Oregon State Department of Administrative Services COP, Series A, FGIC Insured, 5.00%, 11/01/19 ............................................................. 2,340,000 2,570,607 Portland Sewer System Revenue, second lien, Series B, MBIA Insured, 5.00%, 6/15/18 .................................................................. 3,135,000 3,496,591 6/15/19 .................................................................. 3,290,000 3,613,440 Salem Water and Sewer Revenue, MBIA Insured, 4.10%, 6/01/16 ............................................. 1,035,000 1,067,892 Refunding, FSA Insured, 4.375%, 6/01/11 .................................. 2,160,000 2,294,870 Refunding, FSA Insured, 4.50%, 6/01/12 ................................... 2,250,000 2,442,623 -------------- 17,623,363 -------------- PENNSYLVANIA 2.2% Allegheny County Hospital Development Authority Revenue, University of Pittsburgh Medical Center, Series B, 5.00%, 6/15/18 ......................... 5,000,000 5,127,800 Allegheny County IDAR, Pollution Control, Refunding, Series A, AMBAC Insured, 4.35%, 12/01/13 ............................................................. 5,000,000 5,339,400 Pennsylvania State Turnpike Commission Turnpike Revenue, Refunding, Series C, Sub Series C-1, Assured Guaranty, 6.00%, 6/01/23 ............................ 10,000,000 11,051,500 -------------- 21,518,700 -------------- SOUTH CAROLINA 0.9% Charleston County Resource Recovery Revenue, Foster Wheeler Charleston, Refunding, AMBAC Insured, 5.25%, 1/01/10 .................................... 1,000,000 1,022,200 Rock Hill Utility System Revenue, Refunding and Improvement, Series A, FSA Insured, 4.00%, 1/01/14 ..................................................... 2,000,000 2,112,480 Scago Educational Facilities Corp. for Pickens School District Revenue, Pickens County Project, FSA Insured, 5.00%, 12/01/18 ................................ 5,000,000 5,174,800 -------------- 8,309,480 -------------- TENNESSEE 0.5% Tennessee Energy Acquisition Corp. Gas Revenue, Series C, 5.00%, 2/01/22 ....... 6,500,000 4,634,435 -------------- 134 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN FEDERAL INTERMEDIATE-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ------------------------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) TEXAS 6.2% Dallas County Utility and Reclamation District GO, Refunding, Series A, AMBAC Insured, 5.15%, 2/15/21 ..................................... $ 3,025,000 $ 2,948,558 Series B, AMBAC Insured, 5.15%, 2/15/21 ..................................... 8,025,000 7,822,208 Dallas Waterworks and Sewer System Revenue, Refunding, AMBAC Insured, 4.50%, 10/01/19 ............................................................. 10,000,000 10,560,400 Harris County Hospital District Revenue, senior lien, Refunding, Series A, MBIA Insured, 5.00%, 2/15/22 ..................................... 4,165,000 4,056,502 Houston Hotel Occupancy Tax and Special Revenue, Convention and Entertainment, Series B, AMBAC Insured, 5.00%, 9/01/11 ............................................... 6,000,000 6,456,660 Laredo ISD Public Facility Corp. Lease Revenue, Series C, AMBAC Insured, 5.00%, 8/01/19 .............................................................. 1,000,000 1,034,320 Port Corpus Christi Nueces County General Revenue, Union Pacific, Refunding, 5.35%, 11/01/10 ............................................................. 2,500,000 2,500,500 Sabine River Authority PCR, Southwestern Electric Co., Refunding, MBIA Insured, 4.95%, 3/01/18 ..................................................... 15,000,000 15,075,600 Travis County Health Facilities Development Corp. Revenue, Ascension Health Credit, Series A, MBIA Insured, Pre-Refunded, 6.25%, 11/15/17 ....... 1,500,000 1,573,575 Tyler Health Facilities Development Corp. Hospital Revenue, East Texas Medical Center, Refunding and Improvement, Series A, 5.25%, 11/01/22 ................................................................. 5,000,000 3,890,300 11/01/23 ................................................................. 5,000,000 3,835,750 -------------- 59,754,373 -------------- UTAH 0.2% Salt Lake County College Revenue, Refunding, 5.00%, 10/01/19 ................... 2,585,000 2,128,618 -------------- U.S. TERRITORIES 2.4% PUERTO RICO 1.9% Puerto Rico Commonwealth Infrastructure Financing Authority Special Tax Revenue, Refunding, Series C, AMBAC Insured, 5.50%, 7/01/24 ..................................... 10,000,000 9,354,500 Puerto Rico Electric Power Authority Power Revenue, Refunding, Series SS, MBIA Insured, 5.00%, 7/01/24 .............................................................. 10,000,000 9,045,800 -------------- 18,400,300 -------------- VIRGIN ISLANDS 0.5% Virgin Islands PFAR, senior lien, Refunding, Series A, 5.30%, 10/01/11 ......... 4,000,000 4,006,400 Virgin Islands Water and Power Authority Water System Revenue, Refunding, 5.00%, 7/01/09 .............................................................. 520,000 514,790 -------------- 4,521,190 -------------- TOTAL U.S. TERRITORIES ......................................................... 22,921,490 -------------- TOTAL MUNICIPAL BONDS BEFORE SHORT TERM INVESTMENTS (COST $924,377,357) ........ 916,747,758 -------------- SHORT TERM INVESTMENTS 4.6% MUNICIPAL BONDS 4.6% COLORADO 0.4% (b) Colorado Educational and Cultural Facilities Authority Revenue, National Jewish Federation Bond Program, Refunding, Series D-1, Daily VRDN and Put, 0.65%, 7/01/36 ................ 3,380,000 3,380,000 Series A-7, Daily VRDN and Put, 0.65%, 7/01/29 ........................... 600,000 600,000 -------------- 3,980,000 -------------- Annual Report | 135 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN FEDERAL INTERMEDIATE-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ------------------------------------------------------- ---------------- -------------- SHORT TERM INVESTMENTS (CONTINUED) MUNICIPAL BONDS (CONTINUED) CONNECTICUT 0.1% (b) Connecticut State Health and Educational Facilities Authority Revenue, Yale University, Series V-2, Daily VRDN and Put, 0.35%, 7/01/36 .............................. $ 1,300,000 $ 1,300,000 -------------- FLORIDA 0.2% (b) Broward County Educational Facilities Authority Revenue, Nova Southeastern University, Series A, Daily VRDN and Put, 0.60%, 4/01/38 ................................ 2,100,000 2,100,000 -------------- KENTUCKY 0.2% (b) Breckinridge County Lease Program Revenue, Kentucky Assn. Counties Leasing Trust, Series A, Daily VRDN and Put, 0.60%, 2/01/32 ................. 1,110,000 1,110,000 (b) Lexington-Fayette Urban County Airport Board General Airport Revenue, Refunding, Series B, Daily VRDN and Put, 0.65%, 7/01/38 ..................... 185,000 185,000 (b) Shelby County Lease Revenue, Series A, Daily VRDN and Put, 0.60%, 9/01/34 ...... 1,120,000 1,120,000 -------------- 2,415,000 -------------- MARYLAND 0.4% (b) Maryland State EDC, EDR, U.S. Pharmacopeial, Refunding, Series A, Daily VRDN and Put, 0.60%, 7/01/38 ................................................ 2,700,000 2,700,000 (b) Maryland State Health and Higher Educational Facilities Authority Revenue, Upper Chesapeake Hospital, Refunding, Series A, Daily VRDN and Put, 0.60%, 1/01/43 ........................................................... 800,000 800,000 -------------- 3,500,000 -------------- MASSACHUSETTS 0.2% (b) Massachusetts State Health and Educational Facilities Authority Revenue, Stonehill College, Series K, Daily VRDN and Put, 0.45%, 7/01/37 ................................ 1,900,000 1,900,000 -------------- NEVADA 0.3% (b) Clark County School District GO, Series A, FSA Insured, Daily VRDN and Put, 0.62%, 6/15/21 ......................................................... 3,270,000 3,270,000 -------------- NEW YORK 0.1% (b) New York City GO, Refunding, Series H, Sub Series H-3, FSA Insured, Daily VRDN and Put, 0.60%, 8/01/14 ................................................ 600,000 600,000 -------------- OHIO 0.8% (b) Allen County Hospital Facilities Revenue, Catholic Healthcare, Series A, Daily VRDN and Put, 0.55%, 10/01/31 ......................................... 2,100,000 2,100,000 (b) Cuyahoga County Revenue, Cleveland Clinic Health System Obligated Group, Series B, Sub Series B-1, Daily VRDN and Put, 0.50%, 1/01/39 ................ 5,400,000 5,400,000 -------------- 7,500,000 -------------- TENNESSEE 1.9% (b) Clarksville PBA Revenue, Metropolitan Government Nashville & Davidson, Refunding, Daily VRDN and Put, 0.60%, 7/01/26 ...................................................... 4,700,000 4,700,000 Pooled Financing, Tennessee Municipal Bond Fund, Daily VRDN and Put, 0.60%, 1/01/33 .................................................................. 3,050,000 3,050,000 Pooled Financing, Tennessee Municipal Bond Fund, Daily VRDN and Put, 0.60%, 11/01/35 ................................................................. 2,100,000 2,100,000 136 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN FEDERAL INTERMEDIATE-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ------------------------------------------------------- ---------------- -------------- SHORT TERM INVESTMENTS (CONTINUED) MUNICIPAL BONDS (CONTINUED) TENNESSEE (CONTINUED) (b) Montgomery County PBA Pooled Financing Revenue, Tennessee County Loan Pool, Daily VRDN and Put, 0.60%, 4/01/32 .................................................................. $ 5,300,000 $ 5,300,000 7/01/34 .................................................................. 3,300,000 3,300,000 -------------- 18,450,000 -------------- TOTAL SHORT TERM INVESTMENTS (COST $45,015,000) ................................ 45,015,000 -------------- TOTAL INVESTMENTS (COST $969,392,357) 99.1% .................................... 961,762,758 OTHER ASSETS, LESS LIABILITIES 0.9% ............................................ 8,818,414 -------------- NET ASSETS 100.0% .............................................................. $ 970,581,172 ============== See Abbreviations on page 238. (a) Security purchased on a delayed delivery basis. See Note 1(b). (b) Variable rate demand notes (VRDNs) are tax-exempt obligations which contain a floating or variable interest rate adjustment formula and an unconditional right of demand to receive payment of the principal balance plus accrued interest at specified dates. The coupon rate shown represents the rate at period end. The accompanying notes are an integral part of these financial statements. Annual Report | 137 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN FEDERAL LIMITED-TERM TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ------------------------------------------------ CLASS A 2009 2008(a) 2007 2006 2005 - ------- -------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 9.96 $ 9.93 $ 9.91 $ 9.99 $ 10.12 -------- ------- ------- ------- ------- Income from investment operations(b): Net investment income(c) .................... 0.27 0.31 0.29 0.21 0.15 Net realized and unrealized gains (losses) .. 0.16 0.05 0.02 (0.09) (0.14) -------- ------- ------- ------- ------- Total from investment operations ............... 0.43 0.36 0.31 0.12 0.01 -------- ------- ------- ------- ------- Less distributions from net investment income .. (0.28) (0.33) (0.29) (0.20) (0.14) -------- ------- ------- ------- ------- Redemption fees(d, e) .......................... -- -- -- -- -- -------- ------- ------- ------- ------- Net asset value, end of year ................... $ 10.11 $ 9.96 $ 9.93 $ 9.91 $ 9.99 ======== ======= ======= ======= ======= Total return(f) ................................ 4.33% 3.64% 3.20% 1.23% 0.14% RATIOS TO AVERAGE NET ASSETS Expenses before waiver and payments by affiliates .................................. 1.03% 1.19% 1.16% 1.09% 1.13% Expenses net of waiver and payments by affiliates .................................. 0.53% 0.50% 0.50% 0.50% 0.50% Net investment income .......................... 2.70% 3.12% 2.88% 2.07% 1.49% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $184,887 $43,914 $18,683 $26,005 $33,254 Portfolio turnover rate ........................ 12.69% 18.39% 57.74% 32.42% 15.79% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. 138 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 FRANKLIN FEDERAL LIMITED-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - -------------------------------------------------- ---------------- -------------- MUNICIPAL BONDS 73.3% ALABAMA 1.0% East Alabama Health Care Authority Health Care Facilities Revenue, Mandatory Put 9/01/13, Series B, 5.00%, 9/01/33 ............................. $ 1,000,000 $ 976,640 Mandatory Put 9/01/18, Series A, 5.25%, 9/01/36 ............................. 1,000,000 935,210 -------------- 1,911,850 -------------- CALIFORNIA 12.9% Alameda-Contra Costa Transit District COP, FHR Computer System Project, 4.00%, 8/01/12 .............................................................. 925,000 971,898 Brea and Olinda USD, GO, Election of 1999, Series A, FGIC Insured, 2.60%, 8/01/09 ..................................................................... 120,000 120,701 California Educational Facilities Authority Revenue, Santa Clara University, Refunding, Series A, FSA Insured, 2.625%, 9/01/09 ........................... 100,000 100,933 California Health Facilities Financing Authority Revenue, Catholic Healthcare West, Series G, 5.00%, 7/01/09 .......................... 750,000 759,150 Sutter Health, Series A, 5.00%, 8/15/12 ..................................... 1,000,000 1,060,300 California State Economic Recovery GO, Series A, 4.00%, 7/01/10 .............................................................. 1,000,000 1,032,660 5.25%, 7/01/13 .............................................................. 200,000 217,270 California State GO, Refunding, 5.00%, 4/01/15 .............................................................. 500,000 535,060 FSA Insured, 5.25%, 2/01/10 ................................................. 445,000 457,825 California Statewide CDA, PCR, Southern California Edison Co., Mandatory Put 4/01/13, Refunding, Series A, XLCA Insured, 4.10%, 4/01/28 ........................... 1,500,000 1,453,470 California Statewide CDA Revenue, CHF-Irvine LLC, UCI East Campus Apartments, Phase II, 5.00%, 5/15/14 ........ 1,000,000 930,880 Methodist Hospital of Southern California Project, FHA Insured, 5.50%, 2/01/13 .................................................................. 2,430,000 2,602,336 Fontana PFA Lease Revenue, AMBAC Insured, 5.00%, 9/01/14 ....................... 375,000 401,719 Hercules RDA Tax Allocation Revenue, Series A, AMBAC Insured, 5.00%, 8/01/14 ... 1,430,000 1,571,770 Long Beach Bond Finance Authority Natural Gas Purchase Revenue, Series A, 5.00%, 11/15/09 .................................................................... 400,000 395,536 Lynwood USD, GO, Election of 2002, Series A, FSA Insured, 4.00%, 8/01/10 ....... 100,000 103,243 Northern California Power Agency Public Power Revenue, Hydroelectric Project No. 1, Refunding, Series C, Assured Guaranty, 5.00%, 7/01/15 .................................. 1,000,000 1,118,070 Pacifica COP, AMBAC Insured, 4.50%, 1/01/13 .................................... 1,050,000 1,110,375 Palo Verde Community College District COP, AMBAC Insured, 5.00%, 1/01/15 ....... 745,000 795,697 Poway RDA Tax Allocation, Paguay Redevelopment Project, Series A, MBIA Insured, 3.00%, 6/15/09 ..................................................................... 100,000 100,402 Rio Linda Unified Elementary School District, Election of 2002, Series A, FSA Insured, 4.00%, 8/01/10 ..................................................................... 100,000 102,960 San Jose RDA Tax Allocation, Series A, 6.125%, 8/01/15 ......................... 3,000,000 3,193,080 Santa Clara County Financing Authority Revenue, El Camino, Series B, AMBAC Insured, 5.00%, 2/01/14 ..................................................................... 1,000,000 1,041,420 2/01/15 ..................................................................... 1,025,000 1,065,303 Southern California Public Power Authority Natural Gas Project Revenue, Project No. 1, Series A, 5.00%, 11/01/15 ............................................................. 1,000,000 840,100 Tustin USD School Facilities ID No. 2002-1 GO, Capital Appreciation, Election of 2002, Series C, FSA Insured, zero cpn., 6/01/09 .................................................................. 445,000 443,896 6/01/18 .................................................................. 810,000 564,278 West Kern Community College District COP, AMBAC Insured, 4.50%, 11/01/14 ....... 780,000 826,270 -------------- 23,916,602 -------------- Annual Report | 139 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN FEDERAL LIMITED-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - -------------------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) COLORADO 0.9% Regional Transportation District COP, Transit Vehicles, Series A, AMBAC Insured, 5.00%, 12/01/15 .................................................................... $ 1,500,000 $ 1,614,405 -------------- FLORIDA 3.9% Florida State Hurricane Catastrophe Fund Finance Corp. Revenue, Series A, 4.25%, 7/01/14 .............................................................. 3,000,000 2,927,220 Miami-Dade County GO, 5.00%, 7/01/12 ........................................... 3,000,000 3,228,810 Sarasota County GO, Environmentally Sensitive Program, 4.00%, 10/01/09 ......... 1,065,000 1,084,255 -------------- 7,240,285 -------------- ILLINOIS 1.5% Chicago Wastewater Transmission Revenue, Series A, BHAC Insured, 5.00%, 1/01/16 .............................................................. 1,425,000 1,581,080 5.50%, 1/01/17 .............................................................. 1,000,000 1,146,130 -------------- 2,727,210 -------------- INDIANA 0.3% Avon Community School Building Corp. Revenue, First Management, AMBAC Insured, 4.25%, 1/15/11 ..................................................................... 520,000 531,398 -------------- KANSAS 0.3% Junction City COP, Radian Insured, 4.00%, 9/01/09 ..................................................................... 215,000 217,073 9/01/10 ..................................................................... 310,000 315,443 -------------- 532,516 -------------- KENTUCKY 0.6% Kentucky Rural Water Finance Corp. Public Project Revenue, Flexible Term Program, Series D, 4.00%, 8/01/09 .............................................................. 1,170,000 1,182,812 -------------- LOUISIANA 0.8% Louisiana Local Government Environmental Facilities and CDA Revenue, Shreveport Utility System Projects, MBIA Insured, 4.00%, 12/01/14 .............................. 500,000 499,975 Louisiana State Citizens Property Insurance Corp. Assessment Revenue, Series B, AMBAC Insured, 5.00%, 6/01/09 ............................................... 1,000,000 1,001,180 -------------- 1,501,155 -------------- MICHIGAN 2.8% Charlevoix Public School District GO, School Building and Site, FSA Insured, 3.00%, 5/01/10 ..................................................................... 800,000 817,816 5/01/11 ..................................................................... 800,000 830,232 Wyandotte Electric Revenue, Refunding, Assured Guaranty, 5.00%, 10/01/13 ....... 3,355,000 3,565,962 -------------- 5,214,010 -------------- MINNESOTA 6.1% Farmington GO, Improvement, Series B, FSA Insured, 3.50%, 2/01/14 .............. 455,000 483,023 Minneapolis Health Care System Revenue, Fairview Health Services, Series A, 5.00%, 11/15/12 .................................................................... 1,000,000 1,025,350 Northern Municipal Power Agency Electric System Revenue, Refunding, Series A, Assured Guaranty, 5.00%, 1/01/12 .................................................................. 2,000,000 2,133,240 1/01/15 .................................................................. 5,000,000 5,394,600 St. Paul ISD No. 625 GO, Refunding, Series B, 4.50%, 2/01/10 ................... 2,190,000 2,266,015 -------------- 11,302,228 -------------- 140 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN FEDERAL LIMITED-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - -------------------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) MISSISSIPPI 0.9% Mississippi Development Bank Special Obligation Revenue, Jackson Public School District GO Bond Project, FSA Insured, 5.00%, 4/01/11 .................................................................. $ 1,000,000 $ 1,068,900 4/01/12 .................................................................. 500,000 548,435 -------------- 1,617,335 -------------- NEBRASKA 0.4% University of Nebraska Facilities Corp. Revenue, University of Nebraska Medical Center Research Center, 4.00%, 2/15/10 .............................. 750,000 772,095 -------------- NEVADA 0.1% Henderson Local ID No. T-6 Special Assessment, Senior Limited Obligation, Refunding, Series A, FSA Insured, 2.85%, 11/01/09 ................................................ 265,000 268,575 -------------- NEW YORK 15.9% Albany IDA Civic Facility Revenue, St. Peter's Hospital Project, Series A, 4.75%, 11/15/09 ............................................................. 295,000 294,481 Amherst IDA Civic Facility Revenue, Mandatory Put 10/01/11, Refunding, Series A, Radian Insured, 4.20%, 10/01/31 ............................................. 1,340,000 1,344,181 Buffalo GO, General Improvement, Series A, Assured Guaranty, 5.00%, 2/01/11 .... 1,110,000 1,170,950 Erie County Water Authority Water Revenue, Refunding, 4.00%, 12/01/10 .......... 1,000,000 1,046,510 Hempstead Town IDA Civic Facility Revenue, Adelphi University Civic Facility, 3.75%, 10/01/09 ................................................... 315,000 319,586 Monroe County GO, Refunding, Series A, Assured Guaranty, 5.00%, 6/01/11 ........ 2,135,000 2,267,882 New York City IDA Civic Facility Revenue, USTA National Tennis Center Inc. ..... Project, Refunding, FSA Insured, 5.00%, 11/15/09 ................................................ 600,000 617,736 New York City IDAR, Capital Appreciation, Yankee Stadium, Pilot, Assured Guaranty, zero cpn., 3/01/14 ................................................ 5,335,000 4,310,040 New York City Trust for Cultural Resources Revenue, Museum of Modern Art, Refunding, Series 1A, 5.00%, 10/01/10 ....................................... 500,000 525,690 New York Local Government Assistance Corp. Revenue, senior lien, Refunding, Series A, 5.00%, 4/01/11 .................................................... 300,000 320,922 New York State Dormitory Authority Revenues, Kateri Residence, Refunding, 4.00%, 7/01/10 ................................. 230,000 232,063 Non-State Supported Debt, Aids Long Term Health Care Facility, Refunding, 5.00%, 11/01/11 .......................................................... 1,000,000 1,050,180 Non-State Supported Debt, Fordham University, Series B, Assured Guaranty, 3.25%, 7/01/13 ........................................................... 610,000 639,365 Non-State Supported Debt, Manhattan College, Series B, Radian Insured, 5.00%, 7/01/13 .................................................................. 840,000 837,682 Non-State Supported Debt, Rochester General Hospital, Refunding, Radian Insured, 5.00%, 12/01/15 ................................................. 100,000 92,627 Non-State Supported Debt, School District Financing Program, Series A, FSA Insured, 5.00%, 10/01/15 ................................................. 1,000,000 1,121,690 State Supported Debt, FSA Insured, 5.00%, 2/15/15 ........................... 1,000,000 1,099,600 The New York and Presbyterian Hospital, Mortgage, Refunding, Series A, FHA Insured, 5.00%, 8/15/09 .................................................. 1,000,000 1,017,710 White Plains Hospital, Mortgage, FHA Insured, 3.55%, 2/15/10 ................ 10,000 10,002 New York State Environmental Facilities Corp. Special Obligation Revenue, Riverbank State Park, Refunding, CIFG Insured, 5.00%, 4/01/16 ............... 200,000 229,302 Annual Report | 141 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN FEDERAL LIMITED-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - -------------------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) NEW YORK (CONTINUED) New York State Urban Development Corp. Revenue, Refunding, Series D, 5.00%, 1/01/15 ...................................... $ 4,000,000 $ 4,328,840 State Personal Income Tax, Empire State, Series C-1, 2.80%, 12/15/09 ..... 245,000 249,055 Poughkeepsie Town GO, Public Improvement, Refunding, FSA Insured, 5.00%, 4/15/15 ..................................................................... 250,000 279,808 Scarsdale Union Free School District GO, Refunding, 3.25%, 12/01/10 ............ 500,000 517,960 Suffolk County IDA Civic Facility Revenue, Westhampton Free Associates Library, AMBAC Insured, 3.25%, 6/15/09 .................................................................. 150,000 150,476 6/15/12 .................................................................. 300,000 314,280 Syracuse GO, Public Improvement, Series A, FSA Insured, 3.25%, 6/15/12 ......... 725,000 755,269 Triborough Bridge and Tunnel Authority Revenues, Refunding, Series C, 5.00%, 11/15/12 .................................................................... 1,000,000 1,110,530 Warren and Washington Counties IDAR, Hudson Falls Recovery, Refunding, Series A, AMBAC Insured, 3.375%, 11/01/10 ................................... 300,000 307,383 Western Nassau County Water Authority Water System Revenue, AMBAC Insured, 3.00%, 5/01/09 .............................................................. 215,000 215,507 Yonkers GO, Series A, 4.00%, 11/01/09 .......................................... 2,565,000 2,584,032 -------------- 29,361,339 -------------- OHIO 3.9% Ohio State Department of Administrative Services COP, Administrative Knowledge System, Series A, MBIA Insured, 5.25%, 9/01/15 .................... 6,205,000 6,972,682 Ohio State Higher Educational Facility Revenue, Otterbein College 2007 Project, CIFG Insured, 4.50%, 12/01/11 ......................................... 210,000 227,506 -------------- 7,200,188 -------------- PENNSYLVANIA 1.5% University of Pittsburgh of the Commonwealth System of Higher Education Revenue, University Capital Project, Mandatory Put 9/15/13, Series A, 5.50%, 9/15/39 .................................................... 2,500,000 2,736,275 -------------- SOUTH CAROLINA 0.6% Florence County Hospital Revenue, McLeod Regional Medical Center Project, Refunding, Series A, FSA Insured, 5.00%, 11/01/09 ...................................... 1,000,000 1,026,240 -------------- SOUTH DAKOTA 0.2% South Dakota HDA Revenue, Series D, 2.90%, 5/01/09 ............................. 320,000 321,075 -------------- TENNESSEE 3.0% Sevier County PBA Revenue, Local Government Public Improvement, Series VII-D-1, 5.00%, 6/01/15 ..................................................................... 5,000,000 5,496,400 -------------- TEXAS 4.5% Brock ISD, GO, Capital Appreciation, zero cpn., 8/15/16 ........................ 460,000 359,439 Harris County Hospital District Revenue, senior lien, Refunding, Series A, MBIA Insured, 5.00%, 2/15/12 ..................................................................... 745,000 783,487 Harris County MTA Lease Revenue COP, Series A, Assured Guaranty, 5.00%, 11/01/11 .................................................................... 2,200,000 2,386,076 Houston Hotel Occupancy Tax and Special Revenue, Convention and Entertainment, Refunding, Series A, AMBAC Insured, 5.25%, 9/01/09 ..................................... 1,260,000 1,282,176 142 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN FEDERAL LIMITED-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - -------------------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) TEXAS (CONTINUED) Lubbock Educational Facilities Authority Revenue, Lubbock Christian, Refunding and Improvement, 4.50%, 11/01/10 .................................. $ 395,000 $ 386,417 San Antonio Water Revenue, System, Series A, FSA Insured, 5.50%, 5/15/13 ....... 500,000 557,380 Tarrant County Cultural Education Facilities Finance Corp. Revenue, Christus Health, Refunding, Series A, Assured Guaranty, 5.75%, 7/01/18 .................................. 2,000,000 2,127,420 Willow Fork Drain District GO, Series A, Radian Insured, 5.00%, 9/01/14 ........ 500,000 498,860 -------------- 8,381,255 -------------- WASHINGTON 7.7% Energy Northwest Electric Revenue, Project 1, Refunding, Series A, 5.00%, 7/01/11 ..................................................................... 375,000 402,908 Greater Wenatchee Regional Events Center Public Facilities District Revenue, Revenue and Special Tax, BAN, Series A, 5.25%, 12/01/11 ................................. 7,000,000 7,162,750 King County Housing Authority Revenue, Birch Creek Apartments Project, 4.40%, 5/01/18 .............................................................. 2,290,000 2,290,572 Snohomish County School District No. 2 Everett GO, Refunding, FGIC Insured, 5.00%, 12/01/14 ............................................................. 250,000 282,085 Washington State GO, Motor Vehicle Tax, Series F, AMBAC Insured, zero cpn., 12/01/09 .................................................................... 1,000,000 990,800 Washington State Health Care Facilities Authority Revenue, Kadlec Medical Center, Series A, Assured Guaranty, 5.00%, 12/01/10 ....... 1,000,000 1,029,690 MultiCare Health System, Series A, FSA Insured, 4.00%, 8/15/13 ........... 250,000 258,330 MultiCare Health System, Series A, FSA Insured, 4.00%, 8/15/14 ........... 310,000 317,313 MultiCare Health System, Series B, FSA Insured, 4.00%, 8/15/13 ........... 250,000 258,330 MultiCare Health System, Series B, FSA Insured, 4.00%, 8/15/14 ........... 600,000 614,154 MultiCare Health System, Series B, FSA Insured, 4.00%, 8/15/15 ........... 625,000 635,656 -------------- 14,242,588 -------------- WYOMING 0.3% Sweetwater County Improvement Project Powers Board Lease Revenue, MBIA Insured, 5.00%, 12/15/10 .................................................... 500,000 530,260 -------------- U.S. TERRITORIES 3.2% GUAM 0.1% Guam International Airport Authority Revenue, Series A, MBIA Insured, 2.75%, 10/01/09 .................................................................... 125,000 124,030 -------------- PUERTO RICO 3.1% Puerto Rico Commonwealth Highway and Transportation Authority Highway Revenue, Refunding, Series X, MBIA Insured, 5.50%, 7/01/13 ...................................... 580,000 578,631 Puerto Rico Electric Power Authority Power Revenue, Series WW, 5.25%, 7/01/13 .. 1,000,000 995,720 Puerto Rico Industrial Tourist Educational Medical and Environmental Control Facilities Financing Authority Revenue, Ana G. Mendez University System Project, 5.00%, 3/01/11 .. 545,000 521,729 Puerto Rico Municipal Finance Agency GO, Series A, FSA Insured, 5.75%, 8/01/12 ..................................................................... 3,000,000 3,068,940 Puerto Rico PBA Guaranteed Revenue, Mandatory Put 7/01/17, Refunding, AMBAC Insured, 5.50%, 7/01/35 ..................................................... 750,000 688,710 -------------- 5,853,730 -------------- TOTAL U.S. TERRITORIES ................................................................ 5,977,760 -------------- TOTAL MUNICIPAL BONDS BEFORE SHORT TERM INVESTMENTS (COST $133,630,203) ............... 135,605,856 -------------- Annual Report | 143 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN FEDERAL LIMITED-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - -------------------------------------------------- ---------------- -------------- SHORT TERM INVESTMENTS 24.1% MUNICIPAL BONDS 24.1% CALIFORNIA 2.2% (a) California HFAR, MFH, Series D, Daily VRDN and Put, 3.25%, 2/01/31 ............. $ 605,000 $ 605,000 (a) California State Department of Water Resources Power Supply Revenue, Series B-3, Daily VRDN and Put, 0.35%, 5/01/22 .............................. 300,000 300,000 (a) California State Economic Recovery Revenue, Series C-2, Daily VRDN and Put, 0.70%, 7/01/23 ......................................................... 900,000 900,000 (a) California State GO, Kindergarten-University, Refunding, Series B-2, Daily VRDN and Put, 0.55%, 5/01/34 ........................... 300,000 300,000 Series B-3, Daily VRDN and Put, 0.45%, 5/01/34 ........................... 300,000 300,000 (a) California Statewide CDA Revenue, Series A, Assured Guaranty, Weekly VRDN and Daily Put, 0.48%, 3/01/37 ............................................... 200,000 200,000 (a) Irvine Ranch Water District GO, ID No. 284, Series A, Daily VRDN and Put, 0.45%, 11/15/13 ............................................................. 700,000 700,000 (a) Irvine Ranch Water District Revenue, Consolidated Bonds, Daily VRDN and Put, 0.38%, 10/01/10 ........................................................ 400,000 400,000 (a) Metropolitan Water District of Southern California Waterworks Revenue, Authorization, Series B, Weekly VRDN and Put, 0.35%, 7/01/28 ................ 400,000 400,000 -------------- 4,105,000 -------------- COLORADO 1.8% (a) Colorado Educational and Cultural Facilities Authority Revenue, National Jewish Federation Bond Program, Daily VRDN and Put, 0.65%, 2/01/35 ....................................... 700,000 700,000 Refunding, Series A-8, Daily VRDN and Put, 0.65%, 9/01/35 ................ 1,010,000 1,010,000 Series A-11, Daily VRDN and Put, 0.65%, 8/01/27 .......................... 1,600,000 1,600,000 -------------- 3,310,000 -------------- FLORIDA 1.7% Citizens Property Insurance Corp. Revenue, Senior Secured High Risk Notes, Series A-2, 4.50%, 6/01/09 .................................................. 3,000,000 3,002,400 (a) Florida State Municipal Power Agency Revenue, All Requirements Power Supply, Refunding, Series C, Daily VRDN and Put, 0.60%, 10/01/35 ............................... 200,000 200,000 -------------- 3,202,400 -------------- KENTUCKY 0.5% (a) Breckinridge County Lease Program Revenue, Kentucky Assn. Counties Leasing Trust, Series A, Daily VRDN and Put, 0.60%, 2/01/32 ......................... 300,000 300,000 (a) Christian County Assn. of County Leasing Trust Lease Program Revenue, Refunding, Series A, Daily VRDN and Put, 0.60%, 4/01/37 ..................... 600,000 600,000 -------------- 900,000 -------------- MARYLAND 0.3% (a) Maryland State EDC, EDR, U.S. Pharmacopeial, Refunding, Series A, Daily VRDN and Put, 0.60%, 7/01/38 ................................................ 600,000 600,000 -------------- MASSACHUSETTS 0.2% (a) Massachusetts State Health and Educational Facilities Authority Revenue, Stonehill College, Series K, Daily VRDN and Put, 0.45%, 7/01/37 ................................ 300,000 300,000 -------------- 144 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN FEDERAL LIMITED-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - -------------------------------------------------- ---------------- -------------- SHORT TERM INVESTMENTS (CONTINUED) MUNICIPAL BONDS (CONTINUED) MICHIGAN 1.5% Charlevoix Public School District GO, School Building and Site, FSA Insured, 3.00%, 5/01/09 .............................................................. $ 800,000 $ 802,824 Detroit GO, MBIA Insured, 5.00%, 4/01/09 ....................................... 2,000,000 1,995,200 -------------- 2,798,024 -------------- NEBRASKA 0.1% (a) Nebraska Educational Finance Authority Revenue, Creighton University Projects, Refunding, Daily VRDN and Put, 0.60%, 7/01/35 ..................... 200,000 200,000 -------------- NEW HAMPSHIRE 0.1% (a) New Hampshire Health and Education Facilities Authority Revenue, University of New Hampshire, Series A, Daily VRDN and Put, 0.70%, 7/01/35 ................................ 200,000 200,000 -------------- NEW YORK 6.8% Ithaca City GO, BAN, Series A, 3.25%, 1/15/10 .................................. 5,000,000 5,028,850 (a) Nassau County IDA Civic Facility Revenue, Cold Spring Harbor, Refunding and Improvement, Daily VRDN and Put, 0.40%, 1/01/34 .......................................... 400,000 400,000 (a) New York City GO, Refunding, Series E, Sub Series E-5, Daily VRDN and Put, 0.55%, 8/01/10 ............. 135,000 135,000 Series H, Sub Series H-3, FSA Insured, Daily VRDN and Put, 0.60%, 8/01/14 ........................................................ 1,100,000 1,100,000 Series H, Sub Series H-3, FSA Insured, Daily VRDN and Put, 0.60%, 8/01/19 ........................................................ 100,000 100,000 (a) New York City IDAR, Liberty, One Bryant Park LLC, Series B, Daily VRDN and Put, 0.50%, 11/01/39 ........................................................ 500,000 500,000 (a) New York City Municipal Water Finance Authority Water and Sewer System Revenue, Second General Resolution, Refunding, Series CC, Sub Series CC-1, Daily VRDN and Put, 0.45%, 6/15/38 ...................................................... 200,000 200,000 New York State Dormitory Authority Revenues, State University, Refunding, Series B, MBIA Insured, zero cpn., 5/01/09 ............................................ 5,200,000 5,184,660 -------------- 12,648,510 -------------- NORTH CAROLINA 1.6% (a) Charlotte COP, Central Yard Project, Series A, Weekly VRDN and Put, 0.67%, 3/01/25 ..................................................................... 1,600,000 1,600,000 (a) North Carolina Medical Care Commission Health Care Facilities Revenue, Wake Forest University, Refunding, Series D, Daily VRDN and Put, 0.60%, 7/01/34 ..................... 1,300,000 1,300,000 -------------- 2,900,000 -------------- OHIO 0.7% (a) Allen County Hospital Facilities Revenue, Catholic Healthcare, Series A, Daily VRDN and Put, 0.55%, 10/01/31 ............................................................. 500,000 500,000 University of Toledo General Receipts Bonds Revenue, Series A, Assured Guaranty, 3.00%, 6/01/09 .................................................... 750,000 752,963 -------------- 1,252,963 -------------- OREGON 1.2% Oregon State Department of Administrative Services COP, Series A, FSA Insured, 5.00%, 5/01/09 ..................................................... 2,180,000 2,194,497 -------------- SOUTH CAROLINA 0.4% Spartanburg County Regional Health Services District Revenue, Refunding, Series D, Assured Guaranty, 4.00%, 4/15/09 .................................. 740,000 742,353 -------------- Annual Report | 145 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN FEDERAL LIMITED-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - -------------------------------------------------- ---------------- -------------- SHORT TERM INVESTMENTS (CONTINUED) MUNICIPAL BONDS (CONTINUED) TENNESSEE 1.2% (a) Clarksville PBA Revenue, Pooled Financing, Tennessee Municipal Bond Fund, Daily VRDN and Put, 0.60%, 7/01/34 .......................................... $ 1,030,000 $ 1,030,000 (a) Montgomery County PBA Pooled Financing Revenue, Tennessee County Loan Pool, Daily VRDN and Put, 0.60%, 7/01/34 .................................................................. 1,000,000 1,000,000 7/01/38 .................................................................. 200,000 200,000 -------------- 2,230,000 -------------- TEXAS 0.3% (a) Tarrant County Cultural Education Facilities Finance Corp. Revenue, Texas Health Resources, Refunding, Series C, Daily VRDN and Put, 0.35%, 11/15/33 .................... 560,000 560,000 -------------- VIRGINIA 1.7% Fairfax County Redevelopment and Housing Authority Revenue, Affordable Housing, BAN, Series B, 4.00%, 10/01/09 ................................................... 3,000,000 3,056,160 -------------- WASHINGTON 1.8% Spokane County School District No. 81 Spokane GO, Convertible Deferred Interest, MBIA Insured, 3.875%, 6/01/09 ............................................................. 3,350,000 3,361,691 -------------- TOTAL SHORT TERM INVESTMENTS (COST $44,517,467) ................................ 44,561,598 -------------- TOTAL INVESTMENTS (COST $178,147,670) 97.4% .................................... 180,167,454 OTHER ASSETS, LESS LIABILITIES 2.6% ............................................ 4,719,163 -------------- NET ASSETS 100.0% .............................................................. $ 184,886,617 ============== See Abbreviations on page 238. (a) Variable rate demand notes (VRDNs) are tax-exempt obligations which contain a floating or variable interest rate adjustment formula and an unconditional right of demand to receive payment of the principal balance plus accrued interest at specified dates. The coupon rate shown represents the rate at period end. The accompanying notes are an integral part of these financial statements. 146 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN HIGH YIELD TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, -------------------------------------------------------------- CLASS A 2009 2008(a) 2007 2006 2005 - ------- ---------- ---------- ---------- ---------- ---------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............... $ 9.98 $ 11.04 $ 10.83 $ 10.81 $ 10.78 ---------- ---------- ---------- ---------- ---------- Income from investment operations(b): Net investment income(c) ...................... 0.55 0.53 0.54 0.55 0.58 Net realized and unrealized gains (losses) .... (1.24) (1.06) 0.20 0.03 0.03 ---------- ---------- ---------- ---------- ---------- Total from investment operations ................. (0.69) (0.53) 0.74 0.58 0.61 ---------- ---------- ---------- ---------- ---------- Less distributions from net investment income ........................................ (0.54) (0.53) (0.53) (0.56) (0.58) ---------- ---------- ---------- ---------- ---------- Redemption fees(d, e) ............................ -- -- -- -- -- ---------- ---------- ---------- ---------- ---------- Net asset value, end of year ..................... $ 8.75 $ 9.98 $ 11.04 $ 10.83 $ 10.81 ========== ========== ========== ========== ========== Total return(f) .................................. (7.09) (5.03)% 6.99% 5.45% 5.94% RATIOS TO AVERAGE NET ASSETS Expenses ......................................... 0.63% 0.62% 0.62% 0.63% 0.62% Net investment income ............................ 5.77% 4.98% 4.97% 5.11% 5.44% SUPPLEMENTAL DATA Net assets, end of year (000's) .................. $4,255,784 $4,784,743 $5,329,032 $5,070,599 $4,714,804 Portfolio turnover rate .......................... 19.10% 20.10% 10.90% 11.63% 8.60% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. Annual Report | 147 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, -------------------------------------------------------------- CLASS B 2009 2008(a) 2007 2006 2005 - ------- ---------- ---------- ---------- ---------- ---------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............... $ 10.05 $ 11.11 $ 10.90 $ 10.87 $ 10.84 ---------- ---------- ---------- ---------- ---------- Income from investment operations(b): Net investment income(c) ...................... 0.50 0.48 0.48 0.50 0.52 Net realized and unrealized gains (losses) .... (1.25) (1.07) 0.20 0.03 0.04 ---------- ---------- ---------- ---------- ---------- Total from investment operations ................. (0.75) (0.59) 0.68 0.53 0.56 ---------- ---------- ---------- ---------- ---------- Less distributions from net investment income .... (0.49) (0.47) (0.47) (0.50) (0.53) ---------- ---------- ---------- ---------- ---------- Redemption fees(d, e) ............................ -- -- -- -- -- ---------- ---------- ---------- ---------- ---------- Net asset value, end of year ..................... $ 8.81 $ 10.05 $ 11.11 $ 10.90 $ 10.87 ========== ========== ========== ========== ========== Total return(f) .................................. (7.66)% (5.53)% 6.36% 4.93% 5.32% RATIOS TO AVERAGE NET ASSETS Expenses ......................................... 1.18% 1.17% 1.17% 1.18% 1.18% Net investment income ............................ 5.22% 4.43% 4.42% 4.56% 4.88% SUPPLEMENTAL DATA Net assets, end of year (000's) .................. $ 87,208 $ 139,855 $ 215,121 $ 240,628 $ 258,063 Portfolio turnover rate .......................... 19.10% 20.10% 10.90% 11.63% 8.60% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. 148 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, -------------------------------------------------------------- CLASS C 2009 2008(a) 2007 2006 2005 - ------- ---------- ---------- ---------- ---------- ---------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............... $ 10.10 $ 11.16 $ 10.95 $ 10.91 $ 10.88 ---------- ---------- ---------- ---------- ---------- Income from investment operations(b): Net investment income(c) ...................... 0.50 0.48 0.49 0.50 0.52 Net realized and unrealized gains (losses) .... (1.25) (1.07) 0.19 0.03 0.03 ---------- ---------- ---------- ---------- ---------- Total from investment operations ................. (0.75) (0.59) 0.68 0.53 0.55 ---------- ---------- ---------- ---------- ---------- Less distributions from net investment income .... (0.49) (0.47) (0.47) (0.49) (0.52) ---------- ---------- ---------- ---------- ---------- Redemption fees(d, e) ............................ -- -- -- -- -- ---------- ---------- ---------- ---------- ---------- Net asset value, end of year ..................... $ 8.86 $ 10.10 $ 11.16 $ 10.95 $ 10.91 ========== ========== ========== ========== ========== Total return(f) .................................. (7.62) (5.51)% 6.34% 5.00% 5.29% RATIOS TO AVERAGE NET ASSETS Expenses ......................................... 1.18% 1.17% 1.17% 1.18% 1.18% Net investment income ............................ 5.22% 4.43% 4.42% 4.56% 4.88% SUPPLEMENTAL DATA Net assets, end of year (000's) .................. $ 663,766 $ 697,697 $ 761,994 $ 695,270 $ 588,921 Portfolio turnover rate .......................... 19.10% 20.10% 10.90% 11.63% 8.60% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. Annual Report | 149 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ------------------------------------------------- ADVISOR CLASS 2009 2008(a) 2007 2006(B) - ------------- ---------- ---------- ---------- ---------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............... $ 10.00 $ 11.06 $ 10.85 $ 10.76 ---------- ---------- ---------- ---------- Income from investment operations(c): Net investment income(d) ...................... 0.56 0.55 0.55 0.10 Net realized and unrealized gains (losses) .... (1.24) (1.07) 0.20 0.04 ---------- ---------- ---------- ---------- Total from investment operations ................. (0.68) (0.52) 0.75 0.14 ---------- ---------- ---------- ---------- Less distributions from net investment income .... (0.55) (0.54) (0.54) (0.05) ---------- ---------- ---------- ---------- Redemption fees(e, f) ............................ -- -- -- -- ---------- ---------- ---------- ---------- Net asset value, end of year ..................... $ 8.77 $ 10.00 $ 11.06 $ 10.85 ========== ========== ========== ========== Total return(g) .................................. (6.99) (4.94)% 7.08% 1.34% RATIOS TO AVERAGE NET ASSETS(h) Expenses ......................................... 0.53% 0.52% 0.52% 0.53% Net investment income ............................ 5.87% 5.08% 5.07% 5.21% SUPPLEMENTAL DATA Net assets, end of year (000's) .................. $ 170,562 $ 143,331 $ 53,127 $ 471 Portfolio turnover rate .......................... 19.10% 20.10% 10.90% 11.63% (a) For the year ended February 29. (b) For the period January 3, 2006 (effective date) to February 28, 2006. (c) 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 shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (d) Based on average daily shares outstanding. (e) Amount rounds to less than $0.01 per share. (f) Effective September 1, 2008, the redemption fee was eliminated. (g) Total return is not annualized for periods less than one year. (h) Ratios are annualized for periods less than one year. The accompanying notes are an integral part of these financial statements. 150 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS 96.4% ALABAMA 0.4% Camden IDB Exempt Facilities Revenue, Weyerhaeuser, Series A, Pre-Refunded, 6.125%, 12/01/24 ................................. $ 3,000,000 $ 3,490,590 Series B, Pre-Refunded, 6.375%, 12/01/24 ................................. 1,750,000 2,000,827 Oneonta Eastern Health Systems Special Care Facilities Financing Authority GO, Pre-Refunded, 7.75%, 7/01/21 ................................................ 9,420,000 10,102,385 Phenix City IDB Environmental Improvement Revenue, MeadWestvaco-Mead Coated Board Project, Refunding, Series B, 6.10%, 5/15/30 .......................... 5,800,000 3,970,274 -------------- 19,564,076 -------------- ALASKA 0.1% Alaska Industrial Development and Export Authority Power Revenue, Upper Lynn Canal Regional Power, 5.70%, 1/01/12 ........................................................... 1,080,000 1,031,983 5.80%, 1/01/18 ........................................................... 1,495,000 1,266,684 5.875%, 1/01/32 .......................................................... 6,900,000 4,952,889 -------------- 7,251,556 -------------- ARIZONA 4.7% Apache County IDA, IDR, Tucson Electric Power Co. Project, Refunding, Series C, 5.85%, 3/01/26 ............................................................... 16,500,000 14,379,915 PCR, Tucson Electric Power Co. Project, Refunding, Series A, 5.85%, 3/01/28 ............................................................... 53,150,000 45,249,252 PCR, Tucson Electric Power Co. Project, Refunding, Series B, 5.875%, 3/01/33 ............................................................... 33,800,000 27,792,726 Arizona Health Facilities Authority Hospital System Revenue, John C. Lincoln Health Network, Pre-Refunded, 6.375%, 12/01/37 .............................. 2,500,000 2,910,600 Arizona Health Facilities Authority Revenue, Catholic Healthcare West, Series A, 6.625%, 7/01/20 ............................................................. 3,940,000 4,274,191 Casa Grande IDA Hospital Revenue, Casa Grande Regional Medical Center, Series A, 7.25%, 12/01/32 ............................................................. 14,500,000 11,242,720 Coconino County PCC Revenue, Tucson Electric Power Navajo, Refunding, Series A, 7.125%, 10/01/32 ............................................... 21,125,000 17,775,420 Series B, 7.00%, 10/01/32 ................................................ 9,500,000 9,007,615 Downtown Phoenix Hotel Corp. Revenue, sub. bond, Series B, FGIC Insured, 5.00%, 7/01/36 ..................................................................... 10,000,000 8,627,400 Maricopa County IDA Health Facility Revenue, Catholic Healthcare West, Refunding, Series A, 5.50%, 7/01/26 ............... 7,500,000 6,858,450 Catholic Healthcare West Project, Refunding, Series A, ACA Insured, 5.00%, 7/01/16 .................................................................. 5,450,000 5,461,391 Maricopa County PCC, PCR, Public Service Co. of Colorado, Refunding, Series A, 5.75%, 11/01/22 ............................................................. 9,800,000 8,371,062 Phoenix Civic Improvement Corp. Airport Revenue, senior lien, Series A, 5.00%, 7/01/38 ..................................................................... 15,000,000 14,550,000 Pima County IDAR, Industrial Development, Tucson Electric Power, Series A, 6.375%, 9/01/29.. 35,000,000 31,313,100 Tucson Electric Power Co. Project, Series A, 6.10%, 9/01/25 .............. 10,140,000 8,312,062 Salt Verde Financial Corp. Senior Gas Revenue, 5.00%, 12/01/37 ................. 10,000,000 6,452,200 University Medical Center Corp. Revenue, 5.00%, 7/01/35 ........................ 10,175,000 7,771,767 Yuma County IDA Water and Sewer Exempt Facility Revenue, Water and Sewer, Refunding, Series A, 6.375%, 12/01/37 ....................................... 15,500,000 11,896,560 -------------- 242,246,431 -------------- Annual Report | 151 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) ARKANSAS 0.3% Arkansas State Development Finance Authority Industrial Facilities Revenue, Potlatch Corp. Projects, Series A, 7.75%, 8/01/25 ........................... $ 3,800,000 $ 2,820,170 Baxter County IDR, Aeroquip Corp. Project, Refunding, 5.80%, 10/01/13 .......... 2,400,000 2,541,840 Calhoun County Solid Waste Disposal Revenue, Georgia-Pacific Corp. Project, 6.375%, 11/01/26 ............................................................ 10,000,000 6,139,600 Warren Solid Waste Disposal Revenue, Potlatch Corp. Project, 7.00%, 4/01/12 .... 3,150,000 2,946,227 -------------- 14,447,837 -------------- CALIFORNIA 15.4% ABAG 1915 Act Special Assessment, Windemere Ranch AD, 1999-1, Pre-Refunded, 6.375%, 9/02/32 ............................................................. 9,735,000 11,171,497 Aliso Viejo CFD No. 2005-01 Special Tax, Glenwood at Aliso Viejo, 6.00%, 9/01/38 ..................................................................... 5,200,000 3,708,796 Anaheim PFAR, Refunding, Series A-2, FGIC Insured, 4.75%, 9/01/29 .............. 24,000,000 21,548,400 Azusa Special Tax, Escrow, CFD No. 2005-1, Improvement Area 1, 5.00%, 9/01/37 .. 5,500,000 2,914,450 Beaumont Financing Authority Local Agency Revenue, Improvement Area No. 19C, Series A, 5.35%, 9/01/36 .................................................... 3,680,000 2,418,386 Beaumont PFAR, Sewer Enterprise Project, Series A, Pre-Refunded, 6.90%, 9/01/23 ..................................................................... 4,085,000 4,965,031 Calabasas Special Tax, CFD No. 01-1, Refunding, 6.25%, 9/01/31 ................. 5,780,000 6,598,853 California County Tobacco Securitization Agency Tobacco Revenue, Asset-Backed, Alameda County, 5.875%, 6/01/35 ............................................. 3,700,000 2,398,562 California Educational Facilities Authority Revenue, Pooled College and University Financing, Refunding, Series B, 6.125%, 6/01/09 .................. 10,000 10,006 California Health Facilities Financing Authority Revenue, Marshall Medical Center, Series A, California Mortgage Insured, 5.00%, 11/01/24 ................................................................. 2,295,000 2,024,236 11/01/29 ................................................................. 2,220,000 1,796,135 11/01/33 ................................................................. 3,130,000 2,438,145 California HFAR, Home Mortgage, Series K, 4.70%, 8/01/31 ....................... 20,000,000 15,278,000 California Infrastructure and Economic Development Bank Revenue, Department of Social Services Administration Building, AMBAC Insured, 5.00%, 12/01/30 ................................................................. 10,300,000 9,627,410 12/01/35 ................................................................. 5,000,000 4,508,950 California PCFA Solid Waste Disposal Revenue, Keller Canyon Landfill Co. Project, 6.875%, 11/01/27 ................................................... 10,000,000 9,385,800 California State GO, Refunding, 5.25%, 4/01/30 ................................................ 50,000 48,999 Refunding, 5.25%, 4/01/32 ................................................ 40,000 38,751 Various Purpose, Refunding, 5.00%, 6/01/31 ............................... 22,000,000 20,491,460 California Statewide CDA Revenue, Elder Care Alliance, Series A, Pre-Refunded, 8.25%, 11/15/32 ............. 13,090,000 16,481,750 Eskaton Village Grass Valley, Pre-Refunded, 8.25%, 11/15/31 .............. 2,945,000 3,299,725 John F. Kennedy University, 6.75%, 10/01/33 .............................. 8,000,000 6,141,520 Monterey Institute International, 5.50%, 7/01/31 ......................... 13,240,000 13,440,056 Prospect Sierra School, Pre-Refunded, 6.75%, 9/01/32 ..................... 6,440,000 7,031,450 St. Joseph Health System, Series B, FGIC Insured, 5.75%, 7/01/47 ......... 5,000,000 4,809,550 St. Joseph Health System, Series E, FSA Insured, 5.25%, 7/01/47 .......... 10,000,000 9,214,200 Sutter Health, Refunding, Series A, 5.00%, 11/15/43 ...................... 25,000,000 20,696,000 Thomas Jefferson School of Law, Series A, 7.25%, 10/01/38 ................ 11,730,000 8,874,449 152 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) CALIFORNIA (CONTINUED) California Statewide CDA Special Tax Revenue, CFD 2007-1, Orinda, 6.00%, 9/01/37 ..................................................................... $ 10,000,000 $ 7,442,200 Chabot-Las Positas Community College District GO, Capital Appreciation Bonds, Series C, AMBAC Insured, zero cpn., 8/01/33 .................................................................. 21,015,000 4,541,341 8/01/34 .................................................................. 10,000,000 2,022,900 8/01/43 .................................................................. 31,515,000 3,667,400 8/01/45 .................................................................. 34,035,000 3,482,801 Chino CFD Special Tax, No. 03-3, Improvement Area 2, 5.00%, 9/01/36 ............ 2,215,000 1,374,607 Chula Vista CFD Special Tax, No. 07-I, Otay Ranch Village Eleven, 5.875%, 9/01/34 ..................... 3,075,000 2,226,761 No. 13-I, Otay Ranch Village Seven, 5.35%, 9/01/36 ....................... 2,650,000 1,577,545 No. 99-1, Otay Ranch Spa One, Pre-Refunded, 6.10%, 9/01/31 ............... 4,890,000 5,341,543 Corona COP, Corona Community Hospital Project, Pre-Refunded, 9.425%, 9/01/20 ... 8,100,000 8,885,457 El Dorado County CFD Special Tax, Promontory Specific, Series No. 2001-1, 6.30%, 9/01/31 ..................................................................... 3,500,000 2,675,085 Emeryville RDA, MFHR, Emery Bay Apartments II, Series A, Pre-Refunded, 5.85%, 10/01/28 .................................. 12,625,000 13,323,036 sub. lien, Series C, Pre-Refunded, 7.875%, 10/01/28 ...................... 1,780,000 1,930,926 Foothill/Eastern Corridor Agency Toll Road Revenue, Capital Appreciation, Refunding, zero cpn., 1/15/22 ....................................................... 49,115,000 17,839,059 zero cpn., 1/15/31 ....................................................... 4,000,000 587,320 zero cpn., 1/15/34 ....................................................... 4,500,000 499,410 zero cpn., 1/15/36 ....................................................... 4,000,000 365,360 zero cpn. to 7/15/09, 5.85% thereafter, 1/15/23 .......................... 35,000,000 28,947,800 Fullerton CFD No. 1 Special Tax, Amerige Heights, 6.20%, 9/01/32 ............... 3,500,000 2,881,620 Golden State Tobacco Securitization Corp. Tobacco Settlement Revenue, Asset-Backed, Senior Series A-1, 5.75%, 6/01/47 .......................... 10,000,000 5,985,000 Asset-Backed, Series A-3, Pre-Refunded, 7.875%, 6/01/42 .................. 10,000,000 12,240,200 Enhanced, Asset-Backed, Refunding, Series A, 5.00%, 6/01/45 .............. 30,750,000 23,664,585 Enhanced, Series A, AMBAC Insured, 5.00%, 6/01/45 ........................ 13,250,000 10,196,935 Lake Elsinore 1915 Act Special Assessment, AD No. 93-1, Limited Obligation, Refunding, 7.00%, 9/02/30 ................................................... 7,715,000 6,475,817 Lee Lake Water District CFD No. 3 Special Tax, Retreat, 5.95%, 9/01/34 ......... 5,000,000 3,720,650 Livermore CFD Special Tax, No. 06-1, Shea Properties, 5.40%, 9/01/36 ........... 6,595,000 4,247,576 Los Angeles MFR, Refunding, Series J-1B, 7.125%, 1/01/24 ............................................. 120,000 99,289 Series J-1C, 7.125%, 1/01/24 ............................................. 455,000 376,472 Series J-2B, 8.50%, 1/01/24 .............................................. 635,000 528,447 (a) Series J-2C, 8.50%, 1/01/24 .............................................. 2,100,000 1,747,620 Los Angeles Regional Airports Improvement Corp. Lease Revenue, (b) Facilities Lease, United Air Lines Inc., Los Angeles International Airport, Refunding, 6.875%, 11/15/12 .................................. 9,500,000 4,666,590 Facilities Sublease, Delta Air Lines Inc., Los Angeles International Airport, Refunding, 6.35%, 11/01/25 ................................... 12,000,000 8,317,560 Los Angeles Wastewater System Revenue, Refunding, Series A, MBIA Insured, 5.00%, 6/01/30 ..................................................................... 7,530,000 7,519,609 Murrieta 1915 Act Special Tax, CFD No. 2000-1, 6.375%, 9/01/30 ................. 4,000,000 3,146,200 Annual Report | 153 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) CALIFORNIA (CONTINUED) Poway USD Special Tax, CFD No. 10, Area A, 6.10%, 9/01/31 ....................................... $ 1,995,000 $ 1,568,309 CFD No. 11, Area A, 5.375%, 9/01/28 ...................................... 2,965,000 2,168,186 CFD No. 11, Area A, 5.375%, 9/01/34 ...................................... 2,235,000 1,591,611 CFD No. 14, Del Sur, 5.25%, 9/01/36 ...................................... 7,500,000 4,963,050 Rocklin Special Tax, CFD No. 10, Whitney, 5.00%, 9/01/35 ....................... 7,315,000 4,624,177 Romoland School District Special Tax, CFD 1, Improvement Area 1, 5.35%, 9/01/28 ....................................... 7,015,000 5,206,042 Improvement Area 1, 5.40%, 9/01/36 ....................................... 6,175,000 4,127,679 Improvement Area 2, 5.35%, 9/01/38 ....................................... 7,900,000 4,617,787 Roseville Special Tax, CFD No. 1, Westpark, 5.25%, 9/01/25 ..................... 1,550,000 1,088,332 San Francisco City and County RDA Lease Revenue, George R. Moscone Center, zero cpn., 7/01/09 .................................................................. 3,750,000 3,716,775 7/01/10 .................................................................. 4,500,000 4,401,360 7/01/12 .................................................................. 4,500,000 4,043,925 7/01/13 .................................................................. 4,250,000 3,636,087 7/01/14 .................................................................. 2,250,000 1,846,125 San Francisco Uptown Parking Corp. Parking Revenue, Union Square, MBIA Insured, 6.00%, 7/01/31 .............................................................. 8,920,000 9,137,024 San Joaquin Hills Transportation Corridor Agency Toll Road Revenue, Capital Appreciation, Refunding, Series A, 5.60%, 1/15/16 ................ 22,500,000 20,025,675 Capital Appreciation, Refunding, Series A, 5.65%, 1/15/17 ................ 20,000,000 17,452,000 Capital Appreciation, Refunding, Series A, 5.75%, 1/15/23 ................ 20,000,000 15,829,200 Capital Appreciation, Refunding, Series A, 5.75%, 1/15/24 ................ 20,000,000 16,396,600 junior lien, ETM, zero cpn., 1/01/10 ..................................... 15,000,000 14,880,750 junior lien, ETM, zero cpn., 1/01/12 ..................................... 30,100,000 28,582,057 junior lien, ETM, zero cpn., 1/01/24 ..................................... 52,700,000 27,966,309 junior lien, ETM, zero cpn., 1/01/25 ..................................... 45,200,000 22,247,440 junior lien, ETM, zero cpn., 1/01/26 ..................................... 131,900,000 61,164,668 junior lien, ETM, zero cpn., 1/01/27 ..................................... 139,100,000 60,877,115 senior lien, 5.00%, 1/01/33 .............................................. 11,930,000 8,397,050 Saugus USD Special Tax, 6.00%, 9/01/33 ......................................... 3,150,000 2,427,295 Seal Beach CFD No. 05-01 Special Tax, Pacific Gateway Business Center, 5.30%, 9/01/36 ..................................................................... 2,000,000 1,337,200 Stockton 1915 Act Special Assessment, Limited Obligation, Mosher AD No. 2003-2, 6.30%, 9/02/33 .............................................................. 6,000,000 4,827,780 Stockton Special Tax, Spanos Park West CFD No. 2001-1, Pre-Refunded, 6.375%, 9/01/32 ..................................................................... 4,100,000 4,841,362 Tustin CFD No. 06-01 Special Tax, Legacy/Columbus, Series A, 6.00%, 9/01/36 .... 20,000,000 13,082,800 Upland CFD No. 2003-2 Special Tax, San Antonio, Improvement Area 1, Series A, 6.00%, 9/01/34 .............................................................. 6,520,000 5,015,119 West Sacramento Special Tax, CFD No. 16, Pre-Refunded, 6.00%, 9/01/33 .......... 3,000,000 3,406,680 -------------- 799,398,857 -------------- COLORADO 4.3% Arkansas River Power Authority Power Revenue, Improvement, 6.00%, 10/01/40 ..... 10,000,000 8,929,900 Colorado Health Facilities Authority Revenue, Hospital, Refunding, Series C, FSA Insured, 5.25%, 3/01/40 ................................................. 20,000,000 17,521,000 154 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) COLORADO (CONTINUED) Denver City and County Airport Revenue, Series D, 7.75%, 11/15/13 .............. $ 410,000 $ 447,351 Denver City and County Special Facilities Airport Revenue, United Airlines Project, Refunding, Series A, 5.25%, 10/01/32 ............................... 25,000,000 13,412,000 Denver Convention Center Hotel Authority Revenue, Refunding, senior bond, XLCA Insured, 5.00%, 12/01/30 ................................................................. 15,000,000 10,250,250 12/01/35 ................................................................. 15,000,000 9,854,100 Denver Health and Hospital Authority Healthcare Revenue, Series A, Pre-Refunded, 6.25%, 12/01/33 ............................................................. 4,000,000 4,787,160 E-470 Public Highway Authority Revenue, Capital Appreciation, Refunding, Series B, MBIA Insured, zero cpn., 9/01/37 .................... 15,720,000 1,388,862 Refunding, Series B, MBIA Insured, zero cpn., 9/01/38 .................... 20,000,000 1,615,000 Refunding, Series B, MBIA Insured, zero cpn., 9/01/39 .................... 30,000,000 2,238,900 Series A, MBIA Insured, zero cpn., 9/01/28 ............................... 15,000,000 2,969,550 Series B, MBIA Insured, zero cpn., 9/01/29 ............................... 10,000,000 1,797,200 Series B, MBIA Insured, zero cpn., 9/01/30 ............................... 17,300,000 2,827,339 Series B, MBIA Insured, zero cpn., 9/01/31 ............................... 10,000,000 1,487,700 Eagle County Airport Terminal Corp. Revenue, Series A, 7.00%, 5/01/21 ........................................................... 730,000 572,145 7.125%, 5/01/31 .......................................................... 1,215,000 862,310 Eagle County Sports and Housing Facilities Revenue, Vail Associate Project, Refunding, 6.95%, 8/01/19 ................................................... 41,200,000 35,390,388 Littleton MFHR, Riverpoint, Series C, Pre-Refunded, 8.00%, 12/01/29 ............ 2,660,000 2,980,849 McKay Landing Metropolitan District No. 002 GO, Limited Tax, Pre-Refunded, 7.50%, 12/01/19 ............................... 2,545,000 2,786,011 Subordinated, Series A, Pre-Refunded, 7.50%, 12/01/34 .................... 2,000,000 2,210,220 Public Authority for Colorado Energy Natural Gas Purchase Revenue, 6.125%, 11/15/23 ......................................................... 1,000,000 844,230 6.25%, 11/15/28 .......................................................... 12,500,000 10,226,500 6.50%, 11/15/38 .......................................................... 90,100,000 73,192,735 Saddle Rock South Metropolitan District No. 3 GO, Limited Mill Levy Obligation, Pre-Refunded, 7.35%, 12/01/19 ............................................... 2,740,000 2,945,199 Superior Metropolitan District No. 1 Special Revenue, Refunding, AMBAC Insured, 5.00%, 12/01/28 ............................................................. 7,640,000 7,700,279 (a, c) Villages Castle Rock Metropolitan District No. 4 Revenue, Refunding, 8.50%, 6/01/31 ..................................................................... 3,000,000 2,551,620 -------------- 221,788,798 -------------- CONNECTICUT 1.7% Connecticut State Development Authority PCR, Connecticut Light and Water, Refunding, Series A, 5.85%, 9/01/28 ......... 53,825,000 50,954,513 Western Massachusetts Electric Co., Refunding, Series A, 5.85%, 9/01/28 .. 12,500,000 11,596,125 Connecticut State Development Authority Water Facility Revenue, Bridgeport Hydraulic Co. Project, 6.15%, 4/01/35 ....................................... 3,000,000 2,600,070 Connecticut State Health and Educational Facilities Authority Revenue, Sacred Heart University, Series C, 6.50%, 7/01/16 ........................ 345,000 335,968 St. Mary's Hospital, Refunding, Series E, 5.50%, 7/01/20 ................. 5,650,000 4,414,684 Connecticut State HFAR, Housing Mortgage Finance Program, Refunding, Series C-1, 6.30%, 11/15/17 ............................................................. 16,060,000 16,145,921 -------------- 86,047,281 -------------- Annual Report | 155 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) DISTRICT OF COLUMBIA 1.1% District of Columbia Ballpark Revenue, Series B-1, FGIC Insured, 5.00%, 2/01/35 ..................................................................... $ 18,000,000 $ 13,525,020 District of Columbia Hospital Revenue, Children's Hospital Obligation Group, Assured Guaranty, 5.25%, 7/15/38 ........................................................... 11,000,000 9,740,170 District of Columbia Revenue, Gains-Georgetown University, Capital Appreciation, AMBAC Insured, zero cpn. to 3/31/18, 5.00% thereafter, 4/01/36 ................................................ 27,105,000 12,877,043 Methodist Home Issue, 6.00%, 1/01/29 ........................................ 4,750,000 3,331,983 District of Columbia Tobacco Settlement FICO Revenue, Asset-Backed Bonds, Refunding, 6.50%, 5/15/33 ............................... 22,000,000 14,303,740 Capital Appreciation, Asset-Backed Bonds, Series A, zero cpn., 6/15/46 ...... 175,000,000 3,529,750 Capital Appreciation, Asset-Backed Bonds, Series B, zero cpn., 6/15/46 ...... 66,000,000 1,378,740 -------------- 58,686,446 -------------- FLORIDA 7.5% Bartram Springs CDD Special Assessment, Refunding, 4.75%, 5/01/34 .............. 4,800,000 2,472,528 Beacon Tradeport CDD Special Assessment, Commercial Project, Series A, Pre-Refunded, 6.00%, 5/01/16 ........................................................... 20,615,000 22,163,393 6.20%, 5/01/22 ........................................................... 23,590,000 26,068,365 Brighton Lakes CDD Special Assessment, Series B, Pre-Refunded, 7.625%, 5/01/31 . 3,035,000 3,291,457 Brooks of Bonita Springs CDD Capital Improvement Revenue, 6.85%, 5/01/31 ....... 1,340,000 1,018,748 Capital Region CDD Capital Improvement Revenue, Series A-2, 6.85%, 5/01/31 ..... 2,175,000 1,848,489 Championsgate CDD Capital Improvement Revenue, Series A, 6.25%, 5/01/20 ........ 2,320,000 1,822,499 Citrus County Hospital Board Revenue, Citrus Memorial Hospital, Refunding, 6.375%, 8/15/32 ..................................................................... 10,550,000 8,766,311 East Homestead CDD Special Assessment Revenue, 5.45%, 5/01/36 .................. 1,425,000 841,947 Falcon Trace CDD Special Assessment, Pre-Refunded, 6.00%, 5/01/20 .............. 3,690,000 3,792,914 Fleming Plantation CDD Special Assessment, Series B, Pre-Refunded, 7.375%, 5/01/31 ..................................................................... 9,900,000 10,738,431 Florida State Board of Education Capital Outlay GO, Public Education, Refunding, Series D, 6.00%, 6/01/23 .............................................................. 5,000,000 5,845,350 Groves CDD Special Assessment Revenue, Series A, Pre-Refunded, 7.75%, 5/01/32 ..................................................................... 1,700,000 1,846,098 Halifax Hospital Medical Center Hospital Revenue, Refunding and Improvement, Series A, 5.375%, 6/01/46 ..................... 18,000,000 13,021,920 Series A, Pre-Refunded, 7.25%, 10/01/24 .................................. 4,700,000 5,225,037 Series A, Pre-Refunded, 7.25%, 10/01/29 .................................. 1,400,000 1,556,394 Hawk's Point CDD Special Assessment, Hawk's Point Community Development, Series A, 5.30%, 5/01/39 .............................................................. 1,450,000 760,714 Hillsborough County IDA, PCR, Tampa Electric Co. Project, Series A, 5.65%, 5/15/18 ..................................................................... 6,500,000 6,403,345 Hillsborough County IDAR, Refunding, Series B, 5.25%, 10/01/28 ................................................................. 1,500,000 1,175,790 10/01/34 ................................................................. 7,250,000 5,456,495 Indian Trace CDD, GO, Water Management Special Benefit, sub. lien, Refunding, Series B, 8.25%, 5/01/11 .............................................................. 7,065,000 6,829,735 Indian Trace Development District Special Assessment, Isles at Weston Project, 5.50%, 5/01/33 ..................................................................... 2,860,000 1,783,296 Indian Trail ID, GO, Water Control and Improvement, Unit Development 18, ETM, 6.875%, 8/01/10 ..................................................... 315,000 327,597 Pre-Refunded, 7.00%, 8/01/20 ............................................. 2,445,000 2,608,033 Pre-Refunded, 7.25%, 8/01/31 ............................................. 5,725,000 6,119,681 156 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) FLORIDA (CONTINUED) Indigo CDD Capital Improvement Revenue, Refunding, Series A, 7.00%, 5/01/31 ................................................. $ 895,000 $ 760,320 Series C, 7.00%, 5/01/30 ................................................. 4,570,000 3,893,503 Islands at Doral CDD Special Assessment, 6.125%, 5/01/24 ....................... 1,760,000 1,454,077 Lake Ashton CDD Revenue, Series A, 7.40%, 5/01/32 .............................. 1,490,000 1,198,750 Lakeland Retirement Community Revenue, first mortgage, Carpenters Estates, Accredited Investors, Refunding, 5.875%, 1/01/19 .......................................................... 1,350,000 1,095,161 6.25%, 1/01/28 ........................................................... 1,230,000 918,490 6.375%, 1/01/43 .......................................................... 2,250,000 1,579,748 Lee County Transportation Facilities Revenue, Sanibel Bridges and Causeway, Series B, CIFG Insured, 5.00%, 10/01/30 ............................................... 11,505,000 10,499,463 Mediterra North CDD Capital Improvement Revenue, Series A, 6.80%, 5/01/31 ...... 7,685,000 6,669,888 Mediterra South CDD Capital Improvement Revenue, 6.85%, 5/01/31 ........................................................... 2,300,000 1,911,898 Series B, 6.95%, 5/01/31 ................................................. 6,955,000 5,996,810 Mediterranea CDD Special Assessment, Series A, 5.60%, 5/01/37 .................. 1,525,000 856,349 Miami-Dade County School Board COP, Series B, Assured Guaranty, 5.00%, 5/01/33 . 14,310,000 13,312,164 Midtown Miami Community Development Special Assessment Revenue, Series A, 6.25%, 5/01/37 ................................................. 7,500,000 5,068,350 Series B, 6.50%, 5/01/37 ................................................. 3,945,000 2,792,744 Mount Dora Country Club CDD Special Assessment Revenue, 7.75%, 5/01/13 ......... 275,000 262,603 North Springs ID Special Assessment Revenue, Parkland Isles Project, Series A, 7.00%, 5/01/19 ..................................................................... 560,000 476,739 Northern Palm Beach County ID Revenue, Water Control and Improvement, Unit of Development No. 43, 6.10%, 8/01/21 ........................................................... 415,000 323,493 Pre-Refunded, 6.10%, 8/01/21 ............................................. 1,960,000 2,178,971 Northern Palm Beach County ID Special Assessment, Water Control and Improvement Bonds, Unit of Development No. 46, Series A, 5.35%, 8/01/41 ........................ 800,000 419,688 Oakstead CDD Revenue, Capital Improvement, Series A, Pre-Refunded, 7.20%, 5/01/32 ..................................................................... 3,150,000 3,400,834 Orange County Health Facilities Authority Revenue, Hospital, Adventist Health System Inc., Pre-Refunded, 5.625%, 11/15/32 .............................................. 10,000,000 11,362,900 Palm Glades CDD Revenue, Special Assessment, Series A, 5.30%, 5/01/36 .......... 1,300,000 725,270 Parklands West CDD Revenue, Special Assessment, Series A, 6.90%, 5/01/32 ....... 2,700,000 1,912,842 Parkway Center CDD Special Assessment, Series A, Pre-Refunded, 8.25%, 5/01/31 .. 1,333,332 1,454,745 Pelican Marsh CDD Special Assessment Revenue, Series A, 7.10%, 5/01/20 ................................................. 3,000,000 2,487,960 Series A, 7.20%, 5/01/31 ................................................. 6,245,000 4,815,082 Series B, 6.90%, 5/01/11 ................................................. 340,000 324,027 Pensacola Airport Revenue, Airport Revenue Bonds, Refunding, 6.00%, 10/01/28 ... 7,000,000 6,578,250 Poinciana CDD Special Assessment, Series A, 7.125%, 5/01/31 .................... 10,040,000 8,662,211 Port St. Lucie Utility Revenue, System, Refunding, Series A, MBIA Insured, 5.00%, 9/01/29 ..................................................................... 11,025,000 10,351,593 Portico CDD Capital Improvement Revenue, 5.45%, 5/01/37 ........................ 2,900,000 1,567,479 Portofino Cove CDD Special Assessment, Series A, 5.50%, 5/01/38 ................ 1,595,000 869,371 Portofino Landings CDD Special Assessment, Series A, 5.40%, 5/01/38 ............ 2,795,000 1,498,260 Portofino Springs CDD Special Assessment, Series A, 5.50%, 5/01/38 ............. 1,000,000 545,060 Annual Report | 157 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) FLORIDA (CONTINUED) Reserve CDD Capital Improvement Revenue, Stormwater Management, 8.25%, 5/01/14 ..................................................................... $ 1,445,000 $ 1,396,751 Reserve CDD No. 2 Capital Improvement Revenue, 7.125%, 5/01/30 ................. 3,430,000 2,705,138 Reserve CDD Utility Revenue, Stormwater Management, Refunding, Series A, 6.625%, 12/01/22 .................................................................... 3,450,000 2,755,170 River Place St. Lucie CDD Special Assessment Revenue, Series A, 7.625%, 5/01/21 ................................................ 1,045,000 924,522 Series A, 7.625%, 5/01/30 ................................................ 1,590,000 1,319,175 Series B, 7.25%, 5/01/10 ................................................. 970,000 940,134 Riverwood CDD Special Assessment Revenue, Series A, 7.75%, 5/01/14 ............. 505,000 467,888 Sampson Creek CDD Capital Improvement Revenue, Series A, Pre-Refunded, 6.95%, 5/01/31 ..................................................................... 2,685,000 2,845,912 Somerset County Revenue, Somerset CDD, 5.30%, 5/01/37 .......................... 8,170,000 4,150,687 South Broward Hospital District Revenue, South Broward Hospital District Obligated Group, Refunding, 4.75%, 5/01/32 ........................................................... 11,235,000 9,556,603 5.00%, 5/01/36 ........................................................... 12,500,000 10,400,625 South Miami Health Facilities Authority Hospital Revenue, Baptist Health South Florida Group, 5.00%, 8/15/32 .................................................................. 15,000,000 12,535,950 8/15/37 .................................................................. 19,860,000 16,272,490 South-Dade Venture CDD Special Assessment Revenue, 6.00%, 5/01/24 .............. 2,555,000 1,999,569 St. Lucie West Services District Capital Improvement Revenue, Cascades Project, 6.10%, 5/01/18 ..................................................................... 1,745,000 1,413,816 St. Lucie West Services District Special Assessment Revenue, Port St. Lucie, Water Management Benefit, Refunding, Series B, 6.00%, 5/01/09 ........................................................... 185,000 185,255 6.25%, 5/01/25 ........................................................... 5,080,000 4,375,556 Stonegate CDD Special Assessment Revenue, 6.00%, 5/01/24 ....................... 2,020,000 1,596,729 Stoneybrook West CDD Special Assessment Revenue, Series A, Pre-Refunded, 7.00%, 5/01/32 ..................................................................... 2,990,000 3,212,157 Tara CDD No. 1 Capital Improvement Revenue, Series A, 7.15%, 5/01/31 ........... 1,255,000 988,802 Venetian CDD Capital Improvement Revenue, Series A, 6.75%, 5/01/34 ............. 8,210,000 5,901,020 Verandah East CDD Revenue, Capital Improvement, Series A, 5.40%, 5/01/37 ....... 1,970,000 1,016,934 Verandah West CDD Revenue, Series A, 6.625%, 5/01/33 ........................... 8,300,000 6,648,964 Village CDD No. 4 Special Assessment Revenue, 7.20%, 5/01/31 ................... 5,740,000 5,109,117 Village CDD No. 8 Special Assessment Revenue, 6.375%, 5/01/38 .................. 10,000,000 7,250,800 Village Center CDD Recreational Revenue, Sub Series B, 6.25%, 1/01/13 ............................................. 3,380,000 3,199,542 Sub Series B, 8.25%, 1/01/17 ............................................. 1,580,000 1,579,905 Sub Series C, 7.375%, 1/01/19 ............................................ 2,045,000 1,912,750 Vista Lake CDD Capital Improvement Revenue, Series A, Pre-Refunded, 7.20%, 5/01/32 ..................................................................... 2,605,000 2,804,517 Waterchase CDD Capital Improvement Revenue, Series A, Pre-Refunded, 6.70%, 5/01/32 ..................................................................... 2,775,000 3,058,327 Waterlefe CDD Capital Improvement Revenue, Series A, 6.95%, 5/01/31 ............ 1,100,000 905,619 Waters Edge CDD Capital Improvement Revenue, 5.30%, 5/01/36 .................... 1,800,000 1,037,952 Waterstone CDD Capital Improvement Revenue, Series B, 5.50%, 5/01/18 ........... 4,400,000 3,024,208 Westchase East CDD Capital Improvement Revenue, 7.10%, 5/01/21 ................. 1,260,000 1,040,508 Winter Garden Village at Fowler Groves CDD Special Tax, 5.65%, 5/01/37 ......... 1,975,000 1,385,542 -------------- 385,928,294 -------------- 158 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) GEORGIA 3.3% Atlanta Tax Allocation, Princeton Lakes Project, 5.50%, 1/01/31 ................ $ 1,035,000 $ 632,561 Atlanta Water and Wastewater Revenue, FSA Insured, 5.00%, 11/01/34 ............. 33,000,000 32,113,950 Baldwin County Hospital Authority Revenue, Oconee Regional Medical Center, 5.375%, 12/01/28 .................................................................... 1,470,000 1,086,492 Burke County Development Authority PCR, Oglethorpe Power, Vogtle Project, Series C, 5.70%, 1/01/43 ............... 55,000,000 47,733,950 Oglethorpe Power Corp., Vogtle Project, Series E, 7.00%, 1/01/23 ......... 25,000,000 26,690,750 Floyd County Development Authority Environmental Improvement Revenue, Temple-Inland Inc., Refunding, 5.70%, 12/01/15 .................................................. 1,575,000 1,400,868 Forsyth County Hospital Authority Revenue, Anticipation Certificate, Georgia Baptist Health Care System Project, ETM, 6.25%, 10/01/18 .......................................................... 6,000,000 6,887,700 6.375%, 10/01/28 ......................................................... 8,000,000 9,435,760 Fulton County Residential Care Revenue, Lenbrook Project, Series A, 5.00%, 7/01/27 ..................................................................... 5,000,000 3,093,700 Gainesville RDA Educational Facilities Revenue, Riverside Military Academy, Refunding, 5.125%, 3/01/37 ............................................................. 6,500,000 3,501,225 Henry County Hospital Authority Revenue, Henry Medical Center Inc. Project, Refunding, MBIA Insured, 5.00%, 7/01/34 ................................................ 26,145,000 25,126,914 Main Street Natural Gas Inc. Gas Project Revenue, Series A, 5.50%, 9/15/28 ................................................. 5,000,000 3,569,950 Series B, 5.00%, 3/15/22 ................................................. 5,500,000 4,097,720 McDuffie County Development Authority Waste Disposal Revenue, Temple-Inland Forest Products, 6.95%, 12/01/23 ................................................... 5,120,000 3,801,446 -------------- 169,172,986 -------------- IDAHO 0.6% Idaho Health Facilities Authority Revenue, St. Luke's Health System Project, Series A, 6.75%, 11/01/37 .................................................................... 12,500,000 12,747,000 Nez Perce County PCR, Potlatch 84, 7.00%, 12/01/14 ............................................. 5,000,000 4,564,450 Potlatch Corp. Project, Refunding, 6.00%, 10/01/24 ....................... 22,500,000 15,266,475 -------------- 32,577,925 -------------- ILLINOIS 3.7% Antioch Village Special Service Area No. 1 Special Tax, Deercrest Project, 6.625%, 3/01/33 ..................................................................... 3,300,000 2,166,285 Antioch Village Special Service Area No. 2 Special Tax, Clublands Project, 6.625%, 3/01/33 ..................................................................... 5,424,000 3,511,389 Bolingbrook Special Service Area No. 1 Special Tax, Augusta Village Project, Pre-Refunded, 6.25%, 3/01/32 ........................................................... 3,655,000 4,173,937 6.75%, 3/01/32 ........................................................... 5,347,000 6,095,634 Bolingbrook Special Service Area No. 2 Special Tax, Bloomfield West Project, Series A, Pre-Refunded, 6.625%, 3/01/31 .......................................................... 4,328,000 4,772,399 7.00%, 3/01/31 ........................................................... 4,778,000 5,359,196 Bolingbrook Special Service Area No. 3 Special Tax, Lakewood Ridge Project, Pre-Refunded, 7.05%, 3/01/31 .............................................................. 5,773,000 6,529,898 Bryant PCR, Central Illinois Light Co. Project, Refunding, MBIA Insured, 5.90%, 8/01/23 .............................................................. 11,000,000 10,999,120 Annual Report | 159 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) ILLINOIS (CONTINUED) Cary Special Tax, Refunding, Radian Insured, 5.00%, 3/01/30 ................................ $ 3,070,000 $ 2,211,382 Special Service Area No. 1, Cambria Project, Series A, Pre-Refunded, 7.625%, 3/01/30 ....................................................... 2,869,000 3,121,386 Special Service Area No. 2, Foxford Hills Project, Pre-Refunded, 7.50%, 3/01/30 ............................................................... 5,245,000 5,677,817 Chicago O'Hare International Airport Revenue, General Airport Third Lien, Series A, FGIC Insured, 5.00%, 1/01/33 ....... 15,000,000 14,161,650 Refunding, Series A, FSA Insured, 5.00%, 1/01/38 ......................... 16,500,000 16,177,755 Gilberts Special Service Area No. 9 Special Tax, Big Timber Project, Pre-Refunded, 7.75%, 3/01/27 ................................................ 6,000,000 6,881,820 Hampshire Special Service Area No. 14 Special Tax, Lakewood Crossing Subdivision, 5.95%, 3/01/36 ................................................. 7,785,000 4,752,976 Illinois Finance Authority Revenue, Lutheran Hillside Village, Refunding, 5.25%, 2/01/37 ..................... 7,500,000 4,993,125 Resurrection Health Care, Series A, FSA Insured, 5.25%, 5/15/29 .......... 15,500,000 14,006,265 Sherman Health System, Series A, 5.50%, 8/01/37 .......................... 17,240,000 11,526,664 Illinois Health Facilities Authority Revenue, Sarah Bush Lincoln Health Center, Refunding, Series B, 6.00%, 2/15/11 .... 1,425,000 1,428,192 Thorek Hospital and Medical Center, Refunding, 5.375%, 8/15/28 ........... 8,595,000 7,194,703 Illinois State Development Finance Authority PCR, Ameren Corp. and Central Illinois Public Service Co., Refunding, Series A, 5.50%, 3/01/14 ............ 3,515,000 3,206,242 Illinois State Finance Authority Revenue, Rush University Medical Center Obligation Group, Series B, 7.25%, 11/01/38 ................................. 10,000,000 10,138,200 Metropolitan Pier and Exposition Authority Hospitality Facilities Revenue, McCormick Place Convention Center, ETM, 7.00%, 7/01/26 ...................... 7,500,000 9,651,150 Minooka Special Assessment, Improvement Prairie Ridge Project, 6.875%, 3/01/33.. 3,000,000 2,008,080 Montgomery Special Assessment, Improvement, Lakewood Creek Project, Pre-Refunded, 7.75%, 3/01/30 ................................................ 4,716,000 5,258,953 Otter Creek Water Reclamation District Kane County GO, Separate Waterworks and Sewage System, Refunding, XLCA Insured, 5.00%, 1/01/39 ...................... 5,000,000 4,363,300 Plano Special Service Area No. 2 Special Tax, Lakewood Springs Project, Series B, 6.375%, 3/01/34 ................................................... 7,964,000 5,478,913 Southwestern Development Authority Revenue, Anderson Hospital, 5.625%, 8/15/29.. 2,425,000 1,908,718 Wauconda Special Service Area No. 1 Special Tax, Liberty Lakes Project, 6.00%, 3/01/33 ........................................................... 4,500,000 2,896,830 6.625%, 3/01/33 .......................................................... 5,261,000 3,794,917 Yorkville United City Special Services Area Special Tax, No. 04, MPI Grande Reserve Project, Series 104, 6.375%, 3/01/34 .......... 4,225,000 2,688,621 No. 2003, Windett Ridge Project, Series 101, 6.875%, 3/01/33 ............. 3,437,000 2,461,511 No. 2005-108, Autumn Creek Project, 6.00%, 3/01/36 ....................... 4,921,000 3,057,024 -------------- 192,654,052 -------------- INDIANA 2.2% Delaware County Hospital Authority Hospital Revenue, Cardinal Health System, 5.25%, 8/01/36 .............................................................. 5,000,000 3,340,500 Goshen Industrial Revenue, Greencroft Hospital Assn. Inc., Refunding, 5.75%, 8/15/19 .................................................................. 3,000,000 2,321,160 8/15/28 .................................................................. 5,000,000 3,380,200 160 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) INDIANA (CONTINUED) Indiana Health and Educational Facility Financing Authority Hospital Revenue, 5.50%, 3/01/37 .............................................................. $ 8,000,000 $ 6,145,840 Indiana Health and Educational Facility Financing Authority Revenue, Baptist Homes of Indiana, Refunding, 5.25%, 11/15/35 ................................ 12,000,000 8,973,600 Indiana Health Facility Financing Authority Hospital Revenue, 6.25%, 3/01/25 ........................................................... 5,900,000 5,414,548 6.00%, 3/01/34 ........................................................... 12,000,000 9,969,360 Community Foundation Northwest Indiana, Refunding, Series A, 6.375%, 8/01/31 ............................................................... 11,740,000 10,339,183 Community Foundation Northwest Indiana, Series A, Pre-Refunded, 6.375%, 8/01/31 ............................................................... 36,760,000 40,872,709 Jackson County Scheck Memorial Hospital, Refunding, 5.125%, 2/15/17 ...... 1,500,000 1,463,190 Indiana State Development Finance Authority Environmental Revenue, USX Corp. Project, Refunding, 5.60%, 12/01/32 ......................................... 8,200,000 6,637,408 Jasper County PCR, Northern Indiana Public Service Co., Refunding, Series C, MBIA Insured, 5.60%, 11/01/16 .......................................................... 10,000,000 9,968,400 5.85%, 4/01/19 ........................................................... 5,000,000 4,969,700 -------------- 113,795,798 -------------- KENTUCKY 0.9% Kentucky Economic Development Finance Authority Health System Revenue, Norton Healthcare Inc., Refunding, Series C, MBIA Insured, 6.10%, 10/01/22 ....................... 10,650,000 9,795,870 Refunding, Series C, MBIA Insured, 6.15%, 10/01/27 ....................... 3,995,000 3,500,299 Series C, MBIA Insured, Pre-Refunded, 6.10%, 10/01/22 .................... 5,325,000 6,259,484 Series C, MBIA Insured, Pre-Refunded, 6.15%, 10/01/27 .................... 6,005,000 7,071,789 Kentucky Economic Development Finance Authority Hospital System Revenue, Appalachian Regional Health Center Facility, Refunding and Improvement, 5.875%, 10/01/22 ......................................................... 6,835,000 4,652,858 Kentucky Economic Development Finance Authority Louisville Arena Project Revenue, Louisville Arena, Sub Series A-1, Assured Guaranty, 6.00%, 12/01/42 .................................................................... 5,000,000 4,985,100 Louisville and Jefferson County Metropolitan Government Health Facilities Revenue, Jewish Hospital and St. Mary's HealthCare Inc. Project, Refunding, 6.125%, 2/01/37 ............................................................. 11,500,000 11,224,460 -------------- 47,489,860 -------------- LOUISIANA 3.4% Beauregard Parish Revenue, Boise Cascade Corp. Project, Refunding, 6.80%, 2/01/27 ..................................................................... 13,990,000 7,216,042 Calcasieu Parish Inc. IDB, PCR, Gulf States Utilities Co. Project, Refunding, 6.75%, 10/01/12 ............................................................. 4,840,000 4,836,612 Louisiana Local Government Environmental Facilities and CDA Revenue, Westlake Chemical Corp. Projects, 6.75%, 11/01/32 .................................... 30,000,000 19,323,300 Louisiana Public Facilities Authority Revenue, FHA Insured Mortgage, Baton Rouge General, MBIA Insured, 5.25%, 7/01/33 .. 20,000,000 17,843,000 Ochsner Clinic Foundation Project, Series B, 5.25%, 5/15/38 .............. 10,000,000 7,355,800 Ochsner Clinic Foundation Project, Series B, 5.50%, 5/15/47 .............. 10,000,000 7,405,100 Louisiana State Citizens Property Insurance Corp. Assessment Revenue, Series B, AMBAC Insured, 5.00%, 6/01/22 ............................................... 10,000,000 8,393,400 New Orleans GO, Limited Tax, MBIA Insured, 5.00%, 3/01/21 ................................... 5,000,000 4,359,250 Public Improvement, Series A, Radian Insured, 5.25%, 12/01/36 ............... 13,480,000 10,526,802 Pointe Coupee Parish PCR, Gulf States Utilities Co. Project, Refunding, 6.70%, 3/01/13 ..................................................................... 4,850,000 4,838,263 Annual Report | 161 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) LOUISIANA (CONTINUED) Rapides Finance Authority Revenue, Cleco Power LLC Project, Mandatory Put 10/01/11, 6.00%, 10/01/38 ................................................... $ 4,750,000 $ 4,720,788 St. John the Baptist Parish Revenue, Marathon Oil Corp. Project, Series A, 5.125%, 6/01/37 ............................................................. 80,500,000 58,996,035 West Feliciana Parish PCR, Entergy Gulf States Project, Refunding, Series B, 6.60%, 9/01/28 .............................................................. 20,750,000 19,938,052 -------------- 175,752,444 -------------- MAINE 0.6% Rumford PCR, Boise Cascade Corp. Project, Refunding, 6.625%, 7/01/20 ........... 4,800,000 2,475,888 Skowhegan PCR, S.D. Warren Co. Project, Refunding, Series B, 6.65%, 10/15/15 ..................................... 4,940,000 4,426,685 Series A, 6.65%, 10/15/15 ................................................ 24,570,000 22,016,931 -------------- 28,919,504 -------------- MARYLAND 0.9% Maryland State Community Development Administration Development Housing and CDR, Housing, Series A, 5.875%, 7/01/16 .......................................... 1,440,000 1,441,469 Maryland State EDC Revenue, Chesapeake Bay Conference Center Project, senior lien, Refunding, Series A, 4.75%, 12/01/11 ..................................... 935,000 831,692 Refunding, Series A, 5.00%, 12/01/16 ..................................... 3,000,000 1,876,290 Refunding, Series A, 5.00%, 12/01/31 ..................................... 10,000,000 5,209,500 Refunding, Series B, 5.00%, 12/01/16 ..................................... 800,000 500,344 Refunding, Series B, 5.25%, 12/01/31 ..................................... 2,000,000 1,084,500 Series B, Pre-Refunded, 7.50%, 12/01/14 .................................. 1,850,000 1,963,183 Series B, Pre-Refunded, 7.625%, 12/01/22 ................................. 6,740,000 7,163,744 Series B, Pre-Refunded, 7.75%, 12/01/31 .................................. 16,160,000 17,190,846 Maryland State Health and Higher Educational Facilities Authority Revenue, Anne Arundel Health System, Series A, 6.75%, 7/01/39 ..................... 3,000,000 3,048,630 Edenwald, Series A, 5.40%, 1/01/37 ....................................... 1,200,000 785,460 Washington County Hospital, 6.00%, 1/01/43 ............................... 6,000,000 4,582,620 -------------- 45,678,278 -------------- MASSACHUSETTS 0.3% Massachusetts Bay Transportation Authority Revenue, General Transportation System, Series A, 7.00%, 3/01/21 ............................................ 2,000,000 2,444,180 Massachusetts State Development Finance Agency Resource Recovery Revenue, Waste Management Inc. Project, Mandatory Put 12/01/09, Series A, 6.90%, 12/01/29 .. 3,000,000 3,026,520 Massachusetts State Development Finance Agency Revenue, Berkshire Retirement Project, first mortgage, 5.60%, 7/01/19 ............. 1,030,000 843,230 Berkshire Retirement Project, first mortgage, 5.625%, 7/01/29 ............ 1,620,000 1,164,213 Curry College, Series A, ACA Insured, 5.00%, 3/01/36 ..................... 2,000,000 1,262,060 Loomis Community Project, first mortgage, Refunding, Series A, 5.625%, 7/01/15 ............................................................... 1,850,000 1,652,698 Loomis Community Project, first mortgage, Refunding, Series A, 5.75%, 7/01/23 ............................................................... 3,500,000 2,737,525 Massachusetts State Health and Educational Facilities Authority Revenue, St. Memorial Medical Center, Refunding, Series A, 6.00%, 10/01/23 ............... 5,805,000 3,929,114 -------------- 17,059,540 -------------- 162 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) MICHIGAN 4.0% Delta County EDC Environmental Improvement Revenue, Mead Escanaba Paper, Series A, Pre-Refunded, 6.25%, 4/15/27 ...................................... $ 10,500,000 $ 11,929,050 Detroit Sewer Disposal System Revenue, second lien, Series A, MBIA Insured, 5.00%, 7/01/35 .............................................................. 25,750,000 20,373,142 Detroit Water Supply System Revenue, second lien, Refunding, Series C, FSA Insured, 5.00%, 7/01/33 ..................................................... 11,000,000 9,475,400 Garden City Hospital Finance Authority Hospital Revenue, Garden City Hospital Obligated Group, Refunding, Series A, 5.625%, 9/01/10 .......................................................... 670,000 652,392 5.75%, 9/01/17 ........................................................... 530,000 442,524 5.00%, 8/15/38 ........................................................... 5,250,000 3,022,530 Gaylord Hospital Finance Authority Limited Obligation Revenue, Otsego Memorial Hospital, Refunding, 6.50%, 1/01/31 .................................................................. 1,000,000 758,130 1/01/37 .................................................................. 1,000,000 736,580 Michigan State Building Authority Revenue, Facilities Program, Refunding, Series I, 6.00%, 10/15/38 ................. 6,000,000 6,158,160 Facilities Program, Refunding, Series I, AMBAC Insured, 5.00%, 10/15/33 .. 13,495,000 11,666,427 Facilities Program, Refunding, Series II, MBIA Insured, 5.00%, 10/15/29 .. 16,585,000 15,034,800 Refunding, Series IA, FGIC Insured, 5.00%, 10/15/31 ...................... 9,500,000 8,352,780 Michigan State Hospital Finance Authority Revenue, Detroit Medical Center Obligation Group, Refunding, Series A, 6.25%, 8/15/13 ............................................................... 7,500,000 7,126,200 Detroit Medical Center Obligation Group, Refunding, Series A, 6.50%, 8/15/18 ............................................................... 30,205,000 27,350,325 Detroit Medical Center Obligation Group, Refunding, Series B, 5.50%, 8/15/23 ............................................................... 500,000 383,740 Detroit Medical Center Obligation Group, Series A, 5.25%, 8/15/23 ........ 500,000 373,330 Hospital, Oakwood Obligated Group, Refunding, Series A, 5.00%, 7/15/37 ... 3,680,000 2,605,918 Marquette, 5.00%, 5/15/34 ................................................ 6,000,000 4,061,040 Memorial Healthcare Center, Refunding, 5.75%, 11/15/15 ................... 1,000,000 961,260 Mercy Health Services, Series Q, AMBAC Insured, ETM, 5.75%, 8/15/16 ...... 7,310,000 7,286,974 Sinai Hospital, Refunding, 6.625%, 1/01/16 ............................... 2,610,000 2,444,448 Sinai Hospital, Refunding, 6.70%, 1/01/26 ................................ 7,250,000 6,137,633 Michigan State Strategic Fund Limited Obligation Revenue, Detroit Edison Co. Pollution Control Project, Refunding, Series C, 5.45%, 9/01/29 .............. 11,000,000 9,523,360 Michigan Tobacco Settlement Finance Authority Revenue, Tobacco Settlement Asset, Senior Series A, 6.00%, 6/01/34 .......................................... 13,675,000 8,695,112 Senior Series A, 6.00%, 6/01/48 .......................................... 10,000,000 5,879,000 Turbo, Series A, 6.875%, 6/01/42 ......................................... 17,500,000 12,054,175 Royal Oak Hospital Finance Authority Hospital Revenue, William Beaumont Hospital, Refunding, 8.25%, 9/01/39 ......................................... 20,000,000 21,256,400 Tawas City Hospital Finance Authority Revenue, Tawas St. Joseph's Hospital Project, Series A, ETM, 5.60%, 2/15/13 ...................................... 945,000 955,140 -------------- 205,695,970 -------------- MINNESOTA 1.1% Hubbard County Solid Waste Disposal Revenue, Potlatch Corp. Project, 7.25%, 8/01/14 .............................................................. 9,000,000 7,994,160 Mahtomedi Senior Housing Revenue, St. Andrews Village Project, Refunding, 5.75%, 12/01/40 .................................................................... 5,000,000 3,132,550 Annual Report | 163 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) MINNESOTA (CONTINUED) Minneapolis and St. Paul Metropolitan Airports Commission Airport Revenue, sub. bond, Refunding, Series C, FGIC Insured, 5.00%, 1/01/31 .............................. $ 6,185,000 $ 5,780,563 Minneapolis Health Care Facility Revenue, Augustana Chapel View Homes, Series D, 5.875%, 6/01/35 ................... 5,075,000 3,341,888 Jones-Harrison Residence Project, 5.70%, 10/01/35 ........................ 1,000,000 676,650 Minneapolis Health Care System Revenue, Fairview Health Services, Series A, 6.625%, 11/15/28 ............................................... 11,000,000 11,295,240 Series A, 6.75%, 11/15/32 ................................................ 6,250,000 6,419,062 Series D, AMBAC Insured, 5.00%, 11/15/30 ................................. 1,725,000 1,509,185 Minnesota Agriculture and Economic Development Board Revenue, Health Care System, Refunding, Series A, 6.375%, 11/15/29 .................................... 175,000 175,301 Series A, Pre-Refunded, 6.375%, 11/15/29 ................................. 6,325,000 6,932,832 Minnesota State HFAR, Rental Housing, Refunding, Series D, MBIA Insured, 5.95%, 2/01/18 ..................................................................... 320,000 320,525 Roseville MFHR, Rosepointe I Project, Series C, Pre-Refunded, 8.00%, 12/01/29 .. 3,040,000 3,334,120 St. Paul Housing and RDA Hospital Revenue, Healtheast Project, 6.00%, 11/15/35.. 10,000,000 7,392,500 -------------- 58,304,576 -------------- MISSISSIPPI 1.2% Claiborne County PCR, Systems Energy Resources Inc. Project, Refunding, 6.20%, 2/01/26 ..................................................................... 33,295,000 27,870,246 Lowndes County Solid Waste Disposal and PCR, Weyerhaeuser Co. Project, Refunding, Series B, 6.70%, 4/01/22 ................................................. 18,775,000 15,530,492 Warren County Gulf Opportunity Zone Revenue, International Paper, Series A, 6.50%, 9/01/32 ..................................................................... 10,000,000 7,374,800 Warren County Revenue, Gulf Opportunity, International Paper, Series A, 5.50%, 9/01/31 .............................................................. 20,000,000 12,952,600 -------------- 63,728,138 -------------- MISSOURI 0.3% Branson Regional Airport Transportation Development District Airport Revenue, Series A, 6.00%, 7/01/37 ................................................. 1,200,000 757,692 Series B, 6.00%, 7/01/25 ................................................. 6,000,000 4,123,500 Series B, 6.00%, 7/01/37 ................................................. 5,000,000 3,094,000 Lake of the Ozarks Community Board Corp. Bridge System Revenue, Refunding, 5.25%, 12/01/20 .................................................................... 8,350,000 6,991,288 West Plains IDA Hospital Revenue, Ozarks Medical Center, 6.30%, 11/15/11 .......................................................... 470,000 462,428 6.75%, 11/15/24 .......................................................... 1,870,000 1,635,652 Refunding, 5.50%, 11/15/12 ............................................... 420,000 398,303 -------------- 17,462,863 -------------- MONTANA 0.1% Forsyth PCR, Puget Sound Energy, Refunding, Series A, AMBAC Insured, 5.00%, 3/01/31 .............................................................. 10,220,000 7,302,292 -------------- NEVADA 1.3% Clark County ID Special Assessment, Local ID No. 128, The Summerlin Centre, Series A, 5.00%, 2/01/26 ......... 1,320,000 711,863 Local ID No. 128, The Summerlin Centre, Series A, 5.05%, 2/01/31 ......... 1,035,000 520,822 164 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) NEVADA (CONTINUED) Clark County ID Special Assessment, (continued) Local ID No. 132, Summerlin South Area, Villages 15A and 18, 6.875%, 2/01/21 ............................................................... $ 3,660,000 $ 2,980,887 Local ID No. 142, Mountains Edge, 6.375%, 8/01/23 ........................ 4,095,000 2,851,676 Local ID No. 151, Summerlin-Mesa, 5.00%, 8/01/20 ......................... 760,000 429,567 Local ID No. 151, Summerlin-Mesa, 5.00%, 8/01/25 ......................... 2,395,000 1,329,752 Clark County IDR, Nevada Power Co. Project, Refunding, Series B, 5.90%, 10/01/30 ........... 5,125,000 3,649,666 Southwest Gas Corp. Project, Series D, AMBAC Insured, 5.55%, 12/01/38 .... 7,260,000 4,576,995 Henderson Health Care Facility Revenue, Catholic Healthcare West, Series A, 5.625%, 7/01/24 ..................................................................... 7,000,000 6,567,750 Henderson Local ID Special Assessment, No. T-2, 9.50%, 8/01/11 .................................................. 235,000 221,539 No. T-4C, Green Valley, Refunding, Series A, 5.90%, 11/01/18 ............. 3,065,000 2,409,734 No. T-12, Series A, 7.375%, 8/01/18 ...................................... 33,655,000 24,012,170 No. T-16, 4.90%, 3/01/16 ................................................. 1,355,000 609,709 No. T-16, 5.00%, 3/01/18 ................................................. 975,000 438,321 No. T-16, 5.00%, 3/01/19 ................................................. 965,000 433,661 No. T-16, 5.10%, 3/01/22 ................................................. 1,450,000 651,123 No. T-16, 5.125%, 3/01/25 ................................................ 1,535,000 688,923 No. T-17, 5.00%, 9/01/15 ................................................. 715,000 564,964 No. T-17, 5.00%, 9/01/16 ................................................. 730,000 558,684 No. T-17, 5.00%, 9/01/25 ................................................. 1,375,000 819,679 Las Vegas Local Improvement Bonds Special Assessment, Special ID No. 404, Refunding, FSA Insured, 5.85%, 11/01/09 .............. 1,180,000 1,181,156 Special ID No. 607, 6.25%, 6/01/24 ....................................... 4,855,000 3,023,548 Las Vegas Special Assessment, ID No. 505, Elkhorn Springs, 8.00%, 9/15/13 ...... 2,185,000 2,160,550 Overton Power District No. 5 Special Obligation Revenue, 8.00%, 12/01/38 ....... 7,500,000 7,919,025 -------------- 69,311,764 -------------- NEW HAMPSHIRE 0.3% New Hampshire Higher Education and Health Facilities Authority Revenue, Hillcrest Terrace, 7.50%, 7/01/24 ........................................ 15,050,000 12,526,717 New Hampshire Catholic Charities, Refunding, Series A, 5.75%, 8/01/11 .... 620,000 602,119 -------------- 13,128,836 -------------- NEW JERSEY 5.0% Hudson County Improvement Authority Solid Waste Systems Revenue, Refunding, Series 1, 6.00%, 1/01/19 ................................................. 2,180,000 1,896,273 Series 1, 6.00%, 1/01/29 ................................................. 5,000,000 3,772,400 Series 2, 6.125%, 1/01/19 ................................................ 2,125,000 1,866,302 Series 2, 6.125%, 1/01/29 ................................................ 5,105,000 3,853,152 New Jersey EDA Lease Revenue, International Center for Public Health Project, University of Medicine and Dentistry, AMBAC Insured, 6.00%, 6/01/32 ....................... 9,965,000 9,531,423 New Jersey EDA Revenue, Cigarette Tax, 5.50%, 6/15/24 ............................................ 23,000,000 17,540,720 Cigarette Tax, 5.50%, 6/15/31 ............................................ 6,500,000 4,604,210 Cigarette Tax, 5.75%, 6/15/34 ............................................ 10,000,000 7,213,200 first mortgage, Keswick Pines, Refunding, 5.75%, 1/01/24 ................. 1,500,000 1,108,935 first mortgage, Presbyterian, Series A, 6.25%, 11/01/20 .................. 7,635,000 6,189,007 Annual Report | 165 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) NEW JERSEY (CONTINUED) New Jersey EDA Special Facility Revenue, Continental Airlines Inc. Project, 6.625%, 9/15/12 .......................................................... $ 25,525,000 $ 21,764,657 6.25%, 9/15/19 ........................................................... 32,000,000 23,536,960 6.40%, 9/15/23 ........................................................... 79,890,000 55,515,561 New Jersey Health Care Facilities Financing Authority Revenue, Capital Appreciation, St. Barnabas Health, Refunding, Series B, zero cpn., 7/01/33 .................................................................. 57,680,000 5,679,750 Capital Appreciation, St. Barnabas Health, Refunding, Series B, zero cpn., 7/01/34 .................................................................. 52,330,000 4,673,069 Capital Appreciation, St. Barnabas Health, Refunding, Series B, zero cpn., 7/01/35 .................................................................. 20,000,000 1,619,400 South Jersey Hospital, 5.00%, 7/01/46 ....................................... 6,000,000 4,587,480 St. Joseph's Healthcare System, 6.625%, 7/01/38 ............................. 25,000,000 18,617,000 Trinitas Hospital Obligation Group, Pre-Refunded, 7.50%, 7/01/30 ............ 5,000,000 5,450,050 New Jersey State Transportation Trust Fund Authority Revenue, Transportation System, Series A, 6.00%, 12/15/38 ........................................... 55,000,000 57,095,500 Tobacco Settlement FICO Revenue, Capital Appreciation Bonds, Series 1B, zero cpn., 6/01/41 ..................................................................... 40,000,000 1,283,200 -------------- 257,398,249 -------------- NEW MEXICO 2.7% Farmington PCR, Public Service Co. of New Mexico, San Juan Project, Refunding, Series A, 6.30%, 12/01/16 .................................................... 24,045,000 23,090,413 Public Service Co. of New Mexico, San Juan Project, Refunding, Series B, 6.30%, 12/01/16 ....................................................... 3,175,000 3,048,953 Public Service Co. of New Mexico, San Juan Project, Refunding, Series D, 6.375%, 4/01/22 ............................................................... 66,125,000 60,142,671 Public Service Co. of New Mexico, San Juan Project, Series A, 6.60%, 10/01/29 .............................................................. 9,000,000 7,189,020 Tucson Electric Power Co., Series A, 6.95%, 10/01/20 ..................... 37,000,000 36,938,950 New Mexico State Hospital Equipment Loan Council Hospital Revenue, St. Vincent Hospital, Series A, Radian Insured, Pre-Refunded, 5.25%, 7/01/30 ........................................................... 4,360,000 4,991,372 5.00%, 7/01/35 ........................................................... 3,470,000 3,922,453 -------------- 139,323,832 -------------- NEW YORK 6.3% Corinth IDA Environmental Improvement Revenue, International Paper Co. Project, Refunding, Series A, 5.75%, 2/01/22 ................................................. 2,000,000 1,468,880 Liberty Development Corp. Revenue, Goldman Sachs Headquarters, 5.25%, 10/01/35 .................................................................... 13,000,000 10,653,760 Long Island Power Authority Electric System Revenue, General, Refunding, Series A, 6.00%, 5/01/33 ..................................................................... 12,500,000 12,960,750 MAC for City of Troy Revenue, Capital Appreciation, Series C, MBIA Insured, zero cpn., 7/15/21 .................................................................. 428,010 243,923 1/15/22 .................................................................. 649,658 355,603 MTA Revenue, Transportation, Series F, 5.00%, 11/15/30 ......................... 7,000,000 6,562,150 New York City GO, Fiscal 2003, Series I, 5.00%, 3/01/25 .................................... 9,000,000 8,806,140 Refunding, Series H, 6.25%, 8/01/15 ...................................... 20,000 20,062 Refunding, Series H, 6.125%, 8/01/25 ..................................... 10,000 9,999 Refunding, Series J, 6.00%, 8/01/21 ...................................... 5,000 5,007 Series B, 7.00%, 2/01/18 ................................................. 115,000 114,985 166 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) NEW YORK (CONTINUED) New York City GO, (continued) Series D, 7.625%, 2/01/14 ................................................ $ 5,000 $ 4,994 Series F, 7.50%, 2/01/21 ................................................. 85,000 84,988 Series G, 7.50%, 2/01/22 ................................................. 10,000 9,999 New York City IDA Civic Facility Revenue, Amboy Properties Corp. Project, Refunding, 6.75%, 6/01/20 ................ 6,145,000 5,259,997 Series C, 6.80%, 6/01/28 ................................................. 5,000,000 4,428,350 Staten Island University Hospital Project, Series C, 6.45%, 7/01/32 ...... 1,460,000 1,118,696 New York City IDA Special Facility Revenue, American Airlines Inc., JFK International Airport Project, 7.50%, 8/01/16 ............................................................... 15,000,000 12,591,000 American Airlines Inc., JFK International Airport Project, 7.625%, 8/01/25 ............................................................... 20,000,000 14,931,600 American Airlines Inc., JFK International Airport Project, 7.75%, 8/01/31 ............................................................... 15,000,000 11,252,250 American Airlines Inc., JFK International Airport Project, Series A, 8.00%, 8/01/12 ........................................................ 74,000,000 62,197,000 British Airways PLC Project, 7.625%, 12/01/32 .................................. 15,550,000 11,371,404 New York City IDAR, Liberty, 7 World Trade Center Project, Series A, 6.25%, 3/01/15 .......... 42,000,000 36,128,400 Liberty, 7 World Trade Center Project, Series A, 6.50%, 3/01/35 .......... 50,000,000 34,946,000 Liberty, 7 World Trade Center Project, Series B, 6.75%, 3/01/15 .......... 3,000,000 2,644,470 Queens Baseball Stadium, Pilot, AMBAC Insured, 5.00%, 1/01/31 ............ 9,500,000 7,907,515 New York City Municipal Water Finance Authority Water and Sewer System Revenue, Series E, 5.00%, 6/15/34 .............................................................. 10,000,000 9,872,000 New York State Dormitory Authority Revenues, Non-State Supported Debt, Orange Regional Medical Center, 6.125%, 12/01/29 ......................................................... 16,000,000 12,284,000 6.25%, 12/01/37 .......................................................... 30,000,000 22,130,400 Oneida County IDAR, Civic Facility, St. Elizabeth Medical, Series B, 6.00%, 12/01/19 ............................................................. 1,000,000 911,160 Port Authority of New York and New Jersey Special Obligation Revenue, Continental Airlines Inc., Eastern Project, La Guardia, 9.00%, 12/01/10 .......................................................... 4,520,000 4,532,249 9.125%, 12/01/15 ......................................................... 24,940,000 24,995,866 Utica IDA Civic Facility Revenue, Utica College Civic Facility, 6.75%, 12/01/21 .......................................................... 1,250,000 1,144,063 6.85%, 12/01/31 .......................................................... 2,000,000 1,717,860 -------------- 323,665,520 -------------- NORTH CAROLINA 1.9% Albemarle Hospital Authority Health Care Facilities Revenue, Refunding, 5.25%, 10/01/27 ............................................................. 4,500,000 3,449,025 North Carolina Eastern Municipal Power Agency Power System Revenue, Refunding, Series A, 5.75%, 1/01/26 ...................................... 37,500,000 33,701,250 Refunding, Series B, 5.75%, 1/01/24 ...................................... 35,750,000 33,339,377 Series D, 6.70%, 1/01/19 ................................................. 2,000,000 2,038,020 Series D, 6.75%, 1/01/26 ................................................. 13,125,000 13,138,913 North Carolina HFAR, SF, Series II, FHA Insured, 6.20%, 3/01/16 .................................................................. 805,000 801,675 9/01/17 .................................................................. 565,000 565,565 Annual Report | 167 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) NORTH CAROLINA (CONTINUED) North Carolina Medical Care Commission Health Care Facilities Revenue, Pennybyrn at Maryfield, Series A, 5.75%, 10/01/23 .......................................................... $ 3,625,000 $ 2,552,616 6.00%, 10/01/23 .......................................................... 2,500,000 1,809,050 North Carolina Medical Care Commission Retirement Facilities Revenue, first mortgage, United Methodist, Refunding, Series C, 5.25%, 10/01/24 .......................................................... 920,000 667,534 5.50%, 10/01/32 .......................................................... 1,600,000 1,096,368 North Carolina Medical Care Commission Revenue, Series A, 6.125%, 10/01/35 ..... 8,250,000 5,377,020 -------------- 98,536,413 -------------- NORTH DAKOTA 0.1% Ward County Health Care Facilities Revenue, Trinity Obligated Group, 5.125%, 7/01/25 .................................................................. 2,250,000 1,714,770 7/01/29 .................................................................. 2,500,000 1,817,350 -------------- 3,532,120 -------------- OHIO 0.8% Buckeye Tobacco Settlement Financing Authority Revenue, Asset-Backed, Senior Convertible Capital Appreciation Turbo Term Bond, Series A-3, zero cpn. to 12/01/12, 6.25% thereafter, 6/01/37 .......... 15,000,000 6,425,550 Asset-Backed, Senior Current Interest Turbo Term Bond, Series A-2, 5.75%, 6/01/34 ............................................................... 11,250,000 6,682,725 Asset-Backed, Senior Current Interest Turbo Term Bond, Series A-2, 6.00%, 6/01/42 ............................................................... 5,000,000 2,946,500 Capital Appreciation, Asset-Backed, First Sub Series B, zero cpn., 6/01/47 ............................................................... 55,000,000 949,850 Franklin County Health Care Facilities Revenue, Ohio Presbyterian, Series A, Pre-Refunded, 7.125%, 7/01/29 ............... 1,000,000 1,132,740 Presbyterian Retirement Services, Refunding, 5.50%, 7/01/17 .............. 3,100,000 2,658,746 Presbyterian Retirement Services, Refunding, 5.50%, 7/01/21 .............. 950,000 748,885 Miami County Hospital Facilities Revenue, Refunding and Improvement, Upper Valley Medical Center, 5.25%, 5/15/26 ....................................... 2,750,000 2,205,417 Scioto County Hospital Revenue, Southern Ohio Medical Center, Refunding, 5.75%, 2/15/38 ..................................................................... 17,000,000 14,589,230 Toledo Lucas County Port Authority Airport Revenue, Bax Global Project, Refunding, Series 1, 6.25%, 11/01/13 ........................................ 3,000,000 2,760,180 -------------- 41,099,823 -------------- OKLAHOMA 0.2% Oklahoma Development Finance Authority Revenue, Comanche County Hospital Project, Series B, 6.60%, 7/01/31 ........................................... 5,000,000 4,060,050 Tulsa Industrial Authority Revenue, Refunding, MBIA Insured, 5.00%, 10/01/31 ... 5,325,000 5,062,105 Valley View Hospital Authority Revenue, Valley View Regional Medical Center, Refunding, 6.00%, 8/15/14 ........................................... 3,170,000 2,994,096 -------------- 12,116,251 -------------- OREGON 0.1% Oregon State Health Housing Educational and Cultural Facilities Authority Revenue, Linfield College Project, Series A, 6.75%, 10/01/25 .......................................................... 5,000 4,572 Pre-Refunded, 6.75%, 10/01/25 ............................................ 5,215,000 5,736,292 -------------- 5,740,864 -------------- 168 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) PENNSYLVANIA 5.8% Allegheny County Hospital Development Authority Revenue, Health System, Series A, MBIA Insured, Pre-Refunded, 6.50%, 11/15/30 ..... $ 10,000,000 $ 11,070,900 Health System, Series B, Pre-Refunded, 9.25%, 11/15/15 ................... 20,490,000 22,901,058 Health System, Series B, Pre-Refunded, 9.25%, 11/15/22 ................... 24,000,000 27,630,240 West Pennsylvania Allegheny Health System, Refunding, 5.00%, 11/15/28 .... 8,360,000 4,857,076 West Pennsylvania Allegheny Health System, Refunding, 5.375%, 11/15/40 ... 70,000,000 38,762,500 Allegheny County IDAR, Environmental Improvement, USX Corp., Refunding, 6.10%, 7/15/20 ..................................................................... 5,500,000 5,193,925 Carbon County IDAR, Panther Creek Partner Project, Refunding, 6.65%, 5/01/10 ... 1,925,000 1,929,890 Delaware County IDAR, Resource Recovery Facility, Refunding, Series A, 6.10%, 7/01/13 ........................................................... 34,600,000 34,363,682 6.20%, 7/01/19 ........................................................... 17,525,000 16,225,346 Harrisburg Authority University Revenue, Harrisburg University of Science, Series A, 5.40%, 9/01/16 ................................................. 700,000 664,027 Series B, 6.00%, 9/01/36 ................................................. 3,000,000 2,317,890 Lancaster County Hospital Authority Revenue, Brethren Village Project, Series A, 6.375%, 7/01/30 .......................................................... 1,000,000 790,580 6.50%, 7/01/40 ........................................................... 3,000,000 2,314,170 Lancaster IDAR, Garden Spot Village Project, Series A, Pre-Refunded, 7.625%, 5/01/31 .......................................................... 1,650,000 1,798,550 New Morgan IDA Solid Waste Disposal Revenue, New Morgan Landfill Co. Inc., Project, 6.50%, 4/01/19 ..................................................... 3,160,000 2,951,756 Northampton County General Purpose Authority Hospital Revenue, St. Luke's Hospital Project, Series A, 5.50%, 8/15/40 .................................. 15,000,000 12,186,450 Pennsylvania Economic Development Financing Authority Exempt Facilities Revenue, Reliant Energy Seward LLC Project, Series A, 6.75%, 12/01/36 ................ 95,130,000 75,626,447 Pennsylvania State Higher Educational Facilities Authority Health Services Revenue, Allegheny Delaware Valley Obligation Group, Refunding, Series A, MBIA Insured, 5.875%, 11/15/16 ............................................................ 13,000,000 11,660,480 Philadelphia Hospitals and Higher Education Facilities Authority Hospital Revenue, Temple University Health System, Refunding, Series B, 5.50%, 7/01/26 ........ 18,000,000 13,693,680 Temple University Hospital, Refunding, Series A, 6.625%, 11/15/23 ........... 7,500,000 6,652,200 Sayre Health Care Facilities Authority Revenue, Guthrie Healthcare System, Refunding, Series A, 5.75%, 12/01/21 ........................................ 815,000 814,919 Series A, Pre-Refunded, 5.75%, 12/01/21 ..................................... 2,185,000 2,454,432 Washington County IDA, PCR, West Pennsylvania Power Co., Series G, AMBAC Insured, 6.05%, 4/01/14 .............................................................. 5,025,000 5,025,502 -------------- 301,885,700 -------------- RHODE ISLAND 0.2% Rhode Island State Health and Educational Building Corp. Revenue, Hospital Financing, Lifespan Obligated Group, Pre-Refunded, 6.50%, 8/15/32 ................................................ 8,000,000 9,239,600 Refunding, MBIA Insured, 5.75%, 5/15/23 ..................................... 405,000 398,791 Tobacco Settlement Financing Corp. Revenue, Asset-Backed, Series B, zero cpn., 6/01/52 ............................................................... 90,000,000 760,500 -------------- 10,398,891 -------------- Annual Report | 169 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) SOUTH CAROLINA 0.9% Dorchester County School District No. 002 Installment Purchase Revenue, Growth Remedy Opportunities Tax Hike, 5.25%, 12/01/29 ....................... $ 16,500,000 $ 16,272,960 Greenville County School District Installment Purchase Revenue, Building Equity Sooner Tomorrow, 5.00%, 12/01/28 ..................................... 10,000,000 9,986,800 Lancaster Educational Assistance Program Inc. Revenue, School District of Lancaster County Project, 5.00%, 12/01/26 ................................... 15,015,000 13,945,031 Scago Educational Facilities Corp. for Calhoun School District Revenue, School Project, Radian Insured, 5.00%, 12/01/26 ............................. 7,540,000 6,610,695 Scago Educational Facilities Corp. for Williamsburg School District Revenue, Williamsburg County Project, Refunding, Radian Insured, 5.00%, 12/01/31 ............................................................. 2,000,000 1,707,100 -------------- 48,522,586 -------------- TENNESSEE 0.9% Clarksville Natural Gas Acquisition Corp. Gas Revenue, 5.00%, 12/15/20 ......... 5,990,000 4,513,225 Johnson City Health and Educational Facilities Board Hospital Revenue, first mortgage, Mountain States Health, Refunding, Series A, MBIA Insured, zero cpn., 7/01/27 ..................................................................... 19,365,000 5,586,609 7/01/28 ..................................................................... 19,400,000 5,171,264 7/01/29 ..................................................................... 19,365,000 4,773,473 7/01/30 ..................................................................... 19,370,000 4,402,026 Knox County Health Educational and Housing Facilities Board Hospital Facilities Revenue, Capital Appreciation, Refunding and Improvement, Series A, FSA Insured, zero cpn., 1/01/25 ............................................................ 5,000,000 1,862,100 Capital Appreciation, Refunding and Improvement, Series A, FSA Insured, zero cpn., 1/01/26 ....................................................... 2,610,000 898,440 Covenant Health System, Refunding and Improvement, Series A, zero cpn., 1/01/37 .................................................................. 12,760,000 1,333,803 Covenant Health System, Refunding and Improvement, Series A, zero cpn., 1/01/39 .................................................................. 13,755,000 1,224,195 Knox County Health Educational and Housing Facilities Board Revenue, University Health System Inc., Refunding, 5.25%, 4/01/36 .................... 20,475,000 15,224,186 -------------- 44,989,321 -------------- TEXAS 5.5% Angelina and Neches River Authority Waste Disposal Revenue, Temple-Inland Forest Products, 6.95%, 5/01/23 ............................................. 1,750,000 1,307,303 Austin Convention Enterprises Inc. Convention Center Revenue, first tier, Refunding, Series B, 5.75%, 1/01/34 ......................................... 7,000,000 3,943,590 Series A, Pre-Refunded, 6.70%, 1/01/32 ...................................... 10,000,000 10,961,000 Bexar County Health Facilities Development Corp. Revenue, Army Retirement Residence, Refunding, 5.00%, 7/01/27 ..................................................................... 1,000,000 710,960 7/01/33 ..................................................................... 1,520,000 1,001,376 Brazos County Health Facilities Development Corp. Franciscan Services Corp. Revenue, Obligation Group, St. Joseph Regional, 5.50%, 1/01/38 ........ 5,250,000 3,983,385 Brazos River Authority PCR, Texas Utility Co., Refunding, Series A, 7.70%, 4/01/33 ...................... 21,740,000 9,530,816 TXU Electric Co. Project, Refunding, Series A, 8.25%, 10/01/30 .............. 45,000,000 20,182,050 170 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) TEXAS (CONTINUED) Brazos River Authority PCR, (continued) TXU Electric Co. Project, Refunding, Series C, 7.70%, 3/01/32 ............... $ 6,800,000 $ 2,981,256 TXU Electric Co. Project, Refunding, Series D-1, 8.25%, 5/01/33 ............. 17,000,000 7,622,290 TXU Energy Co. LLC Project, Mandatory Put 4/01/13, Refunding, Series A, 6.75%, 4/01/38 .................................................................. 1,000,000 651,960 TXU Energy Co. LLC Project, Refunding, Series B, 6.30%, 7/01/32 ............. 9,000,000 3,941,370 TXU Energy Co. LLC Project, Refunding, Series C, 6.75%, 10/01/38 ............ 1,555,000 681,230 Brazos River Harbor Navigation District Brazoria County Environmental Revenue, Dow Chemical Co. Project, Refunding, Series B-2, 4.95%, 5/15/33 2,500,000 1,578,725 Brownsville Utility System Revenue, Refunding and Improvement, Series A, AMBAC Insured, 5.00%, 9/01/31 ............................................... 12,500,000 11,884,500 Coppell Special Assessment, Gateway Project, 8.70%, 3/01/12 .................... 1,505,000 1,510,794 Dallas-Fort Worth International Airport Revenue, Joint, Refunding, Series A, Sub Series A-2, MBIA Insured, 6.10%, 11/01/24 .......... 2,000,000 2,003,500 Series B, MBIA Insured, 6.00%, 11/01/23 ..................................... 4,000,000 4,007,800 Series C, MBIA Insured, 6.25%, 11/01/28 ..................................... 3,250,000 3,250,683 El Paso Health Facilities Development Corp. Revenue, Senior Care Facilities, Bienvivir Senior Health, Pre-Refunded, 7.00%, 8/15/12 .............................................................. 535,000 583,294 7.50%, 8/15/18 .............................................................. 2,300,000 2,677,752 7.75%, 8/15/31 .............................................................. 3,000,000 3,510,690 Gulf Coast Waste Disposal Authority Waste Disposal Revenue, Valero Energy Corp. Project, 6.65%, 4/01/32 ............................................... 1,500,000 1,262,070 Harris County Health Facilities Development Corp. Hospital Revenue, Memorial Hermann Healthcare System, Refunding, Series B, 7.25%, 12/01/35 .... 13,500,000 14,270,310 Houston Airport System Revenue, Special Facilities, Continental Airlines, Series E, 6.75%, 7/01/21 .................................................... 24,995,000 18,973,705 Lubbock Educational Facilities Authority Revenue, Lubbock Christian, Refunding and Improvement, 5.25%, 11/01/37 .................................. 1,000,000 696,630 Lufkin Health Facilities Development Corp. Health System Revenue, Memorial Health System of East Texas, 5.50%, 2/15/32 ..................................................................... 1,000,000 703,860 2/15/37 ..................................................................... 2,500,000 1,705,625 Matagorda County Navigation District No. 1 Revenue, Centerpoint Energy Project, Refunding, 5.60%, 3/01/27 .......................................... 11,000,000 8,698,360 North Texas Tollway Authority Revenue, Capital Appreciation, System, first tier, Refunding, Series I, zero cpn. to 1/01/15, 6.50% thereafter, 1/01/43 .................................... 25,000,000 14,823,750 System, first tier, Refunding, Series A, 5.625%, 1/01/33 .................... 2,000,000 1,912,700 System, first tier, Refunding, Series A, 5.75%, 1/01/48 ..................... 30,000,000 28,315,800 System, first tier, Refunding, Series B, 5.75%, 1/01/40 ..................... 12,680,000 12,150,103 System, first tier, Refunding, Series K-2, 6.00%, 1/01/38 ................... 15,000,000 14,917,050 System, second tier, Refunding, Series F, 5.75%, 1/01/38 .................... 20,000,000 18,321,600 Sabine River Authority PCR, TXU Electric Co. Project, Refunding, Series A, 5.80%, 7/01/22 .................................................... 1,000,000 468,420 Series B, 6.15%, 8/01/22 .................................................... 13,115,000 6,143,197 Series C, 5.20%, 5/01/28 .................................................... 29,945,000 13,409,670 Texas State Turnpike Authority Revenue, Capital Appreciation, AMBAC Insured, zero cpn., 8/15/32 ................................................. 51,000,000 11,151,150 Annual Report | 171 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) TEXAS (CONTINUED) Trinity River Authority PCR, Texas Electric Co. Project, Refunding, 6.25%, 5/01/28 ..................................................................... $ 445,000 $ 194,981 Tyler Health Facilities Development Corp. Hospital Revenue, East Texas Medical Center, Refunding and Improvement, Series A, 5.375%, 11/01/37 .............................................................. 8,000,000 5,498,960 Mother Frances Hospital, Series B, 5.00%, 7/01/37 ........................ 3,400,000 2,147,100 Waco Health Facilities Development Corp. FHA Insured Mortgage Revenue, Hillcrest Health System Project, Series A, MBIA Insured, 5.00%, 8/01/31 ...................... 15,000,000 11,608,800 -------------- 285,880,165 -------------- UTAH 0.1% Carbon County Solid Waste Disposal Revenue, Laidlaw Inc./ECDC Environmental LC Project, Refunding, Series A, 7.50%, 2/01/10 ......................................... 5,000,000 5,029,250 -------------- VERMONT 0.3% Vermont Educational and Health Buildings Financing Agency Revenue, Fletcher Allen Health, Series A, AMBAC Insured, 6.00%, 12/01/23 .................................... 15,000,000 13,581,150 -------------- VIRGINIA 1.0% James City County EDA Residential Care Facility Revenue, first mortgage, Williamsburg Landing, Series A, 5.35%, 9/01/26 .............................. 750,000 510,547 Peninsula Ports Authority Coal Terminal Revenue, Dominion Terminal Associates, Refunding, 6.00%, 4/01/33 .............................................................. 9,000,000 7,601,580 Tobacco Settlement Financing Corp. Revenue, Asset-Backed, Pre-Refunded, 5.50%, 6/01/26 ............................... 2,500,000 2,753,125 Asset-Backed, Pre-Refunded, 5.625%, 6/01/37 .............................. 3,000,000 3,456,120 Capital Appreciation Bonds, Second Sub Series D, zero cpn., 6/01/47 ...... 50,000,000 980,500 Senior Series B1, 5.00%, 6/01/47 ......................................... 6,250,000 3,257,750 Virginia Beach Development Authority Residential Care Facility Mortgage Revenue, Westminster Canterbury Project, Refunding, 5.00%, 11/01/22 ............................................... 1,000,000 741,190 Refunding, 5.25%, 11/01/26 ............................................... 2,000,000 1,439,640 Refunding, 5.375%, 11/01/32 .............................................. 1,000,000 688,100 Series A, Pre-Refunded, 7.125%, 11/01/23 ................................. 5,000,000 5,318,100 Series A, Pre-Refunded, 7.25%, 11/01/32 .................................. 9,000,000 9,579,960 Virginia State HDA Commonwealth Mortgage Revenue, 4.80%, 7/01/29 ............... 20,500,000 17,649,680 -------------- 53,976,292 -------------- WASHINGTON 1.0% Douglas County PUD No. 1 Wells Hydroelectric Revenue, Refunding, Series B, FGIC Insured, 5.00%, 9/01/35 .............................................................. 7,685,000 7,327,263 Skagit County Public Hospital District No. 1 Revenue, Skagit Valley Hospital, 5.75%, 12/01/32 ................................................................. 2,000,000 1,415,900 Snohomish County Public Hospital District No. 3 GO, AMBAC Insured, 5.00%, 12/01/31 .................................................................... 10,000,000 9,308,600 Washington State Health Care Facilities Authority Revenue, Kadlec Medical Center, Refunding, Series A, Assured Guaranty, 5.00%, 12/01/30 .............................................................. 4,000,000 3,131,960 Providence Health and Services, Refunding, Series A, FGIC Insured, 5.00%, 10/01/36 .............................................................. 7,000,000 6,374,550 Providence Health and Services, Series A, FGIC Insured, Pre-Refunded, 5.00%, 10/01/36 ....................................................... 305,000 355,716 Virginia Mason Medical, Series B, ACA Insured, 6.00%, 8/15/37 ............ 30,000,000 23,331,000 -------------- 51,244,989 -------------- 172 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) WEST VIRGINIA 0.3% County Commission of Harrison County Solid Waste Disposal Revenue, Allegheny Energy Supply Co. LLC, Refunding, Series D, 5.50%, 10/15/37 ........................ $ 9,000,000 $ 5,958,000 Pleasants County PCR, County Commission, Series F, 5.25%, 10/15/37 ............. 14,000,000 10,019,940 -------------- 15,977,940 -------------- WISCONSIN 0.9% Central Brown County Water Authority Water System Revenue, Refunding, AMBAC Insured, 5.00%, 12/01/30 ............................................................. 11,205,000 10,503,455 Kaukauna Environmental Improvement Revenue, International Paper Co. Project, Series A, 6.70%, 5/01/24 .............................................................. 4,100,000 3,140,928 Wisconsin Housing and EDA Home Ownership Revenue, Series E, 4.90%, 9/01/37 ..... 22,210,000 18,306,592 Wisconsin State Health and Educational Facilities Authority Revenue, Fort Healthcare Inc. Project, 5.75%, 5/01/24 ............................. 5,000,000 4,374,700 New Castle Place Project, Series A, 7.00%, 12/01/31 ...................... 2,500,000 2,021,025 Thedacare Inc., AMBAC Insured, 5.00%, 12/15/30 ........................... 9,530,000 7,135,302 -------------- 45,482,002 -------------- WYOMING 0.2% Wyoming Municipal Power Agency Power Supply Revenue, Series A, 5.50%, 1/01/28 ........................................................... 1,350,000 1,353,632 5.50%, 1/01/33 ........................................................... 2,360,000 2,277,825 5.50%, 1/01/38 ........................................................... 2,810,000 2,677,284 5.375%, 1/01/42 .......................................................... 2,750,000 2,552,577 -------------- 8,861,318 -------------- U.S. TERRITORIES 2.5% GUAM 0.8% Guam Government GO, Refunding, Series A, 5.125%, 11/15/27 ......................................................... 7,270,000 5,264,788 5.25%, 11/15/37 .......................................................... 37,000,000 25,340,560 Guam Government Waterworks Authority Water and Wastewater System Revenue, Water, 6.00%, 7/01/25 ........................................................... 4,000,000 3,528,960 5.875%, 7/01/35 .......................................................... 8,000,000 6,377,360 -------------- 40,511,668 -------------- NORTHERN MARIANA ISLANDS 0.4% Northern Mariana Islands Commonwealth GO, Refunding, Series B, 5.00%, 10/01/33 .................................................................... 25,000,000 16,692,750 Northern Mariana Islands Commonwealth Ports Authority Seaport Revenue, Series A, 6.60%, 3/15/28 .................................................................. 7,655,000 6,730,506 -------------- 23,423,256 -------------- PUERTO RICO 0.6% Children's Trust Fund Puerto Rico Tobacco Settlement Revenue, Asset-Backed Bonds, Refunding, 5.50%, 5/15/39 ........................................................... 11,500,000 7,809,650 5.625%, 5/15/43 .......................................................... 3,500,000 2,341,780 Annual Report | 173 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) U.S. TERRITORIES (CONTINUED) PUERTO RICO (CONTINUED) Puerto Rico Commonwealth Aqueduct and Sewer Authority Revenue, senior lien, Series A, 6.00%, 7/01/38 .................................................................. $ 4,000,000 $ 3,643,760 7/01/44 .................................................................. 5,200,000 4,657,952 Puerto Rico Commonwealth Highway and Transportation Authority Transportation Revenue, Refunding, Series N, FGIC Insured, 5.25%, 7/01/39 .............................. 7,000,000 5,760,930 Puerto Rico Industrial Tourist Educational Medical and Environmental Control Facilities Revenue, Cogeneration Facility, AES Puerto Rico Project, 6.625%, 6/01/26 .... 1,365,000 1,223,627 University of Puerto Rico Revenues, University System, Refunding, Series P, 5.00%, 6/01/30 ..................................................................... 7,645,000 5,825,490 -------------- 31,263,189 -------------- VIRGIN ISLANDS 0.7% Virgin Islands PFAR, Virgin Islands Matching Fund Loan Notes, sub. lien, Refunding, Series E, 5.75%, 10/01/13 .......................................................... 15,000,000 15,030,450 5.875%, 10/01/18 ......................................................... 7,000,000 6,456,730 6.00%, 10/01/22 .......................................................... 14,500,000 13,100,460 -------------- 34,587,640 -------------- TOTAL U.S. TERRITORIES ......................................................... 129,785,753 -------------- TOTAL MUNICIPAL BONDS BEFORE SHORT TERM INVESTMENTS (COST $5,826,024,422) ....................................................... 4,990,422,831 -------------- SHORT TERM INVESTMENTS 1.8% MUNICIPAL BONDS 1.8% CALIFORNIA 0.1% (d) California State Economic Recovery Revenue, Series C-2, Daily VRDN and Put, 0.70%, 7/01/23 ......................................................... 8,000,000 8,000,000 -------------- MASSACHUSETTS 0.2% (d) Massachusetts State Health and Educational Facilities Authority Revenue, Museum of Fine Arts, Series A1, Daily VRDN and Put, 0.45%, 12/01/37 ......... 8,000,000 8,000,000 -------------- NEW HAMPSHIRE 0.4% (d) New Hampshire Health and Education Facilities Authority Revenue, Dartmouth College, Refunding, Series A, Daily VRDN and Put, 0.40%, 6/01/31 ..................................................................... 20,000,000 20,000,000 University of North New Hampshire, Daily VRDN and Put, 0.70%, 7/01/33 ....... 3,400,000 3,400,000 -------------- 23,400,000 -------------- NORTH CAROLINA 0.1% (d) Charlotte-Mecklenburg Hospital Authority Health Care System Revenue, Carolinas HealthCare System, Refunding, Series C, Daily VRDN and Put, 0.55%, 1/15/26 .............................................................. 3,000,000 3,000,000 -------------- OHIO 0.2% (d) Cuyahoga County Revenue, Cleveland Clinic Health System Obligated Group, Series B, Sub Series B-1, Daily VRDN and Put, 0.50%, 1/01/39 ................ 9,900,000 9,900,000 -------------- 174 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ---------------------------------------- ---------------- -------------- SHORT TERM INVESTMENTS (CONTINUED) MUNICIPAL BONDS (CONTINUED) PENNSYLVANIA 0.0%(e) (d) Geisinger Authority Health System Revenue, Geisinger Health System, Refunding, Series A, Daily VRDN and Put, 0.45%, 5/15/35 ..................... $ 1,800,000 $ 1,800,000 -------------- TENNESSEE 0.8% (d) Clarksville PBA Revenue, Pooled Financing, Tennessee Municipal Bond Fund, Daily VRDN and Put, 0.60%, 7/01/31 ..................................................................... 8,155,000 8,155,000 7/01/34 ..................................................................... 5,700,000 5,700,000 11/01/35 .................................................................... 13,200,000 13,200,000 (d) Montgomery County PBA Pooled Financing Revenue, Tennessee County Loan Pool, Daily VRDN and Put, 0.60%, 7/01/34 .................................... 12,900,000 12,900,000 -------------- 39,955,000 -------------- TOTAL SHORT TERM INVESTMENTS (COST $94,055,000) ................................ 94,055,000 -------------- TOTAL INVESTMENTS (COST $5,920,079,422) 98.2% .................................. 5,084,477,831 OTHER ASSETS, LESS LIABILITIES 1.8% ............................................ 92,842,996 -------------- NET ASSETS 100.0% .............................................................. $5,177,320,827 ============== See Abbreviations on page 238. (a) Security has been deemed illiquid because it may not be able to be sold within seven days. At February 28, 2009, the aggregate value of these securities was $4,299,240, representing 0.08% of net assets. (b) See Note 6 regarding defaulted securities. (c) The bond pays interest based upon the issuer's ability to pay, which may be less than the stated interest rate. (d) Variable rate demand notes (VRDNs) are tax-exempt obligations which contain a floating or variable interest rate adjustment formula and an unconditional right of demand to receive payment of the principal balance plus accrued interest at specified dates. The coupon rate shown represents the rate at period end. (e) Rounds to less than 0.1% of net assets. The accompanying notes are an integral part of these financial statements. Annual Report | 175 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN NEW JERSEY TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ----------------------------------------------------------- CLASS A 2009 2008(a) 2007 2006 2005 - ------- ---------- ---------- ---------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 11.45 $ 12.22 $ 12.15 $ 12.18 $ 12.23 ---------- ---------- ---------- -------- -------- Income from investment operations(b): Net investment income(c) .................... 0.51 0.50 0.51 0.52 0.54 Net realized and unrealized gains (losses) .. (0.18) (0.77) 0.08 (0.02) (0.05) ---------- ---------- ---------- -------- -------- Total from investment operations ............... 0.33 (0.27) 0.59 0.50 0.49 ---------- ---------- ---------- -------- -------- Less distributions from net investment income .. (0.49) (0.50) (0.52) (0.53) (0.54) ---------- ---------- ---------- -------- -------- Redemption fees(d, e) .......................... -- -- -- -- -- ---------- ---------- ---------- -------- -------- Net asset value, end of year ................... $ 11.29 $ 11.45 $ 12.22 $ 12.15 $ 12.18 ========== ========== ========== ======== ======== Total return(f) ................................ 2.94% (2.29)% 4.96% 4.17% 4.13% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 0.63% 0.64% 0.64% 0.65% 0.65% Net investment income .......................... 4.41% 4.17% 4.23% 4.28% 4.47% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $1,100,142 $1,081,204 $1,006,797 $892,122 $792,518 Portfolio turnover rate ........................ 10.97% 10.99% 3.65% 8.11% 11.50% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. 176 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN NEW JERSEY TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ------------------------------------------------ CLASS B 2009 2008(a) 2007 2006 2005 - ------- ------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 11.52 $ 12.28 $ 12.22 $ 12.24 $ 12.29 Income from investment operations(b): Net investment income(c) .................... 0.44 0.44 0.45 0.46 0.47 Net realized and unrealized gains (losses) .. (0.17) (0.76) 0.06 (0.02) (0.05) ------- ------- ------- ------- ------- Total from investment operations ............... 0.27 (0.32) 0.51 0.44 0.42 ------- ------- ------- ------- ------- Less distributions from net investment income .. (0.43) (0.44) (0.45) (0.46) (0.47) ------- ------- ------- ------- ------- Redemption fees(d, e) .......................... -- -- -- -- -- ------- ------- ------- ------- ------- Net asset value, end of year ................... $ 11.36 $ 11.52 $ 12.28 $ 12.22 $ 12.24 ======= ======= ======= ======= ======= Total return(f) ................................ 2.36% (2.73)% 4.28% 3.66% 3.55% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 1.18% 1.19% 1.19% 1.20% 1.20% Net investment income .......................... 3.86% 3.62% 3.68% 3.73% 3.92% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $47,329 $60,396 $72,203 $78,327 $83,208 Portfolio turnover rate ........................ 10.97% 10.99% 3.65% 8.11% 11.50% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. Annual Report | 177 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN NEW JERSEY TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ----------------------------------------------------- CLASS C 2009 2008(a) 2007 2006 2005 - ------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 11.55 $ 12.31 $ 12.24 $ 12.27 $ 12.32 Income from investment operations(b): Net investment income(c) .................... 0.45 0.44 0.45 0.46 0.48 Net realized and unrealized gains (losses) .. (0.18) (0.76) 0.07 (0.03) (0.06) -------- -------- -------- -------- -------- Total from investment operations ............... 0.27 (0.32) 0.52 0.43 0.42 -------- -------- -------- -------- -------- Less distributions from net investment income .. (0.43) (0.44) (0.45) (0.46) (0.47) -------- -------- -------- -------- -------- Redemption fees(d, e) .......................... -- -- -- -- -- -------- -------- -------- -------- -------- Net asset value, end of year ................... $ 11.39 $ 11.55 $ 12.31 $ 12.24 $ 12.27 ======== ======== ======== ======== ======== Total return(f) ................................ 2.35% (2.73)% 4.35% 3.57% 3.53% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 1.18% 1.19% 1.19% 1.20% 1.20% Net investment income .......................... 3.86% 3.62% 3.68% 3.73% 3.92% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $207,945 $166,918 $158,706 $139,401 $117,356 Portfolio turnover rate ........................ 10.97% 10.99% 3.65% 8.11% 11.50% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. 178 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN NEW JERSEY TAX-FREE INCOME FUND PERIOD ENDED FEBRUARY 28, ADVISOR CLASS 2009(a) - ------------- ------------ PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ........... $11.78 Income from investment operations(b): Net investment income(c) .................... 0.35 Net realized and unrealized gains (losses) .. (0.51) ------ Total from investment operations ............... (0.16) ------ Less distributions from net investment income .. (0.33) ------ Redemption fees(d, e) .......................... -- ------ Net asset value, end of period ................. $11.29 ====== Total return(f) ................................ (1.29)% RATIOS TO AVERAGE NET ASSETS(g) Expenses ....................................... 0.53% Net investment income .......................... 4.51% SUPPLEMENTAL DATA Net assets, end of period (000's) .............. $ 770 Portfolio turnover rate ........................ 10.97% (a) For the period July 1, 2008 (effective date) to February 28, 2009. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return is not annualized for periods less than one year. (g) Ratios are annualized for periods less than one year. The accompanying notes are an integral part of these financial statements. Annual Report | 179 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 FRANKLIN NEW JERSEY TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ------------------------------------- ---------------- -------------- MUNICIPAL BONDS 97.5% DELAWARE 1.0% Delaware River and Bay Authority Revenue, MBIA Insured, 5.00%, 1/01/27 ................................................ $ 10,000,000 $ 10,009,600 Series A, AMBAC Insured, Pre-Refunded, 5.75%, 1/01/29 ....................... 4,000,000 4,208,360 -------------- 14,217,960 -------------- NEW JERSEY 70.9% Atlantic County Improvement Authority Luxury Tax Revenue, Convention Center Project, MBIA Insured, ETM, 7.40%, 7/01/16 ........................................... 9,500,000 11,493,670 Bergen County Improvement Authority School District Revenue GO, Wyckoff Township Board of Education Project, 5.00%, 4/01/32 ........................................ 3,400,000 3,449,640 Bergen County Utilities Authority Water PCR, System, AMBAC Insured, 5.00%, 12/15/31 .................................................................... 3,000,000 3,015,180 Berhards Township School District GO, MBIA Insured, 5.00%, 7/15/30 ............. 10,038,000 11,369,862 Berkeley Township Board of Education GO, FSA Insured, 4.75%, 8/01/22 ........... 1,975,000 2,008,615 Cape May County Industrial PCFA Revenue, Atlantic City Electric Co., Refunding, Series A, MBIA Insured, 6.80%, 3/01/21 ................................................ 5,400,000 6,226,470 Carteret Board of Education COP, MBIA Insured, Pre-Refunded, 5.75%, 1/15/30 .... 1,155,000 1,217,451 Egg Harbor Township School District GO, FGIC Insured, Pre-Refunded, 5.125%, 7/15/24 .............................. 4,870,000 5,361,480 MBIA Insured, Pre-Refunded, 5.00%, 4/01/29 ............................... 3,195,000 3,663,866 MBIA Insured, Pre-Refunded, 5.00%, 4/01/30 ............................... 3,027,000 3,471,212 Freehold Township Board of Education GO, MBIA Insured, Pre-Refunded, 5.00%, 2/15/30 .............................................................. 1,500,000 1,609,365 Gloucester County Improvement Authority Solid Waste Resource Recovery Revenue, Waste Management Inc. Project, Mandatory Put 12/01/09, Refunding, Series A, 6.85%, 12/01/29 ................................................ 1,375,000 1,386,660 Series B, 7.00%, 12/01/29 ................................................ 1,250,000 1,261,938 Hammonton School District GO, FGIC Insured, Pre-Refunded, 5.00%, 8/01/26 .................................................................. 1,155,000 1,270,096 8/01/27 .................................................................. 1,215,000 1,336,075 Higher Education Student Assistance Authority Student Loan Revenue, Series A, MBIA Insured, 6.15%, 6/01/19 .............................................................. 1,150,000 1,105,380 Hoboken GO, Parking Utility, Series A, FGIC Insured, 5.00%, 1/01/23 ............ 4,315,000 4,356,553 Hoboken Parking Authority Parking Revenue, AMBAC Insured, Pre-Refunded, 5.30%, 5/01/27 .............................................................. 3,600,000 3,983,652 Hudson County Improvement Authority Lease Revenue, County Secured, County Services Building Project, FSA Insured, 5.00%, 4/01/32 ...................... 3,895,000 3,915,410 Hudson County Improvement Authority Parking Revenue, County-Guaranteed, Harrison Parking Facility Redevelopment Project, Series C, Assured Guaranty, 5.125%, 1/01/34 .................................................................. 2,000,000 1,987,340 Hudson County Improvement Authority Solid Waste Systems Revenue, Koppers Site Project, Series A, 6.125%, 1/01/29 ................................................... 6,510,000 4,913,618 Jersey City GO, Series A, FSA Insured, Pre-Refunded, 5.625%, 3/01/20 ........... 1,000,000 1,058,830 Lafayette Yard Community Development Corp. Revenue, Hotel/Conference Center Project, Trenton Guaranteed, MBIA Insured, Pre-Refunded, 6.00%, 4/01/29 ........................................................... 1,750,000 1,868,090 5.80%, 4/01/35 ........................................................... 2,520,000 2,684,657 Middlesex County COP, MBIA Insured, 5.00%, 8/01/31 ........................................................... 3,250,000 3,254,973 zero cpn., 6/15/24 ....................................................... 1,000,000 445,640 180 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN NEW JERSEY TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) NEW JERSEY (CONTINUED) Middlesex County Improvement Authority Lease Revenue, County Guaranteed, Regional Educational Services Commission, 5.25%, 12/15/33 ................... $ 3,000,000 $ 3,087,630 Middlesex County Improvement Authority Revenue, Administration Building Residential Project, FNMA Insured, 5.25%, 7/01/21 ........................................................... 750,000 754,830 5.35%, 7/01/34 ........................................................... 1,575,000 1,431,140 Monroe Township Municipal Utilities Authority Middlesex County Revenue, FGIC Insured, Pre-Refunded, 5.00%, 2/01/26 ................................................ 1,000,000 1,071,470 Morristown Parking Authority Parking Revenue, MBIA Insured, 5.00%, 8/01/30 .................................................................. 1,815,000 1,807,831 8/01/33 .................................................................. 2,630,000 2,604,252 Mount Olive Township Board of Education GO, MBIA Insured, Pre-Refunded, 5.00%, 7/15/29 .................................................................. 7,875,000 9,001,834 New Jersey EDA Lease Revenue, International Center for Public Health Project, University of Medicine and Dentistry, AMBAC Insured, 6.00%, 6/01/32 ....................... 5,000,000 4,782,450 New Jersey EDA Revenue, Cigarette Tax, 5.50%, 6/15/24 ............................................ 5,000,000 3,813,200 Cigarette Tax, 5.75%, 6/15/34 ............................................ 5,000,000 3,606,600 Hillcrest Health Services System Project, Refunding, AMBAC Insured, 5.375%, 1/01/16 ....................................................... 2,500,000 2,520,400 Jewish Community Housing Corp. Metropolitan Project, 5.90%, 12/01/31 ..... 5,110,000 5,132,075 Motor Vehicle Surcharge Revenue, Series A, MBIA Insured, 5.00%, 7/01/27 .. 5,000,000 4,720,900 Motor Vehicle Surcharge Revenue, Series A, MBIA Insured, 5.00%, 7/01/29 .. 12,500,000 11,607,500 Motor Vehicle Surcharge Revenue, Series A, MBIA Insured, 5.00%, 7/01/34 .. 10,000,000 9,516,700 Municipal Rehabilitation, Series A, AMBAC Insured, 5.00%, 4/01/28 ........ 21,740,000 21,475,859 School Facilities Construction, Refunding, Series K, FGIC Insured, 5.25%, 12/15/21 .............................................................. 10,000,000 10,905,400 School Facilities Construction, Series C, MBIA Insured, 4.75%, 6/15/25 ... 16,500,000 16,424,760 School Facilities Construction, Series L, FSA Insured, 5.00%, 3/01/30 .... 10,500,000 10,194,450 School Facilities Construction, Series O, 5.125%, 3/01/28 ................ 5,000,000 4,955,050 School Facilities Construction, Series P, 5.00%, 9/01/30 ................. 4,250,000 4,010,937 School Facilities Construction, Series P, MBIA Insured, 5.00%, 9/01/30 ... 5,480,000 5,430,132 School Facilities Construction, Series U, AMBAC Insured, 5.00%, 9/01/37 .. 5,000,000 4,881,200 School Facilities Construction, Series Y, 5.00%, 9/01/33 ................. 6,000,000 5,516,700 School Facilities Construction, Series Z, Assured Guaranty, 5.50%, 12/15/34 .............................................................. 3,000,000 3,058,830 Series U, 5.00%, 9/01/37 ................................................. 5,000,000 4,809,150 Series U, FSA Insured, 5.00%, 9/01/32 .................................... 2,000,000 1,935,560 Transportation Project Sub Lease, Series A, FSA Insured, Pre-Refunded, 5.25%, 5/01/17 ........................................................ 5,000,000 5,038,150 Transportation Project Sub Lease, Series A, FSA Insured, Pre-Refunded, 5.00%, 5/01/18 ........................................................ 2,000,000 2,014,480 New Jersey EDA State Lease Revenue, Liberty State Park Lease Rental, Refunding, AMBAC Insured, 5.75%, 3/15/20 .................................... 4,605,000 4,605,829 New Jersey EDA Water Facilities Revenue, Hackensack Water Co. Project, Refunding, Series A, MBIA Insured, 5.80%, 3/01/24 ........................... 1,000,000 995,050 New Jersey Health Care Facilities Financing Authority Revenue, Atlantic City Medical Center, Pre-Refunded, 5.75%, 7/01/25 ............... 2,170,000 2,457,395 Atlantic City Medical Center, Refunding, 5.75%, 7/01/25 ..................... 2,830,000 2,791,455 Atlantic Health System Hospital Corp., Series A, 5.00%, 7/01/27 ............. 8,000,000 6,895,600 Atlanticare Regional Medical Center, 5.00%, 7/01/25 ......................... 4,605,000 4,116,640 Annual Report | 181 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN NEW JERSEY TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) NEW JERSEY (CONTINUED) New Jersey Health Care Facilities Financing Authority Revenue, (continued) Atlanticare Regional Medical Center, Refunding, 5.00%, 7/01/37 .............. $ 19,490,000 $ 15,651,834 Burdette Tomlin Memorial Hospital, 5.50%, 7/01/29 ........................... 5,725,000 5,121,413 Englewood Hospital, MBIA Insured, 5.00%, 8/01/31 ............................ 9,275,000 9,030,696 Franciscan St. Mary's Hospital, ETM, 5.875%, 7/01/12 ........................ 1,980,000 2,118,065 Hackensack University Medical Center, 6.00%, 1/01/34 ........................ 10,000,000 8,990,400 Hackensack University Medical Center, Refunding, Assured Guaranty, 5.25%, 1/01/31 ........................................................... 5,000,000 4,841,850 Hackensack University Medical Center, Refunding, Assured Guaranty, 5.25%, 1/01/36 ........................................................... 5,000,000 4,942,850 Holy Name Hospital, 5.00%, 7/01/36 .......................................... 5,000,000 3,524,850 Hunterdon Medical Center, Series A, 5.125%, 7/01/35 ......................... 2,000,000 1,516,400 Jersey City Medical Center, AMBAC Insured, 5.00%, 8/01/31 ................... 5,000,000 4,868,300 JFK Medical Center/Hartwyck, Refunding, MBIA Insured, 5.00%, 7/01/25 ........ 7,855,000 5,621,352 Meridian Health System Obligated Group, FSA Insured, 5.25%, 7/01/29 ......... 20,000,000 18,946,200 Meridian Health System Obligated Group Issue, Refunding, FSA Insured, 5.375%, 7/01/24 .......................................................... 6,500,000 6,513,065 Meridian Health System Obligated Group Issue, Tranche I, Assured Guaranty, 5.00%, 7/01/38 .................................................................. 10,000,000 9,344,200 Meridian Health System Obligated Group Issue, Tranche II, Assured Guaranty, 5.00%, 7/01/38 ................................................. 10,000,000 9,344,200 Robert Wood Johnson University Hospital, 5.75%, 7/01/25 ..................... 5,000,000 4,942,250 Somerset Medical Center, 5.75%, 7/01/28 ..................................... 11,000,000 6,606,380 South Jersey Hospital, 5.00%, 7/01/36 ....................................... 10,000,000 8,007,300 South Jersey Hospital, 5.00%, 7/01/46 ....................................... 27,200,000 20,796,576 South Jersey Hospital, Pre-Refunded, 5.875%, 7/01/21 ........................ 10,000,000 11,347,300 South Jersey Hospital, Pre-Refunded, 6.00%, 7/01/32 ......................... 18,600,000 21,180,936 Southern Ocean County Hospital, FSA Insured, 5.00%, 7/01/27 ................. 2,000,000 1,883,100 St. Barnabas Health Care System, Series A, 5.00%, 7/01/29 ................... 12,000,000 8,765,280 St. Mary's Hospital Passaic, Series 1, 5.00%, 3/01/26 ....................... 3,355,000 3,027,284 St. Mary's Hospital Passaic, Series 1, 5.00%, 3/01/27 ....................... 3,345,000 2,952,364 St. Peter's University Hospital, Refunding, Series A, 6.875%, 7/01/30 ....... 1,500,000 1,355,250 State Contract Hospital Asset Transitions Program, Series A, 5.25%, 10/01/38 ................................................................. 15,000,000 14,582,550 New Jersey State Educational Facilities Authority Revenue, College of New Jersey, Refunding, Series D, FSA Insured, 5.00%, 7/01/28 ..... 5,940,000 5,979,204 College of New Jersey, Refunding, Series D, FSA Insured, 5.00%, 7/01/35 ..... 11,000,000 10,840,830 FGIC Insured, Pre-Refunded, 5.50%, 7/01/30 .................................. 6,615,000 7,012,958 Kean University, Series B, MBIA Insured, Pre-Refunded, 5.00%, 7/01/30 ....... 5,240,000 6,066,138 Kean University, Series D, FGIC Insured, 5.00%, 7/01/39 ..................... 15,395,000 14,678,517 Kean University, Series D, FGIC Insured, Pre-Refunded, 5.00%, 7/01/33 ....... 10,000,000 11,214,700 Montclair State University, Refunding, Series A, AMBAC Insured, 5.00%, 7/01/31 .................................................................. 16,000,000 15,517,440 Montclair State University, Refunding, Series A, AMBAC Insured, 5.00%, 7/01/36 .................................................................. 20,000,000 19,109,800 Montclair State University, Series J, 5.25%, 7/01/38 ........................ 2,000,000 1,916,220 Princeton University, Refunding, Series A, 5.00%, 7/01/30 ................... 5,000,000 5,091,900 Princeton University, Refunding, Series E, 5.00%, 7/01/33 ................... 5,000,000 5,115,850 Princeton University, Series D, Pre-Refunded, 5.00%, 7/01/29 ................ 1,000,000 1,142,100 Ramapo College of New Jersey, Series D, AMBAC Insured, Pre-Refunded, 5.00%, 7/01/25 .................................................................. 1,000,000 1,080,850 Ramapo College of New Jersey, Series D, AMBAC Insured, Pre-Refunded, 5.00%, 7/01/31 ........................................................... 1,500,000 1,621,275 182 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN NEW JERSEY TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) NEW JERSEY (CONTINUED) New Jersey State Educational Facilities Authority Revenue, (continued) Ramapo College of New Jersey, Series D, MBIA Insured, Pre-Refunded, 5.00%, 7/01/36 .................................................................. $ 6,745,000 $ 7,735,773 Ramapo College of New Jersey, Series E, FGIC Insured, Pre-Refunded, 5.00%, 7/01/34 .................................................................. 2,000,000 2,257,360 Refunding, Series D, 5.00%, 7/01/27 ......................................... 1,325,000 1,058,251 Refunding, Series D, 5.00%, 7/01/33 ......................................... 1,000,000 762,080 Richard Stockton College, Refunding, Series A, 5.375%, 7/01/38 .............. 5,000,000 5,005,050 Richard Stockton College, Refunding, Series F, AMBAC Insured, 5.00%, 7/01/28 .................................................................. 2,370,000 2,326,629 Rowan University, Refunding, Series C, FGIC Insured, 5.00%, 7/01/31 ......... 1,505,000 1,500,876 Rowan University, Refunding, Series D, AMBAC Insured, 5.00%, 7/01/24 ........ 1,755,000 1,810,528 Rowan University, Series C, FGIC Insured, Pre-Refunded, 5.00%, 7/01/31 ...... 495,000 542,208 Rowan University, Series K, FGIC Insured, Pre-Refunded, 5.00%, 7/01/27 ...... 1,000,000 1,113,430 Seton Hall University, Refunding, Series E, 6.25%, 7/01/37 .................. 5,000,000 5,196,100 Seton Hall University Project, Series G, AMBAC Insured, 5.00%, 7/01/26 ...... 1,870,000 1,888,663 Stevens Institute of Technology, Refunding, Series A, 5.00%, 7/01/34 ........ 4,750,000 3,713,882 Stevens Institute of Technology, Refunding, Series I, 5.00%, 7/01/18 ........ 590,000 528,776 Stevens Institute of Technology, Refunding, Series I, 5.00%, 7/01/28 ........ 865,000 684,708 Stevens Institute of Technology, Series I, ETM, 5.00%, 7/01/18 .............. 510,000 518,660 Stevens Institute of Technology, Series I, ETM, 5.00%, 7/01/28 .............. 710,000 716,049 University of Medical Dentistry, Series C, AMBAC Insured, 5.125%, 12/01/29 .. 2,700,000 2,292,219 William Paterson University, Series C, Assured Guaranty, 5.00%, 7/01/38 ..... 5,500,000 5,499,615 New Jersey State Higher Education Assistance Authority Student Loan Revenue, Series A, Assured Guaranty, 6.125%, 6/01/30 ........................ 10,000,000 9,408,100 New Jersey State Highway Authority Garden State Parkway General Revenue, ETM, 6.20%, 1/01/10 ......................................................... 2,440,000 2,552,874 New Jersey State Housing and Mortgage Finance Agency MFHR, Series A1, FSA Insured, 6.35%, 11/01/31 ..................................... 2,000,000 2,005,860 Series B, FSA Insured, 6.25%, 11/01/26 ...................................... 970,000 977,663 Series D, FSA Insured, 5.50%, 5/01/22 ....................................... 765,000 769,498 Series E1, FSA Insured, 5.70%, 5/01/20 ...................................... 2,595,000 2,631,953 Series E1, FSA Insured, 5.75%, 5/01/25 ...................................... 1,165,000 1,174,786 Series I, 5.75%, 11/01/38 ................................................... 4,030,000 3,885,404 New Jersey State Housing and Mortgage Finance Agency Revenue, Home Buyer, Series CC, MBIA Insured, 5.875%, 10/01/31 ....................... 1,025,000 1,022,960 Home Buyer, Series U, MBIA Insured, 5.85%, 4/01/29 .......................... 3,050,000 3,042,711 Series AA, 6.50%, 10/01/38 .................................................. 9,000,000 9,518,400 New Jersey State Transportation Corp. COP, Federal Transportation Administration Grants, Series A, AMBAC Insured, Pre-Refunded, 6.125%, 9/15/15 ...................... 2,000,000 2,056,600 New Jersey State Transportation Trust Fund Authority Revenue, Capital Appreciation, Transportation System, Series C, FSA Insured, zero cpn., 12/15/33 ................................................... 10,000,000 2,327,600 Transportation System, Series A, 6.00%, 12/15/38 ......................... 25,000,000 25,952,500 Transportation System, Series A, AMBAC Insured, 5.00%, 12/15/34 .......... 10,000,000 9,379,900 Transportation System, Series B, MBIA Insured, Pre-Refunded, 5.00%, 12/15/21 .............................................................. 10,000,000 11,021,500 Annual Report | 183 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN NEW JERSEY TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) NEW JERSEY (CONTINUED) New Jersey State Turnpike Authority Turnpike Revenue, Growth and Income Securities, Series B, AMBAC Insured, zero cpn. to 1/01/15, 5.15% thereafter, 1/01/35 .................................... $ 7,500,000 $ 5,044,950 Series A, AMBAC Insured, 5.00%, 1/01/30 .................................. 13,500,000 13,024,935 Series A, MBIA Insured, Pre-Refunded, 5.60%, 1/01/22 ..................... 7,500,000 7,806,825 Series A, MBIA Insured, Pre-Refunded, 5.50%, 1/01/25 ..................... 16,300,000 16,953,467 Series C, FSA Insured, 5.00%, 1/01/35 .................................... 15,175,000 14,850,862 Newark Housing Authority Port Authority Revenue, Newark Marine Terminal, MBIA Insured, Pre-Refunded, 5.00%, 1/01/26 ........................................................... 3,245,000 3,657,083 5.50%, 1/01/27 ........................................................... 3,240,000 3,725,190 5.50%, 1/01/28 ........................................................... 2,000,000 2,299,500 5.00%, 1/01/34 ........................................................... 29,155,000 32,857,393 5.00%, 1/01/37 ........................................................... 3,965,000 4,468,515 North Hudson Sewer Authority New Jersey Sewer Revenue, Series C, MBIA Insured, 5.00%, 8/01/22 .................................................................. 1,000,000 1,018,790 8/01/31 .................................................................. 1,000,000 1,004,450 Ocean County Board of Education GO, Cape May, FGIC Insured, Pre-Refunded, 5.00%, 4/01/21 .................................................................. 2,155,000 2,322,314 4/01/22 .................................................................. 2,142,000 2,308,305 Passaic County Improvement Authority Parking Facilities Revenue, Paterson Parking Deck Project, Series A, FSA Insured, 5.00%, 4/15/35 ................. 1,375,000 1,370,944 Passaic Valley Sewer Commissioners GO, Sewer System, Refunding, Series E, AMBAC Insured, 5.75%, 12/01/22 .............................................. 8,925,000 9,137,326 Rutgers State University COP, AMBAC Insured, 5.00%, 1/01/34 .................... 1,000,000 994,300 Rutgers State University Revenue, Series F, 5.00%, 5/01/39 ..................... 15,000,000 15,022,650 Salem County Improvement Authority Revenue, City Guaranteed, Finlaw State Office Building, FSA Insured, 5.25%, 8/15/38 ................................ 1,625,000 1,596,254 South Jersey Transportation Authority Transportation System Revenue, AMBAC Insured, 5.00%, 11/01/29 .............................................. 12,000,000 11,847,000 Sussex County Municipal Utilities Authority Wastewater Facilities Revenue, Capital Appreciation, Series B, FSA Insured, zero cpn., 12/01/35 ................................................................. 2,815,000 586,871 12/01/36 ................................................................. 2,810,000 548,006 12/01/37 ................................................................. 2,815,000 516,130 12/01/38 ................................................................. 2,810,000 481,494 Tobacco Settlement FICO Revenue, Asset-Backed, Pre-Refunded, 6.00%, 6/01/37 ..................................................................... 13,000,000 14,804,010 Union County Utilities Authority Solid Waste Revenue, Sub Lease, Ogden Martin, Refunding, Series A, AMBAC Insured, 5.35%, 6/01/23 .................. 2,345,000 2,169,547 University of Medicine and Dentistry COP, AMBAC Insured, 5.00%, 4/15/32 ............................................ 4,625,000 3,664,989 MBIA Insured, 5.00%, 6/15/29 ............................................. 2,090,000 1,682,638 MBIA Insured, 5.00%, 6/15/36 ............................................. 18,000,000 13,838,400 Series A, MBIA Insured, 5.00%, 9/01/22 ................................... 1,700,000 1,608,931 University of Medicine and Dentistry Revenue, Series A, AMBAC Insured, 5.00%, 12/01/24 ................................................................. 2,500,000 2,193,975 12/01/31 ................................................................. 29,395,000 23,235,866 184 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN NEW JERSEY TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) NEW JERSEY (CONTINUED) Upper Freehold Regional School District GO, MBIA Insured, Pre-Refunded, 5.00%, 2/15/35 ..................................................................... $ 8,730,000 $ 10,130,292 West Orange County Board of Education COP, MBIA Insured, Pre-Refunded, 5.625%, 10/01/29 .................................................................... 2,000,000 2,077,280 Woodbridge Township GO, FGIC Insured, 5.00%, 7/15/24 ........................... 1,220,000 1,240,581 -------------- 960,866,418 -------------- NEW YORK 5.3% Port Authority of New York and New Jersey Revenue, Consolidated, One Hundred Forty-eighth Series, FSA Insured, 5.00%, 8/15/34 ............. 10,000,000 9,816,100 One Hundred Forty-eighth Series, FSA Insured, 5.00%, 8/15/37 ............. 5,000,000 4,888,500 One Hundred Forty-fourth Series, 5.00%, 10/01/29 ......................... 5,000,000 5,024,850 One Hundred Forty-ninth Series, 5.00%, 11/15/31 .......................... 10,000,000 9,945,500 One Hundred Twenty-fifth Series, FSA Insured, 5.00%, 4/15/32 ............. 23,950,000 24,002,211 Refunding, One Hundred Fifty-third Series, 5.00%, 7/15/38 ................ 5,000,000 4,857,300 Refunding, One Hundred Forty-second Series, 5.00%, 7/15/30 ............... 5,940,000 5,946,475 Port Authority of New York and New Jersey Special Obligation Revenue, John F. Kennedy International Air Terminal, MBIA Insured, 5.75%, 12/01/22 .................................................................... 8,000,000 6,922,240 -------------- 71,403,176 -------------- PENNSYLVANIA 1.7% Delaware River Joint Toll Bridge Commission Bridge Revenue, Series A, MBIA Insured, 5.00%, 7/01/35 ................................................ 5,000,000 4,801,750 Delaware River Port Authority Pennsylvania and New Jersey Revenue, FSA Insured, 5.75%, 1/01/22 .................................................................. 8,500,000 8,626,650 1/01/26 .................................................................. 10,000,000 10,110,700 -------------- 23,539,100 -------------- U.S. TERRITORIES 18.6% PUERTO RICO 17.8% Puerto Rico Commonwealth Aqueduct and Sewer Authority Revenue, senior lien, Series A, 6.00%, 7/01/44 .................................................... 4,100,000 3,672,616 Puerto Rico Commonwealth GO, Public Improvement, FSA Insured, Pre-Refunded, 5.125%, 7/01/30 ............................... 13,655,000 14,896,513 Refunding, FSA Insured, 5.125%, 7/01/30 .................................. 8,350,000 8,009,570 Series A, 5.00%, 7/01/29 ................................................. 10,000,000 8,271,200 Series B, 5.00%, 7/01/35 ................................................. 1,825,000 1,460,566 Series B, Pre-Refunded, 5.00%, 7/01/35 ................................... 3,175,000 3,710,115 Puerto Rico Commonwealth Highway and Transportation Authority Highway Revenue, Refunding, Series CC, FSA Insured, 5.25%, 7/01/34 ........................... 5,000,000 4,944,350 Puerto Rico Commonwealth Highway and Transportation Authority Transportation Revenue, Refunding, Series N, MBIA Insured, 5.25%, 7/01/32 ........................ 10,000,000 8,392,200 Series B, Pre-Refunded, 6.00%, 7/01/39 ................................... 10,000,000 10,710,800 Series D, Pre-Refunded, 5.375%, 7/01/36 .................................. 5,000,000 5,541,800 Annual Report | 185 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN NEW JERSEY TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) U.S. TERRITORIES (CONTINUED) PUERTO RICO (CONTINUED) Puerto Rico Commonwealth Infrastructure Financing Authority Special Obligation, Series A, Pre-Refunded, 5.50%, 10/01/32 ..................................... $ 1,000,000 $ 1,065,780 Puerto Rico Commonwealth Infrastructure Financing Authority Special Tax Revenue, 5.00%, 7/01/37 .............................................................. 8,000,000 6,291,360 Puerto Rico Electric Power Authority Power Revenue, Series II, Pre-Refunded, 5.25%, 7/01/31 .................................. 13,000,000 14,635,400 Series RR, FGIC Insured, Pre-Refunded, 5.00%, 7/01/35 .................... 46,440,000 53,661,884 Series TT, 5.00%, 7/01/32 ................................................ 22,000,000 18,365,600 Series TT, 5.00%, 7/01/37 ................................................ 17,925,000 14,623,753 Series WW, 5.50%, 7/01/38 ................................................ 16,620,000 14,680,446 Puerto Rico Industrial Tourist Educational Medical and Environmental Control Facilities Revenue, University Plaza Project, Series A, MBIA Insured, 5.00%, 7/01/33 ..................................................................... 1,000,000 803,610 Puerto Rico PBA Guaranteed Revenue, Government Facilities, Refunding, Series D, 5.375%, 7/01/33 ..................................... 6,830,000 5,773,057 Refunding, Series N, 5.00%, 7/01/32 ...................................... 20,000,000 16,025,600 Series D, Pre-Refunded, 5.375%, 7/01/33 .................................. 18,170,000 20,046,234 Puerto Rico Public Finance Corp. Revenue, Commonwealth Appropriation, Series A, MBIA Insured, Pre-Refunded, 5.00%, 8/01/29 .................................. 5,000,000 5,393,800 -------------- 240,976,254 -------------- VIRGIN ISLANDS 0.8% Virgin Islands PFAR, Gross Receipts Taxes Loan Note, Radian Insured, 5.00%, 10/01/33 ............. 5,000,000 4,035,850 Virgin Islands Matching Fund Loan Notes, senior lien, Refunding, Series A, 5.50%, 10/01/15 .......................................................... 2,500,000 2,391,450 Virgin Islands Matching Fund Loan Notes, senior lien, Refunding, Series A, 5.50%, 10/01/18 .......................................................... 3,045,000 2,680,696 Virgin Islands Matching Fund Loan Notes, senior lien, Refunding, Series A, 5.50%, 10/01/22 .......................................................... 2,000,000 1,656,860 -------------- 10,764,856 -------------- TOTAL U.S. TERRITORIES ......................................................... 251,741,110 -------------- TOTAL MUNICIPAL BONDS BEFORE SHORT TERM INVESTMENTS (COST $1,366,414,408) ....................................................... 1,321,767,764 -------------- SHORT TERM INVESTMENTS 1.4% MUNICIPAL BONDS 1.4% NEW JERSEY 0.4% (a) Mercer County Improvement Authority Revenue, Atlantic Foundation Project, Refunding, Daily VRDN and Put, 0.45%, 9/01/28 ............................... 4,000,000 4,000,000 (a) New Jersey EDA School Revenue, School Facilities Construction, Series R, Sub Series R-3, Daily VRDN and Put, 0.40%, 9/01/31 .......................... 1,400,000 1,400,000 -------------- 5,400,000 -------------- 186 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN NEW JERSEY TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ---------------------------------------- ---------------- -------------- SHORT TERM INVESTMENTS (CONTINUED) MUNICIPAL BONDS (CONTINUED) NEW YORK 1.0% (a) Port Authority of New York and New Jersey Special Obligation Revenue, Versatile Structure Obligations, Refunding, Series 3, Daily VRDN and Put, 0.28%, 6/01/20 .................. $ 5,000,000 $ 5,000,000 Series 2, Daily VRDN and Put, 0.48%, 5/01/19 ............................. 9,000,000 9,000,000 -------------- 14,000,000 -------------- TOTAL SHORT TERM INVESTMENTS (COST $19,400,000) ................................ 19,400,000 -------------- TOTAL INVESTMENTS (COST $1,385,814,408) 98.9% .................................. 1,341,167,764 OTHER ASSETS, LESS LIABILITIES 1.1% ............................................ 15,018,200 -------------- NET ASSETS 100.0% .............................................................. $1,356,185,964 ============== See Abbreviations on page 238. (a) Variable rate demand notes (VRDNs) are tax-exempt obligations which contain a floating or variable interest rate adjustment formula and an unconditional right of demand to receive payment of the principal balance plus accrued interest at specified dates. The coupon rate shown represents the rate at period end. The accompanying notes are an integral part of these financial statements. Annual Report | 187 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN OREGON TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ------------------------------------------------------ 2009 2008(a) 2007 2006 2005 -------- -------- -------- -------- -------- CLASS A PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............... $ 11.25 $ 11.93 $ 11.89 $ 11.90 $ 11.95 -------- -------- -------- -------- -------- Income from investment operations(b): Net investment income(c) ...................... 0.50 0.49 0.48 0.50 0.52 Net realized and unrealized gains (losses) (0.06) (0.69) 0.04 --(d) (0.04) -------- -------- -------- -------- -------- Total from investment operations ................. 0.44 (0.20) 0.52 0.50 0.48 -------- -------- -------- -------- -------- Less distributions from net investment income .... (0.48) (0.48) (0.48) (0.51) (0.53) -------- -------- -------- -------- -------- Redemption fees(d, e) ............................ -- -- -- -- -- -------- -------- -------- -------- -------- Net asset value, end of year ..................... $ 11.21 $ 11.25 $ 11.93 $ 11.89 $ 11.90 ======== ======== ======== ======== ======== Total return(f) .................................. 4.02% (1.74)% 4.53% 4.28% 4.15% RATIOS TO AVERAGE NET ASSETS Expenses ......................................... 0.64% 0.64% 0.65% 0.66% 0.65% Net investment income ............................ 4.40% 4.17% 4.19% 4.20% 4.40% SUPPLEMENTAL DATA Net assets, end of year (000's) .................. $787,595 $719,647 $686,892 $625,326 $570,324 Portfolio turnover rate .......................... 10.00% 5.30% 4.86% 4.96% 10.45% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. 188 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN OREGON TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ------------------------------------------------ 2009 2008(a) 2007 2006 2005 -------- ------- ------- ------- ------- CLASS C PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............... $ 11.36 $ 12.05 $ 12.00 $ 12.01 $ 12.06 -------- ------- ------- ------- ------- Income from investment operations(b): Net investment income(c) ...................... 0.44 0.43 0.43 0.44 0.46 Net realized and unrealized gains (losses) .... (0.05) (0.70) 0.04 (0.01) (0.05) -------- ------- ------- ------- ------- Total from investment operations ................. 0.39 (0.27) 0.47 0.43 0.41 -------- ------- ------- ------- ------- Less distributions from net investment income .... (0.42) (0.42) (0.42) (0.44) (0.46) -------- ------- ------- ------- ------- Redemption fees(d, e) ............................ -- -- -- -- -- -------- ------- ------- ------- ------- Net asset value, end of year ..................... $ 11.33 $ 11.36 $ 12.05 $ 12.00 $ 12.01 ======== ======= ======= ======= ======= Total return(f) .................................. 3.50% (2.34)% 3.99% 3.66% 3.55% RATIOS TO AVERAGE NET ASSETS Expenses ......................................... 1.19% 1.19% 1.20% 1.21% 1.20% Net investment income ............................ 3.85% 3.62% 3.64% 3.65% 3.85% SUPPLEMENTAL DATA Net assets, end of year (000's) .................. $123,099 $96,802 $91,743 $84,268 $75,266 Portfolio turnover rate .......................... 10.00% 5.30% 4.86% 4.96% 10.45% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. Annual Report | 189 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 FRANKLIN OREGON TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ------------------------------------ ---------------- -------------- MUNICIPAL BONDS 96.1% OREGON 77.9% Albany Water Revenue, Refunding, FGIC Insured, 5.00%, 8/01/33 .................. $ 5,990,000 $ 5,544,583 Beaverton School District GO, FSA Insured, 4.125%, 6/01/26 ..................... 1,315,000 1,253,182 Bend Sewer Revenue, AMBAC Insured, Pre-Refunded, 5.375%, 10/01/20 .............. 1,550,000 1,656,454 Benton County Hospital Facilities Authority Revenue, Samaritan Health Services Project, Refunding, 5.20%, 10/01/17 .......................................................... 4,000,000 3,948,200 5.125%, 10/01/28 ......................................................... 4,500,000 3,737,115 Chemeketa Community College District GO, 5.00%, 6/15/25 .................................................................. 1,500,000 1,585,440 6/15/26 .................................................................. 2,615,000 2,743,475 Clackamas County Canby School District No. 86 GO, 5.25%, 6/15/20 ........................................................... 3,000,000 3,164,940 FSA Insured, 5.00%, 6/15/23 .............................................. 1,000,000 1,042,020 FSA Insured, 5.00%, 6/15/25 .............................................. 1,000,000 1,028,130 Clackamas County Hospital Facility Authority Revenue, Gross Willamette Falls Project, Refunding, 5.375%, 4/01/22 ............... 2,125,000 1,751,149 Gross Willamette Falls Project, Refunding, 5.125%, 4/01/26 ............... 1,000,000 750,610 Kaiser Permanente, Series A, ETM, 5.375%, 4/01/14 ........................ 2,500,000 2,532,475 Willamette Falls Hospital Project, 6.00%, 4/01/19 ........................ 1,000,000 910,320 Willamette View Inc. Project, Refunding, 6.10%, 11/01/12 ................. 500,000 491,460 Willamette View Inc. Project, Refunding, 6.30%, 11/01/21 ................. 1,500,000 1,327,455 Clackamas County School District No. 7J Lake Oswego GO, MBIA Insured, Pre-Refunded, 5.00%, 6/01/26 ............................... 5,000,000 5,413,100 Refunding, FSA Insured, 5.25%, 6/01/25 ................................... 3,075,000 3,387,143 Clackamas County School District No. 12 North Clackamas GO, Series A, FSA Insured, 4.75%, 6/15/31 ..................................................... 7,385,000 7,061,611 Clackamas County School District No. 108 GO, FSA Insured, Pre-Refunded, 5.00%, 6/15/25 .............................................................. 5,000,000 5,426,100 Clackamas Education Service District GO, AMBAC Insured, 4.125%, 6/01/36 ........ 1,000,000 876,660 Columbia Gorge Community College District GO, MBIA Insured, 5.00%, 6/15/22 ..... 1,000,000 1,038,660 Coos County School District No. 13 GO, FSA Insured, 5.00%, 6/15/22 ........................................................... 55,000 56,655 Pre-Refunded, 5.00%, 6/15/22 ............................................. 2,465,000 2,745,147 Curry County School District No. 17-C Brookings Harbor GO, Pre-Refunded, 5.375%, 12/15/20 ............................................................ 2,750,000 2,968,377 Deschutes and Jefferson Counties School District No. 2J Redmond GO, 5.50%, 6/15/34 ........................................................... 5,000,000 5,206,000 Series A, FGIC Insured, 5.00%, 6/15/21 ................................... 1,000,000 1,044,210 Deschutes County Administrative School District No. 1 GO, Series A, FSA Insured, Pre-Refunded, 5.125%, 6/15/21 ...................................... 3,500,000 3,808,070 Deschutes County Hospital Facilities Authority Hospital Revenue, Cascade Healthcare, Refunding, 8.25%, 1/01/38 ................................................ 20,000,000 22,025,000 Series B, AMBAC Insured, 5.375%, 1/01/35 ................................. 7,000,000 6,675,620 Emerald Peoples Utility District Revenue, Refunding, Series A, FSA Insured, 5.25%, 11/01/21 ............................................................. 1,000,000 1,013,110 Eugene Electric Utility Revenue, Refunding, 5.00%, 8/01/33 ..................... 10,060,000 9,823,892 Gresham Stormwater Revenue, FGIC Insured, Pre-Refunded, 5.30%, 5/01/21 ......... 1,190,000 1,293,625 High Desert Education Service District GO, AMBAC Insured, 4.50%, 6/01/30 ....... 1,010,000 977,700 190 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN OREGON TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ------------------------------------ ---------------- -------------- MUNICIPAL BONDS (CONTINUED) OREGON (CONTINUED) Hillsboro GO, AMBAC Insured, 5.00%, 6/01/29 .................................... $ 5,360,000 $ 5,376,723 Hillsboro Hospital Facility Authority Revenue, Hospital Tuality Healthcare Project, Radian Insured, 5.375%, 10/01/26 ................................................................. 2,000,000 1,668,840 10/01/31 ................................................................. 2,000,000 1,573,320 Jackson County Airport Revenue, Series A, XLCA Insured, 5.25%, 12/01/27 ................................................................. 1,000,000 895,970 12/01/32 ................................................................. 1,000,000 853,220 12/01/37 ................................................................. 1,475,000 1,227,421 Jackson County School District No. 4 GO, FSA Insured, 5.00%, 6/15/20 ........................................................... 1,450,000 1,491,107 Pre-Refunded, 5.00%, 6/15/20 ............................................. 550,000 596,871 Jackson County School District No. 6 Central Point GO, Refunding, FSA Insured, 4.75%, 6/15/20 ..................................................................... 2,005,000 2,103,085 Jackson County School District No. 9 Eagle Point GO, Pre-Refunded, 5.00%, 6/15/20 .................................................................. 1,680,000 1,823,170 6/15/21 .................................................................. 1,500,000 1,627,830 Jackson County School District No. 549C Medford GO, 5.00%, 6/15/33 ........................................................... 3,225,000 3,193,427 Series B, FSA Insured, 5.00%, 12/15/32 ................................... 5,765,000 5,717,035 Keizer Special Assessment, Keizer Station Area A Local, 5.20%, 6/01/31 ......... 3,500,000 3,265,395 Klamath Falls Intercommunity Hospital Authority Revenue, Merle West Medical Center Project, Pre-Refunded, 6.25%, 9/01/31 ............................................. 3,290,000 3,839,858 Refunding, 6.25%, 9/01/31 ................................................ 1,960,000 1,645,596 Refunding, Assured Guaranty, 5.00%, 9/01/36 .............................. 5,000,000 4,086,650 Lane and Douglas Counties School District No. 45J3 GO, South Lane District, Refunding, FSA Insured, 4.75%, 6/15/25 ................................................. 3,510,000 3,549,066 Lane County Metropolitan Wastewater Management Commission Revenue, 5.25%, 11/01/28 .......................................................... 5,000,000 5,129,150 FGIC Insured, 4.75%, 11/01/26 ............................................ 1,615,000 1,573,446 Lane County School District No. 19 Springfield GO, FSA Insured, zero cpn., 6/15/27 .................................................................. 5,580,000 2,020,295 6/15/28 .................................................................. 2,000,000 673,160 6/15/29 .................................................................. 1,925,000 602,910 Lane County School District No. 52 Bethel GO, Refunding, FSA Insured, 5.00%, 6/15/20 .................................................................. 5,700,000 5,935,581 Lebanon GO, AMBAC Insured, 5.00%, 6/01/25 .................................................................. 1,635,000 1,659,149 6/01/27 .................................................................. 1,675,000 1,680,477 Linn County Community School District No. 9 GO, Lebanon, FGIC Insured, Pre-Refunded, 5.55%, 6/15/21 ...................... 1,155,000 1,324,924 Lebanon, FGIC Insured, Pre-Refunded, 5.60%, 6/15/30 ...................... 9,495,000 10,911,369 MBIA Insured, Pre-Refunded, 5.375%, 6/15/30 .............................. 5,000,000 5,282,850 Linn County School District No. 55 GO, Sweet Home, FSA Insured, Pre-Refunded, 5.00%, 6/15/29 ..................................................................... 1,000,000 1,085,220 Medford Hospital Facilities Authority Revenue, Asante Health System, Refunding, Series A, MBIA Insured, 5.00%, 8/15/18 .................................................................. 2,570,000 2,454,324 8/15/24 .................................................................. 1,715,000 1,464,576 Annual Report | 191 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN OREGON TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ------------------------------------ ---------------- -------------- MUNICIPAL BONDS (CONTINUED) OREGON (CONTINUED) Multnomah County Educational Facilities Revenue, University of Portland Project, Pre-Refunded, 6.00%, 4/01/25 .............................................................. $ 2,000,000 $ 2,102,880 Multnomah County School District No. 7 Reynolds GO, Series 2005, MBIA Insured, 5.00%, 6/01/35 ..................................................................... 3,220,000 3,114,674 Multnomah-Clackamas Counties Centennial School District No. 28-302 GO, FGIC Insured, Pre-Refunded, 5.00%, 6/15/21 ................................................ 5,000,000 5,426,100 Multnomah-Clackamas Counties Centennial School District No. 28-JT GO, Capital Appreciation, AMBAC Insured, zero cpn., 6/01/16 ........................................... 2,260,000 1,685,192 Northern Wasco County Peoples Utilities District Hydroelectric Revenue, McNary Dam Fishway Project, 5.20%, 12/01/24 .................................................... 5,000,000 5,001,000 Oak Lodge Water District GO, AMBAC Insured, 7.50%, 12/01/09 .................... 215,000 218,507 Oregon Coast Community College District GO, MBIA Insured, 5.00%, 6/15/23 ....... 3,745,000 3,831,884 Oregon Health and Science University Revenue, Capital Appreciation, Refunding, Series A, MBIA Insured, zero cpn., 7/01/21 ............................................................... 11,480,000 5,523,143 Series A, MBIA Insured, 5.00%, 7/01/32 ................................... 24,750,000 19,333,215 Oregon State Department of Administrative Services COP, FSA Insured, 4.625%, 5/01/30 ............................................. 7,795,000 7,309,060 Refunding, Series A, AMBAC Insured, 5.00%, 5/01/24 ....................... 10,000,000 10,082,200 Refunding, Series B, AMBAC Insured, 5.00%, 5/01/26 ....................... 7,500,000 7,575,825 Refunding, Series B, FSA Insured, 5.00%, 5/01/21 ......................... 1,805,000 1,878,897 Series A, AMBAC Insured, Pre-Refunded, 6.00%, 5/01/26 .................... 2,000,000 2,135,340 Series A, FSA Insured, 5.00%, 5/01/23 .................................... 2,695,000 2,810,777 Series A, FSA Insured, 5.00%, 5/01/30 .................................... 13,205,000 13,329,523 Series B, FGIC Insured, 5.00%, 11/01/30 .................................. 19,100,000 18,825,342 Oregon State Department of Administrative Services Lottery Revenue, Oregon Administration, Lottery, Series A, FSA Insured, 5.00%, 4/01/25 .................................................................. 5,000,000 5,229,550 4/01/27 .................................................................. 2,000,000 2,069,740 Oregon State Department of Transportation Highway User Tax Revenue, Refunding, Series A, 5.00%, 11/15/25 ..................................... 1,295,000 1,338,305 Refunding, Series A, 5.00%, 11/15/29 ..................................... 3,330,000 3,380,849 senior lien, Series A, 4.50%, 11/15/32 ................................... 20,000,000 18,490,600 Series A, 5.00%, 11/15/28 ................................................ 15,000,000 15,289,200 Series A, Pre-Refunded, 5.125%, 11/15/23 ................................. 5,000,000 5,651,350 (a) Oregon State EDR, Georgia-Pacific Corp. Project, Series CLVII, 6.35%, 8/01/25 ..................................................................... 7,910,000 4,915,986 Oregon State Facilities Authority Revenue, Senior College in Student Housing Project, Series A, XLCA Insured, 5.00%, 7/01/35 ............................................................... 3,660,000 2,530,780 University of Portland Projects, Series A, 5.00%, 4/01/32 ................ 6,545,000 5,652,197 Willamette University Projects, Refunding, Series A, FGIC Insured, 5.00%, 10/01/35 .............................................................. 5,210,000 4,735,265 Oregon State GO, Alternative Energy Project, Series B, 6.00%, 10/01/26 .................... 1,680,000 1,861,810 Elderly and Disabled Housing, Series A, 6.00%, 8/01/15 ................... 910,000 915,160 Elderly and Disabled Housing, Series A, 6.00%, 8/01/21 ................... 455,000 456,479 Elderly and Disabled Housing, Series A, 5.375%, 8/01/28 .................. 1,435,000 1,364,427 Elderly and Disabled Housing, Series A, 4.70%, 8/01/42 ................... 3,205,000 2,580,249 Elderly and Disabled Housing, Series B, 6.10%, 8/01/17 ................... 1,410,000 1,416,853 Elderly and Disabled Housing, Series B, 6.25%, 8/01/23 ................... 2,015,000 2,023,141 Elderly and Disabled Housing, Series C, 6.50%, 8/01/22 ................... 335,000 334,956 192 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN OREGON TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ------------------------------------ ---------------- -------------- MUNICIPAL BONDS (CONTINUED) OREGON (CONTINUED) Oregon State GO, (continued) State Board of Higher Education, Refunding, Series A, 5.00%, 8/01/30 ..... $ 1,705,000 $ 1,721,675 State Board of Higher Education, Refunding, Series B, 5.00%, 8/01/38 ..... 1,500,000 1,483,965 State Board of Higher Education, Refunding, Series E, 5.00%, 8/01/29 ..... 7,745,000 7,828,723 State Board of Higher Education, Series A, 5.00%, 8/01/31 ................ 1,695,000 1,709,543 State Board of Higher Education, Series A, 5.00%, 8/01/36 ................ 2,715,000 2,719,860 State Board of Higher Education, Series A, 5.00%, 8/01/37 ................ 5,555,000 5,538,002 State Board of Higher Education, Series A, Pre-Refunded, 5.60%, 8/01/25 .. 8,000,000 8,245,360 State Board of Higher Education, Series A, Pre-Refunded, 5.00%, 8/01/31 .. 2,000,000 2,177,360 State Board of Higher Education, Series A, Pre-Refunded, 5.00%, 8/01/35 .. 6,000,000 6,940,260 State Board of Higher Education, Series C, 5.00%, 8/01/37 ................ 1,115,000 1,111,588 Veteran's Welfare, Series 77, 5.30%, 10/01/29 ............................ 1,480,000 1,480,858 Veteran's Welfare, Series A, 5.70%, 10/01/32 ............................. 2,190,000 2,165,100 Oregon State Health Housing Educational and Cultural Facilities Authority Revenue, Peacehealth, AMBAC Insured, 5.00%, 11/15/26 .............................. 5,500,000 5,516,170 Reed College Project, Series A, 5.75%, 7/01/32 ........................... 10,735,000 10,997,793 Oregon State Housing and Community Services Department MFHR, Series B, 6.00%, 7/01/31 ..................................................................... 5,000,000 5,000,450 Oregon State Housing and Community Services Department Mortgage Revenue, SFM Program, Series A, 6.35%, 7/01/14 .................................... 380,000 380,460 SFM Program, Series A, 6.40%, 7/01/18 .................................... 235,000 236,170 SFM Program, Series A, 6.45%, 7/01/26 .................................... 555,000 556,410 SFM Program, Series C, 6.20%, 7/01/15 .................................... 440,000 442,240 SFM Program, Series C, 6.40%, 7/01/26 .................................... 260,000 260,621 SFM Program, Series D, 6.80%, 7/01/27 .................................... 340,000 340,384 SFM Program, Series H, FHA Insured, 5.75%, 7/01/30 ....................... 1,270,000 1,272,515 SFMR, Refunding, Series G, 5.35%, 7/01/30 ................................ 5,880,000 5,908,283 Polk Marion and Benton Counties School District No. 13J GO, FSA Insured, Pre-Refunded, 5.80%, 6/15/20 .............................................................. 1,985,000 2,109,321 Port Astoria PCR, James River Project, Refunding, 6.55%, 2/01/15 ............... 945,000 816,036 Port of Portland International Airport Revenue, Portland International Airport, Refunding, Series D, FGIC Insured, 5.00%, 7/01/23 .................................................................. 3,000,000 2,761,230 Portland International Airport, Series 7B, MBIA Insured, Pre-Refunded, 7.10%, 7/01/21 ........................................................... 2,800,000 3,174,500 Portland International Airport, Series 12C, FGIC Insured, 5.00%, 7/01/18 .... 1,500,000 1,514,295 Portland International Airport, Series A, AMBAC Insured, 5.50%, 7/01/24 ..... 22,000,000 22,290,840 Series Nineteen, 5.50%, 7/01/38 ............................................. 23,000,000 23,916,550 Port St. Helens PCR, Portland General Electric Co. Project, Series A, 5.25%, 8/01/14 .............................................................. 3,600,000 3,222,864 Portland Community College District GO, Series B, Pre-Refunded, 5.00%, 6/01/21 ..................................................................... 6,290,000 6,809,680 Portland EDR, Broadway Project, Refunding, Series A, 6.50%, 4/01/35 ............ 5,000,000 5,172,700 Portland GO, Central City Streetcar Project, Series A, 4.75%, 4/01/21 .................... 3,600,000 3,602,628 Limited Tax, Series A, 5.00%, 6/01/24 ....................................... 10,000,000 10,215,100 Limited Tax, Series A, MBIA Insured, 5.125%, 6/01/30 ........................ 6,315,000 6,386,801 Limited Tax, Series B, zero cpn., 6/01/21 ................................... 1,000,000 570,340 Portland Housing Authority MFR, Housing, Lovejoy Station Apartments Project, MBIA Insured, 6.00%, 7/01/33 .............................................................. 2,000,000 1,873,540 Annual Report | 193 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN OREGON TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ------------------------------------ ---------------- -------------- MUNICIPAL BONDS (CONTINUED) OREGON (CONTINUED) Portland MFR, Civic Stadium Housing Project, Series A, 6.00%, 3/01/17 .................. $ 925,000 $ 927,238 Housing Garden Park Estates Project, Series A, GNMA Secured, 5.875%, 3/20/37 ............................................................... 3,150,000 3,153,780 Portland River District Urban Renewal and Redevelopment Revenue, Series A, AMBAC Insured, 5.00%, 6/15/21 .............................................................. 3,000,000 3,104,820 Portland Sewer System Revenue, first lien, Series A, FSA Insured, 5.00%, 10/01/24 ....................... 6,235,000 6,496,184 second lien, Refunding, Series A, FSA Insured, 5.00%, 6/01/23 ............ 2,500,000 2,584,650 second lien, Series B, MBIA Insured, 5.00%, 6/15/28 ...................... 5,105,000 5,201,280 Portland Urban Renewal and Redevelopment Revenue, Interstate Corridor, Refunding, Series A, FGIC Insured, 5.00%, 6/15/24 .................................................................. 1,295,000 1,254,557 6/15/25 .................................................................. 2,385,000 2,261,743 Portland Urban Renewal and Redevelopment Tax Allocation, Convention Center, Series A, AMBAC Insured, 5.50%, 6/15/20 ............................................... 3,000,000 3,091,170 Portland Water System Revenue, MBIA Insured, 4.50%, 10/01/27 ............................................ 1,000,000 963,360 MBIA Insured, 4.50%, 10/01/28 ............................................ 3,895,000 3,674,932 second lien, Series A, MBIA Insured, 4.375%, 10/01/25 .................... 3,415,000 3,314,872 Redmond GO, Series C, MBIA Insured, 5.00%, 6/01/33 ............................. 1,260,000 1,264,196 Salem Hospital Facility Authority Revenue, Salem Hospital Project, Series A, 5.00%, 8/15/27 ............................ 11,000,000 9,639,740 Salem Hospital Project, Series A, 5.00%, 8/15/36 ............................ 27,000,000 21,999,870 Series A, 5.75%, 8/15/23 .................................................... 10,000,000 10,021,300 Salem-Keizer School District No. 24J GO, (b) Deferred Interest, Series B, zero cpn., 6/15/30 ............................ 8,500,000 2,496,960 Pre-Refunded, 5.00%, 6/01/19 ............................................. 9,500,000 9,602,600 Southwestern Community College District GO, MBIA Insured, Pre-Refunded, 5.00%, 6/01/28 .............................................................. 1,100,000 1,242,351 Sunrise Water Authority Water Revenue, sub. lien, Series B, XLCA Insured, 5.00%, 9/01/25 ................................... 1,160,000 1,105,457 XLCA Insured, 5.00%, 3/01/25 ............................................. 1,660,000 1,697,035 Tillamook and Yamhill Counties School District No. 101 Nestucca Valley GO, FSA Insured, 5.00%, 6/15/25 .............................................................. 1,560,000 1,608,188 Tri-County Metropolitan Transportation District Revenue, Limited Obligation, Airport Light Rail, Series 1, Pre-Refunded, 5.65%, 6/01/29 ...................................... 14,080,000 14,392,998 Washington and Clackamas Counties Tigard-Tualatin School District No. 23J GO, MBIA Insured, Pre-Refunded, 5.00%, 6/15/22 ................................................ 7,000,000 7,783,650 Washington Clackamas and Yamhill Counties School District No. 88J GO, Sherwood, Series A, MBIA Insured, zero cpn., 6/15/27 ............................... 3,500,000 1,257,305 Series A, MBIA Insured, zero cpn., 6/15/28 ............................... 2,960,000 988,166 Series A, MBIA Insured, zero cpn., 12/15/31 .............................. 3,515,000 913,338 Series B, MBIA Insured, 4.50%, 12/15/31 .................................. 2,900,000 2,547,186 Washington County Clean Water Services Sewer Revenue, senior lien, FGIC Insured, 5.00%, 10/01/19 .................................................................... 3,905,000 4,020,744 Washington County GO, Obligations, Refunding, 4.375%, 6/01/26 .................................. 1,000,000 985,060 Pre-Refunded, 5.00%, 6/01/26 ............................................. 10,000,000 10,826,200 194 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN OREGON TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) OREGON (CONTINUED) Washington County School District No. 48J Beaverton GO, Pre-Refunded, 5.00%, 6/01/22 ..................................................................... $ 4,155,000 $ 4,621,731 Washington Multnomah and Yamhill Counties School District No. 1J Hillsboro GO, FSA Insured, 5.60%, 4/01/20 ................................................. 1,000,000 1,053,830 Yamhill County McMinnville School District No. 40 GO, FSA Insured, 5.00%, 6/15/28 ..................................................................... 4,000,000 4,042,960 -------------- 709,669,825 -------------- U.S. TERRITORIES 18.2% PUERTO RICO 17.4% Children's Trust Fund Puerto Rico Tobacco Settlement Revenue, Asset-Backed Bonds, Refunding, 5.625%, 5/15/43 ........................................... 10,000,000 6,690,800 Puerto Rico Commonwealth GO, Public Improvement, Refunding, Series A, 5.50%, 7/01/32 .................. 15,000,000 12,991,950 Public Improvement, Series A, 5.00%, 7/01/29 ............................. 10,000,000 8,271,200 Public Improvement, Series A, 5.125%, 7/01/31 ............................ 9,885,000 8,036,604 Public Improvement, Series A, 5.375%, 7/01/33 ............................ 10,000,000 8,455,600 Public Improvement, Series A, Pre-Refunded, 5.125%, 7/01/31 .............. 5,115,000 5,580,056 Refunding, Series C, Sub Series C-7, MBIA Insured, 6.00%, 7/01/28 ........ 4,500,000 4,484,250 Puerto Rico Commonwealth Highway and Transportation Authority Highway Revenue, Series Y, Pre-Refunded, 5.50%, 7/01/36 ...................................... 13,000,000 15,624,050 Puerto Rico Commonwealth Highway and Transportation Authority Transportation Revenue, Refunding, Series N, FGIC Insured, 5.25%, 7/01/39 ........................ 10,000,000 8,229,900 Series D, Pre-Refunded, 5.375%, 7/01/36 .................................. 10,000,000 11,083,600 Puerto Rico Convention Center District Authority Hotel Occupancy Tax Revenue, Series A, AMBAC Insured, 5.00%, 7/01/31 ..................................... 6,250,000 5,072,687 Puerto Rico Electric Power Authority Power Revenue, Series II, FSA Insured, Pre-Refunded, 5.125%, 7/01/26 .................... 9,150,000 10,343,892 Series II, Pre-Refunded, 5.25%, 7/01/31 .................................. 12,000,000 13,509,600 Series RR, FGIC Insured, Pre-Refunded, 5.00%, 7/01/35 .................... 10,000,000 11,555,100 Series WW, 5.25%, 7/01/33 ................................................ 9,690,000 8,370,125 Puerto Rico PBA Guaranteed Revenue, Government Facilities, Refunding, Series M-3, MBIA Insured, 6.00%, 7/01/25 .................................... 15,000,000 14,708,250 Puerto Rico Public Finance Corp. Revenue, Commonwealth Appropriation, Series E, Pre-Refunded, 5.50%, 8/01/29 ................................................ 5,000,000 5,508,350 -------------- 158,516,014 -------------- VIRGIN ISLANDS 0.8% Virgin Islands PFAR, Virgin Islands Matching Fund Loan Notes, senior lien, Refunding, Series A, 5.50%, 10/01/15 ................................................................. 1,635,000 1,564,008 10/01/18 ................................................................. 2,400,000 2,112,864 Virgin Islands Water and Power Authority Electric System Revenue, Refunding, 5.30%, 7/01/18 .................................................................. 2,500,000 2,328,825 7/01/21 .................................................................. 1,400,000 1,251,236 -------------- 7,256,933 -------------- TOTAL U.S. TERRITORIES ......................................................... 165,772,947 -------------- TOTAL MUNICIPAL BONDS BEFORE SHORT TERM INVESTMENTS (COST $892,699,403) ........ 875,442,772 -------------- Annual Report | 195 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN OREGON TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ------------------------------------- ---------------- -------------- SHORT TERM INVESTMENTS (COST $8,725,000) 1.0% MUNICIPAL BONDS 1.0% OREGON 1.0% (c) Medford Hospital Facilities Authority Revenue, Rogue Valley Manor Project, Daily VRDN and Put, 0.65%, 8/15/37 ................................................ $ 8,725,000 $ 8,725,000 -------------- TOTAL INVESTMENTS (COST $901,424,403) 97.1% .................................... 884,167,772 OTHER ASSETS, LESS LIABILITIES 2.9% ............................................ 26,525,738 -------------- NET ASSETS 100.0% .............................................................. $ 910,693,510 ============== See Abbreviations on page 238. (a) The Internal Revenue Service has issued a preliminary adverse determination, ruling that the income generated by the bond is taxable. The issuer of the bond is contesting this determination and, until such time as this is finalized, the Fund will continue to recognize interest income earned on the bond as tax-exempt. The Trust's management believes that the final outcome of this matter will not have a material adverse impact to the Fund and/or its shareholders. (b) Security purchased on a when-issued basis. See Note 1(b). (c) Variable rate demand notes (VRDNs) are tax-exempt obligations which contain a floating or variable interest rate adjustment formula and an unconditional right of demand to receive payment of the principal balance plus accrued interest at specified dates. The coupon rate shown represents the rate at period end. The accompanying notes are an integral part of these financial statements. 196 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN PENNSYLVANIA TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ---------------------------------------------------- CLASS A 2009 2008(a) 2007 2006 2005 - ------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 9.82 $ 10.47 $ 10.44 $ 10.48 $ 10.62 -------- -------- -------- -------- -------- Income from investment operations(b): Net investment income(c) .................... 0.44 0.44 0.44 0.46 0.47 Net realized and unrealized gains (losses) .. (0.18) (0.65) 0.04 (0.04) (0.15) -------- -------- -------- -------- -------- Total from investment operations ............... 0.26 (0.21) 0.48 0.42 0.32 -------- -------- -------- -------- -------- Less distributions from net investment income .. (0.43) (0.44) (0.45) (0.46) (0.46) -------- -------- -------- -------- -------- Redemption fees(d, e) .......................... -- -- -- -- -- -------- -------- -------- -------- -------- Net asset value, end of year ................... $ 9.65 $ 9.82 $ 10.47 $ 10.44 $ 10.48 ======== ======== ======== ======== ======== Total return(f) ................................ 2.72% (2.16)% 4.71% 4.08% 3.19% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 0.65% 0.66% 0.66% 0.66% 0.66% Net investment income .......................... 4.53% 4.24% 4.26% 4.37% 4.52% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $820,227 $770,164 $747,279 $718,293 $693,804 Portfolio turnover rate ........................ 11.50% 16.68% 6.99% 13.07% 7.48% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. Annual Report | 197 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN PENNSYLVANIA TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ----------------------------------------------- CLASS B 2009 2008(a) 2007 2006 2005 - ------- ------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 9.86 $ 10.51 $ 10.47 $ 10.51 $ 10.65 ------- ------- ------- ------- ------- Income from investment operations(b): Net investment income(c) .................... 0.39 0.38 0.39 0.40 0.41 Net realized and unrealized gains (losses) .. (0.19) (0.65) 0.04 (0.04) (0.14) ------- ------- ------- ------- ------- Total from investment operations ............... 0.20 (0.27) 0.43 0.36 0.27 ------- ------- ------- ------- ------- Less distributions from net investment income .. (0.38) (0.38) (0.39) (0.40) (0.41) ------- ------- ------- ------- ------- Redemption fees(d, e) .......................... -- -- -- -- -- ------- ------- ------- ------- ------- Net asset value, end of year ................... $ 9.68 $ 9.86 $ 10.51 $ 10.47 $ 10.51 ======= ======= ======= ======= ======= Total return(f) ................................ 2.04% (2.68)% 4.22% 3.51% 2.61% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 1.20% 1.21% 1.21% 1.21% 1.21% Net investment income .......................... 3.98% 3.69% 3.71% 3.82% 3.97% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $30,177 $37,339 $43,897 $47,623 $51,913 Portfolio turnover rate ........................ 11.50% 16.68% 6.99% 13.07% 7.48% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. 198 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN PENNSYLVANIA TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, -------------------------------------------------- CLASS C 2009 2008(a) 2007 2006 2005 - ------- -------- -------- -------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 9.90 $ 10.55 $ 10.51 $ 10.56 $ 10.69 -------- -------- -------- ------- ------- Income from investment operations(b): Net investment income(c) .................... 0.39 0.38 0.39 0.40 0.42 Net realized and unrealized gains (losses) .. (0.18) (0.65) 0.04 (0.05) (0.15) -------- -------- -------- ------- ------- Total from investment operations ............... 0.21 (0.27) 0.43 0.35 0.27 -------- -------- -------- ------- ------- Less distributions from net investment income .. (0.38) (0.38) (0.39) (0.40) (0.40) -------- -------- -------- ------- ------- Redemption fees(d, e) .......................... -- -- -- -- -- -------- -------- -------- ------- ------- Net asset value, end of year ................... $ 9.73 $ 9.90 $ 10.55 $ 10.51 $ 10.56 ======== ======== ======== ======= ======= Total return(f) ................................ 2.13% (2.68)% 4.19% 3.40% 2.69% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 1.20% 1.21% 1.21% 1.21% 1.21% Net investment income .......................... 3.98% 3.69% 3.71% 3.82% 3.97% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $135,480 $107,286 $100,495 $88,237 $79,551 Portfolio turnover rate ........................ 11.50% 16.68% 6.99% 13.07% 7.48% (a) For the year ended February 29. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. Annual Report | 199 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 FRANKLIN PENNSYLVANIA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ------------------------------------------ ---------------- -------------- MUNICIPAL BONDS 98.2% PENNSYLVANIA 91.6% Allegheny County Airport Authority Airport Revenue, Pittsburgh International Airport, Refunding, FGIC Insured, 5.75%, 1/01/18 .............. $ 1,000,000 $ 982,970 Allegheny County COP, AMBAC Insured, 5.00%, 12/01/28 ........................... 4,000,000 4,009,600 Allegheny County GO, MBIA Insured, Pre-Refunded, 5.00%, 11/01/27 .............................. 1,000,000 1,122,600 Notes, Series C-60, FSA Insured, 5.00%, 11/01/27 ......................... 3,000,000 3,056,820 Series C-61, Assured Guaranty, 5.00%, 12/01/33 ........................... 5,000,000 4,747,950 Allegheny County Higher Education Building Authority University Revenue, Duquesne University, 5.00%, 3/01/28 ........................................................... 3,000,000 2,889,570 5.00%, 3/01/33 ........................................................... 1,300,000 1,176,916 Series A, XLCA Insured, 5.00%, 3/01/29 ................................... 5,000,000 4,774,900 Series A, XLCA Insured, 5.00%, 3/01/33 ................................... 6,630,000 6,046,030 Allegheny County Hospital Development Authority Revenue, Health System, Series A, MBIA Insured, Pre-Refunded, 6.50%, 11/15/30 ....................... 10,000,000 11,070,900 Allegheny County IDAR, County Guaranteed, Refunding, Series B, MBIA Insured, 5.00%, 11/01/29 .... 1,485,000 1,453,073 County Guaranteed, Series B, MBIA Insured, Pre-Refunded, 5.00%, 11/01/29 .............................................................. 7,515,000 8,450,617 Environmental Improvement, USX Corp., Refunding, 6.10%, 1/15/18 .......... 2,000,000 1,932,200 Environmental Improvement, USX Corp., Refunding, 5.50%, 12/01/29 ......... 10,000,000 8,172,900 Environmental Improvement, USX Corp., Refunding, 5.60%, 9/01/30 .......... 7,530,000 6,165,940 Series A, MBIA Insured, Pre-Refunded, 5.00%, 11/01/29 .................... 5,000,000 5,622,500 Allegheny County Port Authority Special Revenue, Transportation, MBIA Insured, Pre-Refunded, 6.125%, 3/01/29 .............................. 15,000,000 15,150,000 Refunding, FGIC Insured, 5.00%, 3/01/25 .................................. 13,250,000 12,992,685 Refunding, FGIC Insured, 5.00%, 3/01/29 .................................. 16,500,000 15,815,745 Allegheny County Residential Finance Authority Mortgage Revenue, SFM, Refunding, Series DD-1, GNMA Secured, 5.35%, 11/01/19 .................... 265,000 266,190 Refunding, Series DD-2, GNMA Secured, 5.40%, 11/01/29 .................... 1,215,000 1,162,451 Series II-2, GNMA Secured, 5.90%, 11/01/32 ............................... 745,000 746,326 Allegheny County Sanitation Authority Sewer Revenue, FGIC Insured, 5.00%, 12/01/37 ............................................ 11,745,000 10,850,736 Refunding, Series A, MBIA Insured, 5.00%, 12/01/30 ....................... 7,000,000 6,514,760 Allegheny Valley School District GO, MBIA Insured, 5.00%, 11/01/28 ............. 1,550,000 1,565,097 Allentown Parking Authority Parking Revenue, FSA Insured, 5.00%, 11/15/35 ...... 4,430,000 4,253,154 Armstrong County GO, Refunding, MBIA Insured, 5.40%, 6/01/31 ................... 2,500,000 2,523,400 Bedford County GO, AMBAC Insured, 5.00%, 9/01/35 ............................... 1,000,000 925,810 Bucks County IDAR, AMBAC Insured, 5.125%, 9/15/31 .............................. 3,675,000 3,426,496 Butler Area School District GO, FSA Insured, Pre-Refunded, 5.00%, 4/01/31 ...... 4,000,000 4,543,200 Carbon County IDAR, Panther Creek Partner Project, Refunding, 6.65%, 5/01/10 ... 1,600,000 1,604,064 Catasauqua Area School District GO, Refunding, FSA Insured, 5.00%, 2/15/36 ..... 6,000,000 5,843,880 Clarion County Hospital Authority Revenue, Clarion Hospital Project, Refunding, 5.55%, 7/01/09 ........................................................... 1,215,000 1,212,011 5.60%, 7/01/10 ........................................................... 600,000 593,862 5.75%, 7/01/12 ........................................................... 1,795,000 1,744,202 5.75%, 7/01/17 ........................................................... 2,200,000 1,975,820 5.625%, 7/01/21 .......................................................... 1,500,000 1,255,950 Connellsville Area School District GO, Series B, FSA Insured, 5.00%, 11/15/37 .................................................................... 1,000,000 999,930 200 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN PENNSYLVANIA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ------------------------------------------ ---------------- -------------- MUNICIPAL BONDS (CONTINUED) PENNSYLVANIA (CONTINUED) Cumberland County Municipal Authority College Revenue, Dickinson College, Assn. of Independent Colleges and Universities of Pennsylvania Financing Program, Series GG1, MBIA Insured, 5.00%, 5/01/34 ..................... $ 7,610,000 $ 7,376,449 Series A, AMBAC Insured, Pre-Refunded, 5.50%, 11/01/30 ................... 1,200,000 1,286,100 Dauphin County General Authority Hospital Revenue, Hapsco-Western Hospital Project, Series B, MBIA Insured, ETM, 6.25%, 7/01/16 .............................. 5,000,000 5,703,550 Deer Lakes School District GO, Assured Guaranty, 5.50%, 4/01/39 ................ 7,500,000 7,633,200 Delaware County Authority College Revenue, Cabrini College, Radian Insured, Pre-Refunded, 5.875%, 7/01/29 ........... 5,245,000 5,328,186 Cabrini College, Refunding, Radian Insured, 5.875%, 7/01/29 .............. 1,140,000 1,140,125 Eastern College, Series C, 5.625%, 10/01/28 .............................. 2,210,000 1,691,468 Haverford College, 5.75%, 11/15/29 ....................................... 3,500,000 3,611,020 Haverford College, 6.00%, 11/15/30 ....................................... 1,750,000 1,813,473 Delaware County Authority Hospital Revenue, Crozer Keystone Obligation, Group A, 5.00%, 12/15/31 .................................................... 5,000,000 3,334,450 Delaware County Authority Revenue, Dunwoody Village Project, Pre-Refunded, 6.25%, 4/01/30 ................... 1,800,000 1,907,388 Health Facilities, Mercy Health Corp. Project, ETM, 6.00%, 12/15/26 ...... 10,800,000 11,790,468 Delaware County IDAR, Philadelphia Suburban Water Co. Project, FGIC Insured, 6.00%, 6/01/29 ..................................................... 2,000,000 1,883,220 Delaware County University Authority Revenue, Villanova University, Series A, MBIA Insured, 5.00%, 12/01/28 .................................................................... 3,000,000 2,865,660 Delaware Valley Regional Finance Authority Local Government Revenue, Series B, AMBAC Insured, 5.60%, 7/01/17 ............................................... 5,000,000 5,410,500 Erie County Hospital Authority Revenue, Hamot Health Foundation, CIFG Insured, 5.00%, 11/01/35 .................................................................... 6,000,000 4,527,900 Erie County IDA Environmental Improvement Revenue, International Paper Co. Project, Refunding, Series B, 6.00%, 9/01/16 ......................................... 600,000 499,392 Erie GO, Series E, FGIC Insured, 5.25%, 11/15/25 ............................... 5,000,000 5,002,100 Erie Higher Education Building Authority College Revenue, Mercyhurst College, 5.50%, 3/15/38 ..................................................................... 2,000,000 1,590,320 Erie School District GO, AMBAC Insured, Pre-Refunded, 5.80%, 9/01/29 ........... 3,000,000 3,214,080 Erie Water Authority Revenue, FSA Insured, 5.00%, 12/01/43 ..................... 7,000,000 6,439,440 Greater Johnstown School District GO, Series C, MBIA Insured, 5.125%, 8/01/25 ..................................................................... 3,610,000 3,662,850 Hazleton Health Services Authority Hospital Revenue, Hazleton General Hospital, 5.50%, 7/01/27 ..................................................................... 1,500,000 1,162,710 Indiana County IDAR, Indiana University of Pennsylvania, Refunding, AMBAC Insured, 5.00%, 11/01/29 .................................................................... 1,250,000 1,200,138 Johnstown RDA Sewer Revenue, Series A, FSA Insured, Pre-Refunded, 5.00%, 8/15/34 ..................................................................... 1,825,000 2,089,990 Lancaster County Hospital Authority Revenue, Health Center, Masonic Homes Project, 5.00%, 11/01/31 ................................... 3,000,000 2,451,900 Willow Valley Retirement Project, 5.875%, 6/01/21 ........................ 1,000,000 941,500 Lancaster Parking Authority Parking Revenue, Guaranteed, Series A, AMBAC Insured, 5.00%, 12/01/32 ................................................................. 1,700,000 1,611,651 12/01/35 ................................................................. 2,500,000 2,349,075 Latrobe IDAR, St. Vincent College Project, 5.70%, 5/01/31 ...................... 1,500,000 1,233,945 Lehigh County General Purpose Authority Revenues, Lehigh Valley Hospital, Health Network, Series B, FSA Insured, 5.25%, 7/01/19 ....................................... 2,750,000 2,874,245 Annual Report | 201 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN PENNSYLVANIA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ------------------------------------------ ---------------- -------------- MUNICIPAL BONDS (CONTINUED) PENNSYLVANIA (CONTINUED) Lehigh County General Purpose Hospital Revenue, Lehigh Valley Health, Series B, FSA Insured, 5.00%, 7/01/35 .............................................................. $ 11,250,000 $ 10,352,700 Lower Merion School District GO, 5.00%, 9/01/32 ................................ 5,000,000 5,065,550 Lower Merion Township School District GO, Refunding, 4.375%, 5/15/18 ........... 1,000,000 1,040,960 Lycoming County Authority College Revenue, Pennsylvania College of Technology, AMBAC Insured, 5.25%, 5/01/32 ............................................ 5,030,000 3,922,595 Refunding, AMBAC Insured, 5.35%, 7/01/26 ................................. 2,400,000 2,287,776 Mercer County GO, FGIC Insured, 5.00%, 10/01/31 ................................ 2,000,000 1,896,260 Mercer County IDA Water Facilities Revenue, MBIA Insured, 6.00%, 7/01/30 ....... 5,000,000 4,591,100 Monroe County Hospital Authority Revenue, Hospital, Pocono Medical Center, 5.00%, 1/01/27 ........................................................... 1,000,000 777,150 5.125%, 1/01/37 .......................................................... 2,000,000 1,446,360 5.25%, 1/01/43 ........................................................... 2,000,000 1,434,920 Montgomery County GO, 5.00%, 9/15/22 ........................................... 3,335,000 3,437,151 Montgomery County Higher Education and Health Authority Revenue, Foulkeways at Gwynedd Project, Pre-Refunded, 6.75%, 11/15/24 ................................................................. 400,000 420,720 11/15/30 ................................................................. 1,000,000 1,051,800 Montgomery County IDA Retirement Community Revenue, ACTS Retirement-Life Communities Inc. Obligated Group, 5.25%, 11/15/28 .......................................................... 5,000,000 3,608,300 Refunding, Series B, 5.00%, 11/15/22 ..................................... 1,000,000 771,690 Montour School District GO, FSA Insured, 5.00%, 4/01/32 .................................................................. 5,000,000 4,959,250 4/01/37 .................................................................. 12,500,000 12,314,000 Muhlenberg School District GO, Series AA, FGIC Insured, Pre-Refunded, 6.00%, 9/01/23 ........................................................... 4,000,000 4,303,440 Norristown Area School District GO, FGIC Insured, Pre-Refunded, 5.00%, 9/01/27 .................................................................. 5,000,000 5,562,550 Northampton Borough Municipal Authority Water Revenue, MBIA Insured, 5.00%, 5/15/34 ........................................................... 445,000 425,327 Pre-Refunded, 5.00%, 5/15/34 ............................................. 1,955,000 2,221,349 Northampton County General Purpose Authority Hospital Revenue, St. Luke's Hospital Project, Series A, 5.50%, 8/15/35 .................................................... 10,000,000 8,276,600 Northampton County General Purpose Authority Revenue, Lafayette College, Refunding, 5.00%, 11/01/34 .................................................................... 20,000,000 19,912,800 Northeastern York School District GO, Series B, FGIC Insured, 5.00%, 4/01/30 .................................................................. 1,000,000 994,800 4/01/31 .................................................................. 2,000,000 1,965,800 Norwin School District GO, FGIC Insured, Pre-Refunded, 6.00%, 4/01/30 ............................... 5,000,000 5,287,750 FSA Insured, 5.00%, 4/01/37 .............................................. 10,000,000 9,577,900 FSA Insured, Pre-Refunded, 5.00%, 4/01/35 ................................ 3,000,000 3,479,310 Series A, MBIA Insured, 5.00%, 4/01/30 ................................... 1,000,000 969,550 Series B, MBIA Insured, Pre-Refunded, 5.00%, 4/01/31 ..................... 6,390,000 6,692,950 Pennsbury School District GO, FGIC Insured, Pre-Refunded, 5.00%, 1/15/22 ....... 2,835,000 3,155,298 Pennsylvania Economic Development Financing Authority Revenue, Lincoln University, Series A, FGIC Insured, 5.00%, 6/01/33 ...................................... 3,325,000 3,078,451 Pennsylvania HFA, SFMR, Refunding, Series 103C, 5.45%, 10/01/38 ................ 10,000,000 9,840,800 202 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN PENNSYLVANIA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ------------------------------------------ ---------------- -------------- MUNICIPAL BONDS (CONTINUED) PENNSYLVANIA (CONTINUED) Pennsylvania HFAR, Future Income Growth Securities, SFM, Series 64, 5.25%, 4/01/30 .......... $ 3,050,000 $ 2,789,072 SFM, Refunding, Series 63A, zero cpn., 4/01/30 ........................... 10,885,000 2,655,722 SFM, Refunding, Series 72A, 5.25%, 4/01/21 ............................... 7,000,000 6,993,490 Pennsylvania State Higher Educational Facilities Authority College and University Revenues, Allegheny College, Series B, 6.125%, 11/01/13 ............................ 35,000 35,022 Drexel University, MBIA Insured, 5.75%, 5/01/22 .......................... 3,095,000 3,108,711 Marywood University Project, MBIA Insured, Pre-Refunded, 5.65%, 6/01/25 .. 2,500,000 2,640,800 Pennsylvania State Higher Educational Facilities Authority Health Services Revenue, Allegheny Delaware Valley Obligation Group, Refunding, Series A, MBIA Insured, 5.875%, 11/15/21 ............................................................ 17,000,000 13,341,090 Pennsylvania State Higher Educational Facilities Authority Revenue, Bryn Mawr College, AMBAC Insured, 5.125%, 12/01/29 ....................... 1,500,000 1,506,690 Bryn Mawr College, Refunding, AMBAC Insured, 5.00%, 12/01/37 ............. 5,000,000 4,969,400 Drexel University, Series A, 5.00%, 5/01/20 .............................. 1,485,000 1,509,696 Drexel University, Series A, 5.20%, 5/01/29 .............................. 750,000 719,213 Drexel University, Series A, MBIA Insured, 5.00%, 5/01/37 ................ 25,525,000 24,019,025 La Salle University, Series A, 5.00%, 5/01/37 ............................ 2,500,000 1,814,375 Philadelphia University, Refunding, 5.00%, 6/01/30 ....................... 2,295,000 1,593,143 Scranton University, Refunding, Series A, XLCA Insured, 5.00%, 11/01/35 .. 5,000,000 4,659,350 State System of Higher Education, MBIA Insured, 5.00%, 6/15/37 ........... 7,000,000 6,733,090 State System of Higher Education, Series R, FSA Insured, 5.00%, 6/15/24 .. 3,140,000 3,144,459 Temple University, First Series, MBIA Insured, Pre-Refunded, 5.00%, 7/15/31 ............................................................... 1,500,000 1,647,015 Temple University, Refunding, MBIA Insured, 5.00%, 4/01/28 ............... 5,000,000 4,945,300 Temple University, Refunding, MBIA Insured, 5.00%, 4/01/33 ............... 10,000,000 9,515,900 Trustees University of Pennsylvania, Refunding, Series C, 5.00%, 7/15/38 ............................................................... 5,000,000 5,002,400 University of Pennsylvania Health System, Refunding, Series B, 6.00%, 8/15/26 ............................................................... 5,000,000 5,257,300 University Sciences Philadelphia, Assured Guaranty, 5.00%, 11/01/32 5,000,000 4,904,450 University Sciences Philadelphia, Refunding, Series A, XLCA Insured, 5.00%, 11/01/36 .............................................................. 8,315,000 7,354,784 Widener University, 5.00%, 7/15/31 ....................................... 500,000 395,345 Widener University, 5.00%, 7/15/39 ....................................... 5,750,000 4,362,180 Pennsylvania State Public School Building Authority Community College Revenue, Community College Philadelphia Project, 6.00%, 6/15/28 ............. 5,000,000 5,202,000 Pennsylvania State Public School Building Authority Lease Revenue, School District of Philadelphia Project, FSA Insured, Pre-Refunded, 5.00%, 6/01/33 ................................ 15,000,000 16,853,400 Refunding, Series B, FSA Insured, 5.00%, 6/01/26 ......................... 5,000,000 5,070,100 Refunding, Series B, FSA Insured, 4.75%, 6/01/30 ......................... 5,000,000 4,768,000 Pennsylvania State Public School Building Authority Revenue, Career Institute of Technology, FGIC Insured, 5.00%, 11/15/28 ............ 1,000,000 945,040 Central Montgomery County Area, FGIC Insured, 5.00%, 5/15/24 ............. 2,500,000 2,534,050 Lehigh Career and Technical Institution, MBIA Insured, Pre-Refunded, 5.00%, 10/01/31 .............................................................. 1,000,000 1,093,390 Pennsylvania State Turnpike Commission Oil Franchise Tax Revenue, Series B, MBIA Insured, 5.00%, 12/01/24 .......................................................... 1,655,000 1,668,075 Pre-Refunded, 5.00%, 12/01/31 ............................................ 5,000,000 5,651,000 Pennsylvania State Turnpike Commission Revenue, AMBAC Insured, Pre-Refunded, 5.00%, 7/15/31 ..................................................................... 10,000,000 10,967,800 Annual Report | 203 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN PENNSYLVANIA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ------------------------------------------ ---------------- -------------- MUNICIPAL BONDS (CONTINUED) PENNSYLVANIA (CONTINUED) Pennsylvania State Turnpike Commission Turnpike Revenue, Refunding, Series C, Sub Series C-1, Assured Guaranty, 6.25%, 6/01/38 ....... $ 5,000,000 $ 5,403,750 Series A, AMBAC Insured, 5.00%, 12/01/34 .................................... 5,000,000 4,865,500 Series R, AMBAC Insured, 5.00%, 12/01/26 .................................... 2,000,000 2,022,560 Series R, AMBAC Insured, 5.00%, 12/01/30 .................................... 11,125,000 11,036,779 sub. bond, Series A, Assured Guaranty, 5.00%, 6/01/39 ....................... 20,000,000 19,905,600 Pennsylvania State University Revenue, 5.00%, 9/01/35 .......................... 1,000,000 991,290 Philadelphia Authority for IDR, Cultural and Commercial Corridors Program, Series A, FGIC Insured, 5.00%, 12/01/23 ................................................................. 6,205,000 5,684,152 Cultural and Commercial Corridors Program, Series A, FGIC Insured, 5.00%, 12/01/25 ................................................................. 5,690,000 5,023,075 Please Touch Museum Project, 5.25%, 9/01/36 ................................. 7,210,000 5,109,439 Series B, AMBAC Insured, 5.25%, 7/01/31 ..................................... 2,000,000 1,663,000 Philadelphia Gas Works Revenue, Twelfth Series B, MBIA Insured, ETM, 7.00%, 5/15/20 ..................................................................... 865,000 1,054,037 Philadelphia GO, Series B, Assured Guaranty, 7.125%, 7/15/38 ................... 10,000,000 10,587,600 Philadelphia Hospitals and Higher Education Facilities Authority Hospital Revenue, Temple University Health System, Refunding, Series A, 5.50%, 7/01/30 ........................................................... 5,000,000 3,614,300 5.00%, 7/01/34 ........................................................... 5,000,000 3,253,650 Philadelphia Housing Authority Capital Fund Program Revenue, Series A, FSA Insured, 5.00%, 12/01/21 .................................................................... 5,000,000 5,137,550 Philadelphia IDA Lease Revenue, Series B, FSA Insured, Pre-Refunded, 5.125%, 10/01/26 .................................................................... 12,000,000 13,242,240 Philadelphia Parking Authority Airport Parking Revenue, FSA Insured, 5.25%, 9/01/22 ..................................................................... 3,250,000 3,191,500 9/01/29 ..................................................................... 13,000,000 11,529,700 Philadelphia RDAR, Neighborhood Transformation, Series C, FGIC Insured, 5.00%, 4/15/31 ..................................................................... 14,565,000 11,783,085 Philadelphia School District GO, Series C, MBIA Insured, Pre-Refunded, 5.75%, 3/01/29 ........................ 8,000,000 8,388,720 Series D, FGIC Insured, Pre-Refunded, 5.125%, 6/01/34 ....................... 5,000,000 5,717,450 Series E, 6.00%, 9/01/38 .................................................... 5,000,000 5,057,650 Philadelphia Water and Wastewater Revenue, Series A, FGIC Insured, 5.00%, 11/01/31 ............................................... 2,765,000 2,597,164 FSA Insured, 5.00%, 7/01/28 ................................................. 5,000,000 4,896,550 FSA Insured, 5.00%, 7/01/29 ................................................. 11,645,000 11,283,073 FSA Insured, 5.00%, 7/01/35 ................................................. 4,500,000 4,230,270 Pine-Richland School District GO, FSA Insured, 5.00%, 7/15/35 .................. 200,000 192,066 Pittsburgh Public Parking Authority Parking Revenue, AMBAC Insured, Pre-Refunded, 6.00%, 12/01/24 .................................................................... 2,000,000 2,126,400 Pittsburgh Urban RDA Mortgage Revenue, Series C, GNMA Secured, 5.70%, 4/01/30 ..................................................................... 1,295,000 1,271,573 Pittsburgh Urban RDA Tax Allocation, Pre-Refunded, 6.10%, 5/01/19 .............. 1,000,000 1,008,890 Pittsburgh Water and Sewer Authority Revenue, FGIC Insured, ETM, 7.25%, 9/01/14 ..................................................................... 825,000 932,613 Plum Boro School District GO, FGIC Insured, Pre-Refunded, 5.25%, 9/15/30 ....... 8,870,000 9,716,109 Reading Area Water Authority Water Revenue, FSA Insured, 5.00%, 12/01/27 ....... 3,685,000 3,759,548 Reading GO, FSA Insured, 6.00%, 11/01/28 ....................................... 2,000,000 2,040,940 Reading School District GO, FSA Insured, 5.00%, 1/15/36 ........................ 18,500,000 17,862,675 204 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN PENNSYLVANIA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ------------------------------------------ ---------------- -------------- MUNICIPAL BONDS (CONTINUED) PENNSYLVANIA (CONTINUED) Sayre Health Care Facilities Authority Revenue, Guthrie Healthcare System, Refunding, Series A, 5.875%, 12/01/31 ....................................... $ 555,000 $ 497,441 Series A, Pre-Refunded, 5.875%, 12/01/31 .................................... 1,945,000 2,191,354 Scranton School District GO, Series A, FSA Insured, 5.00%, 7/15/38 ....................................... 5,430,000 5,331,228 Series C, FSA Insured, 5.00%, 7/15/38 ....................................... 5,000,000 4,909,050 Scranton-Lackawanna Health and Welfare Authority Revenue, University of Scranton, XLCA Insured, 5.00%, 11/01/37 ............................................... 8,125,000 7,507,012 Seneca Valley School District GO, MBIA Insured, Pre-Refunded, 5.375%, 1/01/21 ..................................................................... 2,000,000 2,214,120 Snyder County Higher Education Authority University Revenue, Susquehanna University Project, 5.00%, 1/01/38 .............................................................. 4,000,000 3,637,120 Southcentral General Authority Revenue, WellSpan Health Obligated Group, MBIA Insured, ETM, 5.25%, 5/15/31 ........ 1,875,000 1,957,838 WellSpan Health Obligated Group, MBIA Insured, Pre-Refunded, 5.25%, 5/15/31 8,125,000 8,887,450 WellSpan Health Obligated Group, Refunding, Series A, 6.00%, 6/01/25 ........ 10,000,000 10,307,400 York College of Pennsylvania, Associates, XLCA Insured, 5.00%, 5/01/37 ...... 2,090,000 1,933,355 Southern Lehigh School District GO, Series A, FGIC Insured, Pre-Refunded, 5.00%, 9/01/25 ..................................................................... 6,900,000 7,721,031 Southmoreland School District GO, MBIA Insured, 5.00%, 4/01/27 ................. 5,025,000 5,071,933 State Public School Building Authority College Revenue, Delaware County Community College Project, FSA Insured, 5.00%, 10/01/32 ..... 1,000,000 980,960 Montgomery County Community College, FSA Insured, 5.00%, 5/01/28 .......... . 1,225,000 1,252,930 Westmoreland County Community College, FGIC Insured, 5.25%, 10/15/22 ........ 2,170,000 2,196,192 Susquehanna Area Regional Airport Authority Airport System Revenue, Refunding, Series A, AMBAC Insured, 5.00%, 1/01/28 .......................... 2,000,000 1,610,300 Series A, 6.50%, 1/01/38 .................................................... 4,000,000 2,913,880 Upper St. Clair Township School District GO, FSA Insured, Pre-Refunded, 5.00%, 7/15/28 ................................... 465,000 513,509 Refunding, FSA Insured, 5.00%, 7/15/28 ...................................... 535,000 539,911 Washington County Authority Revenue, Capital Projects and Equipment Program, Refunding, AMBAC Insured, 6.15%, 12/01/29 .............................................. 1,000,000 945,750 Washington County GO, Refunding, Series A, AMBAC Insured, 5.125%, 9/01/27 ......................... 4,295,000 4,354,529 Series A, AMBAC Insured, Pre-Refunded, 5.125%, 9/01/27 .................... 705,000 791,877 West Allegheny School District GO, Refunding, Series D, FGIC Insured, 4.75%, 9/01/19 ..................................................................... 2,000,000 2,037,940 9/01/20 ..................................................................... 3,805,000 3,853,628 West Mifflin Area School District GO, FSA Insured, 5.125%, 4/01/31 ............. 1,000,000 1,004,840 (a) Whitehall Coplay School District GO, Series A, FSA Insured, 5.375%, 11/15/34 .................................................................... 6,000,000 6,048,720 Wilkes-Barre Finance Authority Revenue, Wilkes University Project, Refunding, 5.00%, 3/01/37 ..................................................................... 4,500,000 2,957,175 Wyoming Area School District GO, Refunding, Series A, MBIA Insured, 5.00%, 9/01/26 ..................................................................... 5,005,000 5,054,950 -------------- 902,164,503 -------------- Annual Report | 205 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2009 (CONTINUED) FRANKLIN PENNSYLVANIA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ------------------------------------------ ---------------- -------------- MUNICIPAL BONDS (CONTINUED) U.S. TERRITORIES 6.6% PUERTO RICO 6.2% Puerto Rico Commonwealth Aqueduct and Sewer Authority Revenue, senior lien, Series A, 6.00%, 7/01/44 .............................................................. $ 2,100,000 $ 1,881,096 Puerto Rico Commonwealth GO, Public Improvement, Series A, 5.00%, 7/01/29 ................................ 4,000,000 3,308,480 Public Improvement, Series A, 5.00%, 7/01/33 ................................ 13,960,000 10,888,800 Public Improvement, Series A, Pre-Refunded, 5.00%, 7/01/33 .................. 16,040,000 18,166,102 Series A, 5.00%, 7/01/28 .................................................... 5,000,000 4,124,650 Series A, 5.25%, 7/01/37 .................................................... 10,000,000 8,154,600 Puerto Rico Commonwealth Infrastructure Financing Authority Special Tax Revenue, 5.00%, 7/01/37 ..................................................................... 7,010,000 5,512,804 Puerto Rico Electric Power Authority Power Revenue, Series TT, 5.00%, 7/01/32 ..................................................................... 5,100,000 4,257,480 Puerto Rico PBA Guaranteed Revenue, Government Facilities, Series I, 5.00%, 7/01/36 .............................................................. 5,950,000 4,679,259 -------------- 60,973,271 -------------- VIRGIN ISLANDS 0.4% Virgin Islands PFAR, Gross Receipts Taxes Loan Note, Radian Insured, 5.00%, 10/01/33 .................................................................... 5,000,000 4,035,850 -------------- TOTAL U.S. TERRITORIES ......................................................... 65,009,121 -------------- TOTAL MUNICIPAL BONDS BEFORE SHORT TERM INVESTMENTS (COST $1,003,864,096) ....................................................... 967,173,624 -------------- SHORT TERM INVESTMENTS (COST $9,350,000) 0.9% MUNICIPAL BONDS 0.9% PENNSYLVANIA 0.9% (b) Geisinger Authority Health System Revenue, Geisinger Health System, Refunding, Series A, Daily VRDN and Put, 0.45%, 5/15/35 .......................................... 9,350,000 9,350,000 -------------- TOTAL INVESTMENTS (COST $1,013,214,096) 99.1% .................................. 976,523,624 OTHER ASSETS, LESS LIABILITIES 0.9% ............................................ 9,360,609 -------------- NET ASSETS 100.0% .............................................................. $ 985,884,233 ============== See Abbreviations on page 238. (a) Security purchased on a when-issued basis. See Note 1(b). (b) Variable rate demand notes (VRDNs) are tax-exempt obligations which contain a floating or variable interest rate adjustment formula and an unconditional right of demand to receive payment of the principal balance plus accrued interest at specified dates. The coupon rate shown represents the rate at period end. The accompanying notes are an integral part of these financial statements. 206 | Annual Report Franklin Tax-Free Trust FINANCIAL STATEMENTS STATEMENTS OF ASSETS AND LIABILITIES February 28, 2009 FRANKLIN FRANKLIN FRANKLIN FRANKLIN ARIZONA COLORADO CONNECTICUT DOUBLE TAX-FREE TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND INCOME FUND -------------- ------------ ------------ ------------ Assets: Investments in securities: Cost ..................................... $1,052,440,087 $563,781,089 $424,574,910 $577,548,490 ============== ============ ============ ============ Value .................................... $1,003,797,827 $529,302,825 $403,210,085 $525,503,095 Cash ........................................ 4,265,393 5,018 1,474,519 9,335,143 Receivables: Capital shares sold ...................... 1,520,809 1,276,388 596,611 1,249,673 Interest ................................. 11,803,275 7,883,235 4,398,417 5,984,362 Other assets ................................ 2,143 1,132 866 1,104 -------------- ------------ ------------ ------------ Total assets .......................... 1,021,389,447 538,468,598 409,680,498 542,073,377 -------------- ------------ ------------ ------------ Liabilities: Payables: Investment securities purchased .......... 4,632,693 2,034,120 -- -- Capital shares redeemed .................. 1,755,544 1,069,708 253,626 651,533 Affiliates ............................... 524,984 300,084 242,277 310,675 Distributions to shareholders ............ 1,035,508 545,692 235,317 551,977 Accrued expenses and other liabilities ...... 105,823 80,898 63,137 83,497 -------------- ------------ ------------ ------------ Total liabilities ..................... 8,054,552 4,030,502 794,357 1,597,682 -------------- ------------ ------------ ------------ Net assets, at value ............... $1,013,334,895 $534,438,096 $408,886,141 $540,475,695 ============== ============ ============ ============ Net assets consist of: Paid-in capital ............................. $1,078,362,275 $574,548,070 $433,238,900 $595,059,920 Undistributed net investment income (distributions in excess of net investment income) ....................... 346,303 (40,520) 142,501 86,948 Net unrealized appreciation (depreciation) .. (48,642,260) (34,478,264) (21,364,825) (52,045,395) Accumulated net realized gain (loss) ........ (16,731,423) (5,591,190) (3,130,435) (2,625,778) -------------- ------------ ------------ ------------ Net assets, at value ............... $1,013,334,895 $534,438,096 $408,886,141 $540,475,695 ============== ============ ============ ============ The accompanying notes are an integral part of these financial statements. Annual Report | 207 Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED) February 28, 2009 FRANKLIN FRANKLIN FRANKLIN FRANKLIN ARIZONA COLORADO CONNECTICUT DOUBLE TAX-FREE TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND INCOME FUND ------------ ------------ ------------ ------------ CLASS A: Net assets, at value ........................ $920,248,416 $465,135,803 $338,345,149 $468,062,434 ------------ ------------ ------------ ------------ Shares outstanding .......................... 90,413,061 43,111,394 33,232,445 44,395,956 ------------ ------------ ------------ ------------ Net asset value per share(a) ................ $ 10.18 $ 10.79 $ 10.18 $ 10.54 ------------ ------------ ------------ ------------ Maximum offering price per share (net asset value per share / 95.75%) ................ $ 10.63 $ 11.27 $ 10.63 $ 11.01 ------------ ------------ ------------ ------------ CLASS B: Net assets, at value ........................ $ 14,276,416 -- -- -- ------------ ------------ ------------ ------------ Shares outstanding .......................... 1,394,289 -- -- -- ------------ ------------ ------------ ------------ Net asset value and maximum offering price per share(a) ............................. $ 10.24 -- -- -- ------------ ------------ ------------ ------------ CLASS C: Net assets, at value ........................ $ 78,805,280 $ 69,302,293 $ 70,540,992 $ 72,413,261 ------------ ------------ ------------ ------------ Shares outstanding .......................... 7,655,689 6,371,352 6,890,259 6,842,997 ------------ ------------ ------------ ------------ Net asset value and maximum offering price per share(a) ............................. $ 10.29 $ 10.88 $ 10.24 $ 10.58 ------------ ------------ ------------ ------------ ADVISOR CLASS: Net assets, at value ........................ $ 4,783 -- -- -- ------------ ------------ ------------ ------------ Shares outstanding .......................... 470 -- -- -- ------------ ------------ ------------ ------------ Net asset value and maximum offering price per share ................................ $ 10.18 -- -- -- ------------ ------------ ------------ ------------ (a) Redemption price is equal to net asset value less contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. 208 | Annual Report Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED) February 28, 2009 FRANKLIN FEDERAL FRANKLIN FEDERAL FRANKLIN FRANKLIN INTERMEDIATE-TERM LIMITED-TERM HIGH YIELD NEW JERSEY TAX-FREE TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND INCOME FUND ----------------- ---------------- -------------- -------------- Assets: Investments in securities: Cost ..................................... $969,392,357 $178,147,670 $5,920,079,422 $1,385,814,408 ============ ============ ============== ============== Value .................................... $961,762,758 $180,167,454 $5,084,477,831 $1,341,167,764 Cash ........................................ 5,430 56,374 1,179,148 31,732 Receivables: Investment securities sold ............... -- 4,110,762 -- -- Capital shares sold ...................... 10,094,538 1,859,047 12,972,846 3,241,101 Interest ................................. 11,470,852 1,692,415 95,761,846 14,897,140 Other assets ................................ 2,007 386 10,570 2,851 ------------ ------------ -------------- -------------- Total assets .......................... 983,335,585 187,886,438 5,194,402,241 1,359,340,588 ------------ ------------ -------------- -------------- Liabilities: Payables: Investment securities purchased .......... 7,946,263 -- -- -- Capital shares redeemed .................. 3,316,911 2,820,944 9,027,636 1,449,066 Affiliates ............................... 519,246 38,138 2,793,934 767,341 Distributions to shareholders ............ 820,245 90,411 4,362,477 776,685 Accrued expenses and other liabilities ...... 151,748 50,328 897,367 161,532 ------------ ------------ -------------- -------------- Total liabilities ..................... 12,754,413 2,999,821 17,081,414 3,154,624 ------------ ------------ -------------- -------------- Net assets, at value ............... $970,581,172 $184,886,617 $5,177,320,827 $1,356,185,964 ============ ============ ============== ============== Net assets consist of: Paid-in capital ............................. $989,331,590 $183,400,824 $6,412,706,640 $1,402,742,609 Undistributed net investment income (distributions in excess of net investment income) .................................. (48,901) 142,853 14,467,950 956,429 Net unrealized appreciation (depreciation) ..... (7,629,599) 2,019,784 (835,601,591) (44,646,644) Accumulated net realized gain (loss) ........... (11,071,918) (676,844) (414,252,172) (2,866,430) ------------ ------------ -------------- -------------- Net assets, at value ............... $970,581,172 $184,886,617 $5,177,320,827 $1,356,185,964 ============ ============ ============== ============== The accompanying notes are an integral part of these financial statements. Annual Report | 209 Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED) February 28, 2009 FRANKLIN FRANKLIN FEDERAL FEDERAL FRANKLIN FRANKLIN INTERMEDIATE- LIMITED-TERM HIGH YIELD NEW JERSEY TERM TAX-FREE TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND INCOME FUND ------------- ------------ -------------- -------------- CLASS A: Net assets, at value ..................... $873,648,260 $184,886,617 $4,255,784,327 $1,100,142,210 ------------ ------------ -------------- -------------- Shares outstanding ....................... 79,486,951 18,283,129 486,235,925 97,411,741 ------------ ------------ -------------- -------------- Net asset value per share(a) ............. $ 10.99 $ 10.11 $ 8.75 $ 11.29 ------------ ------------ -------------- -------------- Maximum offering price per share (net asset value per share / 97.75%, 97.75%, 95.75% and 95.75%, respectively) ...... $ 11.24 $ 10.34 $ 9.14 $ 11.79 ------------ ------------ -------------- -------------- CLASS B: Net assets, at value ..................... -- -- $ 87,208,304 $ 47,329,239 ------------ ------------ -------------- -------------- Shares outstanding ....................... -- -- 9,893,349 4,166,084 ------------ ------------ -------------- -------------- Net asset value and maximum offering price per share(a) .......................... -- -- $ 8.81 $ 11.36 ------------ ------------ -------------- -------------- CLASS C: Net assets, at value ..................... $ 91,163,726 -- $ 663,766,044 $ 207,944,764 ------------ ------------ -------------- -------------- Shares outstanding ....................... 8,278,730 -- 74,913,716 18,249,027 ------------ ------------ -------------- -------------- Net asset value and maximum offering price per share(a) .......................... $ 11.01 -- $ 8.86 $ 11.39 ------------ ------------ -------------- -------------- ADVISOR CLASS: Net assets, at value ..................... $ 5,769,186 -- $ 170,562,152 $ 769,751 ------------ ------------ -------------- -------------- Shares outstanding ....................... 524,389 -- 19,443,078 68,153 ------------ ------------ -------------- -------------- Net asset value and maximum offering price per share ............................. $ 11.00 -- $ 8.77 $ 11.29 ------------ ------------ -------------- -------------- (a) Redemption price is equal to net asset value less contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. 210 | Annual Report Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED) February 28, 2009 Franklin Franklin Oregon Pennsylvania Tax-Free Tax-Free Income Fund Income Fund ------------ -------------- Assets: Investments in securities: Cost ...................................................... $901,424,403 $1,013,214,096 ============ ============== Value ..................................................... $884,167,772 $ 976,523,624 Cash ......................................................... 18,591,523 186,040 Receivables: Capital shares sold ....................................... 3,314,552 3,113,212 Interest .................................................. 10,141,990 15,243,227 Other assets ................................................. 1,915 2,048 ------------ -------------- Total assets ........................................... 916,217,752 995,068,151 ------------ -------------- Liabilities: Payables: Investment securities purchased ........................... 2,501,720 5,912,089 Capital shares redeemed ................................... 1,888,464 1,625,773 Affiliates ................................................ 495,333 559,200 Distributions to shareholders ............................. 532,654 951,505 Accrued expenses and other liabilities ....................... 106,071 135,351 ------------ -------------- Total liabilities ...................................... 5,524,242 9,183,918 ------------ -------------- Net assets, at value ................................ $910,693,510 $ 985,884,233 ============ ============== Net assets consist of: Paid-in capital .............................................. $929,789,588 $1,028,275,725 Undistributed net investment income .......................... 2,209,538 616,324 Net unrealized appreciation (depreciation) ................... (17,256,631) (36,690,472) Accumulated net realized gain (loss) ......................... (4,048,985) (6,317,344) ------------ -------------- Net assets, at value ................................ $910,693,510 $ 985,884,233 ============ ============== CLASS A: Net assets, at value ......................................... $787,594,609 $ 820,226,764 ============ ============== Shares outstanding ........................................... 70,285,099 85,035,519 ============ ============== Net asset value per share(a) ................................. $ 11.21 $ 9.65 ============ ============== Maximum offering price per share (net asset value per share / 95.75%) ....................................... $ 11.71 $ 10.08 ============ ============== CLASS B: Net assets, at value ......................................... -- $ 30,177,206 ============ ============== Shares outstanding ........................................... -- 3,117,727 ============ ============== Net asset value and maximum offering price per share(a) ...... -- $ 9.68 ============ ============== CLASS C: Net assets, at value ......................................... $123,098,901 $ 135,480,263 ============ ============== Shares outstanding ........................................... 10,868,636 13,925,535 ============ ============== Net asset value and maximum offering price per share(a) ...... $ 11.33 $ 9.73 ============ ============== (a) Redemption price is equal to net asset value less contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. Annual Report | 211 Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF OPERATIONS for the year ended February 28, 2009 FRANKLIN FRANKLIN FRANKLIN FRANKLIN ARIZONA COLORADO CONNECTICUT DOUBLE TAX-FREE TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND INCOME FUND ------------ ------------ ------------ ------------ Investment income: Interest ................................... $ 54,031,820 $ 28,204,733 $ 20,541,518 $ 29,270,581 ------------ ------------ ------------ ------------ Expenses: Management fees (Note 3a) .................. 4,895,096 2,651,898 2,076,665 2,752,341 Distribution fees: (Note 3c) Class A ................................. 941,519 467,834 332,866 482,761 Class B ................................. 106,786 -- -- -- Class C ................................. 480,852 424,591 424,051 475,386 Transfer agent fees (Note 3e) .............. 302,999 219,095 146,607 277,705 Custodian fees ............................. 15,296 8,017 6,017 8,190 Reports to shareholders .................... 51,682 38,302 26,144 48,843 Registration and filing fees ............... 35,706 15,667 12,645 57,743 Professional fees .......................... 41,277 30,782 27,874 29,906 Trustees' fees and expenses ................ 8,722 4,479 3,374 4,701 Other ...................................... 58,900 41,385 41,577 41,694 ------------ ------------ ------------ ------------ Total expenses ....................... 6,938,835 3,902,050 3,097,820 4,179,270 ------------ ------------ ------------ ------------ Net investment income ............. 47,092,985 24,302,683 17,443,698 25,091,311 ------------ ------------ ------------ ------------ Realized and unrealized gains (losses): Net realized gain (loss) from investments ............................. 5,104,625 (476,720) 256,393 (514,867) Net change in unrealized appreciation (depreciation) on investments ........... (23,832,562) (19,209,407) (11,406,182) (32,138,084) ------------ ------------ ------------ ------------ Net realized and unrealized gain (loss) ........................................ (18,727,937) (19,686,127) (11,149,789) (32,652,951) ------------ ------------ ------------ ------------ Net increase (decrease) in net assets resulting from operations ..................... $ 28,365,048 $ 4,616,556 $ 6,293,909 $ (7,561,640) ============ ============ ============ ============ The accompanying notes are an integral part of these financial statements. 212 | Annual Report Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF OPERATIONS (CONTINUED) for the year ended February 28, 2009 FRANKLIN FRANKLIN FEDERAL FEDERAL FRANKLIN FRANKLIN INTERMEDIATE- LIMITED-TERM HIGH YIELD NEW JERSEY TERM TAX-FREE TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND INCOME FUND ------------- ------------ ------------- ------------ Investment income: Interest ................................... $38,704,816 $3,175,154 $ 360,324,717 $ 69,194,635 ----------- ---------- ------------- ------------ Expenses: Management fees (Note 3a) .................. 4,082,482 477,845 25,413,217 6,421,010 Administrative fees (Note 3b) .............. -- 195,235 -- -- Distribution fees: (Note 3c) Class A ................................. 769,893 143,273 4,501,568 1,118,264 Class B ................................. -- -- 746,987 359,326 Class C ................................. 363,216 -- 4,589,725 1,271,370 Transfer agent fees (Note 3e) .............. 478,960 31,235 2,714,111 550,208 Custodian fees ............................. 12,825 1,597 81,888 20,631 Reports to shareholders .................... 85,265 8,443 406,103 92,087 Registration and filing fees ............... 123,226 52,514 218,036 36,440 Professional fees .......................... 38,091 32,466 176,180 45,932 Trustees' fees and expenses ................ 6,888 749 48,196 11,554 Other ...................................... 70,608 65,632 592,131 84,291 ----------- ---------- ------------- ------------ Total expenses ....................... 6,031,454 1,008,989 39,488,142 10,011,113 Expenses waived/paid by affiliates (Note 3f) ......................... -- (487,059) -- -- ----------- ---------- ------------- ------------ Net expenses ...................... 6,031,454 521,930 39,488,142 10,011,113 ----------- ---------- ------------- ------------ Net investment income .......... 32,673,362 2,653,224 320,836,575 59,183,522 ----------- ---------- ------------- ------------ Realized and unrealized gains (losses): Net realized gain (loss) from investments .. (5,898,016) 1,360 (60,042,484) (1,555,323) Net change in unrealized appreciation (depreciation) on investments ........... 853,246 2,228,049 (704,879,658) (27,966,668) ----------- ---------- ------------- ------------ Net realized and unrealized gain (loss) ....... (5,044,770) 2,229,409 (764,922,142) (29,521,991) ----------- ---------- ------------- ------------ Net increase (decrease) in net assets resulting from operations ............................ $27,628,592 $4,882,633 $(444,085,567) $ 29,661,531 =========== ========== ============= ============ The accompanying notes are an integral part of these financial statements. Annual Report | 213 Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF OPERATIONS (CONTINUED) for the year ended February 28, 2009 FRANKLIN FRANKLIN OREGON PENNSYLVANIA TAX-FREE TAX-FREE INCOME FUND INCOME FUND ------------ ------------ Investment income: Interest .................................... $ 44,228,069 $ 49,850,794 ------------ ------------ Expenses: Management fees (Note 3a) ................... 4,216,252 4,584,567 Distribution fees: (Note 3c) Class A .................................. 766,411 778,998 Class B .................................. -- 221,413 Class C .................................. 722,799 812,293 Transfer agent fees (Note 3e) ............... 299,692 475,430 Custodian fees .............................. 13,158 14,417 Reports to shareholders ..................... 52,626 73,564 Registration and filing fees ................ 15,865 20,439 Professional fees ........................... 39,731 40,409 Trustees' fees and expenses ................. 7,337 8,066 Other ....................................... 68,801 72,716 ------------ ------------ Total expenses ........................ 6,202,672 7,102,312 ------------ ------------ Net investment income .............. 38,025,397 42,748,482 ------------ ------------ Realized and unrealized gains (losses): Net realized gain (loss) from investments ... 2,267,270 (192,563) Net change in unrealized appreciation (depreciation) on investments ............ (10,042,779) (21,524,495) ------------ ------------ Net realized and unrealized gain (loss) ........ (7,775,509) (21,717,058) ------------ ------------ Net increase (decrease) in net assets resulting from operations ............................. $ 30,249,888 $ 21,031,424 ============ ============ The accompanying notes are an integral part of these financial statements. 214 | Annual Report Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF CHANGES IN NET ASSETS FRANKLIN ARIZONA FRANKLIN COLORADO TAX-FREE INCOME FUND TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, YEAR ENDED FEBRUARY 28, ------------------------------- --------------------------- 2009 2008(a) 2009 2008(a) -------------- -------------- ------------ ------------ Increase (decrease) in net assets: Operations: Net investment income ..................... $ 47,092,985 $ 43,894,585 $ 24,302,683 $ 20,910,430 Net realized gain (loss) from investments.. 5,104,625 1,596,150 (476,720) 168,730 Net change in unrealized appreciation (depreciation) on investments .......... (23,832,562) (82,873,545) (19,209,407) (42,674,984) -------------- -------------- ------------ ------------ Net increase (decrease) in net assets resulting from operations ........ 28,365,048 (37,382,810) 4,616,556 (21,595,824) -------------- -------------- ------------ ------------ Distributions to shareholders from: Net investment income: Class A ................................ (42,645,873) (41,226,722) (21,514,143) (18,762,346) Class B ................................ (645,470) (721,813) -- -- Class C ................................ (2,907,445) (2,337,570) (2,616,170) (1,975,690) Advisor Class .......................... (148) -- -- -- -------------- -------------- ------------ ------------ Total distributions to shareholders .......... (46,198,936) (44,286,105) (24,130,313) (20,738,036) -------------- -------------- ------------ ------------ Capital share transactions: (Note 2) Class A ................................ 22,129,364 60,653,009 37,449,907 55,622,490 Class B ................................ (3,377,558) (1,728,316) -- -- Class C ................................ 15,704,782 11,159,964 15,881,168 9,911,611 Advisor Class .......................... 5,000 -- -- -- -------------- -------------- ------------ ------------ Total capital share transactions ............. 34,461,588 70,084,657 53,331,075 65,534,101 -------------- -------------- ------------ ------------ Redemption fees .............................. 1,058 3,235 71 108 -------------- -------------- ------------ ------------ Net increase (decrease) in net assets ........................... 16,628,758 (11,581,023) 33,817,389 23,200,349 Net assets: Beginning of year ......................... 996,706,137 1,008,287,160 500,620,707 477,420,358 -------------- -------------- ------------ ------------ End of year ............................... $1,013,334,895 $ 996,706,137 $534,438,096 $500,620,707 ============== ============== ============ ============ Undistributed net investment income (distributions in excess of net investment income) included in net assets: End of year ............................... $ 346,303 $ (544,290) $ (40,520) $ (213,171) ============== ============== ============ ============ (a) For the year ended February 29. The accompanying notes are an integral part of these financial statements. Annual Report | 215 Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED) FRANKLIN CONNECTICUT FRANKLIN DOUBLE TAX-FREE INCOME FUND TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, YEAR ENDED FEBRUARY 28, --------------------------- --------------------------- 2009 2008(a) 2009 2008(a) ------------ ------------ ------------ ------------ Increase (decrease) in net assets: Operations: Net investment income .................... $ 17,443,698 $ 15,190,520 $ 25,091,311 $ 21,548,060 Net realized gain (loss) from investments 256,393 95,770 (514,867) (1,152,627) Net change in unrealized appreciation (depreciation) on investments ......... (11,406,182) (25,882,364) (32,138,084) (43,332,175) ------------ ------------ ------------ ------------ Net increase (decrease) in net assets resulting from operations .......... 6,293,909 (10,596,074) (7,561,640) (22,936,742) ------------ ------------ ------------ ------------ Distributions to shareholders from: Net investment income: Class A ............................... (14,619,347) (13,244,839) (21,851,064) (19,216,814) Class C ............................... (2,439,850) (1,981,566) (2,889,132) (2,343,586) ------------ ------------ ------------ ------------ Total distributions to shareholders ......... (17,059,197) (15,226,405) (24,740,196) (21,560,400) ------------ ------------ ------------ ------------ Capital share transactions: (Note 2) Class A .................................. 31,280,348 32,628,406 33,331,759 72,989,889 Class C .................................. 17,336,628 6,344,477 9,945,890 13,745,139 ------------ ------------ ------------ ------------ Total capital share transactions ............ 48,616,976 38,972,883 43,277,649 86,735,028 ------------ ------------ ------------ ------------ Redemption fees ............................. 905 2,135 2 432 ------------ ------------ ------------ ------------ Net increase (decrease) in net assets ............................. 37,852,593 13,152,539 10,975,815 42,238,318 Net assets: Beginning of year ........................ 371,033,548 357,881,009 529,499,880 487,261,562 ------------ ------------ ------------ ------------ End of year .............................. $408,886,141 $371,033,548 $540,475,695 $529,499,880 ============ ============ ============ ============ Undistributed net investment income (distributions in excess of net investment income) included in net assets: End of year .............................. $ 142,501 $ (226,283) $ 86,948 $ (243,881) ============ ============ ============ ============ (a) For the year ended February 29. The accompanying notes are an integral part of these financial statements. 216 | Annual Report Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED) FRANKLIN FEDERAL FRANKLIN FEDERAL INTERMEDIATE-TERM LIMITED-TERM TAX-FREE INCOME FUND TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, YEAR ENDED FEBRUARY 28, --------------------------- -------------------------- 2009 2008(a) 2009 2008(a) ------------ ------------ ------------ ----------- Increase (decrease) in net assets: Operations: Net investment income ..................... $ 32,673,362 $ 24,865,467 $ 2,653,224 $ 812,853 Net realized gain (loss) from investments.. (5,898,016) (1,463,582) 1,360 6,997 Net change in unrealized appreciation (depreciation) on investments .......... 853,246 (25,535,275) 2,228,049 15,741 ------------ ------------ ------------ ----------- Net increase (decrease) in net assets resulting from operations .............. 27,628,592 (2,133,390) 4,882,633 835,591 ------------ ------------ ------------ ----------- Distributions to shareholders from: Net investment income: Class A ................................ (30,459,619) (24,178,554) (2,560,784) (848,587) Class C ................................ (1,859,248) (929,706) -- -- Advisor Class .......................... (15,691) -- -- -- ------------ ------------ ------------ ----------- Total distributions to shareholders .......... (32,334,558) (25,108,260) (2,560,784) (848,587) ------------ ------------ ------------ ----------- Capital share transactions: (Note 2) Class A ................................... 178,559,999 114,449,992 138,650,302 25,243,504 Class C ................................... 56,328,454 7,574,428 -- -- Advisor Class ............................. 5,798,352 -- -- -- ------------ ------------ ------------ ----------- Total capital share transactions ............. 240,686,805 122,024,420 138,650,302 25,243,504 ------------ ------------ ------------ ----------- Redemption fees .............................. 4,722 11,727 195 1,188 ------------ ------------ ------------ ----------- Net increase (decrease) in net assets .............................. 235,985,561 94,794,497 140,972,346 25,231,696 Net assets: Beginning of year ............................ 734,595,611 639,801,114 43,914,271 18,682,575 ------------ ------------ ------------ ----------- End of year .................................. $970,581,172 $734,595,611 $184,886,617 $43,914,271 ============ ============ ============ =========== Undistributed net investment income (distributions in excess of net investment income) included in net assets: End of year .................................. $ (48,901) $ (381,164) $ 142,853 $ 14,365 ============ ============ ============ =========== (a) For the year ended February 29. The accompanying notes are an integral part of these financial statements. Annual Report | 217 Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED) FRANKLIN HIGH YIELD FRANKLIN NEW JERSEY TAX-FREE INCOME FUND TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, YEAR ENDED FEBRUARY 28, ------------------------------- ------------------------------- 2009 2008(a) 2009 2008(a) -------------- -------------- -------------- -------------- Increase (decrease) in net assets: Operations: Net investment income ....................... $ 320,836,575 $ 302,240,275 $ 59,183,522 $ 53,319,442 Net realized gain (loss) from investments .............................. (60,042,484) (65,781,744) (1,555,323) 585,689 Net change in unrealized appreciation (depreciation) on investments ............ (704,879,658) (549,544,067) (27,966,668) (85,633,954) -------------- -------------- -------------- -------------- Net increase (decrease) in net assets resulting from operations ............. (444,085,567) (313,085,536) 29,661,531 (31,728,823) -------------- -------------- -------------- -------------- Distributions to shareholders from: Net investment income: Class A .................................. (265,600,315) (253,354,831) (48,093,024) (44,993,101) Class B .................................. (5,867,253) (7,712,274) (2,065,841) (2,418,675) Class C .................................. (36,047,885) (32,097,488) (7,248,870) (6,021,906) Advisor Class ............................ (9,414,085) (4,961,732) (26,899) -- -------------- -------------- -------------- -------------- Total distributions to shareholders ............ (316,929,538) (298,126,325) (57,434,634) (53,433,682) -------------- -------------- -------------- -------------- Capital share transactions: (Note 2) Class A .................................. 96,370,949 (34,911,873) 41,516,354 144,596,476 Class B .................................. (38,213,935) (58,694,299) (12,231,096) (7,663,204) Class C .................................. 62,822,395 9,046,334 45,319,925 19,023,864 Advisor Class ............................ 51,724,633 102,101,660 833,205 -- -------------- -------------- -------------- -------------- Total capital share transactions ............... 172,704,042 17,541,822 75,438,388 155,957,136 -------------- -------------- -------------- -------------- Redemption fees ................................ 6,664 20,713 2,210 18,285 -------------- -------------- -------------- -------------- Net increase (decrease) in net assets .... (588,304,399) (593,649,326) 47,667,495 70,812,916 Net assets: Beginning of year .............................. 5,765,625,226 6,359,274,552 1,308,518,469 1,237,705,553 -------------- -------------- -------------- -------------- End of year .................................... $5,177,320,827 $5,765,625,226 $1,356,185,964 $1,308,518,469 ============== ============== ============== ============== Undistributed net investment income (distributions in excess of net investment income) included in net assets: End of year .................................... $ 14,467,950 $ 10,520,494 $ 956,429 $ (783,499) ============== ============== ============== ============== (a) For the year ended February 29. The accompanying notes are an integral part of these financial statements. 218 | Annual Report Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED) FRANKLIN OREGON FRANKLIN PENNSYLVANIA TAX-FREE INCOME FUND TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, YEAR ENDED FEBRUARY 28, --------------------------- --------------------------- 2009 2008(a) 2009 2008(a) ------------ ------------ ------------ ------------ Increase (decrease) in net assets: Operations: Net investment income ...................... $ 38,025,397 $ 33,232,275 $ 42,748,482 $ 37,896,936 Net realized gain (loss) from investments .. 2,267,270 (1,037,084) (192,563) 2,020,609 Net change in unrealized appreciation (depreciation) on investments ........... (10,042,779) (47,614,903) (21,524,495) (61,479,260) ------------ ------------ ------------ ------------ Net increase (decrease) in net assets resulting from operations ............ 30,249,888 (15,419,712) 21,031,424 (21,561,715) ------------ ------------ ------------ ------------ Distributions to shareholders from: Net investment income: Class A ................................. (32,925,838) (29,363,730) (35,456,429) (32,486,231) Class B ................................. -- -- (1,313,880) (1,502,874) Class C ................................. (4,109,955) (3,328,278) (4,778,492) (3,775,781) ------------ ------------ ------------ ------------ Total distributions to shareholders ........... (37,035,793) (32,692,008) (41,548,801) (37,764,886) ------------ ------------ ------------ ------------ Capital share transactions: (Note 2) Class A ................................. 73,767,265 75,212,282 66,846,896 72,804,990 Class B ................................. -- -- (6,521,436) (4,030,087) Class C ................................. 27,262,962 10,709,229 31,286,715 13,664,921 ------------ ------------ ------------ ------------ Total capital share transactions .............. 101,030,227 85,921,511 91,612,175 82,439,824 ------------ ------------ ------------ ------------ Redemption fees ............................... 1,026 3,271 501 4,771 ------------ ------------ ------------ ------------ Net increase (decrease) in net assets ... 94,245,348 37,813,062 71,095,299 23,117,994 Net assets: Beginning of year ............................. 816,448,162 778,635,100 914,788,934 891,670,940 ------------ ------------ ------------ ------------ End of year ................................... $910,693,510 $816,448,162 $985,884,233 $914,788,934 ============ ============ ============ ============ Undistributed net investment income (distributions in excess of net investment income) included in net assets: End of year ................................... $ 2,209,538 $ 1,220,279 $ 616,324 $ (580,859) ============ ============ ============ ============ (a) For the year ended February 29. The accompanying notes are an integral part of these financial statements. Annual Report | 219 Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Franklin Tax-Free Trust (Trust) is registered under the Investment Company Act of 1940, as amended, (1940 Act) as an open-end investment company, consisting of twenty-four separate funds, ten of which are included in this report (Funds). The financial statements of the remaining funds in the Trust are presented separately. The classes of shares offered within each of the Funds are indicated below. Effective July 1, 2008, the Franklin Arizona Tax-Free Income Fund and the Franklin New Jersey Tax-Free Income Fund began offering a new class of shares, Advisor Class. Effective December 1, 2008, the Franklin Federal Intermediate-Term Tax-Free Income Fund began offering a new class of shares, Advisor Class. Each class of shares differs by its initial sales load, contingent deferred sales charges, distribution fees, voting rights on matters affecting a single class and its exchange privilege. CLASS A Franklin Federal Limited-Term Tax-Free Income Fund CLASS A & CLASS C Franklin Colorado Tax-Free Income Fund Franklin Connecticut Tax-Free Income Fund Franklin Double Tax-Free Income Fund Franklin Oregon Tax-Free Income Fund CLASS A, CLASS B & CLASS C Franklin Pennsylvania Tax-Free Income Fund CLASS A, CLASS C & ADVISOR CLASS Franklin Federal Intermediate-Term Tax-Free Income Fund CLASS A, CLASS B, CLASS C & ADVISOR CLASS Franklin Arizona Tax-Free Income Fund Franklin High Yield Tax-Free Income Fund Franklin New Jersey Tax-Free Income Fund The following summarizes the Funds' significant accounting policies. A. SECURITY VALUATION Municipal securities generally trade in the over-the-counter market rather than on a securities exchange. The Trust may utilize independent pricing services, quotations from bond dealers, and information with respect to bond and note transactions, to assist in determining a current market value for each security. The Trust's pricing services use valuation models or matrix pricing, which considers information with respect to comparable bond and note transactions, quotations from bond dealers or by reference to other securities that are considered comparable in such characteristics as rating, interest rate and maturity date, to determine current value. The Trust has procedures to determine the fair value of individual securities and other assets for which market prices are not readily available or which may not be reliably priced. Methods for valuing these securities may include: fundamental analysis, matrix pricing, discounts from market prices of similar securities, or discounts applied due to the nature and duration of restrictions on the disposition of the securities. Due to the inherent uncertainty of valuations of such securities, the fair values may differ significantly from the values that would have been used had a ready market for such investments existed. Occasionally, events occur between the 220 | Annual Report Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) A. SECURITY VALUATION (CONTINUED) time at which trading in a security is completed and the close of the NYSE that might call into question the availability (including the reliability) of the value of a portfolio security held by the fund. If such an event occurs, the securities may be valued using fair value procedures, which may include the use of independent pricing services. All security valuation procedures are approved by the Trust's Board of Trustees. B. SECURITIES PURCHASED ON A WHEN-ISSUED AND DELAYED DELIVERY BASIS The Funds may purchase securities on a when-issued and delayed delivery basis, with payment and delivery scheduled for a future date. These transactions are subject to market fluctuations and are subject to the risk that the value at delivery may be more or less than the trade date purchase price. Although the Funds will generally purchase these securities with the intention of holding the securities, they may sell the securities before the settlement date. Sufficient assets have been segregated for these securities. C. INCOME TAXES No provision has been made for U.S. income taxes because it is each fund's policy to qualify as a regulated investment company under the Internal Revenue Code and to distribute to shareholders substantially all of its income and net realized gains. The Funds have reviewed the tax positions, taken on federal income tax returns, for each of the three open tax years and as of February 28, 2009, and have determined that no provision for income tax is required in the Funds' financial statements. 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. Interest income and estimated expenses are accrued daily. Amortization of premium and accretion of discount on debt securities are included in interest income. Dividends from net investment income are normally declared daily and distributed monthly to shareholders. Distributions to shareholders are determined according to income tax regulations (tax basis). Distributable earnings determined on a tax basis may differ from earnings recorded in accordance with accounting principles generally accepted in the United States of America. These differences may be permanent or temporary. Permanent differences are reclassified among capital accounts to reflect their tax character. These reclassifications have no impact on net assets or the results of operations. Temporary differences are not reclassified, as they may reverse in subsequent periods. Common expenses incurred by the Trust are allocated among the Funds based on the ratio of net assets of each fund to the combined net assets of the Trust. Fund specific expenses are charged directly to the fund that incurred the expense. Annual Report | 221 Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) D. SECURITY TRANSACTIONS, INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS (CONTINUED) Realized and unrealized gains and losses and net investment income, not including 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. INSURANCE The scheduled payments of interest and principal for each insured municipal security in the Trust are insured by either a new issue insurance policy or a secondary insurance policy. Some municipal securities in the Funds are secured by collateral guaranteed by an agency of the U.S. government. Insurance companies typically insure municipal bonds that tend to be of very high quality, with the majority of underlying municipal bonds rated A or better. However, there is a risk that in the event of an issuer default, the insurer may not be able to fulfill its obligations under the terms of the policy. Depending on the type of coverage, premiums for insurance are either added to the cost basis of the security or paid by a third party. F. ACCOUNTING ESTIMATES The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America 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. G. REDEMPTION FEES A short term trading redemption fee was imposed, with some exceptions, on any fund shares that were redeemed or exchanged within seven calendar days following their purchase date. The redemption fee was 2% of the amount redeemed. Such fees were retained by the Funds and accounted for as an addition to paid-in capital. Effective September 1, 2008, the redemption fee was eliminated. H. GUARANTEES AND INDEMNIFICATIONS Under the Trust's organizational documents, its officers and trustees are indemnified by the Trust against certain liabilities arising out of the performance of their duties to the Trust. Additionally, in the normal course of business, the Trust, on behalf of the Funds, enters into contracts with service providers that contain general indemnification clauses. The Trust's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred. Currently, the Trust expects the risk of loss to be remote. 222 | Annual Report Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 2. SHARES OF BENEFICIAL INTEREST At February 28, 2009, there were an unlimited number of shares authorized (without par value). Transactions in the Funds' shares were as follows: FRANKLIN ARIZONA FRANKLIN COLORADO TAX-FREE INCOME FUND TAX-FREE INCOME FUND ----------------------------- --------------------------- SHARES AMOUNT SHARES AMOUNT ----------- --------------- ----------- ------------- CLASS A SHARES: Year ended February 28, 2009 Shares sold ...................................... 17,238,832 $ 179,568,520 11,044,781 $ 123,137,478 Shares issued in reinvestment of distributions ... 2,367,049 24,288,648 1,178,442 13,011,390 Shares redeemed .................................. (17,953,631) (181,727,804) (9,027,007) (98,698,961) ----------- --------------- ----------- ------------- Net increase (decrease) .......................... 1,652,250 $ 22,129,364 3,196,216 $ 37,449,907 =========== =============== =========== ============= Year ended February 29, 2008 Shares sold ...................................... 16,249,411 $ 177,756,709 8,421,827 $ 99,998,830 Shares issued in reinvestment of distributions ... 2,063,970 22,538,873 917,420 10,876,440 Shares redeemed .................................. (12,817,463) (139,642,573) (4,661,778) (55,252,780) ----------- --------------- ----------- ------------- Net increase (decrease) .......................... 5,495,918 $ 60,653,009 4,677,469 $ 55,622,490 =========== =============== =========== ============= CLASS B SHARES: Year ended February 28, 2009 Shares sold ...................................... 26,738 $ 274,783 Shares issued in reinvestment of distributions ... 39,754 411,280 Shares redeemed .................................. (395,158) (4,063,621) ----------- --------------- Net increase (decrease) .......................... (328,666) $ (3,377,558) =========== =============== Year ended February 29, 2008 Shares sold ...................................... 110,231 $ 1,185,921 Shares issued in reinvestment of distributions ... 38,372 421,666 Shares redeemed .................................. (302,851) (3,335,903) ----------- --------------- Net increase (decrease) .......................... (154,248) $ (1,728,316) =========== =============== CLASS C SHARES: Year ended February 28, 2009 Shares sold ...................................... 2,875,619 $ 30,210,078 2,631,956 $ 29,904,244 Shares issued in reinvestment of distributions ... 185,682 1,923,396 166,791 1,852,485 Shares redeemed .................................. (1,594,568) (16,428,692) (1,431,043) (15,875,561) ----------- --------------- ----------- ------------- Net increase (decrease) .......................... 1,466,733 $ 15,704,782 1,367,704 $ 15,881,168 =========== =============== =========== ============= Year ended February 29, 2008 Shares sold ...................................... 1,910,476 $ 21,108,685 1,637,001 $ 19,595,410 Shares issued in reinvestment of distributions ... 132,425 1,461,258 110,452 1,319,254 Shares redeemed .................................. (1,035,304) (11,409,979) (921,903) (11,003,053) ----------- --------------- ----------- ------------- Net increase (decrease) .......................... 1,007,597 $ 11,159,964 825,550 $ 9,911,611 =========== =============== =========== ============= ADVISOR CLASS SHARES: Period ended February 28, 2009(a) Shares sold ...................................... 470 $ 5,000 =========== =============== (a) For the period July 1, 2008 (effective date) to February 28, 2009. Annual Report | 223 Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 2. SHARES OF BENEFICIAL INTEREST (CONTINUED) FRANKLIN CONNECTICUT FRANKLIN DOUBLE TAX-FREE INCOME FUND TAX-FREE INCOME FUND ----------------------------- --------------------------- SHARES AMOUNT SHARES AMOUNT ----------- --------------- ----------- ------------- CLASS A SHARES: Year ended February 28, 2009 Shares sold ...................................... 11,862,212 $ 123,167,352 11,257,062 $ 122,507,234 Shares issued in reinvestment of distributions ... 827,813 8,550,106 1,439,308 15,609,611 Shares redeemed .................................. (9,864,969) (100,437,110) (9,974,418) (104,785,086) ----------- --------------- ----------- ------------- Net increase (decrease) .......................... 2,825,056 $ 31,280,348 2,721,952 $ 33,331,759 =========== =============== =========== ============= Year ended February 29, 2008 Shares sold ...................................... 7,329,502 $ 80,072,069 11,692,561 $ 138,191,821 Shares issued in reinvestment of distributions ... 696,086 7,604,451 1,130,372 13,331,291 Shares redeemed .................................. (5,040,494) (55,048,114) (6,662,902) (78,533,223) ----------- --------------- ----------- ------------- Net increase (decrease) .......................... 2,985,094 $ 32,628,406 6,160,031 $ 72,989,889 =========== =============== =========== ============= CLASS C SHARES: Year ended February 28, 2009 Shares sold ...................................... 2,845,749 $ 29,996,105 2,544,898 $ 28,039,246 Shares issued in reinvestment of distributions ... 153,663 1,592,772 179,371 1,949,699 Shares redeemed .................................. (1,387,600) (14,252,249) (1,895,711) (20,043,055) ----------- --------------- ----------- ------------- Net increase (decrease) .......................... 1,611,812 $ 17,336,628 828,558 $ 9,945,890 =========== =============== =========== ============= Year ended February 29, 2008 Shares sold ...................................... 1,374,411 $ 15,127,228 1,965,445 $ 23,306,648 Shares issued in reinvestment of distributions ... 111,175 1,220,793 129,458 1,531,953 Shares redeemed .................................. (910,872) (10,003,544) (938,169) (11,093,462) ----------- --------------- ----------- ------------- Net increase (decrease) .......................... 574,714 $ 6,344,477 1,156,734 $ 13,745,139 =========== =============== =========== ============= FRANKLIN FEDERAL FRANKLIN FEDERAL INTERMEDIATE-TERM LIMITED-TERM TAX-FREE INCOME FUND TAX-FREE INCOME FUND ----------------------------- --------------------------- SHARES AMOUNT SHARES AMOUNT ----------- --------------- ----------- ------------- CLASS A SHARES: Year ended February 28, 2009 Shares sold ...................................... 46,595,106 $ 510,936,101 13,845,442 $ 138,586,300 Shares issued on merger (Note 9) ................. -- -- 5,130,761 51,153,690 Shares issued in reinvestment of distributions ... 1,709,078 18,865,223 181,546 1,821,134 Shares redeemed .................................. (32,181,764) (351,241,325) (5,282,411) (52,910,822) ----------- --------------- ----------- ------------- Net increase (decrease) .......................... 16,122,420 $ 178,559,999 13,875,338 $ 138,650,302 =========== =============== =========== ============= Year ended February 29, 2008 Shares sold ...................................... 23,760,378 $ 270,017,318 3,660,204 $ 36,547,690 Shares issued in reinvestment of distributions ... 1,389,981 15,783,901 63,352 631,847 Shares redeemed .................................. (15,080,606) (171,351,227) (1,197,060) (11,936,033) ----------- --------------- ----------- ------------- Net increase (decrease) .......................... 10,069,753 $ 114,449,992 2,526,496 $ 25,243,504 =========== =============== =========== ============= 224 | Annual Report Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 2. SHARES OF BENEFICIAL INTEREST (CONTINUED) FRANKLIN FEDERAL INTERMEDIATE-TERM TAX-FREE INCOME FUND ----------------------------- SHARES AMOUNT ----------- --------------- CLASS C SHARES: Year ended February 28, 2009 Shares sold ...................................... 6,525,110 $ 71,485,775 Shares issued in reinvestment of distributions ... 98,173 1,082,195 Shares redeemed .................................. (1,486,661) (16,239,516) ----------- --------------- Net increase (decrease) .......................... 5,136,622 $ 56,328,454 =========== =============== Year ended February 29, 2008 Shares sold ...................................... 1,317,329 $ 15,038,582 Shares issued in reinvestment of distributions ... 52,715 599,721 Shares redeemed .................................. (709,443) (8,063,875) ----------- --------------- Net increase (decrease) .......................... 660,601 $ 7,574,428 =========== =============== ADVISOR CLASS SHARES: Period ended February 28, 2009(a) Shares sold ................................... 536,388 $ 5,931,495 Shares issued in reinvestment of distributions .............................. 487 5,387 Shares redeemed ............................... (12,486) (138,530) ----------- --------------- Net increase (decrease)........................ 524,389 $ 5,798,352 =========== =============== (a) For the period December 1, 2008 (effective date) to February 28, 2009. FRANKLIN HIGH YIELD FRANKLIN NEW JERSEY TAX-FREE INCOME FUND TAX-FREE INCOME FUND ----------------------------- --------------------------- SHARES AMOUNT SHARES AMOUNT ----------- --------------- ----------- ------------- CLASS A SHARES: Year ended February 28, 2009 Shares sold ...................................... 99,498,655 $ 944,382,913 26,211,231 $ 302,139,948 Shares issued in reinvestment of distributions ... 16,553,818 155,044,587 2,667,263 30,416,202 Shares redeemed .................................. (109,063,108) (1,003,056,551) (25,875,804) (291,039,796) ----------- --------------- ----------- ------------- Net increase (decrease) .......................... 6,989,365 $ 96,370,949 3,002,690 $ 41,516,354 =========== =============== =========== ============= Year ended February 29, 2008 Shares sold ...................................... 71,501,765 $ 764,154,777 24,068,387 $ 289,322,709 Shares issued in reinvestment of distributions ... 13,397,140 143,166,037 2,259,938 27,128,809 Shares redeemed .................................. (88,406,003) (942,232,687) (14,338,394) (171,855,042) ----------- --------------- ----------- ------------- Net increase (decrease) .......................... (3,507,098) $ (34,911,873) 11,989,931 $ 144,596,476 =========== =============== =========== ============= Annual Report | 225 Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 2. SHARES OF BENEFICIAL INTEREST (CONTINUED) FRANKLIN HIGH YIELD FRANKLIN NEW JERSEY TAX-FREE INCOME FUND TAX-FREE INCOME FUND(a) --------------------------- ------------------------- SHARES AMOUNT SHARES AMOUNT ----------- ------------- ---------- ------------ CLASS B SHARES: Year ended February 28, 2009 Shares sold ...................................... 409,414 $ 3,782,361 123,361 $ 1,417,153 Shares issued in reinvestment of distributions ... 358,840 3,406,236 121,523 1,396,494 Shares redeemed .................................. (4,787,219) (45,402,532) (1,322,152) (15,044,743) ----------- ------------- ---------- ------------ Net increase (decrease) .......................... (4,018,965) $ (38,213,935) (1,077,268) $(12,231,096) =========== ============= ========== ============ Year ended February 29, 2008 Shares sold ...................................... 237,078 $ 2,567,299 49,149 $ 593,550 Shares issued in reinvestment of distributions ... 410,319 4,420,903 130,747 1,579,036 Shares redeemed .................................. (6,094,265) (65,682,501) (814,055) (9,835,790) ----------- ------------- ---------- ------------ Net increase (decrease) .......................... (5,446,868) $ (58,694,299) (634,159) $ (7,663,204) =========== ============= ========== ============ CLASS C SHARES: Year ended February 28, 2009 Shares sold ...................................... 22,102,468 $ 213,928,128 6,637,192 $ 77,489,763 Shares issued in reinvestment of distributions ... 2,321,734 21,963,042 420,048 4,823,386 Shares redeemed .................................. (18,591,917) (173,068,775) (3,260,430) (36,993,224) ----------- ------------- ---------- ------------ Net increase (decrease) .......................... 5,832,285 $ 62,822,395 3,796,810 $ 45,319,925 =========== ============= ========== ============ Year ended February 29, 2008 Shares sold ...................................... 12,606,168 $ 136,314,998 3,963,378 $ 48,078,882 Shares issued in reinvestment of distributions ... 1,779,774 19,232,738 323,070 3,910,931 Shares redeemed .................................. (13,586,770) (146,501,402) (2,721,708) (32,965,949) ----------- ------------- ---------- ------------ Net increase (decrease) .......................... 799,172 $ 9,046,334 1,564,740 $ 19,023,864 =========== ============= ========== ============ ADVISOR CLASS SHARES: Year ended February 28, 2009 Shares sold ...................................... 17,120,226 $ 159,988,036 111,166 $ 1,311,170 Shares issued in reinvestment of distributions ... 249,047 2,299,853 1,279 14,197 Shares redeemed .................................. (12,252,212) (110,563,256) (44,292) (492,162) ----------- ------------- ---------- ------------ Net increase (decrease) .......................... 5,117,061 $ 51,724,633 68,153 $ 833,205 =========== ============= ========== ============ Year ended February 29, 2008 Shares sold ...................................... 13,907,786 $ 148,681,975 Shares issued in reinvestment of distributions ... 58,477 621,453 Shares redeemed .................................. (4,444,576) (47,201,768) ----------- ------------- Net increase (decrease) .......................... 9,521,687 $ 102,101,660 =========== ============= (a) For the period July 1, 2008 (effective date) to February 28, 2009, for Advisor Class. 226 | Annual Report Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 2. SHARES OF BENEFICIAL INTEREST (CONTINUED) FRANKLIN OREGON FRANKLIN PENNSYLVANIA TAX-FREE INCOME FUND TAX-FREE INCOME FUND --------------------------- --------------------------- SHARES AMOUNT SHARES AMOUNT ----------- ------------- ----------- ------------- CLASS A SHARES: Year ended February 28, 2009 Shares sold ...................................... 14,721,824 $ 167,284,597 16,594,823 $ 161,859,979 Shares issued in reinvestment of distributions ... 2,080,516 23,381,133 2,232,346 21,701,112 Shares redeemed .................................. (10,487,489) (116,898,465) (12,195,590) (116,714,195) ----------- ------------- ----------- ------------- Net increase (decrease) .......................... 6,314,851 $ 73,767,265 6,631,579 $ 66,846,896 =========== ============= =========== ============= Year ended February 29, 2008 Shares sold ...................................... 11,545,590 $ 135,606,551 14,217,025 $ 146,656,423 Shares issued in reinvestment of distributions ... 1,724,194 20,243,343 1,888,388 19,462,421 Shares redeemed .................................. (6,879,077) (80,637,612) (9,056,899) (93,313,854) ----------- ------------- ----------- ------------- Net increase (decrease) .......................... 6,390,707 $ 75,212,282 7,048,514 $ 72,804,990 =========== ============= =========== ============= CLASS B SHARES: Year ended February 28, 2009 Shares sold ...................................... 43,566 $ 424,464 Shares issued in reinvestment of distributions ... 83,291 815,180 Shares redeemed .................................. (797,396) (7,761,080) ----------- ------------- Net increase (decrease) .......................... (670,539) $ (6,521,436) =========== ============= Year ended February 29, 2008 Shares sold ...................................... 34,269 $ 356,647 Shares issued in reinvestment of distributions ... 89,957 930,268 Shares redeemed .................................. (513,532) (5,317,002) ----------- ------------- Net increase (decrease) .......................... (389,306) $ (4,030,087) =========== ============= CLASS C SHARES: Year ended February 28, 2009 Shares sold ...................................... 3,723,660 $ 42,658,970 4,895,633 $ 48,518,545 Shares issued in reinvestment of distributions ... 248,209 2,815,631 309,413 3,027,106 Shares redeemed .................................. (1,621,344) (18,211,639) (2,112,955) (20,258,936) ----------- ------------- ----------- ------------- Net increase (decrease) .......................... 2,350,525 $ 27,262,962 3,092,091 $ 31,286,715 =========== ============= =========== ============= Year ended February 29, 2008 Shares sold ...................................... 2,110,384 $ 25,039,193 2,532,495 $ 26,319,542 Shares issued in reinvestment of distributions ... 185,508 2,199,832 228,837 2,376,995 Shares redeemed .................................. (1,393,397) (16,529,796) (1,449,463) (15,031,616) ----------- ------------- ----------- ------------- Net increase (decrease) .......................... 902,495 $ 10,709,229 1,311,869 $ 13,664,921 =========== ============= =========== ============= Annual Report | 227 Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. TRANSACTIONS WITH AFFILIATES Franklin Resources, Inc. is the holding company for various subsidiaries that together are referred to as Franklin Templeton Investments. Certain officers and trustees of the Trust are also officers and/or directors of the following subsidiaries: SUBSIDIARY AFFILIATION - ---------- ---------------------- Franklin Advisers, Inc. (Advisers) Investment manager Franklin Templeton Services, LLC (FT Services) Administrative manager Franklin Templeton Distributors, Inc. (Distributors) Principal underwriter Franklin Templeton Investor Services, LLC (Investor Services) Transfer agent A. MANAGEMENT FEES The Funds, except the Franklin Federal Limited-Term Tax-Free Income Fund, pay an investment management fee to Advisers based on the month-end net assets of each of the funds as follows: ANNUALIZED FEE RATE NET ASSETS - ------------------- --------------------------------------------------- 0.625% Up to and including $100 million 0.500% Over $100 million, up to and including $250 million 0.450% Over $250 million, up to and including $7.5 billion 0.440% Over $7.5 billion, up to and including $10 billion 0.430% Over $10 billion, up to and including $12.5 billion 0.420% Over $12.5 billion, up to and including $15 billion 0.400% Over $15 billion, up to and including $17.5 billion 0.380% Over $17.5 billion, up to and including $20 billion 0.360% In excess of $20 billion The Franklin Federal Limited-Term Tax-Free Income Fund pays an investment management fee to Advisers based on the average daily net assets of the fund as follows: ANNUALIZED FEE RATE NET ASSETS - ------------------- --------------------------------------------------- 0.500% Up to and including $100 million 0.450% Over $100 million, up to and including $250 million 0.425% Over $250 million, up to and including $500 million 0.400% In excess of $500 million B. ADMINISTRATIVE FEES FT Services provides administrative services to the Funds. The Franklin Federal Limited-Term Tax-Free Income Fund pays an administrative fee to FT Services of 0.20% per year of its respective average daily net assets. Under an agreement with Advisers, the administrative fee for the Funds, except the Franklin Federal Limited-Term Tax-Free Income Fund, is paid by Advisers based on each fund's average daily net assets, and is not an additional expense of the funds. 228 | Annual Report Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. TRANSACTIONS WITH AFFILIATES (CONTINUED) C. DISTRIBUTION FEES The Trust's Board of Trustees has adopted distribution plans for each share class, with the exception of Advisor Class shares, pursuant to Rule 12b-1 under the 1940 Act. On December 2, 2008, the Trust's Board of Trustees approved a modification to the Class A distribution plan, for those funds that had a Class A compensation plan, changing the form of the plan from a compensation to a reimbursement distribution plan. Under the distribution plan the Funds reimburse Distributors for costs incurred in connection with the servicing, sale and distribution of the Funds' shares up to the maximum annual plan rate for each class. This change was effective February 1, 2009. Under the Class A reimbursement distribution plans, costs exceeding the maximum for the current plan year cannot be reimbursed in subsequent periods. Prior to February 1, 2009, under the Franklin Federal Limited-Term Tax-Free Income Fund's Class A compensation distribution plan, the fund paid Distributors for costs incurred in connection with the servicing, sale and distribution of the fund's shares up to a certain percentage per year of its average daily net assets. In addition, under the Funds' Class B and C compensation distribution plans, the Funds pay Distributors for costs incurred in connection with the servicing, sale and distribution of each fund's shares up to the maximum annual plan rate for each class. The maximum annual plan rates, based on the average daily net assets, for each class, are as follows: FRANKLIN FRANKLIN FRANKLIN FRANKLIN ARIZONA COLORADO CONNECTICUT DOUBLE TAX-FREE TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND INCOME FUND ----------- ----------- ----------- ----------- Reimbursement Plans: Class A ......... 0.10% 0.10% 0.10% 0.10% Compensation Plans: Class B ......... 0.65% -- -- -- Class C ......... 0.65% 0.65% 0.65% 0.65% FRANKLIN FRANKLIN FEDERAL FEDERAL FRANKLIN FRANKLIN INTERMEDIATE- LIMITED-TERM HIGH YIELD NEW JERSEY TERM TAX-FREE TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND INCOME FUND ------------- ------------ ----------- ------------ Reimbursement Plans: Class A ......... 0.10% 0.15% 0.10% 0.10% Compensation Plans: Class B ......... -- -- 0.65% 0.65% Class C ......... 0.65% -- 0.65% 0.65% Annual Report | 229 Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. TRANSACTIONS WITH AFFILIATES (CONTINUED) C. DISTRIBUTION FEES (CONTINUED) FRANKLIN FRANKLIN OREGON PENNSYLVANIA TAX-FREE TAX-FREE INCOME FUND INCOME FUND ----------- ------------ Reimbursement Plans: Class A ......... 0.10% 0.10% Compensation Plans: Class B ......... -- 0.65% Class C ......... 0.65% 0.65% D. SALES CHARGES/UNDERWRITING AGREEMENTS Distributors has advised the Funds of the following commission transactions related to the sales and redemptions of the Funds' shares for the year: FRANKLIN FRANKLIN FRANKLIN FRANKLIN ARIZONA COLORADO CONNECTICUT DOUBLE TAX-FREE TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND INCOME FUND ----------- ----------- ----------- ----------- Sales charges retained net of commissions paid to unaffiliated broker/dealers ........ $296,412 $222,316 $161,870 $232,847 Contingent deferred sales charges retained .... $ 88,224 $ 38,003 $ 70,098 $ 41,150 FRANKLIN FRANKLIN FEDERAL FEDERAL FRANKLIN FRANKLIN INTERMEDIATE- LIMITED-TERM HIGH YIELD NEW JERSEY TERM TAX-FREE TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND INCOME FUND ------------- ------------ ----------- ----------- Sales charges retained net of commissions paid to unaffiliated broker/dealers ........ $120,674 $47,084 $1,243,084 $359,593 Contingent deferred sales charges retained .... $ 81,841 $60,386 $ 322,599 $183,230 FRANKLIN FRANKLIN OREGON PENNSYLVANIA TAX-FREE TAX-FREE INCOME FUND INCOME FUND ----------- ------------ Sales charges retained net of commissions paid to unaffiliated broker/dealers ........ $455,042 $353,302 Contingent deferred sales charges retained .... $ 82,854 $ 80,939 230 | Annual Report Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. TRANSACTIONS WITH AFFILIATES (CONTINUED) E. TRANSFER AGENT FEES For the year ended February 28, 2009, the Funds paid transfer agent fees as noted in the Statements of Operations of which the following amounts were retained by Investor Services: FRANKLIN FRANKLIN FRANKLIN FRANKLIN ARIZONA COLORADO CONNECTICUT DOUBLE TAX-FREE TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND INCOME FUND ----------- ----------- ----------- ----------- Transfer agent fees ........................... $184,477 $122,417 $91,863 $157,562 FRANKLIN FRANKLIN FEDERAL FEDERAL FRANKLIN FRANKLIN INTERMEDIATE- LIMITED-TERM HIGH YIELD NEW JERSEY TERM TAX-FREE TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND INCOME FUND ------------- ------------ ----------- ----------- Transfer agent fees ........................... $238,034 $16,651 $1,628,519 $332,658 FRANKLIN FRANKLIN OREGON PENNSYLVANIA TAX-FREE TAX-FREE INCOME FUND INCOME FUND ------------- ----------- Transfer agent fees ........................... $178,156 $298,741 F. WAIVER AND EXPENSE REIMBURSEMENTS For the Franklin Federal Limited-Term Tax-Free Income Fund, FT Services and Advisers have agreed in advance to waive all or a portion of their respective fees and to assume payment of other expenses through June 30, 2010. Total expenses waived or paid are not subject to reimbursement by the fund subsequent to the fund's fiscal year end. After June 30, 2010, FT Services and Advisers may discontinue this waiver at any time upon notice to the fund's Board of Trustees. 4. INCOME TAXES For tax purposes, capital losses may be carried over to offset future capital gains, if any. At February 28, 2009, the capital loss carryforwards were as follows: FRANKLIN FRANKLIN FRANKLIN FRANKLIN ARIZONA COLORADO CONNECTICUT DOUBLE TAX-FREE TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND INCOME FUND ----------- ---------- ---------- ---------- Capital loss carryforwards expiring in: 2011 ............................... $ -- $ 81,665 $ 53,698 $ -- 2012 ............................... 13,433,836 4,695,674 3,034,219 -- 2013 ............................... -- -- -- 200,921 2014 ............................... 2,638,564 -- -- 152,458 2015 ............................... 659,023 -- -- 134,018 2016 ............................... -- -- -- 503,897 2017 ............................... -- -- -- 944,001 ----------- ---------- ---------- ---------- $16,731,423 $4,777,339 $3,087,917 $1,935,295 =========== ========== ========== ========== Annual Report | 231 Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 4. INCOME TAXES (CONTINUED) FRANKLIN FRANKLIN FEDERAL FEDERAL FRANKLIN FRANKLIN INTERMEDIATE- LIMITED-TERM HIGH YIELD NEW JERSEY TERM TAX-FREE TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND INCOME FUND ------------- ------------ ------------ ----------- Capital loss carryforwards expiring in: 2010 ............................... $ 614,893 $ -- $ 63,519,381 $ -- 2011 ............................... -- -- 131,377,453 -- 2012 ............................... 2,156,839 -- 50,621,589 1,217,817 2013 ............................... 373,568 -- 35,250,377 -- 2014 ............................... 213,358 337,388 7,711,279 -- 2015 ............................... 361,303 321,499 -- -- 2016 ............................... 1,114,337 17,957 62,972,830 -- 2017 ............................... 6,237,620 -- 15,478,643 898,017 ----------- -------- ------------ ---------- $11,071,918 $676,844(a) $366,931,552 $2,115,834 =========== ======== ============ ========== (a) Includes $212,721 and $118,982 from the merged Franklin California Limited-Term Tax-Free Income Fund and Franklin New York Limited-Term Tax-Free Income Fund, respectively, which may be carried over to offset future capital gains. FRANKLIN FRANKLIN OREGON PENNSYLVANIA TAX-FREE TAX-FREE INCOME FUND INCOME FUND ----------- ------------ Capital loss carryforwards expiring in: 2010 ............................... $ 361,802 $4,700,564 2012 ............................... 2,455,722 -- 2013 ............................... -- 876,215 2016 ............................... 972,134 -- ---------- ---------- $3,789,658 $5,576,779 ========== ========== During the year end February 28, 2009, the funds utilized capital loss carryforwards as follows: FRANKLIN FRANKLIN FRANKLIN FRANKLIN FRANKLIN FRANKLIN ARIZONA COLORADO CONNECTICUT FEDERAL LIMITED- OREGON PENNSYLVANIA TAX-FREE TAX-FREE TAX-FREE TERM TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND INCOME FUND INCOME FUND INCOME FUND - ----------- ----------- ----------- ---------------- ----------- ------------ $5,108,081 $168,407 $314,628 $1,407 $2,464,208 $172,957 On February 28, 2009, the following funds had expired capital loss carryforwards, which were reclassified to paid-in capital. FRANKLIN FRANKLIN FRANKLIN FEDERAL FRANKLIN COLORADO CONNECTICUT INTERMEDIATE- HIGH YIELD TAX-FREE TAX-FREE TERM TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND INCOME FUND - ----------- ----------- ------------- ----------- $630,826 $112,853 $1,207,419 $73,985,675 232 | Annual Report Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 4. INCOME TAXES (CONTINUED) For tax purposes, realized capital losses occurring subsequent to October 31, may be deferred and treated as occurring on the first day of the following fiscal year. At February 28, 2009, deferred losses were as follows: FRANKLIN FRANKLIN FEDERAL FRANKLIN COLORADO HIGH YIELD NEW JERSEY OREGON TAX-FREE TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND INCOME FUND - ----------- ----------- ----------- ----------- $788,740 $45,398,195 $750,597 $196,593 The tax character of distributions paid during the years ended February 28, 2009 and February 29, 2008, was as follows: FRANKLIN ARIZONA FRANKLIN COLORADO TAX-FREE INCOME FUND TAX-FREE INCOME FUND ------------------------- ------------------------- 2009 2008 2009 2008 ----------- ----------- ----------- ----------- Distributions paid from tax exempt income ........................ $46,198,936 $44,286,105 $24,130,313 $20,738,036 =========== =========== =========== =========== FRANKLIN CONNECTICUT FRANKLIN DOUBLE TAX-FREE INCOME FUND TAX-FREE INCOME FUND ------------------------- ------------------------- 2009 2008 2009 2008 ----------- ----------- ----------- ----------- Distributions paid from tax exempt income ........................ $17,059,197 $15,226,405 $24,740,196 $21,560,400 =========== =========== =========== =========== FRANKLIN FEDERAL FRANKLIN FEDERAL INTERMEDIATE-TERM LIMITED-TERM TAX-FREE INCOME FUND TAX-FREE INCOME FUND ------------------------- --------------------- 2009 2008 2009 2008 ----------- ----------- ---------- -------- Distributions paid from tax exempt income ........................ $32,334,558 $25,108,260 $2,560,784 $848,587 =========== =========== ========== ======== FRANKLIN HIGH YIELD FRANKLIN NEW JERSEY TAX-FREE INCOME FUND TAX-FREE INCOME FUND --------------------------- ------------------------- 2009 2008 2009 2008 ------------ ------------ ----------- ----------- Distributions paid from tax exempt income ........................ $316,929,538 $298,126,325 $57,434,634 $53,433,682 ============ ============ =========== =========== FRANKLIN OREGON FRANKLIN PENNSYLVANIA TAX-FREE INCOME FUND TAX-FREE INCOME FUND ------------------------- ------------------------- 2009 2008 2009 2008 ----------- ----------- ----------- ----------- Distributions paid from tax exempt income ........................ $37,035,793 $32,692,008 $41,548,801 $37,764,886 =========== =========== =========== =========== Annual Report | 233 Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 4. INCOME TAXES (CONTINUED) At February 28, 2009, the cost of investments, net unrealized appreciation (depreciation) and undistributed tax exempt and ordinary income for income tax purposes were as follows: FRANKLIN FRANKLIN FRANKLIN ARIZONA COLORADO CONNECTICUT TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND -------------- ------------ ------------ Cost of investments ........................... $1,052,287,834 $563,775,425 $424,607,977 ============== ============ ============ Unrealized appreciation ....................... $ 30,000,365 $ 14,088,337 $ 7,762,119 Unrealized depreciation ....................... (78,490,372) (48,560,937) (29,160,011) -------------- ------------ ------------ Net unrealized appreciation (depreciation) .... $ (48,490,007) $(34,472,600) $(21,397,892) ============== ============ ============ Distributable earnings - undistributed tax exempt income .............................. $ 1,229,558 $ 474,397 $ 368,367 ============== ============ ============ FRANKLIN FRANKLIN FRANKLIN FEDERAL FEDERAL DOUBLE INTERMEDIATE- LIMITED-TERM TAX-FREE TERM TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND -------------- ------------- ------------ Cost of investments ........................... $578,216,590 $969,353,399 $178,119,966 ============ ============ ============ Unrealized appreciation ....................... $ 13,176,382 $ 23,590,433 $ 2,920,945 Unrealized depreciation ....................... (65,889,877) (31,181,074) (873,457) ------------ ------------ ------------ Net unrealized appreciation (depreciation) .... $(52,713,495) $ (7,590,641) $ 2,047,488 ============ ============ ============ Distributable earnings - undistributed tax exempt income .............................. $ 616,541 $ 732,386 $ 205,561 ============ ============ ============ FRANKLIN FRANKLIN FRANKLIN HIGH YIELD NEW JERSEY OREGON TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND --------------- -------------- ------------ Cost of investments ........................... $ 5,917,913,687 $1,385,623,144 $901,412,227 =============== ============== ============ Unrealized appreciation ....................... $ 184,243,359 $ 46,958,877 $ 31,942,179 Unrealized depreciation ....................... (1,017,679,215) (91,414,257) (49,186,634) --------------- -------------- ------------ Net unrealized appreciation (depreciation) .... $ (833,435,856) $ (44,455,380) $(17,244,455) =============== ============== ============ Undistributed tax exempt income ............... $ 14,117,022 $ 1,541,852 $ 2,667,283 Undistributed ordinary income ................. 625,245 -- -- --------------- -------------- ------------ Distributable earnings ........................ $ 14,742,267 $ 1,541,852 $ 2,667,283 =============== ============== ============ FRANKLIN PENNSYLVANIA TAX-FREE INCOME FUND --------------- Cost of investments ........................... $1,013,803,673 ============== Unrealized appreciation ....................... $ 29,222,593 Unrealized depreciation ....................... (66,502,642) -------------- Net unrealized appreciation (depreciation) .... $ (37,280,049) ============== Distributable earnings - undistributed tax exempt income .............................. $ 1,416,840 ============== 234 | Annual Report Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 4. INCOME TAXES (CONTINUED) Net investment income differs for financial statement and tax purposes primarily due to differing treatments of defaulted securities and bond discounts. Net realized gains (losses) differ for financial statement and tax purposes primarily due to differing treatments of wash sales, bond workout expenditures and bond discounts. 5. INVESTMENT TRANSACTIONS Purchases and sales of investments (excluding short term securities) for the year ended February 28, 2009, were as follows: FRANKLIN FRANKLIN FRANKLIN FRANKLIN ARIZONA COLORADO CONNECTICUT DOUBLE TAX-FREE TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND INCOME FUND ------------- ------------ ----------- ------------ Purchases ..................................... $240,934,675 $113,975,606 $87,452,837 $116,144,491 Sales ......................................... $213,169,382 $ 57,189,295 $38,341,317 $ 78,083,063 FRANKLIN FRANKLIN FEDERAL FEDERAL FRANKLIN FRANKLIN INTERMEDIATE- LIMITED-TERM HIGH YIELD NEW JERSEY TERM TAX-FREE TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND INCOME FUND ------------- ------------ -------------- ------------ Purchases ..................................... $323,662,989 $82,834,975 $1,198,994,059 $216,159,089 Sales ......................................... $106,167,226 $ 9,175,000 $1,039,735,100 $146,710,761 FRANKLIN FRANKLIN OREGON PENNSYLVANIA TAX-FREE TAX-FREE INCOME FUND INCOME FUND ------------ ------------ Purchases ..................................... $160,911,692 $194,790,884 Sales ......................................... $ 85,387,128 $108,579,849 6. CREDIT RISK AND DEFAULTED SECURITIES The Franklin High Yield Tax-Free Income Fund has 29.30% of its portfolio invested in high yield or other securities rated below investment grade. These securities may be more sensitive to economic conditions causing greater price volatility and are potentially subject to a greater risk of loss due to default than higher rated securities. The Franklin High Yield Tax-Free Income Fund held defaulted securities and/or other securities for which the income has been deemed uncollectible. At February 28, 2009, the value of this security was $4,666,590, representing 0.09% of the fund's net assets. The fund discontinues accruing income on securities for which income has been deemed uncollectible and provides an estimate for losses on interest receivable. The securities have been identified on the accompanying Statement of Investments. Annual Report | 235 Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 7. CONCENTRATION OF RISK Each of the Funds invests a large percentage of its total assets in obligations of issuers within its respective state and U.S. territories, except for the Franklin Federal Intermediate-Term Tax-Free Income Fund, the Franklin Federal Limited-Term Tax-Free Income Fund and the Franklin High Yield Tax-Free Income Fund. Such concentration may subject the funds to risks associated with industrial or regional matters, and economic, political or legal developments occurring within those states and U.S. territories. In addition, investments in these securities are sensitive to interest rate changes and credit risk of the issuer and may subject the funds to increased market volatility. The market for these investments may be limited, which may make them difficult to buy or sell. 8. OTHER CONSIDERATIONS Officers, directors or employees of the Franklin High Yield Tax-Free Income Fund's Investment Manager, may serve from time to time as members of bondholders' steering committees or official creditors' committees. Such participation may result in the possession by the Investment Manager of material non-public information which, pursuant to the fund's policies and the requirements of applicable securities laws, could prevent the fund from trading in the securities of such companies for limited or extended periods of time. 9. MERGER On November 12, 2008, the Franklin Federal Limited-Term Tax-Free Income Fund acquired the net assets of the Franklin California Limited-Term Tax-Free Income Fund and the Franklin New York Limited-Term Tax-Free Income Fund pursuant to a plan of reorganization approved by the Franklin California Limited-Term Tax-Free Income Fund and the Franklin New York Limited-Term Tax-Free Income Fund's shareholders. The merger was accomplished by a tax free exchange, and the net assets acquired and shares issued were as follows: SHARES ISSUED BY FRANKLIN FEDERAL FUND NAME NET ASSETS LIMITED-TERM TAX-FREE INCOME FUND - --------- ----------- --------------------------------- Franklin California Limited-Term Tax-Free Income Fund $28,352,779 2,843,809 Franklin New York Limited-Term Tax-Free Income Fund 22,800,911 2,286,952 ----------- --------- Total $51,153,690 5,130,761 =========== ========= The net asset figures shown above include ($197,146) and $32,188 of unrealized appreciation (depreciation) for the Franklin California Limited-Term Tax-Free Income Fund and the Franklin New York Limited-Term Tax-Free Income Fund, respectively. The combined net assets of the fund immediately after the merger were $151,234,644. 236 | Annual Report Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 10. CREDIT FACILITY Effective January 23, 2009, the Funds, together with other U.S. registered and foreign investment funds managed by Franklin Templeton Investments (individually, "Borrower"; collectively "Borrowers"), entered into a joint syndicated senior unsecured credit facility totaling $725 million (Global Credit Facility) to provide a source of funds to the Borrowers for temporary and emergency purposes, including the ability to meet future unanticipated or unusually large redemption requests. Under the terms of the Global Credit Facility, the Funds shall, in addition to interest charged on any borrowings made by the Funds and other costs incurred by the Funds, pay their share of fees and expenses incurred in connection with the implementation and maintenance of the Global Credit Facility, based upon their relative share of the aggregate net assets of all of the Borrowers, including an annual commitment fee based upon the unused portion of the Global Credit Facility. During the year, the Funds incurred commitment fees of $2,816 of their pro rata portion of the Global Credit Facility, which is reflected in Other expenses on the Statements of Operations. During the year ended February 28, 2009, the Funds did not utilize the Global Credit Facility. 11. FAIR VALUE MEASUREMENTS The Funds adopted Financial Accounting Standards Board (FASB) Statement No. 157, "Fair Value Measurement" (SFAS 157), on March 1, 2008. SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Funds have determined that the implementation of SFAS 157 did not have a material impact on the Funds' financial statements. SFAS 157 establishes a fair value hierarchy that distinguishes between market data obtained from independent sources (observable inputs) and the Trust's own market assumptions (unobservable inputs). These inputs are used in determining the value of the Funds' investments and are summarized in the following fair value hierarchy: - Level 1 - quoted prices in active markets for identical securities - Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speed, credit risk, etc.) - Level 3 - significant unobservable inputs (including the fund's own assumptions in determining the fair value of investments) The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities. At February 28, 2009, all of the Funds' investments in securities carried at fair value were in Level 2 inputs. Annual Report | 237 Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) ABBREVIATIONS SELECTED PORTFOLIO 1915 ACT - Improvement Bond Act of 1915 ABAG - The Association of Bay Area Governments ACA - American Capital Access Holdings Inc. AD - Assessment District AMBAC - American Municipal Bond Assurance Corp. BAN - Bond Anticipation Note BHAC - Berkshire Hathaway Assurance Corp. CDA - Community Development Authority/Agency CDD - Community Development District CDR - Community Development Revenue CFD - Community Facilities District CIFG - CDC IXIS Financial Guaranty COP - Certificate of Participation EDA - Economic Development Authority EDC - Economic Development Corp. EDR - Economic Development Revenue ETM - Escrow to Maturity FGIC - Financial Guaranty Insurance Co. FHA - Federal Housing Authority/Agency FICO - Financing Corp. FNMA - Federal National Mortgage Association FSA - Financial Security Assurance Inc. GARBS - General Airport Revenue Bonds GNMA - Government National Mortgage Association GO - General Obligation HDA - Housing Development Authority/Agency HFA - Housing Finance Authority/Agency HFAR - Housing Finance Authority Revenue HFC - Housing Finance Corp. HMR - Home Mortgage Revenue ID - Improvement District IDA - Industrial Development Authority/Agency IDAR - Industrial Development Authority Revenue IDB - Industrial Development Bond/Board IDR - Industrial Development Revenue ISD - Independent School District MAC - Municipal Assistance Corp. MBIA - Municipal Bond Investors Assurance Corp. MBS - Mortgage-Backed Security MF - Multi-Family MFH - Multi-Family Housing MFHR - Multi-Family Housing Revenue MFR - Multi-Family Revenue MTA - Metropolitan Transit Authority PBA - Public Building Authority PCC - Pollution Control Corp. PCFA - Pollution Control Financing Authority PCR - Pollution Control Revenue PFA - Public Financing Authority PFAR - Public Financing Authority Revenue PUD - Public Utility District RDA - Redevelopment Agency/Authority RDAR - Redevelopment Agency Revenue SF - Single Family SFM - Single Family Mortgage SFMR - Single Family Mortgage Revenue SFR - Single Family Revenue TRAN - Tax and Revenue Anticipation Note UHSD - Unified/Union High School District USD - Unified/Union School District XLCA - XL Capital Assurance 238 | Annual Report Franklin Tax-Free Trust REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE BOARD OF TRUSTEES AND SHAREHOLDERS OF FRANKLIN TAX-FREE TRUST In our opinion, the accompanying statements of assets and liabilities, including the statements of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Franklin Arizona Tax-Free Income Fund, Franklin Colorado Tax-Free Income Fund, Franklin Connecticut Tax-Free Income Fund, Franklin Double Tax-Free Income Fund, Franklin Federal Intermediate-Term Tax-Free Income Fund, Franklin Federal Limited-Term Tax-Free Income Fund, Franklin High Yield Tax-Free Income Fund, Franklin New Jersey Tax-Free Income Fund, Franklin Oregon Tax-Free Income Fund and Franklin Pennsylvania Tax-Free Income Fund (separate portfolios of Franklin Tax-Free Trust, hereafter referred to as the "Funds") at February 28, 2009, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period then ended and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Funds' management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2009 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP San Francisco, California April 17, 2009 Annual Report | 239 Franklin Tax-Free Trust TAX DESIGNATION (UNAUDITED) Under Section 852(b)(5)(A) of the Internal Revenue Code, the Funds designate 100% of the distributions paid from net investment income as exempt-interest dividends for the fiscal year ended February 28, 2009. A portion of the Funds' exempt-interest dividends may be subject to the federal alternative minimum tax. In January 2010, shareholders will be notified of amounts for use in preparing their 2009 income tax returns. 240 | Annual Report Franklin Tax-Free Trust BOARD MEMBERS AND OFFICERS The name, year of birth and address of the officers and board members, as well as their affiliations, positions held with the Trust, principal occupations during the past five years and number of portfolios overseen in the Franklin Templeton Investments fund complex are shown below. Generally, each board member serves until that person's successor is elected and qualified. INDEPENDENT BOARD MEMBERS NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------------ ----------- ------------- ----------------------- ------------------------------------ HARRIS J. ASHTON (1932) Trustee Since 1984 136 Bar-S Foods (meat packing company). One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director of various companies; and FORMERLY, Director, RBC Holdings, Inc. (bank holding company) (until 2002); and President, Chief Executive Officer and Chairman of the Board, General Host Corporation (nursery and craft centers) (until 1998). ROBERT F. CARLSON (1928) Trustee Since 2007 113 None One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Retired; and FORMERLY, Vice President, senior member and President, Board of Administration, California Public Employees Retirement Systems (CALPERS) (1971 - 2008); member and Chairman of the Board, Sutter Community Hospitals; member, Corporate Board, Blue Shield of California; and Chief Counsel, California Department of Transportation. SAM GINN (1937) Trustee Since 2007 113 Chevron Corporation (global energy One Franklin Parkway company) and ICO Global San Mateo, CA 94403-1906 Communications (Holdings) Limited (satellite company). PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Private investor; and FORMERLY, Chairman of the Board, Vodafone AirTouch, PLC (wireless company); Chairman of the Board and Chief Executive Officer, AirTouch Communications (cellular communications) (1993-1998) and Pacific Telesis Groups (telephone holding company) (1988-1994). EDITH E. HOLIDAY (1952) Trustee Since 1998 136 Hess Corporation (exploration and One Franklin Parkway refining of oil and gas), H.J. Heinz San Mateo, CA 94403-1906 Company (processed foods and allied products), RTI International Metals, Inc. (manufacture and distribution of titanium), Canadian National Railway (railroad) and White Mountains Insurance Group, Ltd. (holding company). PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director or Trustee of various companies and trusts; and FORMERLY, Assistant to the President of the United States and Secretary of the Cabinet (1990-1993); General Counsel to the United States Treasury Department (1989-1990); and Counselor to the Secretary and Assistant Secretary for Public Affairs and Public Liaison - United States Treasury Department (1988-1989). Annual Report | 241 NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------------ ----------- ------------- ----------------------- ------------------------------------ FRANK W.T. LAHAYE (1929) Trustee Since 1984 113 Center for Creative Land Recycling One Franklin Parkway (brownfield redevelopment). San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: General Partner, Las Olas L.P. (Asset Management); and FORMERLY, Chairman, Peregrine Venture Management Company (venture capital). FRANK A. OLSON (1932) Trustee Since 2005 136 Hess Corporation (exploration and One Franklin Parkway refining of oil and gas) and Sentient San Mateo, CA 94403-1906 Jet (private jet service). PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Chairman Emeritus, The Hertz Corporation (car rental) (since 2000) (Chairman of the Board (1980-2000) and Chief Executive Officer (1977-1999)); and FORMERLY, Chairman of the Board, President and Chief Executive Officer, UAL Corporation (airlines). LARRY D. THOMPSON (1945) Trustee Since 2007 143 None One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Vice President - Government Affairs, General Counsel and Secretary, PepsiCo, Inc. (consumer products); and FORMERLY, Director, Delta Airlines (aviation) (2003-2005) and Providian Financial Corp. (credit card provider) (1997-2001); Senior Fellow of The Brookings Institution (2003-2004); Visiting Professor, University of Georgia School of Law (2004); and Deputy Attorney General, U.S. Department of Justice (2001-2003). JOHN B. WILSON (1959) Lead Trustee since 113 None One Franklin Parkway Independent 2007 and Lead San Mateo, CA 94403-1906 Trustee Independent Trustee since 2008 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: President and Founder, Hyannis Port Capital, Inc. (real estate and private equity investing); serves on private and non-profit boards; and FORMERLY, Chief Operating Officer and Executive Vice President, Gap, Inc. (retail) (1996-2000); Chief Financial Officer and Executive Vice President - Finance and Strategy, Staples, Inc. (office supplies) (1992-1996); Senior Vice President - Corporate Planning, Northwest Airlines, Inc. (airlines) (1990-1992); and Vice President and Partner, Bain & Company (consulting firm) (1986-1990). INTERESTED BOARD MEMBERS AND OFFICERS NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------------ ----------- ------------- ----------------------- ------------------------------------ **CHARLES B. JOHNSON Trustee and Since 1984 136 None (1933) Chairman of One Franklin Parkway the Board San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Chairman of the Board, Member - Office of the Chairman and Director, Franklin Resources, Inc.; Director, Templeton Worldwide, Inc.; and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 42 of the investment companies in Franklin Templeton Investments. 242 | Annual Report NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - --------------------------- -------------- -------------- ----------------------- ------------------------ **GREGORY E. JOHNSON (1961) Trustee Since 2007 90 None One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director, President and Chief Executive Officer, Franklin Resources, Inc.; President, Templeton Worldwide, Inc.; Director, Templeton Asset Management Ltd.; and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 33 of the investment companies in Franklin Templeton Investments. SHEILA AMOROSO (1959) Vice President Since 2000 Not Applicable Not Applicable One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Vice President, Franklin Advisers, Inc.; and officer of eight of the investment companies in Franklin Templeton Investments. JENNIFER J. BOLT (1964) Chief Since December Not Applicable Not Applicable One Franklin Parkway Executive 2008 San Mateo, CA 94403-1906 Officer - Finance and Administration PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Executive Vice President - Operations and Technology, Franklin Resources, Inc.; Director, Templeton Global Advisors Limited; and officer and/or director, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments. RAFAEL R. COSTAS, JR. (1965) Vice President Since 2000 Not Applicable Not Applicable One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Vice President, Franklin Advisers, Inc.; and officer of eight of the investment companies in Franklin Templeton Investments. JAMES M. DAVIS (1952) Chief Chief Not Applicable Not Applicable One Franklin Parkway Compliance Compliance San Mateo, CA 94403-1906 Officer and Officer since Vice President 2004 and Vice - AML President - Compliance AML Compliance since 2006 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director, Global Compliance, Franklin Resources, Inc.; officer of some of the other subsidiaries of Franklin Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments; and FORMERLY, Director of Compliance, Franklin Resources, Inc. (1994-2001). Annual Report | 243 NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - --------------------------- --------------- ----------------- ----------------------- ------------------------ LAURA F. FERGERSON (1962) Treasurer, Treasurer since Not Applicable Not Applicable One Franklin Parkway Chief Financial 2004, Chief San Mateo, CA 94403-1906 Officer and Financial Officer Chief and Chief Accounting Accounting Officer Officer since 2008 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Vice President, Franklin Templeton Services, LLC; officer of 46 of the investment companies in Franklin Templeton Investments; and FORMERLY, Director and member of Audit and Valuation Committees, Runkel Funds, Inc. (2003-2004); Assistant Treasurer of most of the investment companies in Franklin Templeton Investments (1997-2003); and Vice President, Franklin Templeton Services, LLC (1997-2003). DAVID P. GOSS (1947) Vice President Since 2000 Not Applicable Not Applicable One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Associate General Counsel, Franklin Templeton Investments; officer and/or director, as the case maybe, of some of the other subsidiaries of Franklin Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments. RUPERT H. JOHNSON, JR. President and President since Not Applicable Not Applicable (1940) Chief 1993 and Chief One Franklin Parkway Executive Executive Officer San Mateo, CA 94403-1906 Officer - - Investment Investment Management Management since 2002 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Vice Chairman, Member - Office of the Chairman and Director, Franklin Resources, Inc.; Director, Franklin Advisers, Inc. and Templeton Worldwide, Inc.; Senior Vice President, Franklin Advisory Services, LLC; and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 44 of the investment companies in Franklin Templeton Investments. KAREN L. SKIDMORE (1952) Vice President Since 2006 Not Applicable Not Applicable One Franklin Parkway and Secretary San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Associate General Counsel, Franklin Templeton Investments; and officer of 30 of the investment companies in Franklin Templeton Investments. 244 | Annual Report NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - --------------------------- --------------- ----------------- ----------------------- ------------------------ CRAIG S. TYLE (1960) Vice President Since 2005 Not Applicable Not Applicable One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: General Counsel and Executive Vice President, Franklin Resources, Inc.; officer of some of the other subsidiaries of Franklin Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments; and FORMERLY, Partner, Shearman & Sterling, LLP (2004-2005); and General Counsel, Investment Company Institute (ICI) (1997-2004). THOMAS WALSH (1961) Vice President Since 2000 Not Applicable Not Applicable One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Vice President, Franklin Advisers, Inc.; and officer of eight of the investment companies in Franklin Templeton Investments. * We base the number of portfolios on each separate series of the U.S. registered investment companies within the Franklin Templeton Investments fund complex. These portfolios have a common investment manager or affiliated investment managers. ** Charles B. Johnson is considered to be an interested person of the Trust under the federal securities laws due to his position as officer and director and major shareholder of Franklin Resources, Inc. (Resources), which is the parent company of the Trust's investment manager and distributor. Gregory E. Johnson is considered to be an interested person of the Trust under the federal securities laws due to his position as an officer and director of Resources. Note 1: Charles B. Johnson and Rupert H. Johnson, Jr. are brothers and the father and uncle, respectively, of Gregory E. Johnson and Jennifer J. Bolt. Note 2: Officer information is current as of the date of this report. It is possible that after this date, information about officers may change. THE SARBANES-OXLEY ACT OF 2002 AND RULES ADOPTED BY THE SECURITIES AND EXCHANGE COMMISSION REQUIRE THE FUND TO DISCLOSE WHETHER THE FUND'S AUDIT COMMITTEE INCLUDES AT LEAST ONE MEMBER WHO IS AN AUDIT COMMITTEE FINANCIAL EXPERT WITHIN THE MEANING OF SUCH ACT AND RULES. THE FUND'S BOARD HAS DETERMINED THAT THERE IS AT LEAST ONE SUCH FINANCIAL EXPERT ON THE AUDIT COMMITTEE AND HAS DESIGNATED JOHN B. WILSON AS ITS AUDIT COMMITTEE FINANCIAL EXPERT. THE BOARD BELIEVES THAT MR. WILSON QUALIFIES AS SUCH AN EXPERT IN VIEW OF HIS EXTENSIVE BUSINESS BACKGROUND AND EXPERIENCE, INCLUDING SERVICE AS CHIEF FINANCIAL OFFICER OF STAPLES, INC. FROM 1992 TO 1996. MR. WILSON HAS BEEN A MEMBER AND CHAIRMAN OF THE FUND'S AUDIT COMMITTEE SINCE 2007. AS A RESULT OF SUCH BACKGROUND AND EXPERIENCE, THE BOARD BELIEVES THAT MR. WILSON HAS ACQUIRED AN UNDERSTANDING OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND FINANCIAL STATEMENTS, THE GENERAL APPLICATION OF SUCH PRINCIPLES IN CONNECTION WITH THE ACCOUNTING ESTIMATES, ACCRUALS AND RESERVES, AND ANALYZING AND EVALUATING FINANCIAL STATEMENTS THAT PRESENT A BREADTH AND LEVEL OF COMPLEXITY OF ACCOUNTING ISSUES GENERALLY COMPARABLE TO THOSE OF THE FUND, AS WELL AS AN UNDERSTANDING OF INTERNAL CONTROLS AND PROCEDURES FOR FINANCIAL REPORTING AND AN UNDERSTANDING OF AUDIT COMMITTEE FUNCTIONS. MR. WILSON IS AN INDEPENDENT BOARD MEMBER AS THAT TERM IS DEFINED UNDER THE RELEVANT SECURITIES AND EXCHANGE COMMISSION RULES AND RELEASES. THE STATEMENT OF ADDITIONAL INFORMATION (SAI) INCLUDES ADDITIONAL INFORMATION ABOUT THE BOARD MEMBERS AND IS AVAILABLE, WITHOUT CHARGE, UPON REQUEST. SHAREHOLDERS MAY CALL (800) DIAL BEN/(800) 342-5236 TO REQUEST THE SAI. Annual Report | 245 Franklin Tax-Free Trust SHAREHOLDER INFORMATION BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT At a meeting held February 24, 2009, the Board of Trustees (Board), including a majority of non-interested or independent Trustees, approved renewal of the investment management agreement for each of the separate tax-exempt funds within the Trust (Fund(s)). In reaching this decision, the Board took into account information furnished throughout the year at regular Board meetings, as well as information prepared specifically in connection with the annual renewal review process. Information furnished and discussed throughout the year included investment performance reports and related financial information for each Fund, as well as periodic reports on shareholder services, legal, compliance, pricing, and other services provided by the Investment Manager (Manager) and its affiliates. Information furnished specifically in connection with the renewal process included a report for each Fund prepared by Lipper, Inc. (Lipper), an independent organization, as well as additional material, including a Fund profitability analysis report prepared by management. The Lipper reports compared each Fund's investment performance and expenses with those of other mutual funds deemed comparable to the Fund as selected by Lipper. The Fund profitability analysis report discussed the profitability to Franklin Templeton Investments from its overall U.S. fund operations, as well as on an individual fund-by-fund basis. Included with such profitability analysis report was information on a fund-by-fund basis listing portfolio managers and other accounts they manage, as well as information on management fees charged by the Manager and its affiliates including management's explanation of differences where relevant and a three-year expense analysis with an explanation for any increase in expense ratios. Additional material accompanying such report was a memorandum prepared by management describing project initiatives and capital investments relating to the services provided to the Funds by the Franklin Templeton Investments organization, as well as a memorandum relating to economies of scale and a comparative analysis concerning transfer agent fees charged each Fund. Such material also discussed some of the actions taken by management in coping with problems arising out of the past year's financial upheaval. In considering such materials, the independent Trustees received assistance and advice from and met separately with independent counsel. While the investment management agreements for all Funds were considered at the same Board meeting, the Board dealt with each Fund separately. In approving continuance of the investment management agreement for each Fund, the Board, including a majority of independent Trustees, determined that the existing management fee structure was fair and reasonable and that continuance of the investment management agreement was in the best interests of each Fund and its shareholders. While attention was given to all information furnished, the following discusses some primary factors relevant to the Board's decision. NATURE, EXTENT AND QUALITY OF SERVICES. The Board was satisfied with the nature and quality of the overall services provided by the Manager and its affiliates to the Funds and their shareholders. In addition to investment performance and expenses discussed later, the Board's opinion was based, in part, upon periodic reports furnished it showing that the investment policies and restrictions for each Fund were consistently complied with as well as other reports periodically 246 | Annual Report Franklin Tax-Free Trust SHAREHOLDER INFORMATION (CONTINUED) BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) furnished the Board covering matters such as the compliance of portfolio managers and other management personnel with the code of ethics adopted throughout the Franklin Templeton fund complex, the adherence to fair value pricing procedures established by the Board, and the accuracy of net asset value calculations. The Board also noted the extent of benefits provided Fund shareholders from being part of the Franklin Templeton family of funds, including the right to exchange investments between the same class of funds without a sales charge, the ability to reinvest Fund dividends into other funds and the right to combine holdings in other funds to obtain a reduced sales charge. Favorable consideration was given to management's continuous efforts and expenditures in establishing back-up systems and recovery procedures to function in the event of a natural disaster, it being noted that such systems and procedures had functioned smoothly during the Florida hurricanes and blackouts experienced in recent years. Consideration was also given to the experience of each Fund's portfolio management team, the number of accounts managed and general method of compensation. In this latter respect, the Board noted that a primary factor in management's determination of a portfolio manager's bonus compensation was the relative investment performance of the funds he or she managed and that a portion of such bonus was required to be invested in a predesignated list of funds within such person's fund management area so as to be aligned with the interests of Fund shareholders. The Board also took into account the quality of transfer agent and shareholder services provided Fund shareholders by an affiliate of the Manager, noting continuing expenditures by management to increase and improve the scope of such services, periodic favorable reports on such service conducted by third parties, and the continuous enhancements to and high industry ranking given the Franklin Templeton website. Particular attention was given to the overall performance and actions taken by the Manager and its affiliates in response to problems arising out of the market turmoil and financial crisis experienced during the past year. In this respect, the Board noted that management's independent credit analysis and diligent risk management procedures had minimized exposure of funds within the Franklin Templeton complex to subprime mortgages and that its continuous monitoring of counterparty credit risk had limited fund exposure to firms experiencing financial difficulties like Bear Stearns and AIG. The same type of conservative approach and attention to risk had also prevented any structured investment products or other volatile instruments from being held in the portfolios of any of the money market funds within the Franklin Templeton complex, including the sweep money fund utilized by many of the funds as part of their cash management. The Board also took into account, among other things, management's efforts in establishing a $725 million global credit facility for the benefit of the Funds and other accounts managed by Franklin Templeton Investments to provide a source of cash for temporary and emergency purposes or to meet unusual redemption requests as well as the strong financial position of the Manager's parent company and its commitment to the mutual fund business. The Board also noted that during the past year Franklin Templeton Investments, like many other fund managers, had announced a hiring freeze and implemented employee reductions and the Board discussed with management the nature of such reductions and steps being taken to minimize any negative impact on the nature and quality of services being provided the Funds. Annual Report | 247 Franklin Tax-Free Trust SHAREHOLDER INFORMATION (CONTINUED) BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) INVESTMENT PERFORMANCE. The Board placed significant emphasis on the investment performance of each Fund in view of its importance to shareholders. While consideration was given to performance reports and discussions with portfolio managers at Board meetings throughout the year, particular attention in assessing performance was given to the Lipper reports furnished for the agreement renewals. The Lipper report prepared for each individual Fund showed its investment performance or those of its Class A shares for a Fund having multiple share classes, in comparison to a performance universe selected by Lipper. Comparative performance for each Fund was shown for the one-year period ended December 31, 2008, and for additional periods ended that date up to 10 years depending on when a particular Fund commenced operations. Investment performance was shown on an income return basis, as well as a total return basis for each Fund. The Lipper reports showed that the income return for each Fund, other than Franklin Federal Limited-Term Tax-Free Income Fund, was above the median of its Lipper universe for the one-year period with most being in the highest or second-highest quintile of their Lipper universe for the previous three-, five- and 10-year periods as well. The Lipper reports showed the total return for most such Funds to be above the median of their performance universe during 2008 with the majority being in the first or second-highest quintile of their performance universe during the previous three-, five-and 10-year periods on an annualized basis. The Board expressed satisfaction with such performance, noting that the investment objective of each of the Funds is to obtain a high level of tax-exempt income. The Lipper report for Franklin Federal Limited-Term Tax-Free Income Fund covered the five years of its operations and showed its income return to be in the second-lowest quintile of its performance universe for 2008, and on an annualized basis, to be in the middle and second-lowest quintiles of such universe for the previous three- and five-year periods, respectively. In discussing such performance, management pointed out the Fund, consistent with its investment objective, invested in securities with shorter maturities than those generally held by funds in its performance universe and also avoided lower quality bonds or those subject to the alternative minimum tax. The Board was satisfied with such explanation and noted that the Lipper report showed such Fund's total return for 2008 and on an annualized basis for the previous three- and five-year periods in each case to be above the median of its performance universe. COMPARATIVE EXPENSES. Consideration was given to the management fee and total expense ratios of each Fund in comparison with those of a group of funds selected by Lipper as its appropriate Lipper expense group. Lipper expense data is based upon historical information taken from each Fund's most recent annual report and, as a result of the severe decline in mutual fund industry assets during the last quarter of 2008, is based on asset levels that are higher than the levels currently existing for most funds. While recognizing the limitations inherent in Lipper's methodology and recognizing that current expense ratios may increase as assets decline, the Board believed that the independent analysis conducted by Lipper remained an appropriate measure of comparative expenses. In reviewing comparative costs, Lipper provides information on each Fund's contractual investment management fee in comparison with the contractual investment management fee that 248 | Annual Report Franklin Tax-Free Trust SHAREHOLDER INFORMATION (CONTINUED) BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) would have been charged by other funds within its Lipper expense group assuming they were similar in size to the Fund, as well as the actual total expenses of the Fund in comparison with those of its Lipper expense group. The Lipper contractual investment management fee analysis includes an administrative charge as being part of the investment management fee, and total expenses, for comparative consistency, are shown by Lipper for Fund Class A shares for Funds having multiple share classes. The Lipper reports showed that the contractual investment management fee rates for each Fund were at or below the median of their respective Lipper expense groups. The Lipper reports further showed that the actual total expense rates for all Funds were below the medians of their respective Lipper expense groups. Based on the above, the Board was satisfied with the investment management fee and total expenses of each Fund in comparison to its Lipper expense group as shown in the Lipper reports. MANAGEMENT PROFITABILITY. The Board also considered the level of profits realized by the Manager and its affiliates in connection with the operation of each Fund. In this respect, the Board reviewed the Fund profitability analysis that addresses the overall profitability of Franklin Templeton's U.S. fund business, as well as its profits in providing management and other services to each of the individual Funds during the 12-month period ended September 30, 2008, being the most recent fiscal year-end for Franklin Resources, Inc., the Manager's parent. During such period, the assets of the Franklin Templeton U.S. fund business were significantly higher than currently existing, and to such extent the profitability analysis does not reflect current fund operations. While taking this into account in assessing the significance of the Fund profitability analysis, the Board recognized such analysis was made at a given point in time and that the decline in assets and effect on profitability would be reflected in the profitability analysis covering Franklin Resources' 2009 fiscal year period. In reviewing the analysis, attention was given to the methodology followed in allocating costs to each Fund, it being recognized that allocation methodologies are inherently subjective and various allocation methodologies may each be reasonable while producing different results. In this respect, the Board noted that while being continuously refined and reflecting changes in the Manager's own cost accounting, such allocation methodology was consistent with that followed in profitability report presentations for the Funds made in prior years and that the Funds' independent registered public accounting firm had been engaged by the Manager to perform certain procedures on a biennial basis, specified and approved by the Manager and the Funds' Board solely for their purposes and use in reference to the profitability analysis. In reviewing and discussing such analysis, management discussed with the Board its belief that costs incurred in establishing the infrastructure necessary for the type of mutual fund operations conducted by the Manager and its affiliates may not be fully reflected in the expenses allocated to each Fund in determining its profitability, as well as the fact that the level of profits, to a certain extent, reflected operational cost savings and efficiencies initiated by management. The Board also took into account management's expenditures in improving shareholder services provided the Funds, as well as the need to meet additional regulatory and compliance requirements resulting from the Sarbanes-Oxley Act Annual Report | 249 Franklin Tax-Free Trust SHAREHOLDER INFORMATION (CONTINUED) BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) and recent SEC and other regulatory requirements. In addition, the Board considered a third-party study comparing the profitability of the Manager's parent on an overall basis as compared to other publicly held managers broken down to show profitability from management operations exclusive of distribution expenses, as well as profitability including distribution expenses. The Board also considered the extent to which the Manager and its affiliates might derive ancillary benefits from fund operations, including its interest in a joint venture entity that financed up-front commissions paid to brokers/dealers who sold fund Class B shares prior to February 2005 when the offering of such shares was discontinued. Based upon its consideration of all these factors, the Board determined that the level of profits realized by the Manager and its affiliates from providing services to each Fund was not excessive in view of the nature, quality and extent of services provided. ECONOMIES OF SCALE. The Board also considered whether economies of scale are realized by the Manager as the Funds grow larger and the extent to which this is reflected in the level of management fees charged. While recognizing any precise determination is inherently subjective, the Board noted that based upon the Fund profitability analysis, it appears that as some Funds get larger, at some point economies of scale do result in the Manager realizing a larger profit margin on management services provided such Fund. The Board also noted that any economies of scale are shared with each of these Funds and their shareholders through management fee breakpoints existing in each of the Funds' investment management agreements, so that as a Fund grows in size, its effective management fee rate declines. The fee structure under the investment management agreement with Franklin Federal Limited-Term Tax-Free Income Fund provides an initial fee of 0.50% on the first $100 million of assets; 0.45% on the next $150 million of assets; 0.425% on the next $250 million of assets; and 0.40% on assets in excess of $500 million. The fee structure under the investment management agreement with each other Fund provides an initial fee of 0.625% on the first $100 million of assets; 0.5% on the next $150 million of assets; 0.45% on assets in excess of $250 million; with additional breakpoints beginning at 0.44% on assets in excess of $7.5 billion and continuing thereafter. In reviewing such structure, management stated its belief that this fee structure reaches a relatively low rate quickly as a Fund grows and that such low rate, in effect, reflects anticipated economies of scale as a Fund's assets increase. In support of such position, management pointed out the favorable effective management fee and total expense comparisons for each Fund within its Lipper expense group as previously discussed under "Comparative Expenses." The Board believed that to the extent economies of scale may be realized by the Manager and its affiliates, the schedule of fees under the investment management agreement for each Fund provided a sharing of benefits with the Fund and its shareholders. 250 | Annual Report Franklin Tax-Free Trust SHAREHOLDER INFORMATION (CONTINUED) PROXY VOTING POLICIES AND PROCEDURES The Trust's investment manager has established Proxy Voting Policies and Procedures (Policies) that the Trust uses to determine how to vote proxies relating to portfolio securities. Shareholders may view the Trust's complete Policies online at franklintempleton.com. Alternatively, shareholders may request copies of the Policies free of charge by calling the Proxy Group collect at (954) 527-7678 or by sending a written request to: Franklin Templeton Companies, LLC, 500 East Broward Boulevard, Suite 1500, Fort Lauderdale, FL 33394, Attention: Proxy Group. Copies of the Trust's proxy voting records are also made available online at franklintempleton.com and posted on the U.S. Securities and Exchange Commission's website at sec.gov and reflect the most recent 12-month period ended June 30. QUARTERLY STATEMENT OF INVESTMENTS The Trust files a complete statement of investments with the U.S. Securities and Exchange Commission for the first and third quarters for each fiscal year on Form N-Q. Shareholders may view the filed Form N-Q 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. Annual Report | 251 This page intentionally left blank. Literature Request LITERATURE REQUEST. TO RECEIVE A BROCHURE AND PROSPECTUS, PLEASE CALL US AT (800) DIAL BEN/(800) 342-5236 OR VISIT FRANKLINTEMPLETON.COM. INVESTORS SHOULD CAREFULLY CONSIDER A FUND'S INVESTMENT GOALS, RISKS, CHARGES AND EXPENSES BEFORE INVESTING. THE PROSPECTUS CONTAINS THIS AND OTHER INFORMATION. PLEASE CAREFULLY READ THE PROSPECTUS BEFORE INVESTING. TO ENSURE THE HIGHEST QUALITY OF SERVICE, WE MAY MONITOR, RECORD AND ACCESS TELEPHONE CALLS TO OR FROM OUR SERVICE DEPARTMENTS. THESE CALLS CAN BE IDENTIFIED BY THE PRESENCE OF A REGULAR BEEPING TONE. FRANKLIN TEMPLETON FUNDS VALUE Franklin All Cap Value Fund Franklin Balance Sheet Investment Fund Franklin Large Cap Value Fund Franklin MicroCap Value Fund(1) Franklin MidCap Value Fund Franklin Small Cap Value Fund Mutual Beacon Fund Mutual Qualified Fund Mutual Recovery Fund(2) Mutual Shares Fund BLEND Franklin Focused Core Equity Fund Franklin Large Cap Equity Fund Franklin Rising Dividends Fund GROWTH Franklin Capital Growth Fund(1) Franklin Flex Cap Growth Fund Franklin Growth Fund Franklin Growth Opportunities Fund(3) Franklin Small Cap Growth Fund(4) Franklin Small-Mid Cap Growth Fund SECTOR Franklin Biotechnology Discovery Fund Franklin DynaTech Fund Franklin Global Real Estate Fund Franklin Gold and Precious Metals Fund Franklin Natural Resources Fund Franklin Real Estate Securities Fund Franklin Utilities Fund Mutual Financial Services Fund GLOBAL Mutual Discovery Fund Templeton Global Long-Short Fund Templeton Global Opportunities Trust Templeton Global Smaller Companies Fund Templeton Growth Fund Templeton World Fund INTERNATIONAL Franklin India Growth Fund Franklin International Growth Fund Franklin International Small Cap Growth Fund Mutual European Fund Templeton BRIC Fund Templeton China World Fund Templeton Developing Markets Trust Templeton Emerging Markets Small Cap Fund Templeton Foreign Fund Templeton Foreign Smaller Companies Fund Templeton Frontier Markets Fund HYBRID Franklin Balanced Fund Franklin Convertible Securities Fund Franklin Equity Income Fund Franklin Income Fund Templeton Income Fund ASSET ALLOCATION Franklin Templeton Corefolio(R) Allocation Fund Franklin TempletoN Founding Funds Allocation Fund Franklin Templeton Perspectives Allocation Fund Franklin Templeton Conservative Target Fund Franklin Templeton Growth Target Fund Franklin Templeton Moderate Target Fund Franklin Templeton 2015 Retirement Target Fund Franklin Templeton 2025 Retirement Target Fund Franklin Templeton 2035 Retirement Target Fund Franklin Templeton 2045 Retirement Target Fund FIXED INCOME Franklin Adjustable U.S. Government Securities Fund(5) Franklin Floating Rate Daily Access Fund Franklin High Income Fund Franklin Limited Maturity U.S. Government Securities Fund(5) Franklin Low Duration Total Return Fund Franklin Real Return Fund Franklin Strategic Income Fund Franklin Strategic Mortgage Portfolio Franklin Templeton Hard Currency Fund Franklin Total Return Fund Franklin U.S. Government Securities Fund(5) Templeton Global Bond Fund Templeton Global Total Return Fund Templeton International Bond Fund TAX-FREE INCOME(6) NATIONAL FUNDS Double Tax-Free Income Fund Federal Tax-Free Income Fund High Yield Tax-Free Income Fund Insured Tax-Free Income Fund(7) LIMITED-/INTERMEDIATE-TERM FUNDS California Intermediate-Term Tax-Free Income Fund Federal Intermediate-Term Tax-Free Income Fund Federal Limited-Term Tax-Free Income Fund New York Intermediate-Term Tax-Free Income Fund STATE-SPECIFIC Alabama Arizona California(8) Colorado Connecticut Florida Georgia Kentucky Louisiana Maryland Massachusetts(7) Michigan(7) Minnesota(7) Missouri New Jersey New York(8) North Carolina Ohio(7) Oregon Pennsylvania Tennessee Virginia INSURANCE FUNDS Franklin Templeton Variable Insurance Products Trust(9) (1.) The fund is closed to new investors. Existing shareholders and select retirement plans can continue adding to their accounts. (2.) The fund is a continuously offered, closed-end fund. Shares may be purchased daily; there is no daily redemption. However, each quarter, pending board approval, the fund will authorize the repurchase of 5%-25% of the outstanding number of shares. Investors may tender all or a portion of their shares during the tender period. (3.) Effective 11/1/07, Franklin Aggressive Growth Fund changed its name to Franklin Growth Opportunities Fund. The fund's investment goal and strategy remained the same. (4.) Effective 3/31/08, Franklin Small Cap Growth Fund II changed its name to Franklin Small Cap Growth Fund. The fund's investment goal and strategy remained the same. (5.) An investment in the fund is neither insured nor guaranteed by the U.S. government or by any other entity or institution. (6.) For investors subject to the alternative minimum tax, a small portion of fund dividends may be taxable. Distributions of capital gains are generally taxable. (7.) The fund invests primarily in insured municipal securities. (8.) These funds are available in four or more variations, including long-term portfolios, intermediate-term portfolios, portfolios of insured securities, a high-yield portfolio (CA only) and money market portfolios. (9.) The funds of the Franklin Templeton Variable Insurance Products Trust are generally available only through insurance company variable contracts. 12/08 Not part of the annual report (FRANKLIN TEMPLETON INVESTMENTS(R) LOGO) One Franklin Parkway San Mateo, CA 94403-1906 SIGN UP FOR EDELIVERY Log onto FRANKLINTEMPLETON.COM and click "My Profile" ANNUAL REPORT AND SHAREHOLDER LETTER FRANKLIN TAX-FREE TRUST INVESTMENT MANAGER Franklin Advisers, Inc. DISTRIBUTOR Franklin Templeton Distributors, Inc. (800) DIAL BEN(R) franklintempleton.com SHAREHOLDER SERVICES (800) 632-2301 Authorized for distribution only when accompanied or preceded by a prospectus. Investors should carefully consider a fund's investment goals, risks, charges and expenses before investing. The prospectus contains this and other information; please read it carefully before investing. To ensure the highest quality of service, telephone calls to or from our service departments may be monitored, recorded and accessed. These calls can be identified by the presence of a regular beeping tone. TF3 A2009 04/09 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 12(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 John B. Wilson and he is "independent" as defined under the relevant Securities and Exchange Commission Rules and Releases. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. (a) Audit Fees The aggregate fees paid to the principal accountant for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or for services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements were $702,517 for the fiscal year ended February 28, 2009 and $695,082 for the fiscal year ended February 29, 2008. (b) Audit-Related Fees There were no fees paid to the principal accountant for assurance and related services rendered by the principal accountant to the registrant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of Item 4. There were no fees paid to the principal accountant for assurance and related services rendered by the principal accountant to the registrant's investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant that are reasonably related to the performance of the audit of their financial statements. (c) Tax Fees There were no fees paid to the principal accountant for professional services rendered by the principal accountant to the registrant for tax compliance, tax advice and tax planning. The aggregate fees paid to the principal accountant for professional services rendered by the principal accountant to the registrant's investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant for tax compliance, tax advice and tax planning were $4,000 for the fiscal year ended February 28, 2009 and $0 for the fiscal year ended February 29, 2008. The services for which these fees were paid included tax compliance and advice. (d) All Other Fees The aggregate fees paid to the principal accountant for products and services rendered by the principal accountant to the registrant not reported in paragraphs (a)-(c) of Item 4 were $18,159 for the fiscal year ended February 28, 2009 and $0 for the fiscal year ended February 29, 2008. The services for which these fees were paid included review of materials provided to the fund Board in connection with the investment management contract renewal process. The aggregate fees paid to the principal accountant for products and services rendered by the principal accountant to the registrant's investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant other than services reported in paragraphs (a)-(c) of Item 4 were $265,918 for the fiscal year ended February 28, 2009 and $0 for the fiscal year ended February 29, 2008. The services for which these fees were paid included review of materials provided to the fund Board in connection with the investment management contract renewal process. (e) (1) The registrant's audit committee is directly responsible for approving the services to be provided by the auditors, including: (i) pre-approval of all audit and audit related services; (ii) pre-approval of all non-audit related services to be provided to the Fund by the auditors; (iii) pre-approval of all non-audit related services to be provided to the registrant by the auditors to the registrant's investment adviser or to any entity that controls, is controlled by or is under common control with the registrant's investment adviser and that provides ongoing services to the registrant where the non-audit services relate directly to the operations or financial reporting of the registrant; and (iv) establishment by the audit committee, if deemed necessary or appropriate, as an alternative to committee pre-approval of services to be provided by the auditors, as required by paragraphs (ii) and (iii) above, of policies and procedures to permit such services to be pre-approved by other means, such as through establishment of guidelines or by action of a designated member or members of the committee; provided the policies and procedures are detailed as to the particular service and the committee is informed of each service and such policies and procedures do not include delegation of audit committee responsibilities, as contemplated under the Securities Exchange Act of 1934, to management; subject, in the case of (ii) through (iv), to any waivers, exceptions or exemptions that may be available under applicable law or rules. (e) (2) None of the services provided to the registrant described in paragraphs (b)-(d) of Item 4 were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of regulation S-X. (f) No disclosures are required by this Item 4(f). (g) The aggregate non-audit fees paid to the principal accountant for services rendered by the principal accountant to the registrant and the registrant's investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant were $288,077 for the fiscal year ended February 28, 2009 and $0 for the fiscal year ended February 29, 2008. (h) The registrant's audit committee of the board has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant's independence. 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 ensure that information required to be disclosed in the Registrant's filings under the Securities Exchange Act of 1934 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 significant changes in the Registrant's internal controls or in other factors that could significantly affect the internal controls subsequent to the date of their evaluation in connection with the preparation of this Shareholder Report on Form N-CSR. ITEM 12. EXHIBITS. (a) (1) Code of Ethics (a) (2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Laura F. Fergerson, Chief Executive Officer - Finance and Administration, and Gaston Gardey, Chief Financial Officer and Chief Accounting Officer (b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Laura F. Fergerson, Chief Executive Officer - Finance and Administration, and Gaston Gardey, Chief Financial Officer and Chief Accounting Officer 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 TAX-FREE TRUST By /s/Laura F. Fergerson ------------------- Laura F. Fergerson Chief Executive Officer - Finance and Administration Date April 27, 2009 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/Laura F. Fergerson ------------------- Laura F. Fergerson Chief Executive Officer - Finance and Administration Date April 27, 2009 By /s/Gaston Gardey ------------------- Gaston Gardey Chief Financial Officer and Chief Accounting Officer Date April 27, 2009