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: 2/28/10 ------- ITEM 1. REPORTS TO STOCKHOLDERS. FEBRUARY 28, 2010 ANNUAL REPORT AND SHAREHOLDER LETTER Franklin Insured Tax-Free Income Fund Franklin Massachusetts Tax-Free Income Fund Franklin Michigan Tax-Free Income Fund Franklin Minnesota Tax-Free Income Fund Franklin Ohio Tax-Free Income Fund SIGN UP FOR ELECTRONIC DELIVERY on franklintempleton.com (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 At Franklin Templeton Investments, we seek to CAN TRUST 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 ................................... 27 Franklin Minnesota Tax-Free Income Fund .................................. 38 Franklin Ohio Tax-Free Income Fund ....................................... 48 Financial Highlights and Statements of Investments ....................... 59 Financial Statements ..................................................... 122 Notes to Financial Statements ............................................ 131 Report of Independent Registered Public Accounting Firm .................. 145 Tax Designation .......................................................... 146 Board Members and Officers ............................................... 147 Shareholder Information .................................................. 152 Shareholder Letter Dear Shareholder: In the third and fourth quarters of 2009, U.S. economic activity improved compared with the second quarter. Although many observers considered the global recession over, most economists warned that growth would be sluggish as consumers and the financial system continued to climb out of debt. The federal funds target rate remained unchanged over the period at a historically low range of 0% to 0.25%; however, the Federal Reserve Board (Fed) was very active and employed other strategies to help stem the crisis, resulting in a substantial increase in its balance sheet. The Fed established various lending and liquidity facilities and through quantitative easing purchased mortgage securities and Treasuries, all in an effort to encourage long-term interest rates to move lower. In testimony to Congress in February, Chairman Bernanke once again stated that short-term rates are likely to remain exceptionally low for an extended period until the Fed feels a dependable economic recovery has taken hold. Most major financial markets showed signs of recovery, and equity markets staged a strong rally since March 2009. As financial markets moved off their lows, commodity prices rebounded. Overall inflation, however, remained tame. Chairman Bernanke began to prepare markets for the unwinding of the Fed's accommodative policy and the exit strategy for its lending and liquidity facilities. On February 18, the Fed raised the largely symbolic discount rate to 0.75%. This first tightening move was designed to encourage banks to borrow short-term funds from money markets rather than the central bank. NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE Not part of the annual report | 1 The municipal bond market experienced a healthy rebound in the 12-month period ended February 28, 2010; the Barclays Capital (BC) Municipal Bond Index returned +9.98% and securities with maturities 22 years and longer, which make up a substantial portion of our portfolios, returned +16.61%.(1) Although it looked as if the banking and financial crisis may have turned the corner and economic recovery was under way, we think a note of caution is warranted. We believe such areas of the economy as employment, housing, state and local government budgets, and the finance and banking sector will continue to face challenges and show signs of pressure for an indefinite period. We believe it is especially important during uncertain 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 risk tolerance. We firmly believe that most people benefit from professional advice, and that advice is invaluable as investors navigate changing market conditions. Franklin Tax-Free Trust's annual report goes into greater detail about municipal bond market conditions during the period. In addition, you will find performance data, financial information and discussions from the portfolio managers. Please remember that all securities markets fluctuate, as do mutual fund share prices. Municipal bonds can 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. (1.) Source: (C) 2010 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. To be included in the index, bonds must be fixed rate, have at least one year to final maturity and be rated investment grade (Baa3/BBB- or higher) by at least two of the following agencies: Moody's, Standard & Poor's or Fitch. 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 Please check our website at franklintempleton.com for special portfolio manager commentary. 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, 2010. 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 During the 12-month period ended February 28, 2010, the municipal bond market delivered a strong +9.98% total return as measured by the Barclays Capital (BC) Municipal Bond Index.(1) The municipal bond market rebounded after suffering one of its worst performance years in 2008. In contrast, the U.S. Treasury market trailed the tax-exempt market during this reporting period with a +1.83% total return as measured by the BC U.S. Treasury Index.(2) Different factors helped revive consumer and investor confidence during this reporting period including federal fiscal stimulus measures. The initial influx of capital infused the market with promise. Encouraged by these measures, investors cautiously began to move assets from money market instruments toward long-term investments seeking to maximize income opportunities. The tax-exempt market fared well as investors focused on the municipal bond market's attractive after-tax yields. Despite budgetary pressures at state and local levels and concerns regarding some issuers' abilities to repay debt, municipal bond mutual funds received record net inflows in 2009. In addition, because nearly all municipal bond insurers were downgraded, many municipalities brought new issues to market based on their own financial strength and credit ratings. As a result, yield spreads between higher quality and lower grade credits widened, as opposed to previous reporting periods when AAA-rated insured bonds dominated new issuance. A recent Moody's Investors Service report bolstered the case for municipal issuers. The study showed a 1.00% default rate for all municipal bonds issued from 1970 through 2009 and higher recovery on average than for corporate issuers, which helped remind investors of the asset class's underlying credit strength. Investor interest also increased for lower investment-grade and speculative-grade issues during the reporting period, which drove the BC Baa Municipal Bond Index up 19.56%, compared with the BC Aaa Municipal Bond Index's +6.98% total return.(3) (1.) Source: (C) 2010 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. To be included in the index, bonds must be fixed rate, have at least one year to final maturity and be rated investment grade (Baa3/BBB- or higher) by at least two of the following agencies: Moody's, Standard & Poor's or Fitch. (2.) Source: (C) 2010 Morningstar. The BC U.S. Treasury Index is the U.S. Treasury component of the U.S. Government Index and covers public obligations of the U.S. Treasury with a remaining maturity of one year or more. (3.) Source: (C) 2010 Morningstar. The BC Baa Municipal Bond Index is the Baa credit quality component of the BC Municipal Bond Index. The BC Aaa Municipal Bond Index is the Aaa credit quality component of the BC Municipal Bond Index. 4 | Annual Report Further aiding positive municipal bond performance during the reporting period was the prospect of rising taxes, lower new tax-exempt issuance and fewer tax shelters. In February 2009, the American Recovery and Reinvestment Act was signed into law, which allowed municipalities to issue taxable bonds and receive a 35% federal government subsidy for all coupon payments distributed to investors for the life of the bond. This rebate allowed municipalities to borrow significantly below their after-tax cost in the traditional tax-exempt municipal bond market. The success of this "Build America Bonds" program exceeded expectations as it enticed taxable bond investors to these municipal products. The Obama administration recently proposed continuing the program beyond 2010 but reducing the subsidy to 28% and expanding permissible uses. Historically, a large supply of issuance can be detrimental to municipal bond market performance; however, this was not the case during this reporting period. Although 2009's $409 billion in total issuance surpassed the previous year's, the popularity of Build America Bonds helped drive the municipal bond market's strong total returns.(4) The taxable bonds accounted for approximately 20% of long-term issuance, which reduced the supply of available municipal bonds for traditional, tax-exempt investors.(5) Solid demand for tax-exempt bonds drove municipal bond prices higher. We think these new, subsidized, taxable municipal bonds are likely to restrain future supply of tax-exempt municipal bonds as long as the government permits their use. Given the various ratings changes, the relatively steep yield curve, and the reduced tax-exempt supply during the reporting period, we looked for opportunities to keep the portfolios fully invested in longer term bonds, which helped support the 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. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS AND OPINIONS AS OF FEBRUARY 28, 2010. 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. (4.) Source: Thomson Reuters, THE BOND BUYER, 2/9/10. (5.) Source: Municipal Securities Rulemaking Board, "Build America Bond Issuance and Trade Activity, 2009," February 2010. Annual Report | 5 Investment Strategy and Manager's Discussion We use a consistent, disciplined strategy in an effort to maximize tax-exempt income for our shareholders by seeking to maintain exposure to higher coupon securities. We generally employ a buy-and-hold approach and invest in securities we believe should provide the most relative value in the market. As we invest during different interest rate environments, each Fund's portfolio becomes progressively more 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 help 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 continued 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, 2010, 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 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) The Fund invests predominantly in insured municipal securities.(2) CREDIT QUALITY BREAKDOWN* Franklin Insured Tax-Free Income Fund 2/28/10 % OF TOTAL RATINGS LONG-TERM INVESTMENTS** - ------- ----------------------- AAA 41.1% AA 11.2% A 26.7% BBB 2.9% Below Investment Grade 0.3% Not Rated by S&P 17.8% * 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. The letter ratings are provided to indicate creditworthiness of the Fund's bond holdings and generally can range from AAA or Aaa (highest) to Below Investment Grade (lowest). ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa 0.2% 1.6% AA or Aa 4.0% 0.3% A 5.0% 1.1% BBB or Baa 2.9% 2.7% ---- --- Total 12.1% 5.7% ==== === We are pleased to bring you Franklin Insured Tax-Free Income Fund's annual report for the fiscal year ended February 28, 2010. (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 63. Annual Report | 7 DIVIDEND DISTRIBUTIONS* Franklin Insured Tax-Free Income Fund DIVIDEND PER SHARE ----------------------------------------------------- MONTH CLASS A CLASS B CLASS C ADVISOR CLASS - ----- ---------- ---------- ---------- ------------- March 2009 4.40 cents 3.89 cents 3.89 cents 4.49 cents April 2009 4.40 cents 3.89 cents 3.89 cents 4.49 cents May 2009 4.40 cents 3.89 cents 3.89 cents 4.49 cents June 2009 4.40 cents 3.88 cents 3.88 cents 4.49 cents July 2009 4.40 cents 3.88 cents 3.88 cents 4.49 cents August 2009 4.40 cents 3.88 cents 3.88 cents 4.49 cents September 2009 4.40 cents 3.87 cents 3.87 cents 4.49 cents October 2009 4.40 cents 3.87 cents 3.87 cents 4.49 cents November 2009 4.40 cents 3.87 cents 3.87 cents 4.49 cents December 2009 4.30 cents 3.73 cents 3.74 cents 4.40 cents January 2010 4.30 cents 3.73 cents 3.74 cents 4.40 cents February 2010 4.30 cents 3.73 cents 3.74 cents 4.40 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, increased from $11.20 on February 28, 2009, to $11.88 on February 28, 2010. The Fund's Class A shares paid dividends totaling 52.43 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 4.16% based on an annualization of the current 4.30 cent per share dividend and the maximum offering price of $12.41 on February 28, 2010. An investor in the 2010 maximum federal income tax bracket of 35.00% would need to earn a distribution rate of 6.40% 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. During the year under review, renewed investor interest in municipal bonds and limited new-issue supply tended to reduce the Fund's income, which caused dividends to decline slightly. (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, 2010, 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 2/28/10 % OF TOTAL LONG-TERM INVESTMENTS* ---------------------- Utilities 18.4% Hospital & Health Care 17.5% General Obligation 14.3% Subject to Government Appropriations 13.2% Prerefunded 10.8% Transportation 8.7% Other Revenue 5.7% Higher Education 5.7% Tax-Supported 5.2% Housing 0.5% * Does not include short-term investments and other net assets. Annual Report | 9 Performance Summary as of 2/28/10 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 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.68 $11.88 $11.20 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.5243 CLASS B (SYMBOL: FBITX) CHANGE 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.68 $11.94 $11.26 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.4604 CLASS C (SYMBOL: FRITX) CHANGE 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.70 $12.01 $11.31 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.4606 ADVISOR CLASS (SYMBOL: FINZX) CHANGE 2/28/10 2/28/09 - ----------------------------- ------ ------- ------- Net Asset Value (NAV) +$0.68 $11.88 $11.20 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.5355 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) +10.93% +19.31% +67.20% Average Annual Total Return(2) +6.19% +2.70% +4.82% Avg. Ann. Total Return (3/31/10)(3) +5.98% +2.85% +4.59% Distribution Rate(4) 4.16% Taxable Equivalent Distribution Rate(5) 6.40% 30-Day Standardized Yield(6) 3.68% Taxable Equivalent Yield(5) 5.66% Total Annual Operating expenses(7) 0.63% CLASS B 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------- Cumulative Total Return(1) +10.27% +16.10% +60.47% Average Annual Total Return(2) +6.27% +2.69% +4.84% Avg. Ann. Total Return (3/31/10)(3) +6.15% +2.82% +4.62% Distribution Rate(4) 3.77% Taxable Equivalent Distribution Rate(5) 5.80% 30-Day Standardized Yield(6) 3.29% Taxable Equivalent Yield(5) 5.06% Total Annual Operating expenses(7) 1.18% CLASS C 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------- Cumulative Total Return(1) +10.41% +16.19% +58.41% Average Annual Total Return(2) +9.41% +3.05% +4.71% Avg. Ann. Total Return (3/31/10)(3) +9.19% +3.18% +4.48% Distribution Rate(4) 3.73% Taxable Equivalent Distribution Rate(5) 5.74% 30-Day Standardized Yield(6) 3.32% Taxable Equivalent Yield(5) 5.11% Total Annual Operating expenses(7) 1.18% ADVISOR CLASS(8) 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------- Cumulative Total Return(1) +11.04% +19.51% +67.48% Average Annual Total Return(2) +11.04% +3.63% +5.29% Avg. Ann. Total Return (3/31/10)(3) +10.92% +3.79% +5.07% Distribution Rate(4) 4.44% Taxable Equivalent Distribution Rate(5) 6.83% 30-Day Standardized Yield(6) 3.94% Taxable Equivalent Yield(5) 6.06% 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, GO TO 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 2/28/10 - ------- ------- 1-Year +6.19% 5-Year +2.70% 10-Year +4.82% CLASS A (3/1/00-2/28/10) (PERFORMANCE GRAPH) FRANKLIN INSURED TAX-FREE BARCLAYS CAPITAL DATE INCOME FUND - CLASS A MUNICIPAL BOND INDEX CPI - ------------- ------------------------- -------------------- ------- 3/1/2000 $ 9,575 $10,000 $10,000 3/31/2000 $ 9,804 $10,218 $10,082 4/30/2000 $ 9,747 $10,158 $10,088 5/31/2000 $ 9,681 $10,105 $10,100 6/30/2000 $ 9,931 $10,373 $10,153 7/31/2000 $10,088 $10,518 $10,177 8/31/2000 $10,237 $10,680 $10,177 9/30/2000 $10,166 $10,624 $10,230 10/31/2000 $10,282 $10,740 $10,247 11/30/2000 $10,370 $10,821 $10,253 12/31/2000 $10,653 $11,089 $10,247 1/31/2001 $10,715 $11,198 $10,312 2/28/2001 $10,747 $11,234 $10,353 3/31/2001 $10,831 $11,334 $10,377 4/30/2001 $10,706 $11,212 $10,418 5/31/2001 $10,815 $11,332 $10,465 6/30/2001 $10,904 $11,408 $10,483 7/31/2001 $11,062 $11,577 $10,453 8/31/2001 $11,227 $11,768 $10,453 9/30/2001 $11,179 $11,729 $10,501 10/31/2001 $11,309 $11,868 $10,465 11/30/2001 $11,242 $11,768 $10,448 12/31/2001 $11,140 $11,657 $10,406 1/31/2002 $11,308 $11,859 $10,430 2/28/2002 $11,434 $12,002 $10,471 3/31/2002 $11,238 $11,767 $10,530 4/30/2002 $11,416 $11,997 $10,589 5/31/2002 $11,472 $12,070 $10,589 6/30/2002 $11,573 $12,197 $10,595 7/31/2002 $11,707 $12,354 $10,607 8/31/2002 $11,819 $12,503 $10,642 9/30/2002 $12,078 $12,776 $10,660 10/31/2002 $11,893 $12,565 $10,677 11/30/2002 $11,870 $12,512 $10,677 12/31/2002 $12,104 $12,776 $10,654 1/31/2003 $12,083 $12,744 $10,701 2/28/2003 $12,224 $12,922 $10,783 3/31/2003 $12,265 $12,930 $10,848 4/30/2003 $12,371 $13,015 $10,824 5/31/2003 $12,665 $13,320 $10,807 6/30/2003 $12,631 $13,263 $10,819 7/31/2003 $12,156 $12,799 $10,830 8/31/2003 $12,252 $12,895 $10,872 9/30/2003 $12,571 $13,274 $10,907 10/31/2003 $12,528 $13,207 $10,895 11/30/2003 $12,664 $13,345 $10,866 12/31/2003 $12,765 $13,455 $10,854 1/31/2004 $12,853 $13,532 $10,907 2/29/2004 $13,039 $13,736 $10,966 3/31/2004 $12,995 $13,688 $11,037 4/30/2004 $12,679 $13,364 $11,072 5/31/2004 $12,625 $13,315 $11,137 6/30/2004 $12,651 $13,364 $11,172 7/31/2004 $12,804 $13,540 $11,154 8/31/2004 $13,032 $13,811 $11,160 9/30/2004 $13,101 $13,884 $11,184 10/31/2004 $13,223 $14,004 $11,243 11/30/2004 $13,113 $13,888 $11,249 12/31/2004 $13,290 $14,058 $11,207 1/31/2005 $13,445 $14,189 $11,231 2/28/2005 $13,418 $14,142 $11,296 3/31/2005 $13,350 $14,053 $11,384 4/30/2005 $13,537 $14,274 $11,461 5/31/2005 $13,633 $14,375 $11,449 6/30/2005 $13,706 $14,464 $11,455 7/31/2005 $13,667 $14,399 $11,508 8/31/2005 $13,773 $14,544 $11,567 9/30/2005 $13,689 $14,446 $11,708 10/31/2005 $13,626 $14,359 $11,731 11/30/2005 $13,689 $14,428 $11,637 12/31/2005 $13,795 $14,552 $11,590 1/31/2006 $13,807 $14,591 $11,678 2/28/2006 $13,908 $14,689 $11,702 3/31/2006 $13,838 $14,588 $11,767 4/30/2006 $13,843 $14,583 $11,867 5/31/2006 $13,884 $14,648 $11,926 6/30/2006 $13,831 $14,592 $11,949 7/31/2006 $13,974 $14,766 $11,985 8/31/2006 $14,141 $14,985 $12,008 9/30/2006 $14,236 $15,089 $11,949 10/31/2006 $14,324 $15,184 $11,885 11/30/2006 $14,442 $15,311 $11,867 12/31/2006 $14,400 $15,257 $11,885 1/31/2007 $14,371 $15,217 $11,921 2/28/2007 $14,536 $15,418 $11,985 3/31/2007 $14,497 $15,380 $12,094 4/30/2007 $14,537 $15,426 $12,172 5/31/2007 $14,495 $15,357 $12,247 6/30/2007 $14,440 $15,278 $12,270 7/31/2007 $14,540 $15,396 $12,267 8/31/2007 $14,472 $15,330 $12,245 9/30/2007 $14,669 $15,557 $12,279 10/31/2007 $14,736 $15,626 $12,305 11/30/2007 $14,811 $15,726 $12,378 12/31/2007 $14,863 $15,769 $12,370 1/31/2008 $14,889 $15,968 $12,431 2/29/2008 $14,143 $15,237 $12,467 3/31/2008 $14,628 $15,672 $12,575 4/30/2008 $14,889 $15,856 $12,652 5/31/2008 $14,994 $15,952 $12,758 6/30/2008 $14,772 $15,771 $12,887 7/31/2008 $14,751 $15,831 $12,954 8/31/2008 $14,857 $16,017 $12,903 9/30/2008 $14,015 $15,265 $12,885 10/31/2008 $13,947 $15,110 $12,755 11/30/2008 $13,708 $15,158 $12,510 12/31/2008 $13,969 $15,379 $12,381 1/31/2009 $14,253 $15,942 $12,435 2/28/2009 $14,434 $16,025 $12,497 3/31/2009 $14,495 $16,028 $12,527 4/30/2009 $14,847 $16,349 $12,558 5/31/2009 $15,009 $16,522 $12,595 6/30/2009 $14,935 $16,367 $12,703 7/31/2009 $15,111 $16,641 $12,683 8/31/2009 $15,405 $16,925 $12,711 9/30/2009 $16,028 $17,532 $12,719 10/31/2009 $15,719 $17,164 $12,731 11/30/2009 $15,736 $17,306 $12,740 12/31/2009 $15,832 $17,365 $12,718 1/31/2010 $15,891 $17,455 $12,761 2/28/2010 $16,008 $17,624 $12,764 Total Returns 60.08% 76.24% 27.64% AVERAGE ANNUAL TOTAL RETURN CLASS B 2/28/10 - ------- ------- 1-Year +6.27% 5-Year +2.69% 10-Year +4.84% CLASS B (3/1/00-2/28/10) (PERFORMANCE GRAPH) FRANKLIN INSURED TAX-FREE BARCLAYS CAPITAL DATE INCOME FUND - CLASS B MUNICIPAL BOND INDEX CPI - ------------- ------------------------- -------------------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,235 $10,218 $10,082 4/30/2000 $10,179 $10,158 $10,088 5/31/2000 $10,105 $10,105 $10,100 6/30/2000 $10,361 $10,373 $10,153 7/31/2000 $10,519 $10,518 $10,177 8/31/2000 $10,669 $10,680 $10,177 9/30/2000 $10,600 $10,624 $10,230 10/31/2000 $10,707 $10,740 $10,247 11/30/2000 $10,802 $10,821 $10,253 12/31/2000 $11,092 $11,089 $10,247 1/31/2001 $11,151 $11,198 $10,312 2/28/2001 $11,180 $11,234 $10,353 3/31/2001 $11,271 $11,334 $10,377 4/30/2001 $11,135 $11,212 $10,418 5/31/2001 $11,243 $11,332 $10,465 6/30/2001 $11,330 $11,408 $10,483 7/31/2001 $11,497 $11,577 $10,453 8/31/2001 $11,664 $11,768 $10,453 9/30/2001 $11,609 $11,729 $10,501 10/31/2001 $11,739 $11,868 $10,465 11/30/2001 $11,664 $11,768 $10,448 12/31/2001 $11,553 $11,657 $10,406 1/31/2002 $11,721 $11,859 $10,430 2/28/2002 $11,846 $12,002 $10,471 3/31/2002 $11,637 $11,767 $10,530 4/30/2002 $11,816 $11,997 $10,589 5/31/2002 $11,877 $12,070 $10,589 6/30/2002 $11,976 $12,197 $10,595 7/31/2002 $12,099 $12,354 $10,607 8/31/2002 $12,219 $12,503 $10,642 9/30/2002 $12,480 $12,776 $10,660 10/31/2002 $12,283 $12,565 $10,677 11/30/2002 $12,254 $12,512 $10,677 12/31/2002 $12,489 $12,776 $10,654 1/31/2003 $12,461 $12,744 $10,701 2/28/2003 $12,600 $12,922 $10,783 3/31/2003 $12,636 $12,930 $10,848 4/30/2003 $12,739 $13,015 $10,824 5/31/2003 $13,035 $13,320 $10,807 6/30/2003 $13,005 $13,263 $10,819 7/31/2003 $12,502 $12,799 $10,830 8/31/2003 $12,594 $12,895 $10,872 9/30/2003 $12,915 $13,274 $10,907 10/31/2003 $12,864 $13,207 $10,895 11/30/2003 $12,997 $13,345 $10,866 12/31/2003 $13,095 $13,455 $10,854 1/31/2004 $13,180 $13,532 $10,907 2/29/2004 $13,366 $13,736 $10,966 3/31/2004 $13,315 $13,688 $11,037 4/30/2004 $12,986 $13,364 $11,072 5/31/2004 $12,924 $13,315 $11,137 6/30/2004 $12,944 $13,364 $11,172 7/31/2004 $13,094 $13,540 $11,154 8/31/2004 $13,320 $13,811 $11,160 9/30/2004 $13,385 $13,884 $11,184 10/31/2004 $13,503 $14,004 $11,243 11/30/2004 $13,384 $13,888 $11,249 12/31/2004 $13,558 $14,058 $11,207 1/31/2005 $13,720 $14,189 $11,231 2/28/2005 $13,676 $14,142 $11,296 3/31/2005 $13,611 $14,053 $11,384 4/30/2005 $13,784 $14,274 $11,461 5/31/2005 $13,886 $14,375 $11,449 6/30/2005 $13,953 $14,464 $11,455 7/31/2005 $13,896 $14,399 $11,508 8/31/2005 $13,997 $14,544 $11,567 9/30/2005 $13,906 $14,446 $11,708 10/31/2005 $13,836 $14,359 $11,731 11/30/2005 $13,904 $14,428 $11,637 12/31/2005 $14,005 $14,552 $11,590 1/31/2006 $14,011 $14,591 $11,678 2/28/2006 $14,096 $14,689 $11,702 3/31/2006 $14,019 $14,588 $11,767 4/30/2006 $14,017 $14,583 $11,867 5/31/2006 $14,052 $14,648 $11,926 6/30/2006 $14,003 $14,592 $11,949 7/31/2006 $14,130 $14,766 $11,985 8/31/2006 $14,303 $14,985 $12,008 9/30/2006 $14,381 $15,089 $11,949 10/31/2006 $14,463 $15,184 $11,885 11/30/2006 $14,588 $15,311 $11,867 12/31/2006 $14,539 $15,257 $11,885 1/31/2007 $14,502 $15,217 $11,921 2/28/2007 $14,650 $15,418 $11,985 3/31/2007 $14,616 $15,380 $12,094 4/30/2007 $14,649 $15,426 $12,172 5/31/2007 $14,600 $15,357 $12,247 6/30/2007 $14,538 $15,278 $12,270 7/31/2007 $14,632 $15,396 $12,267 8/31/2007 $14,544 $15,330 $12,245 9/30/2007 $14,747 $15,557 $12,279 10/31/2007 $14,807 $15,626 $12,305 11/30/2007 $14,876 $15,726 $12,378 12/31/2007 $14,909 $15,769 $12,370 1/31/2008 $14,942 $15,968 $12,431 2/29/2008 $14,179 $15,237 $12,467 3/31/2008 $14,666 $15,672 $12,575 4/30/2008 $14,928 $15,856 $12,652 5/31/2008 $15,031 $15,952 $12,758 6/30/2008 $14,810 $15,771 $12,887 7/31/2008 $14,789 $15,831 $12,954 8/31/2008 $14,892 $16,017 $12,903 9/30/2008 $14,051 $15,265 $12,885 10/31/2008 $13,981 $15,110 $12,755 11/30/2008 $13,738 $15,158 $12,510 12/31/2008 $14,004 $15,379 $12,381 1/31/2009 $14,287 $15,942 $12,435 2/28/2009 $14,468 $16,025 $12,497 3/31/2009 $14,532 $16,028 $12,527 4/30/2009 $14,885 $16,349 $12,558 5/31/2009 $15,044 $16,522 $12,595 6/30/2009 $14,974 $16,367 $12,703 7/31/2009 $15,150 $16,641 $12,683 8/31/2009 $15,445 $16,925 $12,711 9/30/2009 $16,070 $17,532 $12,719 10/31/2009 $15,758 $17,164 $12,731 11/30/2009 $15,777 $17,306 $12,740 12/31/2009 $15,874 $17,365 $12,718 1/31/2010 $15,930 $17,455 $12,761 2/28/2010 $16,047 $17,624 $12,764 Total Returns 60.47% 76.24% 27.64% 12 | Annual Report Performance Summary (CONTINUED) AVERAGE ANNUAL TOTAL RETURN CLASS C 2/28/10 - ------- ------- 1-Year +9.41% 5-Year +3.05% 10-Year +4.71% CLASS C (3/1/00-2/28/10) (PERFORMANCE GRAPH) FRANKLIN INSURED TAX-FREE BARCLAYS CAPITAL DATE INCOME FUND - CLASS C MUNICIPAL BOND INDEX CPI - ------------- ------------------------- -------------------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,234 $10,218 $10,082 4/30/2000 $10,169 $10,158 $10,088 5/31/2000 $10,096 $10,105 $10,100 6/30/2000 $10,351 $10,373 $10,153 7/31/2000 $10,508 $10,518 $10,177 8/31/2000 $10,657 $10,680 $10,177 9/30/2000 $10,588 $10,624 $10,230 10/31/2000 $10,694 $10,740 $10,247 11/30/2000 $10,780 $10,821 $10,253 12/31/2000 $11,077 $11,089 $10,247 1/31/2001 $11,127 $11,198 $10,312 2/28/2001 $11,155 $11,234 $10,353 3/31/2001 $11,245 $11,334 $10,377 4/30/2001 $11,110 $11,212 $10,418 5/31/2001 $11,208 $11,332 $10,465 6/30/2001 $11,295 $11,408 $10,483 7/31/2001 $11,462 $11,577 $10,453 8/31/2001 $11,627 $11,768 $10,453 9/30/2001 $11,572 $11,729 $10,501 10/31/2001 $11,700 $11,868 $10,465 11/30/2001 $11,626 $11,768 $10,448 12/31/2001 $11,516 $11,657 $10,406 1/31/2002 $11,691 $11,859 $10,430 2/28/2002 $11,806 $12,002 $10,471 3/31/2002 $11,599 $11,767 $10,530 4/30/2002 $11,777 $11,997 $10,589 5/31/2002 $11,838 $12,070 $10,589 6/30/2002 $11,937 $12,197 $10,595 7/31/2002 $12,058 $12,354 $10,607 8/31/2002 $12,178 $12,503 $10,642 9/30/2002 $12,436 $12,776 $10,660 10/31/2002 $12,242 $12,565 $10,677 11/30/2002 $12,213 $12,512 $10,677 12/31/2002 $12,447 $12,776 $10,654 1/31/2003 $12,420 $12,744 $10,701 2/28/2003 $12,568 $12,922 $10,783 3/31/2003 $12,595 $12,930 $10,848 4/30/2003 $12,697 $13,015 $10,824 5/31/2003 $12,992 $13,320 $10,807 6/30/2003 $12,960 $13,263 $10,819 7/31/2003 $12,460 $12,799 $10,830 8/31/2003 $12,551 $12,895 $10,872 9/30/2003 $12,879 $13,274 $10,907 10/31/2003 $12,829 $13,207 $10,895 11/30/2003 $12,961 $13,345 $10,866 12/31/2003 $13,057 $13,455 $10,854 1/31/2004 $13,140 $13,532 $10,907 2/29/2004 $13,325 $13,736 $10,966 3/31/2004 $13,274 $13,688 $11,037 4/30/2004 $12,937 $13,364 $11,072 5/31/2004 $12,886 $13,315 $11,137 6/30/2004 $12,896 $13,364 $11,172 7/31/2004 $13,055 $13,540 $11,154 8/31/2004 $13,280 $13,811 $11,160 9/30/2004 $13,344 $13,884 $11,184 10/31/2004 $13,461 $14,004 $11,243 11/30/2004 $13,343 $13,888 $11,249 12/31/2004 $13,516 $14,058 $11,207 1/31/2005 $13,666 $14,189 $11,231 2/28/2005 $13,633 $14,142 $11,296 3/31/2005 $13,569 $14,053 $11,384 4/30/2005 $13,740 $14,274 $11,461 5/31/2005 $13,841 $14,375 $11,449 6/30/2005 $13,908 $14,464 $11,455 7/31/2005 $13,852 $14,399 $11,508 8/31/2005 $13,952 $14,544 $11,567 9/30/2005 $13,862 $14,446 $11,708 10/31/2005 $13,792 $14,359 $11,731 11/30/2005 $13,848 $14,428 $11,637 12/31/2005 $13,948 $14,552 $11,590 1/31/2006 $13,966 $14,591 $11,678 2/28/2006 $14,050 $14,689 $11,702 3/31/2006 $13,973 $14,588 $11,767 4/30/2006 $13,971 $14,583 $11,867 5/31/2006 $14,005 $14,648 $11,926 6/30/2006 $13,957 $14,592 $11,949 7/31/2006 $14,094 $14,766 $11,985 8/31/2006 $14,255 $14,985 $12,008 9/30/2006 $14,344 $15,089 $11,949 10/31/2006 $14,425 $15,184 $11,885 11/30/2006 $14,537 $15,311 $11,867 12/31/2006 $14,489 $15,257 $11,885 1/31/2007 $14,452 $15,217 $11,921 2/28/2007 $14,610 $15,418 $11,985 3/31/2007 $14,577 $15,380 $12,094 4/30/2007 $14,597 $15,426 $12,172 5/31/2007 $14,549 $15,357 $12,247 6/30/2007 $14,488 $15,278 $12,270 7/31/2007 $14,581 $15,396 $12,267 8/31/2007 $14,507 $15,330 $12,245 9/30/2007 $14,695 $15,557 $12,279 10/31/2007 $14,767 $15,626 $12,305 11/30/2007 $14,835 $15,726 $12,378 12/31/2007 $14,868 $15,769 $12,370 1/31/2008 $14,900 $15,968 $12,431 2/29/2008 $14,142 $15,237 $12,467 3/31/2008 $14,615 $15,672 $12,575 4/30/2008 $14,879 $15,856 $12,652 5/31/2008 $14,975 $15,952 $12,758 6/30/2008 $14,749 $15,771 $12,887 7/31/2008 $14,709 $15,831 $12,954 8/31/2008 $14,819 $16,017 $12,903 9/30/2008 $13,969 $15,265 $12,885 10/31/2008 $13,894 $15,110 $12,755 11/30/2008 $13,652 $15,158 $12,510 12/31/2008 $13,903 $15,379 $12,381 1/31/2009 $14,177 $15,942 $12,435 2/28/2009 $14,349 $16,025 $12,497 3/31/2009 $14,402 $16,028 $12,527 4/30/2009 $14,755 $16,349 $12,558 5/31/2009 $14,921 $16,522 $12,595 6/30/2009 $14,829 $16,367 $12,703 7/31/2009 $15,007 $16,641 $12,683 8/31/2009 $15,289 $16,925 $12,711 9/30/2009 $15,894 $17,532 $12,719 10/31/2009 $15,584 $17,164 $12,731 11/30/2009 $15,594 $17,306 $12,740 12/31/2009 $15,681 $17,365 $12,718 1/31/2010 $15,731 $17,455 $12,761 2/28/2010 $15,841 $17,624 $12,764 AVERAGE ANNUAL TOTAL RETURN ADVISOR CLASS(8) 2/28/10 - ---------------- ------- 1-Year +11.04% 5-Year +3.63% 10-Year +5.29% ADVISOR CLASS (3/1/00-2/28/10)(8) (PERFORMANCE GRAPH) FRANKLIN INSURED TAX-FREE BARCLAYS CAPITAL DATE INCOME FUND - ADVISOR CLASS MUNICIPAL BOND INDEX CPI - ------------- --------------------------- -------------------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,239 $10,218 $10,082 4/30/2000 $10,179 $10,158 $10,088 5/31/2000 $10,111 $10,105 $10,100 6/30/2000 $10,372 $10,373 $10,153 7/31/2000 $10,536 $10,518 $10,177 8/31/2000 $10,691 $10,680 $10,177 9/30/2000 $10,617 $10,624 $10,230 10/31/2000 $10,739 $10,740 $10,247 11/30/2000 $10,830 $10,821 $10,253 12/31/2000 $11,126 $11,089 $10,247 1/31/2001 $11,191 $11,198 $10,312 2/28/2001 $11,224 $11,234 $10,353 3/31/2001 $11,312 $11,334 $10,377 4/30/2001 $11,181 $11,212 $10,418 5/31/2001 $11,295 $11,332 $10,465 6/30/2001 $11,388 $11,408 $10,483 7/31/2001 $11,553 $11,577 $10,453 8/31/2001 $11,726 $11,768 $10,453 9/30/2001 $11,675 $11,729 $10,501 10/31/2001 $11,811 $11,868 $10,465 11/30/2001 $11,741 $11,768 $10,448 12/31/2001 $11,635 $11,657 $10,406 1/31/2002 $11,810 $11,859 $10,430 2/28/2002 $11,941 $12,002 $10,471 3/31/2002 $11,737 $11,767 $10,530 4/30/2002 $11,923 $11,997 $10,589 5/31/2002 $11,982 $12,070 $10,589 6/30/2002 $12,087 $12,197 $10,595 7/31/2002 $12,226 $12,354 $10,607 8/31/2002 $12,344 $12,503 $10,642 9/30/2002 $12,614 $12,776 $10,660 10/31/2002 $12,421 $12,565 $10,677 11/30/2002 $12,397 $12,512 $10,677 12/31/2002 $12,641 $12,776 $10,654 1/31/2003 $12,619 $12,744 $10,701 2/28/2003 $12,766 $12,922 $10,783 3/31/2003 $12,809 $12,930 $10,848 4/30/2003 $12,920 $13,015 $10,824 5/31/2003 $13,228 $13,320 $10,807 6/30/2003 $13,192 $13,263 $10,819 7/31/2003 $12,696 $12,799 $10,830 8/31/2003 $12,796 $12,895 $10,872 9/30/2003 $13,129 $13,274 $10,907 10/31/2003 $13,084 $13,207 $10,895 11/30/2003 $13,226 $13,345 $10,866 12/31/2003 $13,331 $13,455 $10,854 1/31/2004 $13,423 $13,532 $10,907 2/29/2004 $13,618 $13,736 $10,966 3/31/2004 $13,572 $13,688 $11,037 4/30/2004 $13,242 $13,364 $11,072 5/31/2004 $13,185 $13,315 $11,137 6/30/2004 $13,212 $13,364 $11,172 7/31/2004 $13,372 $13,540 $11,154 8/31/2004 $13,611 $13,811 $11,160 9/30/2004 $13,683 $13,884 $11,184 10/31/2004 $13,810 $14,004 $11,243 11/30/2004 $13,695 $13,888 $11,249 12/31/2004 $13,880 $14,058 $11,207 1/31/2005 $14,041 $14,189 $11,231 2/28/2005 $14,014 $14,142 $11,296 3/31/2005 $13,943 $14,053 $11,384 4/30/2005 $14,138 $14,274 $11,461 5/31/2005 $14,238 $14,375 $11,449 6/30/2005 $14,314 $14,464 $11,455 7/31/2005 $14,274 $14,399 $11,508 8/31/2005 $14,384 $14,544 $11,567 9/30/2005 $14,297 $14,446 $11,708 10/31/2005 $14,231 $14,359 $11,731 11/30/2005 $14,297 $14,428 $11,637 12/31/2005 $14,407 $14,552 $11,590 1/31/2006 $14,420 $14,591 $11,678 2/28/2006 $14,525 $14,689 $11,702 3/31/2006 $14,453 $14,588 $11,767 4/30/2006 $14,457 $14,583 $11,867 5/31/2006 $14,500 $14,648 $11,926 6/30/2006 $14,445 $14,592 $11,949 7/31/2006 $14,595 $14,766 $11,985 8/31/2006 $14,769 $14,985 $12,008 9/30/2006 $14,868 $15,089 $11,949 10/31/2006 $14,960 $15,184 $11,885 11/30/2006 $15,083 $15,311 $11,867 12/31/2006 $15,040 $15,257 $11,885 1/31/2007 $15,009 $15,217 $11,921 2/28/2007 $15,181 $15,418 $11,985 3/31/2007 $15,141 $15,380 $12,094 4/30/2007 $15,182 $15,426 $12,172 5/31/2007 $15,138 $15,357 $12,247 6/30/2007 $15,081 $15,278 $12,270 7/31/2007 $15,186 $15,396 $12,267 8/31/2007 $15,114 $15,330 $12,245 9/30/2007 $15,320 $15,557 $12,279 10/31/2007 $15,390 $15,626 $12,305 11/30/2007 $15,469 $15,726 $12,378 12/31/2007 $15,523 $15,769 $12,370 1/31/2008 $15,550 $15,968 $12,431 2/29/2008 $14,771 $15,237 $12,467 3/31/2008 $15,278 $15,672 $12,575 4/30/2008 $15,550 $15,856 $12,652 5/31/2008 $15,660 $15,952 $12,758 6/30/2008 $15,428 $15,771 $12,887 7/31/2008 $15,394 $15,831 $12,954 8/31/2008 $15,519 $16,017 $12,903 9/30/2008 $14,628 $15,265 $12,885 10/31/2008 $14,558 $15,110 $12,755 11/30/2008 $14,309 $15,158 $12,510 12/31/2008 $14,583 $15,379 $12,381 1/31/2009 $14,881 $15,942 $12,435 2/28/2009 $15,084 $16,025 $12,497 3/31/2009 $15,136 $16,028 $12,527 4/30/2009 $15,505 $16,349 $12,558 5/31/2009 $15,689 $16,522 $12,595 6/30/2009 $15,600 $16,367 $12,703 7/31/2009 $15,798 $16,641 $12,683 8/31/2009 $16,107 $16,925 $12,711 9/30/2009 $16,760 $17,532 $12,719 10/31/2009 $16,438 $17,164 $12,731 11/30/2009 $16,457 $17,306 $12,740 12/31/2009 $16,559 $17,365 $12,718 1/31/2010 $16,622 $17,455 $12,761 2/28/2010 $16,748 $17,624 $12,764 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 2/28/10. (5.) Taxable equivalent distribution rate and yield assume the 2010 maximum federal income tax rate of 35.00%. (6.) The 30-day standardized yield for the month ended 2/28/10 reflects an estimated yield to maturity (assuming all portfolio securities are held to maturity). It should be regarded as an estimate of the Fund's rate of investment income, and it may not equal the Fund's actual income distribution rate (which reflects the Fund's past dividends paid to shareholders) or the income reported in the Fund's financial statements. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. In periods of market volatility, assets may decline significantly, causing total annual Fund operating expenses to become higher than the figures shown. (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 and average annual total returns of Advisor Class shares were +8.17% and +4.84%. (9.) Source: (C) 2010 Morningstar. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. To be included in the index, bonds must be fixed rate, have at least one year to final maturity and be rated investment grade (Baa3/BBB- or higher) by at least two of the following agencies: Moody's, Standard & Poor's or Fitch. 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 9/1/09 VALUE 2/28/10 PERIOD* 9/1/09-2/28/10 ----------------- -------------- ---------------------- CLASS A Actual $1,000 $1,039.30 $3.13 Hypothetical (5% return before expenses) $1,000 $1,021.72 $3.11 CLASS B Actual $1,000 $1,036.30 $5.86 Hypothetical (5% return before expenses) $1,000 $1,019.04 $5.81 CLASS C Actual $1,000 $1,036.10 $5.91 Hypothetical (5% return before expenses) $1,000 $1,018.99 $5.86 ADVISOR CLASS Actual $1,000 $1,039.80 $2.63 Hypothetical (5% return before expenses) $1,000 $1,022.22 $2.61 * Expenses are calculated using the most recent six-month expense ratio, annualized for each class (A: 0.62%; B: 1.16%; C: 1.17%; and Advisor: 0.52%), 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 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 2/28/10** (PIE CHART) AAA................ 25.9% AA................. 29.3% A.................. 33.9% Not Rated by S&P... 10.9% * 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. The letter ratings are provided to indicate creditworthiness of the Fund's bond holdings and generally can range from AAA or Aaa (highest) to Below Investment Grade (lowest). ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa -- 2.3% AA or Aa 3.1% 0.4% A 0.8% -- BBB or Baa 4.3% -- --- --- Total 8.2% 2.7% === === We are pleased to bring you Franklin Massachusetts Tax-Free Income Fund's annual report for the fiscal year ended February 28, 2010. (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 82. Annual Report | 17 DIVIDEND DISTRIBUTIONS* Franklin Massachusetts Tax-Free Income Fund DIVIDEND PER SHARE ----------------------------------------- MONTH CLASS A CLASS C ADVISOR CLASS** - ----- ---------- ---------- --------------- March 2009 4.06 cents 3.56 cents -- April 2009 4.06 cents 3.56 cents -- May 2009 4.06 cents 3.56 cents -- June 2009 4.06 cents 3.54 cents -- July 2009 4.06 cents 3.54 cents 2.54 cents August 2009 4.06 cents 3.54 cents 4.15 cents September 2009 4.06 cents 3.55 cents 4.15 cents October 2009 4.06 cents 3.55 cents 4.15 cents November 2009 4.06 cents 3.55 cents 4.15 cents December 2009 4.06 cents 3.52 cents 4.15 cents January 2010 4.06 cents 3.52 cents 4.15 cents February 2010 4.06 cents 3.52 cents 4.15 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 7/1/09, 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, increased from $10.94 on February 28, 2009, to $11.60 on February 28, 2010. The Fund's Class A shares paid dividends totaling 48.68 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 4.02% based on an annualization of the current 4.06 cent per share dividend and the maximum offering price of $12.11 on February 28, 2010. An investor in the 2010 maximum combined effective federal and Massachusetts personal income tax bracket of 38.45% would need to earn a distribution rate of 6.53% 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. 18 | Annual Report PORTFOLIO BREAKDOWN Franklin Massachusetts Tax-Free Income Fund 2/28/10 % OF TOTAL LONG-TERM INVESTMENTS* ---------------------- Higher Education** 25.2% Prerefunded 22.1% Other Revenue 13.1% Transportation 12.1% General Obligation 8.5% Utilities 7.1% Tax-Supported 5.7% Hospital & Health Care 3.5% Housing 2.3% Subject to Government Appropriations 0.4% * 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. COMMONWEALTH UPDATE Massachusetts' well-educated labor force and diverse economy continued to decline but at a slower pace than during the height of the recession. The state's primary employment sector, education and health services, provided some economic stability over the period. Despite a solid employment base, Massachusetts' unemployment rate increased from 7.4% at the beginning of the period to 9.5% by February 2010, which was slightly lower than the 9.7% national rate.(3) One of the state's large sectors, financial services, suffered considerable job losses in 2009. Massachusetts' population experienced out-migration, as high business and housing costs posed an economic challenge for the commonwealth as well. The state's strong and conservative financial management practices helped restore some of the budget balance that was compromised by the economic downturn. Fiscal year 2009 revenues decreased from the previous fiscal year, with declines in personal income tax and sales tax revenues. State officials proactively responded to the shortfall by adjusting the budget several times, effectively closing a $3.6 billion budget gap.(4) Massachusetts resolved the gap through spending cuts and the use of federal stimulus funds, stabilization funds and reserves. State officials faced further revenue declines in fiscal year 2010 and worked to successfully resolve a $5 billion budget gap through a mix of new revenues, higher sales tax, spending cuts, federal stimulus funds, reserves and one-time measures.(5) Massachusetts' net tax-supported debt as a percentage of personal income was 7.9% and debt per capita was $4,022, compared with the national medians of 2.1% and $739.(6) This relatively high debt burden was further impacted by the state's sizable outlays to the Massachusetts School Building Authority and the Massachusetts Turnpike Authority. Independent credit rating agency Moody's Investors Service rated Massachusetts' general obligation bonds Aa2 with a stable outlook.(7) This rating and outlook reflect Moody's assessment that the commonwealth will continue to react quickly to emerging budget gaps stemming from revenue weakness. Additionally, independent credit rating agency Standard & Poor's gave Massachusetts' general obligation bonds a rating of AA with a stable outlook, citing the state's solid (3.) Source: Bureau of Labor Statistics. (4.) Source: Standard & Poor's, "Research: Massachusetts; General Obligation," RATINGSDIRECT, 11/5/09. (5.) Source: Moody's Investors Service, "New Issue: Moody's Assigns Aa2 Rating to Commonwealth of Massachusetts $500 Million GO Bonds Consolidated Loan of 2009, Series E," 11/3/09. (6.) Source: Standard & Poor's, "U.S. Public Finance Report Card: 2009 State Debt Review: Significant Challenges Lie Ahead," RATINGSDIRECT, 12/16/09. (7.) This does not indicate a rating of the Fund. Annual Report | 19 economic fundamentals and historically resilient employment sectors, which could contribute to positive growth if the state and national economies continue to recover from the recession.7 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 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, 2010, 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 2/28/10 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 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.66 $11.60 $10.94 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.4868 CLASS C (SYMBOL: FMAIX) CHANGE 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.67 $11.70 $11.03 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.4246 ADVISOR CLASS (SYMBOL: N/A) CHANGE 2/28/10 7/1/09 - --------------------------- ------ ------- ------- Net Asset Value (NAV) +$0.52 $11.60 $11.08 DISTRIBUTIONS (7/2/09-2/28/10) Dividend Income $0.3263 Annual Report | 21 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 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) +10.66% +19.57% +68.13% Average Annual Total Return(2) +5.91% +2.75% +4.87% Avg. Ann. Total Return (3/31/10)(3) +6.08% +2.85% +4.65% Distribution Rate(4) 4.02% Taxable Equivalent Distribution Rate(5) 6.53% 30-Day Standardized Yield(6) 3.09% Taxable Equivalent Yield(5) 5.02% Total Annual Operating expenses(7) 0.66% CLASS C 1-YEAR 5-YEAR 10-YEAR - ------- ------- ------ ------- Cumulative Total Return(1) +10.06% +16.38% +59.15% Average Annual Total Return(2) +9.06% +3.08% +4.76% Avg. Ann. Total Return (3/31/10)(3) +9.24% +3.19% +4.54% Distribution Rate(4) 3.58% Taxable Equivalent Distribution Rate(5) 5.82% 30-Day Standardized Yield(6) 2.67% Taxable Equivalent Yield(5) 4.34% Total Annual Operating expenses(7) 1.21% ADVISOR CLASS(8) 1-YEAR 5-YEAR 10-YEAR - ---------------- ------- ------ ------- Cumulative Total Return(1) +10.73% +19.64% +68.23% Average Annual Total Return(2) +10.73% +3.65% +5.34% Avg. Ann. Total Return (3/31/10)(3) +10.83% +3.76% +5.12% Distribution Rate(4) 4.30% Taxable Equivalent Distribution Rate(5) 6.99% 30-Day Standardized Yield(6) 3.31% Taxable Equivalent Yield(5) 5.38% Total Annual Operating expenses(7) 0.56% PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. FOR MOST RECENT MONTH-END PERFORMANCE, GO TO franklintempleton.com OR CALL (800) 342-5236. 22 | 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 2/28/10 - ------- ------- 1-Year +5.91% 5-Year +2.75% 10-Year +4.87% (PERFORMANCE GRAPH) CLASS A (3/1/00-2/28/10) FRANKLIN MASSACHUSETTS TAX- BARCLAYS CAPITAL DATE FREE INCOME FUND - CLASS A MUNICIPAL BOND INDEX CPI - ------------- --------------------------- -------------------- ------- 3/1/2000 $ 9,575 $10,000 $10,000 3/31/2000 $ 9,803 $10,218 $10,082 4/30/2000 $ 9,731 $10,158 $10,088 5/31/2000 $ 9,642 $10,105 $10,100 6/30/2000 $ 9,928 $10,373 $10,153 7/31/2000 $10,107 $10,518 $10,177 8/31/2000 $10,241 $10,680 $10,177 9/30/2000 $10,165 $10,624 $10,230 10/31/2000 $10,302 $10,740 $10,247 11/30/2000 $10,400 $10,821 $10,253 12/31/2000 $10,730 $11,089 $10,247 1/31/2001 $10,774 $11,198 $10,312 2/28/2001 $10,814 $11,234 $10,353 3/31/2001 $10,889 $11,334 $10,377 4/30/2001 $10,737 $11,212 $10,418 5/31/2001 $10,838 $11,332 $10,465 6/30/2001 $10,947 $11,408 $10,483 7/31/2001 $11,109 $11,577 $10,453 8/31/2001 $11,298 $11,768 $10,453 9/30/2001 $11,244 $11,729 $10,501 10/31/2001 $11,377 $11,868 $10,465 11/30/2001 $11,294 $11,768 $10,448 12/31/2001 $11,176 $11,657 $10,406 1/31/2002 $11,328 $11,859 $10,430 2/28/2002 $11,449 $12,002 $10,471 3/31/2002 $11,252 $11,767 $10,530 4/30/2002 $11,407 $11,997 $10,589 5/31/2002 $11,513 $12,070 $10,589 6/30/2002 $11,597 $12,197 $10,595 7/31/2002 $11,735 $12,354 $10,607 8/31/2002 $11,880 $12,503 $10,642 9/30/2002 $12,147 $12,776 $10,660 10/31/2002 $11,931 $12,565 $10,677 11/30/2002 $11,883 $12,512 $10,677 12/31/2002 $12,134 $12,776 $10,654 1/31/2003 $12,118 $12,744 $10,701 2/28/2003 $12,272 $12,922 $10,783 3/31/2003 $12,310 $12,930 $10,848 4/30/2003 $12,417 $13,015 $10,824 5/31/2003 $12,710 $13,320 $10,807 6/30/2003 $12,662 $13,263 $10,819 7/31/2003 $12,174 $12,799 $10,830 8/31/2003 $12,271 $12,895 $10,872 9/30/2003 $12,580 $13,274 $10,907 10/31/2003 $12,532 $13,207 $10,895 11/30/2003 $12,670 $13,345 $10,866 12/31/2003 $12,772 $13,455 $10,854 1/31/2004 $12,861 $13,532 $10,907 2/29/2004 $13,031 $13,736 $10,966 3/31/2004 $13,025 $13,688 $11,037 4/30/2004 $12,714 $13,364 $11,072 5/31/2004 $12,655 $13,315 $11,137 6/30/2004 $12,679 $13,364 $11,172 7/31/2004 $12,846 $13,540 $11,154 8/31/2004 $13,070 $13,811 $11,160 9/30/2004 $13,161 $13,884 $11,184 10/31/2004 $13,274 $14,004 $11,243 11/30/2004 $13,166 $13,888 $11,249 12/31/2004 $13,337 $14,058 $11,207 1/31/2005 $13,483 $14,189 $11,231 2/28/2005 $13,464 $14,142 $11,296 3/31/2005 $13,423 $14,053 $11,384 4/30/2005 $13,636 $14,274 $11,461 5/31/2005 $13,732 $14,375 $11,449 6/30/2005 $13,804 $14,464 $11,455 7/31/2005 $13,726 $14,399 $11,508 8/31/2005 $13,866 $14,544 $11,567 9/30/2005 $13,752 $14,446 $11,708 10/31/2005 $13,672 $14,359 $11,731 11/30/2005 $13,734 $14,428 $11,637 12/31/2005 $13,852 $14,552 $11,590 1/31/2006 $13,862 $14,591 $11,678 2/28/2006 $13,964 $14,689 $11,702 3/31/2006 $13,863 $14,588 $11,767 4/30/2006 $13,887 $14,583 $11,867 5/31/2006 $13,925 $14,648 $11,926 6/30/2006 $13,878 $14,592 $11,949 7/31/2006 $14,035 $14,766 $11,985 8/31/2006 $14,227 $14,985 $12,008 9/30/2006 $14,322 $15,089 $11,949 10/31/2006 $14,397 $15,184 $11,885 11/30/2006 $14,517 $15,311 $11,867 12/31/2006 $14,471 $15,257 $11,885 1/31/2007 $14,425 $15,217 $11,921 2/28/2007 $14,605 $15,418 $11,985 3/31/2007 $14,562 $15,380 $12,094 4/30/2007 $14,600 $15,426 $12,172 5/31/2007 $14,541 $15,357 $12,247 6/30/2007 $14,466 $15,278 $12,270 7/31/2007 $14,567 $15,396 $12,267 8/31/2007 $14,469 $15,330 $12,245 9/30/2007 $14,669 $15,557 $12,279 10/31/2007 $14,735 $15,626 $12,305 11/30/2007 $14,835 $15,726 $12,378 12/31/2007 $14,887 $15,769 $12,370 1/31/2008 $14,961 $15,968 $12,431 2/29/2008 $14,263 $15,237 $12,467 3/31/2008 $14,684 $15,672 $12,575 4/30/2008 $14,925 $15,856 $12,652 5/31/2008 $15,017 $15,952 $12,758 6/30/2008 $14,837 $15,771 $12,887 7/31/2008 $14,877 $15,831 $12,954 8/31/2008 $14,970 $16,017 $12,903 9/30/2008 $14,254 $15,265 $12,885 10/31/2008 $14,101 $15,110 $12,755 11/30/2008 $13,996 $15,158 $12,510 12/31/2008 $14,025 $15,379 $12,381 1/31/2009 $14,380 $15,942 $12,435 2/28/2009 $14,550 $16,025 $12,497 3/31/2009 $14,568 $16,028 $12,527 4/30/2009 $14,927 $16,349 $12,558 5/31/2009 $15,049 $16,522 $12,595 6/30/2009 $14,956 $16,367 $12,703 7/31/2009 $15,118 $16,641 $12,683 8/31/2009 $15,498 $16,925 $12,711 9/30/2009 $16,109 $17,532 $12,719 10/31/2009 $15,799 $17,164 $12,731 11/30/2009 $15,881 $17,306 $12,740 12/31/2009 $15,977 $17,365 $12,718 1/31/2010 $15,993 $17,455 $12,761 2/28/2010 $16,094 $17,624 $12,764 AVERAGE ANNUAL TOTAL RETURN CLASS C 2/28/10 - ------- ------- 1-Year +9.06% 5-Year +3.08% 10-Year +4.76% (PERFORMANCE GRAPH) CLASS C (3/1/00-2/28/10) FRANKLIN MASSACHUSETTS TAX- BARCLAYS CAPITAL DATE FREE INCOME FUND - CLASS C MUNICIPAL BOND INDEX CPI - ------------- --------------------------- -------------------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,232 $10,218 $10,082 4/30/2000 $10,153 $10,158 $10,088 5/31/2000 $10,055 $10,105 $10,100 6/30/2000 $10,347 $10,373 $10,153 7/31/2000 $10,527 $10,518 $10,177 8/31/2000 $10,662 $10,680 $10,177 9/30/2000 $10,578 $10,624 $10,230 10/31/2000 $10,715 $10,740 $10,247 11/30/2000 $10,812 $10,821 $10,253 12/31/2000 $11,158 $11,089 $10,247 1/31/2001 $11,188 $11,198 $10,312 2/28/2001 $11,235 $11,234 $10,353 3/31/2001 $11,307 $11,334 $10,377 4/30/2001 $11,144 $11,212 $10,418 5/31/2001 $11,244 $11,332 $10,465 6/30/2001 $11,341 $11,408 $10,483 7/31/2001 $11,512 $11,577 $10,453 8/31/2001 $11,692 $11,768 $10,453 9/30/2001 $11,641 $11,729 $10,501 10/31/2001 $11,763 $11,868 $10,465 11/30/2001 $11,682 $11,768 $10,448 12/31/2001 $11,545 $11,657 $10,406 1/31/2002 $11,706 $11,859 $10,430 2/28/2002 $11,814 $12,002 $10,471 3/31/2002 $11,607 $11,767 $10,530 4/30/2002 $11,770 $11,997 $10,589 5/31/2002 $11,874 $12,070 $10,589 6/30/2002 $11,955 $12,197 $10,595 7/31/2002 $12,100 $12,354 $10,607 8/31/2002 $12,234 $12,503 $10,642 9/30/2002 $12,512 $12,776 $10,660 10/31/2002 $12,275 $12,565 $10,677 11/30/2002 $12,221 $12,512 $10,677 12/31/2002 $12,471 $12,776 $10,654 1/31/2003 $12,449 $12,744 $10,701 2/28/2003 $12,601 $12,922 $10,783 3/31/2003 $12,634 $12,930 $10,848 4/30/2003 $12,738 $13,015 $10,824 5/31/2003 $13,031 $13,320 $10,807 6/30/2003 $12,985 $13,263 $10,819 7/31/2003 $12,482 $12,799 $10,830 8/31/2003 $12,575 $12,895 $10,872 9/30/2003 $12,883 $13,274 $10,907 10/31/2003 $12,828 $13,207 $10,895 11/30/2003 $12,952 $13,345 $10,866 12/31/2003 $13,060 $13,455 $10,854 1/31/2004 $13,134 $13,532 $10,907 2/29/2004 $13,312 $13,736 $10,966 3/31/2004 $13,300 $13,688 $11,037 4/30/2004 $12,979 $13,364 $11,072 5/31/2004 $12,912 $13,315 $11,137 6/30/2004 $12,931 $13,364 $11,172 7/31/2004 $13,094 $13,540 $11,154 8/31/2004 $13,314 $13,811 $11,160 9/30/2004 $13,411 $13,884 $11,184 10/31/2004 $13,508 $14,004 $11,243 11/30/2004 $13,405 $13,888 $11,249 12/31/2004 $13,559 $14,058 $11,207 1/31/2005 $13,712 $14,189 $11,231 2/28/2005 $13,675 $14,142 $11,296 3/31/2005 $13,638 $14,053 $11,384 4/30/2005 $13,847 $14,274 $11,461 5/31/2005 $13,937 $14,375 $11,449 6/30/2005 $13,992 $14,464 $11,455 7/31/2005 $13,918 $14,399 $11,508 8/31/2005 $14,042 $14,544 $11,567 9/30/2005 $13,933 $14,446 $11,708 10/31/2005 $13,834 $14,359 $11,731 11/30/2005 $13,902 $14,428 $11,637 12/31/2005 $14,014 $14,552 $11,590 1/31/2006 $14,018 $14,591 $11,678 2/28/2006 $14,102 $14,689 $11,702 3/31/2006 $14,006 $14,588 $11,767 4/30/2006 $14,024 $14,583 $11,867 5/31/2006 $14,055 $14,648 $11,926 6/30/2006 $14,001 $14,592 $11,949 7/31/2006 $14,140 $14,766 $11,985 8/31/2006 $14,338 $14,985 $12,008 9/30/2006 $14,427 $15,089 $11,949 10/31/2006 $14,495 $15,184 $11,885 11/30/2006 $14,608 $15,311 $11,867 12/31/2006 $14,555 $15,257 $11,885 1/31/2007 $14,515 $15,217 $11,921 2/28/2007 $14,676 $15,418 $11,985 3/31/2007 $14,626 $15,380 $12,094 4/30/2007 $14,657 $15,426 $12,172 5/31/2007 $14,592 $15,357 $12,247 6/30/2007 $14,511 $15,278 $12,270 7/31/2007 $14,605 $15,396 $12,267 8/31/2007 $14,500 $15,330 $12,245 9/30/2007 $14,693 $15,557 $12,279 10/31/2007 $14,752 $15,626 $12,305 11/30/2007 $14,845 $15,726 $12,378 12/31/2007 $14,889 $15,769 $12,370 1/31/2008 $14,956 $15,968 $12,431 2/29/2008 $14,256 $15,237 $12,467 3/31/2008 $14,667 $15,672 $12,575 4/30/2008 $14,912 $15,856 $12,652 5/31/2008 $14,983 $15,952 $12,758 6/30/2008 $14,797 $15,771 $12,887 7/31/2008 $14,830 $15,831 $12,954 8/31/2008 $14,928 $16,017 $12,903 9/30/2008 $14,201 $15,265 $12,885 10/31/2008 $14,043 $15,110 $12,755 11/30/2008 $13,920 $15,158 $12,510 12/31/2008 $13,942 $15,379 $12,381 1/31/2009 $14,300 $15,942 $12,435 2/28/2009 $14,461 $16,025 $12,497 3/31/2009 $14,472 $16,028 $12,527 4/30/2009 $14,819 $16,349 $12,558 5/31/2009 $14,946 $16,522 $12,595 6/30/2009 $14,847 $16,367 $12,703 7/31/2009 $15,000 $16,641 $12,683 8/31/2009 $15,354 $16,925 $12,711 9/30/2009 $15,961 $17,532 $12,719 10/31/2009 $15,649 $17,164 $12,731 11/30/2009 $15,722 $17,306 $12,740 12/31/2009 $15,810 $17,365 $12,718 1/31/2010 $15,831 $17,455 $12,761 2/28/2010 $15,915 $17,624 $12,764 Annual Report | 23 Performance Summary (CONTINUED) AVERAGE ANNUAL TOTAL RETURN ADVISOR CLASS(8) 2/28/10 - ---------------- ------- 1-Year +10.73% 5-Year +3.65% 10-Year +5.34% (PERFORMANCE GRAPH) ADVISOR CLASS (3/1/00-2/28/10)(8) FRANKLIN MASSACHUSETTS TAX- FREE INCOME FUND - BARCLAYS CAPITAL DATE ADVISOR CLASS MUNICIPAL BOND INDEX CPI - ------------- --------------------------- -------------------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,238 $10,218 $10,082 4/30/2000 $10,163 $10,158 $10,088 5/31/2000 $10,070 $10,105 $10,100 6/30/2000 $10,368 $10,373 $10,153 7/31/2000 $10,555 $10,518 $10,177 8/31/2000 $10,696 $10,680 $10,177 9/30/2000 $10,616 $10,624 $10,230 10/31/2000 $10,759 $10,740 $10,247 11/30/2000 $10,862 $10,821 $10,253 12/31/2000 $11,206 $11,089 $10,247 1/31/2001 $11,252 $11,198 $10,312 2/28/2001 $11,294 $11,234 $10,353 3/31/2001 $11,373 $11,334 $10,377 4/30/2001 $11,213 $11,212 $10,418 5/31/2001 $11,319 $11,332 $10,465 6/30/2001 $11,433 $11,408 $10,483 7/31/2001 $11,602 $11,577 $10,453 8/31/2001 $11,799 $11,768 $10,453 9/30/2001 $11,743 $11,729 $10,501 10/31/2001 $11,882 $11,868 $10,465 11/30/2001 $11,796 $11,768 $10,448 12/31/2001 $11,672 $11,657 $10,406 1/31/2002 $11,831 $11,859 $10,430 2/28/2002 $11,957 $12,002 $10,471 3/31/2002 $11,751 $11,767 $10,530 4/30/2002 $11,913 $11,997 $10,589 5/31/2002 $12,024 $12,070 $10,589 6/30/2002 $12,112 $12,197 $10,595 7/31/2002 $12,256 $12,354 $10,607 8/31/2002 $12,408 $12,503 $10,642 9/30/2002 $12,686 $12,776 $10,660 10/31/2002 $12,461 $12,565 $10,677 11/30/2002 $12,411 $12,512 $10,677 12/31/2002 $12,673 $12,776 $10,654 1/31/2003 $12,656 $12,744 $10,701 2/28/2003 $12,816 $12,922 $10,783 3/31/2003 $12,857 $12,930 $10,848 4/30/2003 $12,968 $13,015 $10,824 5/31/2003 $13,275 $13,320 $10,807 6/30/2003 $13,224 $13,263 $10,819 7/31/2003 $12,715 $12,799 $10,830 8/31/2003 $12,815 $12,895 $10,872 9/30/2003 $13,138 $13,274 $10,907 10/31/2003 $13,088 $13,207 $10,895 11/30/2003 $13,233 $13,345 $10,866 12/31/2003 $13,339 $13,455 $10,854 1/31/2004 $13,432 $13,532 $10,907 2/29/2004 $13,610 $13,736 $10,966 3/31/2004 $13,603 $13,688 $11,037 4/30/2004 $13,279 $13,364 $11,072 5/31/2004 $13,217 $13,315 $11,137 6/30/2004 $13,242 $13,364 $11,172 7/31/2004 $13,417 $13,540 $11,154 8/31/2004 $13,650 $13,811 $11,160 9/30/2004 $13,745 $13,884 $11,184 10/31/2004 $13,863 $14,004 $11,243 11/30/2004 $13,751 $13,888 $11,249 12/31/2004 $13,929 $14,058 $11,207 1/31/2005 $14,082 $14,189 $11,231 2/28/2005 $14,061 $14,142 $11,296 3/31/2005 $14,018 $14,053 $11,384 4/30/2005 $14,241 $14,274 $11,461 5/31/2005 $14,341 $14,375 $11,449 6/30/2005 $14,416 $14,464 $11,455 7/31/2005 $14,335 $14,399 $11,508 8/31/2005 $14,482 $14,544 $11,567 9/30/2005 $14,363 $14,446 $11,708 10/31/2005 $14,279 $14,359 $11,731 11/30/2005 $14,344 $14,428 $11,637 12/31/2005 $14,467 $14,552 $11,590 1/31/2006 $14,477 $14,591 $11,678 2/28/2006 $14,583 $14,689 $11,702 3/31/2006 $14,479 $14,588 $11,767 4/30/2006 $14,503 $14,583 $11,867 5/31/2006 $14,543 $14,648 $11,926 6/30/2006 $14,494 $14,592 $11,949 7/31/2006 $14,658 $14,766 $11,985 8/31/2006 $14,859 $14,985 $12,008 9/30/2006 $14,958 $15,089 $11,949 10/31/2006 $15,036 $15,184 $11,885 11/30/2006 $15,161 $15,311 $11,867 12/31/2006 $15,113 $15,257 $11,885 1/31/2007 $15,065 $15,217 $11,921 2/28/2007 $15,253 $15,418 $11,985 3/31/2007 $15,208 $15,380 $12,094 4/30/2007 $15,248 $15,426 $12,172 5/31/2007 $15,186 $15,357 $12,247 6/30/2007 $15,108 $15,278 $12,270 7/31/2007 $15,214 $15,396 $12,267 8/31/2007 $15,111 $15,330 $12,245 9/30/2007 $15,320 $15,557 $12,279 10/31/2007 $15,389 $15,626 $12,305 11/30/2007 $15,494 $15,726 $12,378 12/31/2007 $15,548 $15,769 $12,370 1/31/2008 $15,626 $15,968 $12,431 2/29/2008 $14,896 $15,237 $12,467 3/31/2008 $15,336 $15,672 $12,575 4/30/2008 $15,588 $15,856 $12,652 5/31/2008 $15,684 $15,952 $12,758 6/30/2008 $15,495 $15,771 $12,887 7/31/2008 $15,537 $15,831 $12,954 8/31/2008 $15,634 $16,017 $12,903 9/30/2008 $14,887 $15,265 $12,885 10/31/2008 $14,727 $15,110 $12,755 11/30/2008 $14,617 $15,158 $12,510 12/31/2008 $14,647 $15,379 $12,381 1/31/2009 $15,018 $15,942 $12,435 2/28/2009 $15,195 $16,025 $12,497 3/31/2009 $15,215 $16,028 $12,527 4/30/2009 $15,589 $16,349 $12,558 5/31/2009 $15,717 $16,522 $12,595 6/30/2009 $15,620 $16,367 $12,703 7/31/2009 $15,791 $16,641 $12,683 8/31/2009 $16,174 $16,925 $12,711 9/30/2009 $16,813 $17,532 $12,719 10/31/2009 $16,505 $17,164 $12,731 11/30/2009 $16,578 $17,306 $12,740 12/31/2009 $16,694 $17,365 $12,718 1/31/2010 $16,712 $17,455 $12,761 2/28/2010 $16,823 $17,624 $12,764 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. 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 2/28/10. (5.) Taxable equivalent distribution rate and yield assume the published rates as of 12/24/09 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.) The 30-day standardized yield for the month ended 2/28/10 reflects an estimated yield to maturity (assuming all portfolio securities are held to maturity). It should be regarded as an estimate of the Fund's rate of investment income, and it may not equal the Fund's actual income distribution rate (which reflects the Fund's past dividends paid to shareholders) or the income reported in the Fund's financial statements. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. In periods of market volatility, assets may decline significantly, causing total annual Fund operating expenses to become higher than the figures shown. (8.) Effective 7/1/09, 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 7/1/09, 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 6/30/09, actual Advisor Class performance is used reflecting all charges and fees applicable to that class. Since 7/1/09 (commencement of sales), the cumulative total return of Advisor Class shares was +7.69%. (9.) Source: (C) 2010 Morningstar. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. To be included in the index, bonds must be fixed rate, have at least one year to final maturity and be rated investment grade (Baa3/BBB- or higher) by at least two of the following agencies: Moody's, Standard & Poor's or Fitch. The Consumer Price Index (CPI), calculated by the U.S. Bureau of Labor Statistics, is a commonly used measure of the inflation rate. 24 | Annual Report 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. Annual Report | 25 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 9/1/09 VALUE 2/28/10 PERIOD* 9/1/09-2/28/10 ----------------- -------------- ---------------------- CLASS A Actual $1,000 $1,038.70 $3.34 Hypothetical (5% return before expenses) $1,000 $1,021.52 $3.31 CLASS C Actual $1,000 $1.036.60 $6.11 Hypothetical (5% return before expenses) $1,000 $1,018.79 $6.06 ADVISOR CLASS Actual $1,000 $1,040.10 $2.83 Hypothetical (5% return before expenses) $1,000 $1,022.02 $2.81 * Expenses are calculated using the most recent six-month expense ratio, annualized for each class (A: 0.66%; C: 1.21% and Advisor: 0.56%), multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. 26 | Annual Report Franklin Michigan 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 Based on Total Long-Term Investments as of 2/28/10** (PIE CHART) AAA ........................... 41.9% AA ............................ 17.4% A ............................. 32.1% BBB ........................... 1.4% Below Investment Grade ........ 1.3% Not Rated by S&P .............. 5.9% * 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. The letter ratings are provided to indicate creditworthiness of the Fund's bond holdings and generally can range from AAA or Aaa (highest) to Below Investment Grade (lowest). ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa 1.2% 1.6% AA or Aa 0.7% 0.1% A 1.9% 0.1% Below Investment Grade 0.3% -- --- --- Total 4.1% 1.8% === === We are pleased to bring you Franklin Michigan Tax-Free Income Fund's annual report for the fiscal year ended February 28, 2010. (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 90. Annual Report | 27 DIVIDEND DISTRIBUTIONS* Franklin Michigan Tax-Free Income Fund DIVIDEND PER SHARE ------------------------------------------------------- MONTH CLASS A CLASS B CLASS C ADVISOR CLASS - ----- ---------- ---------- ---------- ------------- March 2009 4.26 cents 3.74 cents 3.74 cents 4.35 cents April 2009 4.26 cents 3.74 cents 3.74 cents 4.35 cents May 2009 4.26 cents 3.74 cents 3.74 cents 4.35 cents June 2009 4.33 cents 3.80 cents 3.79 cents 4.43 cents July 2009 4.33 cents 3.80 cents 3.79 cents 4.43 cents August 2009 4.33 cents 3.80 cents 3.79 cents 4.43 cents September 2009 4.33 cents 3.79 cents 3.78 cents 4.42 cents October 2009 4.33 cents 3.79 cents 3.78 cents 4.42 cents November 2009 4.33 cents 3.79 cents 3.78 cents 4.42 cents December 2009 4.33 cents 3.76 cents 3.75 cents 4.44 cents January 2010 4.33 cents 3.76 cents 3.75 cents 4.44 cents February 2010 4.33 cents 3.76 cents 3.75 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. 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 $11.48 on February 28, 2009, to $11.97 on February 28, 2010. The Fund's Class A shares paid dividends totaling 51.73 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 4.16% based on an annualization of the current 4.33 cent per share dividend and the maximum offering price of $12.50 on February 28, 2010. An investor in the 2010 maximum combined effective federal and Michigan personal income tax bracket of 37.83% 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. (2.) All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. 28 | Annual Report PORTFOLIO BREAKDOWN Franklin Michigan Tax-Free Income Fund 2/28/10 % OF TOTAL LONG-TERM INVESTMENTS* -------------------- Prerefunded 28.0% General Obligation 22.8% Utilities 13.5% Hospital & Health Care 10.8% Higher Education 9.3% Subject to Government Appropriations 7.0% Transportation 4.3% Tax-Supported 3.2% Other Revenue 1.1% * Does not include short-term investments and other net assets. STATE UPDATE Michigan faced continued fiscal stress throughout the year under review as state officials struggled to restructure its economy and shift the job base due to the recession's impact, particularly on the auto industry. The state's employment declines outpaced the nation as a whole, with transportation equipment manufacturing the hardest hit. Michigan's unemployment rate was 14.1% compared with the 9.7% national rate in February 2010.(3) As job losses accelerated, workers began migrating out of the state, compounding its economic vulnerability. State officials, however, worked to create growth in new industries such as clean energy and electric cars. For example, General Motors (GM) and Ford diversified and invested in the state. GM spent $700 million at eight facilities to produce advanced batteries and new electric vehicles. Similarly, Ford invested $1 billion to build electric versions of existing models. Along with the rest of the country, Michigan struggled to reach operating fiscal balance as tax revenues declined significantly and economic and financial pressures continued. In an effort to close the widening budget gap, the American Recovery and Reinvestment Act provided some relief, as did one-time spending cuts. Furthermore, the governor made reductions in budget aid to schools, ordered furlough days for state employees and temporarily shut some state offices. Officials also sought to trim the budget by eliminating lifetime health care benefits for lawmakers who serve only six years. The governor proactively responded to economic challenges during the fiscal calendar through strong management practices. State officials conducted mid-year adjustments such as a consensus revenue estimating process and a reduction in expenditures in response to budget shortfalls. These timely budget practices helped restrain spending growth. In addition, the state's debt burden remained modest and per-capita debt ratios fell after years of increases. Michigan's net tax-supported debt as a percentage of personal income was 1.9% and debt per capita was $658, compared with the national medians of 2.1% and $739.(4) Independent credit rating agency Moody's Investors Service rated Michigan's general obligation bonds Aa3 with a negative outlook based on the state's lack of economic resiliency, which is likely to increase from further budget stress.(5) (3.) Source: Bureau of Labor Statistics. (4.) Source: Standard & Poor's, "U.S. Public Finance Report Card: State Debt Review: Significant Challenges Lie Ahead," RATINGSDIRECT 12/16/09. (5.) This does not indicate Moody's rating of the Fund. Annual Report | 29 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 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, 2010, 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 2/28/10 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 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.49 $11.97 $11.48 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.5173 CLASS B (SYMBOL: FBMIX) CHANGE 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.49 $12.03 $11.54 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.4525 CLASS C (SYMBOL: FRMTX) CHANGE 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.50 $12.11 $11.61 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.4515 ADVISOR CLASS (SYMBOL: N/A) CHANGE 2/28/10 2/28/09 - --------------------------- ------ ------- ------- Net Asset Value (NAV) +$0.50 $11.99 $11.49 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.5290 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) +8.92% +20.72% +67.53% Average Annual Total Return(2) +4.29% +2.94% +4.84% Avg. Ann. Total Return (3/31/10)(3) +4.02% +3.05% +4.62% Distribution Rate(4) 4.16% Taxable Equivalent Distribution Rate(5) 6.69% 30-Day Standardized Yield(6) 3.18% Taxable Equivalent Yield(5) 5.11% Total Annual Operating expenses(7) 0.63% CLASS B 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------- ------- Cumulative Total Return(1) +8.28% +17.46% +60.60% Average Annual Total Return(2) +4.28% +2.93% +4.85% Avg. Ann. Total Return (3/31/10)(3) +4.01% +3.03% +4.64% Distribution Rate(4) 3.77% Taxable Equivalent Distribution Rate(5) 6.06% 30-Day Standardized Yield(6) 2.78% Taxable Equivalent Yield(5) 4.47% Total Annual Operating expenses(7) 1.18% CLASS C 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------- ------- Cumulative Total Return(1) +8.31% +17.51% +58.64% Average Annual Total Return(2) +7.31% +3.28% +4.72% Avg. Ann. Total Return (3/31/10)(3) +7.04% +3.38% +4.50% Distribution Rate(4) 3.73% Taxable Equivalent Distribution Rate(5) 6.00% 30-Day Standardized Yield(6) 2.78% Taxable Equivalent Yield(5) 4.47% Total Annual Operating Expenses(7) 1.18% ADVISOR CLASS(8) 1-YEAR 5-YEAR 10-YEAR - ---------------- ------ ------- ------- Cumulative Total Return(1) +9.11% +21.10% +68.06% Average Annual Total Return(2) +9.11% +3.90% +5.33% Avg. Ann. Total Return (3/31/10)(3) +8.84% +4.01% +5.11% Distribution Rate(4) 4.42% Taxable Equivalent Distribution Rate(5) 7.11% 30-Day Standardized Yield(6) 3.49% Taxable Equivalent Yield(5) 5.61% 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, GO TO 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 2/28/10 - ------- ------- 1-Year +4.29% 5-Year +2.94% 10-Year +4.84% CLASS A (3/1/00-2/28/10) (PERFORMANCE GRAPH) FRANKLIN MICHIGAN TAX-FREE BARCLAYS CAPITAL DATE INCOME FUND - CLASS A MUNICIPAL BOND INDEX CPI - ------------- -------------------------- -------------------- -------- 3/1/2000 $ 9,575 $10,000 $10,000 3/31/2000 $ 9,776 $10,218 $10,082 4/30/2000 $ 9,727 $10,158 $10,088 5/31/2000 $ 9,678 $10,105 $10,100 6/30/2000 $ 9,925 $10,373 $10,153 7/31/2000 $10,061 $10,518 $10,177 8/31/2000 $10,208 $10,680 $10,177 9/30/2000 $10,154 $10,624 $10,230 10/31/2000 $10,251 $10,740 $10,247 11/30/2000 $10,319 $10,821 $10,253 12/31/2000 $10,581 $11,089 $10,247 1/31/2001 $10,650 $11,198 $10,312 2/28/2001 $10,699 $11,234 $10,353 3/31/2001 $10,799 $11,334 $10,377 4/30/2001 $10,702 $11,212 $10,418 5/31/2001 $10,800 $11,332 $10,465 6/30/2001 $10,869 $11,408 $10,483 7/31/2001 $11,024 $11,577 $10,453 8/31/2001 $11,177 $11,768 $10,453 9/30/2001 $11,147 $11,729 $10,501 10/31/2001 $11,274 $11,868 $10,465 11/30/2001 $11,189 $11,768 $10,448 12/31/2001 $11,089 $11,657 $10,406 1/31/2002 $11,281 $11,859 $10,430 2/28/2002 $11,388 $12,002 $10,471 3/31/2002 $11,176 $11,767 $10,530 4/30/2002 $11,372 $11,997 $10,589 5/31/2002 $11,427 $12,070 $10,589 6/30/2002 $11,527 $12,197 $10,595 7/31/2002 $11,668 $12,354 $10,607 8/31/2002 $11,789 $12,503 $10,642 9/30/2002 $12,034 $12,776 $10,660 10/31/2002 $11,881 $12,565 $10,677 11/30/2002 $11,848 $12,512 $10,677 12/31/2002 $12,087 $12,776 $10,654 1/31/2003 $12,066 $12,744 $10,701 2/28/2003 $12,204 $12,922 $10,783 3/31/2003 $12,235 $12,930 $10,848 4/30/2003 $12,330 $13,015 $10,824 5/31/2003 $12,622 $13,320 $10,807 6/30/2003 $12,577 $13,263 $10,819 7/31/2003 $12,136 $12,799 $10,830 8/31/2003 $12,210 $12,895 $10,872 9/30/2003 $12,497 $13,274 $10,907 10/31/2003 $12,463 $13,207 $10,895 11/30/2003 $12,597 $13,345 $10,866 12/31/2003 $12,686 $13,455 $10,854 1/31/2004 $12,773 $13,532 $10,907 2/29/2004 $12,948 $13,736 $10,966 3/31/2004 $12,893 $13,688 $11,037 4/30/2004 $12,597 $13,364 $11,072 5/31/2004 $12,563 $13,315 $11,137 6/30/2004 $12,568 $13,364 $11,172 7/31/2004 $12,709 $13,540 $11,154 8/31/2004 $12,915 $13,811 $11,160 9/30/2004 $12,983 $13,884 $11,184 10/31/2004 $13,105 $14,004 $11,243 11/30/2004 $12,994 $13,888 $11,249 12/31/2004 $13,171 $14,058 $11,207 1/31/2005 $13,303 $14,189 $11,231 2/28/2005 $13,288 $14,142 $11,296 3/31/2005 $13,220 $14,053 $11,384 4/30/2005 $13,385 $14,274 $11,461 5/31/2005 $13,503 $14,375 $11,449 6/30/2005 $13,564 $14,464 $11,455 7/31/2005 $13,536 $14,399 $11,508 8/31/2005 $13,641 $14,544 $11,567 9/30/2005 $13,569 $14,446 $11,708 10/31/2005 $13,518 $14,359 $11,731 11/30/2005 $13,581 $14,428 $11,637 12/31/2005 $13,676 $14,552 $11,590 1/31/2006 $13,699 $14,591 $11,678 2/28/2006 $13,789 $14,689 $11,702 3/31/2006 $13,720 $14,588 $11,767 4/30/2006 $13,736 $14,583 $11,867 5/31/2006 $13,777 $14,648 $11,926 6/30/2006 $13,712 $14,592 $11,949 7/31/2006 $13,866 $14,766 $11,985 8/31/2006 $14,031 $14,985 $12,008 9/30/2006 $14,114 $15,089 $11,949 10/31/2006 $14,189 $15,184 $11,885 11/30/2006 $14,295 $15,311 $11,867 12/31/2006 $14,254 $15,257 $11,885 1/31/2007 $14,236 $15,217 $11,921 2/28/2007 $14,389 $15,418 $11,985 3/31/2007 $14,374 $15,380 $12,094 4/30/2007 $14,402 $15,426 $12,172 5/31/2007 $14,360 $15,357 $12,247 6/30/2007 $14,325 $15,278 $12,270 7/31/2007 $14,424 $15,396 $12,267 8/31/2007 $14,403 $15,330 $12,245 9/30/2007 $14,574 $15,557 $12,279 10/31/2007 $14,628 $15,626 $12,305 11/30/2007 $14,727 $15,726 $12,378 12/31/2007 $14,779 $15,769 $12,370 1/31/2008 $14,916 $15,968 $12,431 2/29/2008 $14,380 $15,237 $12,467 3/31/2008 $14,728 $15,672 $12,575 4/30/2008 $14,902 $15,856 $12,652 5/31/2008 $14,981 $15,952 $12,758 6/30/2008 $14,847 $15,771 $12,887 7/31/2008 $14,888 $15,831 $12,954 8/31/2008 $15,017 $16,017 $12,903 9/30/2008 $14,154 $15,265 $12,885 10/31/2008 $14,173 $15,110 $12,755 11/30/2008 $14,162 $15,158 $12,510 12/31/2008 $14,345 $15,379 $12,381 1/31/2009 $14,614 $15,942 $12,435 2/28/2009 $14,729 $16,025 $12,497 3/31/2009 $14,762 $16,028 $12,527 4/30/2009 $14,994 $16,349 $12,558 5/31/2009 $15,154 $16,522 $12,595 6/30/2009 $15,119 $16,367 $12,703 7/31/2009 $15,293 $16,641 $12,683 8/31/2009 $15,545 $16,925 $12,711 9/30/2009 $16,033 $17,532 $12,719 10/31/2009 $15,777 $17,164 $12,731 11/30/2009 $15,780 $17,306 $12,740 12/31/2009 $15,890 $17,365 $12,718 1/31/2010 $15,909 $17,455 $12,761 2/28/2010 $16,047 $17,624 $12,764 AVERAGE ANNUAL TOTAL RETURN CLASS B 2/28/10 - ------- ------- 1-Year +4.28% 5-Year +2.93% 10-Year +4.85% CLASS B (3/1/00-2/28/10) (PERFORMANCE GRAPH) FRANKLIN MICHIGAN TAX-FREE BARCLAYS CAPITAL DATE INCOME FUND - CLASS B MUNICIPAL BOND INDEX CPI - ------------- -------------------------- -------------------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,196 $10,218 $10,082 4/30/2000 $10,140 $10,158 $10,088 5/31/2000 $10,093 $10,105 $10,100 6/30/2000 $10,345 $10,373 $10,153 7/31/2000 $10,482 $10,518 $10,177 8/31/2000 $10,629 $10,680 $10,177 9/30/2000 $10,578 $10,624 $10,230 10/31/2000 $10,673 $10,740 $10,247 11/30/2000 $10,739 $10,821 $10,253 12/31/2000 $11,006 $11,089 $10,247 1/31/2001 $11,082 $11,198 $10,312 2/28/2001 $11,128 $11,234 $10,353 3/31/2001 $11,217 $11,334 $10,377 4/30/2001 $11,120 $11,212 $10,418 5/31/2001 $11,216 $11,332 $10,465 6/30/2001 $11,282 $11,408 $10,483 7/31/2001 $11,437 $11,577 $10,453 8/31/2001 $11,590 $11,768 $10,453 9/30/2001 $11,563 $11,729 $10,501 10/31/2001 $11,680 $11,868 $10,465 11/30/2001 $11,587 $11,768 $10,448 12/31/2001 $11,477 $11,657 $10,406 1/31/2002 $11,671 $11,859 $10,430 2/28/2002 $11,775 $12,002 $10,471 3/31/2002 $11,551 $11,767 $10,530 4/30/2002 $11,747 $11,997 $10,589 5/31/2002 $11,799 $12,070 $10,589 6/30/2002 $11,896 $12,197 $10,595 7/31/2002 $12,046 $12,354 $10,607 8/31/2002 $12,164 $12,503 $10,642 9/30/2002 $12,411 $12,776 $10,660 10/31/2002 $12,237 $12,565 $10,677 11/30/2002 $12,208 $12,512 $10,677 12/31/2002 $12,448 $12,776 $10,654 1/31/2003 $12,420 $12,744 $10,701 2/28/2003 $12,557 $12,922 $10,783 3/31/2003 $12,582 $12,930 $10,848 4/30/2003 $12,673 $13,015 $10,824 5/31/2003 $12,976 $13,320 $10,807 6/30/2003 $12,925 $13,263 $10,819 7/31/2003 $12,458 $12,799 $10,830 8/31/2003 $12,528 $12,895 $10,872 9/30/2003 $12,815 $13,274 $10,907 10/31/2003 $12,774 $13,207 $10,895 11/30/2003 $12,905 $13,345 $10,866 12/31/2003 $12,990 $13,455 $10,854 1/31/2004 $13,084 $13,532 $10,907 2/29/2004 $13,246 $13,736 $10,966 3/31/2004 $13,195 $13,688 $11,037 4/30/2004 $12,888 $13,364 $11,072 5/31/2004 $12,836 $13,315 $11,137 6/30/2004 $12,845 $13,364 $11,172 7/31/2004 $12,983 $13,540 $11,154 8/31/2004 $13,186 $13,811 $11,160 9/30/2004 $13,250 $13,884 $11,184 10/31/2004 $13,357 $14,004 $11,243 11/30/2004 $13,250 $13,888 $11,249 12/31/2004 $13,412 $14,058 $11,207 1/31/2005 $13,551 $14,189 $11,231 2/28/2005 $13,519 $14,142 $11,296 3/31/2005 $13,444 $14,053 $11,384 4/30/2005 $13,616 $14,274 $11,461 5/31/2005 $13,728 $14,375 $11,449 6/30/2005 $13,783 $14,464 $11,455 7/31/2005 $13,749 $14,399 $11,508 8/31/2005 $13,849 $14,544 $11,567 9/30/2005 $13,770 $14,446 $11,708 10/31/2005 $13,712 $14,359 $11,731 11/30/2005 $13,769 $14,428 $11,637 12/31/2005 $13,847 $14,552 $11,590 1/31/2006 $13,865 $14,591 $11,678 2/28/2006 $13,961 $14,689 $11,702 3/31/2006 $13,885 $14,588 $11,767 4/30/2006 $13,883 $14,583 $11,867 5/31/2006 $13,929 $14,648 $11,926 6/30/2006 $13,858 $14,592 $11,949 7/31/2006 $13,995 $14,766 $11,985 8/31/2006 $14,166 $14,985 $12,008 9/30/2006 $14,243 $15,089 $11,949 10/31/2006 $14,312 $15,184 $11,885 11/30/2006 $14,412 $15,311 $11,867 12/31/2006 $14,364 $15,257 $11,885 1/31/2007 $14,340 $15,217 $11,921 2/28/2007 $14,486 $15,418 $11,985 3/31/2007 $14,465 $15,380 $12,094 4/30/2007 $14,485 $15,426 $12,172 5/31/2007 $14,436 $15,357 $12,247 6/30/2007 $14,396 $15,278 $12,270 7/31/2007 $14,488 $15,396 $12,267 8/31/2007 $14,460 $15,330 $12,245 9/30/2007 $14,625 $15,557 $12,279 10/31/2007 $14,672 $15,626 $12,305 11/30/2007 $14,764 $15,726 $12,378 12/31/2007 $14,809 $15,769 $12,370 1/31/2008 $14,939 $15,968 $12,431 2/29/2008 $14,399 $15,237 $12,467 3/31/2008 $14,748 $15,672 $12,575 4/30/2008 $14,922 $15,856 $12,652 5/31/2008 $15,000 $15,952 $12,758 6/30/2008 $14,867 $15,771 $12,887 7/31/2008 $14,908 $15,831 $12,954 8/31/2008 $15,035 $16,017 $12,903 9/30/2008 $14,173 $15,265 $12,885 10/31/2008 $14,191 $15,110 $12,755 11/30/2008 $14,177 $15,158 $12,510 12/31/2008 $14,364 $15,379 $12,381 1/31/2009 $14,632 $15,942 $12,435 2/28/2009 $14,747 $16,025 $12,497 3/31/2009 $14,782 $16,028 $12,527 4/30/2009 $15,015 $16,349 $12,558 5/31/2009 $15,172 $16,522 $12,595 6/30/2009 $15,141 $16,367 $12,703 7/31/2009 $15,315 $16,641 $12,683 8/31/2009 $15,567 $16,925 $12,711 9/30/2009 $16,056 $17,532 $12,719 10/31/2009 $15,798 $17,164 $12,731 11/30/2009 $15,803 $17,306 $12,740 12/31/2009 $15,913 $17,365 $12,718 1/31/2010 $15,929 $17,455 $12,761 2/28/2010 $16,060 $17,624 $12,764 Annual Report | 33 Performance Summary (CONTINUED) AVERAGE ANNUAL TOTAL RETURN CLASS C 2/28/10 - ------- ------- 1-Year +7.31% 5-Year +3.28% 10-Year +4.72% CLASS C (3/1/00-2/28/10) (PERFORMANCE GRAPH) FRANKLIN MICHIGAN TAX-FREE BARCLAYS CAPITAL DATE INCOME FUND - CLASS C MUNICIPAL BOND INDEX CPI - ------------- -------------------------- -------------------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,204 $10,218 $10,082 4/30/2000 $10,139 $10,158 $10,088 5/31/2000 $10,093 $10,105 $10,100 6/30/2000 $10,343 $10,373 $10,153 7/31/2000 $10,480 $10,518 $10,177 8/31/2000 $10,627 $10,680 $10,177 9/30/2000 $10,566 $10,624 $10,230 10/31/2000 $10,661 $10,740 $10,247 11/30/2000 $10,736 $10,821 $10,253 12/31/2000 $10,992 $11,089 $10,247 1/31/2001 $11,068 $11,198 $10,312 2/28/2001 $11,114 $11,234 $10,353 3/31/2001 $11,202 $11,334 $10,377 4/30/2001 $11,106 $11,212 $10,418 5/31/2001 $11,193 $11,332 $10,465 6/30/2001 $11,267 $11,408 $10,483 7/31/2001 $11,422 $11,577 $10,453 8/31/2001 $11,574 $11,768 $10,453 9/30/2001 $11,547 $11,729 $10,501 10/31/2001 $11,663 $11,868 $10,465 11/30/2001 $11,571 $11,768 $10,448 12/31/2001 $11,462 $11,657 $10,406 1/31/2002 $11,654 $11,859 $10,430 2/28/2002 $11,758 $12,002 $10,471 3/31/2002 $11,535 $11,767 $10,530 4/30/2002 $11,730 $11,997 $10,589 5/31/2002 $11,782 $12,070 $10,589 6/30/2002 $11,878 $12,197 $10,595 7/31/2002 $12,027 $12,354 $10,607 8/31/2002 $12,145 $12,503 $10,642 9/30/2002 $12,391 $12,776 $10,660 10/31/2002 $12,228 $12,565 $10,677 11/30/2002 $12,189 $12,512 $10,677 12/31/2002 $12,429 $12,776 $10,654 1/31/2003 $12,401 $12,744 $10,701 2/28/2003 $12,538 $12,922 $10,783 3/31/2003 $12,563 $12,930 $10,848 4/30/2003 $12,654 $13,015 $10,824 5/31/2003 $12,955 $13,320 $10,807 6/30/2003 $12,904 $13,263 $10,819 7/31/2003 $12,438 $12,799 $10,830 8/31/2003 $12,507 $12,895 $10,872 9/30/2003 $12,802 $13,274 $10,907 10/31/2003 $12,751 $13,207 $10,895 11/30/2003 $12,891 $13,345 $10,866 12/31/2003 $12,975 $13,455 $10,854 1/31/2004 $13,057 $13,532 $10,907 2/29/2004 $13,230 $13,736 $10,966 3/31/2004 $13,168 $13,688 $11,037 4/30/2004 $12,863 $13,364 $11,072 5/31/2004 $12,811 $13,315 $11,137 6/30/2004 $12,821 $13,364 $11,172 7/31/2004 $12,957 $13,540 $11,154 8/31/2004 $13,159 $13,811 $11,160 9/30/2004 $13,223 $13,884 $11,184 10/31/2004 $13,340 $14,004 $11,243 11/30/2004 $13,222 $13,888 $11,249 12/31/2004 $13,394 $14,058 $11,207 1/31/2005 $13,521 $14,189 $11,231 2/28/2005 $13,500 $14,142 $11,296 3/31/2005 $13,425 $14,053 $11,384 4/30/2005 $13,585 $14,274 $11,461 5/31/2005 $13,707 $14,375 $11,449 6/30/2005 $13,763 $14,464 $11,455 7/31/2005 $13,729 $14,399 $11,508 8/31/2005 $13,828 $14,544 $11,567 9/30/2005 $13,749 $14,446 $11,708 10/31/2005 $13,680 $14,359 $11,731 11/30/2005 $13,737 $14,428 $11,637 12/31/2005 $13,826 $14,552 $11,590 1/31/2006 $13,844 $14,591 $11,678 2/28/2006 $13,939 $14,689 $11,702 3/31/2006 $13,863 $14,588 $11,767 4/30/2006 $13,862 $14,583 $11,867 5/31/2006 $13,907 $14,648 $11,926 6/30/2006 $13,836 $14,592 $11,949 7/31/2006 $13,972 $14,766 $11,985 8/31/2006 $14,142 $14,985 $12,008 9/30/2006 $14,218 $15,089 $11,949 10/31/2006 $14,287 $15,184 $11,885 11/30/2006 $14,386 $15,311 $11,867 12/31/2006 $14,350 $15,257 $11,885 1/31/2007 $14,314 $15,217 $11,921 2/28/2007 $14,460 $15,418 $11,985 3/31/2007 $14,438 $15,380 $12,094 4/30/2007 $14,459 $15,426 $12,172 5/31/2007 $14,422 $15,357 $12,247 6/30/2007 $14,369 $15,278 $12,270 7/31/2007 $14,461 $15,396 $12,267 8/31/2007 $14,434 $15,330 $12,245 9/30/2007 $14,597 $15,557 $12,279 10/31/2007 $14,644 $15,626 $12,305 11/30/2007 $14,735 $15,726 $12,378 12/31/2007 $14,780 $15,769 $12,370 1/31/2008 $14,920 $15,968 $12,431 2/29/2008 $14,371 $15,237 $12,467 3/31/2008 $14,721 $15,672 $12,575 4/30/2008 $14,886 $15,856 $12,652 5/31/2008 $14,957 $15,952 $12,758 6/30/2008 $14,805 $15,771 $12,887 7/31/2008 $14,851 $15,831 $12,954 8/31/2008 $14,972 $16,017 $12,903 9/30/2008 $14,114 $15,265 $12,885 10/31/2008 $14,113 $15,110 $12,755 11/30/2008 $14,095 $15,158 $12,510 12/31/2008 $14,282 $15,379 $12,381 1/31/2009 $14,528 $15,942 $12,435 2/28/2009 $14,648 $16,025 $12,497 3/31/2009 $14,673 $16,028 $12,527 4/30/2009 $14,896 $16,349 $12,558 5/31/2009 $15,046 $16,522 $12,595 6/30/2009 $15,005 $16,367 $12,703 7/31/2009 $15,168 $16,641 $12,683 8/31/2009 $15,409 $16,925 $12,711 9/30/2009 $15,893 $17,532 $12,719 10/31/2009 $15,622 $17,164 $12,731 11/30/2009 $15,618 $17,306 $12,740 12/31/2009 $15,731 $17,365 $12,718 1/31/2010 $15,742 $17,455 $12,761 2/28/2010 $15,864 $17,624 $12,764 AVERAGE ANNUAL TOTAL RETURN ADVISOR CLASS(8) 2/28/10 - ---------------- ------- 1-Year +9.11% 5-Year +3.90% 10-Year +5.33% ADVISOR CLASS (3/1/00-2/28/10)(8) (PERFORMANCE GRAPH) FRANKLIN MICHIGAN TAX-FREE BARCLAYS CAPITAL DATE INCOME FUND - ADVISOR CLASS MUNICIPAL BOND INDEX CPI - ------------- --------------------------- -------------------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,210 $10,218 $10,082 4/30/2000 $10,158 $10,158 $10,088 5/31/2000 $10,108 $10,105 $10,100 6/30/2000 $10,365 $10,373 $10,153 7/31/2000 $10,508 $10,518 $10,177 8/31/2000 $10,661 $10,680 $10,177 9/30/2000 $10,605 $10,624 $10,230 10/31/2000 $10,706 $10,740 $10,247 11/30/2000 $10,777 $10,821 $10,253 12/31/2000 $11,050 $11,089 $10,247 1/31/2001 $11,123 $11,198 $10,312 2/28/2001 $11,174 $11,234 $10,353 3/31/2001 $11,279 $11,334 $10,377 4/30/2001 $11,177 $11,212 $10,418 5/31/2001 $11,280 $11,332 $10,465 6/30/2001 $11,351 $11,408 $10,483 7/31/2001 $11,513 $11,577 $10,453 8/31/2001 $11,673 $11,768 $10,453 9/30/2001 $11,641 $11,729 $10,501 10/31/2001 $11,775 $11,868 $10,465 11/30/2001 $11,686 $11,768 $10,448 12/31/2001 $11,581 $11,657 $10,406 1/31/2002 $11,782 $11,859 $10,430 2/28/2002 $11,893 $12,002 $10,471 3/31/2002 $11,672 $11,767 $10,530 4/30/2002 $11,877 $11,997 $10,589 5/31/2002 $11,935 $12,070 $10,589 6/30/2002 $12,038 $12,197 $10,595 7/31/2002 $12,186 $12,354 $10,607 8/31/2002 $12,312 $12,503 $10,642 9/30/2002 $12,568 $12,776 $10,660 10/31/2002 $12,408 $12,565 $10,677 11/30/2002 $12,373 $12,512 $10,677 12/31/2002 $12,624 $12,776 $10,654 1/31/2003 $12,601 $12,744 $10,701 2/28/2003 $12,746 $12,922 $10,783 3/31/2003 $12,778 $12,930 $10,848 4/30/2003 $12,878 $13,015 $10,824 5/31/2003 $13,182 $13,320 $10,807 6/30/2003 $13,136 $13,263 $10,819 7/31/2003 $12,675 $12,799 $10,830 8/31/2003 $12,752 $12,895 $10,872 9/30/2003 $13,051 $13,274 $10,907 10/31/2003 $13,016 $13,207 $10,895 11/30/2003 $13,156 $13,345 $10,866 12/31/2003 $13,249 $13,455 $10,854 1/31/2004 $13,340 $13,532 $10,907 2/29/2004 $13,522 $13,736 $10,966 3/31/2004 $13,465 $13,688 $11,037 4/30/2004 $13,157 $13,364 $11,072 5/31/2004 $13,121 $13,315 $11,137 6/30/2004 $13,126 $13,364 $11,172 7/31/2004 $13,273 $13,540 $11,154 8/31/2004 $13,488 $13,811 $11,160 9/30/2004 $13,560 $13,884 $11,184 10/31/2004 $13,686 $14,004 $11,243 11/30/2004 $13,571 $13,888 $11,249 12/31/2004 $13,756 $14,058 $11,207 1/31/2005 $13,894 $14,189 $11,231 2/28/2005 $13,878 $14,142 $11,296 3/31/2005 $13,807 $14,053 $11,384 4/30/2005 $13,980 $14,274 $11,461 5/31/2005 $14,102 $14,375 $11,449 6/30/2005 $14,166 $14,464 $11,455 7/31/2005 $14,137 $14,399 $11,508 8/31/2005 $14,247 $14,544 $11,567 9/30/2005 $14,171 $14,446 $11,708 10/31/2005 $14,118 $14,359 $11,731 11/30/2005 $14,183 $14,428 $11,637 12/31/2005 $14,283 $14,552 $11,590 1/31/2006 $14,307 $14,591 $11,678 2/28/2006 $14,401 $14,689 $11,702 3/31/2006 $14,329 $14,588 $11,767 4/30/2006 $14,346 $14,583 $11,867 5/31/2006 $14,389 $14,648 $11,926 6/30/2006 $14,320 $14,592 $11,949 7/31/2006 $14,481 $14,766 $11,985 8/31/2006 $14,654 $14,985 $12,008 9/30/2006 $14,740 $15,089 $11,949 10/31/2006 $14,819 $15,184 $11,885 11/30/2006 $14,930 $15,311 $11,867 12/31/2006 $14,887 $15,257 $11,885 1/31/2007 $14,868 $15,217 $11,921 2/28/2007 $15,028 $15,418 $11,985 3/31/2007 $15,012 $15,380 $12,094 4/30/2007 $15,041 $15,426 $12,172 5/31/2007 $14,997 $15,357 $12,247 6/30/2007 $14,961 $15,278 $12,270 7/31/2007 $15,064 $15,396 $12,267 8/31/2007 $15,042 $15,330 $12,245 9/30/2007 $15,221 $15,557 $12,279 10/31/2007 $15,278 $15,626 $12,305 11/30/2007 $15,381 $15,726 $12,378 12/31/2007 $15,435 $15,769 $12,370 1/31/2008 $15,578 $15,968 $12,431 2/29/2008 $15,018 $15,237 $12,467 3/31/2008 $15,382 $15,672 $12,575 4/30/2008 $15,563 $15,856 $12,652 5/31/2008 $15,646 $15,952 $12,758 6/30/2008 $15,506 $15,771 $12,887 7/31/2008 $15,563 $15,831 $12,954 8/31/2008 $15,713 $16,017 $12,903 9/30/2008 $14,812 $15,265 $12,885 10/31/2008 $14,820 $15,110 $12,755 11/30/2008 $14,809 $15,158 $12,510 12/31/2008 $15,015 $15,379 $12,381 1/31/2009 $15,284 $15,942 $12,435 2/28/2009 $15,405 $16,025 $12,497 3/31/2009 $15,441 $16,028 $12,527 4/30/2009 $15,685 $16,349 $12,558 5/31/2009 $15,854 $16,522 $12,595 6/30/2009 $15,832 $16,367 $12,703 7/31/2009 $16,015 $16,641 $12,683 8/31/2009 $16,280 $16,925 $12,711 9/30/2009 $16,791 $17,532 $12,719 10/31/2009 $16,525 $17,164 $12,731 11/30/2009 $16,529 $17,306 $12,740 12/31/2009 $16,645 $17,365 $12,718 1/31/2010 $16,667 $17,455 $12,761 2/28/2010 $16,806 $17,624 $12,764 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 2/28/10. (5.) Taxable equivalent distribution rate and yield assume the published rates as of 12/24/09 for the maximum combined effective federal and Michigan personal income tax rate of 37.83%, based on the federal income tax rate of 35.00%. (6.) The 30-day standardized yield for the month ended 2/28/10 reflects an estimated yield to maturity (assuming all portfolio securities are held to maturity). It should be regarded as an estimate of the Fund's rate of investment income, and it may not equal the Fund's actual income distribution rate (which reflects the Fund's past dividends paid to shareholders) or the income reported in the Fund's financial statements. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. In periods of market volatility, assets may decline significantly, causing total annual Fund operating expenses to become higher than the figures shown. (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 and average annual total returns of Advisor Class shares were +8.10% and 4.80%. (9.) Source: (C) 2010 Morningstar. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. To be included in the index, bonds must be fixed rate, have at least one year to final maturity and be rated investment grade (Baa3/BBB- or higher) by at least two of the following agencies: Moody's, Standard & Poor's or Fitch. 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 9/1/09 VALUE 2/28/10 PERIOD* 9/1/09-2/28/10 ----------------- -------------- ---------------------- CLASS A Actual $1,000 $1,031.90 $3.17 Hypothetical (5% return before expenses) $1,000 $1,021.67 $3.16 CLASS B Actual $1,000 $1,028.90 $5.94 Hypothetical (5% return before expenses) $1,000 $1,018.94 $5.91 CLASS C Actual $1,000 $1,029.50 $5.94 Hypothetical (5% return before expenses) $1,000 $1,018.94 $5.91 ADVISOR CLASS Actual $1,000 $1,032.30 $2.67 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 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 2/28/10 % OF TOTAL RATINGS LONG-TERM INVESTMENTS** - ------- ----------------------- AAA 39.7% AA 11.1% A 10.7% BBB 0.4% Not Rated by S&P 38.1% * 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. The letter ratings are provided to indicate creditworthiness of the Fund's bond holdings and generally can range from AAA or Aaa (highest) to Below Investment Grade (lowest). ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa 1.3% 0.6% AA or Aa 28.3% -- A 7.9% -- ---- --- Total 37.5% 0.6% ==== === We are pleased to bring you Franklin Minnesota Tax-Free Income Fund's annual report for the fiscal year ended February 28, 2010. (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. 38 | Annual Report DIVIDEND DISTRIBUTIONS* Franklin Minnesota Tax-Free Income Fund DIVIDEND PER SHARE ----------------------------------------- MONTH CLASS A CLASS C ADVISOR CLASS** - ----- ---------- ---------- --------------- March 2009 4.08 cents 3.53 cents -- April 2009 4.08 cents 3.53 cents -- May 2009 4.08 cents 3.53 cents -- June 2009 3.97 cents 3.41 cents -- July 2009 3.97 cents 3.41 cents 2.49 cents August 2009 3.97 cents 3.41 cents 4.07 cents September 2009 3.92 cents 3.36 cents 4.02 cents October 2009 3.92 cents 3.36 cents 4.02 cents November 2009 3.92 cents 3.36 cents 4.02 cents December 2009 3.92 cents 3.35 cents 4.02 cents January 2010 3.92 cents 3.35 cents 4.02 cents February 2010 3.92 cents 3.35 cents 4.02 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 7/1/09, 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, increased from $11.80 on February 28, 2009, to $12.20 on February 28, 2010. The Fund's Class A shares paid dividends totaling 47.59 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 3.69% based on an annualization of the current 3.92 cent per share dividend and the maximum offering price of $12.74 on February 28, 2010. An investor in the 2010 maximum combined effective federal and Minnesota personal income tax bracket of 40.10% would need to earn a distribution rate of 6.16% 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. During the year under review, renewed investor interest in municipal bonds and limited new-issue supply tended to reduce the Fund's income, which caused dividends to decline slightly. (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 2/28/10 % OF TOTAL LONG-TERM INVESTMENTS* ---------------------- General Obligation 41.6% Hospital & Health Care 19.2% Utilities 10.8% Higher Education 5.1% Tax-Supported 4.8% Housing 4.5% Prerefunded 4.5% Transportation 3.6% Subject to Government Appropriations 3.3% Other Revenue 2.6% * Does not include short-term investments and other net assets. STATE UPDATE During the year under review, Minnesota was deeply affected by the national economic downturn and distressed housing market. The state's important homebuilding supply industry struggled and plants closed, which hurt the economy. However, Minnesota's deep and diverse economy, with its mix of manufacturing, services and trade, supported by several regional hubs, provided a solid economic foundation and could serve as a positive force for the longer term. Personal income and wealth levels were above national averages, and as of February 2010, the state's unemployment rate was a relatively low 7.3% compared with the 9.7% national rate.(3) Like most states, Minnesota's income, sales and other tax revenues declined. With its long history of institutionalized best practices, the state's government proactively adjusted the budget in an effort to better align reduced revenues with increased costs and outlays. In addition, the governor has the statutory authority to unilaterally implement spending cuts without legislative approval, which proved to be instrumental in a severely depressed revenue environment. At the end of fiscal year 2009, the state closed its substantial biennial budget gap with one-time solutions including the use of reserves, more federal stimulus funds than originally budgeted, and some spending reductions, helping it to post a modest $89 million operating surplus.(4) The state depleted its budget reserves, but left a $350 million cash flow account for the current fiscal 2010-2011 biennium, which was projected to have a $4.6 billion gap.4 Cuts primarily in education and health and human services, along with federal aid, were expected to close the massive imbalance. Thanks to long-standing internal debt control policies, Minnesota's debt levels remained relatively low and in line with national averages. The state's net tax-supported debt as a percentage of personal income was 2.1% and debt per capita was $892, compared with the national medians of 2.1% and $739.(5) The state has a long track record of strong financial management policies and practices and a historical ability to weather fiscal challenges, in addition to strong economic fundamentals, a diverse employment mix and high wealth levels. Independent credit rating agency Moody's Investors Service in February 2010 affirmed Minnesota's Aa1 general obligation (GO) rating based on these and other positive factors, but revised its outlook for GO bonds and state (3.) Source: U.S. Bureau of Labor Statistics. (4.) Source: Moody's Investors Service, "Rating Update: Moody's Revises State of Minnesota's Outlook to Negative from Stable and Affirms Aa1 General Obligation Rating," 2/9/10. (5.) Source: Standard & Poor's, "U.S. Public Finance Report Card: 2009 State Debt Review: Significant Challenges Lie Ahead," RATINGSDIRECT, 12/16/09. 40 | Annual Report supported debt to negative from stable.(6) The downgraded outlook reflected continued pressure on the state's credit created by ongoing financial weakness. As the state attempts to stabilize its fiscal health, it faces revenue underperfor-mance made more difficult by sizable future budget deficits, tighter liquidity, recent depletion of budget reserves, negative accounting balances and heavy reliance on one-time measures to balance the budget. 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 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, 2010, 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 Moody's rating of the Fund. Annual Report | 41 Performance Summary as of 2/28/10 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 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) $0.40 $12.20 $11.80 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.4759 CLASS C (SYMBOL: FMNIX) CHANGE 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) $0.41 $12.30 $11.89 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.4087 ADVISOR CLASS (SYMBOL: N/A) CHANGE 2/28/10 7/1/09 - --------------------------- ------ ------- ------- Net Asset Value (NAV) $0.29 $12.20 $11.91 DISTRIBUTIONS (7/2/09-2/28/10) Dividend Income $0.3168 42 | 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 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) +7.54% +22.64% +69.80% Average Annual Total Return(2) +3.00% +3.27% +4.98% Avg. Ann. Total Return (3/31/10)(3) +2.14% +3.31% +4.70% Distribution Rate(4) 3.69% Taxable Equivalent Distribution Rate(5) 6.16% 30-Day Standardized Yield(6) 3.03% Taxable Equivalent Yield(5) 5.06% Total Annual Operating expenses(7) 0.66% CLASS C 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------- Cumulative Total Return(1) +6.97% +19.35% +60.87% Average Annual Total Return(2) +5.97% +3.60% +4.87% Avg. Ann. Total Return (3/31/10)(3) +4.99% +3.65% +4.58% Distribution Rate(4) 3.26% Taxable Equivalent Distribution Rate(5) 5.44% 30-Day Standardized Yield(6) 2.63% Taxable Equivalent Yield(5) 4.39% Total Annual Operating expenses(7) 1.21% ADVISOR CLASS(8) 1-YEAR 5-YEAR 10-YEAR - ---------------- ------ ------ ------- Cumulative Total Return(1) +7.61% +22.71% +69.91% Average Annual Total Return(2) +7.61% +4.18% +5.44% Avg. Ann. Total Return (3/31/10)(3) +6.71% +4.23% +5.16% Distribution Rate(4) 3.95% Taxable Equivalent Distribution Rate(5) 6.59% 30-Day Standardized Yield(6) 3.23% Taxable Equivalent Yield(5) 5.39% Total Annual Operating expenses(7) 0.56% PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. FOR MOST RECENT MONTH-END PERFORMANCE, GO TO franklintempleton.com OR CALL (800) 342-5236. Annual Report | 43 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 2/28/10 - ------- ------- 1-Year +3.00% 5-Year +3.27% 10-Year +4.98% CLASS A (3/1/00-2/28/10) (PERFORMANCE GRAPH) FRANKLIN MINNESOTA TAX-FREE BARCLAYS CAPITAL DATE INCOME FUND - CLASS A MUNICIPAL BOND INDEX CPI - ------------- --------------------------- -------------------- ------- 3/1/2000 $ 9,575 $10,000 $10,000 3/31/2000 $ 9,805 $10,218 $10,082 4/30/2000 $ 9,736 $10,158 $10,088 5/31/2000 $ 9,651 $10,105 $10,100 6/30/2000 $ 9,910 $10,373 $10,153 7/31/2000 $10,057 $10,518 $10,177 8/31/2000 $10,223 $10,680 $10,177 9/30/2000 $10,158 $10,624 $10,230 10/31/2000 $10,274 $10,740 $10,247 11/30/2000 $10,360 $10,821 $10,253 12/31/2000 $10,626 $11,089 $10,247 1/31/2001 $10,705 $11,198 $10,312 2/28/2001 $10,753 $11,234 $10,353 3/31/2001 $10,855 $11,334 $10,377 4/30/2001 $10,745 $11,212 $10,418 5/31/2001 $10,845 $11,332 $10,465 6/30/2001 $10,924 $11,408 $10,483 7/31/2001 $11,063 $11,577 $10,453 8/31/2001 $11,210 $11,768 $10,453 9/30/2001 $11,169 $11,729 $10,501 10/31/2001 $11,289 $11,868 $10,465 11/30/2001 $11,229 $11,768 $10,448 12/31/2001 $11,125 $11,657 $10,406 1/31/2002 $11,283 $11,859 $10,430 2/28/2002 $11,382 $12,002 $10,471 3/31/2002 $11,222 $11,767 $10,530 4/30/2002 $11,382 $11,997 $10,589 5/31/2002 $11,448 $12,070 $10,589 6/30/2002 $11,530 $12,197 $10,595 7/31/2002 $11,655 $12,354 $10,607 8/31/2002 $11,758 $12,503 $10,642 9/30/2002 $11,988 $12,776 $10,660 10/31/2002 $11,821 $12,565 $10,677 11/30/2002 $11,795 $12,512 $10,677 12/31/2002 $12,010 $12,776 $10,654 1/31/2003 $12,016 $12,744 $10,701 2/28/2003 $12,166 $12,922 $10,783 3/31/2003 $12,185 $12,930 $10,848 4/30/2003 $12,280 $13,015 $10,824 5/31/2003 $12,564 $13,320 $10,807 6/30/2003 $12,518 $13,263 $10,819 7/31/2003 $12,119 $12,799 $10,830 8/31/2003 $12,184 $12,895 $10,872 9/30/2003 $12,473 $13,274 $10,907 10/31/2003 $12,398 $13,207 $10,895 11/30/2003 $12,523 $13,345 $10,866 12/31/2003 $12,633 $13,455 $10,854 1/31/2004 $12,710 $13,532 $10,907 2/29/2004 $12,875 $13,736 $10,966 3/31/2004 $12,849 $13,688 $11,037 4/30/2004 $12,560 $13,364 $11,072 5/31/2004 $12,514 $13,315 $11,137 6/30/2004 $12,548 $13,364 $11,172 7/31/2004 $12,689 $13,540 $11,154 8/31/2004 $12,895 $13,811 $11,160 9/30/2004 $12,972 $13,884 $11,184 10/31/2004 $13,093 $14,004 $11,243 11/30/2004 $12,990 $13,888 $11,249 12/31/2004 $13,165 $14,058 $11,207 1/31/2005 $13,296 $14,189 $11,231 2/28/2005 $13,257 $14,142 $11,296 3/31/2005 $13,186 $14,053 $11,384 4/30/2005 $13,372 $14,274 $11,461 5/31/2005 $13,455 $14,375 $11,449 6/30/2005 $13,514 $14,464 $11,455 7/31/2005 $13,461 $14,399 $11,508 8/31/2005 $13,587 $14,544 $11,567 9/30/2005 $13,489 $14,446 $11,708 10/31/2005 $13,400 $14,359 $11,731 11/30/2005 $13,483 $14,428 $11,637 12/31/2005 $13,598 $14,552 $11,590 1/31/2006 $13,619 $14,591 $11,678 2/28/2006 $13,718 $14,689 $11,702 3/31/2006 $13,622 $14,588 $11,767 4/30/2006 $13,612 $14,583 $11,867 5/31/2006 $13,650 $14,648 $11,926 6/30/2006 $13,616 $14,592 $11,949 7/31/2006 $13,757 $14,766 $11,985 8/31/2006 $13,955 $14,985 $12,008 9/30/2006 $14,047 $15,089 $11,949 10/31/2006 $14,120 $15,184 $11,885 11/30/2006 $14,248 $15,311 $11,867 12/31/2006 $14,192 $15,257 $11,885 1/31/2007 $14,172 $15,217 $11,921 2/28/2007 $14,335 $15,418 $11,985 3/31/2007 $14,294 $15,380 $12,094 4/30/2007 $14,331 $15,426 $12,172 5/31/2007 $14,275 $15,357 $12,247 6/30/2007 $14,203 $15,278 $12,270 7/31/2007 $14,301 $15,396 $12,267 8/31/2007 $14,242 $15,330 $12,245 9/30/2007 $14,448 $15,557 $12,279 10/31/2007 $14,511 $15,626 $12,305 11/30/2007 $14,584 $15,726 $12,378 12/31/2007 $14,645 $15,769 $12,370 1/31/2008 $14,742 $15,968 $12,431 2/29/2008 $14,143 $15,237 $12,467 3/31/2008 $14,526 $15,672 $12,575 4/30/2008 $14,722 $15,856 $12,652 5/31/2008 $14,799 $15,952 $12,758 6/30/2008 $14,687 $15,771 $12,887 7/31/2008 $14,726 $15,831 $12,954 8/31/2008 $14,878 $16,017 $12,903 9/30/2008 $14,176 $15,265 $12,885 10/31/2008 $14,129 $15,110 $12,755 11/30/2008 $14,179 $15,158 $12,510 12/31/2008 $14,499 $15,379 $12,381 1/31/2009 $14,969 $15,942 $12,435 2/28/2009 $15,120 $16,025 $12,497 3/31/2009 $15,202 $16,028 $12,527 4/30/2009 $15,458 $16,349 $12,558 5/31/2009 $15,563 $16,522 $12,595 6/30/2009 $15,459 $16,367 $12,703 7/31/2009 $15,601 $16,641 $12,683 8/31/2009 $15,795 $16,925 $12,711 9/30/2009 $16,211 $17,532 $12,719 10/31/2009 $15,924 $17,164 $12,731 11/30/2009 $16,041 $17,306 $12,740 12/31/2009 $16,039 $17,365 $12,718 1/31/2010 $16,119 $17,455 $12,761 2/28/2010 $16,264 $17,624 $12,764 AVERAGE ANNUAL TOTAL RETURN CLASS C 2/28/10 - ------- ------- 1-Year +5.97% 5-Year +3.60% 10-Year +4.87% CLASS C (3/1/00-2/28/10) (PERFORMANCE GRAPH) FRANKLIN MINNESOTA TAX-FREE BARCLAYS CAPITAL DATE INCOME FUND - CLASS C MUNICIPAL BOND INDEX CPI - ------------- --------------------------- -------------------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,243 $10,218 $10,082 4/30/2000 $10,167 $10,158 $10,088 5/31/2000 $10,074 $10,105 $10,100 6/30/2000 $10,329 $10,373 $10,153 7/31/2000 $10,486 $10,518 $10,177 8/31/2000 $10,653 $10,680 $10,177 9/30/2000 $10,582 $10,624 $10,230 10/31/2000 $10,696 $10,740 $10,247 11/30/2000 $10,772 $10,821 $10,253 12/31/2000 $11,051 $11,089 $10,247 1/31/2001 $11,128 $11,198 $10,312 2/28/2001 $11,174 $11,234 $10,353 3/31/2001 $11,273 $11,334 $10,377 4/30/2001 $11,154 $11,212 $10,418 5/31/2001 $11,251 $11,332 $10,465 6/30/2001 $11,328 $11,408 $10,483 7/31/2001 $11,476 $11,577 $10,453 8/31/2001 $11,612 $11,768 $10,453 9/30/2001 $11,565 $11,729 $10,501 10/31/2001 $11,683 $11,868 $10,465 11/30/2001 $11,616 $11,768 $10,448 12/31/2001 $11,504 $11,657 $10,406 1/31/2002 $11,671 $11,859 $10,430 2/28/2002 $11,757 $12,002 $10,471 3/31/2002 $11,596 $11,767 $10,530 4/30/2002 $11,756 $11,997 $10,589 5/31/2002 $11,808 $12,070 $10,589 6/30/2002 $11,897 $12,197 $10,595 7/31/2002 $12,019 $12,354 $10,607 8/31/2002 $12,120 $12,503 $10,642 9/30/2002 $12,351 $12,776 $10,660 10/31/2002 $12,174 $12,565 $10,677 11/30/2002 $12,144 $12,512 $10,677 12/31/2002 $12,368 $12,776 $10,654 1/31/2003 $12,359 $12,744 $10,701 2/28/2003 $12,508 $12,922 $10,783 3/31/2003 $12,521 $12,930 $10,848 4/30/2003 $12,613 $13,015 $10,824 5/31/2003 $12,898 $13,320 $10,807 6/30/2003 $12,843 $13,263 $10,819 7/31/2003 $12,429 $12,799 $10,830 8/31/2003 $12,488 $12,895 $10,872 9/30/2003 $12,777 $13,274 $10,907 10/31/2003 $12,703 $13,207 $10,895 11/30/2003 $12,824 $13,345 $10,866 12/31/2003 $12,920 $13,455 $10,854 1/31/2004 $12,993 $13,532 $10,907 2/29/2004 $13,167 $13,736 $10,966 3/31/2004 $13,124 $13,688 $11,037 4/30/2004 $12,835 $13,364 $11,072 5/31/2004 $12,782 $13,315 $11,137 6/30/2004 $12,800 $13,364 $11,172 7/31/2004 $12,947 $13,540 $11,154 8/31/2004 $13,150 $13,811 $11,160 9/30/2004 $13,222 $13,884 $11,184 10/31/2004 $13,327 $14,004 $11,243 11/30/2004 $13,227 $13,888 $11,249 12/31/2004 $13,388 $14,058 $11,207 1/31/2005 $13,525 $14,189 $11,231 2/28/2005 $13,479 $14,142 $11,296 3/31/2005 $13,402 $14,053 $11,384 4/30/2005 $13,583 $14,274 $11,461 5/31/2005 $13,660 $14,375 $11,449 6/30/2005 $13,714 $14,464 $11,455 7/31/2005 $13,666 $14,399 $11,508 8/31/2005 $13,786 $14,544 $11,567 9/30/2005 $13,670 $14,446 $11,708 10/31/2005 $13,575 $14,359 $11,731 11/30/2005 $13,651 $14,428 $11,637 12/31/2005 $13,761 $14,552 $11,590 1/31/2006 $13,776 $14,591 $11,678 2/28/2006 $13,881 $14,689 $11,702 3/31/2006 $13,766 $14,588 $11,767 4/30/2006 $13,750 $14,583 $11,867 5/31/2006 $13,782 $14,648 $11,926 6/30/2006 $13,741 $14,592 $11,949 7/31/2006 $13,876 $14,766 $11,985 8/31/2006 $14,068 $14,985 $12,008 9/30/2006 $14,166 $15,089 $11,949 10/31/2006 $14,233 $15,184 $11,885 11/30/2006 $14,342 $15,311 $11,867 12/31/2006 $14,292 $15,257 $11,885 1/31/2007 $14,253 $15,217 $11,921 2/28/2007 $14,409 $15,418 $11,985 3/31/2007 $14,373 $15,380 $12,094 4/30/2007 $14,392 $15,426 $12,172 5/31/2007 $14,329 $15,357 $12,247 6/30/2007 $14,252 $15,278 $12,270 7/31/2007 $14,355 $15,396 $12,267 8/31/2007 $14,278 $15,330 $12,245 9/30/2007 $14,476 $15,557 $12,279 10/31/2007 $14,545 $15,626 $12,305 11/30/2007 $14,610 $15,726 $12,378 12/31/2007 $14,665 $15,769 $12,370 1/31/2008 $14,755 $15,968 $12,431 2/29/2008 $14,152 $15,237 $12,467 3/31/2008 $14,526 $15,672 $12,575 4/30/2008 $14,714 $15,856 $12,652 5/31/2008 $14,783 $15,952 $12,758 6/30/2008 $14,665 $15,771 $12,887 7/31/2008 $14,697 $15,831 $12,954 8/31/2008 $14,841 $16,017 $12,903 9/30/2008 $14,139 $15,265 $12,885 10/31/2008 $14,073 $15,110 $12,755 11/30/2008 $14,129 $15,158 $12,510 12/31/2008 $14,438 $15,379 $12,381 1/31/2009 $14,897 $15,942 $12,435 2/28/2009 $15,040 $16,025 $12,497 3/31/2009 $15,126 $16,028 $12,527 4/30/2009 $15,371 $16,349 $12,558 5/31/2009 $15,468 $16,522 $12,595 6/30/2009 $15,358 $16,367 $12,703 7/31/2009 $15,478 $16,641 $12,683 8/31/2009 $15,675 $16,925 $12,711 9/30/2009 $16,077 $17,532 $12,719 10/31/2009 $15,775 $17,164 $12,731 11/30/2009 $15,895 $17,306 $12,740 12/31/2009 $15,886 $17,365 $12,718 1/31/2010 $15,957 $17,455 $12,761 2/28/2010 $16,087 $17,624 $12,764 44 | Annual Report Performance Summary (CONTINUED) ADVISOR CLASS (3/1/00-2/28/10)(8) AVERAGE ANNUAL TOTAL RETURN ADVISOR CLASS(8) 2/28/10 - ---------------- ------- 1-Year +7.61% 5-Year +4.18% 10-Year +5.44% (PERFORMANCE GRAPH) FRANKLIN MINNESOTA TAX-FREE BARCLAYS CAPITAL DATE INCOME FUND - ADVISOR CLASS MUNICIPAL BOND INDEX CPI - ------------- --------------------------- -------------------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,240 $10,218 $10,082 4/30/2000 $10,168 $10,158 $10,088 5/31/2000 $10,079 $10,105 $10,100 6/30/2000 $10,350 $10,373 $10,153 7/31/2000 $10,504 $10,518 $10,177 8/31/2000 $10,677 $10,680 $10,177 9/30/2000 $10,609 $10,624 $10,230 10/31/2000 $10,730 $10,740 $10,247 11/30/2000 $10,820 $10,821 $10,253 12/31/2000 $11,098 $11,089 $10,247 1/31/2001 $11,180 $11,198 $10,312 2/28/2001 $11,231 $11,234 $10,353 3/31/2001 $11,337 $11,334 $10,377 4/30/2001 $11,222 $11,212 $10,418 5/31/2001 $11,326 $11,332 $10,465 6/30/2001 $11,409 $11,408 $10,483 7/31/2001 $11,554 $11,577 $10,453 8/31/2001 $11,707 $11,768 $10,453 9/30/2001 $11,664 $11,729 $10,501 10/31/2001 $11,790 $11,868 $10,465 11/30/2001 $11,727 $11,768 $10,448 12/31/2001 $11,619 $11,657 $10,406 1/31/2002 $11,784 $11,859 $10,430 2/28/2002 $11,887 $12,002 $10,471 3/31/2002 $11,720 $11,767 $10,530 4/30/2002 $11,888 $11,997 $10,589 5/31/2002 $11,956 $12,070 $10,589 6/30/2002 $12,042 $12,197 $10,595 7/31/2002 $12,172 $12,354 $10,607 8/31/2002 $12,280 $12,503 $10,642 9/30/2002 $12,520 $12,776 $10,660 10/31/2002 $12,345 $12,565 $10,677 11/30/2002 $12,319 $12,512 $10,677 12/31/2002 $12,543 $12,776 $10,654 1/31/2003 $12,550 $12,744 $10,701 2/28/2003 $12,706 $12,922 $10,783 3/31/2003 $12,726 $12,930 $10,848 4/30/2003 $12,825 $13,015 $10,824 5/31/2003 $13,122 $13,320 $10,807 6/30/2003 $13,073 $13,263 $10,819 7/31/2003 $12,657 $12,799 $10,830 8/31/2003 $12,724 $12,895 $10,872 9/30/2003 $13,027 $13,274 $10,907 10/31/2003 $12,948 $13,207 $10,895 11/30/2003 $13,079 $13,345 $10,866 12/31/2003 $13,194 $13,455 $10,854 1/31/2004 $13,274 $13,532 $10,907 2/29/2004 $13,447 $13,736 $10,966 3/31/2004 $13,420 $13,688 $11,037 4/30/2004 $13,118 $13,364 $11,072 5/31/2004 $13,069 $13,315 $11,137 6/30/2004 $13,105 $13,364 $11,172 7/31/2004 $13,252 $13,540 $11,154 8/31/2004 $13,467 $13,811 $11,160 9/30/2004 $13,548 $13,884 $11,184 10/31/2004 $13,674 $14,004 $11,243 11/30/2004 $13,566 $13,888 $11,249 12/31/2004 $13,750 $14,058 $11,207 1/31/2005 $13,886 $14,189 $11,231 2/28/2005 $13,845 $14,142 $11,296 3/31/2005 $13,772 $14,053 $11,384 4/30/2005 $13,966 $14,274 $11,461 5/31/2005 $14,052 $14,375 $11,449 6/30/2005 $14,114 $14,464 $11,455 7/31/2005 $14,059 $14,399 $11,508 8/31/2005 $14,190 $14,544 $11,567 9/30/2005 $14,087 $14,446 $11,708 10/31/2005 $13,995 $14,359 $11,731 11/30/2005 $14,082 $14,428 $11,637 12/31/2005 $14,202 $14,552 $11,590 1/31/2006 $14,224 $14,591 $11,678 2/28/2006 $14,327 $14,689 $11,702 3/31/2006 $14,227 $14,588 $11,767 4/30/2006 $14,216 $14,583 $11,867 5/31/2006 $14,256 $14,648 $11,926 6/30/2006 $14,221 $14,592 $11,949 7/31/2006 $14,368 $14,766 $11,985 8/31/2006 $14,574 $14,985 $12,008 9/30/2006 $14,671 $15,089 $11,949 10/31/2006 $14,747 $15,184 $11,885 11/30/2006 $14,880 $15,311 $11,867 12/31/2006 $14,822 $15,257 $11,885 1/31/2007 $14,801 $15,217 $11,921 2/28/2007 $14,971 $15,418 $11,985 3/31/2007 $14,928 $15,380 $12,094 4/30/2007 $14,967 $15,426 $12,172 5/31/2007 $14,908 $15,357 $12,247 6/30/2007 $14,834 $15,278 $12,270 7/31/2007 $14,936 $15,396 $12,267 8/31/2007 $14,875 $15,330 $12,245 9/30/2007 $15,089 $15,557 $12,279 10/31/2007 $15,156 $15,626 $12,305 11/30/2007 $15,231 $15,726 $12,378 12/31/2007 $15,295 $15,769 $12,370 1/31/2008 $15,397 $15,968 $12,431 2/29/2008 $14,770 $15,237 $12,467 3/31/2008 $15,171 $15,672 $12,575 4/30/2008 $15,376 $15,856 $12,652 5/31/2008 $15,456 $15,952 $12,758 6/30/2008 $15,339 $15,771 $12,887 7/31/2008 $15,380 $15,831 $12,954 8/31/2008 $15,539 $16,017 $12,903 9/30/2008 $14,805 $15,265 $12,885 10/31/2008 $14,756 $15,110 $12,755 11/30/2008 $14,809 $15,158 $12,510 12/31/2008 $15,143 $15,379 $12,381 1/31/2009 $15,634 $15,942 $12,435 2/28/2009 $15,791 $16,025 $12,497 3/31/2009 $15,877 $16,028 $12,527 4/30/2009 $16,144 $16,349 $12,558 5/31/2009 $16,254 $16,522 $12,595 6/30/2009 $16,145 $16,367 $12,703 7/31/2009 $16,295 $16,641 $12,683 8/31/2009 $16,499 $16,925 $12,711 9/30/2009 $16,934 $17,532 $12,719 10/31/2009 $16,637 $17,164 $12,731 11/30/2009 $16,759 $17,306 $12,740 12/31/2009 $16,759 $17,365 $12,718 1/31/2010 $16,844 $17,455 $12,761 2/28/2010 $16,991 $17,624 $12,764 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. 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 2/28/10. (5.) Taxable equivalent distribution rate and yield assume the published rates as of 12/24/09 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.) The 30-day standardized yield for the month ended 2/28/10 reflects an estimated yield to maturity (assuming all portfolio securities are held to maturity). It should be regarded as an estimate of the Fund's rate of investment income, and it may not equal the Fund's actual income distribution rate (which reflects the Fund's past dividends paid to shareholders) or the income reported in the Fund's financial statements. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. In periods of market volatility, assets may decline significantly, causing total annual Fund operating expenses to become higher than the figures shown. (8.) Effective 7/1/09, 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 7/1/09, 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 6/30/09, actual Advisor Class performance is used reflecting all charges and fees applicable to that class. Since 7/1/09 (commencement of sales), the cumulative total return of Advisor Class shares was +5.14%. (9.) Source: (C) 2010 Morningstar. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. To be included in the index, bonds must be fixed rate, have at least one year to final maturity and be rated investment grade (Baa3/BBB- or higher) by at least two of the following agencies: Moody's, Standard & Poor's or Fitch. 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 | 45 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. 46 | 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 9/1/09 VALUE 2/28/10 PERIOD* 9/1/09-2/28/10 ----------------- -------------- ---------------------- CLASS A Actual $1,000 $1,029.30 $3.27 Hypothetical (5% return before expenses) $1,000 $1,021.57 $3.26 CLASS C Actual $1,000 $1,026.30 $6.03 Hypothetical (5% return before expenses) $1,000 $1,018.84 $6.01 ADVISOR CLASS Actual $1,000 $1,029.80 $2.77 Hypothetical (5% return before expenses) $1,000 $1,022.07 $2.76 * Expenses are calculated using the most recent six-month expense ratio, annualized for each class (A: 0.65%; C: 1.20%; and Advisor: 0.55%), multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. Annual Report | 47 Franklin Ohio 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 2/28/10** (PIE CHART) AAA............... 35.2% AA................ 21.2% A................. 13.8% BBB............... 1.2% Not Rated by S&P.. 28.6% * 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. The letter ratings are provided to indicate creditworthiness of the Fund's bond holdings and generally can range from AAA or Aaa (highest) to Below Investment Grade (lowest). ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa 0.2% 4.5% AA or Aa 11.4% -- A 9.2% 0.1% BBB or Baa 1.3% 1.9% ---- --- Total 22.1% 6.5% ==== === We are pleased to bring you Franklin Ohio Tax-Free Income Fund's annual report for the fiscal year ended February 28, 2010. (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. 48 | Annual Report DIVIDEND DISTRIBUTIONS* Franklin Ohio Tax-Free Income Fund DIVIDEND PER SHARE ------------------------------------------------- ADVISOR MONTH CLASS A CLASS B CLASS C CLASS - ----- ---------- ---------- ---------- ---------- March 2009 4.30 cents 3.75 cents 3.75 cents 4.40 cents April 2009 4.30 cents 3.75 cents 3.75 cents 4.40 cents May 2009 4.30 cents 3.75 cents 3.75 cents 4.40 cents June 2009 4.30 cents 3.74 cents 3.73 cents 4.40 cents July 2009 4.30 cents 3.74 cents 3.73 cents 4.40 cents August 2009 4.30 cents 3.74 cents 3.73 cents 4.40 cents September 2009 4.25 cents 3.68 cents 3.67 cents 4.35 cents October 2009 4.25 cents 3.68 cents 3.67 cents 4.35 cents November 2009 4.25 cents 3.68 cents 3.67 cents 4.35 cents December 2009 4.20 cents 3.62 cents 3.60 cents 4.30 cents January 2010 4.20 cents 3.62 cents 3.60 cents 4.30 cents February 2010 4.20 cents 3.62 cents 3.60 cents 4.30 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, increased from $12.08 on February 28, 2009, to $12.50 on February 28, 2010. The Fund's Class A shares paid dividends totaling 51.09 cents per share for the same period.(2) The Performance Summary beginning on page 52 shows that at the end of this reporting period the Fund's Class A shares' distribution rate was 3.86% based on an annualization of the current 4.20 cent per share dividend and the maximum offering price of $13.05 on February 28, 2010. An investor in the 2010 maximum combined effective federal and Ohio personal income tax bracket of 38.85% would need to earn a distribution rate of 6.31% 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. During the year under review, renewed investor interest in municipal bonds and limited new-issue supply tended to reduce the Fund's income, which caused dividends to decline slightly. (2.) All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. Annual Report | 49 PORTFOLIO BREAKDOWN Franklin Ohio Tax-Free Income Fund 2/28/10 % OF TOTAL LONG-TERM INVESTMENTS* ------------ Prerefunded 25.8% General Obligation 24.6% Higher Education 11.8% Utilities 11.3% Hospital & Health Care 10.7% Transportation 5.4% Tax-Supported 5.2% Subject to Government Appropriations 3.8% Other Revenue 0.8% Housing 0.6% * Does not include short-term investments and other net assets. STATE UPDATE The deep recession in Ohio was exacerbated more than in many other U.S. states by diminished auto and manufacturing industry activity, in addition to weakness caused by falling housing prices and rising unemployment. The bankruptcies and restructurings of automakers Chrysler and General Motors, which led to plant closures and depressed the auto parts segment, placed additional near-term pressure on the state economy. Statewide unemployment reached a 25-year peak rate of 10.9% in February 2010 and was well above the 9.7% national average for most of the reporting period.(3) A more diversified employment base than in the recent past helped cushion some of the blow from manufacturing declines. The service sector now accounts for a greater share of total employment, while manufacturing's presence declined substantially from levels seen in previous years. Despite this improved industry mix, Ohio entered the recession early and is likely to recover at a slower pace than most states. Ohio's total tax receipts were projected to decline in the first fiscal year of the current 2010-2011 biennium, following a large drop in fiscal year 2009.(4) Ohio, like many states, has experienced narrowing liquidity. In an effort to maintain sufficient cash flow for operations, state officials implemented various actions, including allowing the state's general fund to borrow from other funds. Ohio's budget for the fiscal 2010-2011 biennium relies on significant nonre-curring measures to ensure balance, including $2.4 billion in federal stimulus and more than $1 billion in transfers from other state funds, depletion of the nearly $1 billion budget stabilization fund in fiscal year 2011, and ongoing spending reduction initiatives.(4) For the first time ever, the state sought further budget relief by authorizing the restructuring of outstanding debt, effectively shifting substantial debt payments for the current biennium into future years. State tax-supported debt was moderate; debt ratios were $849 per capita and 2.4% of personal income, compared with national medians of $739 and 2.1%.(5) Although Ohio has a history of taking proactive and timely steps in managing budget shortfalls, the state's fiscal well-being weakened based on its planned exhaustion of budget reserves, greatly diminished liquidity position, and the ongoing use of general and other state reserves to maintain operations and budget balance. In February 2010, independent credit rating agency Moody's (3.) Source: U.S. Bureau of Labor Statistics. (4.) Source: Standard & Poor's, "Research: Ohio; General Obligation," RATINGSDIRECT, 2/19/10. (5.) Source: Standard & Poor's, "U.S. Public Finance Report Card: 2009 State Debt Review: Significant Challenges Lie Ahead," RATINGSDIRECT, 12/16/09. 50 | Annual Report Investors Service affirmed its recently lowered rating of Ohio's general obligation bonds at Aa2 with a negative outlook.(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 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, 2010, 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 Moody's rating of the Fund. Annual Report | 51 Performance Summary as of 2/28/10 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 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.42 $12.50 $12.08 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.5109 CLASS B (SYMBOL: FBOIX) CHANGE 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.42 $12.55 $12.13 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.4430 CLASS C (SYMBOL: FOITX) CHANGE 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.43 $12.62 $12.19 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.4418 ADVISOR CLASS (SYMBOL: FROZX) CHANGE 2/28/10 2/28/09 - ----------------------------- ------ ------- ------- Net Asset Value (NAV) +$0.42 $12.50 $12.08 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.5229 52 | 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) +7.82% +21.86% +69.01% Average Annual Total Return(2) +3.21% +3.13% +4.93% Avg. Ann. Total Return (3/31/10)(3) +2.53% +3.22% +4.70% Distribution Rate(4) 3.86% Taxable Equivalent Distribution Rate(5) 6.31% 30-Day Standardized Yield(6) 2.89% Taxable Equivalent Yield(5) 4.73% Total Annual Operating expenses(7) 0.64% CLASS B 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------- ------- Cumulative Total Return(1) +7.21% +18.59% +62.23% Average Annual Total Return(2) +3.21% +3.12% +4.96% Avg. Ann. Total Return (3/31/10)(3) +2.59% +3.22% +4.72% Distribution Rate(4) 3.46% Taxable Equivalent Distribution Rate(5) 5.66% 30-Day Standardized Yield(6) 2.47% Taxable Equivalent Yield(5) 4.04% Total Annual Operating expenses(7) 1.19% CLASS C 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------- ------- Cumulative Total Return(1) +7.24% +18.53% +60.14% Average Annual Total Return(2) +6.24% +3.46% +4.82% Avg. Ann. Total Return (3/31/10)(3) +5.54% +3.57% +4.59% Distribution Rate(4) 3.43% Taxable Equivalent Distribution Rate(5) 5.61% 30-Day Standardized Yield(6) 2.48% Taxable Equivalent Yield(5) 4.06% Total Annual Operating expenses(7) 1.19% ADVISOR CLASS(8) 1-YEAR 5-YEAR 10-YEAR - ---------------- ------ ------- ------- Cumulative Total Return(1) +7.93% +22.05% +69.29% Average Annual Total Return(2) +7.93% +4.07% +5.41% Avg. Ann. Total Return (3/31/10)(3) +7.30% +4.17% +5.17% Distribution Rate(4) 4.14% Taxable Equivalent Distribution Rate(5) 6.79% 30-Day Standardized Yield(6) 3.12% Taxable Equivalent Yield(5) 5.12% 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, GO TO 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 2/28/10 - ------- ------- 1-Year +3.21% 5-Year +3.13% 10-Year +4.93% (PERFORMANCE GRAPH) CLASS A (3/1/00-2/28/10) FRANKLIN OHIO TAX-FREE BARCLAYS CAPITAL DATE INCOME FUND - CLASS A MUNICIPAL BOND INDEX CPI - ------------- ---------------------- -------------------- ------- 3/1/2000 $ 9,575 $10,000 $10,000 3/31/2000 $ 9,782 $10,218 $10,082 4/30/2000 $ 9,726 $10,158 $10,088 5/31/2000 $ 9,687 $10,105 $10,100 6/30/2000 $ 9,914 $10,373 $10,153 7/31/2000 $10,058 $10,518 $10,177 8/31/2000 $10,203 $10,680 $10,177 9/30/2000 $10,151 $10,624 $10,230 10/31/2000 $10,238 $10,740 $10,247 11/30/2000 $10,324 $10,821 $10,253 12/31/2000 $10,582 $11,089 $10,247 1/31/2001 $10,642 $11,198 $10,312 2/28/2001 $10,674 $11,234 $10,353 3/31/2001 $10,765 $11,334 $10,377 4/30/2001 $10,661 $11,212 $10,418 5/31/2001 $10,750 $11,332 $10,465 6/30/2001 $10,819 $11,408 $10,483 7/31/2001 $10,965 $11,577 $10,453 8/31/2001 $11,126 $11,768 $10,453 9/30/2001 $11,116 $11,729 $10,501 10/31/2001 $11,225 $11,868 $10,465 11/30/2001 $11,170 $11,768 $10,448 12/31/2001 $11,080 $11,657 $10,406 1/31/2002 $11,253 $11,859 $10,430 2/28/2002 $11,358 $12,002 $10,471 3/31/2002 $11,187 $11,767 $10,530 4/30/2002 $11,353 $11,997 $10,589 5/31/2002 $11,409 $12,070 $10,589 6/30/2002 $11,508 $12,197 $10,595 7/31/2002 $11,620 $12,354 $10,607 8/31/2002 $11,731 $12,503 $10,642 9/30/2002 $11,955 $12,776 $10,660 10/31/2002 $11,794 $12,565 $10,677 11/30/2002 $11,772 $12,512 $10,677 12/31/2002 $12,001 $12,776 $10,654 1/31/2003 $11,980 $12,744 $10,701 2/28/2003 $12,127 $12,922 $10,783 3/31/2003 $12,148 $12,930 $10,848 4/30/2003 $12,252 $13,015 $10,824 5/31/2003 $12,529 $13,320 $10,807 6/30/2003 $12,485 $13,263 $10,819 7/31/2003 $12,042 $12,799 $10,830 8/31/2003 $12,115 $12,895 $10,872 9/30/2003 $12,375 $13,274 $10,907 10/31/2003 $12,343 $13,207 $10,895 11/30/2003 $12,493 $13,345 $10,866 12/31/2003 $12,592 $13,455 $10,854 1/31/2004 $12,687 $13,532 $10,907 2/29/2004 $12,878 $13,736 $10,966 3/31/2004 $12,824 $13,688 $11,037 4/30/2004 $12,506 $13,364 $11,072 5/31/2004 $12,452 $13,315 $11,137 6/30/2004 $12,469 $13,364 $11,172 7/31/2004 $12,627 $13,540 $11,154 8/31/2004 $12,869 $13,811 $11,160 9/30/2004 $12,945 $13,884 $11,184 10/31/2004 $13,084 $14,004 $11,243 11/30/2004 $12,954 $13,888 $11,249 12/31/2004 $13,147 $14,058 $11,207 1/31/2005 $13,317 $14,189 $11,231 2/28/2005 $13,280 $14,142 $11,296 3/31/2005 $13,204 $14,053 $11,384 4/30/2005 $13,407 $14,274 $11,461 5/31/2005 $13,510 $14,375 $11,449 6/30/2005 $13,591 $14,464 $11,455 7/31/2005 $13,520 $14,399 $11,508 8/31/2005 $13,644 $14,544 $11,567 9/30/2005 $13,541 $14,446 $11,708 10/31/2005 $13,458 $14,359 $11,731 11/30/2005 $13,541 $14,428 $11,637 12/31/2005 $13,655 $14,552 $11,590 1/31/2006 $13,678 $14,591 $11,678 2/28/2006 $13,808 $14,689 $11,702 3/31/2006 $13,707 $14,588 $11,767 4/30/2006 $13,711 $14,583 $11,867 5/31/2006 $13,751 $14,648 $11,926 6/30/2006 $13,676 $14,592 $11,949 7/31/2006 $13,836 $14,766 $11,985 8/31/2006 $14,030 $14,985 $12,008 9/30/2006 $14,111 $15,089 $11,949 10/31/2006 $14,218 $15,184 $11,885 11/30/2006 $14,344 $15,311 $11,867 12/31/2006 $14,303 $15,257 $11,885 1/31/2007 $14,252 $15,217 $11,921 2/28/2007 $14,445 $15,418 $11,985 3/31/2007 $14,396 $15,380 $12,094 4/30/2007 $14,434 $15,426 $12,172 5/31/2007 $14,381 $15,357 $12,247 6/30/2007 $14,306 $15,278 $12,270 7/31/2007 $14,413 $15,396 $12,267 8/31/2007 $14,357 $15,330 $12,245 9/30/2007 $14,569 $15,557 $12,279 10/31/2007 $14,643 $15,626 $12,305 11/30/2007 $14,750 $15,726 $12,378 12/31/2007 $14,787 $15,769 $12,370 1/31/2008 $14,894 $15,968 $12,431 2/29/2008 $14,183 $15,237 $12,467 3/31/2008 $14,615 $15,672 $12,575 4/30/2008 $14,831 $15,856 $12,652 5/31/2008 $14,943 $15,952 $12,758 6/30/2008 $14,765 $15,771 $12,887 7/31/2008 $14,841 $15,831 $12,954 8/31/2008 $14,968 $16,017 $12,903 9/30/2008 $14,095 $15,265 $12,885 10/31/2008 $14,138 $15,110 $12,755 11/30/2008 $14,177 $15,158 $12,510 12/31/2008 $14,552 $15,379 $12,381 1/31/2009 $14,874 $15,942 $12,435 2/28/2009 $15,011 $16,025 $12,497 3/31/2009 $15,093 $16,028 $12,527 4/30/2009 $15,393 $16,349 $12,558 5/31/2009 $15,461 $16,522 $12,595 6/30/2009 $15,389 $16,367 $12,703 7/31/2009 $15,532 $16,641 $12,683 8/31/2009 $15,737 $16,925 $12,711 9/30/2009 $16,144 $17,532 $12,719 10/31/2009 $15,870 $17,164 $12,731 11/30/2009 $15,962 $17,306 $12,740 12/31/2009 $16,053 $17,365 $12,718 1/31/2010 $16,083 $17,455 $12,761 2/28/2010 $16,185 $17,624 $12,764 AVERAGE ANNUAL TOTAL RETURN CLASS B 2/28/10 - ------- ------- 1-Year +3.21% 5-Year +3.12% 10-Year +4.96% (PERFORMANCE GRAPH) CLASS B (3/1/00-2/28/10) FRANKLIN OHIO TAX-FREE BARCLAYS CAPITAL DATE INCOME FUND - CLASS B MUNICIPAL BOND INDEX CPI - ------------- ---------------------- -------------------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,212 $10,218 $10,082 4/30/2000 $10,157 $10,158 $10,088 5/31/2000 $10,111 $10,105 $10,100 6/30/2000 $10,352 $10,373 $10,153 7/31/2000 $10,488 $10,518 $10,177 8/31/2000 $10,643 $10,680 $10,177 9/30/2000 $10,584 $10,624 $10,230 10/31/2000 $10,670 $10,740 $10,247 11/30/2000 $10,763 $10,821 $10,253 12/31/2000 $11,018 $11,089 $10,247 1/31/2001 $11,076 $11,198 $10,312 2/28/2001 $11,104 $11,234 $10,353 3/31/2001 $11,193 $11,334 $10,377 4/30/2001 $11,079 $11,212 $10,418 5/31/2001 $11,175 $11,332 $10,465 6/30/2001 $11,242 $11,408 $10,483 7/31/2001 $11,388 $11,577 $10,453 8/31/2001 $11,550 $11,768 $10,453 9/30/2001 $11,534 $11,729 $10,501 10/31/2001 $11,642 $11,868 $10,465 11/30/2001 $11,579 $11,768 $10,448 12/31/2001 $11,480 $11,657 $10,406 1/31/2002 $11,663 $11,859 $10,430 2/28/2002 $11,757 $12,002 $10,471 3/31/2002 $11,584 $11,767 $10,530 4/30/2002 $11,741 $11,997 $10,589 5/31/2002 $11,792 $12,070 $10,589 6/30/2002 $11,889 $12,197 $10,595 7/31/2002 $12,009 $12,354 $10,607 8/31/2002 $12,108 $12,503 $10,642 9/30/2002 $12,343 $12,776 $10,660 10/31/2002 $12,172 $12,565 $10,677 11/30/2002 $12,143 $12,512 $10,677 12/31/2002 $12,372 $12,776 $10,654 1/31/2003 $12,345 $12,744 $10,701 2/28/2003 $12,491 $12,922 $10,783 3/31/2003 $12,506 $12,930 $10,848 4/30/2003 $12,607 $13,015 $10,824 5/31/2003 $12,895 $13,320 $10,807 6/30/2003 $12,835 $13,263 $10,819 7/31/2003 $12,375 $12,799 $10,830 8/31/2003 $12,444 $12,895 $10,872 9/30/2003 $12,705 $13,274 $10,907 10/31/2003 $12,665 $13,207 $10,895 11/30/2003 $12,814 $13,345 $10,866 12/31/2003 $12,909 $13,455 $10,854 1/31/2004 $13,001 $13,532 $10,907 2/29/2004 $13,190 $13,736 $10,966 3/31/2004 $13,129 $13,688 $11,037 4/30/2004 $12,798 $13,364 $11,072 5/31/2004 $12,736 $13,315 $11,137 6/30/2004 $12,748 $13,364 $11,172 7/31/2004 $12,914 $13,540 $11,154 8/31/2004 $13,144 $13,811 $11,160 9/30/2004 $13,216 $13,884 $11,184 10/31/2004 $13,351 $14,004 $11,243 11/30/2004 $13,224 $13,888 $11,249 12/31/2004 $13,413 $14,058 $11,207 1/31/2005 $13,569 $14,189 $11,231 2/28/2005 $13,526 $14,142 $11,296 3/31/2005 $13,442 $14,053 $11,384 4/30/2005 $13,653 $14,274 $11,461 5/31/2005 $13,752 $14,375 $11,449 6/30/2005 $13,816 $14,464 $11,455 7/31/2005 $13,750 $14,399 $11,508 8/31/2005 $13,869 $14,544 $11,567 9/30/2005 $13,758 $14,446 $11,708 10/31/2005 $13,668 $14,359 $11,731 11/30/2005 $13,734 $14,428 $11,637 12/31/2005 $13,854 $14,552 $11,590 1/31/2006 $13,860 $14,591 $11,678 2/28/2006 $13,987 $14,689 $11,702 3/31/2006 $13,889 $14,588 $11,767 4/30/2006 $13,887 $14,583 $11,867 5/31/2006 $13,920 $14,648 $11,926 6/30/2006 $13,827 $14,592 $11,949 7/31/2006 $13,993 $14,766 $11,985 8/31/2006 $14,171 $14,985 $12,008 9/30/2006 $14,257 $15,089 $11,949 10/31/2006 $14,347 $15,184 $11,885 11/30/2006 $14,479 $15,311 $11,867 12/31/2006 $14,431 $15,257 $11,885 1/31/2007 $14,373 $15,217 $11,921 2/28/2007 $14,561 $15,418 $11,985 3/31/2007 $14,505 $15,380 $12,094 4/30/2007 $14,536 $15,426 $12,172 5/31/2007 $14,465 $15,357 $12,247 6/30/2007 $14,394 $15,278 $12,270 7/31/2007 $14,495 $15,396 $12,267 8/31/2007 $14,420 $15,330 $12,245 9/30/2007 $14,637 $15,557 $12,279 10/31/2007 $14,705 $15,626 $12,305 11/30/2007 $14,793 $15,726 $12,378 12/31/2007 $14,823 $15,769 $12,370 1/31/2008 $14,936 $15,968 $12,431 2/29/2008 $14,220 $15,237 $12,467 3/31/2008 $14,654 $15,672 $12,575 4/30/2008 $14,870 $15,856 $12,652 5/31/2008 $14,982 $15,952 $12,758 6/30/2008 $14,804 $15,771 $12,887 7/31/2008 $14,881 $15,831 $12,954 8/31/2008 $15,004 $16,017 $12,903 9/30/2008 $14,132 $15,265 $12,885 10/31/2008 $14,175 $15,110 $12,755 11/30/2008 $14,210 $15,158 $12,510 12/31/2008 $14,590 $15,379 $12,381 1/31/2009 $14,912 $15,942 $12,435 2/28/2009 $15,049 $16,025 $12,497 3/31/2009 $15,134 $16,028 $12,527 4/30/2009 $15,435 $16,349 $12,558 5/31/2009 $15,500 $16,522 $12,595 6/30/2009 $15,431 $16,367 $12,703 7/31/2009 $15,574 $16,641 $12,683 8/31/2009 $15,780 $16,925 $12,711 9/30/2009 $16,189 $17,532 $12,719 10/31/2009 $15,912 $17,164 $12,731 11/30/2009 $16,006 $17,306 $12,740 12/31/2009 $16,097 $17,365 $12,718 1/31/2010 $16,124 $17,455 $12,761 2/28/2010 $16,223 $17,624 $12,764 54 | Annual Report Performance Summary (CONTINUED) AVERAGE ANNUAL TOTAL RETURN CLASS C 2/28/10 - ------- ------- 1-Year +6.24% 5-Year +3.46% 10-Year +4.82% (PERFORMANCE GRAPH) CLASS C (3/1/00-2/28/10) FRANKLIN OHIO TAX-FREE BARCLAYS CAPITAL DATE INCOME FUND - CLASS C MUNICIPAL BOND INDEX CPI - ------------- ---------------------- -------------------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,211 $10,218 $10,082 4/30/2000 $10,148 $10,158 $10,088 5/31/2000 $10,102 $10,105 $10,100 6/30/2000 $10,342 $10,373 $10,153 7/31/2000 $10,486 $10,518 $10,177 8/31/2000 $10,632 $10,680 $10,177 9/30/2000 $10,573 $10,624 $10,230 10/31/2000 $10,658 $10,740 $10,247 11/30/2000 $10,742 $10,821 $10,253 12/31/2000 $11,005 $11,089 $10,247 1/31/2001 $11,062 $11,198 $10,312 2/28/2001 $11,090 $11,234 $10,353 3/31/2001 $11,179 $11,334 $10,377 4/30/2001 $11,066 $11,212 $10,418 5/31/2001 $11,162 $11,332 $10,465 6/30/2001 $11,228 $11,408 $10,483 7/31/2001 $11,373 $11,577 $10,453 8/31/2001 $11,534 $11,768 $10,453 9/30/2001 $11,518 $11,729 $10,501 10/31/2001 $11,626 $11,868 $10,465 11/30/2001 $11,563 $11,768 $10,448 12/31/2001 $11,466 $11,657 $10,406 1/31/2002 $11,638 $11,859 $10,430 2/28/2002 $11,741 $12,002 $10,471 3/31/2002 $11,559 $11,767 $10,530 4/30/2002 $11,724 $11,997 $10,589 5/31/2002 $11,776 $12,070 $10,589 6/30/2002 $11,872 $12,197 $10,595 7/31/2002 $11,992 $12,354 $10,607 8/31/2002 $12,090 $12,503 $10,642 9/30/2002 $12,323 $12,776 $10,660 10/31/2002 $12,154 $12,565 $10,677 11/30/2002 $12,126 $12,512 $10,677 12/31/2002 $12,354 $12,776 $10,654 1/31/2003 $12,328 $12,744 $10,701 2/28/2003 $12,473 $12,922 $10,783 3/31/2003 $12,479 $12,930 $10,848 4/30/2003 $12,589 $13,015 $10,824 5/31/2003 $12,866 $13,320 $10,807 6/30/2003 $12,815 $13,263 $10,819 7/31/2003 $12,347 $12,799 $10,830 8/31/2003 $12,425 $12,895 $10,872 9/30/2003 $12,684 $13,274 $10,907 10/31/2003 $12,644 $13,207 $10,895 11/30/2003 $12,791 $13,345 $10,866 12/31/2003 $12,886 $13,455 $10,854 1/31/2004 $12,977 $13,532 $10,907 2/29/2004 $13,166 $13,736 $10,966 3/31/2004 $13,105 $13,688 $11,037 4/30/2004 $12,776 $13,364 $11,072 5/31/2004 $12,715 $13,315 $11,137 6/30/2004 $12,727 $13,364 $11,172 7/31/2004 $12,881 $13,540 $11,154 8/31/2004 $13,119 $13,811 $11,160 9/30/2004 $13,201 $13,884 $11,184 10/31/2004 $13,336 $14,004 $11,243 11/30/2004 $13,199 $13,888 $11,249 12/31/2004 $13,387 $14,058 $11,207 1/31/2005 $13,553 $14,189 $11,231 2/28/2005 $13,510 $14,142 $11,296 3/31/2005 $13,416 $14,053 $11,384 4/30/2005 $13,625 $14,274 $11,461 5/31/2005 $13,734 $14,375 $11,449 6/30/2005 $13,798 $14,464 $11,455 7/31/2005 $13,721 $14,399 $11,508 8/31/2005 $13,850 $14,544 $11,567 9/30/2005 $13,729 $14,446 $11,708 10/31/2005 $13,639 $14,359 $11,731 11/30/2005 $13,716 $14,428 $11,637 12/31/2005 $13,824 $14,552 $11,590 1/31/2006 $13,841 $14,591 $11,678 2/28/2006 $13,967 $14,689 $11,702 3/31/2006 $13,869 $14,588 $11,767 4/30/2006 $13,856 $14,583 $11,867 5/31/2006 $13,888 $14,648 $11,926 6/30/2006 $13,807 $14,592 $11,949 7/31/2006 $13,961 $14,766 $11,985 8/31/2006 $14,149 $14,985 $12,008 9/30/2006 $14,235 $15,089 $11,949 10/31/2006 $14,324 $15,184 $11,885 11/30/2006 $14,455 $15,311 $11,867 12/31/2006 $14,397 $15,257 $11,885 1/31/2007 $14,350 $15,217 $11,921 2/28/2007 $14,537 $15,418 $11,985 3/31/2007 $14,480 $15,380 $12,094 4/30/2007 $14,512 $15,426 $12,172 5/31/2007 $14,440 $15,357 $12,247 6/30/2007 $14,371 $15,278 $12,270 7/31/2007 $14,471 $15,396 $12,267 8/31/2007 $14,396 $15,330 $12,245 9/30/2007 $14,612 $15,557 $12,279 10/31/2007 $14,679 $15,626 $12,305 11/30/2007 $14,779 $15,726 $12,378 12/31/2007 $14,809 $15,769 $12,370 1/31/2008 $14,908 $15,968 $12,431 2/29/2008 $14,196 $15,237 $12,467 3/31/2008 $14,617 $15,672 $12,575 4/30/2008 $14,824 $15,856 $12,652 5/31/2008 $14,928 $15,952 $12,758 6/30/2008 $14,757 $15,771 $12,887 7/31/2008 $14,814 $15,831 $12,954 8/31/2008 $14,932 $16,017 $12,903 9/30/2008 $14,062 $15,265 $12,885 10/31/2008 $14,098 $15,110 $12,755 11/30/2008 $14,118 $15,158 $12,510 12/31/2008 $14,506 $15,379 $12,381 1/31/2009 $14,818 $15,942 $12,435 2/28/2009 $14,934 $16,025 $12,497 3/31/2009 $15,008 $16,028 $12,527 4/30/2009 $15,298 $16,349 $12,558 5/31/2009 $15,357 $16,522 $12,595 6/30/2009 $15,280 $16,367 $12,703 7/31/2009 $15,425 $16,641 $12,683 8/31/2009 $15,620 $16,925 $12,711 9/30/2009 $16,026 $17,532 $12,719 10/31/2009 $15,737 $17,164 $12,731 11/30/2009 $15,819 $17,306 $12,740 12/31/2009 $15,914 $17,365 $12,718 1/31/2010 $15,936 $17,455 $12,761 2/28/2010 $16,014 $17,624 $12,764 AVERAGE ANNUAL TOTAL RETURN ADVISOR CLASS(8) 2/28/10 - ---------------- ------- 1-Year +7.93% 5-Year +4.07% 10-Year +5.41% (PERFORMANCE GRAPH) ADVISOR CLASS (3/1/00-2/28/10)(8) FRANKLIN OHIO TAX-FREE INCOME FUND - BARCLAYS CAPITAL DATE ADVISOR CLASS MUNICIPAL BOND INDEX CPI - ------------- ---------------------- -------------------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,216 $10,218 $10,082 4/30/2000 $10,158 $10,158 $10,088 5/31/2000 $10,117 $10,105 $10,100 6/30/2000 $10,354 $10,373 $10,153 7/31/2000 $10,504 $10,518 $10,177 8/31/2000 $10,656 $10,680 $10,177 9/30/2000 $10,601 $10,624 $10,230 10/31/2000 $10,693 $10,740 $10,247 11/30/2000 $10,782 $10,821 $10,253 12/31/2000 $11,052 $11,089 $10,247 1/31/2001 $11,115 $11,198 $10,312 2/28/2001 $11,147 $11,234 $10,353 3/31/2001 $11,243 $11,334 $10,377 4/30/2001 $11,134 $11,212 $10,418 5/31/2001 $11,227 $11,332 $10,465 6/30/2001 $11,299 $11,408 $10,483 7/31/2001 $11,451 $11,577 $10,453 8/31/2001 $11,620 $11,768 $10,453 9/30/2001 $11,609 $11,729 $10,501 10/31/2001 $11,724 $11,868 $10,465 11/30/2001 $11,665 $11,768 $10,448 12/31/2001 $11,572 $11,657 $10,406 1/31/2002 $11,752 $11,859 $10,430 2/28/2002 $11,862 $12,002 $10,471 3/31/2002 $11,683 $11,767 $10,530 4/30/2002 $11,857 $11,997 $10,589 5/31/2002 $11,915 $12,070 $10,589 6/30/2002 $12,019 $12,197 $10,595 7/31/2002 $12,136 $12,354 $10,607 8/31/2002 $12,251 $12,503 $10,642 9/30/2002 $12,485 $12,776 $10,660 10/31/2002 $12,318 $12,565 $10,677 11/30/2002 $12,294 $12,512 $10,677 12/31/2002 $12,533 $12,776 $10,654 1/31/2003 $12,512 $12,744 $10,701 2/28/2003 $12,665 $12,922 $10,783 3/31/2003 $12,687 $12,930 $10,848 4/30/2003 $12,796 $13,015 $10,824 5/31/2003 $13,085 $13,320 $10,807 6/30/2003 $13,039 $13,263 $10,819 7/31/2003 $12,576 $12,799 $10,830 8/31/2003 $12,652 $12,895 $10,872 9/30/2003 $12,925 $13,274 $10,907 10/31/2003 $12,890 $13,207 $10,895 11/30/2003 $13,048 $13,345 $10,866 12/31/2003 $13,151 $13,455 $10,854 1/31/2004 $13,250 $13,532 $10,907 2/29/2004 $13,450 $13,736 $10,966 3/31/2004 $13,394 $13,688 $11,037 4/30/2004 $13,061 $13,364 $11,072 5/31/2004 $13,005 $13,315 $11,137 6/30/2004 $13,022 $13,364 $11,172 7/31/2004 $13,187 $13,540 $11,154 8/31/2004 $13,440 $13,811 $11,160 9/30/2004 $13,520 $13,884 $11,184 10/31/2004 $13,664 $14,004 $11,243 11/30/2004 $13,529 $13,888 $11,249 12/31/2004 $13,730 $14,058 $11,207 1/31/2005 $13,908 $14,189 $11,231 2/28/2005 $13,870 $14,142 $11,296 3/31/2005 $13,790 $14,053 $11,384 4/30/2005 $14,002 $14,274 $11,461 5/31/2005 $14,110 $14,375 $11,449 6/30/2005 $14,194 $14,464 $11,455 7/31/2005 $14,121 $14,399 $11,508 8/31/2005 $14,250 $14,544 $11,567 9/30/2005 $14,142 $14,446 $11,708 10/31/2005 $14,055 $14,359 $11,731 11/30/2005 $14,142 $14,428 $11,637 12/31/2005 $14,261 $14,552 $11,590 1/31/2006 $14,285 $14,591 $11,678 2/28/2006 $14,421 $14,689 $11,702 3/31/2006 $14,316 $14,588 $11,767 4/30/2006 $14,320 $14,583 $11,867 5/31/2006 $14,361 $14,648 $11,926 6/30/2006 $14,283 $14,592 $11,949 7/31/2006 $14,450 $14,766 $11,985 8/31/2006 $14,653 $14,985 $12,008 9/30/2006 $14,737 $15,089 $11,949 10/31/2006 $14,849 $15,184 $11,885 11/30/2006 $14,980 $15,311 $11,867 12/31/2006 $14,938 $15,257 $11,885 1/31/2007 $14,884 $15,217 $11,921 2/28/2007 $15,087 $15,418 $11,985 3/31/2007 $15,035 $15,380 $12,094 4/30/2007 $15,075 $15,426 $12,172 5/31/2007 $15,020 $15,357 $12,247 6/30/2007 $14,941 $15,278 $12,270 7/31/2007 $15,053 $15,396 $12,267 8/31/2007 $14,994 $15,330 $12,245 9/30/2007 $15,216 $15,557 $12,279 10/31/2007 $15,293 $15,626 $12,305 11/30/2007 $15,405 $15,726 $12,378 12/31/2007 $15,443 $15,769 $12,370 1/31/2008 $15,555 $15,968 $12,431 2/29/2008 $14,812 $15,237 $12,467 3/31/2008 $15,264 $15,672 $12,575 4/30/2008 $15,489 $15,856 $12,652 5/31/2008 $15,606 $15,952 $12,758 6/30/2008 $15,420 $15,771 $12,887 7/31/2008 $15,501 $15,831 $12,954 8/31/2008 $15,635 $16,017 $12,903 9/30/2008 $14,724 $15,265 $12,885 10/31/2008 $14,758 $15,110 $12,755 11/30/2008 $14,800 $15,158 $12,510 12/31/2008 $15,205 $15,379 $12,381 1/31/2009 $15,543 $15,942 $12,435 2/28/2009 $15,687 $16,025 $12,497 3/31/2009 $15,762 $16,028 $12,527 4/30/2009 $16,077 $16,349 $12,558 5/31/2009 $16,149 $16,522 $12,595 6/30/2009 $16,075 $16,367 $12,703 7/31/2009 $16,238 $16,641 $12,683 8/31/2009 $16,454 $16,925 $12,711 9/30/2009 $16,882 $17,532 $12,719 10/31/2009 $16,597 $17,164 $12,731 11/30/2009 $16,693 $17,306 $12,740 12/31/2009 $16,791 $17,365 $12,718 1/31/2010 $16,823 $17,455 $12,761 2/28/2010 $16,929 $17,624 $12,764 Annual Report | 55 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 2/28/10. (5.) Taxable equivalent distribution rate and yield assume the published rates as of 12/24/09 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.) The 30-day standardized yield for the month ended 2/28/10 reflects an estimated yield to maturity (assuming all portfolio securities are held to maturity). It should be regarded as an estimate of the Fund's rate of investment income, and it may not equal the Fund's actual income distribution rate (which reflects the Fund's past dividends paid to shareholders) or the income reported in the Fund's financial statements. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. In periods of market volatility, assets may decline significantly, causing total annual Fund operating expenses to become higher than the figures shown. (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 and average annual total returns of Advisor Class shares were +9.41% and +5.56%. (9.) Source: (C) 2010 Morningstar. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. To be included in the index, bonds must be fixed rate, have at least one year to final maturity and be rated investment grade (Baa3/BBB- or higher) by at least two of the following agencies: Moody's, Standard & Poor's or Fitch. The Consumer Price Index (CPI), calculated by the U.S. Bureau of Labor Statistics, is a commonly used measure of the inflation rate. 56 | Annual Report 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. Annual Report | 57 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 9/1/09 VALUE 2/28/10 PERIOD* 9/1/09-2/28/10 ----------------- -------------- ---------------------- CLASS A Actual $1,000 $1,028.30 $3.22 Hypothetical (5% return before expenses) $1,000 $1,021.62 $3.21 CLASS B Actual $1,000 $1,025.50 $5.98 Hypothetical (5% return before expenses) $1,000 $1,018.89 $5.96 CLASS C Actual $1,000 $1,025.20 $5.98 Hypothetical (5% return before expenses) $1,000 $1,018.89 $5.96 ADVISOR CLASS Actual $1,000 $1,028.80 $2.72 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. 58 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN INSURED TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, --------------------------------------------------------------- CLASS A 2010 2009 2008(a) 2007 2006 - ------- ---------- ---------- ---------- ---------- ---------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 11.20 $ 11.48 $ 12.32 $ 12.32 $ 12.41 ---------- ---------- ---------- ---------- ---------- Income from investment operations(b): Net investment income(c) .................... 0.52 0.52 0.52 0.53 0.54 Net realized and unrealized gains (losses) .. 0.68 (0.29) (0.84) 0.01 (0.10) ---------- ---------- ---------- ---------- ---------- Total from investment operations ............... 1.20 0.23 (0.32) 0.54 0.44 ---------- ---------- ---------- ---------- ---------- Less distributions from: Net investment income ....................... (0.52) (0.51) (0.52) (0.53) (0.53) Net realized gains .......................... -- -- (--)(d) (0.01) -- ---------- ---------- ---------- ---------- ---------- Total distributions ............................ (0.52) (0.51) (0.52) (0.54) (0.53) ---------- ---------- ---------- ---------- ---------- Redemption fees(e) ............................. -- --(d) --(d) --(d) --(d) ---------- ---------- ---------- ---------- ---------- Net asset value, end of year ................... $ 11.88 $ 11.20 $ 11.48 $ 12.32 $ 12.32 ========== ========== ========== ========== ========== Total return(f) ................................ 10.93% 2.04% (2.70)% 4.51% 3.65% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 0.63% 0.63% 0.64% 0.63% 0.63% Net investment income .......................... 4.46% 4.57% 4.28% 4.33% 4.37% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $2,134,949 $1,807,929 $1,909,094 $1,821,006 $1,697,516 Portfolio turnover rate ........................ 5.21% 15.12% 15.60% 6.75% 4.94% (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 B 2010 2009 2008(a) 2007 2006 - ------- ------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 11.26 $ 11.53 $ 12.37 $ 12.37 $ 12.47 ------- ------- ------- ------- ------- Income from investment operations(b): Net investment income(c) .................... 0.46 0.46 0.45 0.46 0.47 Net realized and unrealized gains (losses) .. 0.68 (0.28) (0.83) 0.01 (0.10) ------- ------- ------- ------- ------- Total from investment operations ............... 1.14 0.18 (0.38) 0.47 0.37 ------- ------- ------- ------- ------- Less distributions from: Net investment income ....................... (0.46) (0.45) (0.46) (0.46) (0.47) Net realized gains .......................... -- -- (--)d (0.01) -- ------- ------- ------- ------- ------- Total distributions ............................ (0.46) (0.45) (0.46) (0.47) (0.47) ------- ------- ------- ------- ------- Redemption fees(e) ............................. -- --(d) --(d) --(d) --(d) ------- ------- ------- ------- ------- Net asset value, end of year ................... $ 11.94 $ 11.26 $ 11.53 $ 12.37 $ 12.37 ======= ======= ======= ======= ======= Total return(f) ................................ 10.27% 1.56% (3.22)% 3.93% 3.07% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 1.18% 1.18% 1.19% 1.18% 1.18% Net investment income .......................... 3.91% 4.02% 3.73% 3.78% 3.82% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $43,086 $56,475 $69,500 $83,644 $94,569 Portfolio turnover rate ........................ 5.21% 15.12% 15.60% 6.75% 4.94% (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 YEAR ENDED FEBRUARY 28, ---------------------------------------------------- CLASS C 2010 2009 2008(a) 2007 2006 - ------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 11.31 $ 11.59 $ 12.43 $ 12.42 $ 12.51 -------- -------- -------- -------- -------- Income from investment operations(b): Net investment income(c) .................... 0.46 0.47 0.46 0.47 0.48 Net realized and unrealized gains (losses) .. 0.70 (0.30) (0.84) 0.01 (0.10) -------- -------- -------- -------- -------- Total from investment operations ............... 1.16 0.17 (0.38) 0.48 0.38 -------- -------- -------- -------- -------- Less distributions from: Net investment income ....................... (0.46) (0.45) (0.46) (0.46) (0.47) Net realized gains .......................... -- -- (--)(d) (0.01) -- -------- -------- -------- -------- -------- Total distributions ............................ (0.46) (0.45) (0.46) (0.47) (0.47) -------- -------- -------- -------- -------- Redemption fees(e) ............................. -- --(d) --(d) --(d) --(d) -------- -------- -------- -------- -------- Net asset value, end of year ................... $ 12.01 $ 11.31 $ 11.59 $ 12.43 $ 12.42 ======== ======== ======== ======== ======== Total return(f) ................................ 10.41% 1.46% (3.21)% 3.99% 3.06% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 1.18% 1.18% 1.19% 1.17% 1.18% Net investment income .......................... 3.91% 4.02% 3.73% 3.79% 3.82% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $339,444 $196,085 $148,054 $141,913 $147,979 Portfolio turnover rate ........................ 5.21% 15.12% 15.60% 6.75% 4.94% (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 | 61 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN INSURED TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, --------------- ADVISOR CLASS 2010 2009(a) - ------------- ------ ------ PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $11.20 $11.86 ------ ------ Income from investment operations(b): Net investment income(c) .................... 0.53 0.36 Net realized and unrealized gains (losses) .. 0.69 (0.67) ------ ------ Total from investment operations ............... 1.22 (0.31) ------ ------ Less distributions from net investment income .. (0.54) (0.35) ------ ------ Net asset value, end of year ................... $11.88 $11.20 ====== ====== Total return(d) ................................ 11.04% (2.58)% RATIOS TO AVERAGE NET ASSETS(e) Expenses ....................................... 0.53% 0.53% Net investment income .......................... 4.56% 4.67% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $9,408 $1,417 Portfolio turnover rate ........................ 5.21% 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. 62 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 FRANKLIN INSURED TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------- ---------------- -------------- MUNICIPAL BONDS 97.5% ALABAMA 4.0% Alabama Drinking Water Finance Authority Revenue, Revolving Fund Loan, Series A, AMBAC Insured, 5.25%, 8/15/21 ........................................................... $ 2,490,000 $ 2,581,881 Anniston Regional Medical Center Board Revenue, Series A, AMBAC Insured, 5.25%, 6/01/18 ........................................................................... 5,000,000 5,004,550 Bessemer GO, wts., XLCA Insured, 5.00%, 2/01/35 ...................................... 2,000,000 2,009,060 Birmingham Waterworks Board Water Revenue, Series A, Assured Guaranty, 5.25%, 1/01/39 ........................................................................... 5,000,000 5,229,600 Daphne Utilities Board Water Gas and Sewer Revenue, Series B, AMBAC Insured, Pre-Refunded, 5.50%, 6/01/30 ...................................................... 1,670,000 1,707,425 East Alabama Health Care Authority Health Care Facilities Revenue, Tax Anticipation Bond, Series A, NATL Insured, 5.25%, 9/01/28 ...................................... 7,000,000 7,000,000 Helena Utilities Board Water and Sewer Revenue, NATL Insured, Pre-Refunded, 5.25%, 4/01/27 ........................................................................... 3,260,000 3,606,897 4/01/33 ........................................................................... 4,890,000 5,410,345 Houston County Health Care Authority Revenue, Series A, AMBAC Insured, 5.125%, 10/01/24 .......................................................................... 5,855,000 5,591,349 10/01/25 .......................................................................... 6,065,000 5,737,733 Leeds Public Educational Building Authority Educational Facilities Revenue, Assured Guaranty, 5.125%, 4/01/38 ......................................................... 10,865,000 11,216,265 Limestone County Water and Sewer Authority Water Revenue, AMBAC Insured, 5.00%, 12/01/35 .......................................................................... 9,100,000 8,656,830 Madison GO, wts., Refunding, XLCA Insured, 4.75%, 12/01/36 ........................... 10,000,000 9,894,700 Muscle Shoals GO, wts., NATL Insured, Pre-Refunded, 5.50%, 8/01/30 ................... 2,000,000 2,083,420 Orange Beach Water Sewer and Fire Protection Authority Revenue, NATL Insured, 5.00%, 5/15/35 ........................................................................... 3,665,000 3,738,667 Pell City GO, wts., Refunding, XLCA Insured, 5.00%, 2/01/24 ........................................... 1,020,000 1,057,964 XLCA Insured, 5.00%, 2/01/34 ...................................................... 5,195,000 4,937,640 Tuscaloosa Public Educational Building Authority Student Housing Revenue, Ridgecrest Student Housing LLC University of Alabama Ridgecrest Residential Project, Assured Guaranty, 6.75%, 7/01/38 ............................................... 5,000,000 5,651,400 University of Alabama at Birmingham Hospital Revenue, Refunding, Series A, AMBAC Insured, 5.00%, 9/01/41 ........................................................... 5,000,000 4,849,550 University of Alabama University Revenues, General, Birmingham, FGIC Insured, 5.25%, 10/01/27 .......................................................................... 5,975,000 6,105,374 -------------- 102,070,650 -------------- ALASKA 0.6% Alaska Energy Authority Power Revenue, Bradley Lake Project, Refunding, NATL Insured, 6.25%, 7/01/21 .................................................................... 5,000 5,006 Alaska Energy Authority Utilities Revenue, Refunding, FSA Insured, 5.20%, 7/01/17 .... 3,000,000 3,005,190 Matanuska-Susitna Borough Lease Revenue, Goose Creek Correctional Center, Assured Guaranty, 6.00%, 9/01/32 .......................................................... 10,000,000 11,448,000 -------------- 14,458,196 -------------- ARIZONA 2.3% Arizona State COP, Department Administration, Series A, FSA Insured, 5.25%, 10/01/26 ................................................................... 8,500,000 8,937,240 5.25%, 10/01/28 ................................................................... 10,000,000 10,365,200 5.00%, 10/01/29 ................................................................... 5,000,000 5,072,050 Annual Report | 63 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN INSURED TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) ARIZONA (CONTINUED) Arizona State Municipal Financing Program COP, Series 20, BIG Insured, ETM, 7.70%, 8/01/10 ........................................................................... $ 2,800,000 $ 2,883,748 Cochise County USD No. 68 GO, Sierra Vista, Refunding, NATL Insured, 7.50%, 7/01/10 .. 500,000 509,840 Downtown Phoenix Hotel Corp. Revenue, Senior Series A, FGIC Insured, 5.00%, 7/01/36 ..................................... 15,000,000 11,879,400 sub. bond, Series B, NATL Insured, 5.00%, 7/01/36 ................................. 6,450,000 6,020,559 Maricopa County IDA Hospital Facility Revenue, Samaritan Health Services, Series A, NATL Insured, ETM, 7.00%, 12/01/16 ................................................ 300,000 370,443 Tucson Water Revenue, Series B, FSA Insured, 5.00%, 7/01/32 .......................... 12,000,000 12,453,720 -------------- 58,492,200 -------------- ARKANSAS 1.3% Arkansas State University Student Fee Revenue, Arkansas State University-Beebe, Series B, AMBAC Insured, 5.00%, 12/01/30 .......................................................................... 3,250,000 3,295,077 12/01/35 .......................................................................... 3,045,000 2,988,546 Benton Regional Public Water Authority Water Revenue, Refunding and Improvement, XLCA Insured, 5.00%, 10/01/35 .......................................................... 5,230,000 5,285,647 Little Rock School District GO, Refunding, Series B, FSA Insured, 5.50%, 2/01/33 .................................. 3,970,000 3,973,295 Series C, FSA Insured, 5.25%, 2/01/33 ............................................. 7,790,000 7,857,929 Paragould Water and Electric Revenue, AMBAC Insured, Pre-Refunded, 5.65%, 12/01/25 ... 1,000,000 1,040,130 University of Arkansas University Revenues, Various Facility, Fayetteville Campus, AMBAC Insured, 5.00%, 11/01/36 .................................................... 3,205,000 3,350,571 FGIC Insured, 5.00%, 12/01/32 ..................................................... 4,000,000 4,108,000 -------------- 31,899,195 -------------- CALIFORNIA 7.3% California State GO, Refunding, AMBAC Insured, 5.00%, 2/01/33 .......................................... 7,000,000 6,402,200 Refunding, NATL Insured, 5.00%, 2/01/31 ........................................... 20,000,000 18,661,600 Refunding, NATL Insured, 5.00%, 10/01/32 .......................................... 1,910,000 1,760,409 Various Purpose, 6.00%, 4/01/38 ................................................... 30,000,000 30,929,400 Various Purpose, Refunding, NATL Insured, 4.75%, 3/01/35 .......................... 20,855,000 17,845,623 California State Public Works Board Lease Revenue, Various Capital Projects, Series G-1, 5.25%, 10/01/24 ....................................................... 5,000,000 5,269,100 California State University Revenue, Systemwide, Series A, FSA Insured, 5.00%, 11/01/39 ................................................................... 10,000,000 9,713,300 Colton Joint USD, GO, Election of 2008, Series A, Assured Guaranty, 5.375%, 8/01/34 .. 10,000,000 10,106,200 Corona COP, Corona Community Hospital Project, Pre-Refunded, 9.425%, 9/01/20 ......... 13,100,000 13,459,202 Los Angeles USD, GO, Election of 2004, Series H, FSA Insured, 5.00%, 7/01/32 ......... 32,565,000 33,284,035 Montebello USD, GO, Election of 2004, Series A-1, Assured Guaranty, 5.25%, 8/01/34 ... 5,000,000 5,062,750 Oakland RDA Tax Allocation, Central District Redevelopment, Refunding, AMBAC Insured, 5.50%, 2/01/14 .................................................................... 165,000 168,680 Richmond Joint Powers Financing Authority Revenue, Lease, Civic Center Project, Refunding, Assured Guaranty, 5.75%, 8/01/29 ....................................... 13,315,000 14,410,026 San Joaquin Hills Transportation Corridor Agency Toll Road Revenue, Refunding, Series A, NATL Insured, 5.25%, 1/15/30 ............................................ 4,000,000 3,430,400 San Jose RDA Tax Allocation, Merged Area, Refunding, Series D, Assured Guaranty, 5.00%, 8/01/22 .................................................................... 10,000,000 10,452,800 64 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN INSURED TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) CALIFORNIA (CONTINUED) Val Verde USD, COP, School Construction Project, Refunding, Series B, FGIC Insured, 5.00%, 1/01/35 ................................. $ 1,680,000 $ 1,401,002 Series B, FGIC Insured, Pre-Refunded, 5.00%, 1/01/35 .............................. 820,000 950,257 -------------- 183,306,984 -------------- COLORADO 4.6% Arkansas River Power Authority Power Revenue, Improvement, XLCA Insured, 5.25%, 10/01/32 .......................................................................... 12,490,000 11,690,390 Aurora Water Improvement Revenue, first lien, Series A, AMBAC Insured, 5.00%, 8/01/39 25,000,000 25,402,250 Broomfield COP, Refunding, AMBAC Insured, 6.00%, 12/01/29 ............................ 3,000,000 3,003,870 Colorado Health Facilities Authority Revenue, Catholic Health Initiatives, Series C-7, FSA Insured, 5.00%, 9/01/36 .............. 20,000,000 20,199,000 Hospital, Refunding, Series B, FSA Insured, 5.25%, 3/01/36 ........................ 10,000,000 10,000,000 Colorado State Board of Governors University Enterprise System Revenue, Series A, NATL Insured, 5.00%, 3/01/37 ........................................................... 10,000,000 10,291,100 Denver City and County Airport Revenue, Series C, NATL Insured, ETM, 6.125%, 11/15/25 .......................................................................... 4,410,000 4,410,794 11/15/25 .......................................................................... 3,590,000 4,462,945 Denver Convention Center Hotel Authority Revenue, Refunding, senior bond, XLCA Insured, 5.00%, 12/01/35 .......................................................... 15,000,000 12,580,200 University of Colorado Hospital Authority Revenue, Refunding, Series A, AMBAC Insured, 5.20%, 11/15/17 ................................................................... 5,425,000 5,436,772 5.25%, 11/15/22 ................................................................... 7,800,000 7,804,992 -------------- 115,282,313 -------------- CONNECTICUT 0.2% Connecticut State Health and Educational Facilities Authority Revenue, Child Care Facilities Program, Series G, Assured Guaranty, 6.00%, 7/01/38 .................... 5,000,000 5,585,650 -------------- DISTRICT OF COLUMBIA 0.8% District of Columbia HFA, RMR, Series 1, FGIC Insured, 7.75%, 9/01/16 ................ 125,000 125,494 District of Columbia Hospital Revenue, Children's Hospital Obligation, Sub Series 1, FSA Insured, 5.45%, 7/15/35 ....................................................... 20,000,000 20,499,800 -------------- 20,625,294 -------------- FLORIDA 13.8% Alachua County School Board COP, AMBAC Insured, 5.00%, 7/01/20 ....................... 1,000,000 1,026,300 Brevard County Local Option Fuel Tax Revenue, NATL Insured, 5.00%, 8/01/32 ........................................................................... 12,440,000 12,477,693 8/01/37 ........................................................................... 13,000,000 12,789,790 Broward County HFAR, 5.65%, 11/01/22 ................................................................... 405,000 405,522 5.70%, 11/01/29 ................................................................... 225,000 225,122 Broward County School Board COP, NATL Insured, 5.00%, 7/01/28 ...................................................... 2,000,000 2,019,380 Series A, FSA Insured, 5.00%, 7/01/22 ............................................. 2,000,000 2,044,380 Series A, FSA Insured, 5.00%, 7/01/26 ............................................. 2,850,000 2,891,040 Series A, FSA Insured, 5.00%, 7/01/30 ............................................. 2,000,000 2,020,340 Cape Coral Water and Sewer Revenue, AMBAC Insured, 5.00%, 10/01/36 ................... 2,000,000 1,874,320 Annual Report | 65 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN INSURED TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) FLORIDA (CONTINUED) Celebration CDD, Special Assessment, Series B, NATL Insured, 5.50%, 5/01/19 .......... $ 195,000 $ 195,088 Clearwater Water and Sewer Revenue, NATL Insured, 5.00%, 12/01/28 .......................................................................... 11,050,000 11,164,809 12/01/32 .......................................................................... 13,665,000 13,768,444 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 1,159,940 Dade County HFA, MFMR, Siesta Pointe Apartments, Series A, 5.75%, 9/01/29 ............ 1,890,000 1,894,441 Daytona Beach Utility System Revenue, Refunding, Series B, NATL Insured, 5.00%, 11/15/32 .......................................................................... 1,000,000 924,570 Destin Capital Improvement Revenue, NATL Insured, 5.00%, 8/01/27 ..................... 1,315,000 1,279,179 Escambia County HFA, SFMR, Multi-County Program, Refunding, Series A, NATL Insured, 6.40%, 10/01/30 ................................................................... 45,000 45,055 Escambia County Utilities Authority Utility System Revenue, FGIC Insured, 5.00%, 1/01/31 ...................................................... 1,775,000 1,783,449 Refunding, Series B, FGIC Insured, 5.00%, 1/01/22 ................................. 2,000,000 2,050,440 Florida Gulf Coast University Financing Corp. Capital Improvement Revenue, Housing Project, Series A, NATL Insured, 5.00%, 2/01/37 ................................... 10,000,000 10,051,800 Florida HFAR, Spinnaker Cove Apartments, Series G, AMBAC Insured, 6.50%, 7/01/36 ..... 1,600,000 1,602,640 Florida HFC Revenue, Housing, Logan's Pointe Apartments, Series F-1, FSA Insured, 5.90%, 12/01/19 ...... 1,195,000 1,216,008 Marina Bay Apartments, Series S, FSA Insured, 5.85%, 2/01/41 ...................... 1,070,000 1,073,980 Florida Intergovernmental Finance Commission Capital Revenue, Series A, AMBAC Insured, 5.00%, 8/01/32 .................................................................... 3,570,000 3,577,854 Florida State Board of Education Capital Outlay GO, Public Education, Refunding, Series E, FGIC Insured, 5.00%, 6/01/24 ................................. 5,000,000 5,226,400 Series B, FGIC Insured, 5.00%, 6/01/23 ............................................ 5,395,000 5,642,900 Florida State Board of Education GO, Series C, NATL Insured, 5.00%, 6/01/27 ............................................ 4,245,000 4,384,024 Series F, NATL Insured, 5.00%, 6/01/28 ............................................ 2,000,000 2,062,440 Florida State Board Regent Housing Revenue, University of Florida, FGIC Insured, Pre-Refunded, 5.25%, 7/01/30 ...................................................... 2,000,000 2,053,000 Florida State Correctional Privatization Commission COP, Series B, AMBAC Insured, 5.00%, 8/01/25 .................................................................... 2,000,000 2,046,760 Florida State Department of Environmental Protection Preservation Revenue, Florida Forever, Series A, NATL Insured, 5.00%, 7/01/21 ................................... 3,000,000 3,121,110 Greater Orlando Aviation Authority Orlando Airport Facilities Revenue, Series B, FGIC Insured, 5.25%, 10/01/28 .......................................................... 2,500,000 2,514,450 Hernando County School Board COP, NATL Insured, 5.00%, 7/01/30 ....................... 1,150,000 1,126,920 Hillsborough County School Board COP, Master Lease Program, Refunding, Series A, NATL Insured, 5.00%, 7/01/26 ........................................................... 1,670,000 1,722,622 Indian Trail Water Control District Improvement Revenue, NATL Insured, 5.75%, 8/01/16 1,090,000 1,091,232 Jacksonville Capital Improvement Revenue, Refunding, Series C, AMBAC Insured, 5.00%, 10/01/25 .......................................................................... 4,000,000 4,060,680 Jacksonville Guaranteed Entitlement Revenue, Refunding and Improvement, FGIC Insured, 5.00%, 10/01/32 ................................................................... 1,000,000 1,005,720 Jacksonville Sales Tax Revenue, AMBAC Insured, 5.00%, 10/01/30 .................................................... 5,000,000 5,064,850 Better Jacksonville, NATL Insured, 5.00%, 10/01/30 ................................ 1,500,000 1,537,425 66 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN INSURED TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) FLORIDA (CONTINUED) Jacksonville Transportation Revenue, NATL Insured, 5.00%, 10/01/26 ................................................................... $ 2,000,000 $ 2,027,480 5.25%, 10/01/29 ................................................................... 11,000,000 11,154,000 Lake County School Board COP, Series A, AMBAC Insured, 5.00%, 6/01/30 ................ 2,080,000 2,064,150 Lee County Airport Revenue, Refunding, FSA Insured, 5.00%, 10/01/33 ........................................... 3,530,000 3,577,831 Series B, FSA Insured, Pre-Refunded, 5.75%, 10/01/33 .............................. 4,000,000 4,168,080 Lee Memorial Health System Hospital Revenue, Series A, AMBAC Insured, 5.00%, 4/01/32 ........................................................................... 1,460,000 1,386,942 4/01/37 ........................................................................... 11,000,000 10,151,240 Leon County COP, AMBAC Insured, 5.00%, 7/01/25 ....................................... 8,935,000 9,074,743 Maitland CDA Revenue, AMBAC Insured, 5.00%, 7/01/34 .................................. 2,595,000 2,663,119 Marion County Utility System Revenue, FGIC Insured, 5.00%, 12/01/31 .................. 1,500,000 1,526,805 Miami Beach Water and Sewer Revenue, AMBAC Insured, 5.00%, 9/01/30 ................... 3,000,000 3,012,540 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 1,453,351 Series B, NATL Insured, 5.75%, 10/01/29 ........................................... 2,500,000 2,535,575 Series B, NATL Insured, 5.00%, 10/01/30 ........................................... 3,500,000 3,438,085 Miami-Dade County GO, Building Better Communities Program, FGIC Insured, 5.00%, 7/01/33 ........................................................................... 2,000,000 2,036,340 Miami-Dade County Public Facilities Revenue, Jackson Health System, Series A, NATL Insured, 5.00%, 6/01/31 ........................................................... 1,650,000 1,573,060 Miami-Dade County School Board COP, Series A, FGIC Insured, 5.00%, 5/01/25 ........................................................................... 5,000,000 5,077,850 5/01/26 ........................................................................... 17,080,000 17,242,602 5/01/27 ........................................................................... 10,775,000 10,812,928 Ocala Utility System Revenue, Refunding, Series A, FGIC Insured, 5.00%, 10/01/31 ..... 2,000,000 2,042,840 Opa-Locka Capital Improvement Revenue, FGIC Insured, 6.125%, 1/01/24 ................. 1,000,000 1,000,470 Orange County Health Facilities Authority Revenue, Hospital, Orlando Regional Healthcare, Series B, FSA Insured, 5.00%, 12/01/32 ................................ 7,000,000 6,813,940 Orange County School Board COP, AMBAC Insured, 5.50%, 8/01/25 ..................................................... 1,000,000 1,016,560 Series A, NATL Insured, 5.00%, 8/01/27 ............................................ 10,000,000 10,124,000 Orlando-Orange County Expressway Authority Revenue, junior lien, FGIC Insured, 6.50%, 7/01/10 ......................................... 100,000 101,803 junior lien, FGIC Insured, 6.50%, 7/01/12 ......................................... 225,000 249,977 Series B, AMBAC Insured, 5.00%, 7/01/35 ........................................... 20,000,000 19,744,000 Osceola County HFA, MFHR, Tierra Vista Apartment Project, Series A, 5.70%, 12/01/17 .. 480,000 481,186 Osceola County School Board COP, Series A, AMBAC Insured, Pre-Refunded, 5.25%, 6/01/27 ........................................................................... 13,000,000 14,353,170 Osceola County Tourist Development Tax Revenue, FGIC Insured, 5.00%, 10/01/32 ........ 3,000,000 3,017,160 Palm Beach County IDR, South Florida Fair Project, NATL Insured, 5.50%, 6/01/31 ...... 2,000,000 2,001,140 Palm Beach County School Board COP, Series A, AMBAC Insured, Pre-Refunded, 5.125%, 8/01/24 ...................................... 2,000,000 2,152,720 FGIC Insured, Pre-Refunded, 6.00%, 8/01/22 ........................................ 3,000,000 3,101,310 Panama City Beach Utility Revenue, Refunding, AMBAC Insured, 5.00%, 6/01/32 .......... 2,000,000 2,009,940 Pasco County Guaranteed Entitlement Revenue, Refunding, FSA Insured, 5.00%, 12/01/33 .......................................................................... 2,185,000 2,258,613 Annual Report | 67 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN INSURED TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) FLORIDA (CONTINUED) Pembroke Pines Public Improvement Revenue, Series A, AMBAC Insured, 5.00%, 10/01/29 .......................................... $ 2,000,000 $ 2,002,340 Series B, AMBAC Insured, 5.00%, 10/01/34 .......................................... 2,000,000 2,010,480 Pinellas County Health Facilities Authority Revenue, Baycare Health System, FSA Insured, 5.00%, 11/15/30 .......................................................... 4,000,000 4,018,480 Pinellas County Sewer Revenue, FSA Insured, 5.00%, 10/01/32 .......................... 3,000,000 3,075,840 Polk County Public Facilities Revenue, NATL Insured, 5.00%, 12/01/33 ................. 2,000,000 1,999,840 Polk County School Board COP, Series A, FSA Insured, 5.00%, 1/01/24 ........................................................................... 5,000,000 5,001,350 1/01/26 ........................................................................... 1,000,000 1,011,070 Polk County Utility System Revenue, Series A, FGIC Insured, 5.00%, 10/01/30 .......................................................................... 1,000,000 1,007,280 10/01/34 .......................................................................... 2,000,000 2,010,480 Port Orange GO, NATL Insured, 5.00%, 4/01/33 ......................................... 1,755,000 1,802,087 Port St. Lucie Utility Revenue, NATL Insured, 5.00%, 9/01/34 ......................... 8,420,000 8,349,525 St. Lucie West Services District Special Assessment Revenue, Port St. Lucie, Water Management Benefit, senior lien, Refunding, Series A, NATL Insured, 5.25%, 5/01/25 ... 5,000,000 4,719,900 St. Lucie West Services District Utility Revenue, senior lien, NATL Insured, 6.125%, 10/01/32 .......................................................................... 2,240,000 2,299,158 Sumter County School District Revenue, Multi-District Loan Program, FSA Insured, 7.15%, 11/01/15 ................................................................... 245,000 301,000 Sunrise Utilities System Revenue, Refunding, AMBAC Insured, 5.20%, 10/01/22 .......... 2,000,000 2,180,400 Tampa Bay Water Utility System Revenue, FGIC Insured, Pre-Refunded, 5.75%, 10/01/29 .. 2,000,000 2,162,820 Tavares Water and Sewer Revenue, AMBAC Insured, 5.50%, 10/01/30 ...................... 1,000,000 1,010,620 University of Central Florida Athletics Assn. Inc. COP, Series A, FGIC Insured, 5.00%, 10/01/27 .......................................................................... 1,000,000 920,790 10/01/30 .......................................................................... 1,485,000 1,323,625 University of Central Florida COP, University of Central Florida Convocation Corp., Series A, FGIC Insured, 5.00%, 10/01/35 .............................................. 1,500,000 1,364,970 Volusia County Educational Facility Authority Revenue, Embry-Riddle Aeronautical University, Refunding, Series B, AMBAC Insured, 5.25%, 10/15/19 ...................... 3,500,000 3,513,475 -------------- 349,753,197 -------------- GEORGIA 4.4% Athens Housing Authority Student Housing Lease Revenue, University of Georgia, East Campus, Refunding, AMBAC Insured, 5.00%, 12/01/33 ................................. 6,000,000 5,950,080 Atlanta Water and Wastewater Revenue, FSA Insured, 5.00%, 11/01/37 ...................................................... 15,000,000 15,267,150 Refunding, Series B, FSA Insured, 5.375%, 11/01/39 ................................ 23,000,000 23,885,040 Series A, NATL Insured, 5.00%, 11/01/29 ........................................... 4,750,000 4,778,025 Brunswick Water and Sewer Revenue, Refunding and Improvement, NATL Insured, 6.10%, 10/01/14 .......................................................................... 1,535,000 1,691,340 Bulloch County Development Authority Revenue, Assured Guaranty, 5.25%, 7/01/33 ....... 14,825,000 15,557,651 Cherokee County Water and Sewer Authority Revenue, NATL Insured, 6.90%, 8/01/18 ...... 15,000 15,011 Columbus Building Authority Lease Revenue, Series A, NATL Insured, 5.00%, 1/01/31 .... 3,500,000 3,630,305 Dahlonega Water and Wastewater Revenue, Series A, Assured Guaranty, 5.50%, 9/01/37 ... 6,450,000 6,711,741 East Point Building Authority Revenue, Water and Sewer Project, Series A, XLCA Insured, 5.00%, 2/01/30 ........................................................... 11,360,000 9,405,058 68 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN INSURED TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) GEORGIA (CONTINUED) Fulton County Development Authority Revenue, Georgia Institute of Technology Athletic Assn., Refunding, AMBAC Insured, 5.125%, 10/01/32 ................................. $ 9,000,000 $ 9,083,430 Georgia Medical Center Hospital Authority Revenue, Anticipation Certificates, Columbus Regional Healthcare Systems, NATL Insured, 5.50%, 8/01/19 ......................... 15,000,000 15,213,300 -------------- 111,188,131 -------------- HAWAII 0.2% Hawaii County GO, Refunding and Improvement, Series A, FGIC Insured, 5.60%, 5/01/12 ........................................................................... 1,000,000 1,094,470 5/01/13 ........................................................................... 1,000,000 1,129,410 Kauai County GO, Series A, FGIC Insured, Pre-Refunded, 6.125%, 8/01/23 ............... 1,755,000 1,797,260 -------------- 4,021,140 -------------- ILLINOIS 4.5% Chicago Board of Education GO, Refunding, Series C, Assured Guaranty, 5.25%, 12/01/26 12,575,000 13,685,750 Chicago GO, Project, Refunding, Series A, FSA Insured, 5.00%, 1/01/28 ........................................................................... 29,885,000 31,619,226 1/01/29 ........................................................................... 13,345,000 14,021,058 1/01/30 ........................................................................... 6,200,000 6,478,752 Illinois Finance Authority Revenue, Southern Illinois HealthCare, FSA Insured, 5.375%, 3/01/35 ........................................................................... 8,500,000 8,628,010 Illinois Health Facilities Authority Revenue, Northwestern Medical Facility Foundation, Refunding, NATL Insured, 5.125%, 11/15/28 5,000,000 4,559,200 Series B, FSA Insured, ETM, 7.75%, 8/15/10 ........................................ 50,000 51,706 Illinois State Finance Authority Revenue, Edward Hospital, Series A, AMBAC Insured, 5.50%, 2/01/40 .................................................................... 4,000,000 3,976,520 (a) Illinois State GO, Refunding, FSA Insured, 5.00%, 1/01/23 ............................ 10,000,000 10,679,700 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 4,226,352 Regional Transportation Authority Revenue, Series A, AMBAC Insured, 7.20%, 11/01/20 .. 300,000 364,407 Saline Valley Conservancy District Waterworks Revenue, Saline Valley Conservancy District, Refunding, Series A, AMBAC Insured, 5.00%, 1/01/41 ...................... 7,000,000 7,008,470 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 7,502,952 -------------- 112,802,103 -------------- INDIANA 0.5% Indiana Health and Educational Facilities Finance Authority Revenue, St. Francis, Series E, FSA Insured, 5.25%, 5/15/41 ............................................. 3,750,000 3,784,425 Indianapolis Local Public Improvement Bond Bank Revenue, Waterworks Project, Series A, Assured Guaranty, 5.50%, 1/01/38 .................................................. 8,650,000 9,339,319 -------------- 13,123,744 -------------- KANSAS 0.7% Overland Park Development Corp. Revenue, second tier, Convention, Refunding, Series B, AMBAC Insured, 5.125%, 1/01/32 .................................................... 20,000,000 17,169,000 -------------- Annual Report | 69 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN INSURED TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) KENTUCKY 1.7% Kentucky Economic Development Finance Authority Health System Revenue, Norton Healthcare Inc., Refunding, Series C, NATL Insured, 6.05%, 10/01/20 ................................ $ 8,505,000 $ 9,005,434 Series C, NATL Insured, Pre-Refunded, 6.05%, 10/01/20 ............................. 4,255,000 4,999,881 Series C, NATL Insured, Pre-Refunded, 6.15%, 10/01/26 ............................. 12,195,000 14,372,417 Kentucky State Municipal Power Agency Power System Revenue, Prairie State Project, Series A, NATL Insured, 5.00%, 9/01/37 ............................................ 10,000,000 10,037,200 Louisville and Jefferson County Metropolitan Sewer District Sewer and Drain System Revenue, Series A, NATL Insured, 5.50%, 5/15/34 ................................... 5,000,000 5,181,050 -------------- 43,595,982 -------------- LOUISIANA 1.7% Louisiana Local Government Environmental Facilities and CDA Revenue, LCTCS Facilities Corp. Project, Series B, Assured Guaranty, 5.00%, 10/01/26 ....... 2,750,000 2,917,475 Parking Facilities Corp. Garage Project, Series A, AMBAC Insured, 5.375%, 10/01/31 5,480,000 5,488,330 Louisiana State Citizens Property Insurance Corp. Assessment Revenue, Series C-2, Assured Guaranty, 6.75%, 6/01/26 .................................................. 21,000,000 24,082,380 Louisiana State Gas and Fuels Tax Revenue, Series A, AMBAC Insured, 5.00%, 6/01/27 ... 10,000,000 10,201,200 -------------- 42,689,385 -------------- MAINE 1.0% Maine Educational Loan Authority Student Loan Revenue, A, Series A-3, Assured Guaranty, 5.875%, 12/01/39 ........................................................ 23,000,000 25,132,100 Maine State Health and Higher Educational Facilities Authority Revenue, Series C, FSA Insured, 6.20%, 7/01/25 ........................................................... 100,000 100,016 -------------- 25,232,116 -------------- MARYLAND 1.6% Baltimore Convention Center Hotel Revenue, Senior Series A, XLCA Insured, 5.00%, 9/01/32 ........................................................................... 10,000,000 8,137,600 Baltimore Project Revenue, Water Projects, Refunding, Series A, NATL Insured, 5.125%, 7/01/42 ........................................................................... 11,000,000 11,171,490 Baltimore Revenue, Water Projects, Series A, FSA Insured, Pre-Refunded, 5.75%, 7/01/30 5,880,000 5,987,663 Maryland State Health and Higher Educational Facilities Authority Revenue, LifeBridge Health, Refunding, Assured Guaranty, 5.00%, 7/01/34 .................... 9,000,000 9,092,880 University of Maryland Medical System, Series B, FGIC Insured, 7.00%, 7/01/22 ..... 200,000 236,284 Western Maryland Health, Series A, NATL Insured, 5.00%, 7/01/34 ................... 5,000,000 4,835,700 -------------- 39,461,617 -------------- MASSACHUSETTS 3.4% Massachusetts State Development Finance Agency Revenue, Worcester Polytechnic Institute, NATL Insured, 5.00%, 9/01/47 ........................................... 25,050,000 25,174,248 Massachusetts State GO, Consolidated Loan, Series D, NATL Insured, ETM, 5.00%, 8/01/27 ............................................................... 3,535,000 3,876,340 Pre-Refunded, 5.00%, 8/01/27 ...................................................... 855,000 937,559 70 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN INSURED TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) MASSACHUSETTS (CONTINUED) Massachusetts State Health and Educational Facilities Authority Revenue, CareGroup Issue, Refunding, Series A, NATL Insured, 5.00%, 7/01/25 ................ $ 3,880,000 $ 3,802,439 CareGroup Issue, Series A, NATL Insured, Pre-Refunded, 5.00%, 7/01/25 ............. 750,000 858,202 Central New England Health, Series B, AMBAC Insured, 5.20%, 8/01/28 ............... 4,415,000 4,302,506 Emmanuel College, NATL Insured, 5.00%, 7/01/37 .................................... 21,685,000 20,901,304 Harvard Pilgrim Health, Series A, FSA Insured, 5.00%, 7/01/18 ..................... 3,000,000 3,002,820 Simmons College, Series C, NATL Insured, 5.125%, 10/01/28 ......................... 4,260,000 4,232,097 Massachusetts State Turnpike Authority Metropolitan Highway System Revenue, Refunding, Series B, NATL Insured, 5.125%, 1/01/37 ........................................... 2,100,000 2,096,199 Massachusetts State Water Resources Authority Revenue, Refunding, Series J, FSA Insured, 5.00%, 8/01/32 .................................................................... 16,250,000 16,525,925 -------------- 85,709,639 -------------- MICHIGAN 10.3% Birmingham City School District GO, School Building and Site, FSA Insured, 5.00%, 11/01/33 .......................................................................... 8,135,000 8,383,118 Central Michigan University Revenue, Series A, AMBAC Insured, 5.05%, 10/01/32 ........ 8,650,000 8,677,680 Detroit City School District GO, School Building and Site Improvement, Series A, FSA Insured, Pre-Refunded, 5.125%, 5/01/31 ............................................ 6,500,000 7,109,895 Detroit Public Improvements GO, Series A-1, NATL Insured, 5.00%, 4/01/21 ............. 12,390,000 10,192,138 Detroit Sewer Disposal System Revenue, second lien, Series B, NATL Insured, 5.00%, 7/01/36 ............................... 15,000,000 14,140,950 senior lien, Refunding, Series A, FSA Insured, 5.00%, 7/01/32 ..................... 2,905,000 2,828,569 senior lien, Series A, FGIC Insured, Pre-Refunded, 5.125%, 7/01/31 ................ 6,000,000 6,362,580 senior lien, Series B, FSA Insured, 7.50%, 7/01/33 ................................ 6,000,000 7,151,220 Detroit Water Supply System Revenue, second lien, Series B, FSA Insured, 7.00%, 7/01/36 ................................ 5,000,000 5,733,750 senior lien, Series A, FGIC Insured, Pre-Refunded, 5.25%, 7/01/33 ................. 10,185,000 10,803,331 senior lien, Series A, FSA Insured, 5.00%, 7/01/34 ................................ 7,040,000 6,761,920 senior lien, Series A, NATL Insured, 5.00%, 7/01/34 ............................... 10,150,000 9,485,885 senior lien, Series A, NATL Insured, Pre-Refunded, 5.25%, 7/01/33 ................. 9,815,000 10,431,088 Grand Rapids Sanitation Sewer System Revenue, FGIC Insured, 5.00%, 1/01/34 ........... 18,285,000 18,704,641 Jackson County Hospital Finance Authority Revenue, W.A. Foote Memorial Hospital, Series A, AMBAC Insured, 5.25%, 6/01/17 ........................................... 500,000 500,145 Michigan Municipal Bond Authority Revenue, Clean Water State Revolving Fund, NATL Insured, 5.00%, 10/01/23 .......................................................... 5,095,000 5,346,591 Michigan State Building Authority Revenue, Refunding, Series IA, FGIC Insured, 5.00%, 10/15/36 ..................................................... 10,000,000 9,811,800 FSA Insured, 5.00%, 10/15/36 ...................................................... 28,895,000 29,300,397 Michigan State Hospital Finance Authority Revenue, Hospital, Botsford Obligated Group, Refunding, Series A, NATL Insured, 5.25%, 2/15/22 2,000,000 1,944,620 Hospital, Sparrow Obligated Group, Refunding, NATL Insured, 5.00%, 11/15/36 ....... 13,000,000 11,964,160 Oakwood Obligated Group, Refunding, Series A, FSA Insured, 5.00%, 8/15/31 ......... 10,000,000 10,014,000 St. John's Hospital, Refunding, Series A, AMBAC Insured, ETM, 6.00%, 5/15/13 ...... 2,085,000 2,192,482 Trinity Health Credit Group, Series A, 6.50%, 12/01/33 ............................ 25,000,000 27,516,000 Michigan State Strategic Fund Limited Obligation Revenue, Detroit Edison Co. Pollution Control Bonds Project, Refunding, Collateralized Series BB, AMBAC Insured, 7.00%, 5/01/21 .................................................................... 250,000 303,610 Annual Report | 71 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN INSURED TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) MICHIGAN (CONTINUED) 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 $ 10,068,600 Michigan State Trunk Line Revenue, Series A, FSA Insured, Pre-Refunded, 5.25%, 11/01/30 .......................................................................... 15,000,000 16,161,450 Royal Oak Hospital Finance Authority Hospital Revenue, William Beaumont Hospital, Series M, NATL Insured, 5.25%, 11/15/31 ........................................... 4,000,000 3,719,520 Saginaw Valley State University Revenue, General, Refunding, AMBAC Insured, 5.30%, 7/01/28 ........................................................................... 3,400,000 3,402,006 -------------- 259,012,146 -------------- MINNESOTA 1.2% Medford ISD No. 763 GO, Series A, FSA Insured, 5.125%, 2/01/26 ....................... 2,475,000 2,578,455 Minneapolis and St. Paul Metropolitan Airports Commission Airport Revenue, sub. bond, Refunding, Series A, AMBAC Insured, 5.00%, 1/01/35 ................................ 15,000,000 15,114,000 Minnesota Agriculture and Economic Development Board Revenue, Health Care System, Refunding, Series A, NATL Insured, 5.75%, 11/15/26 ................................ 180,000 180,274 Minnesota State HFAR, Rental Housing, Refunding, Series D, NATL Insured, 6.00%, 2/01/22 ........................................................................... 175,000 175,740 Sauk Rapids ISD No. 047 GO, Series A, NATL Insured, 5.75%, 2/01/26 ................... 11,850,000 12,412,519 -------------- 30,460,988 -------------- MISSISSIPPI 0.4% Harrison County Wastewater Management District Revenue, Wastewater Treatment Facilities, Series A, FGIC Insured, ETM, 8.50%, 2/01/13 ........................... 200,000 232,488 Mississippi Development Bank Special Obligation Revenue, Municipal Energy Agency, Series A, XLCA Insured, 5.00%, 3/01/36 ............................................ 10,915,000 10,037,761 -------------- 10,270,249 -------------- MISSOURI 0.9% Bi-State Development Agency Missouri-Illinois Metropolitan District Mass Transit Sales Tax Revenue, Metrolink Cross County Extension, Assured Guaranty, 5.00%, 10/01/39 .. 6,000,000 6,081,840 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 15,448,050 -------------- 21,529,890 -------------- NEBRASKA 1.1% Lancaster County Hospital Authority Revenue, Bryan Memorial Hospital Project No. 1, NATL Insured, ETM, 6.70%, 6/01/22 ................................................ 2,500,000 3,123,300 Lincoln Electric System Revenue, FSA Insured, 4.75%, 9/01/35 ......................... 23,500,000 24,047,315 -------------- 27,170,615 -------------- NEVADA 1.4% Clark County GO, Series A, AMBAC Insured, 6.50%, 6/01/17 ............................. 250,000 297,963 Clark County Passenger Facility Charge Revenue, Las Vegas, McCarran International Airport, Series A, Assured Guaranty, 5.25%, 7/01/39 ............................... 20,000,000 20,029,000 FSA Insured, 5.25%, 7/01/42 ....................................................... 5,000,000 5,003,400 Clark County School District GO, Series A, NATL Insured, 7.00%, 6/01/10 .............. 4,000,000 4,063,680 (a) Reno Hospital Revenue, Washoe Medical Center, Refunding, Series C, FSA Insured, 5.375%, 6/01/39 ................................................................... 5,000,000 4,945,100 -------------- 34,339,143 -------------- 72 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN INSURED TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) NEW HAMPSHIRE 0.2% Manchester General Airport Revenue, General, Refunding, Series A, FSA Insured, 5.125%, 1/01/30 ........................................................................... $ 6,000,000 $ 5,951,640 -------------- NEW JERSEY 2.1% Essex County Improvement Authority Revenue, Garden State Cancer Center Project, AMBAC Insured, 6.00%, 12/01/20 .......................................................... 2,250,000 2,251,868 Middlesex County COP, NATL Insured, 5.30%, 6/15/29 ................................... 3,575,000 3,582,829 New Brunswick Parking Authority Revenue, Guaranteed Parking, Series A, NATL Insured, 5.00%, 9/01/34 .................................................................... 1,500,000 1,504,530 New Jersey EDA Revenue, Motor Vehicle Surcharge Revenue, Series A, NATL Insured, 5.00%, 7/01/29 ........... 3,450,000 3,451,104 Motor Vehicle Surcharge Revenue, Series A, NATL Insured, 5.00%, 7/01/34 ........... 21,250,000 20,665,412 Municipal Rehabilitation, Series A, AMBAC Insured, 5.00%, 4/01/28 ................. 4,000,000 4,064,800 New Jersey State Transportation Trust Fund Authority Revenue, Transportation System, Series A, 6.00%, 12/15/38 ......................................................... 15,000,000 16,720,050 New Jersey State Turnpike Authority Turnpike Revenue, 2005, Refunding, Series C, AMBAC Insured, 6.50%, 1/01/16 .......................... 50,000 57,447 2005, Series C, AMBAC Insured, ETM, 6.50%, 1/01/16 ................................ 20,000 23,775 Series C, AMBAC Insured, Pre-Refunded, 6.50%, 1/01/16 ............................. 230,000 269,714 -------------- 52,591,529 -------------- NEW YORK 2.8% Central Square GO, Central School District, FGIC Insured, ETM, 6.50%, 6/15/10 ........ 900,000 915,840 MTA Revenue, Series B, NATL Insured, 5.00%, 11/15/28 ................................. 20,000,000 20,486,600 MTA Service Contract Revenue, Series B, NATL Insured, 5.00%, 1/01/31 ................. 7,000,000 7,048,440 New York City Transitional Finance Authority Revenue, Future Tax Secured, Refunding, Series B, NATL Insured, 5.00%, 8/01/32 ................................. 2,230,000 2,289,630 Series A, FGIC Insured, 5.125%, 8/01/33 ........................................... 14,590,000 14,990,787 New York State Dormitory Authority Revenue, Mental Health Services Facilities Improvement, Series B, NATL Insured, Pre-Refunded, 5.25%, 8/15/31 ................. 5,935,000 6,355,258 New York State Dormitory Authority Revenues, State Supported Debt, Mental Health Services Facilities Improvement, Series B, NATL Insured, 5.25%, 8/15/31 ........................................................ 5,530,000 5,581,263 State Supported Debt, Mental Health Services Facilities Improvement, Series B, NATL Insured, Pre-Refunded, 5.25%, 8/15/31 .......................................... 3,535,000 3,785,313 Vassar Brothers Hospital, FSA Insured, 5.375%, 7/01/25 ............................ 4,000,000 4,007,200 Triborough Bridge and Tunnel Authority Revenues, Refunding, NATL Insured, 5.00%, 11/15/32 .......................................................................... 5,000,000 5,145,850 -------------- 70,606,181 -------------- NORTH CAROLINA 0.6% North Carolina Medical Care Commission Hospital Revenue, Rex Healthcare Project, AMBAC Insured, 5.00%, 6/01/17 ........................................................... 5,000,000 5,003,650 Raleigh-Durham Airport Authority Airport Revenue, Series A, FGIC Insured, 5.00%, 11/01/25 .......................................................................... 5,000,000 5,102,250 11/01/31 .......................................................................... 4,000,000 4,040,520 -------------- 14,146,420 -------------- Annual Report | 73 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN INSURED TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) NORTH DAKOTA 1.2% Cass County Health Facilities Revenue, Health Care, Essentia Obligation, Series D, Assured Guaranty, 5.00%, 2/15/40 .................................................. $ 31,970,000 $ 30,862,559 -------------- OHIO 2.4% Akron Income Tax Revenue, Community Learning Centers, Series A, NATL Insured, 5.00%, 12/01/33 .......................................................................... 5,000,000 5,052,300 Cleveland Airport System Revenue, Series A, FSA Insured, 5.00%, 1/01/31 .............. 13,780,000 13,803,426 Fairview Park City School District GO, School Improvement, NATL Insured, 5.00%, 12/01/29 .......................................................................... 1,460,000 1,499,157 12/01/33 .......................................................................... 2,000,000 2,028,380 Jefferson Area Local School District GO, School Facilities Construction and Improvement, FGIC Insured, 5.00%, 12/01/31 ........................................ 4,085,000 4,156,283 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 3,603,427 Lucas County Hospital Revenue, ProMedica Healthcare Obligated Group, Refunding, AMBAC Insured, 5.375%, 11/15/29 ......................................................... 5,000,000 5,016,850 Olentangy Local School District GO, School Facilities Construction and Improvement, Series A, FGIC Insured, Pre-Refunded, 5.25%, 12/01/32 ............................. 11,450,000 13,316,693 Reynoldsburg City School District GO, School Facilities Construction and Improvement, FSA Insured, 5.00%, 12/01/31 ...................................................... 4,000,000 4,106,680 Springfield City School District GO, FGIC Insured, Pre-Refunded, 5.20%, 12/01/23 ..... 3,860,000 4,239,747 Toledo City School District GO, School Facilities Improvement, Series B, FGIC Insured, 5.00%, 12/01/32 ................................................................... 4,000,000 4,065,200 -------------- 60,888,143 -------------- OKLAHOMA 0.0%b McGee Creek Authority Water Revenue, NATL Insured, 6.00%, 1/01/23 .................... 300,000 322,239 -------------- OREGON 0.3% Ontario Catholic Health Revenue, Holy Rosary Medical Center, NATL Insured, 5.50%, 11/15/12 .......................................................................... 435,000 435,474 Oregon Health and Science University Revenue, Refunding, Series B, NATL Insured, 5.25%, 7/01/15 ................................. 460,000 460,106 Series A, NATL Insured, 5.00%, 7/01/32 ............................................ 8,000,000 7,577,200 -------------- 8,472,780 -------------- PENNSYLVANIA 2.3% Allegheny County Hospital Development Authority Revenue, Health System, Series A, NATL Insured, Pre-Refunded, 6.50%, 11/15/30 ............................................ 10,000,000 10,636,400 Centre County Hospital Authority Revenue, Hospital, Mount Nittany Medical Center Project, Assured Guaranty, 5.875%, 11/15/29 .................................................................. 1,000,000 1,039,130 6.125%, 11/15/39 .................................................................. 3,000,000 3,105,270 6.25%, 11/15/44 ................................................................... 2,500,000 2,590,075 Pennsylvania Convention Center Authority Revenue, Series A, FGIC Insured, ETM, 6.00%, 9/01/19 ........................................................................... 500,000 605,480 74 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN INSURED TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) PENNSYLVANIA (CONTINUED) 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 $ 5,961,000 Pennsylvania State Turnpike Commission Turnpike Revenue, Refunding, Series C, Sub Series C-1, Assured Guaranty, 6.25%, 6/01/38 ............. 10,000,000 11,252,100 sub. bond, Series A, Assured Guaranty, 5.00%, 6/01/39 ............................. 10,000,000 10,080,400 Philadelphia Gas Works Revenue, 1998 General Ordinance, Fourth Series, FSA Insured, 5.00%, 8/01/32 .................................................................... 4,000,000 4,047,280 Philadelphia Water and Wastewater Revenue, Series A, FGIC Insured, Pre-Refunded, 5.25%, 11/01/24 ................................................................... 2,000,000 2,228,240 Pittsburgh and Allegheny County Public Auditorium Revenue, Regional Asset District Sales Tax, AMBAC Insured, 5.25%, 2/01/31 .......................................... 6,000,000 5,909,880 Pittsburgh Water and Sewer Authority Revenue, FGIC Insured, ETM, 7.25%, 9/01/14 ...... 55,000 62,928 -------------- 57,518,183 -------------- RHODE ISLAND 0.5% Rhode Island Clean Water Finance Agency Revenue, Cranston Wastewater Treatment System, NATL Insured, 5.80%, 9/01/22 ...................................................... 7,785,000 7,656,158 Rhode Island State EDC Special Facility Revenue, first lien, Rhode Island Airport Corp. Project, CIFG Insured, 5.00%, 7/01/31 ....................................... 5,730,000 5,554,204 Rhode Island State Health and Educational Building Corp. Revenue, Hospital Financing, Lifespan Obligated Group, Refunding, NATL Insured, 5.75%, 5/15/23 ................. 100,000 100,409 -------------- 13,310,771 -------------- SOUTH CAROLINA 2.0% Piedmont Municipal Power Agency Electric Revenue, Refunding, FGIC Insured, 6.25%, 1/01/21 ........................................................................... 200,000 235,936 Richland County Hospital Facilities Revenue, Community Provider, Pooled Loan Program, Series A, FSA Insured, ETM, 7.125%, 7/01/17 ....................................... 2,020,000 2,351,644 Scago Educational Facilities Corp. for Pickens School District Revenue, Pickens County Project, FSA Insured, 5.00%, 12/01/31 ............................................. 17,800,000 17,940,442 South Carolina Jobs EDA Hospital Facilities Revenue, Palmetto Health, Refunding, Series A, FSA Insured, 5.00%, 8/01/35 ............................................. 20,000,000 19,688,000 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 5,159,950 Spartanburg Waterworks Revenue, System, Assured Guaranty, 5.00%, 6/01/39 ............. 6,000,000 6,165,000 -------------- 51,540,972 -------------- SOUTH DAKOTA 0.3% Brookings COP, Refunding, AMBAC Insured, 5.10%, 12/01/18 ............................. 5,000,000 5,076,150 South Dakota Lease Revenue, Series A, FSA Insured, 6.75%, 12/15/16 ................... 2,310,000 2,683,874 -------------- 7,760,024 -------------- TENNESSEE 0.4% Johnson City Health and Educational Facilities Board Hospital Revenue, Medical Center Hospital, Refunding and Improvement, NATL Insured, ETM, 5.25%, 7/01/28 ....................................................................... 8,500,000 8,557,205 Series A, NATL Insured, Pre-Refunded, 5.125%, 7/01/25 ............................. 2,780,000 2,798,626 -------------- 11,355,831 -------------- Annual Report | 75 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN INSURED TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) TEXAS 6.0% Austin Water and Wastewater System Revenue, FSA Insured, Pre-Refunded, 5.125%, 5/15/27 ........................................ $ 6,800,000 $ 7,188,416 FSA Insured, Pre-Refunded, 5.25%, 5/15/31 ......................................... 4,930,000 5,218,997 Refunding, FSA Insured, 5.125%, 5/15/27 ........................................... 4,325,000 4,420,496 Refunding, FSA Insured, 5.25%, 5/15/31 ............................................ 70,000 71,357 Bell County Health Facilities Development Corp. Revenue, Hospital, Cook Children's Medical Center, Refunding, FSA Insured, 5.30%, 12/01/23 ........................... 5,000,000 5,050,000 Coastal Bend Health Facilities Development Corp. Revenue, Series B, AMBAC Insured, ETM, 6.30%, 1/01/17 ............................................................... 8,325,000 9,443,797 Dallas-Fort Worth International Airport Revenue, Joint, Series A, NATL Insured, 6.00%, 11/01/21 .................................... 2,210,000 2,214,066 Refunding and Improvement, Joint, Series A, NATL Insured, 5.625%, 11/01/21 ........ 12,000,000 12,265,080 Harris County Hospital District Revenue, senior lien, Refunding, Series A, NATL Insured, 5.25%, 2/15/37 ........................................................... 10,250,000 10,089,895 Harris County Houston Sports Authority Revenue, senior lien, Series G, NATL Insured, 5.25%, 11/15/30 ................................................................... 21,325,000 20,017,777 Laredo ISD Public Facility Corp. Lease Revenue, Series C, AMBAC Insured, 5.00%, 8/01/29 1,000,000 1,009,720 Matagorda County Navigation District No. 1 Revenue, Houston Industries Inc. Project, Refunding, Series A, NATL Insured, 5.25%, 11/01/29 ........................................... 3,185,000 2,827,070 Series B, NATL Insured, 5.15%, 11/01/29 ........................................... 2,750,000 2,635,023 North Fort Bend Water Authority Water System Revenue, Assured Guaranty, 5.25%, 12/15/34 .......................................................................... 20,000,000 21,078,000 North Harris County Regional Water Authority Revenue, senior lien, FGIC Insured, 5.00%, 12/15/33 ................................................................... 10,000,000 10,002,700 Palestine ISD, GO, School Building, Assured Guaranty, 5.50%, 2/15/39 ................. 12,530,000 13,406,348 Pflugerville GO, FGIC Insured, 5.25%, 8/01/27 .................................................................... 3,320,000 3,492,408 5.20%, 8/01/32 .................................................................... 3,000,000 3,099,990 Port Neches-Groves ISD, GO, School Building, Assured Guaranty, 5.00%, 2/15/34 ........ 11,375,000 11,667,224 Tarrant County Health Facilities Development Corp. Health Systems Revenue, Harris Methodist Health System, NATL Insured, ETM, 6.00%, 9/01/24 ........................ 3,250,000 3,992,462 United ISD, GO, 5.125%, 8/15/26 ...................................................... 3,000,000 3,115,590 -------------- 152,306,416 -------------- UTAH 0.4% Provo Electric System Revenue, Series A, AMBAC Insured, ETM, 10.375%, 9/15/15 ........ 30,000 36,470 Utah County Hospital Revenue, IHC Health Services Inc., NATL Insured, ETM, 5.25%, 8/15/21 ........................................................................... 5,000,000 5,098,800 8/15/26 ........................................................................... 5,000,000 5,007,800 -------------- 10,143,070 -------------- VIRGINIA 0.4% Front Royal and Warren County IDA Lease Revenue, School and Capital Improvement, Series B, FSA Insured, 5.00%, 4/01/35 ............................................. 5,000,000 5,090,150 Middle River Regional Jail Authority Jail Facility Revenue, NATL Insured, 5.00%, 5/15/28 3,510,000 3,649,698 Winchester IDA Educational Facilities Revenue, first mortgage, Shenandoah University Project, NATL Insured, 5.00%, 10/01/18 ................................................................... 1,000,000 1,005,710 5.25%, 10/01/28 ................................................................... 1,420,000 1,411,608 -------------- 11,157,166 -------------- 76 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN INSURED TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------- ---------------- -------------- xxx MUNICIPAL BONDS (CONTINUED) WASHINGTON 2.4% King County Sewer Revenue, Refunding, Second Series, FSA Insured, 5.00%, 1/01/36 ........................................ $ 5,000,000 $ 5,160,100 Series A, FGIC Insured, 5.00%, 1/01/35 ............................................ 6,420,000 6,533,698 Snohomish County PUD No. 1 Electric Revenue, Generation System, FGIC Insured, ETM, 6.65%, 1/01/16 .................................................................... 4,250,000 5,069,782 Washington State GO, Various Purpose, Series C, FSA Insured, Pre-Refunded, 5.25%, 1/01/26 ........................................................................... 6,000,000 6,247,920 Washington State Health Care Facilities Authority Revenue, MultiCare Health System, Series B, Assured Guaranty, 6.00%, 8/15/39 ............... 1,500,000 1,595,565 Providence Health, Refunding, Series D, FSA Insured, 5.25%, 10/01/33 .............. 18,000,000 18,438,120 Series B, NATL Insured, 5.00%, 2/15/27 ............................................ 6,105,000 5,650,300 Swedish Health Services, Refunding, AMBAC Insured, 5.50%, 11/15/28 ................ 13,000,000 13,048,490 -------------- 61,743,975 -------------- WEST VIRGINIA 0.5% Shepherd University Board of Governors Revenue, Residence Facilities Projects, NATL Insured, 5.00%, 6/01/35 ........................................................... 7,445,000 7,481,927 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 5,014,350 -------------- 12,496,277 -------------- WISCONSIN 2.4% Superior Limited Obligation Revenue, Midwest Energy Resources, Refunding, Series E, FGIC Insured, 6.90%, 8/01/21 ...................................................... 3,000,000 3,784,380 Wisconsin State General Fund Annual Appropriation Revenue, Series A, 6.00%, 5/01/36 .. 20,000,000 22,088,400 Wisconsin State Health and Educational Facilities Authority Revenue, Aurora Medical Group Incorporate Project, FSA Insured, 5.75%, 11/15/25 ........................... 34,730,000 34,764,383 -------------- 60,637,163 -------------- U.S. TERRITORIES 0.4% PUERTO RICO 0.4% Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, first sub., Series A, Assured Guaranty, 5.00%, 8/01/40 .......................................................... 10,000,000 10,077,300 -------------- TOTAL MUNICIPAL BONDS BEFORE SHORT TERM INVESTMENTS (COST $2,431,478,647) ............................................................. 2,463,138,206 -------------- SHORT TERM INVESTMENTS 1.8% MUNICIPAL BONDS 1.8% COLORADO 0.3% (c) Colorado Educational and Cultural Facilities Authority Revenue, National Jewish Federation Bond Program, Series A-10, Daily VRDN and Put, 0.16%, 9/01/37 .......... 7,000,000 7,000,000 -------------- KENTUCKY 0.1% (c) Kentucky Economic Development Finance Authority Hospital Facilities Revenue, Baptist Healthcare System, Refunding, Series B-2, Daily VRDN and Put, 0.12%, 8/15/38 ...... 2,150,000 2,150,000 -------------- LOUISIANA 0.2% (c) Louisiana State Offshore Terminal Authority Deepwater Port Revenue, Loop Inc. ........ Project, First Stage, ACES, Refunding, Daily VRDN and Put, 0.13%, 9/01/17 ......... 3,960,000 3,960,000 -------------- Annual Report | 77 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN INSURED TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------- ---------------- -------------- SHORT TERM INVESTMENTS (CONTINUED) MUNICIPAL BONDS (CONTINUED) MARYLAND 0.1% (c) Maryland State EDC, EDR, U.S. Pharmacopeial, Refunding, Series B, Daily VRDN and Put, 0.16%, 7/01/38 ........................................................... $ 3,400,000 $ 3,400,000 -------------- MASSACHUSETTS 0.1% (c) Massachusetts State Health and Educational Facilities Authority Revenue, Stonehill College, Series K, Daily VRDN and Put, 0.14%, 7/01/37 ............... 3,000,000 3,000,000 -------------- MICHIGAN 0.1% (c) Eastern Michigan University Revenues, General, Refunding, Series A, Daily VRDN and Put, 0.15%, 3/01/49 ........................................................... 1,400,000 1,400,000 -------------- MISSOURI 0.5% (c) Missouri Development Finance Board Cultural Facilities Revenue, The Nelson Gallery Foundation, Refunding, Series A, Daily VRDN and Put, 0.14%, 12/01/37 .......... 5,000,000 5,000,000 (c) Missouri State Health and Educational Facilities Authority Educational Facilities Revenue, St. Louis University, Refunding, Series A-2, Daily VRDN and Put, 0.12%, 10/01/35 ............................... 1,100,000 1,100,000 Series B-1, Daily VRDN and Put, 0.12%, 10/01/35 ............................... 6,420,000 6,420,000 (c) Missouri State Health and Educational Facilities Authority Health Facilities Revenue, Sisters Mercy Health, Refunding, Series A, Daily VRDN and Put, 0.14%, 6/01/16 ................................................................ 1,390,000 1,390,000 -------------- 13,910,000 -------------- NEW HAMPSHIRE 0.2% (c) New Hampshire Health and Education Facilities Authority Revenue, Dartmouth College, Refunding, Series B, Daily VRDN and Put, 0.15%, 6/01/41 .... 3,800,000 3,800,000 University System of New Hampshire, Daily VRDN and Put, 0.14%, 7/01/33 ........ 2,200,000 2,200,000 -------------- 6,000,000 -------------- OHIO 0.1% (c) Cuyahoga County Revenue, Cleveland Clinic Health System Obligated Group, Series B, Sub Series B-1, Daily VRDN and Put, 0.12%, 1/01/39 ............................ 3,245,000 3,245,000 -------------- TEXAS 0.1% (c) Texas Water Development Board Revenue, State Revolver, sub. lien, Refunding, Series A, Daily VRDN and Put, 0.12%, 7/15/19 .................................. 1,800,000 1,800,000 -------------- TOTAL SHORT TERM INVESTMENTS (COST $45,865,000) ................................ . 45,865,000 -------------- TOTAL INVESTMENTS (COST $2,477,343,647) 99.3% .................................... 2,509,003,206 OTHER ASSETS, LESS LIABILITIES 0.7% .............................................. 17,883,618 -------------- NET ASSETS 100.0% ................................................................ $2,526,886,824 ============== See Abbreviations on page 144. (a) Security purchased on a when-issued basis. See Note 1(b). (b) Rounds to less than 0.1% of net assets. (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. 78 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN MASSACHUSETTS TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, -------------------------------------------------------- CLASS A 2010 2009 2008(a) 2007 2006 - ------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 10.94 $ 11.20 $ 11.96 $ 11.92 $ 11.98 -------- -------- -------- -------- -------- Income from investment operations(b): Net investment income(c) .................... 0.49 0.49 0.49 0.49 0.50 Net realized and unrealized gains (losses) .. 0.66 (0.27) (0.76) 0.04 (0.06) -------- -------- -------- -------- -------- Total from investment operations ............... 1.15 0.22 (0.27) 0.53 0.44 -------- -------- -------- -------- -------- Less distributions from: Net investment income ....................... (0.49) (0.48) (0.49) (0.49) (0.50) Net realized gains .......................... -- -- (--)(d) -- -- -------- -------- -------- -------- -------- Total distributions ............................ (0.49) (0.48) (0.49) (0.49) (0.50) -------- -------- -------- -------- -------- Redemption fees(e) ............................. -- --(d) --(d) --(d) --(d) -------- -------- -------- -------- -------- Net asset value, end of year ................... $ 11.60 $ 10.94 $ 11.20 $ 11.96 $ 11.92 ======== ======== ======== ======== ======== Total return(f) ................................ 10.66% 2.00% (2.34)% 4.59% 3.71% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 0.67% 0.66% 0.66% 0.66% 0.67% Net investment income .......................... 4.27% 4.38% 4.16% 4.16% 4.21% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $494,372 $445,680 $450,957 $467,299 $450,425 Portfolio turnover rate ........................ 6.61% 7.45% 22.03% 14.41% 17.65% (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 FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN MASSACHUSETTS TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, --------------------------------------------------- CLASS C 2010 2009 2008(a) 2007 2006 - ------- ------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 11.03 $ 11.29 $ 12.05 $ 12.00 $ 12.06 ------- ------- ------- ------- ------- Income from investment operations(b): Net investment income(c) .................... 0.43 0.43 0.43 0.43 0.44 Net realized and unrealized gains (losses) .. 0.66 (0.27) (0.76) 0.05 (0.07) ------- ------- ------- ------- ------- Total from investment operations ............... 1.09 0.16 (0.33) 0.48 0.37 ------- ------- ------- ------- ------- Less distributions from: Net investment income ....................... (0.42) (0.42) (0.43) (0.43) (0.43) Net realized gains .......................... -- -- (--)(d) -- -- ------- ------- ------- ------- ------- Total distributions ............................ (0.42) (0.42) (0.43) (0.43) (0.43) ------- ------- ------- ------- ------- Redemption fees(e) ............................. -- --(d) --(d) --(d) --(d) ------- ------- ------- ------- ------- Net asset value, end of year ................... $ 11.70 $ 11.03 $ 11.29 $ 12.05 $ 12.00 ======= ======= ======= ======= ======= Total return(f) ................................ 10.06% 1.42% (2.86)% 4.07% 3.13% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 1.22% 1.20% 1.22% 1.20% 1.22% Net investment income .......................... 3.72% 3.84% 3.60% 3.62% 3.66% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $83,397 $68,027 $61,157 $59,247 $57,063 Portfolio turnover rate ........................ 6.61% 7.45% 22.03% 14.41% 17.65% (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. 80 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN MASSACHUSETTS TAX-FREE INCOME FUND PERIOD ENDED FEBRUARY 28, ADVISOR CLASS 2010(a) - ------------- ------------ PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ............. $11.08 ------ Income from investment operations(b): Net investment income(c) ...................... 0.33 Net realized and unrealized gains (losses) .... 0.52 ------ Total from investment operations ................. 0.85 ------ Less distributions from net investment income .... (0.33) ------ Net asset value, end of period ................... $11.60 ====== Total return(d) .................................. 7.69% RATIOS TO AVERAGE NET ASSETS(e) Expenses ......................................... 0.57% Net investment income ............................ 4.37% SUPPLEMENTAL DATA Net assets, end of period (000's) ................ $4,012 Portfolio turnover rate .......................... 6.61% (a) For the period July 1, 2009 (effective date) to February 28, 2010. (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 | 81 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 FRANKLIN MASSACHUSETTS TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------------- ---------------- -------------- MUNICIPAL BONDS 98.6% MASSACHUSETTS 97.9% Auburn GO, AMBAC Insured, 5.125%, 6/01/24 ............................................ $ 1,465,000 $ 1,542,688 Boston Convention Center Act of 1997 Revenue, Special Obligation, Series A, AMBAC Insured, 5.00%, 5/01/27 ........................................................... 3,970,000 4,015,893 Boston GO, Series A, NATL Insured, Pre-Refunded, 5.00%, 2/01/21 ........................................................................... 3,000,000 3,249,240 2/01/22 ........................................................................... 2,940,000 3,184,255 Chelsea GO, State Qualified, Refunding, AMBAC Insured, 5.125%, 6/15/16 ............... 1,750,000 1,752,643 Dudley-Charlton Regional School District GO, Series B, NATL Insured, 5.25%, 5/01/19 .. 3,140,000 3,575,267 Foxborough Stadium Infrastructure Improvement Revenue, Pre-Refunded, 5.75%, 6/01/25 .. 4,000,000 4,094,080 Greater Lawrence Sanitary District GO, NATL Insured, Pre-Refunded, 5.625%, 6/15/20 ... 1,000,000 1,025,320 Holyoke Gas and Electric Department Revenue, Series A, NATL Insured, 5.00%, 12/01/26 . 9,805,000 9,629,785 Lawrence GO, AMBAC Insured, Pre-Refunded, 5.00%, 2/01/21 ............................. 1,000,000 1,042,730 Lowell GO, State Qualified, AMBAC Insured, 5.00%, 2/01/21 ........................................................................... 1,330,000 1,389,039 2/01/22 ........................................................................... 1,405,000 1,462,310 Martha's Vineyard Land Bank Revenue, AMBAC Insured, 4.875%, 5/01/22 ................................................................... 2,000,000 2,085,180 5.00%, 5/01/32 .................................................................... 2,000,000 2,047,380 5.00%, 5/01/34 .................................................................... 7,000,000 6,999,510 Massachusetts Bay Transportation Authority Revenue, General Transportation System, Series C, FGIC Insured, 5.25%, 3/01/15 ............................................ 2,000,000 2,340,680 Massachusetts Bay Transportation Authority Sales Tax Revenue, Senior Series A, FGIC Insured, Pre-Refunded, 5.00%, 7/01/27 ............................................. 5,000,000 5,502,850 Massachusetts Educational Financing Authority Educational Loan Revenue, Issue I, 6.00%, 1/01/28 .................................................................... 12,000,000 12,617,280 Refunding, Series A, 5.50%, 1/01/22 ............................................... 3,000,000 3,194,250 Massachusetts State College Building Authority Project Revenue, Refunding, Series A, XLCA Insured, 5.00%, 5/01/43 ................................. 2,000,000 2,019,640 Refunding, Series B, XLCA Insured, 5.50%, 5/01/39 ................................. 5,000,000 5,700,650 Series 1, NATL Insured, ETM, 5.375%, 5/01/23 ...................................... 5,000,000 5,052,250 Series A, Assured Guaranty, 5.00%, 5/01/33 ........................................ 10,000,000 10,448,900 Series B, 5.00%, 5/01/40 .......................................................... 4,625,000 4,792,564 Massachusetts State Development Finance Agency Revenue, Boston University, Series T-1, AMBAC Insured, 5.00%, 10/01/35 ..................... 3,600,000 3,603,312 Boston University, Series T-1, AMBAC Insured, 5.00%, 10/01/39 ..................... 24,305,000 24,118,338 Brandeis University, Series K, FGIC Insured, 4.75%, 10/01/28 ...................... 2,000,000 2,038,120 Brandeis University, Series N, 5.00%, 10/01/39 .................................... 5,000,000 5,151,000 Massachusetts College of Pharmacy and Allied Health Sciences, Series E, Assured Guaranty, 5.00%, 7/01/31 ....................................................... 5,000,000 5,070,100 Massachusetts College of Pharmacy and Allied Health Sciences, Series E, Assured Guaranty, 5.00%, 7/01/37 ....................................................... 5,060,000 5,014,966 Massachusetts/Saltonstall Redevelopment Building Corp., Series A, NATL Insured, 5.125%, 2/01/34 ................................................................ 22,400,000 21,990,080 NATL Insured, 5.20%, 7/01/32 ...................................................... 2,250,000 1,997,100 Series A, AMBAC Insured, Pre-Refunded, 5.375%, 1/01/42 ............................ 4,000,000 4,384,680 Series A, GNMA Secured, Pre-Refunded, 6.90%, 10/20/41 ............................. 2,090,000 2,406,405 Series P, NATL Insured, 4.75%, 7/01/42 ............................................ 11,000,000 10,945,220 82 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN MASSACHUSETTS TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) MASSACHUSETTS (CONTINUED) Massachusetts State Development Finance Agency Revenue, (continued) Western New England College, AMBAC Insured, Pre-Refunded, 5.25%, 7/01/20 .......... $ 1,500,000 $ 1,554,735 Western New England College, Refunding, Series A, Assured Guaranty, 5.00%, 9/01/33 ........................................................................ 12,200,000 11,806,916 WGBH Educational Foundation, Refunding, Series A, Assured Guaranty, 5.00%, 1/01/36 ........................................................................ 15,945,000 16,412,029 Worcester Polytechnic Institute, Refunding, NATL Insured, 5.00%, 9/01/37 .......... 12,850,000 12,985,953 Massachusetts State GO, Consolidated Loan, Refunding, Series D, Assured Guaranty, 5.50%, 11/01/19 ......... 8,620,000 10,383,307 Consolidated Loan, Series A, FSA Insured, Pre-Refunded, 5.00%, 3/01/24 ............ 5,000,000 5,846,950 Consolidated Loan, Series C, AMBAC Insured, 5.00%, 8/01/37 ........................ 10,000,000 10,420,500 Consolidated Loan, Series C, FGIC Insured, Pre-Refunded, 5.25%, 11/01/30 .......... 6,205,000 6,887,054 Consolidated Loan, Series D, NATL Insured, ETM, 5.00%, 8/01/27 .................... 3,430,000 3,761,201 Consolidated Loan, Series D, NATL Insured, Pre-Refunded, 5.00%, 8/01/27 ........... 965,000 1,058,180 NATL Insured, Pre-Refunded, 5.00%, 8/01/22 ........................................ 4,100,000 4,495,896 Series C, FGIC Insured, Pre-Refunded, 5.25%, 11/01/30 ............................. 3,440,000 3,818,125 Massachusetts State Health and Educational Facilities Authority Revenue, Boston College, Series N, NATL Insured, 5.125%, 6/01/33 ........................... 5,000,000 5,109,650 Brandeis University, Refunding, Series I, NATL Insured, 4.75%, 10/01/20 ........... 3,000,000 3,007,500 Cable Housing and Health Services, Series A, NATL Insured, 5.25%, 7/01/23 ......... 1,000,000 965,530 Cape Cod Healthcare Obligation, Assured Guaranty, 6.00%, 11/15/28 ................. 3,000,000 3,247,290 Cape Cod Healthcare Obligation, Assured Guaranty, 5.125%, 11/15/35 ................ 3,150,000 3,103,285 Children's Hospital, Series M, 5.25%, 12/01/39 .................................... 7,000,000 7,214,830 Emmanuel College, NATL Insured, 5.00%, 7/01/37 .................................... 10,000,000 9,638,600 Harvard University, Series FF, 5.125%, 7/15/37 .................................... 1,650,000 1,688,445 Lesley University, Series A, Assured Guaranty, 5.25%, 7/01/39 ..................... 9,350,000 9,748,497 New England Medical Center Hospital, Series H, FGIC Insured, Pre-Refunded, 5.00%, 5/15/22 ................................................................. 390,000 425,736 Northeastern University, Series I, NATL Insured, 5.00%, 10/01/29 .................. 1,250,000 1,252,575 Southcoast Health System Obligated Group, Series D, 5.00%, 7/01/39 ................ 5,500,000 5,264,050 Springfield College, AMBAC Insured, 5.00%, 10/15/27 ............................... 2,500,000 2,503,950 Tufts University, Series I, 5.25%, 2/15/30 ........................................ 2,950,000 2,988,379 University of Massachusetts, Series C, FGIC Insured, 5.125%, 10/01/34 ............. 3,000,000 3,046,500 University of Massachusetts, Worcester Campus, Series B, FGIC Insured, Pre-Refunded, 5.25%, 10/01/31 .................................................. 3,500,000 3,743,110 University of Massachusetts Project, Series A, FGIC Insured, Pre-Refunded, 5.875%, 10/01/29 ............................................................... 4,000,000 4,169,760 University of Massachusetts Project, Series C, NATL Insured, Pre-Refunded, 5.25%, 10/01/31 ................................................................ 1,500,000 1,651,725 Wheelock College, Series B, NATL Insured, Pre-Refunded, 5.625%, 10/01/30 .......... 1,770,000 1,897,528 Massachusetts State HFA, MFHR, Section 8 Assisted, Series A, ETM, 7.00%, 4/01/21 ..... 430,000 568,765 Massachusetts State HFA Housing Revenue, Rental, Mortgage, Series A, AMBAC Insured, 5.95%, 7/01/30 ......................... 2,000,000 2,012,000 Series C, 5.125%, 12/01/39 ........................................................ 1,700,000 1,714,433 Series C, 5.35%, 12/01/49 ......................................................... 4,500,000 4,601,700 Series D, 5.05%, 6/01/40 .......................................................... 5,000,000 5,051,150 Massachusetts State Industrial Finance Agency Revenue, St. Mark's School Issue, NATL Insured, 5.375%, 1/01/21 ............................ 2,665,000 2,669,371 Trustees of Deerfield Academy, 5.25%, 10/01/27 .................................... 2,800,000 2,800,336 Annual Report | 83 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN MASSACHUSETTS TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) MASSACHUSETTS (CONTINUED) Massachusetts State Port Authority Revenue, Series A, AMBAC Insured, 5.00%, 7/01/35 ........................................... $ 14,915,000 $ 15,221,354 Series A, FSA Insured, 4.50%, 7/01/32 ............................................. 5,590,000 5,512,187 Series A, FSA Insured, 4.50%, 7/01/37 ............................................. 7,935,000 7,644,420 US Airways Project, NATL Insured, 6.00%, 9/01/21 .................................. 4,700,000 3,943,629 US Airways Project, Series A, NATL Insured, 5.875%, 9/01/23 ....................... 4,500,000 3,658,590 Massachusetts State School Building Authority Dedicated Sales Tax Revenue, Series A, AMBAC Insured, 4.75%, 8/15/32 .................................................................... 15,000,000 15,263,250 4.50%, 8/15/35 .................................................................... 8,700,000 8,557,320 Massachusetts State Special Obligation Dedicated Tax Revenue, FGIC Insured, Pre-Refunded, 5.25%, 1/01/29 ........................................ 5,000,000 5,714,900 Refunding, FGIC Insured, 5.50%, 1/01/34 ........................................... 8,400,000 9,103,416 Massachusetts State Turnpike Authority Metropolitan Highway System Revenue, Refunding, Series A, NATL Insured, 5.00%, 1/01/37 ............................................ 9,000,000 8,829,900 Series B, NATL Insured, 5.25%, 1/01/29 ............................................ 4,600,000 4,608,050 Series B, NATL Insured, 5.125%, 1/01/37 ........................................... 17,560,000 17,528,216 Massachusetts State Water Pollution Abatement Trust Revenue, Pool Program Bonds, Series 6, 5.50%, 8/01/30 .......................................................... 2,620,000 2,663,859 Series 6, Pre-Refunded, 5.50%, 8/01/30 ............................................ 1,075,000 1,109,325 Series 7, 5.125%, 2/01/31 ......................................................... 4,300,000 4,377,400 Series 7, Pre-Refunded, 5.125%, 2/01/31 ........................................... 1,700,000 1,806,675 Massachusetts State Water Pollution Abatement Trust Water Pollution Abatement Revenue, MWRA Program, Refunding, Sub Series A, 5.75%, 8/01/29 ............................. 250,000 252,933 Massachusetts State Water Resources Authority Revenue, General, Refunding, Series B, FSA Insured, 5.25%, 8/01/31 ......................... 5,000,000 5,698,150 Refunding, Series J, FSA Insured, 5.00%, 8/01/32 .................................. 9,000,000 9,152,820 Series A, FGIC Insured, Pre-Refunded, 5.75%, 8/01/39 .............................. 9,275,000 9,578,663 Series A, FSA Insured, 4.50%, 8/01/46 ............................................. 5,325,000 5,042,402 Monson GO, AMBAC Insured, 5.25%, 11/01/23 ............................................ 1,675,000 1,808,782 New Bedford GO, Municipal Purpose Loan, FGIC Insured, 5.00%, 5/01/21 ................. 3,685,000 3,803,510 Plymouth County COP, Correctional Facility Project, Refunding, AMBAC Insured, 5.125%, 10/01/18 .................................................................. 2,000,000 2,026,460 Route 3 North Transportation Improvement Assn. Lease Revenue, NATL Insured, Pre-Refunded, 5.375%, 6/15/33 ..................................................... 15,475,000 15,701,244 Salisbury GO, NATL Insured, Pre-Refunded, 5.30%, 3/15/27 ............................. 2,795,000 3,086,491 Shrewsbury GO, Municipal Purpose Loan, 5.00%, 8/15/20 ................................ 2,075,000 2,172,670 Springfield GO, Municipal Purpose Loan, FGIC Insured, Pre-Refunded, 5.00%, 8/01/21 ................ 5,000,000 5,373,000 State Qualified Municipal Purpose Loan, FSA Insured, 4.50%, 8/01/26 ............... 2,000,000 2,050,080 Springfield Water and Sewer Commission Revenue, Series A, AMBAC Insured, Pre-Refunded, 5.00%, 11/01/21 ..................................................... 2,775,000 3,008,322 University Building Authority Project Revenue, Senior Series 1, AMBAC Insured, Pre-Refunded, 5.25%, 11/01/23 .......................................................................... 2,155,000 2,479,220 11/01/28 .......................................................................... 5,035,000 5,792,516 84 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN MASSACHUSETTS TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) MASSACHUSETTS (CONTINUED) University of Massachusetts Building Authority Project Revenue, Senior Series 2004-1, AMBAC Insured, Pre-Refunded, 5.25%, 11/01/29 ...................................... $ 3,000,000 $ 3,523,800 Whitman Hanson Regional School District GO, Refunding, FGIC Insured, 5.00%, 6/15/21 .. 1,960,000 2,022,230 Winthrop GO, AMBAC Insured, 5.00%, 11/01/20 .......................................... 1,230,000 1,273,911 Worcester GO, Assured Guaranty, 5.00%, 11/01/37 ...................................... 5,130,000 5,287,645 -------------- 569,676,586 -------------- U.S. TERRITORIES 0.7% PUERTO RICO 0.7% Puerto Rico Commonwealth Aqueduct and Sewer Authority Revenue, senior lien, Series A, Assured Guaranty, 5.00%, 7/01/28 .................................................. 4,000,000 4,120,560 -------------- TOTAL MUNICIPAL BONDS BEFORE SHORT TERM INVESTMENTS (COST $560,134,943) .............. 573,797,146 -------------- SHORT TERM INVESTMENTS 0.4% MUNICIPAL BONDS 0.4% MASSACHUSETTS 0.4% (a) Massachusetts State Health and Educational Facilities Authority Revenue, Harvard University, Refunding, Series R, Daily VRDN and Put, 0.09%, 11/01/49 ...... 500,000 500,000 Museum of Fine Arts, Series A-1, Daily VRDN and Put, 0.14%, 12/01/37 .............. 100,000 100,000 Tufts University, Series G, Daily VRDN and Put, 0.09%, 2/15/26 .................... 1,800,000 1,800,000 -------------- TOTAL SHORT TERM INVESTMENTS (COST $2,400,000) ....................................... 2,400,000 -------------- TOTAL INVESTMENTS (COST $562,534,943) 99.0% .......................................... 576,197,146 OTHER ASSETS, LESS LIABILITIES 1.0% .................................................. 5,584,050 -------------- NET ASSETS 100.0% .................................................................... $ 581,781,196 ============== See Abbreviations on page 144. (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 | 85 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN MICHIGAN TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ----------------------------------------------------------------- CLASS A 2010 2009 2008(a) 2007 2006 - ------- ---------- ---------- ---------- ---------- ---------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 11.48 $ 11.71 $ 12.24 $ 12.27 $ 12.35 ---------- ---------- ---------- ---------- ---------- Income from investment operations(b): Net investment income(c) .................... 0.52 0.51 0.51 0.53 0.54 Net realized and unrealized gains (losses) .. 0.49 (0.23) (0.51) (0.01) (0.08) ---------- ---------- ---------- ---------- ---------- Total from investment operations ............... 1.01 0.28 -- 0.52 0.46 ---------- ---------- ---------- ---------- ---------- Less distributions from: Net investment income ....................... (0.52) (0.51) (0.52) (0.53) (0.54) Net realized gains .......................... -- -- (0.01) (0.02) -- ---------- ---------- ---------- ---------- ---------- Total distributions ............................ (0.52) (0.51) (0.53) (0.55) (0.54) ---------- ---------- ---------- ---------- ---------- Redemption fees(d) ............................. -- --(e) --(e) --(e) --(e) ---------- ---------- ---------- ---------- ---------- Net asset value, end of year ................... $ 11.97 $ 11.48 $ 11.71 $ 12.24 $ 12.27 ========== ========== ========== ========== ========== Total return(f) ................................ 8.92% 2.41% (0.06)% 4.35% 3.77% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 0.63% 0.63% 0.64% 0.64% 0.64% Net investment income .......................... 4.40% 4.40% 4.25% 4.34% 4.38% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $1,345,427 $1,318,955 $1,294,052 $1,260,755 $1,230,439 Portfolio turnover rate ........................ 5.47% 16.08% 13.00% 7.97% 6.55% (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. 86 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN MICHIGAN TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, -------------------------------------------------- CLASS B 2010 2009 2008(a) 2007 2006 - ------- ------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 11.54 $ 11.77 $ 12.30 $ 12.33 $ 12.40 ------- ------- ------- ------- ------- Income from investment operations(b): Net investment income(c) .................... 0.46 0.45 0.45 0.46 0.47 Net realized and unrealized gains (losses) .. 0.48 (0.24) (0.52) (0.01) (0.07) ------- ------- ------- ------- ------- Total from investment operations ............... 0.94 0.21 (0.07) 0.45 0.40 ------- ------- ------- ------- ------- Less distributions from: Net investment income ....................... (0.45) (0.44) (0.45) (0.46) (0.47) Net realized gains .......................... -- -- (0.01) (0.02) -- ------- ------- ------- ------- ------- Total distributions ............................ (0.45) (0.44) (0.46) (0.48) (0.47) ------- ------- ------- ------- ------- Redemption fees(d) ............................. -- --(e) --(e) --(e) --(e) ------- ------- ------- ------- ------- Net asset value, end of year ................... $ 12.03 $ 11.54 $ 11.77 $ 12.30 $ 12.33 ======= ======= ======= ======= ======= Total return(f) ................................ 8.28% 1.84% (0.61)% 3.77% 3.27% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 1.18% 1.18% 1.19% 1.19% 1.19% Net investment income .......................... 3.85% 3.85% 3.70% 3.79% 3.83% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $17,892 $30,625 $39,466 $45,664 $51,285 Portfolio turnover rate ........................ 5.47% 16.08% 13.00% 7.97% 6.55% (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 | 87 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN MICHIGAN TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ---------------------------------------------------------- 2010 2009 2008(a) 2007 2006 -------- -------- -------- -------- -------- CLASS C PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year .......... $ 11.61 $ 11.83 $ 12.36 $ 12.39 $ 12.46 -------- -------- -------- -------- -------- 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) 0.49 (0.23) (0.52) (0.02) (0.08) -------- -------- -------- -------- -------- Total from investment operations ............ 0.95 0.22 (0.07) 0.45 0.40 -------- -------- -------- -------- -------- Less distributions from: Net investment income .................... (0.45) (0.44) (0.45) (0.46) (0.47) Net realized gains ....................... -- -- (0.01) (0.02) -- -------- -------- -------- -------- -------- Total distributions ......................... (0.45) (0.44) (0.46) (0.48) (0.47) -------- -------- -------- -------- -------- Redemption fees(d) .......................... -- --(e) --(e) --(e) --(e) -------- -------- -------- -------- -------- Net asset value, end of year ................ $ 12.11 $ 11.61 $ 11.83 $ 12.36 $ 12.39 ======== ======== ======== ======== ======== Total return(f) ............................. 8.31% 1.91% (0.61)% 3.74% 3.25% RATIOS TO AVERAGE NET ASSETS Expenses .................................... 1.18% 1.18% 1.19% 1.19% 1.19% Net investment income ....................... 3.85% 3.85% 3.70% 3.79% 3.83% SUPPLEMENTAL DATA Net assets, end of year (000's) ............. $195,638 $173,295 $131,079 $126,535 $123,024 Portfolio turnover rate ..................... 5.47% 16.08% 13.00% 7.97% 6.55% (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 MICHIGAN TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ---------------- 2010 2009(a) ------ ------- ADVISOR CLASS PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year .......... $11.49 $11.95 ------ ------ Income from investment operations(b): Net investment income(c) ................. 0.53 0.35 Net realized and unrealized gains (losses) 0.50 (0.47) ------ ------ Total from investment operations ............ 1.03 (0.12) ------ ------ Less distributions from net investment income (0.53) (0.34) ------ ------ Net asset value, end of year ................ $11.99 $11.49 ====== ====== Total return(d) ............................. 9.11% (0.92)% RATIOS TO AVERAGE NET ASSETS(e) Expenses .................................... 0.53% 0.53% Net investment income ....................... 4.50% 4.50% SUPPLEMENTAL DATA Net assets, end of year (000's) ............. $3,486 $ 769 Portfolio turnover rate ..................... 5.47% 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 | 89 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 FRANKLIN MICHIGAN TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE -------------------------------------- ---------------- -------------- MUNICIPAL BONDS 98.2% MICHIGAN 90.9% Adrian City School District GO, FSA Insured, Pre-Refunded, 5.00%, 5/01/26 ........................................................................... $ 1,960,000 $ 2,262,252 5/01/29 ........................................................................... 2,125,000 2,452,696 5/01/34 ........................................................................... 6,690,000 7,721,665 Allen Park Brownfield RDA, GO, Limited Redevelopment, Tax Increment, AMBAC Insured, 5.00%, 5/01/32 .................................................................... 7,300,000 7,552,507 Allendale Public School District GO, School Building and Site, FGIC Insured, Pre-Refunded, 5.125%, 5/01/27 ....................................... 6,450,000 7,062,492 FGIC Insured, Pre-Refunded, 5.125%, 5/01/32 ....................................... 5,490,000 6,011,330 Series A, FSA Insured, 5.00%, 5/01/37 ............................................. 11,810,000 12,174,693 Anchor Bay School District GO, School Building and Site, Series II, FGIC Insured, Pre-Refunded, 5.70%, 5/01/25 .................................................................... 5,000,000 5,044,200 5.75%, 5/01/30 .................................................................... 3,750,000 3,783,450 Avondale School District GO, School Building and Site, FSA Insured, Pre-Refunded, 5.00%, 5/01/29 .................................................................... 9,000,000 10,150,380 Battle Creek School District GO, School Building and Site, FSA Insured, 5.00%, 5/01/31 ........................................................................... 4,000,000 4,091,520 5/01/34 ........................................................................... 10,165,000 10,323,269 Battle Creek School District Paying Agent and Registrar, School Building and Site, FSA Insured, 5.00%, 5/01/37 ....................................................... 8,760,000 8,875,106 Bay City School District GO, School Building and Site, FSA Insured, 5.00%, 5/01/31 ... 6,000,000 6,146,520 Brown City Community School District GO, Building and Site, FGIC Insured, Pre-Refunded, 5.00%, 5/01/31 .................................................................... 3,200,000 3,434,560 Caledonia Community Schools GO, NATL Insured, 5.00%, 5/01/26 ......................... 3,665,000 3,895,748 Carman-Ainsworth Community School District GO, FGIC Insured, Pre-Refunded, 5.00%, 5/01/27 ........................................ 1,550,000 1,687,780 NATL Insured, 5.00%, 5/01/27 ...................................................... 1,400,000 1,420,804 Central Michigan University Revenue, General, AMBAC Insured, 5.00%, 10/01/34 ........................................... 8,905,000 8,854,776 Series A, AMBAC Insured, 5.05%, 10/01/32 .......................................... 10,000,000 10,032,000 Charles Stewart Mott Community College GO, FGIC Insured, Pre-Refunded, 5.50%, 5/01/21 ........................................................................... 3,550,000 3,580,211 Chippewa Valley Schools GO, School Building and Site, FSA Insured, 5.00%, 5/01/34 .... 4,500,000 4,569,210 Detroit City School District GO, School Building and Site Improvement, Series A, FGIC Insured, Pre-Refunded, 5.00%, 5/01/23 .............................. 2,650,000 2,979,872 Series A, FSA Insured, 6.00%, 5/01/29 ............................................. 10,000,000 10,924,600 Series A, FSA Insured, Pre-Refunded, 5.125%, 5/01/31 .............................. 38,330,000 41,926,504 Series B, FGIC Insured, 5.00%, 5/01/25 ............................................ 2,000,000 1,981,000 Detroit GO, Series A, Assured Guaranty, 5.00%, 4/01/28 ............................... 5,000,000 4,970,400 Detroit Public Improvements GO, Series A-1, NATL Insured, 5.00%, 4/01/20 ............. 10,610,000 8,916,326 Detroit Sewer Disposal System Revenue, second lien, Series A, NATL Insured, 5.125%, 7/01/33 .............................. 18,790,000 18,351,253 senior lien, Refunding, Series A, FSA Insured, 5.00%, 7/01/32 ..................... 5,960,000 5,803,192 senior lien, Series B, FSA Insured, 7.50%, 7/01/33 ................................ 6,000,000 7,151,220 Detroit Water Supply System Revenue, FGIC Insured, ETM, 6.25%, 7/01/12 ................................................. 905,000 963,192 second lien, Refunding, Series C, FSA Insured, 5.00%, 7/01/33 ..................... 20,000,000 19,862,400 90 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN MICHIGAN TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE -------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) MICHIGAN (CONTINUED) Detroit Water Supply System Revenue, (continued) second lien, Series B, FGIC Insured, Pre-Refunded, 5.50%, 7/01/33 ................. $ 20,000,000 $ 21,492,400 second lien, Series B, NATL Insured, 5.00%, 7/01/34 ............................... 8,875,000 8,524,437 senior lien, Refunding, Series B, BHAC Insured, 5.25%, 7/01/35 .................... 17,500,000 17,425,800 senior lien, Series A, FGIC Insured, Pre-Refunded, 5.25%, 7/01/33 ................. 4,880,000 5,176,265 senior lien, Series A, FSA Insured, 5.00%, 7/01/34 ................................ 38,740,000 37,209,770 senior lien, Series A, NATL Insured, 5.00%, 7/01/27 ............................... 4,930,000 4,930,444 senior lien, Series A, NATL Insured, 5.00%, 7/01/30 ............................... 11,400,000 11,045,574 senior lien, Series A, NATL Insured, Pre-Refunded, 5.25%, 7/01/33 ................. 4,745,000 5,042,844 Series B, NATL Insured, Pre-Refunded, 5.00%, 7/01/34 .............................. 5,270,000 5,960,054 Detroit/Wayne County Stadium Authority Revenue, NATL Insured, 5.25%, 2/01/27 ......... 5,500,000 5,500,990 Eastern Michigan University Revenues, Series A, FGIC Insured, Pre-Refunded, 5.00%, 6/01/28 ........................................................................... 6,730,000 7,600,997 6/01/33 ........................................................................... 14,700,000 16,602,474 Eaton Rapids Public Schools GO, School Building and Site, FSA Insured, 5.00%, 5/01/26 .................................................................... 2,700,000 2,825,604 5.00%, 5/01/29 .................................................................... 820,000 849,512 Pre-Refunded, 5.00%, 5/01/29 ...................................................... 1,930,000 2,227,625 Farmington Hills EDC Revenue, Botsford Continuing Care, Series A, NATL Insured, 5.75%, 2/15/25 ........................................................................... 100,000 100,054 Fennville Public Schools GO, School Building and Site, FGIC Insured, 5.00%, 5/01/30 .................................................................... 2,085,000 2,160,039 Pre-Refunded, 5.00%, 5/01/30 ...................................................... 1,115,000 1,284,491 Pre-Refunded, 5.00%, 5/01/34 ...................................................... 3,250,000 3,744,033 Ferris State University Revenue, FGIC Insured, 5.25%, 10/01/26 .......................................................................... 1,500,000 1,521,285 10/01/31 .......................................................................... 3,255,000 3,283,677 Fowlerville Community School District GO, FGIC Insured, 5.00%, 5/01/30 ........................................................................... 1,990,000 2,050,098 5/01/34 ........................................................................... 8,145,000 8,288,189 Genesee County GO, Water Supply System, AMBAC Insured, 5.00%, 11/01/30 ............... 4,000,000 4,042,800 Grand Blanc Community Schools GO, School Building and Site, FSA Insured, 5.00%, 5/01/28 ........................................................................... 4,250,000 4,432,707 Grand Rapids Building Authority GO, AMBAC Insured, Pre-Refunded, 5.50%, 8/01/20 ...... 2,000,000 2,043,440 Grand Rapids Building Authority Revenue, AMBAC Insured, Series A, 5.00%, 10/01/28 ................................................................... 3,590,000 3,677,883 Pre-Refunded, 5.00%, 10/01/28 ..................................................... 2,410,000 2,667,725 Grand Rapids Sanitation Sewer System Revenue, NATL Insured, 5.00%, 1/01/30 ........................................................................... 4,900,000 5,101,733 1/01/34 ........................................................................... 2,420,000 2,498,602 Grand Rapids Water Supply Revenue, Assured Guaranty, 5.10%, 1/01/39 .................................................. 3,000,000 3,107,640 FGIC Insured, 5.00%, 1/01/35 ...................................................... 3,500,000 3,599,470 Grand Valley State University Revenue, General, 5.75%, 12/01/34 ................................................................... 1,500,000 1,589,130 Refunding, Series A, FSA Insured, 5.00%, 12/01/28 ................................. 17,165,000 18,260,127 Refunding, Series A, FSA Insured, 5.00%, 12/01/33 ................................. 8,570,000 8,891,718 Hartland Consolidated School District GO, FGIC Insured, Pre-Refunded, 6.00%, 5/01/29 ........................................................................... 30,000,000 30,279,600 Annual Report | 91 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN MICHIGAN TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE -------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) MICHIGAN (CONTINUED) Hazel Park Building Authority Revenue, Ice Arena, AMBAC Insured, 4.70%, 4/01/24 ...... $ 700,000 $ 602,266 Hazel Park School District GO, FSA Insured, 5.00%, 5/01/27 ........................................................................... 9,000,000 9,238,500 5/01/32 ........................................................................... 12,475,000 12,709,405 HealthSource Saginaw Inc. Saginaw County GO, NATL Insured, 5.00%, 5/01/29 ............ 4,145,000 4,266,200 Huron School District GO, FSA Insured, Pre-Refunded, 5.25%, 5/01/21 .................................................................... 1,500,000 1,585,080 5.375%, 5/01/26 ................................................................... 2,500,000 2,645,425 Jackson Brownfield RDAR, FGIC Insured, 5.125%, 6/01/22 ................................................................... 2,290,000 2,365,524 5.125%, 6/01/24 ................................................................... 1,215,000 1,250,308 Pre-Refunded, 5.25%, 6/01/26 ...................................................... 2,820,000 3,099,208 Pre-Refunded, 5.375%, 6/01/30 ..................................................... 5,830,000 6,423,436 Jackson Public Schools GO, School Building and Site, Refunding, FSA Insured, 5.00%, 5/01/34 ........................................................................... 6,620,000 6,809,729 Kalamazoo City School District GO, School Building and Site, FSA Insured, Pre-Refunded, 5.00%, 5/01/21 .................................................................... 4,000,000 4,215,320 Kalamazoo Hospital Finance Authority Hospital Facility Revenue, Borgess Medical Center, Series A, AMBAC Insured, ETM, 5.625%, 6/01/14 ............. 3,570,000 3,915,362 Bronson Methodist Hospital, Refunding, NATL Insured, 5.25%, 5/15/18 ............... 135,000 135,097 Bronson Methodist Hospital, Refunding, Series B, FSA Insured, 5.00%, 5/15/26 ...... 7,000,000 6,817,510 L'Anse Creuse Public Schools GO, School Building and Site, FSA Insured, 5.00%, 5/01/35 ........................................................................... 10,000,000 10,076,200 Lake St. Clair Shores Drain District GO, Series A, NATL Insured, 5.125%, 10/01/29 .... 1,000,000 1,008,960 Lake Superior State University Revenue, Refunding, AMBAC Insured, 5.25%, 11/15/31 .... 3,320,000 3,199,019 Lapeer Community Schools GO, School Building and Site, FSA Insured, 5.00%, 5/01/33 ........................................................................... 4,400,000 4,485,360 5/01/37 ........................................................................... 4,325,000 4,385,463 Lenawee County Hospital Finance Authority Hospital Revenue, Lenawee Health Alliance, Refunding, Series A, AMBAC Insured, 5.20%, 7/01/19 ................................ 2,115,000 2,130,355 Livonia Municipal Building Authority GO, FGIC Insured, Pre-Refunded, 5.25%, 5/01/30 .. 3,950,000 3,982,034 Lowell Area Schools GO, FGIC Insured, Pre-Refunded, 5.625%, 5/01/25 ........................................................................... 3,125,000 3,152,219 5/01/30 ........................................................................... 3,250,000 3,278,308 Marysville Public School District GO, School Building and Site, Refunding, FSA Insured, 5.00%, 5/01/35 .................................................................... 5,000,000 5,077,850 Michigan Higher Education Student Loan Authority Revenue, Series XVII-E, AMBAC Insured, 5.40%, 6/01/19 .................................................................... 5,000,000 5,023,100 5.50%, 6/01/25 .................................................................... 5,000,000 5,003,850 Michigan Municipal Bond Authority Revenue, Clean Water State Revolving Fund, 5.00%, 10/01/24 ................................. 11,355,000 12,129,638 Local Government Loan Program, Series C, NATL Insured, 6.00%, 11/01/10 ............ 725,000 725,189 Michigan State Building Authority Revenue, Facilities Program, Refunding, Series I, 6.25%, 10/15/38 .......................... 15,000,000 16,642,050 Facilities Program, Refunding, Series I, AMBAC Insured, 5.00%, 10/15/33 ........... 4,450,000 4,437,540 Facilities Program, Refunding, Series I, FSA Insured, 5.00%, 10/15/24 ............. 5,000,000 5,127,800 Refunding, AMBAC Insured, 5.00%, 10/15/33 ......................................... 21,000,000 20,941,200 Refunding, Series IA, FGIC Insured, 5.00%, 10/15/32 ............................... 17,160,000 17,187,799 92 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN MICHIGAN TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE -------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) MICHIGAN (CONTINUED) Michigan State Building Authority Revenue, (continued) Refunding, Series IA, FGIC Insured, 5.00%, 10/15/36 ............................... $ 5,000,000 $ 4,905,900 Refunding, Series IA, FSA Insured, 5.00%, 10/15/31 ................................ 15,530,000 15,572,552 Refunding, Series IA, FSA Insured, 5.00%, 10/15/32 ................................ 10,000,000 10,016,200 Refunding, Series IA, FSA Insured, 5.00%, 10/15/36 ................................ 1,000,000 1,014,030 Michigan State Comprehensive Transportation Revenue, Refunding, FSA Insured, 5.00%, 5/15/26 ........................................................................... 4,740,000 5,016,389 5/15/31 ........................................................................... 8,000,000 8,270,640 Michigan State COP, AMBAC Insured, Pre-Refunded, 5.50%, 6/01/27 ...................... 12,000,000 12,152,040 Michigan State HDA Rental Housing Revenue, Refunding, Series A, AMBAC Insured, 6.00%, 4/01/16 ........................................................................... 65,000 65,050 Michigan State Hospital Finance Authority Revenue, Detroit Medical Center Obligation Group, Refunding, Series A, AMBAC Insured, 5.50%, 8/15/24 ........................................................................ 15,000,000 12,231,000 Detroit Medical Center Obligation Group, Refunding, Series A, AMBAC Insured, 5.25%, 8/15/27 ........................................................................ 10,000,000 7,653,200 Hospital, Sparrow Obligated Group, Refunding, 5.00%, 11/15/31 ..................... 10,000,000 9,319,200 Hospital, Sparrow Obligated Group, Refunding, NATL Insured, 5.00%, 11/15/31 ....... 8,500,000 8,156,770 Hospital, Sparrow Obligated Group, Refunding, NATL Insured, 5.00%, 11/15/36 ....... 12,465,000 11,471,789 Hospital, Sparrow Obligated Group, Refunding, NATL Insured, 5.00%, 11/15/36 ....... 6,165,000 5,657,374 Mercy Health Services, Series Q, AMBAC Insured, ETM, 5.375%, 8/15/26 .............. 6,000,000 6,097,440 Mercy Health Services, Series R, AMBAC Insured, ETM, 5.375%, 8/15/26 .............. 1,750,000 1,778,420 Mercy Health Services, Series U, ETM, 5.75%, 8/15/26 .............................. 300,000 304,773 Mercy Health Services, Series W, FSA Insured, ETM, 5.25%, 8/15/27 ................. 8,605,000 8,758,427 Mid-Michigan Health, AMBAC Insured, 5.00%, 4/15/24 ................................ 7,065,000 7,080,048 Mid-Michigan Health, AMBAC Insured, 5.00%, 4/15/32 ................................ 1,000,000 973,870 Mid-Michigan Obligation Group, Refunding, Series A, FSA Insured, 5.375%, 6/01/27 .. 7,500,000 7,507,650 Mid-Michigan Obligation Group, Series A, 6.125%, 6/01/39 .......................... 5,000,000 5,320,450 Oakwood Obligated Group, Refunding, Series A, FSA Insured, 5.125%, 8/15/25 ........ 7,500,000 7,540,950 St. John's Health System, Refunding, Series A, AMBAC Insured, ETM, 5.125%, 5/15/17 ........................................................................ 14,500,000 14,571,920 St. John's Hospital, Refunding, Series A, AMBAC Insured, ETM, 6.00%, 5/15/13 ...... 2,830,000 2,975,887 St. John's Hospital, Refunding, Series A, AMBAC Insured, ETM, 6.25%, 5/15/14 ...... 9,545,000 10,660,142 Trinity Health Credit Group, Series A, 6.50%, 12/01/33 ............................ 25,000,000 27,516,000 Michigan State Revenue, Grant Antic Bonds, FSA Insured, 5.25%, 9/15/27 ............... 10,000,000 10,526,800 Michigan State Strategic Fund Limited Obligation Revenue, Detroit Edison Co. Exempt Facilities Project, Refunding, Series ET-2, 5.50%, 8/01/29 ........................................................................ 10,000,000 10,683,100 Detroit Edison Co. Pollution Control Bonds Project, Refunding, Collateralized Series AA, FGIC Insured, 6.95%, 5/01/11 ........................................ 5,000,000 5,276,550 Detroit Edison Co. Pollution Control Bonds Project, Refunding, Collateralized Series BB, AMBAC Insured, 7.00%, 5/01/21 ....................................... 3,000,000 3,643,320 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 12,434,721 Michigan State Trunk Line Revenue, Series A, FSA Insured, Pre-Refunded, 5.25%, 11/01/30 .......................................................................... 19,680,000 21,203,822 Michigan Technological University Revenue, General, Series A, NATL Insured, 5.00%, 10/01/34 .......................................................................... 3,675,000 3,734,976 Milan Area Schools GO, Series A, FGIC Insured, Pre-Refunded, 5.75%, 5/01/24 .......... 3,500,000 3,531,220 Annual Report | 93 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN MICHIGAN TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE -------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) MICHIGAN (CONTINUED) North Kent Sewer Authority Revenue, Sanitary Sewer, NATL Insured, 5.00%, 11/01/31 .... $ 5,960,000 $ 6,122,589 Otsego Public Schools District GO, School Building and Site, FSA Insured, Pre-Refunded, 5.00%, 5/01/34 .................................................................... 9,835,000 11,330,018 Oxford Area Community School District GO, FSA Insured, Pre-Refunded, 5.00%, 5/01/26 ........................................................................... 5,425,000 5,827,372 5/01/31 ........................................................................... 4,865,000 5,225,837 Pennfield School District GO, School Building and Site, FGIC Insured, Pre-Refunded, 5.00%, 5/01/29 ........................................................................... 1,150,000 1,324,812 5/01/34 ........................................................................... 2,500,000 2,880,025 Pinckney Community Schools GO, Refunding, FSA Insured, 5.00%, 5/01/26 ................ 2,955,000 3,068,236 Pontiac General Building Authority GO, FGIC Insured, Pre-Refunded, 5.375%, 6/01/23 ........................................................................... 1,620,000 1,784,900 6/01/27 ........................................................................... 2,635,000 2,903,217 Port Huron GO, Limited Tax, AMBAC Insured, 5.00%, 10/01/22 ........................... 1,600,000 1,650,160 River Rouge School District GO, Refunding, FGIC Insured, 5.00%, 5/01/22 .............. 6,575,000 6,848,717 Rockford Public Schools GO, School Building and Site, FSA Insured, 5.00%, 5/01/33 .... 8,220,000 8,514,687 Royal Oak Hospital Finance Authority Hospital Revenue, William Beaumont Hospital, Refunding, 8.25%, 9/01/39 ......................................................... 10,000,000 11,876,200 Series M, NATL Insured, 5.25%, 11/15/31 ........................................... 12,750,000 11,855,970 Series M, NATL Insured, 5.25%, 11/15/35 ........................................... 17,600,000 16,047,856 Saginaw City School District GO, School Building and Site, FSA Insured, 5.00%, 5/01/38 ........................................................................... 10,555,000 10,977,306 Saginaw Hospital Finance Authority Revenue, Covenant Medical Center, Refunding, Series E, NATL Insured, 5.375%, 7/01/19 ................................................................... 4,850,000 4,854,025 5.50%, 7/01/24 .................................................................... 1,750,000 1,746,763 Saginaw Valley State University Revenue, General, FSA Insured, 5.00%, 7/01/37 .............................................. 4,000,000 4,125,960 General, Refunding, AMBAC Insured, 5.25%, 7/01/19 ................................. 345,000 347,501 General, Refunding, FSA Insured, 5.00%, 7/01/28 ................................... 7,050,000 7,508,814 Series A, NATL Insured, 5.125%, 7/01/30 ........................................... 4,315,000 4,327,384 South Macomb Disposal Authority Revenue, AMBAC Insured, Pre-Refunded, 5.25%, 9/01/20 ........................................................................... 2,000,000 2,049,280 South Redford School District GO, School Building and Site, NATL Insured, 5.00%, 5/01/30 ........................................................................... 3,500,000 3,617,040 Southfield Library Building Authority GO, Refunding, NATL Insured, 5.00%, 5/01/30 .... 6,535,000 6,821,168 Southfield Public Schools GO, Refunding, NATL Insured, 4.75%, 5/01/29 ................ 9,040,000 9,193,138 Sparta Area Schools GO, School Building and Site, FGIC Insured, Pre-Refunded, 5.00%, 5/01/30 ........................................................................... 2,730,000 3,144,987 Sturgis Public School District GO, Refunding, FGIC Insured, 5.00%, 5/01/30 ........... 4,715,000 4,863,853 Taylor Brownfield RDA, GO, Tax Increment, Series A, NATL Insured, 5.00%, 5/01/29 ........................................................................... 2,900,000 2,926,042 5/01/34 ........................................................................... 3,945,000 3,895,687 Taylor Tax Increment Finance Authority Revenue, FSA Insured, 5.00%, 5/01/21 .......... 2,595,000 2,646,225 Tecumseh Public Schools GO, FGIC Insured, Pre-Refunded, 5.50%, 5/01/25 ........................................................................... 5,925,000 5,975,422 5/01/30 ........................................................................... 4,500,000 4,538,295 94 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN MICHIGAN TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE -------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) MICHIGAN (CONTINUED) Thornapple Kellogg School GO, School Building and Site, FSA Insured, Pre-Refunded, 5.00%, 5/01/23 ......................................... $ 965,000 $ 1,072,848 FSA Insured, Pre-Refunded, 5.00%, 5/01/28 ......................................... 6,250,000 6,948,500 Refunding, FSA Insured, 5.00%, 5/01/23 ............................................ 3,035,000 3,158,191 Trenton Public Schools School District GO, School Building and Site, FSA Insured, 5.00%, 5/01/31 ........................................................................... 4,575,000 4,754,889 5/01/38 ........................................................................... 8,150,000 8,363,693 Van Dyke Public Schools GO, School Building and Site, FSA Insured, 5.00%, 5/01/34 .... 5,000,000 5,069,900 Warren Consolidated School District GO, FSA Insured, 4.875%, 5/01/22 ................. 8,910,000 9,107,089 Warren Water and Sewer Revenue, FSA Insured, Pre-Refunded, 5.125%, 11/01/23 .......... 2,450,000 2,636,764 Wayne Charter County Airport Revenue, Detroit Metropolitan Wayne County Airport, Series A, NATL Insured, 5.25%, 12/01/18 ........................................... 5,500,000 5,510,670 Wayne Charter County GO, Airport Hotel, Detroit Metropolitan Wayne County Airport, Series A, NATL Insured, 5.25%, 12/01/25 ................................................................ 17,000,000 16,890,690 Airport Hotel, Detroit Metropolitan Wayne County Airport, Series A, NATL Insured, 5.00%, 12/01/30 ................................................................ 10,750,000 9,734,447 Building Improvement, Series A, 6.75%, 11/01/39 ................................... 5,000,000 5,201,950 Capital Improvement, Series A, FSA Insured, 5.00%, 2/01/34 ........................ 7,640,000 7,840,397 Capital Improvement, Series A, FSA Insured, 5.00%, 2/01/38 ........................ 12,135,000 12,404,882 Wayne County Airport Authority Revenue, Detroit Metropolitan Airport, Refunding, FGIC Insured, 5.00%, 12/01/27 .......................................................................... 9,910,000 9,715,070 12/01/28 .......................................................................... 10,170,000 9,856,459 Wayne State University Revenues, General, AMBAC Insured, 5.00%, 11/15/30 .................................................... 2,925,000 2,973,058 AMBAC Insured, 5.00%, 11/15/36 .................................................... 5,000,000 4,985,000 Refunding, FSA Insured, 5.00%, 11/15/28 ........................................... 23,550,000 24,457,146 Refunding, FSA Insured, 5.00%, 11/15/35 ........................................... 22,435,000 22,606,628 West Bloomfield School District GO, FGIC Insured, Pre-Refunded, 6.00%, 5/01/19 ........................................................................... 2,100,000 2,119,572 5/01/20 ........................................................................... 2,000,000 2,018,640 West Ottawa Public School District GO, School Building Site, Refunding, NATL Insured, 5.00%, 5/01/32 .................................................................... 6,025,000 6,143,331 Western Michigan University Revenues, General, FSA Insured, 5.00%, 11/15/28 .......................................................................... 5,500,000 5,806,130 11/15/32 .......................................................................... 6,410,000 6,663,003 Western Townships Utilities Authority GO, Sewer Disposal System, FGIC Insured, 4.75%, 1/01/23 ........................................................................... 8,500,000 8,672,975 Whitmore Lake Public School District GO, FGIC Insured, 5.00%, 5/01/32 ................ 9,375,000 9,522,187 Willow Run Community Schools GO, FSA Insured, 5.00%, 5/01/31 ......................... 12,550,000 12,650,525 Wyoming Sewer Disposal System Revenue, Refunding, NATL Insured, 5.00%, 6/01/27 ....... 5,700,000 5,917,740 Ypsilanti Community Utilities GO, Sanitation Sewer System No. 3, FGIC Insured, 5.00%, 5/01/32 ........................................................................... 6,065,000 6,137,659 Zeeland Public Schools GO, Refunding, FGIC Insured, 5.00%, 5/01/25 ................... 3,350,000 3,466,714 -------------- 1,420,917,516 -------------- Annual Report | 95 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN MICHIGAN TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE -------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) U.S. TERRITORIES 7.3% PUERTO RICO 7.3% Puerto Rico Commonwealth Highway and Transportation Authority Transportation Revenue, Refunding, Series D, FSA Insured, 5.00%, 7/01/32 .................................. $ 11,945,000 $ 11,983,224 Series B, NATL Insured, Pre-Refunded, 5.875%, 7/01/35 ............................. 16,430,000 16,897,762 Series B, NATL Insured, Pre-Refunded, 5.875%, 7/01/35 ............................. 8,570,000 8,806,703 Series D, FSA Insured, Pre-Refunded, 5.00%, 7/01/32 ............................... 8,055,000 8,874,999 Puerto Rico Electric Power Authority Power Revenue, Series RR, FGIC Insured, Pre-Refunded, 5.00%, 7/01/35 ...................................................... 14,000,000 16,484,020 Puerto Rico Port Authority Revenue, Series D, FGIC Insured, 7.00%, 7/01/14 ........... 5,505,000 5,517,992 Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, first sub., Series A, 5.375%, 8/01/39 ......................................................... 9,000,000 9,002,970 Series A, 6.00%, 8/01/42 .......................................................... 25,000,000 26,150,250 Series B, 6.375%, 8/01/39 ......................................................... 10,000,000 10,772,600 -------------- 114,490,520 -------------- TOTAL MUNICIPAL BONDS BEFORE SHORT TERM INVESTMENTS (COST $1,495,978,745) ............................................................. 1,535,408,036 -------------- SHORT TERM INVESTMENTS 0.6% MUNICIPAL BONDS 0.6% MICHIGAN 0.6% (a) Eastern Michigan University Revenues, General, Refunding, Series A, Daily VRDN and Put, 0.15%, 3/01/49 ............................................................... 7,300,000 7,300,000 (a) Michigan Higher Education Facilities Authority Revenue, Limited Obligation, University of Detroit, Refunding, Daily VRDN and Put, 0.17%, 11/01/36 ............. 1,420,000 1,420,000 -------------- TOTAL SHORT TERM INVESTMENTS (COST $8,720,000) ....................................... 8,720,000 -------------- TOTAL INVESTMENTS (COST $1,504,698,745) 98.8% ........................................ 1,544,128,036 OTHER ASSETS, LESS LIABILITIES 1.2% .................................................. 18,315,230 -------------- NET ASSETS 100.0% .................................................................... $1,562,443,266 ============== See Abbreviations on page 144. (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. 96 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN MINNESOTA TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ------------------------------------------------------- CLASS A 2010 2009 2008(a) 2007 2006 - ------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year .............. $ 11.80 $ 11.51 $ 12.16 $ 12.13 $ 12.23 -------- -------- -------- -------- -------- Income from investment operations(b): Net investment income(c) ..................... 0.48 0.48 0.50 0.50 0.51 Net realized and unrealized gains (losses) ... 0.40 0.30 (0.65) 0.03 (0.10) -------- -------- -------- -------- -------- Total from investment operations ................ 0.88 0.78 (0.15) 0.53 0.41 -------- -------- -------- -------- -------- Less distributions from net investment income ... (0.48) (0.49) (0.50) (0.50) (0.51) -------- -------- -------- -------- -------- Redemption fees(d) .............................. -- --(e) --(e) --(e) --(e) -------- -------- -------- -------- -------- Net asset value, end of year .................... $ 12.20 $ 11.80 $ 11.51 $ 12.16 $ 12.13 ======== ======== ======== ======== ======== Total return(f) ................................. 7.54% 6.90% (1.34)% 4.50% 3.48% RATIOS TO AVERAGE NET ASSETS Expenses ........................................ 0.65% 0.66% 0.67% 0.66% 0.67% Net investment income ........................... 3.96% 4.17% 4.14% 4.15% 4.17% SUPPLEMENTAL DATA Net assets, end of year (000's) ................. $768,806 $653,812 $545,977 $539,643 $528,660 Portfolio turnover rate ......................... 10.24% 21.67% 9.99% 14.24% 13.03% (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 | 97 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN MINNESOTA TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ---------------------------------------------------- CLASS C 2010 2009 2008(a) 2007 2006 - ------- -------- -------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year .............. $ 11.89 $ 11.60 $ 12.24 $ 12.22 $ 12.31 -------- -------- ------- ------- ------- Income from investment operations(b): Net investment income(c) ..................... 0.41 0.42 0.43 0.44 0.44 Net realized and unrealized gains (losses) ... 0.41 0.29 (0.64) 0.01 (0.09) -------- -------- ------- ------- ------- Total from investment operations ................ 0.82 0.71 (0.21) 0.45 0.35 -------- -------- ------- ------- ------- Less distributions from net investment income ... (0.41) (0.42) (0.43) (0.43) (0.44) -------- -------- ------- ------- ------- Redemption fees(d) .............................. -- --(e) --(e) --(e) --(e) -------- -------- ------- ------- ------- Net asset value, end of year .................... $ 12.30 $ 11.89 $ 11.60 $ 12.24 $ 12.22 ======== ======== ======= ======= ======= Total return(f) ................................. 6.97% 6.26% (1.78)% 3.81% 2.98% RATIOS TO AVERAGE NET ASSETS Expenses ........................................ 1.20% 1.21% 1.22% 1.21% 1.22% Net investment income ........................... 3.41% 3.62% 3.59% 3.60% 3.62% SUPPLEMENTAL DATA Net assets, end of year (000's) ................. $170,676 $102,212 $70,318 $64,873 $64,900 Portfolio turnover rate ......................... 10.24% 21.67% 9.99% 14.24% 13.03% (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. 98 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN MINNESOTA TAX-FREE INCOME FUND PERIOD ENDED FEBRUARY 28, ADVISOR CLASS 2010(a) - ------------- ------------ PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ............ $11.91 ------ Income from investment operations(b): Net investment income(c) ..................... 0.33 Net realized and unrealized gains (losses) ... 0.28 ------ Total from investment operations ................ 0.61 ------ Less distributions from net investment income ... (0.32) ------ Net asset value, end of period .................. $12.20 ====== Total return(d) ................................. 5.14% RATIOS TO AVERAGE NET ASSETS(e) Expenses ........................................ 0.55% Net investment income ........................... 4.06% SUPPLEMENTAL DATA Net assets, end of period (000's) ............... $4,451 Portfolio turnover rate ......................... 10.24% (a) For the period July 1, 2009 (effective date) to February 28, 2010. (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 | 99 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 FRANKLIN MINNESOTA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE --------------------------------------- ---------------- -------------- MUNICIPAL BONDS 99.0% MINNESOTA 95.1% Anoka County Housing and RDA, GO, Housing Development, Refunding, AMBAC Insured, 4.875%, 2/01/24 ................................................................... $ 2,195,000 $ 2,313,420 Anoka County Regional Railroad Authority GO, Limited Tax, Series A, XLCA Insured, 4.50%, 2/01/32 .................................................................... 11,125,000 11,243,147 Anoka-Hennepin ISD No. 11 GO, School Building, Refunding, Series A, Assured Guaranty, 5.00%, 2/01/20 ............ 5,870,000 6,837,083 School District Credit Enhancement Program, Series A, FSA Insured, 5.00%, 2/01/20 ........................................................................ 6,130,000 6,379,246 Bloomington ISD No. 271 GO, School Building, Refunding, Series C, FSA Insured, 4.50%, 2/01/23 ........................................................................... 2,500,000 2,677,875 Blue Earth County EDA Public Project Lease Revenue, Series A, NATL Insured, 4.50%, 12/01/24 .......................................................................... 1,055,000 1,125,242 (a) Brainerd ISD No. 181 GO, School Building, Refunding, Series A, 4.00%, 2/01/19 ........................................................................... 5,025,000 5,476,848 2/01/20 ........................................................................... 5,025,000 5,443,884 2/01/21 ........................................................................... 4,035,000 4,338,553 Brooklyn Center ISD No. 286 GO, FGIC Insured, 5.00%, 2/01/22 ......................... 1,000,000 1,068,430 Byron ISD No. 531 GO, School Building, Series A, NATL Insured, 5.00%, 2/01/24 ........ 2,015,000 2,158,770 Cambridge ISD No. 911 GO, Series A, NATL Insured, 4.25%, 2/01/24 ..................... 1,235,000 1,276,434 Cass Lake ISD No. 115 GO, Refunding, NATL Insured, 5.00%, 2/01/22 .................... 3,805,000 3,985,205 Centennial ISD No. 012 GO, Series A, FSA Insured, 5.00%, 2/01/21 ..................... 1,000,000 1,068,430 Chaska ISD No. 112 GO, Refunding, Series A, 4.00%, 2/01/16 ............................................... 4,985,000 5,503,041 School Building, Series A, NATL Insured, 4.50%, 2/01/28 ........................... 15,000,000 15,595,500 Chisago County GO, Capital Improvement, Series A, NATL Insured, 4.75%, 2/01/26 ....... 2,415,000 2,565,575 Dakota County CDA Governmental Housing Development GO, Senior Housing Facilities, Series A, 5.125%, 1/01/35 ......................................................... 2,625,000 2,741,261 Dakota County Housing and RDA, SFMR, GNMA Secured, 5.75%, 4/01/18 .................................................................... 92,000 92,034 5.85%, 10/01/30 ................................................................... 155,000 155,070 Duluth ISD No. 709 COP, Full Term Certificates, Series B, 4.75%, 2/01/25 .................................................................... 8,445,000 8,902,635 FSA Insured, 5.00%, 2/01/28 ....................................................... 18,890,000 20,381,743 Eagan GO, Recreational Facilities, Series A, NATL Insured, 5.00%, 2/01/21 ............ 3,075,000 3,285,422 Elk River ISD No. 728 GO, School Building, Refunding, Series A, FSA Insured, 4.25%, 2/01/23 ........................................................................... 5,000,000 5,225,200 2/01/24 ........................................................................... 6,265,000 6,508,145 Farmington ISD No. 192 GO, NATL Insured, 5.25%, 2/01/24 ...................................................... 5,915,000 6,168,931 School Building, Refunding, Series A, FSA Insured, 4.50%, 2/01/24 ................. 5,015,000 5,302,510 School Building, Series B, FSA Insured, 5.00%, 2/01/23 ............................ 3,000,000 3,259,170 School Building, Series B, FSA Insured, 4.75%, 2/01/27 ............................ 16,075,000 16,945,783 Fergus Falls ISD No. 544 GO, School Building, Series A, FSA Insured, 5.00%, 1/01/25 .. 1,655,000 1,823,611 Fridley ISD No. 014 GO, Alternative Facilities, Series A, FSA Insured, 4.375%, 2/01/27 ........................................................................... 2,040,000 2,104,382 Hastings ISD No. 200 GO, Refunding, Series A, FSA Insured, 4.50%, 2/01/22 ............ 2,700,000 2,835,702 (a) Hennepin County Regional Railroad Authority GO, Limited Tax, Refunding, Series A, 4.00%, 12/01/27 .......................................................................... 2,475,000 2,527,025 12/01/28 .......................................................................... 2,590,000 2,619,086 Hennepin County Sales Tax Revenue, Hennepin County Sales Tax, 4.75%, 12/15/37 ........................................ 25,000,000 25,652,750 Second Lien, Ballpark Project, Series B, 5.00%, 12/15/21 .......................... 5,000,000 5,589,950 100 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN MINNESOTA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE --------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) MINNESOTA (CONTINUED) Hibbing Health Care Facilities Revenue, The Duluth Clinic Ltd., FSA Insured, Pre-Refunded, 5.00%, 11/01/25 ..................................................... $ 8,000,000 $ 9,147,440 Hopkins ISD No. 270 GO, FGIC Insured, 5.125%, 2/01/22 ................................ 3,880,000 4,154,626 Hubbard County Housing and RDA, GO, Heritage Center Project, NATL Insured, 5.50%, 8/01/27 ........................................................................... 1,085,000 1,107,926 Lake Superior ISD No. 381 GO, Series A, FSA Insured, 5.00%, 4/01/23 .................. 4,195,000 4,624,274 Lakeview ISD No. 2167 GO, NATL Insured, 5.25%, 2/01/26 ............................... 3,705,000 3,864,056 Lakeville ISD No. 194 GO, School Building, Refunding, Series B, Assured Guaranty, 5.00%, 2/01/16 ............ 5,405,000 6,255,693 School Building, Refunding, Series B, Assured Guaranty, 5.00%, 2/01/17 ............ 5,750,000 6,664,998 Series A, FGIC Insured, 5.00%, 2/01/23 ............................................ 10,180,000 11,166,646 Medford ISD No. 763 GO, Series A, FSA Insured, 5.125%, 2/01/29 ....................... 2,700,000 2,812,860 Metropolitan Council Minneapolis-St. Paul Metropolitan Area GO, Wastewater, Series B, 4.50%, 12/01/26 ................................................................... 5,000,000 5,231,400 Minneapolis and St. Paul Metropolitan Airports Commission Airport Revenue, senior bond, Refunding, Series A, AMBAC Insured, 5.00%, 1/01/20 ................... 5,400,000 5,905,062 senior bond, Refunding, Series A, BHAC Insured, 5.00%, 1/01/23 .................... 14,800,000 15,960,024 senior bond, Refunding, Series A, BHAC Insured, 5.00%, 1/01/26 .................... 10,000,000 10,585,700 Series A, FGIC Insured, Pre-Refunded, 5.25%, 1/01/32 .............................. 7,000,000 7,286,230 Series C, FGIC Insured, Pre-Refunded, 5.25%, 1/01/26 .............................. 2,000,000 2,081,780 Series C, FGIC Insured, Pre-Refunded, 5.25%, 1/01/32 .............................. 9,000,000 9,368,010 Minneapolis CDA and St. Paul Housing and RDAR, Health Care Facilities, Carondelet, Series B, BIG Insured, Pre-Refunded, 8.875%, 11/01/15 ............................. 480,000 518,117 Minneapolis GO, Various Purpose, Pre-Refunded, 5.125%, 12/01/28 .................................................... 3,000,000 3,240,120 Refunding, 4.00%, 12/01/25 ........................................................ 4,500,000 4,636,665 Minneapolis Health Care System Revenue, Fairview Health Services, Series D, AMBAC Insured, 5.00%, 11/15/34 .......................................................... 12,645,000 12,192,309 Minneapolis MFR, Riverside Plaza, Refunding, GNMA Secured, 5.20%, 12/20/30 ........... 5,000,000 5,024,950 Minneapolis Health Care System Revenue, Fairview Health Services, Series B, Assured Guaranty, 6.50%, 11/15/38 ......................................................... 35,000,000 39,082,400 Minneapolis Special School District No. 001 COP, Refunding, Series A, NATL Insured, 4.50%, 2/01/21 ................................. 2,715,000 2,843,718 Series A, FSA Insured, 5.00%, 2/01/21 ............................................. 1,950,000 2,021,858 Minnesota Agricultural and Economic Development Board Revenue, Evangelical Lutheran Good Samaritan, Society Project, AMBAC Insured, 5.15%, 12/01/22 ....................................................................... 4,870,000 4,871,802 Health Care Facility, Essentia, Series C1, Assured Guaranty, 5.00%, 2/15/30 ....... 15,100,000 15,276,670 Health Care System, Refunding, Series A, NATL Insured, 5.75%, 11/15/26 ............ 365,000 365,555 Series E, Assured Guaranty, 5.00%, 2/15/37 ........................................ 20,600,000 20,448,590 Minnesota Public Facilities Authority Clean Water Revenue, Series A, 5.00%, 3/01/24 .. 6,900,000 7,811,352 Minnesota State 911 Revenue, Public Safety Radio Communication System, Assured Guaranty, 4.50%, 6/01/22 .................................................................... 3,000,000 3,259,770 4.50%, 6/01/23 .................................................................... 3,410,000 3,677,174 4.50%, 6/01/24 .................................................................... 3,745,000 4,016,999 5.00%, 6/01/24 .................................................................... 5,000,000 5,517,750 4.50%, 6/01/25 .................................................................... 2,745,000 2,924,331 Annual Report | 101 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN MINNESOTA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE --------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) MINNESOTA (CONTINUED) Minnesota State Colleges and University Revenue, Fund, Series A, 4.50%, 10/01/26 ................................................................... $ 5,770,000 $ 6,002,185 4.625%, 10/01/29 .................................................................. 6,615,000 6,876,954 NATL Insured, 5.00%, 10/01/22 ..................................................... 1,745,000 1,896,815 NATL Insured, 5.00%, 10/01/23 ..................................................... 1,825,000 1,972,168 NATL Insured, 5.00%, 10/01/24 ..................................................... 1,900,000 2,047,212 NATL Insured, 5.00%, 10/01/25 ..................................................... 1,155,000 1,237,224 NATL Insured, 5.00%, 10/01/26 ..................................................... 1,715,000 1,828,173 NATL Insured, 5.00%, 10/01/32 ..................................................... 5,540,000 5,763,761 Minnesota State GO, Highway and Various Purpose, 5.00%, 8/01/23 ....................................... 3,000,000 3,374,760 Highway and Various Purpose, FSA Insured, 5.00%, 8/01/22 .......................... 1,000,000 1,126,330 Highway and Various Purpose, FSA Insured, 5.00%, 8/01/25 .......................... 10,000,000 11,081,600 NATL Insured, 5.00%, 6/01/26 ...................................................... 10,000,000 10,945,800 Various Purpose, Refunding, Series H, 5.00%, 11/01/27 ............................. 5,000,000 5,579,650 Various Purposes, Series A, 4.25%, 12/01/27 ....................................... 5,000,000 5,185,700 Various Purposes, Series A, 4.50%, 12/01/28 ....................................... 15,540,000 16,431,219 Minnesota State HFAR, Non Profit Housing State Appropriation, 4.00%, 8/01/29 ............................ 3,675,000 3,601,904 Rental Housing, Refunding, Series D, NATL Insured, 5.90%, 8/01/15 ................. 690,000 692,691 Rental Housing, Refunding, Series D, NATL Insured, 5.95%, 2/01/18 ................. 200,000 200,582 Rental Housing, Refunding, Series D, NATL Insured, 6.00%, 2/01/22 ................. 220,000 220,931 Residential Housing Finance, Series E, 4.90%, 7/01/29 ............................. 12,035,000 12,100,470 Residential Housing Finance, Series E, 5.10%, 1/01/40 ............................. 11,485,000 11,560,456 SFM, Series G, AMBAC Insured, 6.25%, 7/01/26 ...................................... 150,000 150,560 Minnesota State Higher Education Facilities Authority Revenue, St. John's University, Series 5-I, NATL Insured, Pre-Refunded, 5.25%, 10/01/21 .... 1,750,000 1,872,990 St. John's University, Series 5-I, NATL Insured, Pre-Refunded, 5.25%, 10/01/26 .... 1,500,000 1,605,420 University of St.Thomas, Series 7-A, 5.00%, 10/01/29 .............................. 5,420,000 5,607,478 University of St.Thomas, Series 7-A, 5.00%, 10/01/39 .............................. 4,485,000 4,464,234 University of St.Thomas, Series Six-X, 5.00%, 4/01/29 ............................. 2,250,000 2,303,753 University of St.Thomas, Series Six-X, 5.25%, 4/01/39 ............................. 5,000,000 5,079,500 Minnesota State Public Facilities Authority Clean Water Revenue, Series B, 4.75%, 3/01/27 ........................................................................... 5,000,000 5,465,850 Minnetonka ISD No. 276 GO, Alternative Facilities, Series F, 4.00%, 7/01/24 .................................................................... 2,305,000 2,384,799 4.10%, 7/01/25 .................................................................... 2,145,000 2,212,074 Minnetonka MFHR, Cedar Hills Project, Refunding, Series A, GNMA Secured, 5.90%, 10/20/19 ................................................................... 1,750,000 1,765,120 5.95%, 10/20/29 ................................................................... 5,955,000 6,048,613 Moorhead ISD No. 152 GO, School Building, Refunding, 4.25%, 4/01/22 .................. 4,690,000 4,864,046 Mounds View ISD No. 621 GO, School Building, Refunding, Series A, 4.00%, 2/01/20 ..... 1,000,000 1,067,180 New Brighton GO, Tax Increment, Series A, NATL Insured, 5.00%, 2/01/32 ............... 5,110,000 5,362,230 North Branch Water System Revenue, FSA Insured, 4.75%, 8/01/27 ....................................................... 1,500,000 1,595,235 Series A, FSA Insured, 5.00%, 8/01/33 ............................................. 1,325,000 1,373,429 Northern Municipal Power Agency Electric System Revenue, Refunding, FSA Insured, 5.00%, 1/01/12 ............................................ 540,000 540,886 Refunding, Series A, Assured Guaranty, 5.00%, 1/01/21 ............................. 1,505,000 1,618,823 Series A, AMBAC Insured, 5.00%, 1/01/26 ........................................... 2,000,000 2,042,740 102 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN MINNESOTA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE --------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) MINNESOTA (CONTINUED) Northfield ISD No. 659 GO, School Building, Refunding, Series A, 4.00%, 2/01/19 ........................................................................... $ 2,515,000 $ 2,764,010 2/01/20 ........................................................................... 3,420,000 3,696,746 2/01/21 ........................................................................... 3,575,000 3,829,540 Osseo ISD No. 279 GO, Series A, FSA Insured, 5.00%, 2/01/20 .......................... 3,000,000 3,115,650 Pine City Health Care and Housing Revenue, North Branch, Series A, GNMA Secured, 5.00%, 10/20/38 ................................................................... 4,280,000 4,290,828 Pipestone-Jasper ISD No. 2689 GO, Refunding, Series A, FSA Insured, 5.00%, 3/01/20 ... 1,595,000 1,705,549 Plymouth Health Facilities Revenue, Westhealth Project, Series A, FSA Insured, 6.25%, 6/01/16 .................................................................... 1,600,000 1,601,968 6.125%, 6/01/24 ................................................................... 1,815,000 1,815,054 Prior Lake ISD No. 719 GO, Series C, NATL Insured, 5.00%, 2/01/21 ........................................................................... 2,000,000 2,086,160 2/01/23 ........................................................................... 6,025,000 6,263,168 Robbinsdale ISD No. 281 GO, Refunding, Series A, NATL Insured, 4.50%, 2/01/22 ........ 3,000,000 3,092,340 Rochester Electric Utility Revenue, AMBAC Insured, Pre-Refunding, 5.25%, 12/01/24 .... 3,000,000 3,111,480 Rush City ISD No. 139 GO, School Building, NATL Insured, 5.00%, 2/01/21 .................................................................... 1,680,000 1,822,464 5.125%, 2/01/26 ................................................................... 4,245,000 4,619,621 Sauk Rapids ISD No. 047 GO, School Building, Refunding, Series A, FSA Insured, 5.00%, 2/01/22 ................. 2,200,000 2,401,762 School Building, Refunding, Series A, FSA Insured, 4.50%, 2/01/25 ................. 2,175,000 2,275,964 Series A, NATL Insured, 5.75%, 2/01/23 ............................................ 2,740,000 2,870,068 Series A, NATL Insured, 5.75%, 2/01/26 ............................................ 5,000,000 5,237,350 Scott County GO, Capital Improvement, Series A, AMBAC Insured, 5.00%, 12/01/27 ....... 5,590,000 6,094,777 South Washington County ISD No. 833 GO, Series B, FSA Insured, 5.00%, 2/01/23 ........ 4,000,000 4,130,840 Southern Minnesota Municipal Power Agency Power Supply System Revenue, Capital Appreciation, Refunding, Series A, NATL Insured, zero cpn., 1/01/19 ....... 5,875,000 4,199,391 Capital Appreciation, Refunding, Series A, NATL Insured, zero cpn., 1/01/20 ....... 14,035,000 9,509,835 Capital Appreciation, Refunding, Series A, NATL Insured, zero cpn., 1/01/23 ....... 4,000,000 2,323,480 Capital Appreciation, Refunding, Series A, NATL Insured, zero cpn., 1/01/26 ....... 5,000,000 2,445,500 Capital Appreciation, Refunding, Series A, NATL Insured, zero cpn., 1/01/27 ....... 6,600,000 3,035,076 Capital Appreciation, Refunding, Series C, AMBAC Insured, zero cpn., 1/01/18 ...... 15,935,000 12,014,990 Refunding, Series A, 5.00%, 1/01/21 ............................................... 1,000,000 1,086,890 Refunding, Series A, 5.00%, 1/01/22 ............................................... 2,060,000 2,222,967 Refunding, Series A, 5.50%, 1/01/24 ............................................... 1,000,000 1,103,540 Refunding, Series A, 5.25%, 1/01/30 ............................................... 2,000,000 2,087,420 Series A, NATL Insured, Pre-Refunded, 5.75%, 1/01/18 .............................. 1,000,000 1,092,230 Spring Lake Park ISD No. 16 GO, School Building, Series A, FSA Insured, 5.00%, 2/01/29 ........................................................................... 4,025,000 4,278,414 St. Cloud Health Care Revenue, Centracare Health System Project, Assured Guaranty, 5.375%, 5/01/31 ............... 1,000,000 1,043,660 Centracare Health System Project, Assured Guaranty, 5.50%, 5/01/39 ................ 27,200,000 28,107,120 St. Cloud Hospital Obligation, Group A, FSA Insured, 5.875%, 5/01/30 .............. 17,785,000 18,124,871 St. Cloud Hospital Facilities Revenue, St. Cloud Hospital, Refunding, Series A, AMBAC Insured, 5.00%, 7/01/15 ..................................................... 1,165,000 1,167,947 St. Michael ISD No. 885 GO, FSA Insured, 5.00%, 2/01/23 ....................................................... 3,300,000 3,525,819 School Building, Refunding, FSA Insured, 5.00%, 2/01/24 ........................... 2,735,000 2,957,985 School Building, Series A, FSA Insured, 4.75%, 2/01/29 ............................ 5,000,000 5,227,650 Annual Report | 103 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN MINNESOTA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE --------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) MINNESOTA (CONTINUED) St. Paul Housing and RDA Health Care Revenue, Allina Health System, Refunding, Series A-1, 5.25%, 11/15/29 ............................................ $ 5,000,000 $ 5,018,450 Series A, NATL Insured, 5.00%, 11/15/22 ........................................... 5,000,000 5,131,350 St. Paul ISD No. 625 GO, School Building, Series A, FSA Insured, 5.00%, 2/01/24 ........................................................................... 1,615,000 1,776,048 2/01/25 ........................................................................... 1,675,000 1,831,227 2/01/26 ........................................................................... 1,745,000 1,896,588 St. Paul Sales Tax Revenue, Sub Series A, XLCA Insured, 5.00%, 11/01/30 .............. 7,360,000 7,610,240 St. Peter GO, Hospital, Series A, NATL Insured, 5.00%, 9/01/32 ....................... 5,000,000 5,018,600 State Cloud Health Care Revenue, Centracare Health System, Series A, 5.125%, 5/01/30 ........................................................................... 19,000,000 18,915,830 University of Minnesota Revenue, Series A, 5.25%, 4/01/29 .................................................................... 1,000,000 1,100,740 5.125%, 4/01/34 ................................................................... 1,000,000 1,065,300 Upsala ISD No. 487 GO, School Building, FGIC Insured, 5.00%, 2/01/22 ........................................................................... 1,140,000 1,250,489 2/01/28 ........................................................................... 2,400,000 2,632,608 Waconia ISD No. 110 GO, School Building, Refunding, Series B, 4.125%, 2/01/22 ........ 5,340,000 5,677,274 Washington County Housing and RDAR, Government Housing, Landfall Terrace Project, Refunding, 5.35%, 2/01/22 .................................................................... 1,000,000 1,001,600 5.40%, 8/01/27 .................................................................... 2,015,000 2,018,244 Watertown ISD No. 111 GO, Series A, FSA Insured, 5.00%, 2/01/24 ...................... 2,725,000 2,947,169 West St. Paul ISD No. 197 GO, School Building, Series B, 5.00%, 2/01/21 ........................................................................... 3,340,000 3,600,052 2/01/22 ........................................................................... 3,500,000 3,756,410 Western Minnesota Municipal Power Agency Revenue, NATL Insured, 5.00%, 1/01/26 ...................................................... 8,565,000 8,740,839 Refunding, Series A, AMBAC Insured, 5.50%, 1/01/12 ................................ 2,745,000 2,754,059 Refunding, Series A, AMBAC Insured, 5.50%, 1/01/13 ................................ 4,500,000 4,514,850 Series A, FSA Insured, 5.00%, 1/01/36 ............................................. 6,000,000 6,167,220 Series A, NATL Insured, 5.00%, 1/01/30 ............................................ 7,200,000 7,278,912 Willmar GO, Rice Memorial Hospital Project, FSA Insured, 5.00%, 2/01/22 ........................................................................... 2,550,000 2,649,170 2/01/25 ........................................................................... 3,000,000 3,101,580 2/01/32 ........................................................................... 5,415,000 5,527,903 -------------- 897,638,369 -------------- U.S. TERRITORIES 3.9% PUERTO RICO 3.6% Puerto Rico Commonwealth GO, Public Improvement, FSA Insured, Pre-Refunded, 5.125%, 7/01/30 ........................................ 580,000 617,056 Refunding, FSA Insured, 5.00%, 7/01/23 ............................................ 955,000 963,356 Refunding, FSA Insured, 5.125%, 7/01/30 ........................................... 420,000 422,083 Puerto Rico Commonwealth Highway and Transportation Authority Highway Revenue, Series Y, FSA Insured, 6.25%, 7/01/21 ............................................. 10,000,000 11,452,800 Puerto Rico Electric Power Authority Power Revenue, Refunding, Series SS, NATL Insured, 5.00%, 7/01/25 ........................................... 5,000,000 5,076,700 Series V, FGIC Insured, 5.25%, 7/01/30 ............................................ 5,000,000 5,100,200 104 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN MINNESOTA 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 ....... $ 5,000,000 $ 5,058,750 Puerto Rico Municipal Finance Agency Revenue, Series A, FSA Insured, 5.00%, 8/01/30 .. 1,000,000 1,017,490 Puerto Rico PBA Guaranteed Revenue, Government Facilities, Refunding, Series F, XLCA Insured, 5.25%, 7/01/25 ...................................................... 2,500,000 2,473,875 Puerto Rico Port Authority Revenue, Series D, FGIC Insured, 7.00%, 7/01/14 ........... 800,000 801,888 Puerto Rico Public Finance Corp. Revenue, Commonwealth Appropriation, Series E, AMBAC Insured, ETM, 5.50%, 8/01/27 ........................................................................... 375,000 444,525 8/01/27 ........................................................................... 625,000 749,625 -------------- 34,178,348 -------------- U.S. VIRGIN ISLANDS 0.3% Virgin Islands PFAR, Gross Receipts Taxes Loan Note, FSA Insured, 5.25%, 10/01/20 .......................................................................... 1,160,000 1,203,361 10/01/21 .......................................................................... 1,000,000 1,033,600 -------------- 2,236,961 -------------- TOTAL U.S. TERRITORIES ............................................................... 36,415,309 -------------- TOTAL MUNICIPAL BONDS BEFORE SHORT TERM INVESTMENTS (COST $895,074,148) ............................................................... 934,053,678 -------------- SHORT TERM INVESTMENTS 2.2% MUNICIPAL BONDS 2.2% MINNESOTA 1.9% (b) Minneapolis and St. Paul Housing and RDA Health Care System Revenue, Allina Health System, Refunding, Series B-2, Daily VRDN and Put, 0.14%, 11/15/35 ................ 8,000,000 8,000,000 (b) Minnesota Agricultural and Economic Development Board Revenue, Health Care Facility, Essentia, Refunding, Series C-3, Assured Guaranty, Daily VRDN and Put, 0.15%, 2/15/32 ........................................................................ 8,800,000 8,800,000 (b) Roseville Health Care Facilities Revenue, Presbyterian Homes Project, Refunding, Daily VRDN and Put, 0.14%, 10/01/29 ..................................................... 1,360,000 1,360,000 -------------- 18,160,000 -------------- U.S. TERRITORIES 0.3% PUERTO RICO (COST $3,000,000) 0.3% (b) Puerto Rico Commonwealth GO, Public Improvement, Refunding, Series B, Daily VRDN and Put, 0.12%, 7/01/32 ............................................................... 3,000,000 3,000,000 -------------- TOTAL SHORT TERM INVESTMENTS (COST $21,160,000) ...................................... 21,160,000 -------------- TOTAL INVESTMENTS (COST $916,234,148) 101.2% ......................................... 955,213,678 OTHER ASSETS, LESS LIABILITIES (1.2)% ................................................ (11,279,984) -------------- NET ASSETS 100.0% .................................................................... $ 943,933,694 ============== See Abbreviations on page 144. (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 | 105 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN OHIO TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, --------------------------------------------------------------- CLASS A 2010 2009 2008(a) 2007 2006 - ------- ---------- ---------- ---------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 12.08 $ 11.91 $ 12.64 $ 12.60 $ 12.64 ---------- ---------- ---------- -------- -------- Income from investment operations(b): Net investment income(c) .................... 0.51 0.51 0.51 0.52 0.53 Net realized and unrealized gains (losses) .. 0.42 0.17 (0.73) 0.04 (0.04) ---------- ---------- ---------- -------- -------- Total from investment operations ............... 0.93 0.68 (0.22) 0.56 0.49 ---------- ---------- ---------- -------- -------- Less distributions from: Net investment income ....................... (0.51) (0.51) (0.51) (0.52) (0.53) Net realized gains .......................... -- -- (--)(d) (--)(d) -- ---------- ---------- ---------- -------- -------- Total distributions ............................ (0.51) (0.51) (0.51) (0.52) (0.53) ---------- ---------- ---------- -------- -------- Redemption fees(e) ............................. -- --(d) --(d) --(d) --(d) ---------- ---------- ---------- -------- -------- Net asset value, end of year ................... $ 12.50 $ 12.08 $ 11.91 $ 12.64 $ 12.60 ========== ========== ========== ======== ======== Total return(f) ................................ 7.82% 5.83% (1.82)% 4.61% 3.98% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 0.64% 0.64% 0.65% 0.65% 0.65% Net investment income .......................... 4.10% 4.26% 4.11% 4.17% 4.20% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $1,314,090 $1,144,463 $1,010,704 $980,493 $901,614 Portfolio turnover rate ........................ 4.17% 11.12% 16.47% 10.55% 16.44% (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 FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN OHIO TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ---------------------------------------------------- CLASS B 2010 2009 2008(a) 2007 2006 - ------- ------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 12.13 $ 11.96 $ 12.69 $ 12.64 $ 12.68 ------- ------- ------- ------- ------- Income from investment operations(b): Net investment income(c) .................... 0.44 0.45 0.44 0.45 0.46 Net realized and unrealized gains (losses) .. 0.42 0.16 (0.73) 0.06 (0.04) ------- ------- ------- ------- ------- Total from investment operations ............... 0.86 0.61 (0.29) 0.51 0.42 ------- ------- ------- ------- ------- Less distributions from: Net investment income ....................... (0.44) (0.44) (0.44) (0.46) (0.46) Net realized gains .......................... -- -- (--)(d) (--)(d) -- ------- ------- ------- ------- ------- Total distributions ............................ (0.44) (0.44) (0.44) (0.46) (0.46) ------- ------- ------- ------- ------- Redemption fees(e) ............................. -- --(d) --(d) --(d) --(d) ------- ------- ------- ------- ------- Net asset value, end of year .................. $ 12.55 $ 12.13 $ 11.96 $ 12.69 $ 12.64 ======= ======= ======= ======= ======= Total return(f) ................................ 7.21% 5.22% (2.35)% 4.11% 3.41% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 1.19% 1.19% 1.20% 1.20% 1.20% Net investment income .......................... 3.55% 3.71% 3.56% 3.62% 3.65% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $27,577 $36,629 $42,638 $51,897 $56,478 Portfolio turnover rate ........................ 4.17% 11.12% 16.47% 10.55% 16.44% (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 | 107 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN OHIO TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, --------------------------------------------------------- CLASS C 2010 2009 2008(a) 2007 2006 - ------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 12.19 $ 12.02 $ 12.75 $ 12.70 $ 12.74 -------- -------- -------- -------- -------- Income from investment operations(b): Net investment income(c) .................... 0.44 0.45 0.45 0.46 0.46 Net realized and unrealized gains (losses) .. 0.43 0.16 (0.74) 0.04 (0.04) -------- -------- -------- -------- -------- Total from investment operations 0.87 0.61 (0.29) 0.50 0.42 -------- -------- -------- -------- -------- Less distributions from: Net investment income ....................... (0.44) (0.44) (0.44) (0.45) (0.46) Net realized gains .......................... -- -- (--)(d) (--)(d) -- -------- -------- -------- -------- -------- Total distributions ............................ (0.44) (0.44) (0.44) (0.45) (0.46) -------- -------- -------- -------- -------- Redemption fees(e) ............................. -- --(d) --(d) --(d) --(d) -------- -------- -------- -------- -------- Net asset value, end of year ................... $ 12.62 $ 12.19 $ 12.02 $ 12.75 $ 12.70 ======== ======== ======== ======== ======== Total return(f) ................................ 7.24% 5.19% (2.34)% 4.08% 3.38% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 1.19% 1.19% 1.20% 1.20% 1.20% Net investment income .......................... 3.55% 3.71% 3.56% 3.62% 3.65% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $287,586 $201,779 $158,124 $143,804 $130,540 Portfolio turnover rate ........................ 4.17% 11.12% 16.47% 10.55% 16.44% (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. 108 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN OHIO TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ----------------- ADVISOR CLASS 2010 2009(a) - ------------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 12.08 $12.27 ------- ------ Income from investment operations(b): Net investment income(c) .................... 0.52 0.35 Net realized and unrealized gains (losses) .. 0.42 (0.19) ------- ------ Total from investment operations ............... 0.94 0.16 ------- ------ Less distributions from net investment income .. (0.52) (0.35) ------- ------ Net asset value, end of year ................... $ 12.50 $12.08 ======= ====== Total return(d) ................................ 7.93% 1.37% RATIOS TO AVERAGE NET ASSETS(e) Expenses ....................................... 0.54% 0.54% Net investment income .......................... 4.20% 4.36% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $13,367 $ 352 Portfolio turnover rate ........................ 4.17% 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. Annual Report | 109 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 FRANKLIN OHIO TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------- ---------------- -------------- MUNICIPAL BONDS 98.1% OHIO 95.1% Akron Bath Copley Joint Township Hospital District Revenue, Hospital Improvement Children's Hospital Center, FSA Insured, 5.00%, 11/15/22 .......................... $ 5,000,000 $ 5,105,900 Akron GO, Improvement, NATL Insured, 5.00%, 12/01/20 .......................................................................... 2,150,000 2,262,144 12/01/21 .......................................................................... 2,255,000 2,370,997 12/01/22 .......................................................................... 1,185,000 1,242,141 Akron Income Tax Revenue, Community Learning Centers, Series A, NATL Insured, 5.00%, 12/01/22 .......................................................................... 2,460,000 2,561,992 12/01/24 .......................................................................... 3,200,000 3,312,320 12/01/33 .......................................................................... 8,005,000 8,088,732 Akron Waterworks Revenue, Refunding and Improvement, System Mortgage, Assured Guaranty, 5.00%, 3/01/34 .................................................................... 1,000,000 1,024,750 American Municipal Power-Ohio Inc. Revenue, Prairie State Energy Campus Project, Refunding, Series A, Assured Guaranty, 5.25%, 2/15/33 .................................................. 30,000,000 30,842,700 BHAC Insured, 5.00%, 2/15/38 ...................................................... 22,000,000 22,491,700 Anthony Wayne Local School District GO, Refunding, FSA Insured, 5.00%, 12/01/24 ........................................... 3,200,000 3,306,080 School Facilities Construction and Improvement, FSA Insured, Pre-Refunded, 5.65%, 12/01/21 ....................................................................... 1,845,000 1,937,453 School Facilities Construction and Improvement, FSA Insured, Pre-Refunded, 5.70%, 12/01/25 ....................................................................... 2,335,000 2,452,894 School Facilities Construction and Improvement, Refunding, FSA Insured, 5.65%, 12/01/21 ....................................................................... 645,000 664,253 Athens City School District GO, School Facilities Construction and Improvement, FSA Insured, Pre-Refunded, 6.00%, 12/01/24 ............................................ 2,345,000 2,468,628 Austintown Local School District GO, School Improvement, FSA Insured, 5.125%, 12/01/30 .......................................................................... 7,715,000 8,116,874 Avon Lake Water System Revenue, Series A, AMBAC Insured, Pre-Refunded, 5.75%, 10/01/26 .......................................................................... 2,020,000 2,081,691 Avon Local School District GO, School Improvement, NATL Insured, Pre-Refunded, 5.25%, 12/01/23 .......................................................................... 1,000,000 1,153,800 12/01/29 .......................................................................... 2,295,000 2,647,971 Bluffton Exempted Village School District GO, Library Construction Improvement, AMBAC Insured, 5.50%, 12/01/28 .......................................................... 1,190,000 1,360,777 Bowling Green MFHR, Village Apartments, Refunding, Series A, GNMA Secured, 5.40%, 9/20/36 ........................................................................... 2,940,000 2,978,573 Brookfield Local School District GO, School Facilities Improvement, FSA Insured, 5.25%, 1/15/36 .................................................................... 1,300,000 1,389,674 Brookville Local School District GO, FSA Insured, Pre-Refunded, 5.25%, 12/01/22 ................................................................... 1,075,000 1,240,335 5.00%, 12/01/31 ................................................................... 3,000,000 3,433,950 Buckeye Local School District GO, Construction and Improvement, FGIC Insured, Pre-Refunded, 5.50%, 12/01/25 ..................................................... 750,000 779,265 Butler County GO, Judgment, FSA Insured, Pre-Refunded, 4.75%, 12/01/26 .............................. 4,000,000 4,472,960 Limited Tax, Various Purpose, Refunding, NATL Insured, 5.00%, 12/01/26 ............ 2,130,000 2,275,458 Butler County Transportation ID Revenue, Highway Improvement, XLCA Insured, 5.00%, 12/01/31 .......................................................................... 40,000 41,772 110 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN OHIO TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) OHIO (CONTINUED) Canal Winchester Local School District GO, Capital Appreciation, NATL Insured, zero cpn., 12/01/32 .......................................................................... $ 1,455,000 $ 436,907 12/01/33 .......................................................................... 2,000,000 560,460 Central Local School District GO, Classroom Facilities, FSA Insured, 5.75%, 12/01/22 .......................................................................... 1,555,000 1,601,961 Chillicothe City School District GO, Capital Appreciation, Refunding, NATL Insured, zero cpn., 12/01/22 .......................................................................... 1,905,000 1,061,733 12/01/23 .......................................................................... 1,905,000 1,011,403 12/01/24 .......................................................................... 1,905,000 956,177 Cincinnati City School District COP, School Improvement Project, Refunding, FSA Insured, 5.00%, 12/15/26 .......................................................................... 7,310,000 7,753,498 12/15/27 .......................................................................... 7,000,000 7,382,060 Cincinnati City School District GO, Classroom Facilities Construction and Improvement, FSA Insured, Pre-Refunded, 5.00%, 12/01/27 ................................................................ 2,500,000 2,861,625 Classroom Facilities Construction and Improvement, Refunding, NATL Insured, 5.25%, 12/01/24 ....................................................................... 5,000,000 5,787,800 Classroom Facilities Construction and Improvement, Refunding, NATL Insured, 5.25%, 12/01/27 ....................................................................... 14,900,000 16,963,203 Classroom Facilities Construction and Improvement, Refunding, NATL Insured, 5.25%, 12/01/28 ....................................................................... 5,000,000 5,655,200 School Improvement, FSA Insured, 5.00%, 12/01/22 .................................. 9,510,000 10,113,029 Cincinnati Technical College Revenue, AMBAC Insured, 5.25%, 10/01/23 ................................................................... 2,510,000 2,518,810 5.00%, 10/01/28 ................................................................... 2,715,000 2,610,038 Circleville GO, Capital Facilities Improvement, AMBAC Insured, 5.625%, 12/01/20 ...... 2,035,000 2,112,188 Cleveland Airport System Revenue, Series A, FSA Insured, 5.00%, 1/01/31 ............................................. 20,215,000 20,249,365 Series C, Assured Guaranty, 5.00%, 1/01/27 ........................................ 15,000,000 15,299,400 Series C, FSA Insured, 5.00%, 1/01/26 ............................................. 9,500,000 9,725,530 Series C, FSA Insured, 5.00%, 1/01/31 ............................................. 9,750,000 9,788,512 Cleveland Municipal School District GO, FSA Insured, 5.00%, 12/01/27 ................. 4,000,000 4,165,600 Cleveland Public Power System Revenue, Capital Appreciation, Series B-1, NATL Insured, zero cpn., 11/15/38 ............... 10,000,000 1,890,000 Series B, NATL Insured, 5.00%, 11/15/28 ........................................... 2,000,000 2,049,880 Series B, NATL Insured, 5.00%, 11/15/38 ........................................... 10,000,000 9,864,200 Cleveland State University General Receipt Revenue, NATL Insured, 5.25%, 6/01/24 ..... 1,000,000 1,046,700 Cleveland Waterworks Revenue, Series K, FGIC Insured, Pre-Refunded, 5.00%, 1/01/22 ........................................................................... 2,075,000 2,239,900 1/01/23 ........................................................................... 4,285,000 4,625,529 1/01/25 ........................................................................... 8,150,000 8,797,680 Cleveland-Cuyahoga County Port Authority Revenue, Student Housing, Euclid Avenue Housing Corp., Fenn Project, AMBAC Insured, 5.00%, 8/01/25 ........................................................................... 2,440,000 2,304,507 8/01/28 ........................................................................... 2,145,000 1,972,778 Clyde-Green Springs Exempted Village School District GO, School Facilities Construction, Refunding and Improvement, NATL Insured, 5.125%, 12/01/32 ........... 1,000,000 1,019,520 Columbus City School District GO, Linden Elementary Construction, FSA Insured, Pre-Refunded, 5.00%, 12/01/28 ..................................................... 900,000 970,083 Annual Report | 111 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN OHIO TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) OHIO (CONTINUED) Crawford County GO, AMBAC Insured, Pre-Refunded, 5.25%, 12/01/31 ..................... $ 1,330,000 $ 1,503,339 Cuyahoga Community College District General Receipts Revenue, Series A, AMBAC Insured, 5.00%, 12/01/22 .......................................................................... 1,000,000 1,050,380 12/01/32 .......................................................................... 3,000,000 3,058,200 Cuyahoga County MFHR, Rockefeller Park Project, Series A, GNMA Secured, Pre-Refunded, 5.75%, 1/20/29 .................................................................... 1,000,000 1,038,660 Cuyahoga County Utility System Revenue, Medical Center Co. Project, Improvement, AMBAC Insured, 5.125%, 2/15/28 ....................................... 1,000,000 955,320 Refunding and Improvement, Series B, NATL Insured, 6.10%, 8/15/15 ................. 2,945,000 2,946,207 Darke County GO, Real Estate Acquisition and Improvement, NATL Insured, 5.125%, 12/01/27 .......................................................................... 1,020,000 1,001,844 Dayton City School District GO, School Facilities Construction and Improvement, Series A, NATL Insured, 4.75%, 12/01/25 ................................................................... 9,400,000 9,571,832 5.00%, 12/01/29 ................................................................... 8,275,000 8,405,497 Deerfield Township Tax Increment Revenue, Refunding, Series B, NATL Insured, 5.00%, 12/01/25 .......................................................................... 1,000,000 1,019,690 Delaware General Income Tax Special Obligation, 4.75%, 12/01/37 ...................... 4,000,000 4,009,000 Dublin City School District GO, Capital Appreciation, NATL Insured, zero cpn., 12/01/16 .......................................................................... 4,635,000 3,564,964 Eastlake GO, Capital Facilities, NATL Insured, 5.00%, 12/01/27 ....................... 1,950,000 1,996,527 Eaton City School District GO, FGIC Insured, Pre-Refunded, 5.00%, 12/01/25 ........... 1,250,000 1,404,450 Edgewood City School District GO, School Improvement, Refunding, FSA Insured, 5.00%, 12/01/24 .......................................................................... 2,220,000 2,376,310 Fairborn City School District GO, School Improvement, Refunding, FSA Insured, 5.00%, 12/01/23 .......................................................................... 1,205,000 1,295,737 12/01/24 .......................................................................... 1,265,000 1,357,332 12/01/25 .......................................................................... 1,330,000 1,420,187 Fairfield County GO, FGIC Insured, 5.00%, 12/01/20 ................................... 1,600,000 1,690,032 Fairless Local School District GO, Capital Appreciation, Various Purpose School Facilities, FSA Insured, 5.00%, 12/01/28 .......................................... 2,085,000 2,175,989 Field Local School District GO, School Facilities Construction and Improvement, AMBAC Insured, 5.00%, 12/01/27 .......................................................... 1,290,000 1,252,964 Finneytown Local School District GO, FGIC Insured, 5.80%, 12/01/24 ................... 1,980,000 1,982,475 Franklin County Convention Facilities Authority Revenue, Tax and Lease Revenue Anticipation Bonds, Refunding, AMBAC Insured, 5.00%, 12/01/24 ..................... 7,255,000 7,887,346 Franklin County Hospital Revenue, Improvement, Nationwide Children's Hospital, 5.25%, 11/01/40 ...................... 8,500,000 8,634,640 OhioHealth Corp., Refunding, Series C, NATL Insured, 5.00%, 5/15/33 ............... 5,250,000 5,268,060 The Children's Hospital Project, AMBAC Insured, Pre-Refunded, 5.50%, 5/01/21 ...... 3,365,000 3,595,031 The Children's Hospital Project, AMBAC Insured, Pre-Refunded, 5.50%, 5/01/28 ...... 4,265,000 4,556,555 The Children's Hospital Project, Series C, FGIC Insured, 5.00%, 5/01/35 ........... 10,000,000 10,162,900 Franklin GO, NATL Insured, 5.25%, 12/01/27 ........................................... 1,500,000 1,550,940 Garfield Heights GO, Various Purpose, Refunding and Improvement, FGIC Insured, 5.00%, 12/01/27 .......................................................................... 2,655,000 2,630,149 Georgetown Exempted Village School District GO, Classroom Facilities, FSA Insured, 5.125%, 12/01/31 .................................................................. 1,000,000 1,051,650 Graham Local School District GO, School Improvement, Refunding, NATL Insured, 5.00%, 12/01/33 .......................................................................... 6,055,000 6,160,357 112 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN OHIO TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) OHIO (CONTINUED) Grand Valley Local School District GO, Classroom Facilities Improvement, FGIC Insured, 5.00%, 12/01/24 ................................................................... $ 1,300,000 $ 1,328,977 Greater Cleveland Regional Transit Authority GO, Capital Improvement, Series A, NATL Insured, Pre-Refunded, 5.125%, 12/01/21 ........................................... 1,750,000 1,888,478 Green Community Learning Centers Income Tax Revenue, NATL Insured, 5.00%, 12/01/27 .......................................................................... 1,205,000 1,257,755 12/01/28 .......................................................................... 1,265,000 1,314,854 12/01/32 .......................................................................... 2,675,000 2,747,814 Greene County GO, AMBAC Insured, Pre-Refunded, 5.00%, 12/01/22 .......................................................................... 1,475,000 1,642,811 12/01/28 .......................................................................... 2,620,000 2,918,077 Greene County Hospital Facility Revenue, Kettering Health Network, 5.50%, 4/01/39 .... 12,930,000 12,947,068 Greene County Sewer System Revenue, Governmental Enterprise, AMBAC Insured, Pre-Refunded, 5.625%, 12/01/25 .................................................... 1,890,000 1,984,368 Greene County Water System Revenue, Governmental Enterprise, NATL Insured, Pre-Refunded, 5.25%, 12/01/21 ..................................................... 5,400,000 5,892,480 Guernsey County GO, Refunding, FGIC Insured, 5.00%, 12/01/23 ......................... 2,690,000 2,705,306 Hamilton County Convention Facilities Authority Revenue, FGIC Insured, 5.00%, 12/01/28 ..................................................... 5,400,000 5,475,816 second lien, FGIC Insured, Pre-Refunded, 5.00%, 12/01/33 .......................... 7,235,000 8,356,280 Hamilton County Hospital Facilities Revenue, Cincinnati Children's Hospital, Series J, FGIC Insured, 5.25%, 5/15/34 ................................................... 5,000,000 4,999,600 Hamilton County Sales Tax Revenue, Refunding, Series A, Assured Guaranty, 5.00%, 12/01/32 ............................ 10,000,000 10,246,500 Refunding, Series B, AMBAC Insured, 5.25%, 12/01/32 ............................... 3,965,000 3,981,931 Refunding, Series B, AMBAC Insured, 5.60%, 12/01/32 ............................... 245,000 247,021 Series B, AMBAC Insured, Pre-Refunded, 5.25%, 12/01/32 ............................ 15,755,000 16,334,469 Series B, AMBAC Insured, Pre-Refunded, 5.60%, 12/01/32 ............................ 955,000 992,608 sub. bond, Refunding, Series A, FSA Insured, 5.00%, 12/01/32 ...................... 35,080,000 35,944,722 Hamilton County Sewer System Revenue, Improvement, Series A, NATL Insured, Pre-Refunded, 5.25%, 12/01/21 ................ 1,000,000 1,080,380 Metropolitan Sewer District Improvement, Series B, NATL Insured, 5.00%, 12/01/30 .. 4,000,000 4,167,800 Hamilton GO, One Renaissance Center, Series A, AMBAC Insured, 5.25%, 11/01/18 .......................................................................... 1,010,000 1,052,440 11/01/19 .......................................................................... 1,015,000 1,055,468 11/01/20 .......................................................................... 1,120,000 1,162,806 11/01/21 .......................................................................... 1,180,000 1,221,796 Heath City School District GO, School Improvement, Series A, FGIC Insured, Pre-Refunded, 5.60%, 12/01/21 ................................................................... 1,000,000 1,039,380 5.50%, 12/01/27 ................................................................... 1,170,000 1,215,197 Highland Local School District GO, School Improvement, FSA Insured, Pre-Refunded, 5.00%, 12/01/23 .......................................................................... 3,680,000 3,963,213 12/01/26 .......................................................................... 3,675,000 3,957,828 Hilliard School District GO, Capital Appreciation, School Construction, Refunding, NATL Insured, zero cpn., 12/01/19 ....................................................................... 2,190,000 1,495,923 Capital Appreciation, School Construction, Refunding, NATL Insured, zero cpn., 12/01/20 ....................................................................... 4,525,000 2,935,005 School Improvement, FGIC Insured, Pre-Refunded, 5.75%, 12/01/28 ................... 4,000,000 4,203,440 School Improvement, Series A, FGIC Insured, 5.25%, 12/01/28 ....................... 3,010,000 3,111,527 Annual Report | 113 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN OHIO TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) OHIO (CONTINUED) Huber Heights City School District GO, School Improvement, Refunding, 5.00%, 12/01/33 .......................................................................... $ 4,500,000 $ 4,690,035 12/01/36 .......................................................................... 5,000,000 5,163,250 Huber Heights Water System Revenue, Refunding and Improvement, NATL Insured, 5.00%, 12/01/27 .......................................................................... 3,205,000 3,372,878 12/01/30 .......................................................................... 2,250,000 2,326,950 Hudson City School District COP, NATL Insured, 5.00%, 6/01/34 ........................ 6,720,000 6,829,872 Independence Local School District GO, FGIC Insured, 5.25%, 12/01/21 ................. 1,390,000 1,473,122 Ironton City School District GO, Refunding, NATL Insured, 5.00%, 12/01/34 ............ 5,130,000 5,283,438 Jackson Center Local School District Shelby County GO, Facilities Construction and Improvement, NATL Insured, 5.00%, 12/01/28 ........................................ 1,175,000 1,207,101 Jackson City School District GO, School Improvement, NATL Insured, Pre-Refunded, 5.25%, 12/01/27 ................................................................... 3,000,000 3,180,420 Jackson Local School District GO, Stark and Summit Counties Local School District, FSA Insured, Pre-Refunded, 5.50%, 12/01/20 ................................................................... 4,000,000 4,156,080 5.625%, 12/01/25 .................................................................. 3,500,000 3,639,825 Jonathan Alder Local School District GO, School Facilities Construction and Improvement, NATL Insured, Pre-Refunded, 4.75%, 12/01/22 ................................................................... 1,105,000 1,224,826 5.00%, 12/01/27 ................................................................... 6,195,000 6,908,788 5.00%, 12/01/30 ................................................................... 3,320,000 3,702,530 Kenston Local School District GO, School Improvement, NATL Insured, 5.00%, 12/01/24 .......................................................................... 2,380,000 2,482,530 12/01/25 .......................................................................... 2,500,000 2,600,700 Kent State University Revenues, General Receipts, Series B, Assured Guaranty, 5.00%, 5/01/30 .................................................................... 1,650,000 1,723,887 4.25%, 5/01/31 .................................................................... 3,395,000 3,311,449 Kettering City School District GO, School Improvement, FSA Insured, Pre-Refunded, 5.00%, 12/01/28 .......................................................................... 2,970,000 3,430,291 12/01/31 .......................................................................... 2,595,000 2,997,173 Keystone Local School District Lorain County GO, School Improvement, FSA Insured, 5.00%, 12/01/30 .......................................................................... 6,170,000 6,391,256 Kings Local School District GO, School Improvement, NATL Insured, 5.00%, 12/01/33 .... 10,000,000 10,336,400 Lake Local School District Wood County GO, NATL Insured, Pre-Refunded, 5.30%, 12/01/21 ................................................................... 1,575,000 1,721,459 5.375%, 12/01/25 .................................................................. 1,900,000 2,079,151 Lakewood City School District GO, FGIC Insured, 5.00%, 12/01/30 ..................................................... 9,170,000 9,637,762 FGIC Insured, 4.50%, 12/01/34 ..................................................... 6,000,000 5,990,760 School Improvement, FSA Insured, Pre-Refunded, 5.125%, 12/01/31 ................... 21,900,000 25,719,579 School Improvement, Refunding, FSA Insured, 4.50%, 12/01/31 ....................... 2,220,000 2,241,556 Lakota Local School District GO, FSA Insured, 5.00%, 12/01/29 ...................................................... 5,000,000 5,240,950 Refunding, Series A, FGIC Insured, 5.25%, 12/01/26 ................................ 2,000,000 2,324,220 Lancaster Wastewater System Improvement Revenue, Assured Guaranty, 4.75%, 12/01/33 ... 4,000,000 4,062,680 Lebanon City School District GO, FSA Insured, Pre-Refunded, 5.00%, 12/01/29 .......... 6,250,000 6,731,000 114 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN OHIO TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) OHIO (CONTINUED) Licking County Joint Vocational School District GO, School Facilities Construction and Improvement, NATL Insured, 5.00%, 12/01/21 ................................................................... $ 2,200,000 $ 2,326,302 4.75%, 12/01/23 ................................................................... 2,230,000 2,322,411 Licking Heights Local School District GO, School Facilities Construction and Improvement, Refunding, Series A, NATL Insured, 5.00%, 12/01/24 ................................ 2,085,000 2,198,778 Refunding, Series A, NATL Insured, 5.00%, 12/01/25 ................................ 2,215,000 2,325,130 Refunding, Series A, NATL Insured, 5.00%, 12/01/26 ................................ 2,345,000 2,451,416 Series A, FGIC Insured, Pre-Refunded, 5.625%, 12/01/28 ............................ 4,000,000 4,159,800 Little Miami Local School District GO, Refunding, FSA Insured, 4.50%, 12/01/34 ........................................... 20,255,000 19,722,699 School Improvement, FSA Insured, Pre-Refunded, 5.00%, 12/01/34 .................... 4,000,000 4,734,080 Logan Hocking Local School District GO, Construction and Improvement, NATL Insured, Pre-Refunded, 5.00%, 12/01/22 .......................................................................... 1,200,000 1,293,444 12/01/29 .......................................................................... 1,000,000 1,077,870 London City School District GO, School Facilities Construction and Improvement, FGIC Insured, Pre-Refunded, 5.00%, 12/01/22 .......................................................................... 700,000 752,598 12/01/29 .......................................................................... 1,500,000 1,612,710 Lorain County GO, Sewer System Improvement, NATL Insured, 5.00%, 12/01/19 ............ 1,640,000 1,705,420 Lorain County Health Facilities Revenue, Catholic Healthcare Partners, Series A, AMBAC Insured, 5.50%, 9/01/29 ........................................................... 6,250,000 6,296,250 Lorain County Hospital Revenue, Catholic Healthcare Partners, Refunding, Series B, NATL Insured, 5.50%, 9/01/27 ............................................ 5,000,000 5,014,450 Series C-1, FSA Insured, 5.00%, 4/01/33 ........................................... 19,410,000 18,967,452 Series C-2, FSA Insured, 5.00%, 4/01/33 ........................................... 8,000,000 7,817,600 Lorain GO, Urban Renewal, NATL Insured, Pre-Refunded, 5.70%, 12/01/28 ................ 1,050,000 1,092,126 Louisville City School District GO, FGIC Insured, 5.00%, 12/01/24 .................... 3,500,000 3,550,540 Lucas County GO, 8.00%, 12/01/10 ..................................................... 220,000 232,261 Lucas County Hospital Revenue, ProMedica Healthcare Obligated Group, NATL Insured, ETM, 5.75%, 11/15/14 ................................................ 4,460,000 4,464,059 Refunding, AMBAC Insured, 5.375%, 11/15/29 ........................................ 750,000 752,528 Refunding, NATL Insured, 5.75%, 11/15/14 .......................................... 300,000 300,105 Mad River Local School District GO, Classroom Facilities, FGIC Insured, Pre-Refunded, 5.125%, 12/01/24 .................................................................. 4,180,000 4,615,556 Madison Local School District Butler County GO, School Improvement, FGIC Insured, Pre-Refunded, 5.60%, 12/01/26 ..................................................... 1,120,000 1,171,811 Mahoning County Career and Technical Center Board Education COP, Series B, 4.75%, 12/01/36 .......................................................................... 3,500,000 3,406,690 Mahoning County Hospital Facilities Revenue, Western Reserve Care, NATL Insured, ETM, 5.50%, 10/15/25 ................................................................... 4,750,000 5,551,800 Mahoning County Sewer System Revenue, AMBAC Insured, 5.375%, 12/01/18 ................ 1,905,000 1,952,739 Maple Heights City School District GO, School Facilities Improvement, 5.00%, 1/15/37 ........................................................................... 10,000,000 10,238,600 Marion County City School District GO, School Facilities Construction and Improvement Project, FSA Insured, Pre-Refunded, 5.55%, 12/01/20 ................................................................... 1,000,000 1,049,370 5.625%, 12/01/22 .................................................................. 1,100,000 1,154,923 Annual Report | 115 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN OHIO TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) OHIO (CONTINUED) Marion County GO, AMBAC Insured, Pre-Refunded, 5.05%, 12/01/31 ....................... $ 1,500,000 $ 1,630,215 Martins Ferry City School District GO, School Facilities Construction and Improvement, FSA Insured, 5.00%, 12/01/32 ...................................................... 3,610,000 3,754,797 Marysville Exempted Village School District COP, School Facilities Project, NATL Insured, Pre-Refunded, 5.25%, 12/01/28 .......................................................................... 2,120,000 2,505,374 12/01/30 .......................................................................... 2,650,000 3,131,717 Marysville Exempted Village School District GO, Capital Appreciation, Refunding, NATL Insured, zero cpn., 12/01/20 ................ 1,000,000 625,830 Capital Appreciation, Refunding, NATL Insured, zero cpn., 12/01/21 ................ 1,000,000 592,950 FSA Insured, Pre-Refunded, 5.30%, 12/01/21 ........................................ 2,000,000 2,095,020 FSA Insured, Pre-Refunded, 5.35%, 12/01/25 ........................................ 2,010,000 2,106,239 FSA Insured, Pre-Refunded, 5.375%, 12/01/29 ....................................... 2,465,000 2,583,493 Refunding, NATL Insured, 5.00%, 12/01/29 .......................................... 1,000,000 1,018,910 School Improvement, AMBAC Insured, Pre-Refunded, 6.00%, 12/01/29 .................. 2,890,000 3,041,234 School Improvement, Refunding, FSA Insured, 5.00%, 12/01/29 ....................... 5,500,000 5,733,585 Marysville Wastewater Treatment System Revenue, Assured Guaranty, 4.25%, 12/01/27 ................................................. 1,170,000 1,176,072 Assured Guaranty, 4.75%, 12/01/47 ................................................. 4,000,000 3,978,840 first mortgage, NATL Insured, Pre-Refunded, 5.00%, 12/01/35 ....................... 4,780,000 5,639,683 Refunding, Assured Guaranty, 4.75%, 12/01/46 ...................................... 14,205,000 14,179,431 Marysville Water System Mortgage Revenue, AMBAC Insured, 5.00%, 12/01/32 ................................................................... 1,250,000 1,278,913 4.50%, 12/01/38 ................................................................... 2,500,000 2,361,225 Mason City School District GO, School Improvement, FSA Insured, Pre-Refunded, 5.00%, 12/01/31 .......................................................................... 5,000,000 5,774,900 Maumee City School District GO, School Facilities Construction and Improvement, FSA Insured, 5.00%, 12/01/27 .......................................................... 3,610,000 3,789,236 Medina GO, 5.00%, 12/01/22 ........................................................... 1,100,000 1,173,370 Medina School District COP, School Facilities Project, Assured Guaranty, 5.25%, 12/01/31 .......................................................................... 5,725,000 6,144,013 Miami University General Receipts Revenue, Refunding, AMBAC Insured, 5.00%, 12/01/22 ................................................................... 1,675,000 1,752,787 Middletown City School District GO, FGIC Insured, Pre-Refunded, 5.00%, 12/01/31 ...... 14,975,000 17,022,681 Milford Exempted Village School District GO, School Improvement, FSA Insured, Pre-Refunded, 5.00%, 12/01/22 ................................................................... 2,000,000 2,153,920 5.125%, 12/01/30 .................................................................. 7,325,000 7,904,627 Minerva Local School District GO, Classroom Facilities, NATL Insured, Pre-Refunded, 5.30%, 12/01/29 ................................................................... 1,300,000 1,456,585 Minster School District School Facilities and Construction GO, FSA Insured, Pre-Refunded, 5.70%, 12/01/23 ................................................................... 3,190,000 3,351,063 5.75%, 12/01/27 ................................................................... 3,260,000 3,425,804 Monroe Local School District GO, AMBAC Insured, Pre-Refunded, 5.00%, 12/01/23 ...................................... 1,000,000 1,113,770 School Improvement, Refunding, AMBAC Insured, 4.50%, 12/01/29 ..................... 5,115,000 5,156,125 Montgomery County Revenue, Catholic Health Initiatives, Refunding, Series A, 5.50%, 5/01/34 ............................................... 12,500,000 12,991,250 Refunding, Series A, 5.00%, 5/01/39 ............................................... 10,000,000 10,072,200 Series C-1, FSA Insured, 5.00%, 10/01/41 .......................................... 10,000,000 9,691,000 Morley Library District GO, Lake County District Library, Library Improvement, AMBAC Insured, 4.75%, 12/01/21 .......................................................... 1,000,000 1,025,270 116 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN OHIO TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) OHIO (CONTINUED) Mount Healthy City School District GO, School Improvement, FSA Insured, 5.00%, 12/01/31 .......................................................................... $ 1,880,000 $ 1,974,414 12/01/35 .......................................................................... 2,500,000 2,595,600 New Albany Community Authority Community Facilities Revenue, Refunding, Series B, AMBAC Insured, 5.125%, 10/01/21 .................................................................. 3,000,000 3,079,200 5.20%, 10/01/24 ................................................................... 5,000,000 5,101,300 New Lexington HDC Mortgage Revenue, Lincoln Park, Refunding, Series A, NATL Insured, 5.85%, 1/01/21 .................................................................... 700,000 703,570 Newark City School District GO, School Improvement, Series A, FGIC Insured, 5.00%, 12/01/33 .......................................................................... 5,000,000 5,079,400 Nordonia Hills Local School District GO, School Improvement, AMBAC Insured, Pre-Refunded, 5.45%, 12/01/25 ..................................................... 3,035,000 3,182,592 Ohio Capital Corp. HMR, Refunding, Series G, NATL Insured, 6.35%, 7/01/22 ............ 485,000 486,683 Ohio Center Local Government Capital Asset Financing Program Fractionalized Interests GO, FSA Insured, 4.875%, 12/01/18 .................................................................. 1,255,000 1,334,492 5.25%, 12/01/23 ................................................................... 1,410,000 1,507,050 Ohio HFA, MFHR, Wind River Apartment Project, Series A, GNMA Secured, 5.65%, 5/01/32 ........................................................................... 170,000 170,122 Ohio HFA Capital Fund Revenue, Series A, FSA Insured, 5.00%, 4/01/27 ................. 5,545,000 5,947,290 Ohio State Air Quality Development Authority Revenue, JMG Funding LP Project, AMBAC Insured, 5.625%, 10/01/22 ........................... 6,875,000 6,129,475 Ohio Power Co., Refunding, Series C, AMBAC Insured, 5.15%, 5/01/26 ................ 9,075,000 9,105,764 Pollution Control, Dayton Power and Light Co., Refunding, Series B, BHAC Insured, 4.80%, 1/01/34 ................................................................. 38,845,000 39,740,377 Ohio State Building Authority Revenue, State Facilities, Administration Building Fund Project, Refunding, Series A, FSA Insured, 5.00%, 4/01/22 ........................................................................ 3,100,000 3,207,446 Adult Correction, Series A, FSA Insured, 5.00%, 4/01/24 ........................... 5,390,000 5,726,929 Ohio State Department of Transportation COP, Panhandle Rail Line Project, FSA Insured, 6.50%, 4/15/12 ........................................................... 495,000 496,183 Ohio State GO, Common Schools, Series B, 4.625%, 9/15/22 ............................. 5,000,000 5,121,300 Ohio State Higher Educational Facility Commission Revenue, FGIC Insured, Pre-Refunded, 5.00%, 5/01/23 ........................................ 8,460,000 9,401,175 Higher Educational Facility, Xavier University Project, CIFG Insured, Pre-Refunded, 5.00%, 5/01/23 ................................................................. 3,385,000 3,892,445 Higher Educational Facility, Xavier University Project, CIFG Insured, Pre-Refunded, 5.00%, 5/01/24 ................................................................. 2,000,000 2,299,820 Kenyon College Project, Refunding, 5.25%, 7/01/44 ................................. 25,000,000 25,316,250 University Hospital, BHAC Insured, 4.75%, 1/15/36 ................................. 10,000,000 9,999,500 University Hospital, BHAC Insured, 4.75%, 1/15/46 ................................. 15,000,000 14,473,650 University Hospital, BHAC Insured, 5.25%, 1/15/46 ................................. 13,500,000 13,763,925 University of Dayton Project, XLCA Insured, 5.00%, 12/01/34 ....................... 8,500,000 8,542,075 Xavier University, 5.00%, 5/01/40 ................................................. 12,525,000 12,389,354 Ohio State Higher Educational Facility Revenue, Case Western Reserve University Project, Refunding, NATL Insured, 5.00%, 12/01/44 ....................................................................... 10,000,000 9,982,800 Case Western Reserve University Project, Series A, AMBAC Insured, 5.00%, 12/01/34 ....................................................................... 4,935,000 4,979,859 Otterbein College Project, CIFG Insured, 5.00%, 12/01/25 .......................... 2,205,000 2,263,477 Otterbein College Project, CIFG Insured, 5.00%, 12/01/35 .......................... 3,225,000 3,229,547 Annual Report | 117 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN OHIO TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) OHIO (CONTINUED) Ohio State Turnpike Commission Turnpike Revenue, AMBAC Insured, 5.25%, 2/15/31 ....... $ 16,425,000 $ 16,589,743 Ohio State University General Receipts Athens Revenue, NATL Insured, 5.00%, 12/01/24 .......................................................................... 2,155,000 2,220,404 Ohio State University General Receipts Revenue, Series A, 5.125%, 12/01/31 ........................................................ 2,500,000 2,582,125 State University of Ohio, Series B, NATL Insured, 5.00%, 6/01/33 .................. 5,255,000 5,395,361 Ohio State Water Development Authority Revenue, Drinking Water Fund, Leverage, Pre-Refunded, 5.00%, 6/01/23 ...................................................... 2,255,000 2,514,821 Olentangy Local School District GO, FSA Insured, 5.00%, 12/01/25 ...................................................... 45,000 46,403 FSA Insured, 4.50%, 12/01/33 ...................................................... 10,000,000 9,841,600 FSA Insured, Pre-Refunded, 5.00%, 12/01/25 ........................................ 1,790,000 1,961,518 FSA Insured, Pre-Refunded, 5.00%, 12/01/30 ........................................ 3,910,000 4,284,656 FSA Insured, Pre-Refunded, 5.00%, 12/01/30 ........................................ 1,745,000 2,048,578 NATL Insured, 7.75%, 12/01/10 ..................................................... 375,000 395,726 Refunding, FSA Insured, 5.00%, 12/01/30 ........................................... 90,000 92,083 Refunding, Series A, FSA Insured, 4.50%, 12/01/32 ................................. 11,300,000 11,203,950 School Facilities Construction and Improvement, FSA Insured, Pre-Refunded, 5.625%, 12/01/27 ....................................................................... 4,500,000 4,679,775 School Facilities Construction and Improvement, Refunding, Assured Guaranty, 5.00%, 12/01/36 ....................................................................... 7,505,000 7,724,071 School Facilities Construction and Improvement, Series A, FGIC Insured, Pre-Refunded, 5.25%, 12/01/32 .................................................. 11,200,000 13,025,936 Ottawa and Glandorf Local School District GO, School Facilities Construction and Improvement, NATL Insured, Pre-Refunded, 5.25%, 12/01/23 .......................... 2,175,000 2,437,196 Pickerington Local School District GO, School Facilities Construction and Improvement, FGIC Insured, Pre-Refunded, 5.00%, 12/01/28 ....................................... 3,000,000 3,230,880 Plain Local School District GO, FGIC Insured, 6.00%, 12/01/25 ................................................................... 800,000 826,872 Pre-Refunded, 6.00%, 12/01/25 ..................................................... 3,700,000 3,956,928 Plainesville City School District GO, School Improvement, FGIC Insured, 5.00%, 12/01/28 .......................................................................... 2,515,000 2,585,319 Princeton City School District GO, NATL Insured, Pre-Refunded, 5.00%, 12/01/25 .......................................................................... 1,700,000 1,949,271 12/01/26 .......................................................................... 2,725,000 3,124,567 12/01/30 .......................................................................... 2,260,000 2,591,384 Ravenna City School District GO, School Improvement, FSA Insured, 5.00%, 1/15/31 ..... 1,710,000 1,789,532 Reynoldsburg City School District GO, School Facilities Construction, FSA Insured, 5.00%, 12/01/32 ................................................................... 3,000,000 3,157,050 Ridgewood Local School District GO, School Facilities Improvement, FSA Insured, Pre-Refunded, 6.00%, 12/01/24 ..................................................... 1,730,000 1,821,206 Rittman Exempted Village School District GO, School Improvement, FSA Insured, Pre-Refunded, 5.125%, 12/01/31 .................................................... 1,000,000 1,098,590 Riverside Local School District GO, School Facilities Construction and Improvement, NATL Insured, Pre-Refunded, 5.75%, 12/01/22 ....................................... 1,000,000 1,050,860 Ross County Hospital Revenue, Facilities, Adena Health System, Refunding, Assured Guaranty, 5.25%, 12/01/38 ......................................................... 15,000,000 14,866,800 Shaker Heights GO, Urban Renewal, Refunding, AMBAC Insured, 5.00%, 12/01/21 ................................................................... 1,225,000 1,297,728 5.25%, 12/01/26 ................................................................... 725,000 763,918 Shawnee State University Revenue, NATL Insured, 5.00%, 6/01/28 ....................... 5,780,000 5,545,563 118 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN OHIO TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) OHIO (CONTINUED) Sidney City School District GO, School Improvement, FGIC Insured, Pre-Refunded, 5.125%, 12/01/28 ...................................... $ 1,425,000 $ 1,591,953 Series B, FGIC Insured, Pre-Refunded, 5.25%, 12/01/23 ............................. 1,780,000 1,943,974 Series B, FGIC Insured, Pre-Refunded, 5.25%, 12/01/28 ............................. 1,000,000 1,092,120 Springboro Sewer System Revenue, Mortgage, NATL Insured, 5.00%, 6/01/27 .............. 1,095,000 1,116,287 St. Henry Local Consolidated School District GO, NATL Insured, Pre-Refunded, 5.75%, 12/01/22 .......................................................................... 1,515,000 1,592,644 St. Mary's City School District GO, School Facilities Construction and Improvement, FSA Insured, 5.00%, 12/01/35 ...................................................... 3,500,000 3,518,515 Steubenville City School District GO, School Facilities Construction and Improvement, Capital Appreciation, NATL Insured, 5.60%, 12/01/22 .................. 1,500,000 1,545,345 Streetsboro City School District GO, School Improvement, NATL Insured, Pre-Refunded, 5.00%, 12/01/25 ................................................................... 2,500,000 2,690,125 Strongsville City School District COP, CIFG Insured, 5.00%, 12/01/34 ................. 2,355,000 2,424,826 Struthers City School District GO, Refunding, AMBAC Insured, 5.50%, 12/01/22 ......... 1,950,000 1,974,044 Summit County GO, Sanitary Sewer System Improvement, FGIC Insured, Pre-Refunded, 5.25%, 12/01/21 ................................................................... 4,505,000 4,915,856 Swanton Local School District GO, School Improvement, FGIC Insured, Pre-Refunded, 5.25%, 12/01/25 ................................................................... 1,895,000 2,064,337 Sycamore Community City School District COP, Blue Ash Elementary School Project, AMBAC Insured, 5.125%, 12/01/25 ................................................... 1,000,000 1,027,730 Sylvania City School District GO, Refunding, FGIC Insured, 5.00%, 12/01/22 .......................................... 1,550,000 1,603,522 School Improvement, Assured Guaranty, 5.25%, 12/01/36 ............................. 7,660,000 7,972,834 Various Purpose, FGIC Insured, Pre-Refunded, 5.30%, 12/01/20 ...................... 2,225,000 2,429,834 Toledo City School District GO, School Facilities Improvement, 5.375%, 12/01/35 .................................................................. 4,565,000 4,827,122 FSA Insured, 5.00%, 12/01/23 ...................................................... 1,500,000 1,569,120 Series B, FGIC Insured, 5.00%, 12/01/27 ........................................... 1,925,000 1,989,853 Toledo GO, Capital Improvement, Refunding, Assured Guaranty, 5.00%, 12/01/29 ......... 2,500,000 2,573,700 Toledo Sewer System Revenue, AMBAC Insured, 5.00%, 11/15/22 .......................................................................... 1,000,000 1,046,630 11/15/23 .......................................................................... 1,000,000 1,043,110 Toledo Special Obligation, Industrial Development, Vehicle Storage Project, AMBAC Insured, 5.25%, 12/01/26 .......................................................... 1,500,000 1,608,870 Toledo Waterworks Revenue, NATL Insured, 5.00%, 11/15/30 ............................. 6,425,000 6,587,745 Trenton Water System Revenue, Improvement, FSA Insured, 5.125%, 12/01/34 ............. 2,750,000 2,875,070 Tri-Valley Local School District GO, FGIC Insured, Pre-Refunded, 5.25%, 12/01/29 ..... 8,530,000 9,374,555 Trotwood-Madison City School District GO, School Improvement, FGIC Insured, Pre-Refunded, 5.375%, 12/01/22 .................................................... 1,685,000 1,893,822 Trumbull County GO, Refunding, NATL Insured, 5.20%, 12/01/20 ......................... 1,475,000 1,546,567 Twinsburg GO, Golf Course, Refunding, FGIC Insured, 5.00%, 12/01/21 ............................. 1,000,000 1,024,260 Park Land and Conservation, FGIC Insured, 5.00%, 12/01/21 ......................... 1,000,000 1,024,260 Union County GO, NATL Insured, Pre-Refunded, 5.00%, 12/01/33 ......................... 2,895,000 3,319,494 University of Akron General Receipts Revenue, FGIC Insured, 4.75%, 1/01/25 ...................................................... 1,080,000 1,095,401 FGIC Insured, 5.00%, 1/01/28 ...................................................... 1,475,000 1,496,432 FGIC Insured, 5.00%, 1/01/35 ...................................................... 5,250,000 5,253,255 Annual Report | 119 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN OHIO TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) OHIO (CONTINUED) University of Akron General Receipts Revenue, (continued) Series A, FSA Insured, 5.00%, 1/01/33 ............................................. $ 6,030,000 $ 6,186,659 Series B, FSA Insured, 5.00%, 1/01/38 ............................................. 21,760,000 22,196,288 University of Cincinnati COP, Jefferson Avenue Residence Hall, NATL Insured, 5.125%, 6/01/28 ........................................................................... 7,400,000 7,422,200 University of Cincinnati General Receipts Revenue, AMBAC Insured, 5.00%, 6/01/31 ..................................................... 1,350,000 1,364,378 Refunding, Series G, NATL Insured, 5.00%, 6/01/28 ................................. 8,575,000 8,835,165 Series A, AMBAC Insured, 5.00%, 6/01/23 ........................................... 1,845,000 1,916,992 Series A, AMBAC Insured, 5.00%, 6/01/24 ........................................... 1,940,000 2,004,214 Series A, AMBAC Insured, 5.00%, 6/01/25 ........................................... 2,005,000 2,059,576 Series C, Assured Guaranty, 5.00%, 6/01/30 ........................................ 5,440,000 5,700,413 Series C, FSA Insured, 5.00%, 6/01/31 ............................................. 10,000,000 10,396,400 Series G, NATL Insured, 5.00%, 6/01/29 ............................................ 3,410,000 3,493,306 University of Toledo General Receipts Revenue, Refunding, Series A, AMBAC Insured, 4.50%, 6/01/30 .................................................................... 10,000,000 9,973,000 Upper Scioto Valley Local School District GO, School Facilities Construction and Improvement, FGIC Insured, 5.25%, 12/01/25 ........................................ 1,160,000 1,164,037 Van Wert City School District GO, School Improvement, FGIC Insured, Pre-Refunded, 5.00%, 12/01/27 .......................................................................... 4,805,000 5,337,778 12/01/30 .......................................................................... 2,500,000 2,777,200 Wadsworth City School District GO, FGIC Insured, Pre-Refunded, 5.75%, 12/01/22 ....... 1,200,000 1,228,380 Warren City School District GO, School Improvement, FGIC Insured, 5.00%, 12/01/28 .... 3,000,000 3,101,670 Warrensville Heights City School District GO, School Improvement, FGIC Insured, Pre-Refunded, 5.625%, 12/01/20 .................................................................. 3,500,000 3,662,540 5.75%, 12/01/24 ................................................................... 2,750,000 2,880,268 Waterville GO, Refunding, NATL Insured, 5.05%, 12/01/26 .............................. 1,085,000 1,127,716 West Chester Township GO, AMBAC Insured, 5.00%, 12/01/25 ............................. 1,500,000 1,542,300 West Muskingum Local School District School Facilities GO, FGIC Insured, 5.00%, 12/01/24 .......................................................................... 2,750,000 2,764,713 Westerville City School District GO, Refunding, XLCA Insured, 5.00%, 12/01/27 ........ 3,820,000 4,209,449 Westfall Local School District GO, School Facilities Construction and Improvement, FGIC Insured, Pre-Refunded, 6.00%, 12/01/22 ....................................... 2,850,000 2,887,078 Wheelersburg Local School District GO, School Improvement, FSA Insured, 5.00%, 12/01/32 .......................................................................... 1,400,000 1,456,154 Youngstown State University General Receipts Revenue, Assured Guaranty, 5.25%, 12/15/29 ................................................................... 4,000,000 4,256,560 5.50%, 12/15/33 ................................................................... 4,225,000 4,502,794 Zanesville City School District GO, School Improvement, NATL Insured, 4.75%, 12/01/22 ................................................................... 5,500,000 5,707,625 4.75%, 12/01/26 ................................................................... 3,250,000 3,340,025 5.05%, 12/01/29 ................................................................... 3,500,000 3,606,435 -------------- 1,561,548,330 -------------- 120 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN OHIO TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) U.S. TERRITORIES 3.0% PUERTO RICO 3.0% Puerto Rico Commonwealth GO, Public Improvement, Series A, FGIC Insured, Pre-Refunded, 5.00%, 7/01/32 .................................................................... $ 10,000,000 $ 11,018,000 Puerto Rico Commonwealth Government Development Bank Revenue, Refunding, NATL Insured, 4.75%, 12/01/15 .......................................................... 6,500,000 6,685,835 Puerto Rico Electric Power Authority Power Revenue, Refunding, Series V, FGIC Insured, 5.25%, 7/01/30 .................................................................... 5,000,000 5,100,200 Puerto Rico Municipal Finance Agency GO, Series A, FSA Insured, 5.75%, 8/01/12 ....... 3,500,000 3,541,125 Puerto Rico Port Authority Revenue, Series D, FGIC Insured, 6.00%, 7/01/21 ........... 11,000,000 10,786,710 Puerto Rico Public Finance Corp. Revenue, Commonwealth Appropriation, Series E, ETM, 6.00%, 8/01/26 .................................................................... 9,140,000 11,565,390 -------------- 48,697,260 -------------- TOTAL MUNICIPAL BONDS BEFORE SHORT TERM INVESTMENTS (COST $1,548,484,337) ............................................................. 1,610,245,590 -------------- SHORT TERM INVESTMENTS 0.6% MUNICIPAL BONDS 0.6% OHIO 0.6% (a) Cleveland-Cuyahoga County Port Authority Educational Facility Revenue, Laurel School Project, Daily VRDN and Put, 0.15%, 4/01/38 ................................ 3,150,000 3,150,000 (a) Cuyahoga County Revenue, Cleveland Clinic Health System Obligated Group, Series B, Sub Series B-1, Daily VRDN and Put, 0.12%, 1/01/39 ................................ 3,500,000 3,500,000 Sub Series B-3, Daily VRDN and Put, 0.12%, 1/01/39 ................................ 1,400,000 1,400,000 (a) Ohio State Higher Educational Facility Revenue, Case Western Reserve University Project, Refunding, Series B-1, Daily VRDN and Put, 0.13%, 12/01/44 ................................... 1,900,000 1,900,000 Series B-2, Daily VRDN and Put, 0.16%, 12/01/44 ................................... 700,000 700,000 -------------- TOTAL SHORT TERM INVESTMENTS (COST $10,650,000) ...................................... 10,650,000 -------------- TOTAL INVESTMENTS (COST $1,559,134,337) 98.7% ........................................ 1,620,895,590 OTHER ASSETS, LESS LIABILITIES 1.3% .................................................. 21,723,835 -------------- NET ASSETS 100.0% .................................................................... $1,642,619,425 ============== See Abbreviations on page 144. (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 | 121 Franklin Tax-Free Trust FINANCIAL STATEMENTS STATEMENTS OF ASSETS AND LIABILITIES February 28, 2010 FRANKLIN FRANKLIN FRANKLIN MASSACHUSETTS MICHIGAN INSURED TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND ---------------- ------------- -------------- Assets: Investments in securities: Cost ...................................... $2,477,343,647 $562,534,943 $1,504,698,745 -------------- ------------ -------------- Value ..................................... $2,509,003,206 $576,197,146 $1,544,128,036 Cash ......................................... 168,280 25,580 28,363 Receivables: Capital shares sold ....................... 8,235,162 545,875 2,327,696 Interest .................................. 31,373,156 6,641,271 21,194,007 Other assets ................................. 6,924 1,587 4,302 -------------- ------------ -------------- Total assets ........................... 2,548,786,728 583,411,459 1,567,682,404 -------------- ------------ -------------- Liabilities: Payables: Investment securities purchased ........... 15,517,200 -- -- Capital shares redeemed ................... 2,540,195 728,139 2,808,656 Affiliates ................................ 1,368,451 329,313 859,911 Distributions to shareholders ............. 2,227,096 497,985 1,386,388 Accrued expenses and other liabilities ....... 246,962 74,826 184,183 -------------- ------------ -------------- Total liabilities ...................... 21,899,904 1,630,263 5,239,138 -------------- ------------ -------------- Net assets, at value ................ $2,526,886,824 $581,781,196 $1,562,443,266 ============== ============ ============== Net assets consist of: Paid-in capital .............................. $2,501,897,422 $570,035,918 $1,523,045,795 Undistributed net investment income (distributions in excess of net investment income) ........................ (330,771) 41,941 (77,088) Net unrealized appreciation (depreciation) ... 31,659,559 13,662,203 39,429,291 Accumulated net realized gain (loss) ......... (6,339,386) (1,958,866) 45,268 -------------- ------------ -------------- Net assets, at value ................ $2,526,886,824 $581,781,196 $1,562,443,266 ============== ============ ============== The accompanying notes are an integral part of these financial statements. 122 | Annual Report Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED) February 28, 2010 FRANKLIN FRANKLIN FRANKLIN MASSACHUSETTS MICHIGAN INSURED TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND ---------------- ------------- -------------- CLASS A: Net assets, at value ...................................... $2,134,949,303 $494,372,033 $1,345,426,647 -------------- ------------ -------------- Shares outstanding ........................................ 179,695,314 42,615,569 112,384,913 -------------- ------------ -------------- Net asset value per share(a) .............................. $ 11.88 $ 11.60 $ 11.97 -------------- ------------ -------------- Maximum offering price per share (net asset value per share / 95.75%) .................................... $ 12.41 $ 12.11 $ 12.50 -------------- ------------ -------------- CLASS B: Net assets, at value ...................................... $ 43,086,110 -- $ 17,892,456 -------------- ------------ -------------- Shares outstanding ........................................ 3,607,994 -- 1,486,739 -------------- ------------ -------------- Net asset value and maximum offering price per share(a) ... $ 11.94 -- $ 12.03 -------------- ------------ -------------- CLASS C: Net assets, at value ...................................... $ 339,443,592 $ 83,397,455 $ 195,638,200 -------------- ------------ -------------- Shares outstanding ........................................ 28,254,454 7,126,642 16,154,339 -------------- ------------ -------------- Net asset value and maximum offering price per share(a) ... $ 12.01 $ 11.70 $ 12.11 -------------- ------------ -------------- ADVISOR CLASS: Net assets, at value ...................................... $ 9,407,819 $ 4,011,708 $ 3,485,963 -------------- ------------ -------------- Shares outstanding ........................................ 792,160 345,942 290,705 -------------- ------------ -------------- Net asset value and maximum offering price per share ...... $ 11.88 $ 11.60 $ 11.99 -------------- ------------ -------------- (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 | 123 Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED) February 28, 2010 FRANKLIN FRANKLIN MINNESOTA OHIO TAX-FREE TAX-FREE INCOME FUND INCOME FUND ------------ -------------- Assets: Investments in securities: Cost ............................................ $916,234,148 $1,559,134,337 ------------ -------------- Value ........................................... $955,213,678 $1,620,895,590 Cash ............................................... 430,728 1,169,896 Receivables: Capital shares sold ............................. 2,304,198 5,993,351 Interest ........................................ 8,104,257 18,304,902 Other assets ....................................... 2,463 4,417 ------------ -------------- Total assets ................................. 966,055,324 1,646,368,156 ------------ -------------- Liabilities: Payables: Investment securities purchased ................. 20,260,283 -- Capital shares redeemed ......................... 480,784 1,294,852 Affiliates ...................................... 534,470 930,443 Distributions to shareholders ................... 733,975 1,332,240 Accrued expenses and other liabilities ............. 112,118 191,196 ------------ -------------- Total liabilities ............................ 22,121,630 3,748,731 ------------ -------------- Net assets, at value ...................... $943,933,694 $1,642,619,425 ============ ============== Net assets consist of: Paid-in capital .................................... $909,046,351 $1,591,581,094 Distributions in excess of net investment income ... (245,707) (48,665) Net unrealized appreciation (depreciation) ......... 38,979,530 61,761,253 Accumulated net realized gain (loss) ............... (3,846,480) (10,674,257) ------------ -------------- Net assets, at value ...................... $943,933,694 $1,642,619,425 ============ ============== The accompanying notes are an integral part of these financial statements. 124 | Annual Report Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED) February 28, 2010 FRANKLIN FRANKLIN MINNESOTA OHIO TAX-FREE TAX-FREE INCOME FUND INCOME FUND -------------- -------------- CLASS A: Net assets, at value ................................................... $ 768,806,354 $1,314,090,310 -------------- -------------- Shares outstanding ..................................................... 63,016,145 105,130,131 -------------- -------------- Net asset value per share(a) ........................................... $ 12.20 $ 12.50 -------------- -------------- Maximum offering price per share (net asset value per share / 95.75%) .. $ 12.74 $ 13.05 -------------- -------------- CLASS B: Net assets, at value ................................................... -- $ 27,576,664 -------------- -------------- Shares outstanding ..................................................... -- 2,197,370 -------------- -------------- Net asset value and maximum offering price per share(a) ................ -- $ 12.55 -------------- -------------- CLASS C: Net assets, at value ................................................... $ 170,676,237 $ 287,585,506 -------------- -------------- Shares outstanding ..................................................... 13,873,797 22,782,497 -------------- -------------- Net asset value and maximum offering price per share(a) ................ $ 12.30 $ 12.62 -------------- -------------- ADVISOR CLASS: Net assets, at value ................................................... $ 4,451,103 $ 13,366,945 -------------- -------------- Shares outstanding ..................................................... 364,749 1,069,433 -------------- -------------- Net asset value and maximum offering price per share ................... $ 12.20 $ 12.50 -------------- -------------- (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 | 125 Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF OPERATIONS for the year ended February 28, 2010 FRANKLIN FRANKLIN FRANKLIN MASSACHUSETTS MICHIGAN INSURED TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND ---------------- ------------- ------------ Investment income: Interest ............................................................. $117,143,895 $27,092,904 $ 77,895,830 ------------ ----------- ------------ Expenses: Management fees (Note 3a) ............................................ 10,700,500 2,733,354 7,228,467 Distribution fees: (Note 3c) Class A ........................................................... 1,988,292 468,702 1,335,940 Class B ........................................................... 331,684 -- 158,686 Class C ........................................................... 1,717,058 490,465 1,205,596 Transfer agent fees (Note 3e) ........................................ 845,687 204,976 674,223 Custodian fees ....................................................... 32,075 7,647 21,624 Reports to shareholders .............................................. 115,446 28,754 87,663 Registration and filing fees ......................................... 171,461 45,733 54,185 Professional fees .................................................... 61,855 34,482 70,634 Trustees' fees and expenses .......................................... 18,156 4,398 12,642 Other ................................................................ 147,525 43,157 99,425 ------------ ----------- ------------ Total expenses ................................................. 16,129,739 4,061,668 10,949,085 ------------ ----------- ------------ Net investment income ....................................... 101,014,156 23,031,236 66,946,745 ------------ ----------- ------------ Realized and unrealized gains (losses): Net realized gain (loss) from investments ............................ (1,552,121) (698,207) 987,385 Net change in unrealized appreciation (depreciation) on investments .. 132,762,115 32,321,961 63,316,102 ------------ ----------- ------------ Net realized and unrealized gain (loss) ................................. 131,209,994 31,623,754 64,303,487 ------------ ----------- ------------ Net increase (decrease) in net assets resulting from operations ......... $232,224,150 $54,654,990 $131,250,232 ============ =========== ============ The accompanying notes are an integral part of these financial statements. 126 | Annual Report Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF OPERATIONS (CONTINUED) for the year ended February 28, 2010 FRANKLIN FRANKLIN MINNESOTA OHIO TAX-FREE TAX-FREE INCOME FUND INCOME FUND ------------ ------------ Investment income: Interest ............................................................. $ 39,144,383 $ 71,629,777 ------------ ------------ Expenses: Management fees (Note 3a) ............................................ 4,109,344 7,103,364 Distribution fees: (Note 3c) Class A ........................................................... 713,273 1,230,084 Class B ........................................................... -- 210,036 Class C ........................................................... 865,579 1,564,564 Transfer agent fees (Note 3e) ........................................ 346,555 637,701 Custodian fees ....................................................... 12,020 21,393 Reports to shareholders .............................................. 48,201 87,432 Registration and filing fees ......................................... 50,007 56,975 Professional fees .................................................... 41,395 59,283 Trustees' fees and expenses .......................................... 6,668 12,002 Other ................................................................ 66,323 127,807 ------------ ------------ Total expenses ................................................. 6,259,365 11,110,641 ------------ ------------ Net investment income ....................................... 32,885,018 60,519,136 ------------ ------------ Realized and unrealized gains (losses): Net realized gain (loss) from investments ............................ 397,336 785,265 Net change in unrealized appreciation (depreciation) on investments .. 26,917,175 49,023,694 ------------ ------------ Net realized and unrealized gain (loss) ................................. 27,314,511 49,808,959 ------------ ------------ Net increase (decrease) in net assets resulting from operations ......... $ 60,199,529 $110,328,095 ============ ============ The accompanying notes are an integral part of these financial statements. Annual Report | 127 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, ------------------------------- --------------------------- 2010 2009 2010 2009 -------------- -------------- ------------ ------------ Increase (decrease) in net assets: Operations: Net investment income ........................ $ 101,014,156 $ 97,564,065 $ 23,031,236 $ 22,922,016 Net realized gain (loss) from investments .... (1,552,121) (4,393,757) (698,207) (1,245,152) Net change in unrealized appreciation (depreciation) on investments ............. 132,762,115 (60,332,613) 32,321,961 (14,037,757) -------------- -------------- ------------ ------------ Net increase (decrease) in net assets resulting from operations ........... 232,224,150 32,837,695 54,654,990 7,639,107 -------------- -------------- ------------ ------------ Distributions to shareholders from: Net investment income: Class A ................................... (88,913,999) (86,060,828) (20,212,258) (20,022,854) Class B ................................... (2,028,352) (2,521,430) -- -- Class C ................................... (10,200,313) (6,824,256) (2,790,789) (2,517,773) Advisor Class ............................. (345,196) (39,345) (76,262) -- -------------- -------------- ------------ ------------ Total distributions to shareholders ............. (101,487,860) (95,445,859) (23,079,309) (22,540,627) -------------- -------------- ------------ ------------ Capital share transactions: (Note 2) Class A ................................... 214,014,398 (45,201,620) 21,442,773 7,636,448 Class B ................................... (16,558,298) (11,489,518) -- -- Class C ................................... 129,337,661 53,067,028 11,119,208 8,857,913 Advisor Class ............................. 7,450,151 1,490,283 3,936,799 -- -------------- -------------- ------------ ------------ Total capital share transactions ................ 334,243,912 (2,133,827) 36,498,780 16,494,361 -------------- -------------- ------------ ------------ Redemption fees ................................. -- 81 -- 334 -------------- -------------- ------------ ------------ Net increase (decrease) in net assets .. 464,980,202 (64,741,910) 68,074,461 1,593,175 Net assets: Beginning of year ............................... 2,061,906,622 2,126,648,532 513,706,735 512,113,560 -------------- -------------- ------------ ------------ End of year ..................................... $2,526,886,824 $2,061,906,622 $581,781,196 $513,706,735 ============== ============== ============ ============ Undistributed net investment income (distributions in excess of net investment income) included in net assets: End of year .................................. $ (330,771) $ 164,711 $ 41,941 $ 93,230 ============== ============== ============ ============ The accompanying notes are an integral part of these financial statements. 128 | Annual Report 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, ------------------------------- --------------------------- 2010 2009 2010 2009 -------------- -------------- ------------ ------------ Increase (decrease) in net assets: Operations: Net investment income ........................ $ 66,946,745 $ 66,980,702 $ 32,885,018 $ 27,869,245 Net realized gain (loss) from investments .... 987,385 (816,329) 397,336 (2,737,401) Net change in unrealized appreciation (depreciation) on investments ............. 63,316,102 (37,100,944) 26,917,175 19,252,804 -------------- -------------- ------------ ------------ Net increase (decrease) in net assets resulting from operations ........... 131,250,232 29,063,429 60,199,529 44,384,648 -------------- -------------- ------------ ------------ Distributions to shareholders from: Net investment income: Class A ................................... (58,640,678) (58,712,814) (28,107,979) (24,869,215) Class B ................................... (943,183) (1,373,574) -- -- Class C ................................... (7,016,292) (6,169,869) (4,433,588) (3,099,312) Advisor Class ............................. (101,994) (17,725) (100,107) -- -------------- -------------- ------------ ------------ Total distributions to shareholders ............. (66,702,147) (66,273,982) (32,641,674) (27,968,527) -------------- -------------- ------------ ------------ Capital share transactions: (Note 2) Class A ................................... (29,191,851) 56,375,532 91,670,785 93,405,889 Class B ................................... (13,843,494) (8,124,493) -- -- Class C ................................... 14,669,706 47,214,803 64,299,400 29,905,202 Advisor Class ............................. 2,616,284 792,485 4,381,568 -- -------------- -------------- ------------ ------------ Total capital share transactions ................ (25,749,355) 96,258,327 160,351,753 123,311,091 -------------- -------------- ------------ ------------ Redemption fees ................................. -- 37 -- 1,981 -------------- -------------- ------------ ------------ Net increase (decrease) in net assets .. 38,798,730 59,047,811 187,909,608 139,729,193 Net assets: Beginning of year ............................... 1,523,644,536 1,464,596,725 756,024,086 616,294,893 -------------- -------------- ------------ ------------ End of year ..................................... $1,562,443,266 $1,523,644,536 $943,933,694 $756,024,086 ============== ============== ============ ============ Distributions in excess of net investment income included in net assets: End of year .................................. $ (77,088) $ (312,504) $ (245,707) $ (476,567) ============== ============== ============ ============ The accompanying notes are an integral part of these financial statements. Annual Report | 129 Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED) FRANKLIN OHIO TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ------------------------------- 2010 2009 -------------- -------------- Increase (decrease) in net assets: Operations: Net investment income .................................................. $ 60,519,136 $ 55,732,009 Net realized gain (loss) from investments .............................. 785,265 (10,025,945) Net change in unrealized appreciation (depreciation) on investments .... 49,023,694 22,764,647 -------------- -------------- Net increase (decrease) in net assets resulting from operations .. 110,328,095 68,470,711 -------------- -------------- Distributions to shareholders from: Net investment income: Class A ............................................................. (50,726,485) (47,067,244) Class B ............................................................. (1,163,652) (1,469,022) Class C ............................................................. (8,457,941) (6,852,940) Advisor Class ....................................................... (305,454) (7,023) -------------- -------------- Total distributions to shareholders ....................................... (60,653,532) (55,396,229) -------------- -------------- Capital share transactions: (Note 2) Class A ............................................................. 129,036,411 122,742,776 Class B ............................................................. (10,240,350) (6,589,061) Class C ............................................................. 78,124,241 42,179,875 Advisor Class ....................................................... 12,800,876 349,077 -------------- -------------- Total capital share transactions .......................................... 209,721,178 158,682,667 -------------- -------------- Redemption fees ........................................................... -- 1,147 -------------- -------------- Net increase (decrease) in net assets ............................ 259,395,741 171,758,296 Net assets: Beginning of year ......................................................... 1,383,223,684 1,211,465,388 -------------- -------------- End of year ............................................................... $1,642,619,425 $1,383,223,684 ============== ============== Undistributed net investment income (distributions in excess of net investment income) included in net assets: End of year ............................................................ $ (48,665) $ 112,707 ============== ============== The accompanying notes are an integral part of these financial statements. 130 | 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, 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, 2009, the Franklin Massachusetts Tax-Free Income Fund and the Franklin Minnesota 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 & ADVISOR CLASS Franklin Massachusetts Tax-Free Income Fund Franklin Minnesota Tax-Free Income Fund CLASS A, CLASS B, CLASS C & ADVISOR CLASS Franklin Insured Tax-Free Income Fund Franklin Michigan 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 Funds 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 Funds' 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 Funds have 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 Funds' Board of Trustees. Annual Report | 131 Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) B. SECURITIES PURCHASED ON A WHEN-ISSUED BASIS The Funds may purchase securities on a when-issued 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, 2010, 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; these dividends are reinvested and paid 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. 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. 132 | 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 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. Annual Report | 133 Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 2. SHARES OF BENEFICIAL INTEREST At February 28, 2010, there were an unlimited number of shares authorized (without par value). Transactions in the Funds' shares were as follows: FRANKLIN INSURED FRANKLIN MASSACHUSETTS TAX-FREE TAX-FREE INCOME FUND INCOME FUND --------------------------- ------------------------- SHARES AMOUNT SHARES AMOUNT ----------- ------------- ---------- ------------ CLASS A SHARES: Year ended February 28, 2010 Shares sold ....................... 37,711,031 $ 439,557,977 5,589,847 $ 63,681,155 Shares issued in reinvestment of distributions .................. 4,815,932 56,252,801 1,050,740 11,958,727 Shares redeemed ................... (24,242,807) (281,796,380) (4,772,512) (54,197,109) ----------- ------------- ---------- ------------ Net increase (decrease) ........... 18,284,156 $ 214,014,398 1,868,075 $ 21,442,773 =========== ============= ========== ============ Year ended February 28, 2009 Shares sold ....................... 36,202,614 $ 412,603,041 7,219,049 $ 81,575,484 Shares issued on reorganization (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 =========== ============= ========== ============ CLASS B SHARES: Year ended February 28, 2010 Shares sold ....................... 232,330 $ 2,716,768 Shares issued in reinvestment of distributions .................. 111,107 1,301,241 Shares redeemed ................... (1,752,344) (20,576,307) ----------- ------------- Net increase (decrease) ........... (1,408,907) $ (16,558,298) =========== ============= 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) =========== ============= CLASS C SHARES: Year ended February 28, 2010 Shares sold ....................... 13,766,749 $ 162,844,477 1,820,204 $ 20,948,250 Shares issued in reinvestment of distributions .................. 573,630 6,784,479 173,740 1,994,839 Shares redeemed ................... (3,416,036) (40,291,295) (1,034,991) (11,823,881) ----------- ------------- ---------- ------------ Net increase (decrease) ........... 10,924,343 $ 129,337,661 958,953 $ 11,119,208 =========== ============= ========== ============ 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 =========== ============= ========== ============ 134 | Annual Report Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 2. SHARES OF BENEFICIAL INTEREST (CONTINUED) FRANKLIN INSURED FRANKLIN MASSACHUSETTS TAX-FREE TAX-FREE INCOME FUND INCOME FUND ----------------------- ---------------------- SHARES AMOUNT SHARES AMOUNT --------- ----------- -------- ----------- ADVISOR CLASS SHARES: Year ended February 28, 2010(a) Shares sold ....................... 1,327,740 $15,276,985 392,659 $4,478,842 Shares issued in reinvestment of distributions .................. 6,463 75,797 21 243 Shares redeemed ................... (668,642) (7,902,631) (46,738) (542,286) --------- ----------- ------- ---------- Net increase (decrease) ........... 665,561 $ 7,450,151 345,942 $3,936,799 ========= =========== ======= ========== Period ended February 28, 2009(b) 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 ========= =========== (a) For the period July 1, 2009 (effective date) to February 28, 2010 for the Franklin Massachusetts Tax-Free Income Fund. (b) For the period July 1, 2008 (effective date) to February 28, 2009. FRANKLIN MICHIGAN FRANKLIN MINNESOTA TAX-FREE TAX-FREE INCOME FUND INCOME FUND --------------------------- ------------------------- SHARES AMOUNT SHARES AMOUNT ----------- ------------- ---------- ------------ CLASS A SHARES: Year ended February 28, 2010 Shares sold ....................... 11,886,273 $ 140,284,064 13,441,424 $162,227,348 Shares issued in reinvestment of distributions .................. 3,214,545 37,989,621 1,587,293 19,173,994 Shares redeemed ................... (17,609,236) (207,465,536) (7,435,457) (89,730,557) ----------- ------------- ---------- ------------ Net increase (decrease) ........... (2,508,418) $ (29,191,851) 7,593,260 $ 91,670,785 =========== ============= ========== ============ 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 =========== ============= ========== ============ CLASS B SHARES: Year ended February 28, 2010 Shares sold ....................... 9,498 $ 111,105 Shares issued in reinvestment of distributions .................. 55,387 656,266 Shares redeemed ................... (1,232,200) (14,610,865) ----------- ------------- Net increase (decrease) ........... (1,167,315) $ (13,843,494) =========== ============= 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) =========== ============= Annual Report | 135 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, 2010 Shares sold ....................... 4,084,189 $ 48,807,096 6,126,237 $ 74,645,880 Shares issued in reinvestment of distributions .................. 417,054 4,985,346 253,689 3,091,524 Shares redeemed ................... (3,277,517) (39,122,736) (1,102,981) (13,438,004) ---------- ------------ ---------- ------------ Net increase (decrease) ........... 1,223,726 $ 14,669,706 5,276,945 $ 64,299,400 ========== ============ ========== ============ 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 ========== ============ ========== ============ ADVISOR CLASS SHARES: Year ended February 28, 2010(a) Shares sold ....................... 301,110 $ 3,538,457 451,329 $ 5,435,791 Shares issued in reinvestment of distributions .................. 500 5,958 58 707 Shares redeemed ................... (77,806) (928,131) (86,638) (1,054,930) ---------- ------------ ---------- ------------ Net increase (decrease) ........... 223,804 $ 2,616,284 364,749 $ 4,381,568 ========== ============ ========== ============ Period ended February 28, 2009(b) 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 ========== ============ (a) For the period July 1, 2009 (effective date) to February 28, 2010 for the Franklin Minnesota Tax-Free Income Fund. (b) For the period July 1, 2008 (effective date) to February 28, 2009. FRANKLIN OHIO TAX-FREE INCOME FUND --------------------------- SHARES AMOUNT ----------- ------------- CLASS A SHARES: Year ended February 28, 2010 Shares sold ..................................... 20,139,038 $ 249,409,233 Shares issued in reinvestment of distributions .. 2,882,344 35,726,254 Shares redeemed ................................. (12,620,955) (156,099,076) ----------- ------------- Net increase (decrease) ......................... 10,400,427 $ 129,036,411 =========== ============= 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 =========== ============= 136 | Annual Report 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, 2010 Shares sold ..................................... 20,976 $ 258,053 Shares issued in reinvestment of distributions .. 67,842 843,195 Shares redeemed ................................. (911,329) (11,341,598) ---------- ------------ Net increase (decrease) ......................... (822,511) $(10,240,350) ========== ============ 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) ========== ============ CLASS C SHARES: Year ended February 28, 2010 Shares sold ..................................... 7,938,848 $ 99,369,344 Shares issued in reinvestment of distributions .. 496,115 6,210,680 Shares redeemed ................................. (2,199,150) (27,455,783) ---------- ------------ Net increase (decrease) ......................... 6,235,813 $ 78,124,241 ========== ============ 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 ========== ============ ADVISOR CLASS SHARES: Year ended February 28, 2010 Shares sold ..................................... 1,194,735 $ 14,728,066 Shares issued in reinvestment of distributions .. 1,630 20,233 Shares redeemed ................................. (156,086) (1,947,423) ---------- ------------ Net increase (decrease) ......................... 1,040,279 $ 12,800,876 ========== ============ 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 Annual Report | 137 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 Funds' 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 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' 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 INSURED MASSACHUSETTS MICHIGAN 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% 138 | Annual Report 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 INSURED MASSACHUSETTS MICHIGAN TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND ----------- ------------- ----------- Sales charges retained net of commissions paid to unaffiliated broker/dealers .................. $1,054,886 $131,037 $395,202 Contingent deferred sales charges retained ...... $ 92,083 $ 6,716 $ 80,382 FRANKLIN FRANKLIN MINNESOTA OHIO TAX-FREE TAX-FREE INCOME FUND INCOME FUND ----------- ----------- Sales charges retained net of commissions paid to unaffiliated broker/dealers .................. $362,071 $676,212 Contingent deferred sales charges retained ...... $ 25,451 $ 58,061 E. TRANSFER AGENT FEES For the year ended February 28, 2010, 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 INSURED MASSACHUSETTS MICHIGAN TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND ----------- ------------- ----------- Transfer agent fees ..... $548,324 $120,894 $428,442 FRANKLIN FRANKLIN MINNESOTA OHIO TAX-FREE TAX-FREE INCOME FUND INCOME FUND ----------- ----------- Transfer agent fees ..... $201,598 $371,076 Annual Report | 139 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, 2010, the capital loss carryforwards were as follows: FRANKLIN FRANKLIN FRANKLIN FRANKLIN INSURED MASSACHUSETTS MINNESOTA OHIO TAX-FREE TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND INCOME FUND ----------- ------------- ----------- ----------- Capital loss carryforwards expiring in: 2015 .................. $ -- $ -- $1,475,000 $ -- 2016 .................. 22,960 -- -- -- 2017 .................. 798,241 33,682 1,004,796 3,103,689 2018 .................. 5,518,185 1,913,536 286,131 -- ---------- ---------- ---------- ---------- $6,339,386 $1,947,218 $2,765,927 $3,103,689 ========== ========== ========== ========== During the year ended February 28, 2010, the Franklin Michigan Tax-Free Income Fund and the Franklin Ohio Tax-Free Income Fund utilized $472,758 and $812,241, respectively, of capital loss carryforwards. On February 28, 2010, the Franklin Minnesota Tax-Free Income Fund had expired capital loss carryforwards of $788,761, 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, 2010, the Franklin Massachusetts Tax-Free Income Fund deferred realized capital losses of $11,648. The tax character of distributions paid during the years ended February 28, 2010 and 2009, was as follows: FRANKLIN INSURED FRANKLIN MASSACHUSETTS TAX-FREE INCOME FUND TAX-FREE INCOME FUND --------------------------- -------------------------- 2010 2009 2010 2009 ------------ ----------- ----------- ----------- Distributions paid from - tax exempt income ..... $101,487,860 $95,445,859 $23,079,309 $22,540,627 ============ =========== =========== =========== FRANKLIN MICHIGAN FRANKLIN MINNESOTA TAX-FREE INCOME FUND TAX-FREE INCOME FUND --------------------------- -------------------------- 2010 2009 2010 2009 ------------ ----------- ----------- ----------- Distributions paid from - tax exempt income ..... $66,702,147 $66,273,982 $32,641,674 $27,968,527 =========== =========== =========== =========== FRANKLIN OHIO TAX-FREE INCOME FUND --------------------------- 2010 2009 ------------ ----------- Distributions paid from - tax exempt income ..... $60,653,532 $55,396,229 =========== =========== 140 | Annual Report Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 4. INCOME TAXES (CONTINUED) At February 28, 2010, the cost of investments, net unrealized appreciation (depreciation), undistributed tax exempt income and undistributed long term capital gains for income tax purposes were as follows: FRANKLIN FRANKLIN FRANKLIN INSURED MASSACHUSETTS MICHIGAN TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND -------------- ------------- -------------- Cost of investments ............................ $2,477,177,705 $562,421,294 $1,504,531,563 ============== ============ ============== Unrealized appreciation ........................ $ 74,590,570 $ 19,018,459 $ 59,301,886 Unrealized depreciation ........................ (42,765,069) (5,242,607) (19,705,413) -------------- ------------ -------------- Net unrealized appreciation (depreciation) ..... $ 31,825,501 $ 13,775,852 $ 39,596,473 ============== ============ ============== Undistributed tax exempt income ................ $ 1,730,386 $ 426,278 $ 1,056,952 Undistributed long term capital gains .......... -- -- 130,436 -------------- ------------ -------------- Distributable earnings ......................... $ 1,730,386 $ 426,278 $ 1,187,388 ============== ============ ============== FRANKLIN FRANKLIN MINNESOTA OHIO TAX-FREE TAX-FREE INCOME FUND INCOME FUND -------------- -------------- Cost of investments ............................ $917,175,245 $1,566,443,974 ============ ============== Unrealized appreciation ........................ $ 39,911,657 $ 63,484,371 Unrealized depreciation ........................ (1,873,224) (9,032,755) ------------ -------------- Net unrealized appreciation (depreciation) ..... $ 38,038,433 $ 54,451,616 ============ ============== Distributable earnings - undistributed tax exempt income ............. $ 348,811 $ 1,022,645 ============ ============== 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. 5. INVESTMENT TRANSACTIONS Purchases and sales of investments (excluding short term securities) for the year ended February 28, 2010, were as follows: FRANKLIN FRANKLIN FRANKLIN INSURED MASSACHUSETTS MICHIGAN TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND ------------ ------------- ------------ Purchases ...................................... $487,592,350 $70,260,254 $ 83,200,560 Sales .......................................... $116,376,862 $35,723,893 $111,821,171 Annual Report | 141 Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 5. INVESTMENT TRANSACTIONS (CONTINUED) FRANKLIN FRANKLIN MINNESOTA OHIO TAX-FREE TAX-FREE INCOME FUND INCOME FUND ------------ ------------ Purchases ...................................... $247,777,377 $267,412,451 Sales .......................................... $ 85,005,526 $ 61,966,970 6. 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 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. REORGANIZATION 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 reorganization 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 reorganization were $2,438,796,882. 8. CREDIT FACILITY The Funds, together with other U.S. registered and foreign investment funds (collectively "Borrowers"), managed by Franklin Templeton Investments, are borrowers in a 364-day joint syndicated senior unsecured credit facility totaling $750 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. On January 22, 2010, the Funds renewed the Global Credit Facility for a total of $750 million, maturing January 21, 2011. 142 | Annual Report Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 8. 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 their relative share of the aggregate net assets of all of the Borrowers, including an annual commitment fee of 0.10% based upon the unused portion of the Global Credit Facility, which is reflected in other expenses on the Statements of Operations. During the year ended February 28, 2010, the Funds did not utilize the Global Credit Facility. 9. FAIR VALUE MEASUREMENTS The Funds follow a fair value hierarchy that distinguishes between market data obtained from independent sources (observable inputs) and the Funds' own market assumptions (unobservable inputs). These inputs are used in determining the value of the Funds' 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 securi- ties, interest rates, prepayment speed, credit risk, etc.) - Level 3 - significant unobservable inputs (including the Funds' 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, 2010, all of the Funds' investments in securities carried at fair value were in Level 2 inputs. 10. NEW ACCOUNTING PRONOUNCEMENTS In January 2010, the Financial Accounting Standards Board issued Accounting Standards Update No. 2010-6, FAIR VALUE MEASUREMENTS AND DISCLOSURES (TOPIC 820): IMPROVING DISCLOSURES ABOUT FAIR VALUE MEASUREMENTS, which enhances and clarifies existing fair value measurement disclosure requirements and is effective for interim and annual periods beginning after December 15, 2009. The Funds are currently evaluating the impact, if any, of applying this provision. 11. SUBSEQUENT EVENTS The Funds have evaluated subsequent events through the issuance of the financial statements and determined that no events have occurred that require disclosure. Annual Report | 143 Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) ABBREVIATIONS SELECTED PORTFOLIO ACES - Adjustable Convertible Exempt Security 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; on February 18, 2009, most MBIA Insured were replaced with NATL Insured through a spin-off.) 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. EDR - Economic Development Revenue 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 IDR - Industrial Development Revenue ISD - Independent School District MFHR - Multi-Family Housing Revenue MFMR - Multi-Family Mortgage Revenue MFR - Multi-Family Revenue MTA - Metropolitan Transit Authority NATL - National Public Financial Guarantee Corp. PBA - Public Building Authority 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 144 | 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 the Franklin Insured Tax-Free Income Fund, Franklin Massachusetts Tax-Free Income Fund, Franklin Michigan Tax-Free Income Fund, Franklin Minnesota Tax-Free Income Fund and Franklin Ohio Tax-Free Income Fund (separate portfolios of Franklin Tax-Free Trust, hereafter referred to as the "Funds") at February 28, 2010, 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, 2010 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP San Francisco, California April 16, 2010 Annual Report | 145 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, 2010. A portion of the Fund's exempt-interest dividends may be subject to the federal alternative minimum tax. In January 2011, shareholders will be notified of amounts for use in preparing their 2010 income tax returns. 146 | 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 FUND COMPLEX NAME, YEAR OF BIRTH LENGTH OF OVERSEEN BY AND ADDRESS POSITION TIME SERVED BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------- --------------- ----------------- --------------- --------------------------------------- HARRIS J. ASHTON (1932) Trustee Since 1984 133 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). SAM GINN (1937) Trustee Since 2007 110 ICO Global Communications One Franklin Parkway (Holdings) Limited (satellite company). San Mateo, CA 94403-1906 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 133 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). FRANK W.T. LAHAYE (1929) Trustee Since 1984 109 None One Franklin Parkway 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). Annual Report | 147 NUMBER OF PORTFOLIOS IN FUND COMPLEX NAME, YEAR OF BIRTH LENGTH OF OVERSEEN BY AND ADDRESS POSITION TIME SERVED BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------- --------------- ----------------- --------------- --------------------------------------- J. MICHAEL LUTTIG (1954) Trustee Since 141 Boeing Capital Corporation One Franklin Parkway December 2009 (aircraft financing). San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Executive Vice President, General Counsel and member of Executive Council, The Boeing Company; and FORMERLY, Federal Appeals Court Judge, U.S. Court of Appeals for the Fourth Circuit (1991-2006). FRANK A. OLSON (1932) Trustee Since 2005 133 Hess Corporation (exploration and One Franklin Parkway refining of oil and gas). San Mateo, CA 94403-1906 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 141 Cbeyond (business communications One Franklin Parkway provider). 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 110 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 FUND COMPLEX NAME, YEAR OF BIRTH LENGTH OF OVERSEEN BY AND ADDRESS POSITION TIME SERVED BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------- --------------- ----------------- --------------- --------------------------------------- **CHARLES B. JOHNSON (1933) Trustee and Since 1984 133 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 41 of the investment companies in Franklin Templeton Investments. 148 | Annual Report NUMBER OF PORTFOLIOS IN FUND COMPLEX NAME, YEAR OF BIRTH LENGTH OF OVERSEEN BY AND ADDRESS POSITION TIME SERVED BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------- --------------- ----------------- --------------- --------------------------------------- **GREGORY E. JOHNSON (1961) Trustee Since 2007 89 None One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director, President and Chief Executive Officer, Franklin Resources, 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 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. 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 San Mateo, CA 94403-1906 Officer and 2004 and Vice Vice President President - AML - AML Compliance since Compliance 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 45 of the investment companies in Franklin Templeton Investments; and FORMERLY, Director of Compliance, Franklin Resources, Inc. (1994-2001). LAURA F. FERGERSON (1962) Chief Since 2009 Not Applicable Not Applicable One Franklin Parkway Executive San Mateo, CA 94403-1906 Officer - Finance and Administration PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Vice President, Franklin Templeton Services, LLC; officer of 45 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). GASTON GARDEY (1967) Treasurer, Since 2009 Not Applicable Not Applicable One Franklin Parkway Chief Financial San Mateo, CA 94403-1906 Officer and Chief Accounting Officer PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director Fund Accounting, Franklin Templeton Investments; and officer of 27 of the investment companies in Franklin Templeton Investments. Annual Report | 149 NUMBER OF PORTFOLIOS IN FUND COMPLEX NAME, YEAR OF BIRTH LENGTH OF OVERSEEN BY AND ADDRESS POSITION TIME SERVED BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------- --------------- ----------------- --------------- --------------------------------------- ALIYA S. GORDON (1973) Vice President Since 2009 Not Applicable Not Applicable One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Associate General Counsel, Franklin Templeton Investments; officer of 45 of the investment companies in Franklin Templeton Investments; and FORMERLY, Litigation Associate Counsel at Steefel, Levitt & Weiss, LLP (2000-2004). 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 may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 45 of the investment companies in Franklin Templeton Investments. STEVEN J. GRAY (1955) Vice President Since August Not Applicable Not Applicable One Franklin Parkway 2009 San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Associate General Counsel, Franklin Templeton Investments; Vice President, Franklin Templeton Distributors, Inc.; and officer of 45 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 43 of the investment companies in Franklin Templeton Investments. ROBERT C. ROSSELOT (1960) Vice President Since Not Applicable Not Applicable 500 East Broward Blvd. August 2009 Suite 2100 Fort Lauderdale, FL 33394-3091 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Associate General Counsel, Franklin Templeton Investments; Assistant Secretary, Franklin Resources, Inc.; Vice President and Secretary, Templeton Investment Counsel, LLC; Vice President, Secretary and Trust Officer, Fiduciary Trust International of the South; and officer of 45 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 45 of the investment companies in Franklin Templeton Investments. 150 | Annual Report NUMBER OF PORTFOLIOS IN FUND COMPLEX NAME, YEAR OF BIRTH LENGTH OF OVERSEEN BY AND ADDRESS POSITION TIME SERVED 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 45 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. 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 | 151 Franklin Tax-Free Trust SHAREHOLDER INFORMATION BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT At a meeting held February 23, 2010, 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 to U.S. mutual funds and other accounts, 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. 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 152 | 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 management's conservative approach and diligent risk management procedures, including continuous monitoring of counterparty credit risk and attention given to derivatives and other complex instruments. The Board also took into account, among other things, management's efforts in establishing a 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 as evidenced by its subsidization of money market funds. The Board also noted management's efforts to minimize any negative impact on the nature and quality of services provided the Funds arising from Franklin Templeton Investments' implementation of a hiring freeze and employee reductions in response to market conditions during the latter part of 2008 and early 2009. 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 reports prepared for each individual Fund showed its investment performance or that 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 Annual Report | 153 Franklin Tax-Free Trust SHAREHOLDER INFORMATION (CONTINUED) BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) for the one-year period ended December 31, 2009, 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 in the upper half of its Lipper performance universe during 2009, with most being in the highest or second-highest quintile of such universe during such year and for the previous three-, five- and 10-year periods as well. The Lipper reports showed the total return for many of such Funds was below the median of their performance universe during 2009, but that the total return of all such Funds was good on a long-term basis with each having total returns above the median of its respective performance universe during the previous five- and 10-year periods on an annualized basis. Management explained that the one-year relative total return performance of the Funds reflected management's conservative strategy of not utilizing leverage or derivatives or using high yield debt in investment-grade funds, which types of instruments had performed well in the 2009 market recovery. The Board expressed satisfaction with such performance, noting management's explanation and the fact 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 information taken from each fund's most recent annual report, which reflects historical asset levels that may be quite different from those currently existing, particularly in a period of market volatility. While recognizing such inherent limitation and the fact that expense ratios generally increase as assets decline and decrease as assets grow, the Board believed the independent analysis conducted by Lipper to be 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 its respective Lipper expense group. The Lipper reports further showed that the actual total expense rates for all Funds were below the median 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 154 | Annual Report 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, 2009, being the most recent fiscal year-end for Franklin Resources, Inc., the Manager's parent. 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 review the reasonableness of the allocation methodologies solely for use by the Funds' Board 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 are shared with each of these Funds and their shareholders through management fee breakpoints existing in each of the Fund's 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; 0.50% 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 Annual Report | 155 Franklin Tax-Free Trust SHAREHOLDER INFORMATION (CONTINUED) BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) 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 provides 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. 156 | Annual Report Franklin Templeton Funds LITERATURE REQUEST. TO RECEIVE A 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. VALUE Franklin All Cap Value Fund Franklin Balance Sheet Investment Fund Franklin Large Cap Value Fund Franklin MicroCap Value Fund1 Franklin MidCap Value Fund Franklin Small Cap Value Fund Mutual Beacon Fund Mutual Quest Fund(2) Mutual Recovery Fund(3) Mutual Shares Fund BLEND Franklin Focused Core Equity Fund Franklin Large Cap Equity Fund Franklin Rising Dividends Fund GROWTH Franklin DynaTech Fund Franklin Flex Cap Growth Fund Franklin Growth Fund Franklin Growth Opportunities Fund Franklin Small Cap Growth Fund Franklin Small-Mid Cap Growth Fund SECTOR Franklin Biotechnology Discovery Fund Franklin Global Real Estate Fund Franklin Gold & Precious Metals Fund Franklin Natural Resources Fund Franklin Real Estate Securities Fund Franklin Utilities Fund Mutual Financial Services Fund GLOBAL Mutual Global Discovery Fund(4) Templeton Global Long-Short Fund(5) 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 Mutual International 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(6) Franklin Floating Rate Daily Access Fund Franklin High Income Fund Franklin Limited Maturity U.S. Government Securities Fund(6) 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(6) Templeton Global Bond Fund Templeton Global Total Return Fund Templeton International Bond Fund TAX-FREE INCOME(7) NATIONAL Double Tax-Free Income Fund Federal Tax-Free Income Fund High Yield Tax-Free Income Fund Insured Tax-Free Income Fund(8) LIMITED-/INTERMEDIATE-TERM 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(9) Colorado Connecticut Florida Georgia Kentucky Louisiana Maryland Massachusetts(10) Michigan(10) Minnesota(10) Missouri New Jersey New York(9) North Carolina Ohio(10) Oregon Pennsylvania Tennessee Virginia INSURANCE FUNDS Franklin Templeton Variable Insurance Products Trust(11) (1.) The fund is closed to new investors. Existing shareholders and select retirement plans can continue adding to their accounts. (2.) Effective 5/1/09, Mutual Qualified Fund changed its name to Mutual Quest Fund. The fund's investment goal and strategy remained unchanged. (3.) 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. (4.) Effective 5/1/09, Mutual Discovery Fund changed its name to Mutual Global Discovery Fund. The fund's investment goal and strategy remained unchanged. (5.) Effective 12/18/09, this fund is closed to new investors, pending a proposal to merge the fund into Templeton World Fund. Existing shareholders may continue to make additional investments until shortly before the completion of the transaction, expected in April 2010. (6.) An investment in the fund is neither insured nor guaranteed by the U.S. government or by any other entity or institution. (7.) For investors subject to the alternative minimum tax, a small portion of fund dividends may be taxable. Distributions of capital gains are generally taxable. (8.) The fund invests primarily in insured municipal securities. (9.) These funds are available in three or more variations, including long-term portfolios, intermediate-term portfolios, portfolios of insured securities, a high-yield portfolio (CA only) and a money market portfolio (CA only). (10.) The Board of Trustees approved the elimination of the non-fundamental policy requiring the fund to invest at least 80% of net assets in insured municipal securities and the removal of the word "Insured" from the fund name. The changes became effective 2/15/09. (11.) The funds of the Franklin Templeton Variable Insurance Products Trust are generally available only through insurance company variable contracts. 02/10 Not part of the annual report (FRANKLIN TEMPLETON INVESTMENTS (R) LOGO) One Franklin Parkway San Mateo, CA 94403-1906 SIGN UP FOR ELECTRONIC DELIVERY on franklintempleton.com 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 summary prospectus and/or prospectus. Investors should carefully consider a fund's investment goals, risks, charges and expenses before investing. A prospectus contains this and other information; please read it carefully before investing. To 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 A 04/10 FEBRUARY 28, 2010 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 ELECTRONIC DELIVERY on franklintempleton.com (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 Alabama Tax-Free Income Fund .................................... 7 Franklin Florida Tax-Free Income Fund .................................... 16 Franklin Georgia Tax-Free Income Fund .................................... 26 Franklin Kentucky Tax-Free Income Fund ................................... 35 Franklin Louisiana Tax-Free Income Fund .................................. 42 Franklin Maryland Tax-Free Income Fund ................................... 51 Franklin Missouri Tax-Free Income Fund ................................... 61 Franklin North Carolina Tax-Free Income Fund ............................. 71 Franklin Virginia Tax-Free Income Fund ................................... 80 Financial Highlights and Statements of Investments ....................... 90 Financial Statements ..................................................... 158 Notes to Financial Statements ............................................ 169 Report of Independent Registered Public Accounting Firm .................. 186 Tax Designation .......................................................... 187 Board Members and Officers ............................................... 188 Shareholder Information .................................................. 193 Shareholder Letter Dear Shareholder: In the third and fourth quarters of 2009, U.S. economic activity improved compared with the second quarter. Although many observers considered the global recession over, most economists warned that growth would be sluggish as consumers and the financial system continued to climb out of debt. The federal funds target rate remained unchanged over the period at a historically low range of 0% to 0.25%; however, the Federal Reserve Board (Fed) was very active and employed other strategies to help stem the crisis, resulting in a substantial increase in its balance sheet. The Fed established various lending and liquidity facilities and through quantitative easing purchased mortgage securities and Treasuries, all in an effort to encourage long-term interest rates to move lower. In testimony to Congress in February, Chairman Bernanke once again stated that short-term rates are likely to remain exceptionally low for an extended period until the Fed feels a dependable economic recovery has taken hold. Most major financial markets showed signs of recovery, and equity markets staged a strong rally since March 2009. As financial markets moved off their lows, commodity prices rebounded. Overall inflation, however, remained tame. Chairman Bernanke began to prepare markets for the unwinding of the Fed's accommodative policy and the exit strategy for its lending and liquidity facilities. On February 18, the Fed raised the largely symbolic discount rate to 0.75%. This first tightening move was designed to encourage banks to borrow short-term funds from money markets rather than the central bank. NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE Not part of the annual report | 1 The municipal bond market experienced a healthy rebound in the 12-month period ended February 28, 2010; the Barclays Capital (BC) Municipal Bond Index returned +9.98% and securities with maturities 22 years and longer, which make up a substantial portion of our portfolios, returned +16.61%.1 Although it looked as if the banking and financial crisis may have turned the corner and economic recovery was under way, we think a note of caution is warranted. We believe such areas of the economy as employment, housing, state and local government budgets, and the finance and banking sector will continue to face challenges and show signs of pressure for an indefinite period. We believe it is especially important during uncertain 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 risk tolerance. We firmly believe that most people benefit from professional advice, and that advice is invaluable as investors navigate changing market conditions. Franklin Tax-Free Trust's annual report goes into greater detail about municipal bond market conditions during the period. In addition, you will find performance data, financial information and discussions from the portfolio managers. Please remember that all securities markets fluctuate, as do mutual fund share prices. Municipal bonds can 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. (1.) Source: (C) 2010 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. To be included in the index, bonds must be fixed rate, have at least one year to final maturity and be rated investment grade (Baa3/BBB- or higher) by at least two of the following agencies: Moody's, Standard & Poor's or Fitch. 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 Please check our website at franklintempleton.com for special portfolio manager commentary. 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, 2010. 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 During the 12-month period ended February 28, 2010, the municipal bond market delivered a strong +9.98% total return as measured by the Barclays Capital (BC) Municipal Bond Index.(1) The municipal bond market rebounded after suffering one of its worst performance years in 2008. In contrast, the U.S. Treasury market trailed the tax-exempt market during this reporting period with a +1.83% total return as measured by the BC U.S. Treasury Index.(2) Different factors helped revive consumer and investor confidence during this reporting period including federal fiscal stimulus measures. The initial influx of capital infused the market with promise. Encouraged by these measures, investors cautiously began to move assets from money market instruments toward long-term investments seeking to maximize income opportunities. The tax-exempt market fared well as investors focused on the municipal bond market's attractive after-tax yields. Despite budgetary pressures at state and local levels and concerns regarding some issuers' abilities to repay debt, municipal bond mutual funds received record net inflows in 2009. In addition, because nearly all municipal bond insurers were downgraded, many municipalities brought new issues to market based on their own financial strength and credit ratings. As a result, yield spreads between higher quality and lower grade credits widened, as opposed to previous reporting periods when AAA-rated insured bonds dominated new issuance. A recent Moody's Investors Service report bolstered the case for municipal issuers. The study showed a less than 1.00% default rate for all municipal bonds issued from 1970 through 2009 and higher recovery on average than for corporate issuers, which helped remind investors of the asset class's underlying credit strength. Investor interest also increased for lower investment-grade and speculative-grade issues during the reporting period, which drove the BC Baa Municipal Bond Index up 19.56%, compared with the BC Aaa Municipal Bond Index's +6.98% total return.(3) (1.) Source: (C) 2010 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. To be included in the index, bonds must be fixed rate, have at least one year to final maturity and be rated investment grade (Baa3/BBB- or higher) by at least two of the following agencies: Moody's, Standard & Poor's or Fitch. (2.) Source: (C) 2010 Morningstar. The BC U.S. Treasury Index is the U.S. Treasury component of the U.S. Government Index and covers public obligations of the U.S. Treasury with a remaining maturity of one year or more. (3.) Source: (C) 2010 Morningstar. The BC Baa Municipal Bond Index is the Baa credit quality component of the BC Municipal Bond Index. The BC Aaa Municipal Bond Index is the Aaa credit quality component of the BC Municipal Bond Index. 4 | Annual Report Further aiding positive municipal bond performance during the reporting period was the prospect of rising taxes, lower new tax-exempt issuance and fewer tax shelters. In February 2009, the American Recovery and Reinvestment Act was signed into law, which allowed municipalities to issue taxable bonds and receive a 35% federal government subsidy for all coupon payments distributed to investors for the life of the bond. This rebate allowed municipalities to borrow significantly below their after-tax cost in the traditional tax-exempt municipal bond market. The success of this "Build America Bonds" program exceeded expectations as it enticed taxable bond investors to these municipal products. The Obama administration recently proposed continuing the program beyond 2010 but reducing the subsidy to 28% and expanding permissible uses. Historically, a large supply of issuance can be detrimental to municipal bond market performance; however, this was not the case during this reporting period. Although 2009's $409 billion in total issuance surpassed the previous year's, the popularity of Build America Bonds helped drive the municipal bond market's strong total returns.(4) The taxable bonds accounted for approximately 20% of long-term issuance, which reduced the supply of available municipal bonds for traditional, tax-exempt investors.(5) Solid demand for tax-exempt bonds drove municipal bond prices higher. We think these new, subsidized, taxable municipal bonds are likely to restrain future supply of tax-exempt municipal bonds as long as the government permits their use. Given the various ratings changes, the relatively steep yield curve, and the reduced tax-exempt supply during the reporting period, we looked for opportunities to keep the portfolios fully invested in longer term bonds, which helped support the 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. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS AND OPINIONS AS OF FEBRUARY 28, 2010. 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. (4.) Source: Thomson Reuters, THE BOND BUYER, 2/9/10. (5.) Source: Municipal Securities Rulemaking Board, "Build America Bond Issuance and Trade Activity, 2009," February 2010. Annual Report | 5 Investment Strategy and Manager's Discussion We use a consistent, disciplined strategy in an effort to maximize tax-exempt income for our shareholders by seeking to maintain exposure to higher coupon securities. We generally employ a buy-and-hold approach and invest in securities we believe should provide the most relative value in the market. As we invest during different interest rate environments, each Fund's portfolio becomes progressively more 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 help 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 continued 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, 2010, 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 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 Alabama Tax-Free Income Fund 2/28/10 % OF TOTAL LONG-TERM RATINGS INVESTMENTS** - ------- ------------- AAA 25.0% AA 20.0% A 22.3% BBB 6.8% Below Investment Grade 0.9% Not Rated by S&P 25.0% * 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. The letter ratings are provided to indicate the creditworthiness of the Fund's bond holdings and generally can range from AAA or Aaa (highest) to Below Investment Grade (lowest). ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa -- 1.5% AA or Aa 2.9% 0.6% A 6.4% 2.5% BBB or Baa 1.6% 8.7% Below Investment Grade 0.3% 0.5% ---- ---- Total 11.2% 13.8% ==== ==== We are pleased to bring you Franklin Alabama Tax-Free Income Fund's annual report for the fiscal year ended February 28, 2010. (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 92. Annual Report | 7 DIVIDEND DISTRIBUTIONS* Franklin Alabama Tax-Free Income Fund DIVIDEND PER SHARE ----------------------- MONTH CLASS A CLASS C - ----- ---------- ---------- March 2009 4.00 cents 3.52 cents April 2009 4.00 cents 3.52 cents May 2009 4.00 cents 3.52 cents June 2009 4.00 cents 3.51 cents July 2009 4.00 cents 3.51 cents August 2009 4.00 cents 3.51 cents September 2009 4.00 cents 3.49 cents October 2009 4.00 cents 3.49 cents November 2009 4.00 cents 3.49 cents December 2009 3.90 cents 3.37 cents January 2010 3.90 cents 3.37 cents February 2010 3.90 cents 3.37 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, increased from $10.59 on February 28, 2009, to $11.17 on February 28, 2010. The Fund's Class A shares paid dividends totaling 47.62 cents per share for the same period.2 The Performance Summary beginning on page 11 shows that at the end of this reporting period the Fund's Class A shares' distribution rate was 4.01% based on an annualization of the current 3.90 cent per share dividend and the maximum offering price of $11.67 on February 28, 2010. An investor in the 2010 maximum combined effective federal and Alabama personal income tax bracket of 38.25% would need to earn a distribution rate of 6.49% 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. During the year under review, renewed investor interest in municipal bonds and limited new-issue supply tended to reduce the Fund's income, which caused dividends to decline slightly. (2.) All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. 8 | Annual Report PORTFOLIO BREAKDOWN Franklin Alabama Tax-Free Income Fund 2/28/10 % OF TOTAL LONG-TERM INVESTMENTS* ------------ Utilities 22.2% Hospital & Health Care 16.0% Prerefunded 13.8% General Obligation 11.1% Higher Education 10.8% Subject to Government Appropriations 9.0% Tax-Supported 8.0% Transportation 3.7% Other Revenue 2.3% Housing 2.0% Corporate-Backed 1.1% * Does not include short-term investments and other net assets. STATE UPDATE During the reporting period, Alabama's manufacturing-reliant economy continued to suffer from the effects of the national recession. The state's share of manufacturing employment significantly exceeded the rest of the nation's, and the automotive industry was an important source of jobs. A decrease in car and truck sales at the beginning of the period forced local automotive manufacturers and their parts suppliers to scale back production. In the summer, however, federal stimulus measures increased demand, and some plants returned to five-day work weeks. Production output did not return to capacity levels, and this slump contributed to a period-end unemployment rate of 11.1%, its highest level in 26 years.(3) Alabama's economy weakened, and general fund revenues continued to decline. In past years, the state's two major operating funds, the budgetary general fund and the education trust fund, relied on support from nonrecurring revenues. The state addressed income and sales tax revenue declines of fiscal year 2009 through several measures and made extensive use of revenue bonds issued through state agencies and departments. Alabama's fiscal year 2010 budget relied on spending cuts, reserve depletion and other nonrecurring measures. Additionally, the state was scheduled to receive $3.1 billion in federal stimulus funds.(4) Alabama's net tax-supported debt was $722 per capita and 2.1% of personal income, compared with the $739 and 2.1% national medians.(5) Independent credit rating agency Standard & Poor's assigned Alabama's general obligation debt a rating of AA with a stable outlook.(6) 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. Somewhat offsetting these strengths were declining income tax revenues and restrictions that limit the state's revenue raising flexibility. (3.) Source: Bureau of Labor Statistics. (4.) Source: Standard & Poor's, "State Review: Alabama," RATINGSDIRECT, 11/9/09. (5.) Source: Standard & Poor's, "U.S. Public Finance Report Card: 2009 State Debt Review: Significant Challenges Lie Ahead," 12/16/09. (6.) This does not indicate Standard & Poor's rating of the Fund. Annual Report | 9 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, 2010, 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. 10 | Annual Report Performance Summary as of 2/28/10 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 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.58 $11.17 $10.59 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.4762 CLASS C (SYMBOL: FALEX) CHANGE 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.59 $11.28 $10.69 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.4159 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) +10.14% +19.15% +65.66% Average Annual Total Return(2) +5.46% +2.66% +4.72% Avg. Ann. Total Return (3/31/10)(3) +5.70% +2.82% +4.50% Distribution Rate(4) 4.01% Taxable Equivalent Distribution Rate(5) 6.49% 30-Day Standardized Yield(6) 3.37% Taxable Equivalent Yield(5) 5.46% Total Annual Operating Expenses(7) 0.71% CLASS C 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------- ------- Cumulative Total Return(1) +9.54% +15.96% +56.94% Average Annual Total Return(2) +8.54% +3.01% +4.61% Avg. Ann. Total Return (3/31/10)(3) +8.81% +3.15% +4.39% Distribution Rate(4) 3.57% Taxable Equivalent Distribution Rate(5) 5.78% 30-Day Standardized Yield(6) 3.00% Taxable Equivalent Yield(5) 4.86% 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, GO TO 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 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 2/28/10 - ------- ------- 1-Year +5.46% 5-Year +2.66% 10-Year +4.72% CLASS A (3/1/00-2/28/10) (PERFORMANCE GRAPH) BARCLAYS FRANKLIN ALABAMA CAPITAL TAX-FREE INCOME MUNICIPAL DATE FUND - CLASS A BOND INDEX CPI - ------------- ---------------- ---------- ------- 3/1/2000 $ 9,575 $10,000 $10,000 3/31/2000 $ 9,799 $10,218 $10,082 4/30/2000 $ 9,747 $10,158 $10,088 5/31/2000 $ 9,704 $10,105 $10,100 6/30/2000 $ 9,932 $10,373 $10,153 7/31/2000 $10,045 $10,518 $10,177 8/31/2000 $10,194 $10,680 $10,177 9/30/2000 $10,118 $10,624 $10,230 10/31/2000 $10,218 $10,740 $10,247 11/30/2000 $10,299 $10,821 $10,253 12/31/2000 $10,484 $11,089 $10,247 1/31/2001 $10,499 $11,198 $10,312 2/28/2001 $10,542 $11,234 $10,353 3/31/2001 $10,610 $11,334 $10,377 4/30/2001 $10,502 $11,212 $10,418 5/31/2001 $10,605 $11,332 $10,465 6/30/2001 $10,708 $11,408 $10,483 7/31/2001 $10,872 $11,577 $10,453 8/31/2001 $11,064 $11,768 $10,453 9/30/2001 $11,022 $11,729 $10,501 10/31/2001 $11,158 $11,868 $10,465 11/30/2001 $11,094 $11,768 $10,448 12/31/2001 $10,980 $11,657 $10,406 1/31/2002 $11,103 $11,859 $10,430 2/28/2002 $11,226 $12,002 $10,471 3/31/2002 $11,056 $11,767 $10,530 4/30/2002 $11,192 $11,997 $10,589 5/31/2002 $11,279 $12,070 $10,589 6/30/2002 $11,375 $12,197 $10,595 7/31/2002 $11,515 $12,354 $10,607 8/31/2002 $11,622 $12,503 $10,642 9/30/2002 $11,882 $12,776 $10,660 10/31/2002 $11,735 $12,565 $10,677 11/30/2002 $11,709 $12,512 $10,677 12/31/2002 $11,932 $12,776 $10,654 1/31/2003 $11,936 $12,744 $10,701 2/28/2003 $12,074 $12,922 $10,783 3/31/2003 $12,113 $12,930 $10,848 4/30/2003 $12,221 $13,015 $10,824 5/31/2003 $12,481 $13,320 $10,807 6/30/2003 $12,451 $13,263 $10,819 7/31/2003 $11,997 $12,799 $10,830 8/31/2003 $12,129 $12,895 $10,872 9/30/2003 $12,474 $13,274 $10,907 10/31/2003 $12,395 $13,207 $10,895 11/30/2003 $12,526 $13,345 $10,866 12/31/2003 $12,636 $13,455 $10,854 1/31/2004 $12,727 $13,532 $10,907 2/29/2004 $12,912 $13,736 $10,966 3/31/2004 $12,893 $13,688 $11,037 4/30/2004 $12,576 $13,364 $11,072 5/31/2004 $12,546 $13,315 $11,137 6/30/2004 $12,602 $13,364 $11,172 7/31/2004 $12,761 $13,540 $11,154 8/31/2004 $12,976 $13,811 $11,160 9/30/2004 $13,056 $13,884 $11,184 10/31/2004 $13,171 $14,004 $11,243 11/30/2004 $13,058 $13,888 $11,249 12/31/2004 $13,220 $14,058 $11,207 1/31/2005 $13,356 $14,189 $11,231 2/28/2005 $13,311 $14,142 $11,296 3/31/2005 $13,249 $14,053 $11,384 4/30/2005 $13,422 $14,274 $11,461 5/31/2005 $13,506 $14,375 $11,449 6/30/2005 $13,570 $14,464 $11,455 7/31/2005 $13,526 $14,399 $11,508 8/31/2005 $13,632 $14,544 $11,567 9/30/2005 $13,553 $14,446 $11,708 10/31/2005 $13,471 $14,359 $11,731 11/30/2005 $13,531 $14,428 $11,637 12/31/2005 $13,641 $14,552 $11,590 1/31/2006 $13,665 $14,591 $11,678 2/28/2006 $13,756 $14,689 $11,702 3/31/2006 $13,701 $14,588 $11,767 4/30/2006 $13,700 $14,583 $11,867 5/31/2006 $13,738 $14,648 $11,926 6/30/2006 $13,691 $14,592 $11,949 7/31/2006 $13,825 $14,766 $11,985 8/31/2006 $13,996 $14,985 $12,008 9/30/2006 $14,081 $15,089 $11,949 10/31/2006 $14,157 $15,184 $11,885 11/30/2006 $14,278 $15,311 $11,867 12/31/2006 $14,228 $15,257 $11,885 1/31/2007 $14,204 $15,217 $11,921 2/28/2007 $14,375 $15,418 $11,985 3/31/2007 $14,328 $15,380 $12,094 4/30/2007 $14,375 $15,426 $12,172 5/31/2007 $14,324 $15,357 $12,247 6/30/2007 $14,259 $15,278 $12,270 7/31/2007 $14,359 $15,396 $12,267 8/31/2007 $14,281 $15,330 $12,245 9/30/2007 $14,494 $15,557 $12,279 10/31/2007 $14,557 $15,626 $12,305 11/30/2007 $14,647 $15,726 $12,378 12/31/2007 $14,684 $15,769 $12,370 1/31/2008 $14,785 $15,968 $12,431 2/29/2008 $14,094 $15,237 $12,467 3/31/2008 $14,522 $15,672 $12,575 4/30/2008 $14,719 $15,856 $12,652 5/31/2008 $14,838 $15,952 $12,758 6/30/2008 $14,676 $15,771 $12,887 7/31/2008 $14,705 $15,831 $12,954 8/31/2008 $14,758 $16,017 $12,903 9/30/2008 $13,971 $15,265 $12,885 10/31/2008 $13,803 $15,110 $12,755 11/30/2008 $13,773 $15,158 $12,510 12/31/2008 $13,922 $15,379 $12,381 1/31/2009 $14,206 $15,942 $12,435 2/28/2009 $14,403 $16,025 $12,497 3/31/2009 $14,398 $16,028 $12,527 4/30/2009 $14,764 $16,349 $12,558 5/31/2009 $14,901 $16,522 $12,595 6/30/2009 $14,830 $16,367 $12,703 7/31/2009 $14,984 $16,641 $12,683 8/31/2009 $15,289 $16,925 $12,711 9/30/2009 $15,899 $17,532 $12,719 10/31/2009 $15,623 $17,164 $12,731 11/30/2009 $15,635 $17,306 $12,740 12/31/2009 $15,746 $17,365 $12,718 1/31/2010 $15,787 $17,455 $12,761 2/28/2010 $15,864 $17,624 $12,764 AVERAGE ANNUAL TOTAL RETURN CLASS C 2/28/10 - ------- ------- 1-Year +8.54% 5-Year +3.01% 10-Year +4.61% CLASS C (3/1/00-2/28/10) (PERFORMANCE GRAPH) Barclays Franklin Alabama Capital Tax-Free Income Municipal Date Fund - Class C Bond Index CPI - ------------- ---------------- ---------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,228 $10,218 $10,082 4/30/2000 $10,170 $10,158 $10,088 5/31/2000 $10,120 $10,105 $10,100 6/30/2000 $10,352 $10,373 $10,153 7/31/2000 $10,474 $10,518 $10,177 8/31/2000 $10,613 $10,680 $10,177 9/30/2000 $10,531 $10,624 $10,230 10/31/2000 $10,629 $10,740 $10,247 11/30/2000 $10,708 $10,821 $10,253 12/31/2000 $10,905 $11,089 $10,247 1/31/2001 $10,906 $11,198 $10,312 2/28/2001 $10,945 $11,234 $10,353 3/31/2001 $11,010 $11,334 $10,377 4/30/2001 $10,893 $11,212 $10,418 5/31/2001 $11,004 $11,332 $10,465 6/30/2001 $11,096 $11,408 $10,483 7/31/2001 $11,270 $11,577 $10,453 8/31/2001 $11,462 $11,768 $10,453 9/30/2001 $11,414 $11,729 $10,501 10/31/2001 $11,548 $11,868 $10,465 11/30/2001 $11,477 $11,768 $10,448 12/31/2001 $11,344 $11,657 $10,406 1/31/2002 $11,475 $11,859 $10,430 2/28/2002 $11,597 $12,002 $10,471 3/31/2002 $11,416 $11,767 $10,530 4/30/2002 $11,551 $11,997 $10,589 5/31/2002 $11,634 $12,070 $10,589 6/30/2002 $11,728 $12,197 $10,595 7/31/2002 $11,876 $12,354 $10,607 8/31/2002 $11,970 $12,503 $10,642 9/30/2002 $12,242 $12,776 $10,660 10/31/2002 $12,075 $12,565 $10,677 11/30/2002 $12,043 $12,512 $10,677 12/31/2002 $12,276 $12,776 $10,654 1/31/2003 $12,264 $12,744 $10,701 2/28/2003 $12,410 $12,922 $10,783 3/31/2003 $12,433 $12,930 $10,848 4/30/2003 $12,539 $13,015 $10,824 5/31/2003 $12,808 $13,320 $10,807 6/30/2003 $12,772 $13,263 $10,819 7/31/2003 $12,302 $12,799 $10,830 8/31/2003 $12,430 $12,895 $10,872 9/30/2003 $12,787 $13,274 $10,907 10/31/2003 $12,689 $13,207 $10,895 11/30/2003 $12,816 $13,345 $10,866 12/31/2003 $12,921 $13,455 $10,854 1/31/2004 $13,007 $13,532 $10,907 2/29/2004 $13,189 $13,736 $10,966 3/31/2004 $13,164 $13,688 $11,037 4/30/2004 $12,838 $13,364 $11,072 5/31/2004 $12,801 $13,315 $11,137 6/30/2004 $12,853 $13,364 $11,172 7/31/2004 $13,009 $13,540 $11,154 8/31/2004 $13,231 $13,811 $11,160 9/30/2004 $13,306 $13,884 $11,184 10/31/2004 $13,405 $14,004 $11,243 11/30/2004 $13,296 $13,888 $11,249 12/31/2004 $13,454 $14,058 $11,207 1/31/2005 $13,585 $14,189 $11,231 2/28/2005 $13,533 $14,142 $11,296 3/31/2005 $13,464 $14,053 $11,384 4/30/2005 $13,632 $14,274 $11,461 5/31/2005 $13,710 $14,375 $11,449 6/30/2005 $13,768 $14,464 $11,455 7/31/2005 $13,718 $14,399 $11,508 8/31/2005 $13,818 $14,544 $11,567 9/30/2005 $13,732 $14,446 $11,708 10/31/2005 $13,644 $14,359 $11,731 11/30/2005 $13,698 $14,428 $11,637 12/31/2005 $13,802 $14,552 $11,590 1/31/2006 $13,820 $14,591 $11,678 2/28/2006 $13,906 $14,689 $11,702 3/31/2006 $13,844 $14,588 $11,767 4/30/2006 $13,837 $14,583 $11,867 5/31/2006 $13,868 $14,648 $11,926 6/30/2006 $13,814 $14,592 $11,949 7/31/2006 $13,942 $14,766 $11,985 8/31/2006 $14,106 $14,985 $12,008 9/30/2006 $14,198 $15,089 $11,949 10/31/2006 $14,267 $15,184 $11,885 11/30/2006 $14,382 $15,311 $11,867 12/31/2006 $14,326 $15,257 $11,885 1/31/2007 $14,282 $15,217 $11,921 2/28/2007 $14,447 $15,418 $11,985 3/31/2007 $14,405 $15,380 $12,094 4/30/2007 $14,433 $15,426 $12,172 5/31/2007 $14,375 $15,357 $12,247 6/30/2007 $14,317 $15,278 $12,270 7/31/2007 $14,398 $15,396 $12,267 8/31/2007 $14,313 $15,330 $12,245 9/30/2007 $14,519 $15,557 $12,279 10/31/2007 $14,588 $15,626 $12,305 11/30/2007 $14,670 $15,726 $12,378 12/31/2007 $14,700 $15,769 $12,370 1/31/2008 $14,793 $15,968 $12,431 2/29/2008 $14,102 $15,237 $12,467 3/31/2008 $14,519 $15,672 $12,575 4/30/2008 $14,707 $15,856 $12,652 5/31/2008 $14,817 $15,952 $12,758 6/30/2008 $14,651 $15,771 $12,887 7/31/2008 $14,672 $15,831 $12,954 8/31/2008 $14,718 $16,017 $12,903 9/30/2008 $13,934 $15,265 $12,885 10/31/2008 $13,760 $15,110 $12,755 11/30/2008 $13,711 $15,158 $12,510 12/31/2008 $13,852 $15,379 $12,381 1/31/2009 $14,126 $15,942 $12,435 2/28/2009 $14,328 $16,025 $12,497 3/31/2009 $14,315 $16,028 $12,527 4/30/2009 $14,669 $16,349 $12,558 5/31/2009 $14,798 $16,522 $12,595 6/30/2009 $14,722 $16,367 $12,703 7/31/2009 $14,867 $16,641 $12,683 8/31/2009 $15,160 $16,925 $12,711 9/30/2009 $15,766 $17,532 $12,719 10/31/2009 $15,474 $17,164 $12,731 11/30/2009 $15,479 $17,306 $12,740 12/31/2009 $15,594 $17,365 $12,718 1/31/2010 $15,627 $17,455 $12,761 2/28/2010 $15,694 $17,624 $12,764 12 | 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 2/28/10. (5.) Taxable equivalent distribution rate and yield assume the published rates as of 12/24/09 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.) The 30-day standardized yield for the month ended 2/28/10 reflects an estimated yield to maturity (assuming all portfolio securities are held to maturity). It should be regarded as an estimate of the Fund's rate of investment income, and it may not equal the Fund's actual income distribution rate (which reflects the Fund's past dividends paid to shareholders) or the income reported in the Fund's financial statements. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. In periods of market volatility, assets may decline significantly, causing total annual Fund operating expenses to become higher than the figures shown. (8.) Source: (C) 2010 Morningstar. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. To be included in the index, bonds must be fixed rate, have at least one year to final maturity and be rated investment grade (Baa3/BBB- or higher) by at least two of the following agencies: Moody's, Standard & Poor's or Fitch. 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 | 13 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. 14 | 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 9/1/09 VALUE 2/28/10 9/1/09-2/28/10 ----------------- -------------- -------------- CLASS A Actual $1,000 $1,037.50 $3.59 Hypothetical (5% return before expenses) $1,000 $1,021.27 $3.56 CLASS C Actual $1,000 $1,035.20 $6.41 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: 0.71% and C: 1.27%), multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. Annual Report | 15 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 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 Florida Tax-Free Income Fund Based on Total Long-Term Investments as of 2/28/10** (PIE CHART) AAA .................. 22.0% AA ................... 15.3% A .................... 27.4% BBB .................. 7.4% Not Rated by S&P ..... 27.9% * 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. The letter ratings are provided to indicate the creditworthiness of the Fund's bond holdings and generally can range from AAA or Aaa (highest) to Below Investment Grade (lowest). ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa 0.3% 8.6% AA or Aa 2.5% -- A 8.5% 3.0% BBB or Baa 3.3% 1.7% ---- ---- Total 14.6% 13.3% ==== ==== We are pleased to bring you Franklin Florida Tax-Free Income Fund's annual report for the fiscal year ended February 28, 2010. (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 98. 16 | Annual Report DIVIDEND DISTRIBUTIONS* Franklin Florida Tax-Free Income Fund DIVIDEND PER SHARE ------------------------------------ MONTH CLASS A CLASS B CLASS C - ----- ---------- ---------- ---------- March 2009 4.37 cents 3.86 cents 3.87 cents April 2009 4.37 cents 3.86 cents 3.87 cents May 2009 4.37 cents 3.86 cents 3.87 cents June 2009 4.37 cents 3.87 cents 3.87 cents July 2009 4.37 cents 3.87 cents 3.87 cents August 2009 4.37 cents 3.87 cents 3.87 cents September 2009 4.47 cents 3.95 cents 3.94 cents October 2009 4.47 cents 3.95 cents 3.94 cents November 2009 4.47 cents 3.95 cents 3.94 cents December 2009 4.47 cents 3.92 cents 3.92 cents January 2010 4.47 cents 3.92 cents 3.92 cents February 2010 4.47 cents 3.92 cents 3.92 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, increased from $10.90 on February 28, 2009, to $11.45 on February 28, 2010. The Fund's Class A shares paid dividends totaling 52.98 cents per share for the same period.(2) The Performance Summary beginning on page 20 shows that at the end of this reporting period the Fund's Class A shares' distribution rate was 4.48% based on an annualization of the current 4.47 cent per share dividend and the maximum offering price of $11.96 on February 28, 2010. An investor in the 2010 maximum federal income tax bracket of 35.00% would need to earn a distribution rate of 6.89% 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. (2.) All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. Annual Report | 17 PORTFOLIO BREAKDOWN Franklin Florida Tax-Free Income Fund 2/28/10 % OF TOTAL LONG-TERM INVESTMENTS* ---------------------- Prerefunded 18.1% Utilities 17.1% Transportation 13.3% Hospital & Health Care 11.7% Subject to Government Appropriations 10.9% General Obligation 9.3% Tax-Supported 8.6% Other Revenue 5.6% Housing 4.1% Higher Education 1.3% * Does not include short-term investments and other net assets. STATE UPDATE After several years of solid growth, Florida's diverse, service-based economy weakened along with the overall U.S. economy. During the reporting period, the state experienced a declining housing market, reduced access to credit and rising unemployment. Florida's housing market continued to slump, resulting in declining home values and a foreclosure rate of 12.7%, nearly three times the national average.(3) Another key factor contributing to the economic downturn was a 3.2% drop in employment during the third quarter of 2009.(3) The state's unemployment rate increased to 12.2% in February, well above the 9.7% national average.(4) Florida experienced a decline in all areas of its economy with the exception of education and health services. Additionally, the state's primary growth driver, population growth, was predicted to remain flat in 2010 as the state's in-migration pattern slows. State officials closed Florida's fiscal year 2009 budget gap through the use of budget stabilization funds, trust fund transfers, tobacco settlement funds and federal stimulus funds. The state's projected tax revenues for fiscal year 2010 were revised downward. Government officials responded quickly to this economic environment by reducing expenditures, maintaining significant reserves and adopting statewide tax and fee increases. These sound financial management practices provided some cushion against revenue shortfalls. Net tax-supported debt was $1,109 per capita and 2.8% of personal income compared with the national medians of $739 and 2.1%.(5) Independent credit rating agency Standard & Poor's (S&P) assigned Florida's general obligation bonds its highest rating of AAA with a negative outlook.(6) The rating reflected the state's swift response to declining revenues and strong reserve and income levels. The negative outlook reflected Florida's continued economic and financial pressure. In S&P's view, the state has been responsive to the recent weak environment, and its economy could begin to stabilize in 2010. (3.) Source: Standard & Poor's, "Summary: Florida; General Obligation," RATINGSDIRECT, 1/20/10. (4.) Source: Bureau of Labor Statistics. (5.) Source: Standard & Poor's, "U.S. Public Finance Report Card: 2009 State Debt Review: Significant Challenges Lie Ahead," 12/16/09. (6.) This does not indicate S&P's rating of the Fund. 18 | 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 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, 2010, 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 | 19 Performance Summary as of 2/28/10 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 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.55 $11.45 $10.90 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.5298 CLASS B (SYMBOL: FRFBX) CHANGE 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.56 $11.55 $10.99 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.4675 CLASS C (SYMBOL: FRFIX) CHANGE 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.57 $11.63 $11.06 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.4674 20 | 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) +10.09% +20.47% +69.73% Average Annual Total Return(2) +5.44% +2.90% +4.98% Avg. Ann. Total Return (3/31/10)(3) +5.42% +3.00% +4.77% Distribution Rate(4) 4.48% Taxable Equivalent Distribution Rate(5) 6.89% 30-Day Standardized Yield(6) 3.60% Taxable Equivalent Yield(5) 5.54% Total Annual Operating Expenses(7) 0.62% CLASS B 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------- Cumulative Total Return(1) +9.50% +17.27% +63.06% Average Annual Total Return(2) +5.50% +2.90% +5.01% Avg. Ann. Total Return (3/31/10)(3) +5.49% +2.99% +4.80% Distribution Rate(4) 4.09% Taxable Equivalent Distribution Rate(5) 6.29% 30-Day Standardized Yield(6) 3.20% Taxable Equivalent Yield(5) 4.92% Total Annual Operating Expenses(7) 1.17% CLASS C 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------- Cumulative Total Return(1) +9.53% +17.34% +60.99% Average Annual Total Return(2) +8.53% +3.25% +4.88% Avg. Ann. Total Return (3/31/10)(3) +8.42% +3.34% +4.65% Distribution Rate(4) 4.04% Taxable Equivalent Distribution Rate(5) 6.22% 30-Day Standardized Yield(6) 3.21% Taxable Equivalent Yield(5) 4.94% Total Annual Operating Expenses(7) 1.17% 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. FOR MOST RECENT MONTH-END PERFORMANCE, GO TO 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 2/28/10 - ------- ------- 1-Year +5.44% 5-Year +2.90% 10-Year +4.98% CLASS A (3/1/00-2/28/10) (PERFORMANCE GRAPH) FRANKLIN FLORIDA TAX-FREE BARCLAYS CAPITAL DATE INCOME FUND - CLASS A MUNICIPAL BOND INDEX CPI - ------------- ------------------------- -------------------- ------- 3/1/2000 $ 9,575 $10,000 $10,000 3/31/2000 $ 9,785 $10,218 $10,082 4/30/2000 $ 9,734 $10,158 $10,088 5/31/2000 $ 9,674 $10,105 $10,100 6/30/2000 $ 9,913 $10,373 $10,153 7/31/2000 $10,058 $10,518 $10,177 8/31/2000 $10,194 $10,680 $10,177 9/30/2000 $10,147 $10,624 $10,230 10/31/2000 $10,248 $10,740 $10,247 11/30/2000 $10,329 $10,821 $10,253 12/31/2000 $10,585 $11,089 $10,247 1/31/2001 $10,648 $11,198 $10,312 2/28/2001 $10,702 $11,234 $10,353 3/31/2001 $10,799 $11,334 $10,377 4/30/2001 $10,696 $11,212 $10,418 5/31/2001 $10,800 $11,332 $10,465 6/30/2001 $10,874 $11,408 $10,483 7/31/2001 $11,056 $11,577 $10,453 8/31/2001 $11,236 $11,768 $10,453 9/30/2001 $11,206 $11,729 $10,501 10/31/2001 $11,351 $11,868 $10,465 11/30/2001 $11,253 $11,768 $10,448 12/31/2001 $11,146 $11,657 $10,406 1/31/2002 $11,318 $11,859 $10,430 2/28/2002 $11,432 $12,002 $10,471 3/31/2002 $11,239 $11,767 $10,530 4/30/2002 $11,414 $11,997 $10,589 5/31/2002 $11,481 $12,070 $10,589 6/30/2002 $11,588 $12,197 $10,595 7/31/2002 $11,726 $12,354 $10,607 8/31/2002 $11,873 $12,503 $10,642 9/30/2002 $12,160 $12,776 $10,660 10/31/2002 $11,918 $12,565 $10,677 11/30/2002 $11,865 $12,512 $10,677 12/31/2002 $12,115 $12,776 $10,654 1/31/2003 $12,111 $12,744 $10,701 2/28/2003 $12,269 $12,922 $10,783 3/31/2003 $12,299 $12,930 $10,848 4/30/2003 $12,397 $13,015 $10,824 5/31/2003 $12,694 $13,320 $10,807 6/30/2003 $12,658 $13,263 $10,819 7/31/2003 $12,186 $12,799 $10,830 8/31/2003 $12,265 $12,895 $10,872 9/30/2003 $12,584 $13,274 $10,907 10/31/2003 $12,521 $13,207 $10,895 11/30/2003 $12,674 $13,345 $10,866 12/31/2003 $12,776 $13,455 $10,854 1/31/2004 $12,880 $13,532 $10,907 2/29/2004 $13,065 $13,736 $10,966 3/31/2004 $13,030 $13,688 $11,037 4/30/2004 $12,714 $13,364 $11,072 5/31/2004 $12,657 $13,315 $11,137 6/30/2004 $12,683 $13,364 $11,172 7/31/2004 $12,866 $13,540 $11,154 8/31/2004 $13,103 $13,811 $11,160 9/30/2004 $13,196 $13,884 $11,184 10/31/2004 $13,313 $14,004 $11,243 11/30/2004 $13,218 $13,888 $11,249 12/31/2004 $13,381 $14,058 $11,207 1/31/2005 $13,529 $14,189 $11,231 2/28/2005 $13,490 $14,142 $11,296 3/31/2005 $13,445 $14,053 $11,384 4/30/2005 $13,630 $14,274 $11,461 5/31/2005 $13,740 $14,375 $11,449 6/30/2005 $13,807 $14,464 $11,455 7/31/2005 $13,746 $14,399 $11,508 8/31/2005 $13,877 $14,544 $11,567 9/30/2005 $13,793 $14,446 $11,708 10/31/2005 $13,740 $14,359 $11,731 11/30/2005 $13,792 $14,428 $11,637 12/31/2005 $13,905 $14,552 $11,590 1/31/2006 $13,933 $14,591 $11,678 2/28/2006 $14,038 $14,689 $11,702 3/31/2006 $13,955 $14,588 $11,767 4/30/2006 $13,971 $14,583 $11,867 5/31/2006 $14,014 $14,648 $11,926 6/30/2006 $13,984 $14,592 $11,949 7/31/2006 $14,121 $14,766 $11,985 8/31/2006 $14,295 $14,985 $12,008 9/30/2006 $14,396 $15,089 $11,949 10/31/2006 $14,476 $15,184 $11,885 11/30/2006 $14,600 $15,311 $11,867 12/31/2006 $14,557 $15,257 $11,885 1/31/2007 $14,527 $15,217 $11,921 2/28/2007 $14,689 $15,418 $11,985 3/31/2007 $14,663 $15,380 $12,094 4/30/2007 $14,692 $15,426 $12,172 5/31/2007 $14,648 $15,357 $12,247 6/30/2007 $14,591 $15,278 $12,270 7/31/2007 $14,697 $15,396 $12,267 8/31/2007 $14,626 $15,330 $12,245 9/30/2007 $14,806 $15,557 $12,279 10/31/2007 $14,862 $15,626 $12,305 11/30/2007 $14,919 $15,726 $12,378 12/31/2007 $14,945 $15,769 $12,370 1/31/2008 $15,075 $15,968 $12,431 2/29/2008 $14,421 $15,237 $12,467 3/31/2008 $14,825 $15,672 $12,575 4/30/2008 $15,039 $15,856 $12,652 5/31/2008 $15,149 $15,952 $12,758 6/30/2008 $14,997 $15,771 $12,887 7/31/2008 $15,018 $15,831 $12,954 8/31/2008 $15,142 $16,017 $12,903 9/30/2008 $14,390 $15,265 $12,885 10/31/2008 $14,121 $15,110 $12,755 11/30/2008 $14,123 $15,158 $12,510 12/31/2008 $14,210 $15,379 $12,381 1/31/2009 $14,658 $15,942 $12,435 2/28/2009 $14,764 $16,025 $12,497 3/31/2009 $14,792 $16,028 $12,527 4/30/2009 $15,065 $16,349 $12,558 5/31/2009 $15,289 $16,522 $12,595 6/30/2009 $15,210 $16,367 $12,703 7/31/2009 $15,397 $16,641 $12,683 8/31/2009 $15,637 $16,925 $12,711 9/30/2009 $16,168 $17,532 $12,719 10/31/2009 $15,955 $17,164 $12,731 11/30/2009 $16,003 $17,306 $12,740 12/31/2009 $16,079 $17,365 $12,718 1/31/2010 $16,156 $17,455 $12,761 2/28/2010 $16,256 $17,624 $12,764 AVERAGE ANNUAL TOTAL RETURN CLASS B 2/28/10 - ------- ------- 1-Year +5.50% 5-Year +2.90% 10-Year +5.01% CLASS B (3/1/00-2/28/10) (PERFORMANCE GRAPH) FRANKLIN FLORIDA TAX-FREE BARCLAYS CAPITAL DATE INCOME FUND - CLASS B MUNICIPAL BOND INDEX CPI - ------------- ------------------------- -------------------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,224 $10,218 $10,082 4/30/2000 $10,166 $10,158 $10,088 5/31/2000 $10,097 $10,105 $10,100 6/30/2000 $10,352 $10,373 $10,153 7/31/2000 $10,498 $10,518 $10,177 8/31/2000 $10,634 $10,680 $10,177 9/30/2000 $10,581 $10,624 $10,230 10/31/2000 $10,681 $10,740 $10,247 11/30/2000 $10,769 $10,821 $10,253 12/31/2000 $11,021 $11,089 $10,247 1/31/2001 $11,092 $11,198 $10,312 2/28/2001 $11,142 $11,234 $10,353 3/31/2001 $11,237 $11,334 $10,377 4/30/2001 $11,135 $11,212 $10,418 5/31/2001 $11,226 $11,332 $10,465 6/30/2001 $11,299 $11,408 $10,483 7/31/2001 $11,491 $11,577 $10,453 8/31/2001 $11,673 $11,768 $10,453 9/30/2001 $11,637 $11,729 $10,501 10/31/2001 $11,772 $11,868 $10,465 11/30/2001 $11,684 $11,768 $10,448 12/31/2001 $11,568 $11,657 $10,406 1/31/2002 $11,740 $11,859 $10,430 2/28/2002 $11,853 $12,002 $10,471 3/31/2002 $11,637 $11,767 $10,530 4/30/2002 $11,811 $11,997 $10,589 5/31/2002 $11,885 $12,070 $10,589 6/30/2002 $11,990 $12,197 $10,595 7/31/2002 $12,127 $12,354 $10,607 8/31/2002 $12,273 $12,503 $10,642 9/30/2002 $12,573 $12,776 $10,660 10/31/2002 $12,307 $12,565 $10,677 11/30/2002 $12,247 $12,512 $10,677 12/31/2002 $12,509 $12,776 $10,654 1/31/2003 $12,489 $12,744 $10,701 2/28/2003 $12,656 $12,922 $10,783 3/31/2003 $12,680 $12,930 $10,848 4/30/2003 $12,775 $13,015 $10,824 5/31/2003 $13,074 $13,320 $10,807 6/30/2003 $13,031 $13,263 $10,819 7/31/2003 $12,531 $12,799 $10,830 8/31/2003 $12,617 $12,895 $10,872 9/30/2003 $12,938 $13,274 $10,907 10/31/2003 $12,866 $13,207 $10,895 11/30/2003 $13,016 $13,345 $10,866 12/31/2003 $13,115 $13,455 $10,854 1/31/2004 $13,216 $13,532 $10,907 2/29/2004 $13,411 $13,736 $10,966 3/31/2004 $13,369 $13,688 $11,037 4/30/2004 $13,030 $13,364 $11,072 5/31/2004 $12,964 $13,315 $11,137 6/30/2004 $12,984 $13,364 $11,172 7/31/2004 $13,164 $13,540 $11,154 8/31/2004 $13,409 $13,811 $11,160 9/30/2004 $13,497 $13,884 $11,184 10/31/2004 $13,610 $14,004 $11,243 11/30/2004 $13,496 $13,888 $11,249 12/31/2004 $13,678 $14,058 $11,207 1/31/2005 $13,811 $14,189 $11,231 2/28/2005 $13,765 $14,142 $11,296 3/31/2005 $13,713 $14,053 $11,384 4/30/2005 $13,905 $14,274 $11,461 5/31/2005 $13,999 $14,375 $11,449 6/30/2005 $14,071 $14,464 $11,455 7/31/2005 $13,992 $14,399 $11,508 8/31/2005 $14,118 $14,544 $11,567 9/30/2005 $14,026 $14,446 $11,708 10/31/2005 $13,967 $14,359 $11,731 11/30/2005 $14,013 $14,428 $11,637 12/31/2005 $14,133 $14,552 $11,590 1/31/2006 $14,143 $14,591 $11,678 2/28/2006 $14,244 $14,689 $11,702 3/31/2006 $14,153 $14,588 $11,767 4/30/2006 $14,163 $14,583 $11,867 5/31/2006 $14,199 $14,648 $11,926 6/30/2006 $14,163 $14,592 $11,949 7/31/2006 $14,294 $14,766 $11,985 8/31/2006 $14,474 $14,985 $12,008 9/30/2006 $14,569 $15,089 $11,949 10/31/2006 $14,643 $15,184 $11,885 11/30/2006 $14,749 $15,311 $11,867 12/31/2006 $14,711 $15,257 $11,885 1/31/2007 $14,674 $15,217 $11,921 2/28/2007 $14,831 $15,418 $11,985 3/31/2007 $14,797 $15,380 $12,094 4/30/2007 $14,819 $15,426 $12,172 5/31/2007 $14,756 $15,357 $12,247 6/30/2007 $14,705 $15,278 $12,270 7/31/2007 $14,791 $15,396 $12,267 8/31/2007 $14,713 $15,330 $12,245 9/30/2007 $14,899 $15,557 $12,279 10/31/2007 $14,949 $15,626 $12,305 11/30/2007 $14,998 $15,726 $12,378 12/31/2007 $15,017 $15,769 $12,370 1/31/2008 $15,141 $15,968 $12,431 2/29/2008 $14,471 $15,237 $12,467 3/31/2008 $14,877 $15,672 $12,575 4/30/2008 $15,092 $15,856 $12,652 5/31/2008 $15,200 $15,952 $12,758 6/30/2008 $15,049 $15,771 $12,887 7/31/2008 $15,071 $15,831 $12,954 8/31/2008 $15,191 $16,017 $12,903 9/30/2008 $14,440 $15,265 $12,885 10/31/2008 $14,170 $15,110 $12,755 11/30/2008 $14,168 $15,158 $12,510 12/31/2008 $14,259 $15,379 $12,381 1/31/2009 $14,707 $15,942 $12,435 2/28/2009 $14,813 $16,025 $12,497 3/31/2009 $14,843 $16,028 $12,527 4/30/2009 $15,118 $16,349 $12,558 5/31/2009 $15,339 $16,522 $12,595 6/30/2009 $15,264 $16,367 $12,703 7/31/2009 $15,451 $16,641 $12,683 8/31/2009 $15,692 $16,925 $12,711 9/30/2009 $16,226 $17,532 $12,719 10/31/2009 $16,010 $17,164 $12,731 11/30/2009 $16,060 $17,306 $12,740 12/31/2009 $16,136 $17,365 $12,718 1/31/2010 $16,210 $17,455 $12,761 2/28/2010 $16,306 $17,624 $12,764 22 | Annual Report Performance Summary (CONTINUED) CLASS C (3/1/00-2/28/10) (PERFORMANCE GRAPH) FRANKLIN FLORIDA TAX-FREE BARCLAYS CAPITAL DATE INCOME FUND - CLASS C MUNICIPAL BOND INDEX CPI - ------------- ------------------------- -------------------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,222 $10,218 $10,082 4/30/2000 $10,156 $10,158 $10,088 5/31/2000 $10,089 $10,105 $10,100 6/30/2000 $10,341 $10,373 $10,153 7/31/2000 $10,487 $10,518 $10,177 8/31/2000 $10,622 $10,680 $10,177 9/30/2000 $10,569 $10,624 $10,230 10/31/2000 $10,668 $10,740 $10,247 11/30/2000 $10,756 $10,821 $10,253 12/31/2000 $11,006 $11,089 $10,247 1/31/2001 $11,076 $11,198 $10,312 2/28/2001 $11,126 $11,234 $10,353 3/31/2001 $11,220 $11,334 $10,377 4/30/2001 $11,110 $11,212 $10,418 5/31/2001 $11,201 $11,332 $10,465 6/30/2001 $11,282 $11,408 $10,483 7/31/2001 $11,463 $11,577 $10,453 8/31/2001 $11,643 $11,768 $10,453 9/30/2001 $11,608 $11,729 $10,501 10/31/2001 $11,751 $11,868 $10,465 11/30/2001 $11,655 $11,768 $10,448 12/31/2001 $11,530 $11,657 $10,406 1/31/2002 $11,711 $11,859 $10,430 2/28/2002 $11,823 $12,002 $10,471 3/31/2002 $11,609 $11,767 $10,530 4/30/2002 $11,782 $11,997 $10,589 5/31/2002 $11,846 $12,070 $10,589 6/30/2002 $11,950 $12,197 $10,595 7/31/2002 $12,096 $12,354 $10,607 8/31/2002 $12,240 $12,503 $10,642 9/30/2002 $12,538 $12,776 $10,660 10/31/2002 $12,275 $12,565 $10,677 11/30/2002 $12,215 $12,512 $10,677 12/31/2002 $12,475 $12,776 $10,654 1/31/2003 $12,455 $12,744 $10,701 2/28/2003 $12,611 $12,922 $10,783 3/31/2003 $12,636 $12,930 $10,848 4/30/2003 $12,741 $13,015 $10,824 5/31/2003 $13,027 $13,320 $10,807 6/30/2003 $12,994 $13,263 $10,819 7/31/2003 $12,497 $12,799 $10,830 8/31/2003 $12,571 $12,895 $10,872 9/30/2003 $12,899 $13,274 $10,907 10/31/2003 $12,828 $13,207 $10,895 11/30/2003 $12,976 $13,345 $10,866 12/31/2003 $13,074 $13,455 $10,854 1/31/2004 $13,175 $13,532 $10,907 2/29/2004 $13,357 $13,736 $10,966 3/31/2004 $13,316 $13,688 $11,037 4/30/2004 $12,992 $13,364 $11,072 5/31/2004 $12,928 $13,315 $11,137 6/30/2004 $12,948 $13,364 $11,172 7/31/2004 $13,125 $13,540 $11,154 8/31/2004 $13,357 $13,811 $11,160 9/30/2004 $13,444 $13,884 $11,184 10/31/2004 $13,566 $14,004 $11,243 11/30/2004 $13,453 $13,888 $11,249 12/31/2004 $13,622 $14,058 $11,207 1/31/2005 $13,765 $14,189 $11,231 2/28/2005 $13,720 $14,142 $11,296 3/31/2005 $13,668 $14,053 $11,384 4/30/2005 $13,858 $14,274 $11,461 5/31/2005 $13,963 $14,375 $11,449 6/30/2005 $14,023 $14,464 $11,455 7/31/2005 $13,956 $14,399 $11,508 8/31/2005 $14,081 $14,544 $11,567 9/30/2005 $13,990 $14,446 $11,708 10/31/2005 $13,919 $14,359 $11,731 11/30/2005 $13,976 $14,428 $11,637 12/31/2005 $14,083 $14,552 $11,590 1/31/2006 $14,105 $14,591 $11,678 2/28/2006 $14,193 $14,689 $11,702 3/31/2006 $14,103 $14,588 $11,767 4/30/2006 $14,125 $14,583 $11,867 5/31/2006 $14,160 $14,648 $11,926 6/30/2006 $14,112 $14,592 $11,949 7/31/2006 $14,254 $14,766 $11,985 8/31/2006 $14,421 $14,985 $12,008 9/30/2006 $14,515 $15,089 $11,949 10/31/2006 $14,588 $15,184 $11,885 11/30/2006 $14,706 $15,311 $11,867 12/31/2006 $14,668 $15,257 $11,885 1/31/2007 $14,619 $15,217 $11,921 2/28/2007 $14,786 $15,418 $11,985 3/31/2007 $14,753 $15,380 $12,094 4/30/2007 $14,775 $15,426 $12,172 5/31/2007 $14,712 $15,357 $12,247 6/30/2007 $14,661 $15,278 $12,270 7/31/2007 $14,747 $15,396 $12,267 8/31/2007 $14,670 $15,330 $12,245 9/30/2007 $14,842 $15,557 $12,279 10/31/2007 $14,904 $15,626 $12,305 11/30/2007 $14,954 $15,726 $12,378 12/31/2007 $14,973 $15,769 $12,370 1/31/2008 $15,095 $15,968 $12,431 2/29/2008 $14,429 $15,237 $12,467 3/31/2008 $14,834 $15,672 $12,575 4/30/2008 $15,037 $15,856 $12,652 5/31/2008 $15,139 $15,952 $12,758 6/30/2008 $14,982 $15,771 $12,887 7/31/2008 $14,996 $15,831 $12,954 8/31/2008 $15,111 $16,017 $12,903 9/30/2008 $14,352 $15,265 $12,885 10/31/2008 $14,080 $15,110 $12,755 11/30/2008 $14,075 $15,158 $12,510 12/31/2008 $14,154 $15,379 $12,381 1/31/2009 $14,601 $15,942 $12,435 2/28/2009 $14,700 $16,025 $12,497 3/31/2009 $14,719 $16,028 $12,527 4/30/2009 $14,981 $16,349 $12,558 5/31/2009 $15,194 $16,522 $12,595 6/30/2009 $15,110 $16,367 $12,703 7/31/2009 $15,299 $16,641 $12,683 8/31/2009 $15,527 $16,925 $12,711 9/30/2009 $16,040 $17,532 $12,719 10/31/2009 $15,824 $17,164 $12,731 11/30/2009 $15,863 $17,306 $12,740 12/31/2009 $15,930 $17,365 $12,718 1/31/2010 $15,998 $17,455 $12,761 2/28/2010 $16,099 $17,624 $12,764 AVERAGE ANNUAL TOTAL RETURN CLASS C 2/28/10 - ------- ------- 1-Year +8.53% 5-Year +3.25% 10-Year +4.88% 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 2/28/10. (5.) Taxable equivalent distribution rate and yield assume the 2010 maximum federal income tax rate of 35.00%. (6.) The 30-day standardized yield for the month ended 2/28/10 reflects an estimated yield to maturity (assuming all portfolio securities are held to maturity). It should be regarded as an estimate of the Fund's rate of investment income, and it may not equal the Fund's actual income distribution rate (which reflects the Fund's past dividends paid to shareholders) or the income reported in the Fund's financial statements. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. In periods of market volatility, assets may decline significantly, causing total annual Fund operating expenses to become higher than the figures shown. (8.) Source: (C) 2010 Morningstar. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. To be included in the index, bonds must be fixed rate, have at least one year to final maturity and be rated investment grade (Baa3/BBB- or higher) by at least two of the following agencies: Moody's, Standard & Poor's or Fitch. 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 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. 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 CLASS A VALUE 9/1/09 VALUE 2/28/10 PERIOD* 9/1/09-2/28/10 - ------- ----------------- -------------- ---------------------- Actual $1,000 $1,039.30 $3.19 Hypothetical (5% return before expenses) $1,000 $1,021.67 $3.16 CLASS B Actual $1,000 $1,037.10 $5.91 Hypothetical (5% return before expenses) $1,000 $1,018.99 $5.86 CLASS C Actual $1,000 $1,036.80 $5.91 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: 0.63%; 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 | 25 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 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 Georgia Tax-Free Income Fund 2/28/10 % OF TOTAL RATINGS LONG-TERM INVESTMENTS** - ------- ----------------------- AAA 26.5% AA 28.7% A 25.5% BBB 1.4% Below Investment Grade 0.8% Not Rated by S&P 17.1% * 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. The letter ratings are provided to indicate the creditworthiness of the Fund's bond holdings and generally can range from AAA or Aaa (highest) to Below Investment Grade (lowest). ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa -- 1.9% AA or Aa 2.7% -- A 6.8% 2.0% BBB or Baa 2.8% 0.9% ---- --- Total 12.3% 4.8% ==== === We are pleased to bring you Franklin Georgia Tax-Free Income Fund's annual report for the fiscal year ended February 28, 2010. (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. 26 | Annual Report DIVIDEND DISTRIBUTIONS* Franklin Georgia Tax-Free Income Fund DIVIDEND PER SHARE ----------------------- MONTH CLASS A CLASS C - ----- ---------- ---------- March 2009 4.20 cents 3.69 cents April 2009 4.20 cents 3.69 cents May 2009 4.20 cents 3.69 cents June 2009 4.15 cents 3.63 cents July 2009 4.15 cents 3.63 cents August 2009 4.15 cents 3.63 cents September 2009 4.15 cents 3.60 cents October 2009 4.15 cents 3.60 cents November 2009 4.15 cents 3.60 cents December 2009 4.15 cents 3.58 cents January 2010 4.15 cents 3.58 cents February 2010 4.15 cents 3.58 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, increased from $11.24 on February 28, 2009, to $11.92 on February 28, 2010. The Fund's Class A shares paid dividends totaling 49.89 cents per share for the same period.(2) The Performance Summary beginning on page 30 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 4.12 cent per share dividend and the maximum offering price of $12.45 on February 28, 2010. An investor in the 2010 maximum combined effective federal and Georgia personal income tax bracket of 38.90% would need to earn a distribution rate of 6.50% 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. During the year under review, renewed investor interest in municipal bonds and limited new-issue supply tended to reduce the Fund's income, which caused dividends to decline slightly. (2.) All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. Annual Report | 27 STATE UPDATE During the reporting period, Georgia's well-diversified economy continued to feel the effects of the national recession, particularly in employment and real estate. In 2009, Georgia's once robust job market suffered among the largest number of job losses in the nation. At period-end, the local unemployment rate reached 10.5%, the highest level in decades, compared with the 9.7% national rate.(3) Most sectors shed jobs, and construction and manufacturing were hard hit. The only gains were in the education and health services sector and leisure and hospitality sector. Georgia's once prosperous real estate market weakened further, but the decline in home sales moderated from 2008 levels largely due to lower inventory levels and the federal government's first-time home buyer's incentive. The state's finances during the reporting period clearly reflected the recession. The governor revised downward his fiscal year 2009 revenue forecast in response to a decline in general fund revenues compared with 2008. The state used federal stimulus funds to address budgetary pressures and implemented across-the-board departmental reductions, eliminated fiscal year 2009 pay raises and cut contributions to the state health benefit plan. The budget for fiscal year 2010 was originally adopted in May 2009 and assumed a slight decline in revenues compared with fiscal year 2009. Government officials were forced to revise the budget several times, however, due to continued weak revenue collections. In February 2010, the state senate approved an amended fiscal year 2010 budget after agreeing to slash $1.2 billion in spending and issue additional furlough days to teachers and state employees.(4) Georgia's net tax-supported debt was manageable at $866 per capita and 2.5% of personal income, compared with the $739 and 2.1% national medians.(5) Independent credit rating agency Standard & Poor's (S&P) assigned Georgia's general obligation debt its highest rating of AAA with a stable outlook.(6) The rating and outlook reflected S&P's assessment that the state was well positioned to recover in the medium term, and that it would continue to closely monitor revenue and expenditure trends and take necessary action to ensure long-term structural balance. (3.) Source: Bureau of Labor Statistics. (4) Source: THE ATLANTA JOURNAL-CONSTITUTION, "Senate Approves Mid-Year Budget," 2/18/10. (5) Source: Standard & Poor's, "U.S. Public Finance Report Card: 2009 State Debt Review: Significant Challenges Lie Ahead," 12/16/09. (6.) This does not indicate S&P's rating of the Fund. 28 | 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 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, 2010, 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 Georgia Tax-Free Income Fund 2/28/10 % OF TOTAL LONG-TERM INVESTMENTS* ---------------------- Utilities** 30.6% Subject to Government Appropriations 15.2% Hospital & Health Care 13.7% General Obligation 12.8% Higher Education 8.3% Prerefunded 7.3% Tax-Supported 4.6% Transportation 4.3% Housing 2.6% Other Revenue 0.3% 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. Annual Report | 29 Performance Summary as of 2/28/10 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 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.68 $11.92 $11.24 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.4989 CLASS C (SYMBOL: FGAIX) CHANGE 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.70 $12.05 $11.35 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.4343 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) +10.66% +20.87% +68.87% Average Annual Total Return(2) +5.95% +2.97% +4.92% Avg. Ann. Total Return (3/31/10)(3) +6.02% +3.11% +4.70% Distribution Rate(4) 3.97% Taxable Equivalent Distribution Rate(5) 6.50% 30-Day Standardized Yield(6) 3.51% Taxable Equivalent Yield(5) 5.74% Total Annual Operating Expenses(7) 0.69% CLASS C 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------- Cumulative Total Return(1) +10.14% +17.66% +59.99% Average Annual Total Return(2) +9.14% +3.31% +4.81% Avg. Ann. Total Return (3/31/10)(3) +9.11% +3.46% +4.59% Distribution Rate(4) 3.53% Taxable Equivalent Distribution Rate(5) 5.78% 30-Day Standardized Yield(6) 3.14% Taxable Equivalent Yield(5) 5.14% 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, GO TO franklintempleton.com OR CALL (800) 342-5236. 30 | 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 (3/1/00-2/28/10) (PERFORMANCE GRAPH) FRANKLIN GEORGIA TAX-FREE INCOME BARCLAYS CAPITAL DATE FUND - CLASS A MUNICIPAL BOND INDEX CPI - ---------- ---------------- -------------------- ------- 3/1/2000 $ 9,575 $10,000 $10,000 3/31/2000 $ 9,799 $10,218 $10,082 4/30/2000 $ 9,757 $10,158 $10,088 5/31/2000 $ 9,698 $10,105 $10,100 6/30/2000 $ 9,952 $10,373 $10,153 7/31/2000 $10,066 $10,518 $10,177 8/31/2000 $10,225 $10,680 $10,177 9/30/2000 $10,151 $10,624 $10,230 10/31/2000 $10,277 $10,740 $10,247 11/30/2000 $10,365 $10,821 $10,253 12/31/2000 $10,615 $11,089 $10,247 1/31/2001 $10,677 $11,198 $10,312 2/28/2001 $10,717 $11,234 $10,353 3/31/2001 $10,820 $11,334 $10,377 4/30/2001 $10,709 $11,212 $10,418 5/31/2001 $10,800 $11,332 $10,465 6/30/2001 $10,888 $11,408 $10,483 7/31/2001 $11,048 $11,577 $10,453 8/31/2001 $11,224 $11,768 $10,453 9/30/2001 $11,145 $11,729 $10,501 10/31/2001 $11,304 $11,868 $10,465 11/30/2001 $11,215 $11,768 $10,448 12/31/2001 $11,109 $11,657 $10,406 1/31/2002 $11,249 $11,859 $10,430 2/28/2002 $11,377 $12,002 $10,471 3/31/2002 $11,185 $11,767 $10,530 4/30/2002 $11,328 $11,997 $10,589 5/31/2002 $11,384 $12,070 $10,589 6/30/2002 $11,476 $12,197 $10,595 7/31/2002 $11,610 $12,354 $10,607 8/31/2002 $11,714 $12,503 $10,642 9/30/2002 $11,966 $12,776 $10,660 10/31/2002 $11,718 $12,565 $10,677 11/30/2002 $11,694 $12,512 $10,677 12/31/2002 $11,931 $12,776 $10,654 1/31/2003 $11,909 $12,744 $10,701 2/28/2003 $12,062 $12,922 $10,783 3/31/2003 $12,073 $12,930 $10,848 4/30/2003 $12,200 $13,015 $10,824 5/31/2003 $12,489 $13,320 $10,807 6/30/2003 $12,514 $13,263 $10,819 7/31/2003 $11,999 $12,799 $10,830 8/31/2003 $12,105 $12,895 $10,872 9/30/2003 $12,461 $13,274 $10,907 10/31/2003 $12,365 $13,207 $10,895 11/30/2003 $12,501 $13,345 $10,866 12/31/2003 $12,623 $13,455 $10,854 1/31/2004 $12,721 $13,532 $10,907 2/29/2004 $12,909 $13,736 $10,966 3/31/2004 $12,873 $13,688 $11,037 4/30/2004 $12,549 $13,364 $11,072 5/31/2004 $12,502 $13,315 $11,137 6/30/2004 $12,548 $13,364 $11,172 7/31/2004 $12,712 $13,540 $11,154 8/31/2004 $12,953 $13,811 $11,160 9/30/2004 $13,043 $13,884 $11,184 10/31/2004 $13,176 $14,004 $11,243 11/30/2004 $13,040 $13,888 $11,249 12/31/2004 $13,240 $14,058 $11,207 1/31/2005 $13,428 $14,189 $11,231 2/28/2005 $13,377 $14,142 $11,296 3/31/2005 $13,306 $14,053 $11,384 4/30/2005 $13,516 $14,274 $11,461 5/31/2005 $13,622 $14,375 $11,449 6/30/2005 $13,672 $14,464 $11,455 7/31/2005 $13,619 $14,399 $11,508 8/31/2005 $13,769 $14,544 $11,567 9/30/2005 $13,659 $14,446 $11,708 10/31/2005 $13,570 $14,359 $11,731 11/30/2005 $13,630 $14,428 $11,637 12/31/2005 $13,769 $14,552 $11,590 1/31/2006 $13,789 $14,591 $11,678 2/28/2006 $13,900 $14,689 $11,702 3/31/2006 $13,803 $14,588 $11,767 4/30/2006 $13,805 $14,583 $11,867 5/31/2006 $13,843 $14,648 $11,926 6/30/2006 $13,784 $14,592 $11,949 7/31/2006 $13,915 $14,766 $11,985 8/31/2006 $14,126 $14,985 $12,008 9/30/2006 $14,231 $15,089 $11,949 10/31/2006 $14,316 $15,184 $11,885 11/30/2006 $14,468 $15,311 $11,867 12/31/2006 $14,411 $15,257 $11,885 1/31/2007 $14,378 $15,217 $11,921 2/28/2007 $14,566 $15,418 $11,985 3/31/2007 $14,500 $15,380 $12,094 4/30/2007 $14,536 $15,426 $12,172 5/31/2007 $14,467 $15,357 $12,247 6/30/2007 $14,394 $15,278 $12,270 7/31/2007 $14,504 $15,396 $12,267 8/31/2007 $14,408 $15,330 $12,245 9/30/2007 $14,616 $15,557 $12,279 10/31/2007 $14,680 $15,626 $12,305 11/30/2007 $14,741 $15,726 $12,378 12/31/2007 $14,791 $15,769 $12,370 1/31/2008 $14,889 $15,968 $12,431 2/29/2008 $14,133 $15,237 $12,467 3/31/2008 $14,608 $15,672 $12,575 4/30/2008 $14,844 $15,856 $12,652 5/31/2008 $14,961 $15,952 $12,758 6/30/2008 $14,824 $15,771 $12,887 7/31/2008 $14,827 $15,831 $12,954 8/31/2008 $14,945 $16,017 $12,903 9/30/2008 $14,069 $15,265 $12,885 10/31/2008 $13,948 $15,110 $12,755 11/30/2008 $13,769 $15,158 $12,510 12/31/2008 $14,005 $15,379 $12,381 1/31/2009 $14,419 $15,942 $12,435 2/28/2009 $14,612 $16,025 $12,497 3/31/2009 $14,633 $16,028 $12,527 4/30/2009 $14,972 $16,349 $12,558 5/31/2009 $15,185 $16,522 $12,595 6/30/2009 $15,094 $16,367 $12,703 7/31/2009 $15,255 $16,641 $12,683 8/31/2009 $15,521 $16,925 $12,711 9/30/2009 $16,159 $17,532 $12,719 10/31/2009 $15,818 $17,164 $12,731 11/30/2009 $15,872 $17,306 $12,740 12/31/2009 $15,994 $17,365 $12,718 1/31/2010 $16,051 $17,455 $12,761 2/28/2010 $16,168 $17,624 $12,764 AVERAGE ANNUAL TOTAL RETURN CLASS A 2/28/10 - ------- ------- 1-Year +5.95% 5-Year +2.97% 10-Year +4.92% CLASS C (3/1/00-2/28/10) (PERFORMANCE GRAPH) FRANKLIN GEORGIA TAX-FREE INCOME BARCLAYS CAPITAL DATE FUND - CLASS C MUNICIPAL BOND INDEX CPI - ---------- ---------------- -------------------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,228 $10,218 $10,082 4/30/2000 $10,180 $10,158 $10,088 5/31/2000 $10,114 $10,105 $10,100 6/30/2000 $10,373 $10,373 $10,153 7/31/2000 $10,496 $10,518 $10,177 8/31/2000 $10,647 $10,680 $10,177 9/30/2000 $10,566 $10,624 $10,230 10/31/2000 $10,692 $10,740 $10,247 11/30/2000 $10,778 $10,821 $10,253 12/31/2000 $11,041 $11,089 $10,247 1/31/2001 $11,099 $11,198 $10,312 2/28/2001 $11,136 $11,234 $10,353 3/31/2001 $11,236 $11,334 $10,377 4/30/2001 $11,107 $11,212 $10,418 5/31/2001 $11,205 $11,332 $10,465 6/30/2001 $11,291 $11,408 $10,483 7/31/2001 $11,450 $11,577 $10,453 8/31/2001 $11,626 $11,768 $10,453 9/30/2001 $11,540 $11,729 $10,501 10/31/2001 $11,698 $11,868 $10,465 11/30/2001 $11,601 $11,768 $10,448 12/31/2001 $11,487 $11,657 $10,406 1/31/2002 $11,625 $11,859 $10,430 2/28/2002 $11,751 $12,002 $10,471 3/31/2002 $11,549 $11,767 $10,530 4/30/2002 $11,699 $11,997 $10,589 5/31/2002 $11,741 $12,070 $10,589 6/30/2002 $11,841 $12,197 $10,595 7/31/2002 $11,973 $12,354 $10,607 8/31/2002 $12,074 $12,503 $10,642 9/30/2002 $12,337 $12,776 $10,660 10/31/2002 $12,068 $12,565 $10,677 11/30/2002 $12,027 $12,512 $10,677 12/31/2002 $12,274 $12,776 $10,654 1/31/2003 $12,246 $12,744 $10,701 2/28/2003 $12,397 $12,922 $10,783 3/31/2003 $12,402 $12,930 $10,848 4/30/2003 $12,527 $13,015 $10,824 5/31/2003 $12,826 $13,320 $10,807 6/30/2003 $12,835 $13,263 $10,819 7/31/2003 $12,304 $12,799 $10,830 8/31/2003 $12,406 $12,895 $10,872 9/30/2003 $12,772 $13,274 $10,907 10/31/2003 $12,657 $13,207 $10,895 11/30/2003 $12,800 $13,345 $10,866 12/31/2003 $12,918 $13,455 $10,854 1/31/2004 $13,001 $13,532 $10,907 2/29/2004 $13,198 $13,736 $10,966 3/31/2004 $13,155 $13,688 $11,037 4/30/2004 $12,821 $13,364 $11,072 5/31/2004 $12,767 $13,315 $11,137 6/30/2004 $12,797 $13,364 $11,172 7/31/2004 $12,968 $13,540 $11,154 8/31/2004 $13,206 $13,811 $11,160 9/30/2004 $13,291 $13,884 $11,184 10/31/2004 $13,419 $14,004 $11,243 11/30/2004 $13,276 $13,888 $11,249 12/31/2004 $13,471 $14,058 $11,207 1/31/2005 $13,666 $14,189 $11,231 2/28/2005 $13,597 $14,142 $11,296 3/31/2005 $13,519 $14,053 $11,384 4/30/2005 $13,736 $14,274 $11,461 5/31/2005 $13,837 $14,375 $11,449 6/30/2005 $13,880 $14,464 $11,455 7/31/2005 $13,821 $14,399 $11,508 8/31/2005 $13,965 $14,544 $11,567 9/30/2005 $13,848 $14,446 $11,708 10/31/2005 $13,741 $14,359 $11,731 11/30/2005 $13,806 $14,428 $11,637 12/31/2005 $13,939 $14,552 $11,590 1/31/2006 $13,942 $14,591 $11,678 2/28/2006 $14,059 $14,689 $11,702 3/31/2006 $13,943 $14,588 $11,767 4/30/2006 $13,937 $14,583 $11,867 5/31/2006 $13,980 $14,648 $11,926 6/30/2006 $13,904 $14,592 $11,949 7/31/2006 $14,040 $14,766 $11,985 8/31/2006 $14,245 $14,985 $12,008 9/30/2006 $14,343 $15,089 $11,949 10/31/2006 $14,421 $15,184 $11,885 11/30/2006 $14,578 $15,311 $11,867 12/31/2006 $14,515 $15,257 $11,885 1/31/2007 $14,475 $15,217 $11,921 2/28/2007 $14,644 $15,418 $11,985 3/31/2007 $14,583 $15,380 $12,094 4/30/2007 $14,601 $15,426 $12,172 5/31/2007 $14,525 $15,357 $12,247 6/30/2007 $14,446 $15,278 $12,270 7/31/2007 $14,549 $15,396 $12,267 8/31/2007 $14,446 $15,330 $12,245 9/30/2007 $14,658 $15,557 $12,279 10/31/2007 $14,703 $15,626 $12,305 11/30/2007 $14,769 $15,726 $12,378 12/31/2007 $14,799 $15,769 $12,370 1/31/2008 $14,903 $15,968 $12,431 2/29/2008 $14,134 $15,237 $12,467 3/31/2008 $14,610 $15,672 $12,575 4/30/2008 $14,837 $15,856 $12,652 5/31/2008 $14,945 $15,952 $12,758 6/30/2008 $14,803 $15,771 $12,887 7/31/2008 $14,799 $15,831 $12,954 8/31/2008 $14,896 $16,017 $12,903 9/30/2008 $14,038 $15,265 $12,885 10/31/2008 $13,898 $15,110 $12,755 11/30/2008 $13,702 $15,158 $12,510 12/31/2008 $13,942 $15,379 $12,381 1/31/2009 $14,356 $15,942 $12,435 2/28/2009 $14,528 $16,025 $12,497 3/31/2009 $14,553 $16,028 $12,527 4/30/2009 $14,881 $16,349 $12,558 5/31/2009 $15,084 $16,522 $12,595 6/30/2009 $14,988 $16,367 $12,703 7/31/2009 $15,139 $16,641 $12,683 8/31/2009 $15,394 $16,925 $12,711 9/30/2009 $16,026 $17,532 $12,719 10/31/2009 $15,670 $17,164 $12,731 11/30/2009 $15,716 $17,306 $12,740 12/31/2009 $15,829 $17,365 $12,718 1/31/2010 $15,890 $17,455 $12,761 2/28/2010 $15,999 $17,624 $12,764 AVERAGE ANNUAL TOTAL RETURN CLASS C 2/28/10 - ------- ------- 1-Year +9.14% 5-Year +3.31% 10-Year +4.81% Annual Report | 31 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 2/28/10. (5.) Taxable equivalent distribution rate and yield assume the published rates as of 12/24/09 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.) The 30-day standardized yield for the month ended 2/28/10 reflects an estimated yield to maturity (assuming all portfolio securities are held to maturity). It should be regarded as an estimate of the Fund's rate of investment income, and it may not equal the Fund's actual income distribution rate (which reflects the Fund's past dividends paid to shareholders) or the income reported in the Fund's financial statements. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. In periods of market volatility, assets may decline significantly, causing total annual Fund operating expenses to become higher than the figures shown. (8.) Source: (C) 2010 Morningstar. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. To be included in the index, bonds must be fixed rate, have at least one year to final maturity and be rated investment grade (Baa3/BBB- or higher) by at least two of the following agencies: Moody's, Standard & Poor's or Fitch. The Consumer Price Index (CPI), calculated by the U.S. Bureau of Labor Statistics, is a commonly used measure of the inflation rate. 32 | 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 | 33 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 9/1/09 VALUE 2/28/10 PERIOD* 9/1/09-2/28/10 - ------- ----------------- -------------- ---------------------- Actual $1,000 $1,041.80 $3.49 Hypothetical (5% return before expenses) $1,000 $1,021.37 $3.46 CLASS C Actual $1,000 $1,039.30 $6.27 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. 34 | 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 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 Kentucky Tax-Free Income Fund Based on Total Long-Term Investments as of 2/28/10** (PIE CHART) AAA ...................... 14.2% AA ....................... 27.2% A ........................ 17.5% BBB ...................... 13.9% Below Investment Grade ... 1.0% 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. The letter ratings are provided to indicate the creditworthiness of the Fund's bond holdings and generally can range from AAA or Aaa (highest) to Below Investment Grade (lowest). ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AA or Aa 12.9% 2.6% A 5.4% 0.8% BBB or Baa 3.9% 0.6% ---- --- Total 22.2% 4.0% ==== === We are pleased to bring you Franklin Kentucky Tax-Free Income Fund's annual report for the fiscal year ended February 28, 2010. 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 $10.50 on February 28, 2009, to $11.15 on February 28, 2010. 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 113. Annual Report | 35 DIVIDEND DISTRIBUTIONS* Franklin Kentucky Tax-Free Income Fund Class A MONTH DIVIDEND PER SHARE - ----- ------------------ March 2009 3.95 cents April 2009 3.95 cents May 2009 3.95 cents June 2009 3.95 cents July 2009 3.95 cents August 2009 3.95 cents September 2009 3.90 cents October 2009 3.90 cents November 2009 3.90 cents December 2009 3.90 cents January 2010 3.90 cents February 2010 3.90 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. Class A shares paid dividends totaling 47.01 cents per share for the same period.(2) The Performance Summary beginning on page 38 shows that at the end of this reporting period the Fund's Class A shares' distribution rate was 3.92%. An investor in the 2010 maximum combined effective federal and Kentucky personal income tax bracket of 38.90% would need to earn a distribution rate of 6.42% from a taxable investment to match the Fund's Class A tax-free distribution rate. During the year under review, renewed investor interest in municipal bonds and limited new-issue supply tended to reduce the Fund's income, which caused dividends to decline slightly. COMMONWEALTH UPDATE During the reporting period, Kentucky's economy, which historically lags the nation in total employment, population and personal income growth, continued to feel the effects of the national recession. Ford and Toyota are major employers in the commonwealth, which rendered the local manufacturing-based economy vulnerable to automobile industry slowdowns. As consumer demand for cars and trucks waned, the local unemployment rate rose until it reached a 27-year high of 10.9% at period-end, which was higher than the 9.7% national rate.(3) In early 2010, Toyota issued a massive product recall due to safety concerns about accelerator pedals on several models. The recall forced Toyota to issue worker furloughs at its plant in Georgetown. The state's construction, manufacturing and mining and logging sectors suffered the greatest job losses. The government sector, professional and business services sector, and education and health services sector, however, slightly expanded. Although the first half of fiscal year 2009 showed revenue growth, revenue collections lagged in the second half, and legislators responded by issuing midyear cost adjustments and a tax increase. Revenue collections continued to weaken, and state officials announced a $108 million dollar budget gap for fiscal year 2010.(4) Near period-end, the governor proposed addressing the shortfall by cutting spending, transferring funds from state programs with unallocated funds and using federal stimulus funds. (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: LEXINGTON HERALD-LEADER, "Beshear Plugs Budget Shortfall," 1/5/10. 36 | Annual Report PORTFOLIO BREAKDOWN Franklin Kentucky Tax-Free Income Fund 2/28/10 % OF TOTAL LONG-TERM INVESTMENTS* ------------ Utilities** 30.4% Subject to Government Appropriations 22.3% Prerefunded 10.2% Transportation 9.1% General Obligation 8.7% Hospital & Health Care 8.6% Higher Education 6.7% Other Revenue 2.8% Housing 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. Kentucky's net tax-supported debt was $1,210 per capita and 3.8% of personal income, compared with the $739 and 2.1% national medians.(5) Independent credit rating agency Standard & Poor's assigned the commonwealth's general obligation debt a rating of AA- and revised its outlook to stable from positive.(6) The rating reflected Kentucky's stable, yet weakening, economic base, good fiscal management practices and adequate financial position. The outlook revision reflected the recession's effects on the commonwealth's budget and reserve levels. 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, 2010, 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. (5.) Source: Standard & Poor's, "U.S. Public Finance Report Card: 2009 State Debt Review: Significant Challenges Lie Ahead," 12/16/09. (6.) This does not indicate Standard & Poor's rating of the Fund. Annual Report | 37 Performance Summary as of 2/28/10 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 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.65 $11.15 $10.50 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.4701 PERFORMANCE 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(1) +10.85% +20.33% +66.97% Average Annual Total Return(2) +6.10% +2.87% +4.81% Avg. Ann. Total Return (3/31/10)(3) +5.38% +2.97% +4.55% Distribution Rate(4) 3.92% Taxable Equivalent Distribution Rate(5) 6.42% 30-Day Standardized Yield(6) 3.20% Taxable Equivalent Yield(5) 5.24% Total Annual Operating Expenses(7) 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, GO TO franklintempleton.com OR CALL (800) 342-5236. 38 | 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 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 (3/1/00-2/28/10) (PERFORMANCE GRAPH) FRANKLIN KENTUCKY BARCLAYS CAPITAL TAX-FREE INCOME MUNICIPAL BOND DATE FUND - CLASS A INDEX CPI - ------------- ----------------- ---------------- ------- 3/1/2000 $ 9,575 $10,000 $10,000 3/31/2000 $ 9,811 $10,218 $10,082 4/30/2000 $ 9,709 $10,158 $10,088 5/31/2000 $ 9,598 $10,105 $10,100 6/30/2000 $ 9,865 $10,373 $10,153 7/31/2000 $10,034 $10,518 $10,177 8/31/2000 $10,201 $10,680 $10,177 9/30/2000 $10,122 $10,624 $10,230 10/31/2000 $10,244 $10,740 $10,247 11/30/2000 $10,336 $10,821 $10,253 12/31/2000 $10,621 $11,089 $10,247 1/31/2001 $10,666 $11,198 $10,312 2/28/2001 $10,690 $11,234 $10,353 3/31/2001 $10,798 $11,334 $10,377 4/30/2001 $10,659 $11,212 $10,418 5/31/2001 $10,774 $11,332 $10,465 6/30/2001 $10,879 $11,408 $10,483 7/31/2001 $11,046 $11,577 $10,453 8/31/2001 $11,211 $11,768 $10,453 9/30/2001 $11,089 $11,729 $10,501 10/31/2001 $11,247 $11,868 $10,465 11/30/2001 $11,160 $11,768 $10,448 12/31/2001 $11,043 $11,657 $10,406 1/31/2002 $11,206 $11,859 $10,430 2/28/2002 $11,341 $12,002 $10,471 3/31/2002 $11,165 $11,767 $10,530 4/30/2002 $11,343 $11,997 $10,589 5/31/2002 $11,409 $12,070 $10,589 6/30/2002 $11,536 $12,197 $10,595 7/31/2002 $11,666 $12,354 $10,607 8/31/2002 $11,773 $12,503 $10,642 9/30/2002 $11,984 $12,776 $10,660 10/31/2002 $11,739 $12,565 $10,677 11/30/2002 $11,700 $12,512 $10,677 12/31/2002 $11,956 $12,776 $10,654 1/31/2003 $11,905 $12,744 $10,701 2/28/2003 $12,064 $12,922 $10,783 3/31/2003 $12,058 $12,930 $10,848 4/30/2003 $12,124 $13,015 $10,824 5/31/2003 $12,418 $13,320 $10,807 6/30/2003 $12,375 $13,263 $10,819 7/31/2003 $11,878 $12,799 $10,830 8/31/2003 $11,988 $12,895 $10,872 9/30/2003 $12,392 $13,274 $10,907 10/31/2003 $12,320 $13,207 $10,895 11/30/2003 $12,452 $13,345 $10,866 12/31/2003 $12,575 $13,455 $10,854 1/31/2004 $12,645 $13,532 $10,907 2/29/2004 $12,843 $13,736 $10,966 3/31/2004 $12,834 $13,688 $11,037 4/30/2004 $12,512 $13,364 $11,072 5/31/2004 $12,425 $13,315 $11,137 6/30/2004 $12,480 $13,364 $11,172 7/31/2004 $12,663 $13,540 $11,154 8/31/2004 $12,879 $13,811 $11,160 9/30/2004 $12,946 $13,884 $11,184 10/31/2004 $13,083 $14,004 $11,243 11/30/2004 $12,989 $13,888 $11,249 12/31/2004 $13,163 $14,058 $11,207 1/31/2005 $13,322 $14,189 $11,231 2/28/2005 $13,286 $14,142 $11,296 3/31/2005 $13,219 $14,053 $11,384 4/30/2005 $13,438 $14,274 $11,461 5/31/2005 $13,521 $14,375 $11,449 6/30/2005 $13,582 $14,464 $11,455 7/31/2005 $13,535 $14,399 $11,508 8/31/2005 $13,663 $14,544 $11,567 9/30/2005 $13,580 $14,446 $11,708 10/31/2005 $13,494 $14,359 $11,731 11/30/2005 $13,551 $14,428 $11,637 12/31/2005 $13,684 $14,552 $11,590 1/31/2006 $13,705 $14,591 $11,678 2/28/2006 $13,819 $14,689 $11,702 3/31/2006 $13,724 $14,588 $11,767 4/30/2006 $13,709 $14,583 $11,867 5/31/2006 $13,757 $14,648 $11,926 6/30/2006 $13,730 $14,592 $11,949 7/31/2006 $13,863 $14,766 $11,985 8/31/2006 $14,046 $14,985 $12,008 9/30/2006 $14,142 $15,089 $11,949 10/31/2006 $14,228 $15,184 $11,885 11/30/2006 $14,360 $15,311 $11,867 12/31/2006 $14,307 $15,257 $11,885 1/31/2007 $14,279 $15,217 $11,921 2/28/2007 $14,451 $15,418 $11,985 3/31/2007 $14,401 $15,380 $12,094 4/30/2007 $14,435 $15,426 $12,172 5/31/2007 $14,368 $15,357 $12,247 6/30/2007 $14,289 $15,278 $12,270 7/31/2007 $14,376 $15,396 $12,267 8/31/2007 $14,256 $15,330 $12,245 9/30/2007 $14,471 $15,557 $12,279 10/31/2007 $14,546 $15,626 $12,305 11/30/2007 $14,582 $15,726 $12,378 12/31/2007 $14,592 $15,769 $12,370 1/31/2008 $14,666 $15,968 $12,431 2/29/2008 $13,900 $15,237 $12,467 3/31/2008 $14,357 $15,672 $12,575 4/30/2008 $14,605 $15,856 $12,652 5/31/2008 $14,723 $15,952 $12,758 6/30/2008 $14,612 $15,771 $12,887 7/31/2008 $14,586 $15,831 $12,954 8/31/2008 $14,705 $16,017 $12,903 9/30/2008 $13,950 $15,265 $12,885 10/31/2008 $13,739 $15,110 $12,755 11/30/2008 $13,681 $15,158 $12,510 12/31/2008 $13,790 $15,379 $12,381 1/31/2009 $14,199 $15,942 $12,435 2/28/2009 $14,425 $16,025 $12,497 3/31/2009 $14,515 $16,028 $12,527 4/30/2009 $14,870 $16,349 $12,558 5/31/2009 $15,021 $16,522 $12,595 6/30/2009 $14,936 $16,367 $12,703 7/31/2009 $15,077 $16,641 $12,683 8/31/2009 $15,341 $16,925 $12,711 9/30/2009 $15,886 $17,532 $12,719 10/31/2009 $15,676 $17,164 $12,731 11/30/2009 $15,702 $17,306 $12,740 12/31/2009 $15,785 $17,365 $12,718 1/31/2010 $15,869 $17,455 $12,761 2/28/2010 $15,991 $17,624 $12,764 AVERAGE ANNUAL TOTAL RETURN CLASS A 2/28/10 - ------- ------- 1-Year +6.10% 5-Year +2.87% 10-Year +4.81% 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.) 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 3.80 cent per share current monthly dividend and the maximum offering price of $11.64 per share on 2/28/10. (5.) Taxable equivalent distribution rate and yield assume the published rates as of 12/24/09 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%. (6.) The 30-day standardized yield for the month ended 2/28/10 reflects an estimated yield to maturity (assuming all portfolio securities are held to maturity). It should be regarded as an estimate of the Fund's rate of investment income, and it may not equal the Fund's actual income distribution rate (which reflects the Fund's past dividends paid to shareholders) or the income reported in the Fund's financial statements. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. In periods of market volatility, assets may decline significantly, causing total annual Fund operating expenses to become higher than the figures shown. (8.) Source: (C) 2010 Morningstar. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. To be included in the index, bonds must be fixed rate, have at least one year to final maturity and be rated investment grade (Baa3/BBB- or higher) by at least two of the following agencies: Moody's, Standard & Poor's or Fitch. 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 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. 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 CLASS A VALUE 9/1/09 VALUE 2/28/10 PERIOD* 9/1/09-2/28/10 - ------- ----------------- -------------- ---------------------- Actual $1,000 $1,042.10 $3.85 Hypothetical (5% return before expenses) $1,000 $1,021.03 $3.81 * Expenses are calculated using the most recent six-month annualized expense ratio of 0.76%, multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. Annual Report | 41 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 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 Louisiana Tax-Free Income Fund 2/28/10 % OF TOTAL LONG-TERM RATINGS INVESTMENTS** - ------- ------------- AAA 21.3% AA 10.1% A 37.7% BBB 12.2% Below Investment Grade 0.8% Not Rated by S&P 17.9% * 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. The letter ratings are provided to indicate the creditworthiness of the Fund's bond holdings and generally can range from AAA or Aaa (highest) to Below Investment Grade (lowest). ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa 3.4% 0.9% A 3.4% 2.9% BBB or Baa 3.6% 3.7% ---- --- Total 10.4% 7.5% ==== === We are pleased to bring you Franklin Louisiana Tax-Free Income Fund's annual report for the fiscal year ended February 28, 2010. 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 $10.43 on February 28, 2009, to $11.28 on February 28, 2010. 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 119. 42 | Annual Report DIVIDEND DISTRIBUTIONS* Franklin Louisiana Tax-Free Income Fund DIVIDEND PER SHARE ----------------------- MONTH CLASS A CLASS C - ----- ---------- ---------- March 2009 3.99 cents 3.55 cents April 2009 3.99 cents 3.55 cents May 2009 3.99 cents 3.55 cents June 2009 3.99 cents 3.49 cents July 2009 3.99 cents 3.49 cents August 2009 3.99 cents 3.49 cents September 2009 4.12 cents 3.59 cents October 2009 4.12 cents 3.59 cents November 2009 4.12 cents 3.59 cents December 2009 4.02 cents 3.48 cents January 2010 4.02 cents 3.48 cents February 2010 4.02 cents 3.48 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 48.29 cents per share for the same period.(2) The Performance Summary beginning on page 46 shows that at the end of this reporting period the Fund's Class A shares' distribution rate was 4.05% based on an annualization of the current 3.98 cent per share dividend and the maximum offering price of $11.78 on February 28, 2010. An investor in the 2010 maximum combined effective federal and Louisiana personal income tax bracket of 38.90% 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 Although Louisiana's economy faced challenges during the reporting period, it enjoyed a strong financial position relative to many other states. The high energy prices and post-hurricane rebuilding funds that formerly buttressed the local economy continued to wane and caused the state's unemployment rate to (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 Louisiana Tax-Free Income Fund 2/28/10 % OF TOTAL LONG-TERM INVESTMENTS* ---------------------- Tax-Supported 18.8% Utilities 17.9% General Obligation 10.0% Subject to Government Appropriations 9.4% Transportation 9.0% Other Revenue 8.8% Hospital & Health Care 8.0% Higher Education 6.4% Prerefunded 5.5% Housing 4.1% Corporate-Backed 2.1% * Does not include short-term investments and other net assets. reach 7.3% at period-end.(3) This rate, although low compared to the 9.7% national rate, was among the highest since 1994, excluding the period affected by Hurricane Katrina.(3) Most of Louisiana's job losses came from the mining and logging, manufacturing, and construction sectors. The education and health services sector and leisure and hospitality sector, however, expanded slightly. The state's real estate market also fared better than most of the nation's. Louisiana did not experience the housing price boom observed in the rest of the country in recent years. As a result, local home prices did not decline as severely as in other states, although housing construction levels fell. Fueled by strong revenue collections, Louisiana was one of the few states that had a budget surplus in fiscal year 2009. The state's rainy day fund balance reached its statutory cap at the end of that fiscal year. Revenue collections, however, dropped off in fiscal year 2010 due to decreases in oil prices and hurricane-recovery effort spending as well as the effects of the recession. The budget for fiscal year 2010 was balanced but reflected these revenue declines in the form of a 14.7% decrease in general fund spending.(4) Louisiana also laid off state workers, mostly from the health and corrections fields, to reduce spending. The state plans to receive $3.6 billion in federal stimulus funds, which it will use to fund general fund expenditures.(4) Louisiana's net tax-supported debt was $635 per capita and 1.8% of personal income, which was lower than the $739 and 2.1% national medians.(5) Independent credit rating agency Standard & Poor's assigned the state's general obligation bonds a rating of AA- with a stable outlook.(6) The rating and outlook reflected Louisiana's economic activity and employment levels, which performed better than the nation's, strong reserve levels and constitutional and statutory provisions that have restrained the state's ability to incur debt. (3.) Source: Bureau of Labor Statistics. (4.) Source: Standard & Poor's, "State Review: Louisiana," RATINGSDIRECT, 1/4/10. (5.) Source: Standard & Poor's, "U.S. Public Finance Report Card: 2009 State Debt Review: Significant Challenges Lie Ahead," 12/16/09. (6.) This does not indicate Standard & Poor's rating of the Fund. 44 | 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 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, 2010, 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 | 45 Performance Summary as of 2/28/10 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 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.85 $11.28 $10.43 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.4829 CLASS C (SYMBOL: FLAIX) CHANGE 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.87 $11.41 $10.54 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.4225 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) +12.99% +19.78% +68.76% Average Annual Total Return(2) +8.22% +2.78% +4.91% Avg. Ann. Total Return (3/31/10)(3) +8.18% +2.93% +4.68% Distribution Rate(4) 4.05% Taxable Equivalent Distribution Rate(5) 6.63% 30-Day Standardized Yield(6) 3.66% Taxable Equivalent Yield(5) 5.99% Total Annual Operating Expenses(7) 0.71% CLASS C 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------- Cumulative Total Return(1) +12.44% +16.54% +59.84% Average Annual Total Return(2) +11.44% +3.11% +4.80% Avg. Ann. Total Return (3/31/10)(3) +11.29% +3.25% +4.57% Distribution Rate(4) 3.61% Taxable Equivalent Distribution Rate(5) 5.91% 30-Day Standardized Yield(6) 3.28% Taxable Equivalent Yield(5) 5.37% 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, GO TO 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. CLASS A (3/1/00-2/28/10) (PERFORMANCE GRAPH) FRANKLIN LOUISIANA TAX-FREE BARCLAYS CAPITAL MUNICIPAL DATE INCOME FUND - CLASS A BOND INDEX CPI - ---------- --------------------------- -------------------------- ------- 3/1/2000 $ 9,575 $10,000 $10,000 3/31/2000 $ 9,809 $10,218 $10,082 4/30/2000 $ 9,746 $10,158 $10,088 5/31/2000 $ 9,682 $10,105 $10,100 6/30/2000 $ 9,929 $10,373 $10,153 7/31/2000 $10,059 $10,518 $10,177 8/31/2000 $10,215 $10,680 $10,177 9/30/2000 $10,166 $10,624 $10,230 10/31/2000 $10,286 $10,740 $10,247 11/30/2000 $10,396 $10,821 $10,253 12/31/2000 $10,650 $11,089 $10,247 1/31/2001 $10,694 $11,198 $10,312 2/28/2001 $10,728 $11,234 $10,353 3/31/2001 $10,816 $11,334 $10,377 4/30/2001 $10,708 $11,212 $10,418 5/31/2001 $10,822 $11,332 $10,465 6/30/2001 $10,886 $11,408 $10,483 7/31/2001 $11,070 $11,577 $10,453 8/31/2001 $11,233 $11,768 $10,453 9/30/2001 $11,191 $11,729 $10,501 10/31/2001 $11,367 $11,868 $10,465 11/30/2001 $11,292 $11,768 $10,448 12/31/2001 $11,170 $11,657 $10,406 1/31/2002 $11,325 $11,859 $10,430 2/28/2002 $11,450 $12,002 $10,471 3/31/2002 $11,269 $11,767 $10,530 4/30/2002 $11,456 $11,997 $10,589 5/31/2002 $11,503 $12,070 $10,589 6/30/2002 $11,621 $12,197 $10,595 7/31/2002 $11,751 $12,354 $10,607 8/31/2002 $11,849 $12,503 $10,642 9/30/2002 $12,090 $12,776 $10,660 10/31/2002 $11,901 $12,565 $10,677 11/30/2002 $11,866 $12,512 $10,677 12/31/2002 $12,092 $12,776 $10,654 1/31/2003 $12,066 $12,744 $10,701 2/28/2003 $12,196 $12,922 $10,783 3/31/2003 $12,215 $12,930 $10,848 4/30/2003 $12,304 $13,015 $10,824 5/31/2003 $12,588 $13,320 $10,807 6/30/2003 $12,539 $13,263 $10,819 7/31/2003 $12,082 $12,799 $10,830 8/31/2003 $12,215 $12,895 $10,872 9/30/2003 $12,574 $13,274 $10,907 10/31/2003 $12,484 $13,207 $10,895 11/30/2003 $12,605 $13,345 $10,866 12/31/2003 $12,718 $13,455 $10,854 1/31/2004 $12,889 $13,532 $10,907 2/29/2004 $13,054 $13,736 $10,966 3/31/2004 $13,036 $13,688 $11,037 4/30/2004 $12,730 $13,364 $11,072 5/31/2004 $12,712 $13,315 $11,137 6/30/2004 $12,747 $13,364 $11,172 7/31/2004 $12,909 $13,540 $11,154 8/31/2004 $13,137 $13,811 $11,160 9/30/2004 $13,206 $13,884 $11,184 10/31/2004 $13,346 $14,004 $11,243 11/30/2004 $13,221 $13,888 $11,249 12/31/2004 $13,396 $14,058 $11,207 1/31/2005 $13,545 $14,189 $11,231 2/28/2005 $13,489 $14,142 $11,296 3/31/2005 $13,428 $14,053 $11,384 4/30/2005 $13,625 $14,274 $11,461 5/31/2005 $13,711 $14,375 $11,449 6/30/2005 $13,775 $14,464 $11,455 7/31/2005 $13,720 $14,399 $11,508 8/31/2005 $13,827 $14,544 $11,567 9/30/2005 $13,665 $14,446 $11,708 10/31/2005 $13,570 $14,359 $11,731 11/30/2005 $13,642 $14,428 $11,637 12/31/2005 $13,765 $14,552 $11,590 1/31/2006 $13,789 $14,591 $11,678 2/28/2006 $13,893 $14,689 $11,702 3/31/2006 $13,814 $14,588 $11,767 4/30/2006 $13,814 $14,583 $11,867 5/31/2006 $13,865 $14,648 $11,926 6/30/2006 $13,878 $14,592 $11,949 7/31/2006 $14,001 $14,766 $11,985 8/31/2006 $14,199 $14,985 $12,008 9/30/2006 $14,297 $15,089 $11,949 10/31/2006 $14,387 $15,184 $11,885 11/30/2006 $14,509 $15,311 $11,867 12/31/2006 $14,471 $15,257 $11,885 1/31/2007 $14,446 $15,217 $11,921 2/28/2007 $14,607 $15,418 $11,985 3/31/2007 $14,561 $15,380 $12,094 4/30/2007 $14,610 $15,426 $12,172 5/31/2007 $14,560 $15,357 $12,247 6/30/2007 $14,508 $15,278 $12,270 7/31/2007 $14,597 $15,396 $12,267 8/31/2007 $14,532 $15,330 $12,245 9/30/2007 $14,710 $15,557 $12,279 10/31/2007 $14,774 $15,626 $12,305 11/30/2007 $14,839 $15,726 $12,378 12/31/2007 $14,863 $15,769 $12,370 1/31/2008 $14,899 $15,968 $12,431 2/29/2008 $14,085 $15,237 $12,467 3/31/2008 $14,569 $15,672 $12,575 4/30/2008 $14,820 $15,856 $12,652 5/31/2008 $14,913 $15,952 $12,758 6/30/2008 $14,778 $15,771 $12,887 7/31/2008 $14,767 $15,831 $12,954 8/31/2008 $14,875 $16,017 $12,903 9/30/2008 $13,961 $15,265 $12,885 10/31/2008 $13,750 $15,110 $12,755 11/30/2008 $13,490 $15,158 $12,510 12/31/2008 $13,668 $15,379 $12,381 1/31/2009 $14,049 $15,942 $12,435 2/28/2009 $14,302 $16,025 $12,497 3/31/2009 $14,338 $16,028 $12,527 4/30/2009 $14,816 $16,349 $12,558 5/31/2009 $15,037 $16,522 $12,595 6/30/2009 $14,938 $16,367 $12,703 7/31/2009 $15,094 $16,641 $12,683 8/31/2009 $15,401 $16,925 $12,711 9/30/2009 $16,060 $17,532 $12,719 10/31/2009 $15,755 $17,164 $12,731 11/30/2009 $15,826 $17,306 $12,740 12/31/2009 $15,953 $17,365 $12,718 1/31/2010 $16,025 $17,455 $12,761 2/28/2010 $16,156 $17,624 $12,764 AVERAGE ANNUAL TOTAL RETURN CLASS A 2/28/10 - ------- ------- 1-Year +8.22% 5-Year +2.78% 10-Year +4.91% CLASS C (3/1/00-2/28/10) (PERFORMANCE GRAPH) FRANKLIN LOUISIANA TAX-FREE BARCLAYS CAPITAL DATE INCOME FUND - CLASS C MUNICIPAL BOND INDEX CPI - ---------- --------------------------- -------------------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,238 $10,218 $10,082 4/30/2000 $10,168 $10,158 $10,088 5/31/2000 $10,097 $10,105 $10,100 6/30/2000 $10,348 $10,373 $10,153 7/31/2000 $10,478 $10,518 $10,177 8/31/2000 $10,645 $10,680 $10,177 9/30/2000 $10,579 $10,624 $10,230 10/31/2000 $10,699 $10,740 $10,247 11/30/2000 $10,807 $10,821 $10,253 12/31/2000 $11,074 $11,089 $10,247 1/31/2001 $11,115 $11,198 $10,312 2/28/2001 $11,145 $11,234 $10,353 3/31/2001 $11,230 $11,334 $10,377 4/30/2001 $11,113 $11,212 $10,418 5/31/2001 $11,225 $11,332 $10,465 6/30/2001 $11,296 $11,408 $10,483 7/31/2001 $11,471 $11,577 $10,453 8/31/2001 $11,644 $11,768 $10,453 9/30/2001 $11,585 $11,729 $10,501 10/31/2001 $11,760 $11,868 $10,465 11/30/2001 $11,689 $11,768 $10,448 12/31/2001 $11,547 $11,657 $10,406 1/31/2002 $11,701 $11,859 $10,430 2/28/2002 $11,834 $12,002 $10,471 3/31/2002 $11,643 $11,767 $10,530 4/30/2002 $11,829 $11,997 $10,589 5/31/2002 $11,872 $12,070 $10,589 6/30/2002 $11,987 $12,197 $10,595 7/31/2002 $12,114 $12,354 $10,607 8/31/2002 $12,209 $12,503 $10,642 9/30/2002 $12,451 $12,776 $10,660 10/31/2002 $12,252 $12,565 $10,677 11/30/2002 $12,221 $12,512 $10,677 12/31/2002 $12,435 $12,776 $10,654 1/31/2003 $12,414 $12,744 $10,701 2/28/2003 $12,542 $12,922 $10,783 3/31/2003 $12,556 $12,930 $10,848 4/30/2003 $12,641 $13,015 $10,824 5/31/2003 $12,925 $13,320 $10,807 6/30/2003 $12,867 $13,263 $10,819 7/31/2003 $12,396 $12,799 $10,830 8/31/2003 $12,514 $12,895 $10,872 9/30/2003 $12,883 $13,274 $10,907 10/31/2003 $12,774 $13,207 $10,895 11/30/2003 $12,902 $13,345 $10,866 12/31/2003 $13,011 $13,455 $10,854 1/31/2004 $13,177 $13,532 $10,907 2/29/2004 $13,339 $13,736 $10,966 3/31/2004 $13,314 $13,688 $11,037 4/30/2004 $13,009 $13,364 $11,072 5/31/2004 $12,973 $13,315 $11,137 6/30/2004 $13,014 $13,364 $11,172 7/31/2004 $13,160 $13,540 $11,154 8/31/2004 $13,385 $13,811 $11,160 9/30/2004 $13,461 $13,884 $11,184 10/31/2004 $13,584 $14,004 $11,243 11/30/2004 $13,452 $13,888 $11,249 12/31/2004 $13,634 $14,058 $11,207 1/31/2005 $13,778 $14,189 $11,231 2/28/2005 $13,716 $14,142 $11,296 3/31/2005 $13,646 $14,053 $11,384 4/30/2005 $13,839 $14,274 $11,461 5/31/2005 $13,918 $14,375 $11,449 6/30/2005 $13,977 $14,464 $11,455 7/31/2005 $13,915 $14,399 $11,508 8/31/2005 $14,028 $14,544 $11,567 9/30/2005 $13,847 $14,446 $11,708 10/31/2005 $13,746 $14,359 $11,731 11/30/2005 $13,812 $14,428 $11,637 12/31/2005 $13,928 $14,552 $11,590 1/31/2006 $13,946 $14,591 $11,678 2/28/2006 $14,045 $14,689 $11,702 3/31/2006 $13,959 $14,588 $11,767 4/30/2006 $13,952 $14,583 $11,867 5/31/2006 $13,996 $14,648 $11,926 6/30/2006 $14,003 $14,592 $11,949 7/31/2006 $14,120 $14,766 $11,985 8/31/2006 $14,323 $14,985 $12,008 9/30/2006 $14,415 $15,089 $11,949 10/31/2006 $14,485 $15,184 $11,885 11/30/2006 $14,613 $15,311 $11,867 12/31/2006 $14,569 $15,257 $11,885 1/31/2007 $14,538 $15,217 $11,921 2/28/2007 $14,692 $15,418 $11,985 3/31/2007 $14,639 $15,380 $12,094 4/30/2007 $14,681 $15,426 $12,172 5/31/2007 $14,611 $15,357 $12,247 6/30/2007 $14,565 $15,278 $12,270 7/31/2007 $14,647 $15,396 $12,267 8/31/2007 $14,562 $15,330 $12,245 9/30/2007 $14,745 $15,557 $12,279 10/31/2007 $14,802 $15,626 $12,305 11/30/2007 $14,859 $15,726 $12,378 12/31/2007 $14,877 $15,769 $12,370 1/31/2008 $14,906 $15,968 $12,431 2/29/2008 $14,081 $15,237 $12,467 3/31/2008 $14,566 $15,672 $12,575 4/30/2008 $14,807 $15,856 $12,652 5/31/2008 $14,891 $15,952 $12,758 6/30/2008 $14,751 $15,771 $12,887 7/31/2008 $14,734 $15,831 $12,954 8/31/2008 $14,833 $16,017 $12,903 9/30/2008 $13,924 $15,265 $12,885 10/31/2008 $13,695 $15,110 $12,755 11/30/2008 $13,433 $15,158 $12,510 12/31/2008 $13,603 $15,379 $12,381 1/31/2009 $13,973 $15,942 $12,435 2/28/2009 $14,217 $16,025 $12,497 3/31/2009 $14,259 $16,028 $12,527 4/30/2009 $14,724 $16,349 $12,558 5/31/2009 $14,935 $16,522 $12,595 6/30/2009 $14,831 $16,367 $12,703 7/31/2009 $14,976 $16,641 $12,683 8/31/2009 $15,285 $16,925 $12,711 9/30/2009 $15,924 $17,532 $12,719 10/31/2009 $15,618 $17,164 $12,731 11/30/2009 $15,680 $17,306 $12,740 12/31/2009 $15,797 $17,365 $12,718 1/31/2010 $15,859 $17,455 $12,761 2/28/2010 $15,984 $17,624 $12,764 AVERAGE ANNUAL TOTAL RETURN CLASS C 2/28/10 - ------- ------- 1-Year +11.44% 5-Year +3.11% 10-Year +4.80% Annual Report | 47 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 2/28/10. (5.) Taxable equivalent distribution rate and yield assume the published rates as of 12/24/09 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.) The 30-day standardized yield for the month ended 2/28/10 reflects an estimated yield to maturity (assuming all portfolio securities are held to maturity). It should be regarded as an estimate of the Fund's rate of investment income, and it may not equal the Fund's actual income distribution rate (which reflects the Fund's past dividends paid to shareholders) or the income reported in the Fund's financial statements. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. In periods of market volatility, assets may decline significantly, causing total annual Fund operating expenses to become higher than the figures shown. (8.) Source: (C) 2010 Morningstar. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. To be included in the index, bonds must be fixed rate, have at least one year to final maturity and be rated investment grade (Baa3/BBB- or higher) by at least two of the following agencies: Moody's, Standard & Poor's or Fitch. 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 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 | 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 9/1/09 VALUE 2/28/10 PERIOD* 9/1/09-2/28/10 ----------------- -------------- ---------------------- CLASS A Actual $1,000 $1,049.20 $3.51 Hypothetical (5% return before expenses) $1,000 $1,021.37 $3.46 CLASS C Actual $1,000 $1,045.70 $6.29 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. 50 | 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 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 Maryland Tax-Free Income Fund Based on Total Long-Term Investments as of 2/28/10** (PIE CHART) AAA ..................... 28.9% AA ...................... 14.4% A ....................... 16.5% BBB ..................... 15.5% Below Investment Grade .. 3.6% Not Rated by S&P ........ 21.1% * 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. The letter ratings are provided to indicate the creditworthiness of the Fund's bond holdings and generally can range from AAA or Aaa (highest) to Below Investment Grade (lowest). ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa -- 4.5% AA or Aa 4.6% -- A 3.8% -- BBB or Baa 4.4% 3.8% ---- --- Total 12.8% 8.3% ==== === We are pleased to bring you Franklin Maryland Tax-Free Income Fund's annual report for the fiscal year ended February 28, 2010. (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 126. Annual Report | 51 DIVIDEND DISTRIBUTIONS* Franklin Maryland Tax-Free Income Fund DIVIDEND PER SHARE ----------------------------------------- MONTH CLASS A CLASS C ADVISOR CLASS** - ----- ---------- ---------- --------------- March 2009 4.12 cents 3.66 cents -- April 2009 4.12 cents 3.66 cents -- May 2009 4.12 cents 3.66 cents -- June 2009 4.12 cents 3.63 cents -- July 2009 4.12 cents 3.63 cents 2.70 cents August 2009 4.12 cents 3.63 cents 4.20 cents September 2009 4.12 cents 3.61 cents 4.27 cents October 2009 4.12 cents 3.61 cents 4.27 cents November 2009 4.12 cents 3.61 cents 4.27 cents December 2009 4.05 cents 3.50 cents 4.10 cents January 2010 4.05 cents 3.50 cents 4.10 cents February 2010 4.05 cents 3.50 cents 4.10 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 7/1/09, 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, increased from $10.35 on February 28, 2009, to $11.30 on February 28, 2010. The Fund's Class A shares paid dividends totaling 49.14 cents per share for the same period.(2) The Performance Summary beginning on page 55 shows that at the end of this reporting period the Fund's Class A shares' distribution rate was 4.07% based on an annualization of the current 4.00 cent per share dividend and the maximum offering price of $11.80 on February 28, 2010. An investor in the 2010 maximum combined effective federal and Maryland state and local personal income tax bracket of 41.14% 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 and Advisor shares' performance, please see the Performance Summary. During the year under review, renewed investor interest in municipal bonds and limited new-issue supply tended to reduce the Fund's income, which caused dividends to decline slightly. (2.) All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. 52 | Annual Report PORTFOLIO BREAKDOWN Franklin Maryland Tax-Free Income Fund 2/28/10 % OF TOTAL LONG-TERM INVESTMENTS* ---------------------- Hospital & Health Care 19.9% General Obligation 15.0% Higher Education 13.1% Prerefunded 12.0% Utilities 11.6% Transportation 10.0% Housing 6.8% Tax-Supported 4.9% Other Revenue 4.7% Subject to Government Appropriations 1.7% Corporate-Backed 0.3% * Does not include short-term investments and other net assets. STATE UPDATE Maryland's broad, diverse economy showed relative strength compared with the national economy during the reporting period. The state benefited from a mature infrastructure and steady net in-migration of well-educated workers. The national recession, however, took a toll on employment, and Maryland recorded an unemployment rate of 7.7% at period-end, compared with 9.7% for the nation.(3) This local unemployment rate was a 27-year high, and the mining, logging and construction sector and the financial activities sector were hard hit.(3) Only the education and health services sector grew. Maryland proactively responded to the economic challenges of fiscal year 2009 with a variety of financial and debt management policies. The governor employed fund transfers and budget reductions in many areas to achieve a balanced budget. The federal government's stimulus package also aided the state, helping reduce the impact of the economic decline. In fiscal year 2010, Maryland's elevated unemployment levels caused tax revenues to shrink and pressure the budget. State officials made several downward revenue revisions, and in December 2009, they estimated a revenue shortfall of $700 million for the adopted budget.(4) The governor proposed closing this gap through fund transfers, tax increases, spending cuts and new bond issuance. State officials also focused on maintaining reserve funds that were drawn down during the period. Maryland's net tax-supported debt was $1,346 per capita and 2.8% of personal income, compared with the $739 and 2.1% national medians.(5) Independent 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. (3.) Source: Bureau of Labor Statistics. (4.) Source: Standard & Poor's, "Maryland; General Obligation," RATINGSDIRECT, 2/18/10. (5.) Source: Standard & Poor's, "U.S. Public Finance Report Card: 2009 State Debt Review: Significant Challenges Lie Ahead," 12/16/09. (6.) These do not indicate ratings of the Fund. Annual Report | 53 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 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, 2010, 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. 54 | Annual Report Performance Summary as of 2/28/10 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 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.95 $11.30 $10.35 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.4914 CLASS C (SYMBOL: FMDIX) CHANGE 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.96 $11.46 $10.50 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.4311 ADVISOR CLASS (SYMBOL: N/A) CHANGE 2/28/10 7/1/09 - --------------------------- ------ ------- ------- Net Asset Value (NAV) +$0.61 $11.30 $10.69 DISTRIBUTIONS (7/2/09-2/28/10) Dividend Income $0.3259 Annual Report | 55 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 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) +14.17% +19.00% +67.02% Average Annual Total Return(2) +9.31% +2.65% +4.81% Avg. Ann. Total Return (3/31/10)(3) +9.15% +2.77% +4.59% Distribution Rate(4) 4.07% Taxable Equivalent Distribution Rate(5) 6.92% 30-Day Standardized Yield(6) 3.62% Taxable Equivalent Yield(5) 6.15% Total Annual Operating Expenses(7) 0.67% CLASS C 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------- Cumulative Total Return(1) +13.45% +15.81% +58.17% Average Annual Total Return(2) +12.45% +2.98% +4.69% Avg. Ann. Total Return (3/31/10)(3) +12.49% +3.10% +4.48% Distribution Rate(4) 3.61% Taxable Equivalent Distribution Rate(5) 6.13% 30-Day Standardized Yield(6) 3.24% Taxable Equivalent Yield(5) 5.50% Total Annual Operating Expenses(7) 1.22% ADVISOR CLASS(8) 1-YEAR 5-YEAR 10-YEAR - ---------------- ------ ------ ------- Cumulative Total Return(1) +14.22% +19.06% +67.10% Average Annual Total Return(2) +14.22% +3.55% +5.27% Avg. Ann. Total Return (3/31/10)(3) +14.07% +3.68% +5.05% Distribution Rate(4) 4.33% Taxable Equivalent Distribution Rate(5) 7.36% 30-Day Standardized Yield(6) 3.87% Taxable Equivalent Yield(5) 6.58% Total Annual Operating Expenses(7) 0.57% PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. FOR MOST RECENT MONTH-END PERFORMANCE, GO TO franklintempleton.com OR CALL (800) 342-5236. 56 | 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 (3/1/00-2/28/10) (PERFORMANCE GRAPH) FRANKLIN MARYLAND TAX-FREE BARCLAYS CAPITAL DATE INCOME FUND - CLASS A MUNICIPAL BOND INDEX CPI - ---------- -------------------------- -------------------- ------- 3/1/2000 $ 9,575 $10,000 $10,000 3/31/2000 $ 9,796 $10,218 $10,082 4/30/2000 $ 9,768 $10,158 $10,088 5/31/2000 $ 9,684 $10,105 $10,100 6/30/2000 $ 9,927 $10,373 $10,153 7/31/2000 $10,082 $10,518 $10,177 8/31/2000 $10,255 $10,680 $10,177 9/30/2000 $10,223 $10,624 $10,230 10/31/2000 $10,323 $10,740 $10,247 11/30/2000 $10,412 $10,821 $10,253 12/31/2000 $10,643 $11,089 $10,247 1/31/2001 $10,705 $11,198 $10,312 2/28/2001 $10,766 $11,234 $10,353 3/31/2001 $10,843 $11,334 $10,377 4/30/2001 $10,754 $11,212 $10,418 5/31/2001 $10,846 $11,332 $10,465 6/30/2001 $10,938 $11,408 $10,483 7/31/2001 $11,090 $11,577 $10,453 8/31/2001 $11,261 $11,768 $10,453 9/30/2001 $11,228 $11,729 $10,501 10/31/2001 $11,362 $11,868 $10,465 11/30/2001 $11,287 $11,768 $10,448 12/31/2001 $11,185 $11,657 $10,406 1/31/2002 $11,336 $11,859 $10,430 2/28/2002 $11,459 $12,002 $10,471 3/31/2002 $11,269 $11,767 $10,530 4/30/2002 $11,444 $11,997 $10,589 5/31/2002 $11,560 $12,070 $10,589 6/30/2002 $11,656 $12,197 $10,595 7/31/2002 $11,794 $12,354 $10,607 8/31/2002 $11,911 $12,503 $10,642 9/30/2002 $12,139 $12,776 $10,660 10/31/2002 $11,941 $12,565 $10,677 11/30/2002 $11,916 $12,512 $10,677 12/31/2002 $12,138 $12,776 $10,654 1/31/2003 $12,142 $12,744 $10,701 2/28/2003 $12,280 $12,922 $10,783 3/31/2003 $12,299 $12,930 $10,848 4/30/2003 $12,396 $13,015 $10,824 5/31/2003 $12,655 $13,320 $10,807 6/30/2003 $12,616 $13,263 $10,819 7/31/2003 $12,175 $12,799 $10,830 8/31/2003 $12,286 $12,895 $10,872 9/30/2003 $12,565 $13,274 $10,907 10/31/2003 $12,509 $13,207 $10,895 11/30/2003 $12,640 $13,345 $10,866 12/31/2003 $12,751 $13,455 $10,854 1/31/2004 $12,822 $13,532 $10,907 2/29/2004 $13,007 $13,736 $10,966 3/31/2004 $12,978 $13,688 $11,037 4/30/2004 $12,698 $13,364 $11,072 5/31/2004 $12,658 $13,315 $11,137 6/30/2004 $12,693 $13,364 $11,172 7/31/2004 $12,842 $13,540 $11,154 8/31/2004 $13,056 $13,811 $11,160 9/30/2004 $13,136 $13,884 $11,184 10/31/2004 $13,239 $14,004 $11,243 11/30/2004 $13,139 $13,888 $11,249 12/31/2004 $13,301 $14,058 $11,207 1/31/2005 $13,459 $14,189 $11,231 2/28/2005 $13,438 $14,142 $11,296 3/31/2005 $13,388 $14,053 $11,384 4/30/2005 $13,582 $14,274 $11,461 5/31/2005 $13,677 $14,375 $11,449 6/30/2005 $13,752 $14,464 $11,455 7/31/2005 $13,709 $14,399 $11,508 8/31/2005 $13,837 $14,544 $11,567 9/30/2005 $13,748 $14,446 $11,708 10/31/2005 $13,691 $14,359 $11,731 11/30/2005 $13,739 $14,428 $11,637 12/31/2005 $13,862 $14,552 $11,590 1/31/2006 $13,887 $14,591 $11,678 2/28/2006 $13,990 $14,689 $11,702 3/31/2006 $13,901 $14,588 $11,767 4/30/2006 $13,901 $14,583 $11,867 5/31/2006 $13,940 $14,648 $11,926 6/30/2006 $13,883 $14,592 $11,949 7/31/2006 $14,042 $14,766 $11,985 8/31/2006 $14,238 $14,985 $12,008 9/30/2006 $14,336 $15,089 $11,949 10/31/2006 $14,438 $15,184 $11,885 11/30/2006 $14,571 $15,311 $11,867 12/31/2006 $14,523 $15,257 $11,885 1/31/2007 $14,487 $15,217 $11,921 2/28/2007 $14,684 $15,418 $11,985 3/31/2007 $14,615 $15,380 $12,094 4/30/2007 $14,651 $15,426 $12,172 5/31/2007 $14,602 $15,357 $12,247 6/30/2007 $14,515 $15,278 $12,270 7/31/2007 $14,604 $15,396 $12,267 8/31/2007 $14,452 $15,330 $12,245 9/30/2007 $14,691 $15,557 $12,279 10/31/2007 $14,755 $15,626 $12,305 11/30/2007 $14,769 $15,726 $12,378 12/31/2007 $14,705 $15,769 $12,370 1/31/2008 $14,780 $15,968 $12,431 2/29/2008 $13,979 $15,237 $12,467 3/31/2008 $14,470 $15,672 $12,575 4/30/2008 $14,745 $15,856 $12,652 5/31/2008 $14,851 $15,952 $12,758 6/30/2008 $14,626 $15,771 $12,887 7/31/2008 $14,617 $15,831 $12,954 8/31/2008 $14,736 $16,017 $12,903 9/30/2008 $13,902 $15,265 $12,885 10/31/2008 $13,510 $15,110 $12,755 11/30/2008 $13,269 $15,158 $12,510 12/31/2008 $13,152 $15,379 $12,381 1/31/2009 $13,811 $15,942 $12,435 2/28/2009 $14,009 $16,025 $12,497 3/31/2009 $14,060 $16,028 $12,527 4/30/2009 $14,371 $16,349 $12,558 5/31/2009 $14,700 $16,522 $12,595 6/30/2009 $14,700 $16,367 $12,703 7/31/2009 $14,911 $16,641 $12,683 8/31/2009 $15,257 $16,925 $12,711 9/30/2009 $15,991 $17,532 $12,719 10/31/2009 $15,732 $17,164 $12,731 11/30/2009 $15,704 $17,306 $12,740 12/31/2009 $15,746 $17,365 $12,718 1/31/2010 $15,831 $17,455 $12,761 2/28/2010 $15,995 $17,624 $12,764 AVERAGE ANNUAL TOTAL RETURN CLASS A 2/28/10 - ------- ------- 1-Year +9.31% 5-Year +2.65% 10-Year +4.81% CLASS C (3/1/00-2/28/10) (PERFORMANCE GRAPH) FRANKLIN MARYLAND TAX-FREE BARCLAYS CAPITAL DATE INCOME FUND - CLASS C MUNICIPAL BOND INDEX CPI - ---------- -------------------------- -------------------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,234 $10,218 $10,082 4/30/2000 $10,190 $10,158 $10,088 5/31/2000 $10,109 $10,105 $10,100 6/30/2000 $10,356 $10,373 $10,153 7/31/2000 $10,502 $10,518 $10,177 8/31/2000 $10,676 $10,680 $10,177 9/30/2000 $10,638 $10,624 $10,230 10/31/2000 $10,746 $10,740 $10,247 11/30/2000 $10,833 $10,821 $10,253 12/31/2000 $11,067 $11,089 $10,247 1/31/2001 $11,125 $11,198 $10,312 2/28/2001 $11,183 $11,234 $10,353 3/31/2001 $11,265 $11,334 $10,377 4/30/2001 $11,159 $11,212 $10,418 5/31/2001 $11,258 $11,332 $10,465 6/30/2001 $11,347 $11,408 $10,483 7/31/2001 $11,499 $11,577 $10,453 8/31/2001 $11,669 $11,768 $10,453 9/30/2001 $11,630 $11,729 $10,501 10/31/2001 $11,762 $11,868 $10,465 11/30/2001 $11,681 $11,768 $10,448 12/31/2001 $11,570 $11,657 $10,406 1/31/2002 $11,720 $11,859 $10,430 2/28/2002 $11,841 $12,002 $10,471 3/31/2002 $11,640 $11,767 $10,530 4/30/2002 $11,813 $11,997 $10,589 5/31/2002 $11,926 $12,070 $10,589 6/30/2002 $12,029 $12,197 $10,595 7/31/2002 $12,154 $12,354 $10,607 8/31/2002 $12,278 $12,503 $10,642 9/30/2002 $12,505 $12,776 $10,660 10/31/2002 $12,298 $12,565 $10,677 11/30/2002 $12,267 $12,512 $10,677 12/31/2002 $12,487 $12,776 $10,654 1/31/2003 $12,486 $12,744 $10,701 2/28/2003 $12,621 $12,922 $10,783 3/31/2003 $12,634 $12,930 $10,848 4/30/2003 $12,728 $13,015 $10,824 5/31/2003 $12,996 $13,320 $10,807 6/30/2003 $12,940 $13,263 $10,819 7/31/2003 $12,488 $12,799 $10,830 8/31/2003 $12,594 $12,895 $10,872 9/30/2003 $12,871 $13,274 $10,907 10/31/2003 $12,808 $13,207 $10,895 11/30/2003 $12,935 $13,345 $10,866 12/31/2003 $13,041 $13,455 $10,854 1/31/2004 $13,116 $13,532 $10,907 2/29/2004 $13,297 $13,736 $10,966 3/31/2004 $13,261 $13,688 $11,037 4/30/2004 $12,961 $13,364 $11,072 5/31/2004 $12,914 $13,315 $11,137 6/30/2004 $12,954 $13,364 $11,172 7/31/2004 $13,087 $13,540 $11,154 8/31/2004 $13,308 $13,811 $11,160 9/30/2004 $13,383 $13,884 $11,184 10/31/2004 $13,482 $14,004 $11,243 11/30/2004 $13,375 $13,888 $11,249 12/31/2004 $13,543 $14,058 $11,207 1/31/2005 $13,696 $14,189 $11,231 2/28/2005 $13,657 $14,142 $11,296 3/31/2005 $13,611 $14,053 $11,384 4/30/2005 $13,789 $14,274 $11,461 5/31/2005 $13,889 $14,375 $11,449 6/30/2005 $13,946 $14,464 $11,455 7/31/2005 $13,896 $14,399 $11,508 8/31/2005 $14,031 $14,544 $11,567 9/30/2005 $13,934 $14,446 $11,708 10/31/2005 $13,859 $14,359 $11,731 11/30/2005 $13,914 $14,428 $11,637 12/31/2005 $14,029 $14,552 $11,590 1/31/2006 $14,048 $14,591 $11,678 2/28/2006 $14,145 $14,689 $11,702 3/31/2006 $14,049 $14,588 $11,767 4/30/2006 $14,043 $14,583 $11,867 5/31/2006 $14,075 $14,648 $11,926 6/30/2006 $14,012 $14,592 $11,949 7/31/2006 $14,164 $14,766 $11,985 8/31/2006 $14,353 $14,985 $12,008 9/30/2006 $14,445 $15,089 $11,949 10/31/2006 $14,539 $15,184 $11,885 11/30/2006 $14,678 $15,311 $11,867 12/31/2006 $14,623 $15,257 $11,885 1/31/2007 $14,569 $15,217 $11,921 2/28/2007 $14,770 $15,418 $11,985 3/31/2007 $14,694 $15,380 $12,094 4/30/2007 $14,723 $15,426 $12,172 5/31/2007 $14,655 $15,357 $12,247 6/30/2007 $14,574 $15,278 $12,270 7/31/2007 $14,655 $15,396 $12,267 8/31/2007 $14,486 $15,330 $12,245 9/30/2007 $14,729 $15,557 $12,279 10/31/2007 $14,786 $15,626 $12,305 11/30/2007 $14,792 $15,726 $12,378 12/31/2007 $14,722 $15,769 $12,370 1/31/2008 $14,790 $15,968 $12,431 2/29/2008 $13,979 $15,237 $12,467 3/31/2008 $14,470 $15,672 $12,575 4/30/2008 $14,734 $15,856 $12,652 5/31/2008 $14,831 $15,952 $12,758 6/30/2008 $14,604 $15,771 $12,887 7/31/2008 $14,587 $15,831 $12,954 8/31/2008 $14,711 $16,017 $12,903 9/30/2008 $13,858 $15,265 $12,885 10/31/2008 $13,465 $15,110 $12,755 11/30/2008 $13,221 $15,158 $12,510 12/31/2008 $13,100 $15,379 $12,381 1/31/2009 $13,742 $15,942 $12,435 2/28/2009 $13,944 $16,025 $12,497 3/31/2009 $13,974 $16,028 $12,527 4/30/2009 $14,286 $16,349 $12,558 5/31/2009 $14,603 $16,522 $12,595 6/30/2009 $14,596 $16,367 $12,703 7/31/2009 $14,795 $16,641 $12,683 8/31/2009 $15,128 $16,925 $12,711 9/30/2009 $15,852 $17,532 $12,719 10/31/2009 $15,592 $17,164 $12,731 11/30/2009 $15,558 $17,306 $12,740 12/31/2009 $15,591 $17,365 $12,718 1/31/2010 $15,681 $17,455 $12,761 2/28/2010 $15,817 $17,624 $12,764 AVERAGE ANNUAL TOTAL RETURN CLASS C 2/28/10 - ------- ------- 1-Year +12.45% 5-Year +2.98% 10-Year +4.69% Annual Report | 57 Performance Summary (CONTINUED) ADVISOR CLASS (3/1/00-2/28/10)(8) (PERFORMANCE GRAPH) AVERAGE ANNUAL TOTAL RETURN ADVISOR CLASS (8) 2/28/10 - ----------------- ------- 1-Year +14.22% 5-Year +3.55% 10-Year +5.27% FRANKLIN MARYLAND TAX-FREE BARCLAYS CAPITAL DATE INCOME FUND - ADVISOR CLASS MUNICIPAL BOND INDEX CPI - ---------- --------------------------- -------------------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,231 $10,218 $10,082 4/30/2000 $10,201 $10,158 $10,088 5/31/2000 $10,114 $10,105 $10,100 6/30/2000 $10,368 $10,373 $10,153 7/31/2000 $10,530 $10,518 $10,177 8/31/2000 $10,710 $10,680 $10,177 9/30/2000 $10,677 $10,624 $10,230 10/31/2000 $10,781 $10,740 $10,247 11/30/2000 $10,874 $10,821 $10,253 12/31/2000 $11,116 $11,089 $10,247 1/31/2001 $11,180 $11,198 $10,312 2/28/2001 $11,244 $11,234 $10,353 3/31/2001 $11,324 $11,334 $10,377 4/30/2001 $11,231 $11,212 $10,418 5/31/2001 $11,328 $11,332 $10,465 6/30/2001 $11,423 $11,408 $10,483 7/31/2001 $11,583 $11,577 $10,453 8/31/2001 $11,761 $11,768 $10,453 9/30/2001 $11,726 $11,729 $10,501 10/31/2001 $11,866 $11,868 $10,465 11/30/2001 $11,788 $11,768 $10,448 12/31/2001 $11,681 $11,657 $10,406 1/31/2002 $11,840 $11,859 $10,430 2/28/2002 $11,968 $12,002 $10,471 3/31/2002 $11,770 $11,767 $10,530 4/30/2002 $11,952 $11,997 $10,589 5/31/2002 $12,073 $12,070 $10,589 6/30/2002 $12,173 $12,197 $10,595 7/31/2002 $12,318 $12,354 $10,607 8/31/2002 $12,439 $12,503 $10,642 9/30/2002 $12,678 $12,776 $10,660 10/31/2002 $12,471 $12,565 $10,677 11/30/2002 $12,445 $12,512 $10,677 12/31/2002 $12,677 $12,776 $10,654 1/31/2003 $12,681 $12,744 $10,701 2/28/2003 $12,825 $12,922 $10,783 3/31/2003 $12,845 $12,930 $10,848 4/30/2003 $12,947 $13,015 $10,824 5/31/2003 $13,217 $13,320 $10,807 6/30/2003 $13,176 $13,263 $10,819 7/31/2003 $12,716 $12,799 $10,830 8/31/2003 $12,831 $12,895 $10,872 9/30/2003 $13,123 $13,274 $10,907 10/31/2003 $13,064 $13,207 $10,895 11/30/2003 $13,201 $13,345 $10,866 12/31/2003 $13,317 $13,455 $10,854 1/31/2004 $13,391 $13,532 $10,907 2/29/2004 $13,584 $13,736 $10,966 3/31/2004 $13,554 $13,688 $11,037 4/30/2004 $13,262 $13,364 $11,072 5/31/2004 $13,220 $13,315 $11,137 6/30/2004 $13,256 $13,364 $11,172 7/31/2004 $13,412 $13,540 $11,154 8/31/2004 $13,635 $13,811 $11,160 9/30/2004 $13,719 $13,884 $11,184 10/31/2004 $13,827 $14,004 $11,243 11/30/2004 $13,722 $13,888 $11,249 12/31/2004 $13,891 $14,058 $11,207 1/31/2005 $14,056 $14,189 $11,231 2/28/2005 $14,035 $14,142 $11,296 3/31/2005 $13,982 $14,053 $11,384 4/30/2005 $14,185 $14,274 $11,461 5/31/2005 $14,285 $14,375 $11,449 6/30/2005 $14,363 $14,464 $11,455 7/31/2005 $14,317 $14,399 $11,508 8/31/2005 $14,451 $14,544 $11,567 9/30/2005 $14,358 $14,446 $11,708 10/31/2005 $14,298 $14,359 $11,731 11/30/2005 $14,349 $14,428 $11,637 12/31/2005 $14,477 $14,552 $11,590 1/31/2006 $14,503 $14,591 $11,678 2/28/2006 $14,611 $14,689 $11,702 3/31/2006 $14,518 $14,588 $11,767 4/30/2006 $14,518 $14,583 $11,867 5/31/2006 $14,559 $14,648 $11,926 6/30/2006 $14,499 $14,592 $11,949 7/31/2006 $14,665 $14,766 $11,985 8/31/2006 $14,870 $14,985 $12,008 9/30/2006 $14,973 $15,089 $11,949 10/31/2006 $15,079 $15,184 $11,885 11/30/2006 $15,218 $15,311 $11,867 12/31/2006 $15,168 $15,257 $11,885 1/31/2007 $15,130 $15,217 $11,921 2/28/2007 $15,336 $15,418 $11,985 3/31/2007 $15,263 $15,380 $12,094 4/30/2007 $15,302 $15,426 $12,172 5/31/2007 $15,250 $15,357 $12,247 6/30/2007 $15,159 $15,278 $12,270 7/31/2007 $15,252 $15,396 $12,267 8/31/2007 $15,093 $15,330 $12,245 9/30/2007 $15,343 $15,557 $12,279 10/31/2007 $15,410 $15,626 $12,305 11/30/2007 $15,425 $15,726 $12,378 12/31/2007 $15,358 $15,769 $12,370 1/31/2008 $15,436 $15,968 $12,431 2/29/2008 $14,600 $15,237 $12,467 3/31/2008 $15,113 $15,672 $12,575 4/30/2008 $15,399 $15,856 $12,652 5/31/2008 $15,510 $15,952 $12,758 6/30/2008 $15,275 $15,771 $12,887 7/31/2008 $15,265 $15,831 $12,954 8/31/2008 $15,390 $16,017 $12,903 9/30/2008 $14,519 $15,265 $12,885 10/31/2008 $14,109 $15,110 $12,755 11/30/2008 $13,858 $15,158 $12,510 12/31/2008 $13,735 $15,379 $12,381 1/31/2009 $14,424 $15,942 $12,435 2/28/2009 $14,631 $16,025 $12,497 3/31/2009 $14,684 $16,028 $12,527 4/30/2009 $15,009 $16,349 $12,558 5/31/2009 $15,353 $16,522 $12,595 6/30/2009 $15,352 $16,367 $12,703 7/31/2009 $15,571 $16,641 $12,683 8/31/2009 $15,934 $16,925 $12,711 9/30/2009 $16,702 $17,532 $12,719 10/31/2009 $16,419 $17,164 $12,731 11/30/2009 $16,407 $17,306 $12,740 12/31/2009 $16,451 $17,365 $12,718 1/31/2010 $16,541 $17,455 $12,761 2/28/2010 $16,710 $17,624 $12,764 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. 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 2/28/10. (5.) Taxable equivalent distribution rate and yield assume the published rates as of 12/24/09 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.) The 30-day standardized yield for the month ended 2/28/10 reflects an estimated yield to maturity (assuming all portfolio securities are held to maturity). It should be regarded as an estimate of the Fund's rate of investment income, and it may not equal the Fund's actual income distribution rate (which reflects the Fund's past dividends paid to shareholders) or the income reported in the Fund's financial statements. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. In periods of market volatility, assets may decline significantly, causing total annual Fund operating expenses to become higher than the figures shown. (8.) Effective 7/1/09, 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 7/1/09, 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 6/30/09, actual Advisor Class performance is used reflecting all charges and fees applicable to that class. Since 7/1/09 (commencement of sales), the cumulative total return of Advisor Class shares was +8.83%. (9.) Source: (C) 2010 Morningstar. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. To be included in the index, bonds must be fixed rate, have at least one year to final maturity and be rated investment grade (Baa3/BBB- or higher) by at least two of the following agencies: Moody's, Standard & Poor's or Fitch. The Consumer Price Index (CPI), calculated by the U.S. Bureau of Labor Statistics, is a commonly used measure of the inflation rate. 58 | Annual Report 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. Annual Report | 59 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 9/1/09 VALUE 2/28/10 PERIOD* 9/1/09-2/28/10 ----------------- -------------- ---------------------- CLASS A Actual $1,000 $1,048.20 $3.35 Hypothetical (5% return before expenses) $1,000 $1,021.52 $3.31 CLASS C Actual $1,000 $1,045.60 $6.14 Hypothetical (5% return before expenses) $1,000 $1,018.79 $6.06 ADVISOR CLASS Actual $1,000 $1,048.70 $2.84 Hypothetical (5% return before expenses) $1,000 $1,022.02 $2.81 * Expenses are calculated using the most recent six-month expense ratio, annualized for each class (A: 0.66%; C: 1.21%; and Advisor: 0.56%), multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. 60 | Annual Report 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 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 Missouri Tax-Free Income Fund 2/28/10 % OF TOTAL LONG-TERM RATINGS INVESTMENTS** - ------- ------------- AAA 28.2% AA 28.5% A 15.1% BBB 9.7% Below Investment Grade 0.8% Not Rated by S&P 17.7% * 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. The letter ratings are provided to indicate the creditworthiness of the Fund's bond holdings and generally can range from AAA or Aaa (highest) to Below Investment Grade (lowest). ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa 3.8% 1.4% AA or Aa 0.8% -- A 4.9% 1.5% BBB or Baa 1.7% 3.5% Below Investment Grade -- 0.1% ---- --- Total 11.2% 6.5% ==== === We are pleased to bring you Franklin Missouri Tax-Free Income Fund's annual report for the fiscal year ended February 28, 2010. 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 $11.28 on February 28, 2009, to $11.98 on February 28, 2010. 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 133. Annual Report | 61 DIVIDEND DISTRIBUTIONS* Franklin Missouri Tax-Free Income Fund DIVIDEND PER SHARE ----------------------------------------- MONTH CLASS A CLASS C ADVISOR CLASS** - ----- ---------- ---------- --------------- March 2009 4.31 cents 3.79 cents -- April 2009 4.31 cents 3.79 cents -- May 2009 4.31 cents 3.79 cents -- June 2009 4.26 cents 3.74 cents -- July 2009 4.26 cents 3.74 cents 2.80 cents August 2008 4.26 cents 3.74 cents 4.35 cents September 2009 4.26 cents 3.72 cents 4.40 cents October 2009 4.26 cents 3.72 cents 4.40 cents November 2009 4.26 cents 3.72 cents 4.40 cents December 2009 4.26 cents 3.69 cents 4.32 cents January 2010 4.26 cents 3.69 cents 4.32 cents February 2010 4.26 cents 3.69 cents 4.32 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 7/1/09, the Fund began offering Advisor Class shares. See the prospectus for details. Class A shares paid dividends totaling 51.18 cents per share for the same period.(2) The Performance Summary beginning on page 65 shows that at the end of this reporting period the Fund's Class A shares' distribution rate was 4.06% based on an annualization of the current 4.23 cent per share dividend and the maximum offering price of $12.51 on February 28, 2010. An investor in the 2010 maximum combined effective federal and Missouri personal income tax bracket of 38.90% would need to earn a distribution rate of 6.64% 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. During the year under review, renewed investor interest in municipal bonds and limited new-issue supply tended to reduce the Fund's income, which caused dividends to decline slightly. (2.) All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. 62 | Annual Report PORTFOLIO BREAKDOWN Franklin Missouri Tax-Free Income Fund 2/28/10 % OF TOTAL LONG-TERM INVESTMENTS* ------------ Utilities 18.4% Hospital & Health Care 14.0% Higher Education 12.7% Prerefunded 11.7% Tax-Supported 10.3% Subject to Government Appropriations 9.6% Transportation 7.1% Other Revenue 7.1% General Obligation 6.2% Corporate-Backed 1.8% Housing 1.1% * Does not include short-term investments and other net assets. STATE UPDATE During the reporting period, Missouri's trade- and manufacturing-based economy reflected national trends as it weathered the recession. The state's unemployment rate gradually rose during the first half of the reporting period but then leveled off and held steady. At period-end, the local unemployment rate stood at 9.4%, which was close to the 9.7% national rate.(3) Reflecting national trends, the construction and mining and logging employment sectors shed the most jobs. The presence of two Federal Reserve banks in the state, however, helped stabilize the employment base, and consequently, the government sector experienced slight growth. Also, the education and health services sector grew. In fiscal year 2009, Missouri experienced sharp revenue declines due to lower wages, lost income and job security fears associated with rising unemployment. The state's general revenue reserves decreased, but officials reduced expenditures through the use of federal assistance funds. Missouri ended that fiscal year with a fully funded, albeit reduced, budget reserve fund. The state's budget for fiscal year 2010 was based on projected increases in spending and revenue collections as well as the use of federal stimulus funds. Revenues declined however, and forced the governor to make substantial budget cuts that included state technology programs. Missouri's net tax-supported debt was relatively low at $664 per capita and 1.9% of personal income, compared with the $739 and 2.1% national medians.(4) Independent credit rating agency Standard & Poor's (S&P) assigned Missouri's general obligation debt a rating of AAA with a stable outlook.(5) The rating and outlook reflected S&P's assessment that the state will continue to maintain its strong and diverse economic base, high reserve levels and strong financial management with the power to make midyear budgetary cuts as needed. (3.) Source: Bureau of Labor Statistics. (4.) Source: Standard & Poor's, "U.S. Public Finance Report Card: 2009 State Debt Review: Significant Challenges Lie Ahead," 12/16/09. (5.) This does not indicate S&P's rating of the Fund. Annual Report | 63 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, 2010, 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. 64 | Annual Report Performance Summary as of 2/28/10 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 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.70 $11.98 $11.28 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.5118 CLASS C (SYMBOL: FMOIX) CHANGE 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.72 $12.07 $11.35 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.4473 ADVISOR CLASS (SYMBOL: FRMZX) CHANGE 2/28/10 7/1/09 - ----------------------------- ------ ------- ------- Net Asset Value (NAV) +$0.50 $11.98 $11.48 DISTRIBUTIONS (7/2/09-2/28/10) Dividend Income $0.3393 Annual Report | 65 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 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) +10.93% +20.70% +71.21% Average Annual Total Return(2) +6.22% +2.93% +5.07% Avg. Ann. Total Return (3/31/10)(3) +6.09% +3.04% +4.81% Distribution Rate(4) 4.06% Taxable Equivalent Distribution Rate(5) 6.64% 30-Day Standardized Yield(6) 3.37% Taxable Equivalent Yield(5) 5.52% Total Annual Operating Expenses(7) 0.65% CLASS C 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------- Cumulative Total Return(1) +10.44% +17.49% +62.31% Average Annual Total Return(2) +9.44% +3.28% +4.96% Avg. Ann. Total Return (3/31/10)(3) +9.32% +3.38% +4.71% Distribution Rate(4) 3.62% Taxable Equivalent Distribution Rate(5) 5.92% 30-Day Standardized Yield(6) 2.97% Taxable Equivalent Yield(5) 4.86% Total Annual Operating Expenses(7) 1.20% ADVISOR CLASS(8) 1-YEAR 5-YEAR 10-YEAR - ---------------- ------ ------ ------- Cumulative Total Return(1) +10.98% +20.75% +71.29% Average Annual Total Return(2) +10.98% +3.84% +5.53% Avg. Ann. Total Return (3/31/10)(3) +10.87% +3.95% +5.27% Distribution Rate(4) 4.32% Taxable Equivalent Distribution Rate(5) 7.07% 30-Day Standardized Yield(6) 3.63% Taxable Equivalent Yield(5) 5.94% 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, GO TO franklintempleton.com OR CALL (800) 342-5236. 66 | 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 (3/1/00-2/28/10) (PERFORMANCE GRAPH) FRANKLIN MISSOURI BARCLAYS CAPITAL TAX-FREE INCOME MUNICIPAL BOND DATE FUND - CLASS A INDEX CPI - ------------- ----------------- ---------------- ------- 3/1/2000 $ 9,575 $10,000 $10,000 3/31/2000 $ 9,817 $10,218 $10,082 4/30/2000 $ 9,758 $10,158 $10,088 5/31/2000 $ 9,689 $10,105 $10,100 6/30/2000 $ 9,952 $10,373 $10,153 7/31/2000 $10,095 $10,518 $10,177 8/31/2000 $10,273 $10,680 $10,177 9/30/2000 $10,209 $10,624 $10,230 10/31/2000 $10,316 $10,740 $10,247 11/30/2000 $10,405 $10,821 $10,253 12/31/2000 $10,667 $11,089 $10,247 1/31/2001 $10,729 $11,198 $10,312 2/28/2001 $10,772 $11,234 $10,353 3/31/2001 $10,857 $11,334 $10,377 4/30/2001 $10,755 $11,212 $10,418 5/31/2001 $10,856 $11,332 $10,465 6/30/2001 $10,939 $11,408 $10,483 7/31/2001 $11,117 $11,577 $10,453 8/31/2001 $11,350 $11,768 $10,453 9/30/2001 $11,292 $11,729 $10,501 10/31/2001 $11,443 $11,868 $10,465 11/30/2001 $11,345 $11,768 $10,448 12/31/2001 $11,201 $11,657 $10,406 1/31/2002 $11,418 $11,859 $10,430 2/28/2002 $11,540 $12,002 $10,471 3/31/2002 $11,312 $11,767 $10,530 4/30/2002 $11,503 $11,997 $10,589 5/31/2002 $11,570 $12,070 $10,589 6/30/2002 $11,684 $12,197 $10,595 7/31/2002 $11,841 $12,354 $10,607 8/31/2002 $11,966 $12,503 $10,642 9/30/2002 $12,228 $12,776 $10,660 10/31/2002 $12,009 $12,565 $10,677 11/30/2002 $11,976 $12,512 $10,677 12/31/2002 $12,194 $12,776 $10,654 1/31/2003 $12,181 $12,744 $10,701 2/28/2003 $12,337 $12,922 $10,783 3/31/2003 $12,346 $12,930 $10,848 4/30/2003 $12,443 $13,015 $10,824 5/31/2003 $12,736 $13,320 $10,807 6/30/2003 $12,680 $13,263 $10,819 7/31/2003 $12,195 $12,799 $10,830 8/31/2003 $12,314 $12,895 $10,872 9/30/2003 $12,627 $13,274 $10,907 10/31/2003 $12,565 $13,207 $10,895 11/30/2003 $12,714 $13,345 $10,866 12/31/2003 $12,834 $13,455 $10,854 1/31/2004 $12,915 $13,532 $10,907 2/29/2004 $13,127 $13,736 $10,966 3/31/2004 $13,080 $13,688 $11,037 4/30/2004 $12,747 $13,364 $11,072 5/31/2004 $12,700 $13,315 $11,137 6/30/2004 $12,725 $13,364 $11,172 7/31/2004 $12,914 $13,540 $11,154 8/31/2004 $13,144 $13,811 $11,160 9/30/2004 $13,224 $13,884 $11,184 10/31/2004 $13,359 $14,004 $11,243 11/30/2004 $13,242 $13,888 $11,249 12/31/2004 $13,434 $14,058 $11,207 1/31/2005 $13,611 $14,189 $11,231 2/28/2005 $13,582 $14,142 $11,296 3/31/2005 $13,525 $14,053 $11,384 4/30/2005 $13,738 $14,274 $11,461 5/31/2005 $13,845 $14,375 $11,449 6/30/2005 $13,920 $14,464 $11,455 7/31/2005 $13,914 $14,399 $11,508 8/31/2005 $14,053 $14,544 $11,567 9/30/2005 $13,923 $14,446 $11,708 10/31/2005 $13,814 $14,359 $11,731 11/30/2005 $13,863 $14,428 $11,637 12/31/2005 $14,019 $14,552 $11,590 1/31/2006 $14,034 $14,591 $11,678 2/28/2006 $14,170 $14,689 $11,702 3/31/2006 $14,064 $14,588 $11,767 4/30/2006 $14,055 $14,583 $11,867 5/31/2006 $14,084 $14,648 $11,926 6/30/2006 $14,030 $14,592 $11,949 7/31/2006 $14,197 $14,766 $11,985 8/31/2006 $14,412 $14,985 $12,008 9/30/2006 $14,509 $15,089 $11,949 10/31/2006 $14,609 $15,184 $11,885 11/30/2006 $14,753 $15,311 $11,867 12/31/2006 $14,696 $15,257 $11,885 1/31/2007 $14,653 $15,217 $11,921 2/28/2007 $14,857 $15,418 $11,985 3/31/2007 $14,793 $15,380 $12,094 4/30/2007 $14,843 $15,426 $12,172 5/31/2007 $14,775 $15,357 $12,247 6/30/2007 $14,693 $15,278 $12,270 7/31/2007 $14,806 $15,396 $12,267 8/31/2007 $14,662 $15,330 $12,245 9/30/2007 $14,896 $15,557 $12,279 10/31/2007 $14,962 $15,626 $12,305 11/30/2007 $15,028 $15,726 $12,378 12/31/2007 $15,030 $15,769 $12,370 1/31/2008 $15,119 $15,968 $12,431 2/29/2008 $14,433 $15,237 $12,467 3/31/2008 $14,849 $15,672 $12,575 4/30/2008 $15,093 $15,856 $12,652 5/31/2008 $15,199 $15,952 $12,758 6/30/2008 $15,010 $15,771 $12,887 7/31/2008 $15,004 $15,831 $12,954 8/31/2008 $15,135 $16,017 $12,903 9/30/2008 $14,253 $15,265 $12,885 10/31/2008 $14,134 $15,110 $12,755 11/30/2008 $14,045 $15,158 $12,510 12/31/2008 $14,283 $15,379 $12,381 1/31/2009 $14,638 $15,942 $12,435 2/28/2009 $14,780 $16,025 $12,497 3/31/2009 $14,805 $16,028 $12,527 4/30/2009 $15,109 $16,349 $12,558 5/31/2009 $15,337 $16,522 $12,595 6/30/2009 $15,272 $16,367 $12,703 7/31/2009 $15,438 $16,641 $12,683 8/31/2009 $15,695 $16,925 $12,711 9/30/2009 $16,299 $17,532 $12,719 10/31/2009 $16,010 $17,164 $12,731 11/30/2009 $16,093 $17,306 $12,740 12/31/2009 $16,204 $17,365 $12,718 1/31/2010 $16,276 $17,455 $12,761 2/28/2010 $16,392 $17,624 $12,764 AVERAGE ANNUAL TOTAL RETURN CLASS A 2/28/10 - ------- ------- 1-Year +6.22% 5-Year +2.93% 10-Year +5.07% CLASS C (3/1/00-2/28/10) (PERFORMANCE GRAPH) FRANKLIN MISSOURI BARCLAYS CAPITAL TAX-FREE INCOME MUNICIPAL BOND DATE FUND - CLASS C INDEX CPI - ------------- ----------------- ---------------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,247 $10,218 $10,082 4/30/2000 $10,181 $10,158 $10,088 5/31/2000 $10,114 $10,105 $10,100 6/30/2000 $10,373 $10,373 $10,153 7/31/2000 $10,526 $10,518 $10,177 8/31/2000 $10,697 $10,680 $10,177 9/30/2000 $10,635 $10,624 $10,230 10/31/2000 $10,742 $10,740 $10,247 11/30/2000 $10,829 $10,821 $10,253 12/31/2000 $11,095 $11,089 $10,247 1/31/2001 $11,154 $11,198 $10,312 2/28/2001 $11,194 $11,234 $10,353 3/31/2001 $11,286 $11,334 $10,377 4/30/2001 $11,166 $11,212 $10,418 5/31/2001 $11,265 $11,332 $10,465 6/30/2001 $11,345 $11,408 $10,483 7/31/2001 $11,525 $11,577 $10,453 8/31/2001 $11,760 $11,768 $10,453 9/30/2001 $11,705 $11,729 $10,501 10/31/2001 $11,855 $11,868 $10,465 11/30/2001 $11,749 $11,768 $10,448 12/31/2001 $11,595 $11,657 $10,406 1/31/2002 $11,803 $11,859 $10,430 2/28/2002 $11,933 $12,002 $10,471 3/31/2002 $11,692 $11,767 $10,530 4/30/2002 $11,883 $11,997 $10,589 5/31/2002 $11,946 $12,070 $10,589 6/30/2002 $12,059 $12,197 $10,595 7/31/2002 $12,214 $12,354 $10,607 8/31/2002 $12,337 $12,503 $10,642 9/30/2002 $12,601 $12,776 $10,660 10/31/2002 $12,371 $12,565 $10,677 11/30/2002 $12,332 $12,512 $10,677 12/31/2002 $12,549 $12,776 $10,654 1/31/2003 $12,530 $12,744 $10,701 2/28/2003 $12,685 $12,922 $10,783 3/31/2003 $12,689 $12,930 $10,848 4/30/2003 $12,782 $13,015 $10,824 5/31/2003 $13,076 $13,320 $10,807 6/30/2003 $13,024 $13,263 $10,819 7/31/2003 $12,512 $12,799 $10,830 8/31/2003 $12,627 $12,895 $10,872 9/30/2003 $12,940 $13,274 $10,907 10/31/2003 $12,879 $13,207 $10,895 11/30/2003 $13,025 $13,345 $10,866 12/31/2003 $13,131 $13,455 $10,854 1/31/2004 $13,217 $13,532 $10,907 2/29/2004 $13,417 $13,736 $10,966 3/31/2004 $13,374 $13,688 $11,037 4/30/2004 $13,029 $13,364 $11,072 5/31/2004 $12,975 $13,315 $11,137 6/30/2004 $12,995 $13,364 $11,172 7/31/2004 $13,169 $13,540 $11,154 8/31/2004 $13,408 $13,811 $11,160 9/30/2004 $13,483 $13,884 $11,184 10/31/2004 $13,614 $14,004 $11,243 11/30/2004 $13,489 $13,888 $11,249 12/31/2004 $13,677 $14,058 $11,207 1/31/2005 $13,850 $14,189 $11,231 2/28/2005 $13,814 $14,142 $11,296 3/31/2005 $13,750 $14,053 $11,384 4/30/2005 $13,959 $14,274 $11,461 5/31/2005 $14,071 $14,375 $11,449 6/30/2005 $14,129 $14,464 $11,455 7/31/2005 $14,117 $14,399 $11,508 8/31/2005 $14,250 $14,544 $11,567 9/30/2005 $14,113 $14,446 $11,708 10/31/2005 $14,008 $14,359 $11,731 11/30/2005 $14,040 $14,428 $11,637 12/31/2005 $14,190 $14,552 $11,590 1/31/2006 $14,199 $14,591 $11,678 2/28/2006 $14,342 $14,689 $11,702 3/31/2006 $14,217 $14,588 $11,767 4/30/2006 $14,202 $14,583 $11,867 5/31/2006 $14,223 $14,648 $11,926 6/30/2006 $14,163 $14,592 $11,949 7/31/2006 $14,324 $14,766 $11,985 8/31/2006 $14,533 $14,985 $12,008 9/30/2006 $14,636 $15,089 $11,949 10/31/2006 $14,729 $15,184 $11,885 11/30/2006 $14,867 $15,311 $11,867 12/31/2006 $14,792 $15,257 $11,885 1/31/2007 $14,753 $15,217 $11,921 2/28/2007 $14,952 $15,418 $11,985 3/31/2007 $14,880 $15,380 $12,094 4/30/2007 $14,911 $15,426 $12,172 5/31/2007 $14,835 $15,357 $12,247 6/30/2007 $14,759 $15,278 $12,270 7/31/2007 $14,865 $15,396 $12,267 8/31/2007 $14,714 $15,330 $12,245 9/30/2007 $14,929 $15,557 $12,279 10/31/2007 $15,000 $15,626 $12,305 11/30/2007 $15,058 $15,726 $12,378 12/31/2007 $15,054 $15,769 $12,370 1/31/2008 $15,124 $15,968 $12,431 2/29/2008 $14,435 $15,237 $12,467 3/31/2008 $14,855 $15,672 $12,575 4/30/2008 $15,077 $15,856 $12,652 5/31/2008 $15,187 $15,952 $12,758 6/30/2008 $14,993 $15,771 $12,887 7/31/2008 $14,980 $15,831 $12,954 8/31/2008 $15,103 $16,017 $12,903 9/30/2008 $14,210 $15,265 $12,885 10/31/2008 $14,084 $15,110 $12,755 11/30/2008 $14,002 $15,158 $12,510 12/31/2008 $14,219 $15,379 $12,381 1/31/2009 $14,564 $15,942 $12,435 2/28/2009 $14,698 $16,025 $12,497 3/31/2009 $14,716 $16,028 $12,527 4/30/2009 $15,022 $16,349 $12,558 5/31/2009 $15,241 $16,522 $12,595 6/30/2009 $15,170 $16,367 $12,703 7/31/2009 $15,326 $16,641 $12,683 8/31/2009 $15,573 $16,925 $12,711 9/30/2009 $16,175 $17,532 $12,719 10/31/2009 $15,882 $17,164 $12,731 11/30/2009 $15,944 $17,306 $12,740 12/31/2009 $16,059 $17,365 $12,718 1/31/2010 $16,109 $17,455 $12,761 2/28/2010 $16,231 $17,624 $12,764 AVERAGE ANNUAL TOTAL RETURN CLASS C 2/28/10 - ------- ------- 1-Year +9.44% 5-Year +3.28% 10-Year +4.96% Annual Report | 67 Performance Summary (CONTINUED) AVERAGE ANNUAL TOTAL RETURN ADVISOR CLASS(8) 2/28/10 - ---------------- ------- 1-Year +10.98% 5-Year +3.84% 10-Year +5.53% ADVISOR CLASS (3/1/00-2/28/10)(8) (PERFORMANCE GRAPH) FRANKLIN MISSOURI BARCLAYS CAPITAL TAX-FREE INCOME MUNICIPAL BOND DATE FUND - ADVISOR CLASS INDEX CPI - ------------- -------------------- ---------------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,253 $10,218 $10,082 4/30/2000 $10,191 $10,158 $10,088 5/31/2000 $10,119 $10,105 $10,100 6/30/2000 $10,394 $10,373 $10,153 7/31/2000 $10,543 $10,518 $10,177 8/31/2000 $10,729 $10,680 $10,177 9/30/2000 $10,662 $10,624 $10,230 10/31/2000 $10,774 $10,740 $10,247 11/30/2000 $10,867 $10,821 $10,253 12/31/2000 $11,140 $11,089 $10,247 1/31/2001 $11,205 $11,198 $10,312 2/28/2001 $11,250 $11,234 $10,353 3/31/2001 $11,339 $11,334 $10,377 4/30/2001 $11,233 $11,212 $10,418 5/31/2001 $11,338 $11,332 $10,465 6/30/2001 $11,424 $11,408 $10,483 7/31/2001 $11,611 $11,577 $10,453 8/31/2001 $11,854 $11,768 $10,453 9/30/2001 $11,793 $11,729 $10,501 10/31/2001 $11,951 $11,868 $10,465 11/30/2001 $11,849 $11,768 $10,448 12/31/2001 $11,699 $11,657 $10,406 1/31/2002 $11,925 $11,859 $10,430 2/28/2002 $12,052 $12,002 $10,471 3/31/2002 $11,814 $11,767 $10,530 4/30/2002 $12,013 $11,997 $10,589 5/31/2002 $12,083 $12,070 $10,589 6/30/2002 $12,203 $12,197 $10,595 7/31/2002 $12,366 $12,354 $10,607 8/31/2002 $12,497 $12,503 $10,642 9/30/2002 $12,770 $12,776 $10,660 10/31/2002 $12,542 $12,565 $10,677 11/30/2002 $12,508 $12,512 $10,677 12/31/2002 $12,735 $12,776 $10,654 1/31/2003 $12,721 $12,744 $10,701 2/28/2003 $12,884 $12,922 $10,783 3/31/2003 $12,894 $12,930 $10,848 4/30/2003 $12,995 $13,015 $10,824 5/31/2003 $13,302 $13,320 $10,807 6/30/2003 $13,243 $13,263 $10,819 7/31/2003 $12,736 $12,799 $10,830 8/31/2003 $12,860 $12,895 $10,872 9/30/2003 $13,188 $13,274 $10,907 10/31/2003 $13,123 $13,207 $10,895 11/30/2003 $13,279 $13,345 $10,866 12/31/2003 $13,404 $13,455 $10,854 1/31/2004 $13,488 $13,532 $10,907 2/29/2004 $13,710 $13,736 $10,966 3/31/2004 $13,660 $13,688 $11,037 4/30/2004 $13,313 $13,364 $11,072 5/31/2004 $13,263 $13,315 $11,137 6/30/2004 $13,289 $13,364 $11,172 7/31/2004 $13,487 $13,540 $11,154 8/31/2004 $13,728 $13,811 $11,160 9/30/2004 $13,811 $13,884 $11,184 10/31/2004 $13,952 $14,004 $11,243 11/30/2004 $13,830 $13,888 $11,249 12/31/2004 $14,030 $14,058 $11,207 1/31/2005 $14,215 $14,189 $11,231 2/28/2005 $14,185 $14,142 $11,296 3/31/2005 $14,126 $14,053 $11,384 4/30/2005 $14,348 $14,274 $11,461 5/31/2005 $14,459 $14,375 $11,449 6/30/2005 $14,538 $14,464 $11,455 7/31/2005 $14,532 $14,399 $11,508 8/31/2005 $14,677 $14,544 $11,567 9/30/2005 $14,542 $14,446 $11,708 10/31/2005 $14,427 $14,359 $11,731 11/30/2005 $14,479 $14,428 $11,637 12/31/2005 $14,641 $14,552 $11,590 1/31/2006 $14,656 $14,591 $11,678 2/28/2006 $14,799 $14,689 $11,702 3/31/2006 $14,688 $14,588 $11,767 4/30/2006 $14,679 $14,583 $11,867 5/31/2006 $14,709 $14,648 $11,926 6/30/2006 $14,653 $14,592 $11,949 7/31/2006 $14,827 $14,766 $11,985 8/31/2006 $15,052 $14,985 $12,008 9/30/2006 $15,153 $15,089 $11,949 10/31/2006 $15,258 $15,184 $11,885 11/30/2006 $15,407 $15,311 $11,867 12/31/2006 $15,349 $15,257 $11,885 1/31/2007 $15,303 $15,217 $11,921 2/28/2007 $15,517 $15,418 $11,985 3/31/2007 $15,450 $15,380 $12,094 4/30/2007 $15,502 $15,426 $12,172 5/31/2007 $15,430 $15,357 $12,247 6/30/2007 $15,345 $15,278 $12,270 7/31/2007 $15,463 $15,396 $12,267 8/31/2007 $15,313 $15,330 $12,245 9/30/2007 $15,558 $15,557 $12,279 10/31/2007 $15,626 $15,626 $12,305 11/30/2007 $15,695 $15,726 $12,378 12/31/2007 $15,697 $15,769 $12,370 1/31/2008 $15,790 $15,968 $12,431 2/29/2008 $15,074 $15,237 $12,467 3/31/2008 $15,508 $15,672 $12,575 4/30/2008 $15,763 $15,856 $12,652 5/31/2008 $15,873 $15,952 $12,758 6/30/2008 $15,676 $15,771 $12,887 7/31/2008 $15,670 $15,831 $12,954 8/31/2008 $15,807 $16,017 $12,903 9/30/2008 $14,886 $15,265 $12,885 10/31/2008 $14,761 $15,110 $12,755 11/30/2008 $14,668 $15,158 $12,510 12/31/2008 $14,917 $15,379 $12,381 1/31/2009 $15,288 $15,942 $12,435 2/28/2009 $15,436 $16,025 $12,497 3/31/2009 $15,462 $16,028 $12,527 4/30/2009 $15,779 $16,349 $12,558 5/31/2009 $16,018 $16,522 $12,595 6/30/2009 $15,950 $16,367 $12,703 7/31/2009 $16,122 $16,641 $12,683 8/31/2009 $16,391 $16,925 $12,711 9/30/2009 $17,024 $17,532 $12,719 10/31/2009 $16,724 $17,164 $12,731 11/30/2009 $16,813 $17,306 $12,740 12/31/2009 $16,930 $17,365 $12,718 1/31/2010 $17,006 $17,455 $12,761 2/28/2010 $17,129 $17,624 $12,764 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. 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 2/28/10. (5.) Taxable equivalent distribution rate and yield assume the published rates as of 12/24/09 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.) The 30-day standardized yield for the month ended 2/28/10 reflects an estimated yield to maturity (assuming all portfolio securities are held to maturity). It should be regarded as an estimate of the Fund's rate of investment income, and it may not equal the Fund's actual income distribution rate (which reflects the Fund's past dividends paid to shareholders) or the income reported in the Fund's financial statements. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. In periods of market volatility, assets may decline significantly, causing total annual Fund operating expenses to become higher than the figures shown. (8.) Effective 7/1/09, 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 7/1/09, 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 6/30/09, actual Advisor Class performance is used reflecting all charges and fees applicable to that class. Since 7/1/09 (commencement of sales), the cumulative total return of Advisor Class shares was +7.37%. (9.) Source: (C) 2010 Morningstar. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. To be included in the index, bonds must be fixed rate, have at least one year to final maturity and be rated investment grade (Baa3/BBB- or higher) by at least two of the following agencies: Moody's, Standard & Poor's or Fitch. The Consumer Price Index (CPI), calculated by the U.S. Bureau of Labor Statistics, is a commonly used measure of the inflation rate. 68 | Annual Report 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. Annual Report | 69 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 9/1/09 VALUE 2/28/10 PERIOD* 9/1/09-2/28/10 ----------------- -------------- ---------------------- CLASS A Actual $1,000 $1,044.50 $3.30 Hypothetical (5% return before expenses) $1,000 $1,021.57 $3.26 CLASS C Actual $1,000 $1,042.30 $6.08 Hypothetical (5% return before expenses) $1,000 $1,018.84 $6.01 ADVISOR CLASS Actual $1,000 $1,045.00 $2.79 Hypothetical (5% return before expenses) $1,000 $1,022.07 $2.76 * Expenses are calculated using the most recent six-month expense ratio, annualized for each class (A: 0.65%; C: 1.20%; and Advisor: 0.55%), multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. 70 | Annual Report 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 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 North Carolina Tax-Free Income Fund Based on Total Long-Term Investments as of 2/28/10** (PIE CHART) AAA ............... 29.7% AA ................ 27.3% A ................. 26.2% BBB ............... 9.6% 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. The letter ratings are provided to indicate the creditworthiness of the Fund's bond holdings and generally can range from AAA or Aaa (highest) to Below Investment Grade (lowest). ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa -- 0.3% AA or Aa 4.0% 0.1% A 1.2% 0.2% BBB or Baa 0.7% 0.6% Below Investment Grade 0.1% -- --- --- Total 6.0% 1.2% === === We are pleased to bring you Franklin North Carolina Tax-Free Income Fund's annual report for the fiscal year ended February 28, 2010. (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 142. Annual Report | 71 DIVIDEND DISTRIBUTIONS* Franklin North Carolina Tax-Free Income Fund DIVIDEND PER SHARE ----------------------------------------- MONTH CLASS A CLASS C ADVISOR CLASS** - ----- ---------- ---------- --------------- March 2009 4.19 cents 3.68 cents -- April 2009 4.19 cents 3.68 cents -- May 2009 4.19 cents 3.68 cents -- June 2009 4.22 cents 3.67 cents -- July 2009 4.22 cents 3.67 cents 2.78 cents August 2009 4.22 cents 3.67 cents 4.31 cents September 2009 4.22 cents 3.67 cents 4.32 cents October 2009 4.22 cents 3.67 cents 4.32 cents November 2009 4.22 cents 3.67 cents 4.32 cents December 2009 4.22 cents 3.63 cents 4.32 cents January 2010 4.22 cents 3.63 cents 4.32 cents February 2010 4.22 cents 3.63 cents 4.32 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 7/1/09, 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, increased from $11.37 on February 28, 2009, to $12.15 on February 28, 2010. The Fund's Class A shares paid dividends totaling 50.48 cents per share for the same period.(2) The Performance Summary beginning on page 74 shows that at the end of this reporting period the Fund's Class A shares' distribution rate was 3.99% based on an annualization of the current 4.22 cent per share dividend and the maximum offering price of $12.69 on February 28, 2010. An investor in the 2010 maximum combined effective federal and North Carolina personal income tax bracket of 40.04% would need to earn a distribution rate of 6.65% 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. 72 | Annual Report PORTFOLIO BREAKDOWN Franklin North Carolina Tax-Free Income Fund 2/28/10 % OF TOTAL LONG-TERM INVESTMENTS* ------------ Utilities 20.3% Hospital & Health Care 19.4% Subject to Government Appropriations 13.9% Higher Education 11.6% Transportation 10.4% Prerefunded 7.6% Tax-Supported 7.0% General Obligation 6.2% Housing 1.6% Other Revenue 1.2% Corporate-Backed 0.8% * Does not include short-term investments and other net assets. STATE UPDATE During the reporting period, North Carolina's economy continued to feel the impact of the national recession. The state's unemployment rate steadily climbed to 11.2% at period-end, which was higher than the national 9.7% rate and its highest level in decades.(3) Following national trends, the construction and manufacturing employment sectors sustained heavy job losses. The government sector and education and health services sector, however, modestly grew. North Carolina's fiscal year 2009 revenue collections were weak as income, sales and corporate taxes came in below budgeted levels. State officials responded by issuing budget cuts, transferring funds and using federal recovery funds. Revenue collections continued to deteriorate and impacted the governor's biennial budget for fiscal years 2010 and 2011. The governor proposed closing the budget gaps through the use of additional budget cuts, federal stimulus funds and tax increases on alcohol and tobacco products. North Carolina's net tax-supported debt was moderate at $730 per capita and 2.1% of personal income, compared with the $739 and 2.1% national medians.(4) Independent credit rating agency Standard & Poor's (S&P) assigned North Carolina's general obligation debt a rating of AAA with a stable outlook.(5) The rating and outlook reflected the state's history of prudent fiscal management and moderate debt burden as well as S&P's assessment that despite the economic slowdown, the basic underpinnings of the state's economy still remained. 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 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, 2010, 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, "U.S. Public Finance Report Card: 2009 State Debt Review: Significant Challenges Lie Ahead," 12/16/09. (5.) This does not indicate S&P's rating of the Fund. Annual Report | 73 Performance Summary as of 2/28/10 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 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.78 $12.15 $11.37 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.5048 CLASS C (SYMBOL: FNCIX) CHANGE 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.81 $12.30 $11.49 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.4388 ADVISOR CLASS (SYMBOL: FNCZX) CHANGE 2/28/10 7/1/09 - ----------------------------- ------ ------- ------- Net Asset Value (NAV) +$0.51 $12.15 $11.64 DISTRIBUTIONS (7/2/09-2/28/10) Dividend Income $0.3363 74 | 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 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) +11.47% +21.34% +72.40% Average Annual Total Return(2) +6.78% +3.04% +5.14% Avg. Ann. Total Return (3/31/10)(3) +6.84% +3.22% +4.92% Distribution Rate(4) 3.99% Taxable Equivalent Distribution Rate(5) 6.65% 30-Day Standardized Yield(6) 3.51% Taxable Equivalent Yield(5) 5.85% Total Annual Operating Expenses(7) 0.64% CLASS C 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------- Cumulative Total Return(1) +11.01% +18.20% +63.29% Average Annual Total Return(2) +10.01% +3.40% +5.03% Avg. Ann. Total Return (3/31/10)(3) +9.89% +3.53% +4.80% Distribution Rate(4) 3.54% Taxable Equivalent Distribution Rate(5) 5.90% 30-Day Standardized Yield(6) 3.12% Taxable Equivalent Yield(5) 5.20% Total Annual Operating Expenses(7) 1.19% ADVISOR CLASS(8) 1-YEAR 5-YEAR 10-YEAR - ---------------- ------ ------ ------- Cumulative Total Return(1) +11.53% +21.40% +72.48% Average Annual Total Return(2) +11.53% +3.95% +5.60% Avg. Ann. Total Return (3/31/10)(3) +11.51% +4.11% +5.38% Distribution Rate(4) 4.27% Taxable Equivalent Distribution Rate(5) 7.12% 30-Day Standardized Yield(6) 3.77% Taxable Equivalent Yield(5) 6.29% 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, GO TO franklintempleton.com OR CALL (800) 342-5236. Annual Report | 75 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 2/28/10 - ------- ------- 1-Year +6.78% 5-Year +3.04% 10-Year +5.14% CLASS A (3/1/00-2/28/10) (PERFORMANCE GRAPH) FRANKLIN NORTH CAROLINA BARCLAYS TAX-FREE CAPITAL INCOME MUNICIPAL DATE FUND - CLASS A BOND INDEX CPI - ---------- -------------- ---------- ------- 3/1/2000 $ 9,575 $10,000 $10,000 3/31/2000 $ 9,807 $10,218 $10,082 4/30/2000 $ 9,748 $10,158 $10,088 5/31/2000 $ 9,697 $10,105 $10,100 6/30/2000 $ 9,941 $10,373 $10,153 7/31/2000 $10,093 $10,518 $10,177 8/31/2000 $10,244 $10,680 $10,177 9/30/2000 $10,188 $10,624 $10,230 10/31/2000 $10,305 $10,740 $10,247 11/30/2000 $10,394 $10,821 $10,253 12/31/2000 $10,646 $11,089 $10,247 1/31/2001 $10,717 $11,198 $10,312 2/28/2001 $10,761 $11,234 $10,353 3/31/2001 $10,847 $11,334 $10,377 4/30/2001 $10,718 $11,212 $10,418 5/31/2001 $10,819 $11,332 $10,465 6/30/2001 $10,912 $11,408 $10,483 7/31/2001 $11,118 $11,577 $10,453 8/31/2001 $11,286 $11,768 $10,453 9/30/2001 $11,229 $11,729 $10,501 10/31/2001 $11,371 $11,868 $10,465 11/30/2001 $11,292 $11,768 $10,448 12/31/2001 $11,167 $11,657 $10,406 1/31/2002 $11,345 $11,859 $10,430 2/28/2002 $11,485 $12,002 $10,471 3/31/2002 $11,275 $11,767 $10,530 4/30/2002 $11,475 $11,997 $10,589 5/31/2002 $11,530 $12,070 $10,589 6/30/2002 $11,633 $12,197 $10,595 7/31/2002 $11,778 $12,354 $10,607 8/31/2002 $11,921 $12,503 $10,642 9/30/2002 $12,191 $12,776 $10,660 10/31/2002 $11,992 $12,565 $10,677 11/30/2002 $11,958 $12,512 $10,677 12/31/2002 $12,204 $12,776 $10,654 1/31/2003 $12,171 $12,744 $10,701 2/28/2003 $12,316 $12,922 $10,783 3/31/2003 $12,315 $12,930 $10,848 4/30/2003 $12,381 $13,015 $10,824 5/31/2003 $12,673 $13,320 $10,807 6/30/2003 $12,637 $13,263 $10,819 7/31/2003 $12,194 $12,799 $10,830 8/31/2003 $12,291 $12,895 $10,872 9/30/2003 $12,604 $13,274 $10,907 10/31/2003 $12,551 $13,207 $10,895 11/30/2003 $12,699 $13,345 $10,866 12/31/2003 $12,809 $13,455 $10,854 1/31/2004 $12,889 $13,532 $10,907 2/29/2004 $13,070 $13,736 $10,966 3/31/2004 $13,065 $13,688 $11,037 4/30/2004 $12,766 $13,364 $11,072 5/31/2004 $12,719 $13,315 $11,137 6/30/2004 $12,777 $13,364 $11,172 7/31/2004 $12,955 $13,540 $11,154 8/31/2004 $13,175 $13,811 $11,160 9/30/2004 $13,255 $13,884 $11,184 10/31/2004 $13,380 $14,004 $11,243 11/30/2004 $13,275 $13,888 $11,249 12/31/2004 $13,444 $14,058 $11,207 1/31/2005 $13,621 $14,189 $11,231 2/28/2005 $13,603 $14,142 $11,296 3/31/2005 $13,536 $14,053 $11,384 4/30/2005 $13,726 $14,274 $11,461 5/31/2005 $13,821 $14,375 $11,449 6/30/2005 $13,895 $14,464 $11,455 7/31/2005 $13,856 $14,399 $11,508 8/31/2005 $13,972 $14,544 $11,567 9/30/2005 $13,887 $14,446 $11,708 10/31/2005 $13,823 $14,359 $11,731 11/30/2005 $13,871 $14,428 $11,637 12/31/2005 $13,991 $14,552 $11,590 1/31/2006 $14,016 $14,591 $11,678 2/28/2006 $14,129 $14,689 $11,702 3/31/2006 $14,045 $14,588 $11,767 4/30/2006 $14,048 $14,583 $11,867 5/31/2006 $14,087 $14,648 $11,926 6/30/2006 $14,033 $14,592 $11,949 7/31/2006 $14,188 $14,766 $11,985 8/31/2006 $14,390 $14,985 $12,008 9/30/2006 $14,486 $15,089 $11,949 10/31/2006 $14,586 $15,184 $11,885 11/30/2006 $14,728 $15,311 $11,867 12/31/2006 $14,672 $15,257 $11,885 1/31/2007 $14,628 $15,217 $11,921 2/28/2007 $14,820 $15,418 $11,985 3/31/2007 $14,755 $15,380 $12,094 4/30/2007 $14,803 $15,426 $12,172 5/31/2007 $14,746 $15,357 $12,247 6/30/2007 $14,663 $15,278 $12,270 7/31/2007 $14,750 $15,396 $12,267 8/31/2007 $14,617 $15,330 $12,245 9/30/2007 $14,837 $15,557 $12,279 10/31/2007 $14,913 $15,626 $12,305 11/30/2007 $14,965 $15,726 $12,378 12/31/2007 $14,978 $15,769 $12,370 1/31/2008 $15,065 $15,968 $12,431 2/29/2008 $14,293 $15,237 $12,467 3/31/2008 $14,743 $15,672 $12,575 4/30/2008 $15,022 $15,856 $12,652 5/31/2008 $15,138 $15,952 $12,758 6/30/2008 $14,961 $15,771 $12,887 7/31/2008 $14,966 $15,831 $12,954 8/31/2008 $15,108 $16,017 $12,903 9/30/2008 $14,165 $15,265 $12,885 10/31/2008 $13,993 $15,110 $12,755 11/30/2008 $13,761 $15,158 $12,510 12/31/2008 $13,983 $15,379 $12,381 1/31/2009 $14,424 $15,942 $12,435 2/28/2009 $14,810 $16,025 $12,497 3/31/2009 $14,847 $16,028 $12,527 4/30/2009 $15,277 $16,349 $12,558 5/31/2009 $15,477 $16,522 $12,595 6/30/2009 $15,386 $16,367 $12,703 7/31/2009 $15,550 $16,641 $12,683 8/31/2009 $15,884 $16,925 $12,711 9/30/2009 $16,484 $17,532 $12,719 10/31/2009 $16,209 $17,164 $12,731 11/30/2009 $16,225 $17,306 $12,740 12/31/2009 $16,361 $17,365 $12,718 1/31/2010 $16,392 $17,455 $12,761 2/28/2010 $16,507 $17,624 $12,764 AVERAGE ANNUAL TOTAL RETURN CLASS C 2/28/10 - ------- ------- 1-Year +10.01% 5-Year +3.40% 10-Year +5.03% CLASS C (3/1/00-2/28/10) (PERFORMANCE GRAPH) FRANKLIN NORTH CAROLINA BARCLAYS TAX-FREE CAPITAL INCOME MUNICIPAL DATE FUND - CLASS C BOND INDEX CPI - ---------- -------------- ---------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,237 $10,218 $10,082 4/30/2000 $10,170 $10,158 $10,088 5/31/2000 $10,103 $10,105 $10,100 6/30/2000 $10,361 $10,373 $10,153 7/31/2000 $10,513 $10,518 $10,177 8/31/2000 $10,664 $10,680 $10,177 9/30/2000 $10,602 $10,624 $10,230 10/31/2000 $10,718 $10,740 $10,247 11/30/2000 $10,805 $10,821 $10,253 12/31/2000 $11,061 $11,089 $10,247 1/31/2001 $11,138 $11,198 $10,312 2/28/2001 $11,178 $11,234 $10,353 3/31/2001 $11,261 $11,334 $10,377 4/30/2001 $11,114 $11,212 $10,418 5/31/2001 $11,222 $11,332 $10,465 6/30/2001 $11,312 $11,408 $10,483 7/31/2001 $11,519 $11,577 $10,453 8/31/2001 $11,687 $11,768 $10,453 9/30/2001 $11,622 $11,729 $10,501 10/31/2001 $11,763 $11,868 $10,465 11/30/2001 $11,677 $11,768 $10,448 12/31/2001 $11,543 $11,657 $10,406 1/31/2002 $11,730 $11,859 $10,430 2/28/2002 $11,859 $12,002 $10,471 3/31/2002 $11,637 $11,767 $10,530 4/30/2002 $11,836 $11,997 $10,589 5/31/2002 $11,898 $12,070 $10,589 6/30/2002 $11,998 $12,197 $10,595 7/31/2002 $12,139 $12,354 $10,607 8/31/2002 $12,280 $12,503 $10,642 9/30/2002 $12,561 $12,776 $10,660 10/31/2002 $12,342 $12,565 $10,677 11/30/2002 $12,302 $12,512 $10,677 12/31/2002 $12,547 $12,776 $10,654 1/31/2003 $12,508 $12,744 $10,701 2/28/2003 $12,660 $12,922 $10,783 3/31/2003 $12,643 $12,930 $10,848 4/30/2003 $12,715 $13,015 $10,824 5/31/2003 $13,006 $13,320 $10,807 6/30/2003 $12,965 $13,263 $10,819 7/31/2003 $12,497 $12,799 $10,830 8/31/2003 $12,600 $12,895 $10,872 9/30/2003 $12,901 $13,274 $10,907 10/31/2003 $12,840 $13,207 $10,895 11/30/2003 $12,994 $13,345 $10,866 12/31/2003 $13,099 $13,455 $10,854 1/31/2004 $13,174 $13,532 $10,907 2/29/2004 $13,362 $13,736 $10,966 3/31/2004 $13,340 $13,688 $11,037 4/30/2004 $13,031 $13,364 $11,072 5/31/2004 $12,978 $13,315 $11,137 6/30/2004 $13,030 $13,364 $11,172 7/31/2004 $13,204 $13,540 $11,154 8/31/2004 $13,431 $13,811 $11,160 9/30/2004 $13,495 $13,884 $11,184 10/31/2004 $13,615 $14,004 $11,243 11/30/2004 $13,514 $13,888 $11,249 12/31/2004 $13,678 $14,058 $11,207 1/31/2005 $13,839 $14,189 $11,231 2/28/2005 $13,815 $14,142 $11,296 3/31/2005 $13,751 $14,053 $11,384 4/30/2005 $13,936 $14,274 $11,461 5/31/2005 $14,024 $14,375 $11,449 6/30/2005 $14,093 $14,464 $11,455 7/31/2005 $14,047 $14,399 $11,508 8/31/2005 $14,157 $14,544 $11,567 9/30/2005 $14,066 $14,446 $11,708 10/31/2005 $13,995 $14,359 $11,731 11/30/2005 $14,037 $14,428 $11,637 12/31/2005 $14,150 $14,552 $11,590 1/31/2006 $14,169 $14,591 $11,678 2/28/2006 $14,288 $14,689 $11,702 3/31/2006 $14,186 $14,588 $11,767 4/30/2006 $14,182 $14,583 $11,867 5/31/2006 $14,214 $14,648 $11,926 6/30/2006 $14,154 $14,592 $11,949 7/31/2006 $14,313 $14,766 $11,985 8/31/2006 $14,509 $14,985 $12,008 9/30/2006 $14,587 $15,089 $11,949 10/31/2006 $14,691 $15,184 $11,885 11/30/2006 $14,815 $15,311 $11,867 12/31/2006 $14,752 $15,257 $11,885 1/31/2007 $14,713 $15,217 $11,921 2/28/2007 $14,897 $15,418 $11,985 3/31/2007 $14,825 $15,380 $12,094 4/30/2007 $14,867 $15,426 $12,172 5/31/2007 $14,791 $15,357 $12,247 6/30/2007 $14,713 $15,278 $12,270 7/31/2007 $14,793 $15,396 $12,267 8/31/2007 $14,642 $15,330 $12,245 9/30/2007 $14,866 $15,557 $12,279 10/31/2007 $14,922 $15,626 $12,305 11/30/2007 $14,979 $15,726 $12,378 12/31/2007 $14,985 $15,769 $12,370 1/31/2008 $15,064 $15,968 $12,431 2/29/2008 $14,282 $15,237 $12,467 3/31/2008 $14,720 $15,672 $12,575 4/30/2008 $15,001 $15,856 $12,652 5/31/2008 $15,108 $15,952 $12,758 6/30/2008 $14,927 $15,771 $12,887 7/31/2008 $14,924 $15,831 $12,954 8/31/2008 $15,058 $16,017 $12,903 9/30/2008 $14,109 $15,265 $12,885 10/31/2008 $13,932 $15,110 $12,755 11/30/2008 $13,697 $15,158 $12,510 12/31/2008 $13,909 $15,379 $12,381 1/31/2009 $14,350 $15,942 $12,435 2/28/2009 $14,711 $16,025 $12,497 3/31/2009 $14,752 $16,028 $12,527 4/30/2009 $15,182 $16,349 $12,558 5/31/2009 $15,371 $16,522 $12,595 6/30/2009 $15,275 $16,367 $12,703 7/31/2009 $15,429 $16,641 $12,683 8/31/2009 $15,749 $16,925 $12,711 9/30/2009 $16,330 $17,532 $12,719 10/31/2009 $16,054 $17,164 $12,731 11/30/2009 $16,061 $17,306 $12,740 12/31/2009 $16,187 $17,365 $12,718 1/31/2010 $16,209 $17,455 $12,761 2/28/2010 $16,329 $17,624 $12,764 76 | Annual Report Performance Summary (CONTINUED) AVERAGE ANNUAL TOTAL RETURN ADVISOR CLASS(8) 2/28/10 - ---------------- ------- 1-Year +11.53% 5-Year +3.95% 10-Year +5.60% ADVISOR CLASS (3/1/00-2/28/10)(8) (PERFORMANCE GRAPH) FRANKLIN NORTH CAROLINA BARCLAYS TAX-FREE CAPITAL INCOME FUND - MUNICIPAL DATE ADVISOR CLASS BOND INDEX CPI - ---------- -------------- ---------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,243 $10,218 $10,082 4/30/2000 $10,181 $10,158 $10,088 5/31/2000 $10,127 $10,105 $10,100 6/30/2000 $10,383 $10,373 $10,153 7/31/2000 $10,541 $10,518 $10,177 8/31/2000 $10,698 $10,680 $10,177 9/30/2000 $10,641 $10,624 $10,230 10/31/2000 $10,763 $10,740 $10,247 11/30/2000 $10,855 $10,821 $10,253 12/31/2000 $11,119 $11,089 $10,247 1/31/2001 $11,193 $11,198 $10,312 2/28/2001 $11,238 $11,234 $10,353 3/31/2001 $11,328 $11,334 $10,377 4/30/2001 $11,194 $11,212 $10,418 5/31/2001 $11,300 $11,332 $10,465 6/30/2001 $11,396 $11,408 $10,483 7/31/2001 $11,612 $11,577 $10,453 8/31/2001 $11,787 $11,768 $10,453 9/30/2001 $11,727 $11,729 $10,501 10/31/2001 $11,875 $11,868 $10,465 11/30/2001 $11,793 $11,768 $10,448 12/31/2001 $11,663 $11,657 $10,406 1/31/2002 $11,848 $11,859 $10,430 2/28/2002 $11,995 $12,002 $10,471 3/31/2002 $11,776 $11,767 $10,530 4/30/2002 $11,984 $11,997 $10,589 5/31/2002 $12,042 $12,070 $10,589 6/30/2002 $12,150 $12,197 $10,595 7/31/2002 $12,301 $12,354 $10,607 8/31/2002 $12,450 $12,503 $10,642 9/30/2002 $12,732 $12,776 $10,660 10/31/2002 $12,524 $12,565 $10,677 11/30/2002 $12,489 $12,512 $10,677 12/31/2002 $12,746 $12,776 $10,654 1/31/2003 $12,711 $12,744 $10,701 2/28/2003 $12,862 $12,922 $10,783 3/31/2003 $12,861 $12,930 $10,848 4/30/2003 $12,930 $13,015 $10,824 5/31/2003 $13,235 $13,320 $10,807 6/30/2003 $13,198 $13,263 $10,819 7/31/2003 $12,735 $12,799 $10,830 8/31/2003 $12,837 $12,895 $10,872 9/30/2003 $13,163 $13,274 $10,907 10/31/2003 $13,108 $13,207 $10,895 11/30/2003 $13,263 $13,345 $10,866 12/31/2003 $13,377 $13,455 $10,854 1/31/2004 $13,461 $13,532 $10,907 2/29/2004 $13,650 $13,736 $10,966 3/31/2004 $13,645 $13,688 $11,037 4/30/2004 $13,332 $13,364 $11,072 5/31/2004 $13,284 $13,315 $11,137 6/30/2004 $13,344 $13,364 $11,172 7/31/2004 $13,530 $13,540 $11,154 8/31/2004 $13,760 $13,811 $11,160 9/30/2004 $13,844 $13,884 $11,184 10/31/2004 $13,974 $14,004 $11,243 11/30/2004 $13,864 $13,888 $11,249 12/31/2004 $14,041 $14,058 $11,207 1/31/2005 $14,226 $14,189 $11,231 2/28/2005 $14,207 $14,142 $11,296 3/31/2005 $14,136 $14,053 $11,384 4/30/2005 $14,335 $14,274 $11,461 5/31/2005 $14,434 $14,375 $11,449 6/30/2005 $14,512 $14,464 $11,455 7/31/2005 $14,471 $14,399 $11,508 8/31/2005 $14,592 $14,544 $11,567 9/30/2005 $14,504 $14,446 $11,708 10/31/2005 $14,436 $14,359 $11,731 11/30/2005 $14,487 $14,428 $11,637 12/31/2005 $14,612 $14,552 $11,590 1/31/2006 $14,638 $14,591 $11,678 2/28/2006 $14,756 $14,689 $11,702 3/31/2006 $14,669 $14,588 $11,767 4/30/2006 $14,671 $14,583 $11,867 5/31/2006 $14,712 $14,648 $11,926 6/30/2006 $14,656 $14,592 $11,949 7/31/2006 $14,818 $14,766 $11,985 8/31/2006 $15,029 $14,985 $12,008 9/30/2006 $15,129 $15,089 $11,949 10/31/2006 $15,233 $15,184 $11,885 11/30/2006 $15,382 $15,311 $11,867 12/31/2006 $15,323 $15,257 $11,885 1/31/2007 $15,277 $15,217 $11,921 2/28/2007 $15,477 $15,418 $11,985 3/31/2007 $15,410 $15,380 $12,094 4/30/2007 $15,460 $15,426 $12,172 5/31/2007 $15,400 $15,357 $12,247 6/30/2007 $15,314 $15,278 $12,270 7/31/2007 $15,405 $15,396 $12,267 8/31/2007 $15,266 $15,330 $12,245 9/30/2007 $15,496 $15,557 $12,279 10/31/2007 $15,575 $15,626 $12,305 11/30/2007 $15,629 $15,726 $12,378 12/31/2007 $15,643 $15,769 $12,370 1/31/2008 $15,733 $15,968 $12,431 2/29/2008 $14,928 $15,237 $12,467 3/31/2008 $15,398 $15,672 $12,575 4/30/2008 $15,689 $15,856 $12,652 5/31/2008 $15,810 $15,952 $12,758 6/30/2008 $15,625 $15,771 $12,887 7/31/2008 $15,630 $15,831 $12,954 8/31/2008 $15,778 $16,017 $12,903 9/30/2008 $14,793 $15,265 $12,885 10/31/2008 $14,614 $15,110 $12,755 11/30/2008 $14,371 $15,158 $12,510 12/31/2008 $14,603 $15,379 $12,381 1/31/2009 $15,065 $15,942 $12,435 2/28/2009 $15,467 $16,025 $12,497 3/31/2009 $15,506 $16,028 $12,527 4/30/2009 $15,956 $16,349 $12,558 5/31/2009 $16,164 $16,522 $12,595 6/30/2009 $16,069 $16,367 $12,703 7/31/2009 $16,239 $16,641 $12,683 8/31/2009 $16,589 $16,925 $12,711 9/30/2009 $17,217 $17,532 $12,719 10/31/2009 $16,931 $17,164 $12,731 11/30/2009 $16,935 $17,306 $12,740 12/31/2009 $17,093 $17,365 $12,718 1/31/2010 $17,126 $17,455 $12,761 2/28/2010 $17,248 $17,624 $12,764 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. 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 2/28/10. (5.) Taxable equivalent distribution rate and yield assume the published rates as of 12/24/09 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.) The 30-day standardized yield for the month ended 2/28/10 reflects an estimated yield to maturity (assuming all portfolio securities are held to maturity). It should be regarded as an estimate of the Fund's rate of investment income, and it may not equal the Fund's actual income distribution rate (which reflects the Fund's past dividends paid to shareholders) or the income reported in the Fund's financial statements. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. In periods of market volatility, assets may decline significantly, causing total annual Fund operating expenses to become higher than the figures shown. (8.) Effective 7/1/09, 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 7/1/09, 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 6/30/09, actual Advisor Class performance is used reflecting all charges and fees applicable to that class. Since 7/1/09 (commencement of sales), the cumulative total return of Advisor Class shares was +7.33%. (9.) Source: (C) 2010 Morningstar. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. To be included in the index, bonds must be fixed rate, have at least one year to final maturity and be rated investment grade (Baa3/BBB- or higher) by at least two of the following agencies: Moody's, Standard & Poor's or Fitch. 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 | 77 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. 78 | 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 9/1/09 VALUE 2/28/10 PERIOD* 9/1/09-2/28/10 ----------------- -------------- ---------------------- CLASS A Actual $1,000 $1,039.30 $3.24 Hypothetical (5% return before expenses) $1,000 $1,021.62 $3.21 CLASS C Actual $1,000 $1,036.80 $6.01 Hypothetical (5% return before expenses) $1,000 $1,018.89 $5.96 ADVISOR CLASS Actual $1,000 $1,039.80 $2.73 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%; 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 | 79 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 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 Virginia Tax-Free Income Fund Based on Total Long-Term Investments as of 2/28/10** (PIE CHART) AAA ................. 30.3% AA .................. 28.4% A ................... 22.3% BBB ................. 9.6% Not Rated by S&P .... 9.4% * 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. The letter ratings are provided to indicate the creditworthiness of the Fund's bond holdings and generally can range from AAA or Aaa (highest) to Below Investment Grade (lowest). ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa -- 0.6% AA or Aa 0.4% -- A 3.0% 0.1% BBB or Baa 4.0% 0.4% Below Investment Grade 0.9% -- --- --- Total 8.3% 1.1% We are pleased to bring you Franklin Virginia Tax-Free Income Fund's annual report for the fiscal year ended February 28, 2010. (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 153. 80 | Annual Report DIVIDEND DISTRIBUTIONS* Franklin Virginia Tax-Free Income Fund DIVIDEND PER SHARE -------------------------------------------- MONTH CLASS A CLASS C ADVISOR CLASS** - ----- ---------- ---------- ------------------ March 2009 4.05 cents 3.55 cents -- April 2009 4.05 cents 3.55 cents -- May 2009 4.05 cents 3.55 cents -- June 2009 4.05 cents 3.54 cents -- July 2009 4.05 cents 3.54 cents 2.67 cents August 2009 4.05 cents 3.54 cents 4.14 cents September 2009 4.05 cents 3.52 cents 4.18 cents October 2009 4.05 cents 3.52 cents 4.18 cents November 2009 4.05 cents 3.52 cents 4.18 cents December 2009 4.05 cents 3.49 cents 4.12 cents January 2010 4.05 cents 3.49 cents 4.12 cents February 2010 4.05 cents 3.49 cents 4.12 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 7/1/09, 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, increased from $10.95 on February 28, 2009, to $11.63 on February 28, 2010. The Fund's Class A shares paid dividends totaling 48.53 cents per share for the same period.(2) The Performance Summary beginning on page 84 shows that at the end of this reporting period the Fund's Class A shares' distribution rate was 4.00% based on an annualization of the current 4.05 cent per share dividend and the maximum offering price of $12.15 on February 28, 2010. An investor in the 2010 maximum combined effective federal and Virginia personal income tax bracket of 38.74% would need to earn a distribution rate of 6.53% 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 | 81 PORTFOLIO BREAKDOWN Franklin Virginia Tax-Free Income Fund 2/28/10 % OF TOTAL LONG-TERM INVESTMENTS* ------------ Utilities 17.8% Prerefunded 16.7% Other Revenue 11.2% Transportation 10.9% General Obligation 8.8% Hospital & Health Care 8.5% Subject to Government Appropriations 6.9% Housing 6.7% Tax-Supported 5.6% Higher Education 5.2% Corporate-Backed 1.7% * Does not include short-term investments and other net assets. COMMONWEALTH UPDATE During the reporting period, Virginia weathered the downside effects of the recession better than many states. The commonwealth's large military presence and proximity to the nation's capital helped stabilize the diverse local economy's employment base. At period-end, Virginia's unemployment rate reached a 27-year high of 7.2%, which was lower than the 9.7% national rate.(3) The construction, information and manufacturing sectors were hard hit. However, the education and health services sector and other services sector made small gains. Virginia's revenue collections fell during the 2008-2010 biennium, including a 9.2% drop in revenues in fiscal year 2009, the largest decrease in the commonwealth's recent history.(4) State officials addressed the resulting budget gap by drawing on the rainy day fund, cutting agency budgets, reducing state jobs, eliminating state employee salary increases and using bonds for certain capital projects formerly funded through the operating budget. Virginia also used federal stimulus funds to offset some of the shortfall. Revenue collections declined again in fiscal year 2010, and state officials announced a $4.2 billion shortfall in the 2010-2012 biennium budget.(5) The commonwealth's debt burden remained manageable at $848 per capita and 2.0% of personal income, compared with the $739 and 2.1% national medians.(6) Independent credit rating agency Standard & Poor's (S&P) assigned Virginia's general obligation debt its highest rating of AAA with a stable outlook.(7) The rating and outlook reflected S&P's assessment that the commonwealth's conservative financial management would continue during the national recession, and that Virginia's overall economic strength, employment diversity and good income levels may offset the recession's near-term effects. (3.) Source: Bureau of Labor Statistics. (4.) Source: Moody's Investors Service, "New Issue: Moody's Assigns Aa1 Ratings to $447 Million of Virginia Higher Education Revenue Bonds, Issued Though the Virginia College Building Authority," 11/30/09. (5.) Source: THE VIRGINIAN-PILOT, "Kaine: End Car Tax, Raise Virginia Income Tax 1 Percent," 12/19/09. (6.) Source: Standard & Poor's, "U.S. Public Finance Report Card: 2009 State Debt Review: Significant Challenges Lie Ahead," 12/16/09. (7.) This does not indicate S&P's rating of the Fund. 82 | 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 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, 2010, 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 | 83 Performance Summary as of 2/28/10 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 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.68 $11.63 $10.95 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.4853 CLASS C (SYMBOL: FVAIX) CHANGE 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.69 $11.77 $11.08 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.4223 ADVISOR CLASS (SYMBOL: N/A) CHANGE 2/28/10 7/1/09 - --------------------------- ------ ------- ------- Net Asset Value (NAV) +$0.48 $11.63 $11.15 DISTRIBUTIONS (7/2/09-2/28/10) Dividend Income $0.3230 84 | 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 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) +10.82% +20.88% +69.00% Average Annual Total Return(2) +6.07% +2.96% +4.93% Avg. Ann. Total Return (3/31/10)(3) +6.04% +3.06% +4.66% Distribution Rate(4) 4.00% Taxable Equivalent Distribution Rate(5) 6.53% 30-Day Standardized Yield(6) 3.21% Taxable Equivalent Yield(5) 5.24% Total Annual Operating Expenses(7) 0.66% CLASS C 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------- Cumulative Total Return(1) +10.18% +17.66% +60.20% Average Annual Total Return(2) +9.18% +3.31% +4.83% Avg. Ann. Total Return (3/31/10)(3) +9.25% +3.41% +4.55% Distribution Rate(4) 3.56% Taxable Equivalent Distribution Rate(5) 5.81% 30-Day Standardized Yield(6) 2.82% Taxable Equivalent Yield(5) 4.60% Total Annual Operating Expenses(7) 1.21% ADVISOR CLASS(8) 1-YEAR 5-YEAR 10-YEAR - ---------------- ------ ------ ------- Cumulative Total Return(1) +10.87% +20.94% +69.08% Average Annual Total Return(2) +10.87% +3.87% +5.39% Avg. Ann. Total Return (3/31/10)(3) +10.85% +3.98% +5.12% Distribution Rate(4) 4.26% Taxable Equivalent Distribution Rate(5) 6.95% 30-Day Standardized Yield(6) 3.45% Taxable Equivalent Yield(5) 5.63% Total Annual Operating Expenses(7) 0.56% PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. FOR MOST RECENT MONTH-END PERFORMANCE, GO TO franklintempleton.com OR CALL (800) 342-5236. Annual Report | 85 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 2/28/10 - ------- ------- 1-Year +6.07% 5-Year +2.96% 10-Year +4.93% CLASS A (3/1/00-2/28/10) (PERFORMANCE GRAPH) FRANKLIN VIRGINIA TAX-FREE BARCLAYS CAPITAL DATE INCOME FUND - CLASS A MUNICIPAL BOND INDEX CPI - ---------- -------------------------- -------------------- ------- 3/1/2000 $ 9,575 $10,000 $10,000 3/31/2000 $ 9,847 $10,218 $10,082 4/30/2000 $ 9,785 $10,158 $10,088 5/31/2000 $ 9,714 $10,105 $10,100 6/30/2000 $ 9,973 $10,373 $10,153 7/31/2000 $10,099 $10,518 $10,177 8/31/2000 $10,262 $10,680 $10,177 9/30/2000 $10,196 $10,624 $10,230 10/31/2000 $10,306 $10,740 $10,247 11/30/2000 $10,349 $10,821 $10,253 12/31/2000 $10,570 $11,089 $10,247 1/31/2001 $10,633 $11,198 $10,312 2/28/2001 $10,705 $11,234 $10,353 3/31/2001 $10,801 $11,334 $10,377 4/30/2001 $10,686 $11,212 $10,418 5/31/2001 $10,789 $11,332 $10,465 6/30/2001 $10,862 $11,408 $10,483 7/31/2001 $11,025 $11,577 $10,453 8/31/2001 $11,176 $11,768 $10,453 9/30/2001 $11,106 $11,729 $10,501 10/31/2001 $11,249 $11,868 $10,465 11/30/2001 $11,186 $11,768 $10,448 12/31/2001 $11,036 $11,657 $10,406 1/31/2002 $11,206 $11,859 $10,430 2/28/2002 $11,318 $12,002 $10,471 3/31/2002 $11,131 $11,767 $10,530 4/30/2002 $11,294 $11,997 $10,589 5/31/2002 $11,359 $12,070 $10,589 6/30/2002 $11,453 $12,197 $10,595 7/31/2002 $11,590 $12,354 $10,607 8/31/2002 $11,695 $12,503 $10,642 9/30/2002 $11,920 $12,776 $10,660 10/31/2002 $11,675 $12,565 $10,677 11/30/2002 $11,639 $12,512 $10,677 12/31/2002 $11,888 $12,776 $10,654 1/31/2003 $11,841 $12,744 $10,701 2/28/2003 $11,986 $12,922 $10,783 3/31/2003 $12,013 $12,930 $10,848 4/30/2003 $12,130 $13,015 $10,824 5/31/2003 $12,436 $13,320 $10,807 6/30/2003 $12,396 $13,263 $10,819 7/31/2003 $11,951 $12,799 $10,830 8/31/2003 $12,059 $12,895 $10,872 9/30/2003 $12,335 $13,274 $10,907 10/31/2003 $12,321 $13,207 $10,895 11/30/2003 $12,460 $13,345 $10,866 12/31/2003 $12,569 $13,455 $10,854 1/31/2004 $12,659 $13,532 $10,907 2/29/2004 $12,852 $13,736 $10,966 3/31/2004 $12,833 $13,688 $11,037 4/30/2004 $12,524 $13,364 $11,072 5/31/2004 $12,517 $13,315 $11,137 6/30/2004 $12,551 $13,364 $11,172 7/31/2004 $12,719 $13,540 $11,154 8/31/2004 $12,941 $13,811 $11,160 9/30/2004 $13,020 $13,884 $11,184 10/31/2004 $13,155 $14,004 $11,243 11/30/2004 $13,045 $13,888 $11,249 12/31/2004 $13,250 $14,058 $11,207 1/31/2005 $13,406 $14,189 $11,231 2/28/2005 $13,386 $14,142 $11,296 3/31/2005 $13,349 $14,053 $11,384 4/30/2005 $13,531 $14,274 $11,461 5/31/2005 $13,615 $14,375 $11,449 6/30/2005 $13,701 $14,464 $11,455 7/31/2005 $13,648 $14,399 $11,508 8/31/2005 $13,753 $14,544 $11,567 9/30/2005 $13,689 $14,446 $11,708 10/31/2005 $13,621 $14,359 $11,731 11/30/2005 $13,658 $14,428 $11,637 12/31/2005 $13,767 $14,552 $11,590 1/31/2006 $13,792 $14,591 $11,678 2/28/2006 $13,906 $14,689 $11,702 3/31/2006 $13,831 $14,588 $11,767 4/30/2006 $13,832 $14,583 $11,867 5/31/2006 $13,870 $14,648 $11,926 6/30/2006 $13,826 $14,592 $11,949 7/31/2006 $13,959 $14,766 $11,985 8/31/2006 $14,128 $14,985 $12,008 9/30/2006 $14,214 $15,089 $11,949 10/31/2006 $14,303 $15,184 $11,885 11/30/2006 $14,411 $15,311 $11,867 12/31/2006 $14,377 $15,257 $11,885 1/31/2007 $14,343 $15,217 $11,921 2/28/2007 $14,514 $15,418 $11,985 3/31/2007 $14,484 $15,380 $12,094 4/30/2007 $14,521 $15,426 $12,172 5/31/2007 $14,461 $15,357 $12,247 6/30/2007 $14,413 $15,278 $12,270 7/31/2007 $14,514 $15,396 $12,267 8/31/2007 $14,426 $15,330 $12,245 9/30/2007 $14,601 $15,557 $12,279 10/31/2007 $14,665 $15,626 $12,305 11/30/2007 $14,755 $15,726 $12,378 12/31/2007 $14,755 $15,769 $12,370 1/31/2008 $14,868 $15,968 $12,431 2/29/2008 $14,204 $15,237 $12,467 3/31/2008 $14,625 $15,672 $12,575 4/30/2008 $14,844 $15,856 $12,652 5/31/2008 $14,948 $15,952 $12,758 6/30/2008 $14,790 $15,771 $12,887 7/31/2008 $14,819 $15,831 $12,954 8/31/2008 $14,924 $16,017 $12,903 9/30/2008 $14,060 $15,265 $12,885 10/31/2008 $13,908 $15,110 $12,755 11/30/2008 $13,800 $15,158 $12,510 12/31/2008 $13,986 $15,379 $12,381 1/31/2009 $14,370 $15,942 $12,435 2/28/2009 $14,604 $16,025 $12,497 3/31/2009 $14,639 $16,028 $12,527 4/30/2009 $14,998 $16,349 $12,558 5/31/2009 $15,174 $16,522 $12,595 6/30/2009 $15,105 $16,367 $12,703 7/31/2009 $15,257 $16,641 $12,683 8/31/2009 $15,556 $16,925 $12,711 9/30/2009 $16,128 $17,532 $12,719 10/31/2009 $15,899 $17,164 $12,731 11/30/2009 $15,940 $17,306 $12,740 12/31/2009 $16,036 $17,365 $12,718 1/31/2010 $16,079 $17,455 $12,761 2/28/2010 $16,180 $17,624 $12,764 AVERAGE ANNUAL TOTAL RETURN CLASS C 2/28/10 - ------- ------- 1-Year +9.18% 5-Year +3.31% 10-Year +4.83% CLASS C (3/1/00-2/28/10) (PERFORMANCE GRAPH) FRANKLIN VIRGINIA TAX-FREE INCOME BARCLAYS CAPITAL DATE FUND - CLASS C MUNICIPAL BOND INDEX CPI - ---------- --------------------------------- -------------------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,288 $10,218 $10,082 4/30/2000 $10,219 $10,158 $10,088 5/31/2000 $10,140 $10,105 $10,100 6/30/2000 $10,404 $10,373 $10,153 7/31/2000 $10,530 $10,518 $10,177 8/31/2000 $10,694 $10,680 $10,177 9/30/2000 $10,621 $10,624 $10,230 10/31/2000 $10,729 $10,740 $10,247 11/30/2000 $10,770 $10,821 $10,253 12/31/2000 $10,993 $11,089 $10,247 1/31/2001 $11,053 $11,198 $10,312 2/28/2001 $11,122 $11,234 $10,353 3/31/2001 $11,225 $11,334 $10,377 4/30/2001 $11,102 $11,212 $10,418 5/31/2001 $11,193 $11,332 $10,465 6/30/2001 $11,273 $11,408 $10,483 7/31/2001 $11,435 $11,577 $10,453 8/31/2001 $11,576 $11,768 $10,453 9/30/2001 $11,508 $11,729 $10,501 10/31/2001 $11,650 $11,868 $10,465 11/30/2001 $11,580 $11,768 $10,448 12/31/2001 $11,421 $11,657 $10,406 1/31/2002 $11,590 $11,859 $10,430 2/28/2002 $11,710 $12,002 $10,471 3/31/2002 $11,502 $11,767 $10,530 4/30/2002 $11,674 $11,997 $10,589 5/31/2002 $11,725 $12,070 $10,589 6/30/2002 $11,816 $12,197 $10,595 7/31/2002 $11,951 $12,354 $10,607 8/31/2002 $12,053 $12,503 $10,642 9/30/2002 $12,288 $12,776 $10,660 10/31/2002 $12,032 $12,565 $10,677 11/30/2002 $11,990 $12,512 $10,677 12/31/2002 $12,228 $12,776 $10,654 1/31/2003 $12,185 $12,744 $10,701 2/28/2003 $12,328 $12,922 $10,783 3/31/2003 $12,350 $12,930 $10,848 4/30/2003 $12,463 $13,015 $10,824 5/31/2003 $12,770 $13,320 $10,807 6/30/2003 $12,724 $13,263 $10,819 7/31/2003 $12,264 $12,799 $10,830 8/31/2003 $12,369 $12,895 $10,872 9/30/2003 $12,644 $13,274 $10,907 10/31/2003 $12,623 $13,207 $10,895 11/30/2003 $12,759 $13,345 $10,866 12/31/2003 $12,863 $13,455 $10,854 1/31/2004 $12,948 $13,532 $10,907 2/29/2004 $13,137 $13,736 $10,966 3/31/2004 $13,112 $13,688 $11,037 4/30/2004 $12,792 $13,364 $11,072 5/31/2004 $12,790 $13,315 $11,137 6/30/2004 $12,808 $13,364 $11,172 7/31/2004 $12,972 $13,540 $11,154 8/31/2004 $13,202 $13,811 $11,160 9/30/2004 $13,275 $13,884 $11,184 10/31/2004 $13,406 $14,004 $11,243 11/30/2004 $13,289 $13,888 $11,249 12/31/2004 $13,490 $14,058 $11,207 1/31/2005 $13,641 $14,189 $11,231 2/28/2005 $13,615 $14,142 $11,296 3/31/2005 $13,570 $14,053 $11,384 4/30/2005 $13,747 $14,274 $11,461 5/31/2005 $13,836 $14,375 $11,449 6/30/2005 $13,905 $14,464 $11,455 7/31/2005 $13,857 $14,399 $11,508 8/31/2005 $13,956 $14,544 $11,567 9/30/2005 $13,874 $14,446 $11,708 10/31/2005 $13,811 $14,359 $11,731 11/30/2005 $13,842 $14,428 $11,637 12/31/2005 $13,945 $14,552 $11,590 1/31/2006 $13,964 $14,591 $11,678 2/28/2006 $14,061 $14,689 $11,702 3/31/2006 $13,978 $14,588 $11,767 4/30/2006 $13,984 $14,583 $11,867 5/31/2006 $14,016 $14,648 $11,926 6/30/2006 $13,965 $14,592 $11,949 7/31/2006 $14,092 $14,766 $11,985 8/31/2006 $14,255 $14,985 $12,008 9/30/2006 $14,334 $15,089 $11,949 10/31/2006 $14,416 $15,184 $11,885 11/30/2006 $14,529 $15,311 $11,867 12/31/2006 $14,477 $15,257 $11,885 1/31/2007 $14,436 $15,217 $11,921 2/28/2007 $14,600 $15,418 $11,985 3/31/2007 $14,563 $15,380 $12,094 4/30/2007 $14,594 $15,426 $12,172 5/31/2007 $14,540 $15,357 $12,247 6/30/2007 $14,473 $15,278 $12,270 7/31/2007 $14,566 $15,396 $12,267 8/31/2007 $14,473 $15,330 $12,245 9/30/2007 $14,652 $15,557 $12,279 10/31/2007 $14,709 $15,626 $12,305 11/30/2007 $14,779 $15,726 $12,378 12/31/2007 $14,784 $15,769 $12,370 1/31/2008 $14,890 $15,968 $12,431 2/29/2008 $14,213 $15,237 $12,467 3/31/2008 $14,623 $15,672 $12,575 4/30/2008 $14,845 $15,856 $12,652 5/31/2008 $14,941 $15,952 $12,758 6/30/2008 $14,766 $15,771 $12,887 7/31/2008 $14,787 $15,831 $12,954 8/31/2008 $14,897 $16,017 $12,903 9/30/2008 $14,025 $15,265 $12,885 10/31/2008 $13,868 $15,110 $12,755 11/30/2008 $13,755 $15,158 $12,510 12/31/2008 $13,932 $15,379 $12,381 1/31/2009 $14,304 $15,942 $12,435 2/28/2009 $14,541 $16,025 $12,497 3/31/2009 $14,555 $16,028 $12,527 4/30/2009 $14,916 $16,349 $12,558 5/31/2009 $15,081 $16,522 $12,595 6/30/2009 $15,007 $16,367 $12,703 7/31/2009 $15,150 $16,641 $12,683 8/31/2009 $15,437 $16,925 $12,711 9/30/2009 $16,003 $17,532 $12,719 10/31/2009 $15,758 $17,164 $12,731 11/30/2009 $15,791 $17,306 $12,740 12/31/2009 $15,892 $17,365 $12,718 1/31/2010 $15,926 $17,455 $12,761 2/28/2010 $16,020 $17,624 $12,764 86 | Annual Report Performance Summary (CONTINUED) ADVISOR CLASS (3/1/00-2/28/10)(8) FRANKLIN VIRGINIA TAX-FREE BARCLAYS CAPITAL DATE INCOME FUND - ADVISOR CLASS MUNICIPAL BOND INDEX CPI - ---------- --------------------------- -------------------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,284 $10,218 $10,082 4/30/2000 $10,220 $10,158 $10,088 5/31/2000 $10,145 $10,105 $10,100 6/30/2000 $10,415 $10,373 $10,153 7/31/2000 $10,548 $10,518 $10,177 8/31/2000 $10,718 $10,680 $10,177 9/30/2000 $10,649 $10,624 $10,230 10/31/2000 $10,763 $10,740 $10,247 11/30/2000 $10,809 $10,821 $10,253 12/31/2000 $11,040 $11,089 $10,247 1/31/2001 $11,105 $11,198 $10,312 2/28/2001 $11,180 $11,234 $10,353 3/31/2001 $11,280 $11,334 $10,377 4/30/2001 $11,161 $11,212 $10,418 5/31/2001 $11,268 $11,332 $10,465 6/30/2001 $11,345 $11,408 $10,483 7/31/2001 $11,514 $11,577 $10,453 8/31/2001 $11,672 $11,768 $10,453 9/30/2001 $11,598 $11,729 $10,501 10/31/2001 $11,748 $11,868 $10,465 11/30/2001 $11,682 $11,768 $10,448 12/31/2001 $11,526 $11,657 $10,406 1/31/2002 $11,703 $11,859 $10,430 2/28/2002 $11,820 $12,002 $10,471 3/31/2002 $11,625 $11,767 $10,530 4/30/2002 $11,795 $11,997 $10,589 5/31/2002 $11,863 $12,070 $10,589 6/30/2002 $11,962 $12,197 $10,595 7/31/2002 $12,105 $12,354 $10,607 8/31/2002 $12,214 $12,503 $10,642 9/30/2002 $12,450 $12,776 $10,660 10/31/2002 $12,193 $12,565 $10,677 11/30/2002 $12,156 $12,512 $10,677 12/31/2002 $12,416 $12,776 $10,654 1/31/2003 $12,366 $12,744 $10,701 2/28/2003 $12,518 $12,922 $10,783 3/31/2003 $12,547 $12,930 $10,848 4/30/2003 $12,668 $13,015 $10,824 5/31/2003 $12,988 $13,320 $10,807 6/30/2003 $12,947 $13,263 $10,819 7/31/2003 $12,481 $12,799 $10,830 8/31/2003 $12,594 $12,895 $10,872 9/30/2003 $12,882 $13,274 $10,907 10/31/2003 $12,868 $13,207 $10,895 11/30/2003 $13,013 $13,345 $10,866 12/31/2003 $13,127 $13,455 $10,854 1/31/2004 $13,221 $13,532 $10,907 2/29/2004 $13,422 $13,736 $10,966 3/31/2004 $13,403 $13,688 $11,037 4/30/2004 $13,080 $13,364 $11,072 5/31/2004 $13,072 $13,315 $11,137 6/30/2004 $13,108 $13,364 $11,172 7/31/2004 $13,284 $13,540 $11,154 8/31/2004 $13,516 $13,811 $11,160 9/30/2004 $13,598 $13,884 $11,184 10/31/2004 $13,739 $14,004 $11,243 11/30/2004 $13,624 $13,888 $11,249 12/31/2004 $13,838 $14,058 $11,207 1/31/2005 $14,001 $14,189 $11,231 2/28/2005 $13,980 $14,142 $11,296 3/31/2005 $13,942 $14,053 $11,384 4/30/2005 $14,131 $14,274 $11,461 5/31/2005 $14,219 $14,375 $11,449 6/30/2005 $14,309 $14,464 $11,455 7/31/2005 $14,254 $14,399 $11,508 8/31/2005 $14,364 $14,544 $11,567 9/30/2005 $14,296 $14,446 $11,708 10/31/2005 $14,226 $14,359 $11,731 11/30/2005 $14,264 $14,428 $11,637 12/31/2005 $14,378 $14,552 $11,590 1/31/2006 $14,404 $14,591 $11,678 2/28/2006 $14,523 $14,689 $11,702 3/31/2006 $14,445 $14,588 $11,767 4/30/2006 $14,446 $14,583 $11,867 5/31/2006 $14,486 $14,648 $11,926 6/30/2006 $14,439 $14,592 $11,949 7/31/2006 $14,579 $14,766 $11,985 8/31/2006 $14,756 $14,985 $12,008 9/30/2006 $14,845 $15,089 $11,949 10/31/2006 $14,937 $15,184 $11,885 11/30/2006 $15,051 $15,311 $11,867 12/31/2006 $15,015 $15,257 $11,885 1/31/2007 $14,979 $15,217 $11,921 2/28/2007 $15,158 $15,418 $11,985 3/31/2007 $15,127 $15,380 $12,094 4/30/2007 $15,165 $15,426 $12,172 5/31/2007 $15,103 $15,357 $12,247 6/30/2007 $15,053 $15,278 $12,270 7/31/2007 $15,158 $15,396 $12,267 8/31/2007 $15,067 $15,330 $12,245 9/30/2007 $15,249 $15,557 $12,279 10/31/2007 $15,316 $15,626 $12,305 11/30/2007 $15,410 $15,726 $12,378 12/31/2007 $15,410 $15,769 $12,370 1/31/2008 $15,527 $15,968 $12,431 2/29/2008 $14,834 $15,237 $12,467 3/31/2008 $15,274 $15,672 $12,575 4/30/2008 $15,503 $15,856 $12,652 5/31/2008 $15,611 $15,952 $12,758 6/30/2008 $15,447 $15,771 $12,887 7/31/2008 $15,477 $15,831 $12,954 8/31/2008 $15,586 $16,017 $12,903 9/30/2008 $14,684 $15,265 $12,885 10/31/2008 $14,526 $15,110 $12,755 11/30/2008 $14,413 $15,158 $12,510 12/31/2008 $14,607 $15,379 $12,381 1/31/2009 $15,008 $15,942 $12,435 2/28/2009 $15,252 $16,025 $12,497 3/31/2009 $15,289 $16,028 $12,527 4/30/2009 $15,664 $16,349 $12,558 5/31/2009 $15,847 $16,522 $12,595 6/30/2009 $15,776 $16,367 $12,703 7/31/2009 $15,919 $16,641 $12,683 8/31/2009 $16,247 $16,925 $12,711 9/30/2009 $16,845 $17,532 $12,719 10/31/2009 $16,608 $17,164 $12,731 11/30/2009 $16,653 $17,306 $12,740 12/31/2009 $16,754 $17,365 $12,718 1/31/2010 $16,800 $17,455 $12,761 2/28/2010 $16,908 $17,624 $12,764 AVERAGE ANNUAL TOTAL RETURN ADVISOR CLASS(8) 2/28/10 - ---------------- ------- 1-Year +10.87% 5-Year +3.87% 10-Year +5.39% 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. 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 2/28/10. (5.) Taxable equivalent distribution rate and yield assume the published rates as of 12/24/09 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.) The 30-day standardized yield for the month ended 2/28/10 reflects an estimated yield to maturity (assuming all portfolio securities are held to maturity). It should be regarded as an estimate of the Fund's rate of investment income, and it may not equal the Fund's actual income distribution rate (which reflects the Fund's past dividends paid to shareholders) or the income reported in the Fund's financial statements. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. In periods of market volatility, assets may decline significantly, causing total annual Fund operating expenses to become higher than the figures shown. (8.) Effective 7/1/09, 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 7/1/09, 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 6/30/09, actual Advisor Class performance is used reflecting all charges and fees applicable to that class. Since 7/1/09 (commencement of sales), the cumulative total return of Advisor Class shares was +7.26%. (9.) Source: (C) 2010 Morningstar. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. To be included in the index, bonds must be fixed rate, have at least one year to final maturity and be rated investment grade (Baa3/BBB- or higher) by at least two of the following agencies: Moody's, Standard & Poor's or Fitch. 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 | 87 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. 88 | 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 9/1/09 VALUE 2/28/10 PERIOD* 9/1/09-2/28/10 ----------------- -------------- ---------------------- CLASS A Actual $1,000 $1,040.20 $3.34 Hypothetical (5% return before expenses) $1,000 $1,021.52 $3.31 CLASS C Actual $1,000 $1,037.80 $6.11 Hypothetical (5% return before expenses) $1,000 $1,018.79 $6.06 ADVISOR CLASS Actual $1,000 $1,040.70 $2.83 Hypothetical (5% return before expenses) $1,000 $1,022.02 $2.81 * Expenses are calculated using the most recent six-month expense ratio, annualized for each class (A: 0.66%; C: 1.21%; and Advisor: 0.56%), multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. Annual Report | 89 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN ALABAMA TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ------------------------------------------------------- CLASS A 2010 2009 2008(a) 2007 2006 - ------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year .............. $ 10.59 $ 10.84 $ 11.51 $ 11.49 $ 11.61 -------- -------- -------- -------- -------- Income from investment operations(b): Net investment income(c) ..................... 0.48 0.48 0.47 0.48 0.50 Net realized and unrealized gains (losses) ... 0.58 (0.26) (0.67) 0.02 (0.12) -------- -------- -------- -------- -------- Total from investment operations ................ 1.06 0.22 (0.20) 0.50 0.38 -------- -------- -------- -------- -------- Less distributions from net investment income ... (0.48) (0.47) (0.47) (0.48) (0.50) -------- -------- -------- -------- -------- Redemption fees(d) .............................. -- --(e) --(e) --(e) --(e) -------- -------- -------- -------- -------- Net asset value, end of year .................... $ 11.17 $ 10.59 $ 10.84 $ 11.51 $ 11.49 ======== ======== ======== ======== ======== Total return(f) ................................. 10.14% 2.18% (1.96)% 4.50% 3.34% RATIOS TO AVERAGE NET ASSETS Expenses ........................................ 0.71% 0.71% 0.71% 0.71% 0.72% Net investment income ........................... 4.37% 4.40% 4.14% 4.23% 4.31% SUPPLEMENTAL DATA Net assets, end of year (000's) ................. $244,860 $218,937 $230,439 $244,272 $237,848 Portfolio turnover rate ......................... 7.80% 20.42% 16.92% 16.04% 12.86% (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 FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN ALABAMA TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, -------------------------------------------------- CLASS C 2010 2009 2008(a) 2007 2006 - ------- ------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year .............. $ 10.69 $ 10.93 $ 11.60 $ 11.58 $ 11.70 ------- ------- ------- ------- ------- Income from investment operations(b): Net investment income(c) ..................... 0.42 0.42 0.41 0.42 0.44 Net realized and unrealized gains (losses) ... 0.59 (0.25) (0.68) 0.02 (0.12) ------- ------- ------- ------- ------- Total from investment operations ................ 1.01 0.17 (0.27) 0.44 0.32 ------- ------- ------- ------- ------- Less distributions from net investment income ... (0.42) (0.41) (0.40) (0.42) (0.44) ------- ------- ------- ------- ------- Redemption fees(d) .............................. -- --(e) --(e) --(e) --(e) ------- ------- ------- ------- ------- Net asset value, end of year .................... $ 11.28 $ 10.69 $ 10.93 $ 11.60 $ 11.58 ======= ======= ======= ======= ======= Total return(f) ................................. 9.54% 1.59% (2.39)% 3.89% 2.75% RATIOS TO AVERAGE NET ASSETS Expenses ........................................ 1.26% 1.26% 1.26% 1.26% 1.27% Net investment income ........................... 3.82% 3.85% 3.59% 3.68% 3.76% SUPPLEMENTAL DATA Net assets, end of year (000's) ................. $49,828 $41,651 $38,341 $38,094 $35,638 Portfolio turnover rate ......................... 7.80% 20.42% 16.92% 16.04% 12.86% (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 | 91 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 FRANKLIN ALABAMA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------- ---------------- -------------- MUNICIPAL BONDS 98.1% ALABAMA 82.7% Alabama Building Renovation Finance Authority Revenue, Refunding, AMBAC Insured, 5.625%, 9/01/24 ................................................................... $ 2,500,000 $ 2,553,700 Alabama Drinking Water Finance Authority Revenue, Revolving Fund Loan, Series A, AMBAC Insured, 5.25%, 8/15/24 ..................................................... 1,755,000 1,813,038 Alabama Water Pollution Control Authority Revenue, Revolving Fund Loan, Series A, AMBAC Insured, 5.00%, 8/15/23 ..................................................... 4,435,000 4,409,144 Alabaster GO, wts., AMBAC Insured, Pre-Refunded, 5.00%, 9/01/24 ...................... 3,470,000 3,621,431 Alabaster Sewer Revenue, NATL Insured, 5.00%, 4/01/29 ................................ 2,055,000 2,077,564 Athens GO, wts., XLCA Insured, 5.00%, 2/01/36 ........................................ 2,560,000 2,589,901 Auburn University General Fee Revenue, Auburn University, Series A, FSA Insured, 5.00%, 6/01/38 .................................................................... 7,000,000 7,179,060 Bessemer GO, wts., XLCA Insured, 5.00%, 2/01/35 ...................................... 1,990,000 1,999,015 Bessemer Governmental Utility Services Corp. Water Supply Revenue, Refunding, Series A, Assured Guaranty, 5.00%, 6/01/39 ............................................... 3,825,000 3,889,795 Birmingham Southern College Private Educational Building Authority Tuition Revenue, Refunding, 5.35%, 12/01/19 ........................................................ 1,000,000 916,480 Birmingham Special Care Facilities Financing Authority, Health Care Facility Revenue, Children's Hospital, Assured Guaranty, 6.00%, 6/01/39 ............................. 4,000,000 4,314,360 Birmingham Waterworks Board Water Revenue, Series A, Assured Guaranty, 5.25%, 1/01/39 ........................................................................... 5,950,000 6,223,224 Butler County IDA Environmental Improvement Revenue, International Paper, Series A, 7.00%, 9/01/32 .................................................................... 1,000,000 1,028,960 Butler County Public Education Cooperative District, Series A, XLCA Insured, 5.00%, 7/01/37 ........................................................................... 9,025,000 7,938,570 Central Elmore Water and Sewer Authority Revenue, Water, NATL Insured, 5.00%, 1/01/29 ........................................................................... 4,290,000 4,398,623 Coffee County PBA, Building Revenue, NATL Insured, 5.00%, 9/01/27 .................... 2,145,000 2,233,031 Cullman and Jefferson Counties Gas District Gas Revenue, NATL Insured, 5.85%, 7/01/24 ........................................................................... 2,000,000 2,055,620 DCH Health Care Authority Health Care Facilities Revenue, 5.125%, 6/01/36 ............ 7,000,000 6,193,180 East Alabama Health Care Authority Health Care Facilities Revenue, Mandatory Put 9/01/18, Series A, 5.25%, 9/01/36 .......................................................... 5,000,000 5,037,450 Series B, 5.50%, 9/01/33 .......................................................... 4,500,000 4,663,620 Etowah County Board of Education Special Tax, School wts., FSA Insured, 5.00%, 9/01/24 ........................................................................... 4,235,000 4,413,929 9/01/28 ........................................................................... 2,000,000 2,057,380 9/01/33 ........................................................................... 2,500,000 2,540,800 Fairfield GO, wts., Refunding, AMBAC Insured, 5.00%, 2/01/29 ......................... 1,500,000 1,543,905 Fairfield IDB Environmental Improvement Revenue, USX Corp. Project, Refunding, 5.45%, 9/01/14 ........................................................................... 2,000,000 2,017,280 Franklin County GO, wts., Series B, AMBAC Insured, 5.125%, 10/01/33 .................. 2,000,000 2,062,800 Houston County Health Care Authority Revenue, Refunding, Series A, AMBAC Insured, 5.25%, 10/01/30 ................................................................... 5,000,000 4,565,400 Huntsville Health Care Authority Revenue, Series A, NATL Insured, Pre-Refunded, 5.40%, 6/01/22 .................................................................... 4,000,000 4,446,680 5.50%, 6/01/27 .................................................................... 3,820,000 4,254,830 Huntsville PBA Lease Revenue, Municipal Justice and Public Safety Center, Refunding and Improvement, NATL Insured, 5.00%, 10/01/33 .................................... 8,000,000 8,244,800 Jacksonville State University Revenue, Tuition and Fee, NATL Insured, 5.00%, 12/01/22 .......................................................................... 3,000,000 3,068,130 Jefferson County Limited Obligation School wts. Revenue, Series A, 5.00%, 1/01/24 .... 2,000,000 1,723,120 Jefferson County Sewer Revenue, wts., ETM, 7.50%, 9/01/13 ............................ 200,000 221,086 92 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN ALABAMA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) ALABAMA (CONTINUED) Lauderdale County and Florence Health Care Authority Revenue, Coffee Health Group, Series A, NATL Insured, 5.625%, 7/01/21 ................................................................... $ 3,000,000 $ 2,733,180 5.375%, 7/01/29 ................................................................... 3,095,000 2,477,207 Leeds Public Educational Building Authority Educational Facilities Revenue, Assured Guaranty, 5.125%, 4/01/33 ......................................................... 7,410,000 7,700,101 Limestone County Water and Sewer Authority Water Revenue, AMBAC Insured, 5.00%, 12/01/29 .......................................................................... 1,540,000 1,517,085 12/01/31 .......................................................................... 3,910,000 3,769,084 Madison County Board of Education Capital Outlay GO, Tax Anticipation wts., Series A, AMBAC Insured, 5.00%, 9/01/34 ..................................................... 1,000,000 1,012,430 Madison County Board of Education Capital Outlay Revenue, Tax Anticipation wts., Assured Guaranty, 5.125%, 9/01/34 ................................................. 600,000 624,510 Madison GO, wts., AMBAC Insured, Pre-Refunded, 5.35%, 2/01/26 ....................................... 2,410,000 2,545,828 Refunding, XLCA Insured, 4.75%, 12/01/36 .......................................... 2,455,000 2,429,149 Madison Water and Wastewater Board Water and Sewer Revenue, Refunding, Series A, XLCA Insured, 4.75%, 12/01/31 ..................................................... 7,500,000 7,555,425 Marshall County Health Care Authority GO, Refunding, AMBAC Insured, 4.75%, 2/01/33 ... 3,000,000 2,680,020 Marshall County Health Care Authority Hospital Revenue, Series A, 5.75%, 1/01/32 ..... 2,170,000 2,172,040 Mobile County Board School Commissioners GO, Capital Outlay wts., Series B, AMBAC Insured, Pre-Refunded, 5.10%, 3/01/22 .................................................................... 2,265,000 2,371,704 5.125%, 3/01/31 ................................................................... 8,230,000 8,619,773 Mobile GO, wts., 5.50%, 2/15/30 ...................................................... 2,000,000 2,117,300 Mobile Public Educational Building Authority Revenue, Limited Obligation School, Series A, Assured Guaranty, 5.00%, 3/01/33 ........................................ 6,500,000 6,667,895 Mobile Water and Sewer Commissioners Water and Sewer Revenue, Mobile Water, BHAC Insured, 5.00%, 1/01/36 ........................................................... 10,000,000 10,367,300 Moulton Water Works Board Water Revenue, NATL Insured, 5.375%, 1/01/32 ............... 1,935,000 1,947,132 Muscle Shoals GO, wts., NATL Insured, Pre-Refunded, 5.50%, 8/01/30 ................... 1,550,000 1,614,650 Opelika Water Board Revenue, Assured Guaranty, 5.00%, 6/01/37 ........................ 4,610,000 4,749,545 Orange Beach Water Sewer and Fire Protection Authority Revenue, NATL Insured, 5.00%, 5/15/35 ........................................................................... 2,000,000 2,040,200 Sheffield GO, wts., AMBAC Insured, 5.125%, 5/01/33 ................................... 2,610,000 2,681,410 Sylacauga GO, wts., AMBAC Insured, Pre-Refunded, 5.50%, 6/01/25 ...................... 1,700,000 1,755,726 Tallassee GO, Water Gas and Sewer wts., AMBAC Insured, 5.25%, 5/01/31 .................................................................... 465,000 471,501 Pre-Refunded, 5.25%, 5/01/31 ...................................................... 670,000 713,865 Troy Public Educational Building Authority Dormitory Revenue, Troy University Housing LLC Project, Series A, CIFG Insured, 5.00%, 9/01/32 ............................... 5,000,000 5,030,250 Troy State University Student Fee Revenue, NATL Insured, 5.00%, 11/01/21 ............. 2,215,000 2,278,681 Trussville GO, wts., Series A, FGIC Insured, 5.00%, 10/01/36 ......................... 4,740,000 4,841,531 Tuscaloosa Public Educational Building Authority Student Housing Revenue, Ridgecrest Student Housing LLC University of Alabama Ridgecrest Residential Project, Assured Guaranty, 6.75%, 7/01/38 .......................................................... 5,000,000 5,651,400 University of Alabama at Birmingham Hospital Revenue, Refunding, Series A, AMBAC Insured, 5.00%, 9/01/41 ........................................................... 9,000,000 8,729,190 University of Montevallo Revenue, FSA Insured, Pre-Refunded, 5.30%, 5/01/22 .......... 1,940,000 2,070,484 Annual Report | 93 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN ALABAMA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) ALABAMA (CONTINUED) University of North Alabama Revenue, General Fee, Series A, FSA Insured, 5.375%, 11/01/17 .............................. $ 4,395,000 $ 4,423,743 Student Housing, FGIC Insured, 5.00%, 11/01/29 .................................... 2,995,000 3,035,762 University of South Alabama University Revenues, Facilities, Capital Improvement, BHAC Insured, 5.00%, 8/01/38 ...................................................... 5,000,000 5,233,850 Valley Special Care Facilities Financing Authority Revenue, Lanier Memorial Hospital, Series A, 5.65%, 11/01/22 ......................................................... 3,465,000 2,667,461 -------------- 243,592,318 -------------- U.S. TERRITORIES 15.4% PUERTO RICO 15.4% Puerto Rico Commonwealth Aqueduct and Sewer Authority Revenue, senior lien, Series A, 6.00%, 7/01/38 .................................................................... 1,000,000 1,025,570 Puerto Rico Commonwealth GO, Public Improvement, FSA Insured, Pre-Refunded, 5.25%, 7/01/27 ......................................... 1,495,000 1,592,982 FSA Insured, Pre-Refunded, 5.125%, 7/01/30 ........................................ 1,885,000 2,005,433 Refunding, FSA Insured, 5.25%, 7/01/27 ............................................ 1,005,000 1,013,382 Refunding, FSA Insured, 5.125%, 7/01/30 ........................................... 1,115,000 1,120,530 Series A, 5.125%, 7/01/31 ......................................................... 3,550,000 3,405,266 Series A, Pre-Refunded, 5.125%, 7/01/31 ........................................... 1,450,000 1,542,641 Puerto Rico Commonwealth Highway and Transportation Authority Transportation Revenue, Refunding, Series N, Assured Guaranty, 5.25%, 7/01/36 ............................. 10,335,000 10,787,776 Puerto Rico Electric Power Authority Power Revenue, Series TT, 5.00%, 7/01/37 ......................................................... 3,000,000 2,874,810 Series WW, 5.50%, 7/01/38 ......................................................... 3,350,000 3,380,887 Puerto Rico PBA Guaranteed Revenue, Government Facilities, Refunding, Series D, 5.25%, 7/01/27 ............................................... 760,000 760,433 Refunding, Series G, 5.00%, 7/01/26 ............................................... 1,000,000 980,260 Series D, Pre-Refunded, 5.25%, 7/01/27 ............................................ 2,305,000 2,530,383 Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, first sub., Series A, 5.75%, 8/01/37 .................................................................... 2,000,000 2,067,400 5.375%, 8/01/39 ................................................................... 1,500,000 1,500,495 6.00%, 8/01/42 .................................................................... 8,500,000 8,891,085 -------------- TOTAL U.S. TERRITORIES ............................................................... 45,479,333 -------------- TOTAL MUNICIPAL BONDS BEFORE SHORT TERM INVESTMENTS (COST $286,098,207) ............................................................... 289,071,651 -------------- SHORT TERM INVESTMENTS (COST $1,200,000) 0.4% MUNICIPAL BONDS 0.4% U.S. TERRITORIES 0.4% PUERTO RICO 0.4% (a) Puerto Rico Commonwealth GO, Public Improvement, Refunding, Series B, Daily VRDN and Put, 0.12%, 7/01/32 ............................................................... 1,200,000 1,200,000 -------------- TOTAL INVESTMENTS (COST $287,298,207) 98.5% .......................................... 290,271,651 OTHER ASSETS, LESS LIABILITIES 1.5% .................................................. 4,415,969 -------------- NET ASSETS 100.0% .................................................................... $ 294,687,620 ============== See Abbreviations on page 185. (a) Variable rate demand notes (VRDNs) are tax-exempt obligations which contain 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. 94 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN FLORIDA TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ----------------------------------------------------------------- CLASS A 2010 2009 2008(a) 2007 2006 - ------- ---------- ---------- ---------- ---------- ---------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............... $ 10.90 $ 11.17 $ 11.94 $ 11.93 $ 12.00 ---------- ---------- ---------- ---------- ---------- Income from investment operations(b): Net investment income(c) ...................... 0.53 0.53 0.53 0.53 0.54 Net realized and unrealized gains (losses) .... 0.55 (0.27) (0.74) 0.02 (0.06) ---------- ---------- ---------- ---------- ---------- Total from investment operations ................. 1.08 0.26 (0.21) 0.55 0.48 ---------- ---------- ---------- ---------- ---------- Less distributions from: Net investment income ......................... (0.53) (0.52) (0.53) (0.54) (0.55) Net realized gains ............................ -- (0.01) (0.03) -- -- ---------- ---------- ---------- ---------- ---------- Total distributions .............................. (0.53) (0.53) (0.56) (0.54) (0.55) ---------- ---------- ---------- ---------- ---------- Redemption fees(d) ............................... -- --(e) --(e) --(e) --(e) ---------- ---------- ---------- ---------- ---------- Net asset value, end of year ..................... $ 11.45 $ 10.90 $ 11.17 $ 11.94 $ 11.93 ========== ========== ========== ========== ========== Total return(f) .................................. 10.09% 2.37% (1.83)% 4.64% 4.07% RATIOS TO AVERAGE NET ASSETS Expenses ......................................... 0.62% 0.62% 0.61% 0.61% 0.62% Net investment income ............................ 4.74% 4.77% 4.51% 4.51% 4.54% SUPPLEMENTAL DATA Net assets, end of year (000's) .................. $1,137,684 $1,155,202 $1,279,340 $1,476,477 $1,533,884 Portfolio turnover rate .......................... 9.22% 10.74% 6.85% 6.90% 9.37% (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 | 95 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN FLORIDA TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, -------------------------------------------------- CLASS B 2010 2009 2008(a) 2007 2006 - ------- ------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............... $ 10.99 $ 11.25 $ 12.02 $ 12.01 $ 12.08 ------- ------- ------- ------- ------- Income from investment operations(b): Net investment income(c) ...................... 0.48 0.47 0.47 0.47 0.48 Net realized and unrealized gains (losses) .... 0.55 (0.26) (0.75) 0.01 (0.07) ------- ------- ------- ------- ------- Total from investment operations ................. 1.03 0.21 (0.28) 0.48 0.41 ------- ------- ------- ------- ------- Less distributions from: Net investment income ......................... (0.47) (0.46) (0.46) (0.47) (0.48) Net realized gains ............................ -- (0.01) (0.03) -- -- ------- ------- ------- ------- ------- Total distributions .............................. (0.47) (0.47) (0.49) (0.47) (0.48) ------- ------- ------- ------- ------- Redemption fees(d) ............................... -- --(e) --(e) --(e) --(e) ------- ------- ------- ------- ------- Net asset value, end of year ..................... $ 11.55 $ 10.99 $ 11.25 $ 12.02 $ 12.01 ======= ======= ======= ======= ======= Total return(f) .................................. 9.50% 1.89% (2.43)% 4.12% 3.48% RATIOS TO AVERAGE NET ASSETS Expenses ......................................... 1.17% 1.17% 1.16% 1.16% 1.17% Net investment income ............................ 4.19% 4.22% 3.96% 3.96% 3.99% SUPPLEMENTAL DATA Net assets, end of year (000's) .................. $26,305 $36,536 $47,654 $59,481 $68,109 Portfolio turnover rate .......................... 9.22% 10.74% 6.85% 6.90% 9.37% (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. 96 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN FLORIDA TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ------------------------------------------------------- CLASS C 2010 2009 2008(a) 2007 2006 - ------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............... $ 11.06 $ 11.32 $ 12.09 $ 12.07 $ 12.14 -------- -------- -------- -------- -------- Income from investment operations(b): Net investment income(c) ...................... 0.48 0.48 0.47 0.48 0.48 Net realized and unrealized gains (losses) .... 0.56 (0.27) (0.75) 0.01 (0.07) -------- -------- -------- -------- -------- Total from investment operations ................. 1.04 0.21 (0.28) 0.49 0.41 -------- -------- -------- -------- -------- Less distributions from: Net investment income ......................... (0.47) (0.46) (0.46) (0.47) (0.48) Net realized gains ............................ -- (0.01) (0.03) -- -- -------- -------- -------- -------- -------- Total distributions .............................. (0.47) (0.47) (0.49) (0.47) (0.48) -------- -------- -------- -------- -------- Redemption fees(d) ............................... -- --(e) --(e) --(e) --(e) -------- -------- -------- -------- -------- Net asset value, end of year ..................... $ 11.63 $ 11.06 $ 11.32 $ 12.09 $ 12.07 ======== ======== ======== ======== ======== Total return(f) .................................. 9.53% 1.86% (2.41)% 4.18% 3.45% RATIOS TO AVERAGE NET ASSETS Expenses ......................................... 1.17% 1.17% 1.16% 1.15% 1.17% Net investment income ............................ 4.19% 4.22% 3.96% 3.97% 3.99% SUPPLEMENTAL DATA Net assets, end of year (000's) .................. $119,496 $109,884 $115,863 $136,712 $140,508 Portfolio turnover rate .......................... 9.22% 10.74% 6.85% 6.90% 9.37% (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 | 97 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 FRANKLIN FLORIDA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------- ---------------- -------------- MUNICIPAL BONDS 99.1% FLORIDA 93.2% Alachua County Health Facilities Authority Health Facilities Revenue, Shands Healthcare Project, Refunding, Series D-1, 6.50%, 12/01/19 ............................................ $ 1,215,000 $ 1,348,152 Refunding, Series D-1, 6.75%, 12/01/22 ............................................ 1,000,000 1,095,190 Series D-2, 6.75%, 12/01/30 ....................................................... 5,000,000 5,421,500 Alachua County School Board COP, AMBAC Insured, 5.00%, 7/01/21 ....................... 2,000,000 2,052,600 Brevard County Health Facilities Authority Health Care Facilities Revenue, Health First Inc. Project, 7.00%, 4/01/39 .................................................................... 2,000,000 2,194,040 NATL Insured, 5.00%, 4/01/26 ...................................................... 5,000,000 4,841,750 Brevard County School Board COP, Refunding, Series A, AMBAC Insured, 5.40%, 7/01/11 ................................ 4,415,000 4,617,119 Series A, AMBAC Insured, 5.00%, 7/01/26 ........................................... 10,675,000 10,776,306 Broward County Educational Facilities Authority Revenue, Educational Facilities, Nova Southeastern University, Refunding, Series B, 5.60%, 4/01/29 ...................... 3,180,000 3,150,426 Broward County Health Facilities Authority Revenue, Catholic Health Services, Refunding, 5.50%, 8/15/20 .................................................................... 9,360,000 9,281,095 Broward County HFA, MFHR, Bridgewater Place Apartments Project, Series A, 5.45%, 10/01/34 ............. 3,000,000 2,897,490 MFHR, Cross Keys Apartments Project, Series A, 5.80%, 10/01/33 .................... 1,980,000 1,980,673 MFHR, Cross Keys Apartments Project, Series A, 5.85%, 4/01/39 ..................... 5,730,000 5,730,344 MFHR, Stirling Apartments Phase II, Series A, 5.35%, 10/01/29 ..................... 990,000 961,894 MFHR, Stirling Apartments Phase II, Series A, 5.40%, 4/01/39 ...................... 1,980,000 1,871,892 SFMR, Refunding, Series B, FHA Insured, zero cpn., 4/01/29 ........................ 245,000 65,930 Broward County HFAR, Series D, GNMA Secured, 7.375%, 6/01/21 ......................... 65,000 65,170 Broward County School Board COP, Series A, FSA Insured, 5.00%, 7/01/26 ............... 21,500,000 21,809,600 Broward County Water and Sewer Utility Revenue, Series A, 5.25%, 10/01/34 ............ 2,200,000 2,286,108 Cape Canaveral Hospital District Revenue COP, Refunding, 5.25%, 1/01/28 .............. 3,500,000 3,347,470 Celebration CDD, Special Assessment, Series A, NATL Insured, 5.50%, 5/01/18 .......... 1,225,000 1,225,551 Citizens Property Insurance Corp. Revenue, Senior Secured, High-Risk Account, Series A-1, 6.00%, 6/01/17 ............................................................... 5,000,000 5,481,550 Citrus County Hospital Board Revenue, Citrus Memorial Hospital, Refunding, 6.25%, 8/15/23 ........................................................................... 8,530,000 8,532,218 Clearwater MFR, Rental Housing, Drew Gardens Projects, Refunding, Series A, FHA Insured, 6.50%, 10/01/25 ................................................................... 2,225,000 2,225,111 Clearwater Water and Sewer Revenue, Series A, 5.25%, 12/01/39 ........................ 2,000,000 2,034,940 Crossing at Fleming Island CDD, Florida Special Assessment Revenue, Refunding, Series B, NATL Insured, 5.80%, 5/01/16 ................................................... 5,980,000 6,050,205 Dade County Aviation Revenue, Miami International Airport, Series C, FSA Insured, 5.125%, 10/01/27 .................................................................. 9,550,000 9,555,921 Daytona Beach Utility System Revenue, Refunding, Series B, NATL Insured, 5.00%, 11/15/32 .......................................................................... 3,250,000 3,004,853 Duval County School Board COP, Master Lease Program, Series A, Assured Guaranty, 5.25%, 7/01/35 .................................................................... 10,000,000 10,006,500 Enterprise CDD, Water and Sewer Revenue, NATL Insured, 5.50%, 5/01/26 ................ 3,000,000 3,020,040 Escambia County Health Facilities Authority Health Facility Revenue, Baptist Hospital and Baptist Manor, 5.125%, 10/01/19 .............................. 8,750,000 8,793,750 Baptist Hospital Inc. Project, Series A, 6.00%, 8/15/36 ........................... 11,000,000 10,913,100 Florida Health Care Facility Loan VHA Project, AMBAC Insured, 5.95%, 7/01/20 ...... 1,025,000 1,070,746 98 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN FLORIDA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) FLORIDA (CONTINUED) Escambia County HFA, SFMR, Multi-County Program, Refunding, Series A, NATL Insured, 6.40%, 10/01/30 ................................................................... $ 225,000 $ 225,275 Escambia County HFA Dormitory Revenue, University of West Florida Foundation Inc. .... Project, Refunding, NATL Insured, 5.00%, 6/01/31 .................................. 6,580,000 5,830,801 Florida HFAR, Homeowner Mortgage, Series 1, NATL Insured, 5.625%, 7/01/17 ....................... 1,290,000 1,297,005 Reserve at Kanapaha, Series G, AMBAC Insured, 5.70%, 7/01/37 ...................... 5,000,000 5,004,150 Reserve at Northshore, Series H, AMBAC Insured, 5.70%, 5/01/37 .................... 2,000,000 2,000,660 Florida HFC Revenue, Brenwood Trace Apartments, Series E-1, FSA Insured, 5.65%, 6/01/19 ................ 1,225,000 1,243,559 Brenwood Trace Apartments, Series E-1, FSA Insured, 5.80%, 12/01/38 ............... 4,885,000 4,916,069 Capital Appreciation, Homeowner Mortgage, Series 4, FSA Insured, zero cpn., 7/01/30 1,790,000 447,411 Deer Meadows Apartments, Series R, FNMA Insured, 6.00%, 5/01/32 ................... 3,425,000 3,479,766 Deferred Interest, Homeowner Mortgage, Series 1, NATL Insured, zero cpn., 7/01/17 . 930,000 627,173 Deferred Interest, Homeowner Mortgage, Series 2, NATL Insured, zero cpn., 1/01/29 . 9,780,000 3,323,146 Homeowner Mortgage, Series 4, FSA Insured, 6.25%, 7/01/22 ......................... 1,080,000 1,082,938 Homeowner Mortgage, Series 4, GNMA Secured, 6.375%, 7/01/38 ....................... 4,835,000 5,204,442 Housing-Waverly Apartments, Series C-1, FSA Insured, 6.50%, 7/01/40 ............... 3,000,000 3,039,720 Florida Intergovernmental Finance Commission Capital Revenue, Series C-1, AMBAC Insured, 5.00%, 2/01/21 .................................................................... 1,355,000 1,373,875 Florida Ports Financing Commission Revenue, State Transportation Trust Fund, Intermodal Program, FGIC Insured, 5.50%, 10/01/23 ................................. 7,000,000 7,073,500 Florida State Board of Education Capital Outlay GO, Public Education, Refunding, Series D, 5.75%, 6/01/22 ............................................... 25,900,000 26,401,942 Refunding, Series D, 6.00%, 6/01/23 ............................................... 15,000,000 18,855,450 Refunding, Series G, FGIC Insured, 5.00%, 6/01/31 ................................. 5,000,000 5,153,500 Series C, FGIC Insured, Pre-Refunded, 5.75%, 6/01/29 .............................. 3,000,000 3,070,950 Florida State Board of Education GO, Series A, 5.50%, 6/01/38 .......................................................... 10,000,000 10,830,100 Series F, NATL Insured, 5.00%, 6/01/28 ............................................ 14,405,000 14,854,724 Florida State Board of Education Lottery Revenue, Series A, FGIC Insured, 5.00%, 7/01/20 ........................................................................... 6,000,000 6,338,940 Florida State Board Regent Housing Revenue, University of Florida, FGIC Insured, Pre-Refunded, 5.75%, 7/01/25 ...................................................... 3,400,000 3,495,642 Florida State Department of Environmental Protection Preservation Revenue, Florida Forever, Series A, NATL Insured, 5.00%, 7/01/21 ................................... 4,000,000 4,161,480 Florida State Mid-Bay Bridge Authority Revenue, Exchangeable, Refunding, Series D, 6.10%, 10/01/22 ................................ 13,455,000 12,441,704 Exchangeable, Series A, 5.95%, 10/01/13 ........................................... 3,115,000 3,128,332 Exchangeable, Series D, ETM, 6.10%, 10/01/22 ...................................... 3,545,000 4,394,843 Series A, AMBAC Insured, Pre-Refunded, zero cpn., 10/01/25 ........................ 9,845,000 5,254,080 Series A, AMBAC Insured, Pre-Refunded, zero cpn., 10/01/26 ........................ 2,500,000 1,263,750 Series A, ETM, 6.875%, 10/01/22 ................................................... 6,000,000 7,959,240 Florida State Municipal Power Agency Revenue, All Requirements Power Supply Project, Series A, 5.00%, 10/01/31 .................. 6,000,000 6,020,520 All Requirements Power Supply Project, Series A, 6.25%, 10/01/31 .................. 2,000,000 2,258,200 Stanton II Project, Refunding, AMBAC Insured, 5.00%, 10/01/26 ..................... 5,000,000 5,068,550 Stanton Project, Refunding, 5.50%, 10/01/19 ....................................... 1,000,000 1,122,580 Annual Report | 99 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN FLORIDA TAX-FREE INCOME FUND PRINCIPAL 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 $ 5,122,850 Series B, 5.00%, 7/01/30 .......................................................... 3,455,000 3,483,020 Fort Lauderdale Water and Sewer Revenue, 5.00%, 9/01/35 .................................................................... 24,090,000 24,603,117 NATL Insured, 5.00%, 9/01/31 ...................................................... 8,315,000 8,565,780 Fort Pierce Capital Improvement Revenue, Refunding, Series A, Assured Guaranty, 6.00%, 9/01/32 ........................................................................... 1,500,000 1,613,520 Fort Pierce Utilities Authority Revenue, AMBAC Insured, 5.00%, 10/01/27 .................................................... 7,000,000 7,153,440 Capital Appreciation, Series B, AMBAC Insured, zero cpn., 10/01/20 ................ 3,090,000 1,892,316 Capital Appreciation, Series B, AMBAC Insured, zero cpn., 10/01/21 ................ 2,585,000 1,509,640 Capital Appreciation, Series B, AMBAC Insured, zero cpn., 10/01/22 ................ 3,090,000 1,718,411 Capital Appreciation, Series B, AMBAC Insured, zero cpn., 10/01/23 ................ 3,060,000 1,622,014 Capital Appreciation, Series B, AMBAC Insured, zero cpn., 10/01/24 ................ 2,560,000 1,283,968 Greater Orlando Aviation Authority Orlando Airport Facilities Revenue, Refunding, Series C, 5.00%, 10/01/39 ......................................................... 4,250,000 4,166,190 Halifax Hospital Medical Center Hospital Revenue, Refunding and Improvement, Series A, 5.00%, 6/01/38 ............................... 11,395,000 10,236,698 Series B-1, FSA Insured, 5.50%, 6/01/38 ........................................... 10,000,000 10,038,500 Hernando County School Board COP, NATL Insured, 5.00%, 7/01/35 ....................... 10,000,000 9,692,000 Hialeah Housing Authority Revenue, Affordable Housing Program, Refunding, GNMA Secured, 5.30%, 12/20/18 .......................................................... 1,145,000 1,161,167 Highlands County Health Facilities Authority Revenue, Adventist Health Systems, Series A, Pre-Refunded, 6.00%, 11/15/31 .................................................. 16,000,000 17,499,360 Hillsborough County Assessment Revenue, Capacity Assessment Special, FSA Insured, 5.125%, 3/01/20 ................................................................... 1,000,000 1,004,340 Hillsborough County Aviation Authority Revenue, Series B, Assured Guaranty, 5.00%, 10/01/33 .......................................................................... 5,465,000 5,587,197 10/01/38 .......................................................................... 6,725,000 6,808,995 Hillsborough County IDA, PCR, Tampa Electric Co. Project, Refunding, 5.50%, 10/01/23 ........................................................ 16,000,000 16,248,480 Series A, 5.65%, 5/15/18 .......................................................... 6,500,000 7,054,840 Hillsborough County IDAR, Tampa General Hospital Project, Refunding, Series B, 5.40%, 10/01/28 .......................................................................... 7,000,000 6,999,650 Hillsborough County School Board COP, Master Lease Program, Series B, NATL Insured, 5.00%, 7/01/29 .................................................................... 10,000,000 10,192,600 Jacksonville Capital Improvement Revenue, Refunding, Series C, AMBAC Insured, 5.00%, 10/01/25 ............................... 3,460,000 3,512,488 Series A, AMBAC Insured, 5.00%, 10/01/30 .......................................... 10,000,000 10,088,600 Jacksonville Guaranteed Entitlement Revenue, Refunding and Improvement, FGIC Insured, 5.00%, 10/01/32 ................................................................... 17,250,000 17,348,670 Jacksonville Sales Tax Revenue, AMBAC Insured, 5.00%, 10/01/23 ....................... 5,000,000 5,160,700 Jacksonville Transportation Revenue, NATL Insured, 5.25%, 10/01/29 ................................................................... 17,955,000 18,206,370 5.00%, 10/01/31 ................................................................... 25,000,000 25,297,500 Kissimmee Water and Sewer Revenue, AMBAC Insured, ETM, 6.00%, 10/01/15 ............... 5,000,000 5,064,900 100 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN FLORIDA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) FLORIDA (CONTINUED) Lake County School Board COP, Series A, AMBAC Insured, 5.00%, 6/01/30 ................ $ 5,000,000 $ 4,961,900 Lakeland Electric and Water Revenue, Capital Appreciation, ETM, zero cpn., 10/01/14 .. 5,770,000 5,286,705 Lakeland Hospital System Revenue, Lakeland Regional Health System, Pre-Refunded, 5.75%, 11/15/27 ................................................................... 6,925,000 7,886,398 5.50%, 11/15/32 ................................................................... 12,070,000 13,665,413 Lee County Airport Revenue, Refunding, FSA Insured, 5.00%, 10/01/33 ........................................... 5,000,000 5,067,750 Series A, FSA Insured, 6.00%, 10/01/32 ............................................ 11,405,000 11,622,037 Leesburg Hospital Revenue, Leesburg Regional Medical Center Project, 5.50%, 7/01/32 .. 4,150,000 3,852,901 Marion County Utility System Revenue, FGIC Insured, 5.00%, 12/01/31 ..................................................... 5,000,000 5,089,350 Series A, NATL Insured, 5.00%, 12/01/28 ........................................... 5,000,000 5,128,250 Melbourne Water and Sewer Revenue, Capital Appreciation, FGIC Insured, ETM, zero cpn., 10/01/26 ...................... 1,500,000 745,770 Capital Appreciation, Refunding, Series B, FGIC Insured, zero cpn., 10/01/22 ...... 1,785,000 926,754 Capital Appreciation, Refunding, Series B, FGIC Insured, zero cpn., 10/01/26 ...... 4,500,000 1,783,890 FGIC Insured, Pre-Refunded, 5.25%, 10/01/30 ....................................... 3,000,000 3,112,920 Miami Beach Water and Sewer Revenue, AMBAC Insured, 5.00%, 9/01/30 ................... 7,000,000 7,029,260 Miami Parking System Revenue, Refunding, Assured Guaranty, 5.00%, 10/01/39 ........... 4,000,000 3,963,240 Miami Special Obligation Revenue, 5.625%, 1/01/39 .................................... 15,000,000 15,066,000 Miami-Dade County Aviation Revenue, Miami International Airport, Hub of the Americas, Refunding, NATL Insured, 5.375%, 10/01/27 .................... 5,000,000 5,009,900 Hub of the Americas, Refunding, NATL Insured, 5.375%, 10/01/32 .................... 5,000,000 4,856,600 Hub of the Americas, Refunding, Series A, XLCA Insured, 5.00%, 10/01/37 ........... 10,000,000 8,968,100 Refunding, Series A, 5.375%, 10/01/35 ............................................. 7,500,000 7,508,625 Refunding, Series A, 5.50%, 10/01/36 .............................................. 5,000,000 5,040,500 Miami-Dade County Educational Facilities Authority Revenue, Series A, AMBAC Insured, Pre-Refunded, 5.75%, 4/01/29 ...................................................... 5,000,000 5,071,300 Miami-Dade County GO, Building Better Communities Program, Series B-1, 5.75%, 7/01/33 ........................................................................... 5,000,000 5,358,000 Miami-Dade County HFA, MFMR, Villa Esperanza Apartments Project, 5.25%, 10/01/19 ................................................................... 430,000 430,976 5.40%, 10/01/33 ................................................................... 1,500,000 1,380,255 Miami-Dade County Public Facilities Revenue, Jackson Health System, Series A, NATL Insured, 5.00%, 6/01/35 ........................................................... 15,000,000 13,952,400 Miami-Dade County School Board COP, Assured Guaranty, 5.375%, 2/01/34 ................ 5,000,000 5,151,400 Miami-Dade County Special Obligation Revenue, Juvenile Courthouse Project, Series A, AMBAC Insured, 5.00%, 4/01/35 .............. 5,000,000 4,726,750 Sub Series B, NATL Insured, zero cpn., 10/01/36 ................................... 5,635,000 876,862 Sub Series C, NATL Insured, zero cpn., 10/01/28 ................................... 8,305,000 2,443,746 sub. lien, Refunding, Series A, NATL Insured, zero cpn., 10/01/25 ................. 22,365,000 8,381,955 (a) Miami-Dade County Water and Sewer Revenue, Miami-Dade County Water and Sewer, System, FSA Insured, 5.00%, 10/01/39 .............................................. 5,000,000 4,999,800 North Broward Hospital District Revenue, Improvement, Pre-Refunded, 6.00%, 1/15/31 ... 25,530,000 27,043,163 Okaloosa County Water and Sewer Revenue, Refunding, FSA Insured, 5.00%, 7/01/36 ...... 10,000,000 10,096,500 Orange County Health Facilities Authority Revenue, Adventist Health System Inc., Pre-Refunded, 6.375%, 11/15/20 ...................... 3,000,000 3,156,180 Adventist Health System Inc., Pre-Refunded, 6.25%, 11/15/24 ....................... 5,500,000 6,182,385 Annual Report | 101 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN FLORIDA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) FLORIDA (CONTINUED) Orange County Health Facilities Authority Revenue, (continued) Adventist Health System Inc., Pre-Refunded, 6.50%, 11/15/30 ....................... $ 10,750,000 $ 11,318,997 Hospital, Adventist Health System Inc., Pre-Refunded, 5.625%, 11/15/32 ............ 15,000,000 16,758,000 Hospital, Orlando Regional Healthcare, Series B, 5.125%, 11/15/39 ................. 5,000,000 4,682,500 Hospital, Orlando Regional Healthcare, Series B, FSA Insured, 5.00%, 12/01/32 ..... 5,000,000 4,867,100 Hospital, Orlando Regional Healthcare, Series C, 5.25%, 10/01/35 .................. 4,000,000 3,850,960 Orlando Regional Healthcare System, Pre-Refunded, 6.00%, 12/01/29 ................. 6,000,000 6,836,340 Orange County HFA Homeowner Revenue, Series C-1, GNMA Secured, 5.70%, 9/01/26 ........ 265,000 267,229 Orange County School Board COP, Series A, Assured Guaranty, 5.50%, 8/01/34 .................................................. 10,000,000 10,783,800 NATL Insured, 5.00%, 8/01/27 ...................................................... 12,000,000 12,148,800 Orange County Tourist Development Tax Revenue, Refunding, XLCA Insured, 5.00%, 10/01/31 .......................................................................... 12,970,000 13,048,858 Orlando Tourist Development Tax Revenue, Senior 6th Cent Contract Payments, Series A, Assured Guaranty, 5.25%, 11/01/38 ................................................. 16,740,000 16,854,167 Orlando-Orange County Expressway Authority Revenue, junior lien, FGIC Insured, 5.00%, 7/01/28 ......................................... 8,000,000 8,012,480 senior lien, AMBAC Insured, ETM, 7.625%, 7/01/18 .................................. 265,000 339,486 Series B, AMBAC Insured, 5.00%, 7/01/35 ........................................... 6,135,000 6,056,472 Osceola County IDAR, Community Provider Pooled Loan Program, Series A, FSA Insured, 7.75%, 7/01/10 .................................................................... 34,000 34,009 Osceola County Sales Tax Revenue, FSA Insured, 5.00%, 4/01/24 ........................ 10,000,000 10,011,100 Osceola County Tourist Development Tax Revenue, FGIC Insured, 5.00%, 10/01/32 ........ 10,000,000 10,057,200 Palm Beach County HFA MFR, Housing Winsor Park Apartments Project, Series A, 5.90%, 6/01/38 ........................................................................... 975,000 975,078 Palm Beach County HFAR, Acts Retirement-Life Communities, 5.125%, 11/15/29 ........... 3,650,000 3,394,865 Palm Beach County IDR, South Florida Fair Project, NATL Insured, 5.50%, 6/01/31 ...... 5,000,000 5,002,850 Palm Beach County Public Improvement Revenue, 5.00%, 5/01/33 ......................... 1,000,000 1,049,800 Palm Beach County School Board COP, Series A, FGIC Insured, Pre-Refunded, 6.00%, 8/01/22 ........................................................................... 5,000,000 5,168,850 Palm Beach County Solid Waste Authority Revenue, Improvement, Series B, 5.50%, 10/01/25 .......................................................................... 5,000,000 5,475,250 Palm Beach County Water and Sewer Revenue, 5.00%, 10/01/40 ........................... 5,000,000 5,145,550 Panama City Beach Utility Revenue, Assured Guaranty, 5.00%, 6/01/39 .................................................. 5,000,000 4,992,000 Refunding, AMBAC Insured, 5.00%, 6/01/27 .......................................... 4,450,000 4,486,757 Refunding, AMBAC Insured, 5.00%, 6/01/32 .......................................... 2,795,000 2,808,891 Pinellas County Health Facilities Authority Revenue, Baycare Health System, FSA Insured, 5.00%, 11/15/30 .......................................................... 11,500,000 11,553,130 Pinellas County HFA, SFHR, Multi-County, Series B-1, zero cpn., 9/01/31 .............. 205,000 48,683 Polk County Capital Improvement Revenue, FSA Insured, Pre-Refunded, 5.75%, 12/01/21 .. 2,350,000 2,469,521 Polk County School Board COP, Series A, FSA Insured, 5.00%, 1/01/26 .................. 4,000,000 4,044,280 Port Everglades Authority Port Improvement Revenue, Capital Appreciation, ETM, zero cpn., 9/01/10 ..................................................................... 8,595,000 8,562,855 Port St. Lucie Utility Revenue, System, Capital Appreciation, NATL Insured, Pre-Refunded, zero cpn., 9/01/29 .............. 20,000,000 6,900,800 Capital Appreciation, Refunding, Series A, NATL Insured, zero cpn., 9/01/32 ....... 5,000,000 1,217,800 Capital Appreciation, Refunding, Series A, NATL Insured, zero cpn., 9/01/33 ....... 5,000,000 1,132,800 102 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN FLORIDA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) FLORIDA (CONTINUED) Port St. Lucie Utility Revenue, System, (continued) Refunding, Assured Guaranty, 5.25%, 9/01/35 ....................................... $ 2,000,000 $ 2,072,060 Refunding, Series A, NATL Insured, 5.00%, 9/01/30 ................................. 11,580,000 11,727,182 Refunding, Series A, NATL Insured, 5.00%, 9/01/31 ................................. 2,305,000 2,325,330 Sarasota Special Obligation Revenue, Capital Appreciation, Refunding, AMBAC Insured, zero cpn., 11/01/12 .......................................................................... 1,780,000 1,667,006 11/01/15 .......................................................................... 2,180,000 1,745,046 South Broward Hospital District Revenue, Pre-Refunded, 5.60%, 5/01/27 ...................................................... 5,000,000 5,540,500 Pre-Refunded, 5.625%, 5/01/32 ..................................................... 16,250,000 18,015,400 South Broward Hospital District Obligated Group, Refunding, 5.00%, 5/01/36 ........ 7,000,000 7,027,440 South Florida Water Management District COP, AMBAC Insured, 5.00%, 10/01/31 .......... 12,050,000 12,279,311 St. Johns County Water and Sewer Revenue, Capital Appreciation, AMBAC Insured, zero cpn., 6/01/22 ........................................................................... 4,000,000 2,166,360 6/01/23 ........................................................................... 4,255,000 2,167,284 6/01/24 ........................................................................... 1,500,000 716,820 6/01/25 ........................................................................... 2,130,000 954,645 St. Lucie West Services District Utility Revenue, senior lien, NATL Insured, 6.125%, 10/01/32 .......................................................................... 10,000,000 10,264,100 St. Petersburg Public Utilities Revenue, Series A, 5.00%, 10/01/36 ................... 3,180,000 3,287,484 Sunrise Utilities System Revenue, Refunding, AMBAC Insured, 5.20%, 10/01/22 .......... 2,550,000 2,780,010 Tallahassee Energy System Revenue, NATL Insured, 5.00%, 10/01/35 ..................... 1,000,000 1,015,020 Tamarac Sales Tax Revenue, FGIC Insured, 5.00%, 4/01/22 .............................. 2,490,000 2,576,801 Tamarac Utility System Revenue, Refunding, Assured Guaranty, 5.00%, 10/01/39 ......... 1,585,000 1,565,631 Tampa Bay Water Utility System Revenue, FGIC Insured, Pre-Refunded, 5.75%, 10/01/29 ....................................... 15,000,000 16,221,150 Series B, FGIC Insured, 5.00%, 10/01/31 ........................................... 10,000,000 10,097,700 Tampa Sports Authority Revenue, Guaranteed Package, Tampa Bay Arena Project, NATL Insured, 6.00%, 10/01/15 ................................................................... 1,000,000 1,055,740 6.05%, 10/01/20 ................................................................... 1,715,000 1,863,588 6.10%, 10/01/26 ................................................................... 2,695,000 3,037,400 Tampa Water and Sewer Revenue, sub. lien, Series A, AMBAC Insured, ETM, 7.25%, 10/01/16 .......................................................................... 1,205,000 1,418,285 Viera East CDD Special Assessment, Refunding, 7.00%, 5/01/26 ......................................................... 6,255,000 6,212,341 Series B, ETM, 6.75%, 5/01/14 ..................................................... 3,670,000 4,007,640 Village Center CDD Recreational Revenue, Series A, NATL Insured, 5.20%, 11/01/25 ..... 10,000,000 8,787,200 Volusia County Educational Facility Authority Revenue, Educational Facilities, Embry Riddle University, Refunding, Series B, AMBAC Insured, 5.25%, 10/15/22 ...... 2,000,000 2,006,500 Stetson University Inc. Project, AMBAC Insured, 5.25%, 6/01/29 .................... 5,000,000 5,009,950 West Lake CDD, Special Assessment Revenue, NATL Insured, 5.75%, 5/01/17 .............. 1,495,000 1,435,589 West Orange Healthcare District Revenue, Series A, 5.65%, 2/01/22 .................... 10,850,000 11,023,925 West Palm Beach CRDA Revenue, Northwood Pleasant Community Redevelopment, 5.00%, 3/01/35 ........................................................................... 1,000,000 897,290 Winter Park Water and Sewer Revenue, Improvement, Refunding, 5.00%, 12/01/34 ......... 2,000,000 2,047,900 -------------- 1,197,087,393 -------------- Annual Report | 103 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN FLORIDA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) U.S. TERRITORIES 5.9% PUERTO RICO 5.2% Puerto Rico Commonwealth Aqueduct and Sewer Authority Revenue, senior lien, Series A, 6.00%, 7/01/44 .................................................................... $ 2,100,000 $ 2,152,290 Puerto Rico Commonwealth GO, Public Improvement, Refunding, Series B, 6.00%, 7/01/39 ............................................... 15,000,000 15,408,000 Series A, 5.00%, 7/01/29 .......................................................... 10,000,000 9,465,600 Series A, 5.00%, 7/01/33 .......................................................... 6,360,000 5,834,982 Puerto Rico Commonwealth Highway and Transportation Authority Transportation Revenue, Refunding, Series A, NATL Insured, 5.00%, 7/01/38 ................................. 560,000 523,035 Refunding, Series K, 5.00%, 7/01/30 ............................................... 5,000,000 4,760,550 Series B, Pre-Refunded, 6.00%, 7/01/39 ............................................ 5,000,000 5,144,400 Series G, 5.00%, 7/01/33 .......................................................... 1,680,000 1,561,879 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 5,958,056 Puerto Rico PBA Guaranteed Revenue, Government Facilities, Refunding, Series D, 5.375%, 7/01/33 .............................................. 1,210,000 1,191,717 Series D, Pre-Refunded, 5.375%, 7/01/33 ........................................... 1,000,000 1,100,640 Series I, 5.00%, 7/01/36 .......................................................... 5,000,000 4,538,000 Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, first sub., Series A, 6.00%, 8/01/42 ........................................................................... 8,000,000 8,368,080 -------------- 66,007,229 -------------- U.S. VIRGIN ISLANDS 0.7% Virgin Islands PFAR, Gross Receipts Taxes Loan Note, Radian Insured, 5.00%, 10/01/33 ................................................................... 10,000,000 9,418,900 -------------- TOTAL U.S. TERRITORIES ............................................................... 75,426,129 -------------- TOTAL MUNICIPAL BONDS BEFORE SHORT TERM INVESTMENTS (COST $1,230,298,963) ................................................................ 1,272,513,522 -------------- SHORT TERM INVESTMENTS 0.1% MUNICIPAL BONDS 0.1% FLORIDA 0.1% (b) Broward County Educational Facilities Authority Revenue, Educational Facilities, Nova Southeastern University, Refunding, Series C, Daily VRDN & Put, 0.13%, 4/01/24 ........................................................................... 300,000 300,000 (b) Jacksonville Health Facilities Authority Hospital Revenue, Series A, Daily VRDN and Put, 0.13%, 8/15/33 ........................................................... 600,000 600,000 -------------- TOTAL SHORT TERM INVESTMENTS (COST $900,000) ......................................... 900,000 -------------- TOTAL INVESTMENTS (COST $1,231,198,963) 99.2% ........................................ 1,273,413,522 OTHER ASSETS, LESS LIABILITIES 0.8% .................................................. 10,071,632 -------------- NET ASSETS 100.0% .................................................................... $1,283,485,154 ============== See Abbreviations on page 185. (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. 104 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN GEORGIA TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, -------------------------------------------------------- CLASS A 2010 2009 2008(a) 2007 2006 - ------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 11.24 $ 11.36 $ 12.20 $ 12.13 $ 12.17 -------- -------- -------- -------- -------- Income from investment operations(b): Net investment income(c) .................... 0.50 0.49 0.49 0.50 0.51 Net realized and unrealized gains (losses) .. 0.68 (0.11) (0.84) 0.06 (0.04) -------- -------- -------- -------- -------- Total from investment operations ............... 1.18 0.38 (0.35) 0.56 0.47 -------- -------- -------- -------- -------- Less distributions from net investment income .. (0.50) (0.50) (0.49) (0.49) (0.51) -------- -------- -------- -------- -------- Redemption fees(d) ............................. -- -- --(e) --(e) --(e) -------- -------- -------- -------- -------- Net asset value, end of year ................... $ 11.92 $ 11.24 $ 11.36 $ 12.20 $ 12.13 ======== ======== ======== ======== ======== Total return(f) ................................ 10.66% 3.38% (2.97)% 4.79% 3.91% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 0.68% 0.69% 0.72% 0.73% 0.74% Net investment income .......................... 4.27% 4.33% 4.10% 4.13% 4.18% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $365,223 $308,087 $253,104 $220,989 $205,875 Portfolio turnover rate ........................ 9.61% 9.61% 8.00% 4.50% 8.54% (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) 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 | 105 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN GEORGIA TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ---------------------------------------------------- CLASS C 2010 2009 2008(a) 2007 2006 - ------- -------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 11.35 $ 11.47 $ 12.31 $ 12.24 $ 12.27 -------- ------- ------- ------- ------- Income from investment operations(b): Net investment income(c) .................... 0.44 0.43 0.43 0.44 0.44 Net realized and unrealized gains (losses) .. 0.69 (0.11) (0.84) 0.06 (0.03) -------- ------- ------- ------- ------- Total from investment operations ............... 1.13 0.32 (0.41) 0.50 0.41 -------- ------- ------- ------- ------- Less distributions from net investment income .. (0.43) (0.44) (0.43) (0.43) (0.44) -------- ------- ------- ------- ------- Redemption fees(d) ............................. -- -- --(e) --(e) --(e) -------- ------- ------- ------- ------- Net asset value, end of year ................... $ 12.05 $ 11.35 $ 11.47 $ 12.31 $ 12.24 ======== ======= ======= ======= ======= Total return(f) ................................ 10.14% 2.78% (3.48)% 4.16% 3.39% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 1.23% 1.24% 1.27% 1.28% 1.29% Net investment income .......................... 3.72% 3.78% 3.55% 3.58% 3.63% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $101,641 $68,721 $52,087 $50,700 $43,983 Portfolio turnover rate ........................ 9.61% 9.61% 8.00% 4.50% 8.54% (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) 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. 106 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 FRANKLIN GEORGIA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------- ---------------- -------------- MUNICIPAL BONDS 98.5% GEORGIA 93.2% Athens-Clarke County Unified Government Water and Sewer Revenue, 5.625%, 1/01/33 ................................................................... $ 10,000,000 $ 11,002,700 5.50%, 1/01/38 .................................................................... 5,000,000 5,417,450 Atlanta Airport Passenger Facility Charge Revenue, General, sub. lien, Refunding, Series C, FSA Insured, 5.00%, 1/01/33 .................................. 5,000,000 5,009,300 Series J, FSA Insured, 5.00%, 1/01/34 ............................................. 5,000,000 4,992,750 Atlanta Development Authority Educational Facilities Revenue, Science Park LLC Project, 5.00%, 7/01/32 ........................................................... 3,000,000 2,988,480 Atlanta Development Authority Revenue, Tuff Yamacraw LLC Project, Refunding, Series A, AMBAC Insured, 5.00%, 1/01/26 ..... 2,555,000 2,543,758 Yamacraw Design Center Project, Series A, NATL Insured, Pre-Refunded, 5.125%, 1/01/23 ........................................................................ 4,150,000 4,473,409 Atlanta GO, Refunding, Assured Guaranty, 5.25%, 12/01/23 ............................. 2,000,000 2,217,020 Atlanta Public Safety and Judicial Facilities Authority Revenue, Public Safety Facility Project, FSA Insured, 5.00%, 12/01/26 .................................... 1,140,000 1,222,057 Atlanta Tax Allocation, Atlantic State Project, Refunding, Assured Guaranty, 5.00%, 12/01/23 .......................................................................... 1,000,000 1,009,510 Atlanta Urban Residential Finance Authority MFHR, Fulton Cotton Mill, GNMA Secured, 6.00%, 5/20/17 .................................................................... 790,000 790,916 6.125%, 5/20/27 ................................................................... 1,560,000 1,562,246 Atlanta Water and Wastewater Revenue, Refunding, Series A, 6.00%, 11/01/28 .............................................. 5,055,000 5,346,876 Refunding, Series A, NATL Insured, 5.00%, 11/01/33 ................................ 8,000,000 7,857,840 Series A, FSA Insured, 5.50%, 11/01/27 ............................................ 5,000,000 5,418,000 Augusta Water and Sewer Revenue, FSA Insured, 5.25%, 10/01/39 ...................................................... 3,000,000 3,090,780 Refunding, FSA Insured, 5.00%, 10/01/32 ........................................... 5,000,000 5,066,100 Baldwin County Hospital Authority Revenue, Oconee Regional Medical Center, 5.25%, 12/01/22 ................................................................... 2,500,000 2,211,900 5.375%, 12/01/28 .................................................................. 2,000,000 1,665,160 Bartow County Development Authority PCR, Georgia Power Co., First Series, 5.10%, 6/01/23 ........................................................................... 5,000,000 5,132,300 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 3,428,950 Bulloch County Development Authority Lease Revenue, Georgia Southern University, XLCA Insured, 5.00%, 8/01/27 ...................................................... 5,000,000 5,110,850 Burke County Development Authority PCR, Oglethorpe Power Corp., Vogtle Project, Series B, 5.50%, 1/01/33 .......................................................... 5,000,000 5,235,750 Series E, 7.00%, 1/01/23 .......................................................... 5,000,000 5,885,200 Carroll City-County Hospital Authority Revenue Anticipation Certificates, Tanner Medical Center Inc. Project, Assured Guaranty, 5.00%, 7/01/38 ..................... 5,000,000 4,788,000 Cherokee County GO, 5.00%, 4/01/26 ................................................... 1,000,000 1,102,680 Cherokee County Water and Sewer Authority Revenue, FSA Insured, 5.00%, 8/01/35 ....................................................... 3,000,000 3,123,150 NATL Insured, 6.90%, 8/01/18 ...................................................... 10,000 10,008 Water and Sewer, Refunding, 5.00%, 8/01/27 ........................................ 2,320,000 2,538,660 Water and Sewer, Refunding, 5.00%, 8/01/28 ........................................ 2,030,000 2,205,006 Clayton County Development Authority Revenue, Refunding, Series A, NATL Insured, 5.00%, 8/01/23 .................................................................... 2,310,000 2,471,169 Annual Report | 107 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN GEORGIA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) GEORGIA (CONTINUED) Clayton County MFHR, Pointe Clear Apartments Project, FSA Insured, 5.70%, 7/01/23 .... $ 930,000 $ 932,344 Cobb County Development Authority Parking Revenue, Kennesaw State University Foundation Inc. Project, NATL Insured, 5.00%, 7/15/29 ............................. 2,000,000 2,028,840 Cobb County Development Authority University Facilities Revenue, Kennesaw State University, Sub Series D, NATL Insured, 5.00%, 7/15/29 ............................ 5,000,000 4,726,850 College Park Business and IDAR, Civic Center Project, AMBAC Insured, Pre-Refunded, 5.75%, 9/01/26 .................................................................... 2,000,000 2,094,680 Columbia County Water and Sewer Revenue, FSA Insured, 5.00%, 6/01/24 ................. 1,130,000 1,225,485 Columbus Water and Sewer Revenue, FSA Insured, 5.00%, 5/01/29 ........................ 2,500,000 2,621,275 Dahlonega Water and Wastewater Revenue, Series A, Assured Guaranty, 5.25%, 9/01/30 .................................................................... 1,750,000 1,781,185 5.50%, 9/01/37 .................................................................... 5,000,000 5,202,900 Decatur County School Building Authority Revenue, High School Project, FSA Insured, 5.00%, 10/01/32 ................................................................... 1,500,000 1,554,480 DeKalb County Public Safety and Judicial Facilities Authority Revenue, Public Safety and Judicial Facility Project, 5.00%, 12/01/29 .................................... 2,000,000 2,100,520 DeKalb County School District COP, Georgia School Boards Assn. Inc., AMBAC Insured, 5.00%, 12/01/27 ................................................................... 4,285,000 4,538,458 DeKalb County Water and Sewer Revenue, Refunding, Series B, FSA Insured, 5.00%, 10/01/35 .......................................................................... 7,000,000 7,619,920 DeKalb Newton and Gwinnett Counties Joint Development Authority Revenue, Georgia Gwinnett College Student Centre LLC Project, 5.50%, 7/01/34 ....................... 3,000,000 2,909,790 DeKalb Private Hospital Authority Revenue Anticipation Certificates, Children's Healthcare, Refunding, 5.25%, 11/15/39 ............................................ 5,000,000 5,071,700 Douglasville-Douglas County Water and Sewer Authority Revenue, NATL Insured, 5.00%, 6/01/29 ........................................................................... 3,410,000 3,565,462 6/01/32 ........................................................................... 2,225,000 2,316,715 East Point Building Authority Revenue, Water and Sewer Project, Series A, XLCA Insured, 5.00%, 2/01/34 ........................................................... 5,480,000 4,338,516 Fayette County PFAR, Criminal Justice Center Project, Refunding, 5.00%, 6/01/26 ...... 3,000,000 3,080,310 Fayette County School District GO, FSA Insured, zero cpn. to 9/01/10, 4.75% thereafter, 3/01/21 ......................................................... 1,355,000 1,389,241 4.95% thereafter, 3/01/25 ......................................................... 1,000,000 1,018,090 Forsyth County Water and Sewerage Authority Revenue, FSA Insured, 5.00%, 4/01/32 ..... 5,000,000 5,217,650 Fulton County Development Authority Revenue, Georgia Tech Foundation Funding, Series A, 5.00%, 11/01/31 ........................ 3,000,000 3,068,220 Georgia Tech Foundation Funding SAC II Project, Series A, 5.25%, 11/01/30 ......... 5,000,000 5,183,250 Georgia Tech Foundation Inc., Series A, 5.00%, 11/01/27 ........................... 1,060,000 1,160,202 Georgia Tech Foundation Inc., Series A, 5.00%, 11/01/28 ........................... 1,200,000 1,304,340 Molecular Science Building Project, NATL Insured, 5.00%, 5/01/25 .................. 2,240,000 2,345,078 Morehouse College Project, Refunding, AMBAC Insured, 5.00%, 12/01/27 .............. 5,000,000 5,244,950 Piedmont Healthcare, Refunding, Series A, 5.25%, 6/15/37 .......................... 5,000,000 5,061,900 Tech Facilities Project, Refunding, Series A, 5.00%, 6/01/34 ...................... 4,000,000 4,134,320 Fulton County Water and Sewer Revenue, FGIC Insured, 5.00%, 1/01/30 .................. 2,500,000 2,562,775 Gainesville and Hall County Hospital Authority Revenue, Anticipation Certificates, Northeast Georgia Healthcare, Series A, 5.375%, 2/15/40 ........................... 5,000,000 4,815,950 Northeast Health System Inc. Project, Pre-Refunded, 5.50%, 5/15/31 ................ 2,500,000 2,643,125 108 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN GEORGIA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) GEORGIA (CONTINUED) Georgia Municipal Assn. Inc. COP, City Court Atlanta Project, AMBAC Insured, 5.25%, 12/01/26 .......................................................................... $ 2,000,000 $ 2,012,860 Georgia Municipal Electric Authority Power Revenue, Series W, 6.60%, 1/01/18 .................................................................... 955,000 1,106,071 ETM, 6.60%, 1/01/18 ............................................................... 45,000 52,298 Georgia Municipal Gas Authority Gas Revenue, City of Toccoa Project, AMBAC Insured, 5.00%, 6/01/24 .................................................................... 1,000,000 1,002,620 Georgia Private Colleges and Universities Authority Student Housing Revenue, Mercer Housing Corp. Project, Series A, 6.00%, 6/01/24 ................................... 2,550,000 2,400,825 Georgia School Board Assn. Inc. COP, DeKalb County Public School Project, NATL Insured, 5.00%, 12/01/25 ................................................................... 2,600,000 2,620,462 Georgia State GO, Series B, 5.00%, 7/01/28 ........................................... 3,225,000 3,535,084 Georgia State HFAR, MF, Lake Vista Apartments Project, Series A, FSA Insured, 5.95%, 1/01/27 .......... 1,000,000 1,004,260 SFM, Series A, 5.375%, 6/01/39 .................................................... 1,950,000 2,005,712 SFM, Series C, 5.00%, 12/01/27 .................................................... 1,000,000 1,018,830 Georgia State Higher Education Facilities Authority Revenue, USG Real Estate Foundation I LLC Project, 6.00%, 6/15/34 .................................................................... 5,000,000 5,427,050 Assured Guaranty, 5.625%, 6/15/38 ................................................. 3,000,000 3,167,280 Glynn-Brunswick Memorial Hospital Authority Revenue, Anticipation Certificates, Southeast Georgia Health, Series A, 5.625%, 8/01/34 ............................... 5,000,000 5,143,050 Gwinnett County Development Authority COP, Gwinnett County Public Schools Project, NATL Insured, 5.25%, 1/01/24 ...................................................... 2,000,000 2,254,360 NATL Insured, Pre-Refunded, 5.00%, 1/01/24 ........................................ 8,500,000 9,687,620 Refunding, NATL Insured, 5.25%, 1/01/22 ........................................... 3,000,000 3,408,090 Gwinnett County Hospital Authority Revenue, Anticipation Certificates, Gwinnett Hospital System Inc. Project, Series B, NATL Insured, Pre-Refunded, 5.30%, 9/01/27 .............................. 3,750,000 4,159,350 Series D, FSA Insured, 5.50%, 7/01/37 ............................................. 4,000,000 4,019,960 Gwinnett County School District GO, 5.00%, 2/01/32 .................................................................... 5,000,000 5,381,700 5.00%, 2/01/36 .................................................................... 5,815,000 6,181,519 Refunding, 5.00%, 2/01/29 ......................................................... 5,000,000 5,696,450 Gwinnett County Water and Sewer Authority Revenue, Pre-Refunded, 5.25%, 8/01/25 ...... 2,795,000 3,102,785 Habersham County Hospital Authority Revenue, Anticipation Certificates, XLCA Insured, 5.00%, 12/01/27 ................................................................... 2,015,000 1,948,102 Habersham County School District GO, NATL Insured, 5.00%, 4/01/28 .................... 2,750,000 2,875,840 Henry County Hospital Authority Revenue, Henry Medical Center Inc. Project, Refunding, AMBAC Insured, 6.00%, 7/01/29 ..................................................... 5,000,000 5,078,550 Hogansville Combined Public Utility System Revenue, Refunding, FSA Insured, 6.00%, 10/01/23 .......................................................................... 3,300,000 4,087,446 Jackson County School District GO, NATL Insured, 5.00%, 3/01/25 ...................... 3,000,000 3,186,210 LaGrange-Troup County Hospital Authority Revenue, Series A, 5.50%, 7/01/38 ........... 4,000,000 4,134,560 Lincoln County School District GO, 5.50%, 4/01/37 .................................... 2,200,000 2,381,126 Macon-Bibb Country Hospital Authority Revenue, Revenue Anticipation Certificates, Medical Center of Georgia, 5.00%, 8/01/35 ......................................... 5,000,000 4,971,300 Annual Report | 109 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN GEORGIA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) GEORGIA (CONTINUED) Main Street Natural Gas Inc. Gas Project Revenue, Series A, 5.50%, 9/15/27 ........... $ 5,000,000 $ 4,895,350 Marietta GO, Park and Recreation Facilities, Series D, 5.00%, 1/01/30 ................ 1,500,000 1,601,955 Medical Center Hospital Authority Revenue, Anticipation Certificates, Columbus Regional Healthcare System, Assured Guaranty, 6.375%, 8/01/29 ..................... 4,000,000 4,523,160 NATL Insured, 5.50%, 8/01/25 ...................................................... 6,000,000 6,036,840 Metropolitan Atlanta Rapid Transit Authority Sales Tax Revenue, Third Indenture, Refunding, Series B, FSA Insured, 5.00%, 7/01/37 .................................. 10,000,000 10,308,600 Monroe County Development Authority PCR, Oglethorpe Power Co., Scherer Project, Refunding, Series A, 6.80%, 1/01/12 ............................................... 1,500,000 1,637,340 Municipal Electric Authority Revenue, General Resolution Projects, sub. note, Refunding, Series D, 5.50%, 1/01/26 ....... 5,000,000 5,493,050 Project 1, sub. bond, Series E, NATL Insured, 5.00%, 1/01/25 ...................... 2,315,000 2,417,022 Series B, 5.00%, 1/01/20 .......................................................... 5,000,000 5,601,250 Newton County IDAR, Georgia Perimeter College Foundation Real Estate Newton, CIFG Insured, 5.00%, 6/01/24 ........................................................... 3,150,000 3,281,701 Paulding County GO, Courthouse, FGIC Insured, 5.00%, 2/01/32 ......................... 4,000,000 4,214,600 Paulding County School District GO, 5.00%, 2/01/33 ................................... 4,000,000 4,127,080 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 3,010,950 Private Colleges and Universities Authority Revenue, Emory University, Refunding, 5.00%, 9/01/35 ....................................... 15,350,000 16,155,875 Emory University, Refunding, Series C, 5.25%, 9/01/39 ............................. 5,000,000 5,371,100 Mercer University Project, Refunding, Series A, 5.375%, 10/01/29 .................. 2,000,000 1,829,100 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 1,021,970 Richmond County Development Authority Solid Waste Disposal Revenue, International Paper Co. Project, 5.80%, 12/01/20 ................................................ 1,500,000 1,500,600 Rockdale County Water and Sewer Authority Revenue, FSA Insured, 5.00%, 7/01/29 ....... 4,000,000 4,223,400 Savannah EDA Revenue, Armstrong Center LLC Project, Series A, XLCA Insured, 5.00%, 12/01/30 .......................................................................... 1,500,000 1,504,335 South Fulton Municipal Regional Water and Sewer Authority Water Revenue, NATL Insured, Pre-Refunded, 5.00%, 1/01/33 ...................................................... 3,500,000 3,903,900 Suwanee GO, NATL Insured, Pre-Refunded, 5.25%, 1/01/32 ............................... 3,000,000 3,254,910 Upper Oconee Basin Water Authority Revenue, Refunding, NATL Insured, 5.00%, 7/01/26 .. 1,000,000 1,024,340 Valdosta and Lowndes County Hospital Authority Revenue, Certificates, South Georgia Medical Center Project, 5.00%, 10/01/33 ................................................................... 2,000,000 1,849,060 AMBAC Insured, 5.25%, 10/01/27 .................................................... 3,000,000 3,012,480 Walton County Water and Sewer Authority Revenue, Hard Labor Creek Project, FSA Insured, 5.00%, 2/01/33 ............................. 5,000,000 5,171,400 Oconee, Hard Creek Resources Project, FSA Insured, 5.00%, 2/01/38 ................. 3,845,000 4,002,799 Refunding and Improvement, NATL Insured, 6.00%, 2/01/21 ........................... 750,000 750,563 Ware County Hospital Authority Revenue, Anticipation Certificates, NATL Insured, 5.25%, 3/01/25 .................................................................... 3,000,000 2,915,130 -------------- 435,467,726 -------------- 110 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN GEORGIA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) U.S. TERRITORIES 5.3% PUERTO RICO 5.3% Puerto Rico Commonwealth GO, Public Improvement, Refunding, Series B, 6.00%, 7/01/39 ........................................................................... $ 5,000,000 $ 5,136,000 Puerto Rico Commonwealth Highway and Transportation Authority Transportation Revenue, Refunding, Series L, NATL Insured, 5.25%, 7/01/35 ................................. 10,000,000 9,567,600 Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, first sub., Series A, 5.375%, 8/01/39 ........................................................................... 10,000,000 10,003,300 -------------- TOTAL U.S. TERRITORIES ............................................................... 24,706,900 -------------- TOTAL MUNICIPAL BONDS BEFORE SHORT TERM INVESTMENTS (COST $445,573,418) .............. 460,174,626 -------------- SHORT TERM INVESTMENTS (COST $2,200,000) 0.5% MUNICIPAL BONDS 0.5% U.S. TERRITORIES 0.5% PUERTO RICO 0.5% (a) Puerto Rico Commonwealth GO, Public Improvement, Refunding, Series B, Daily VRDN and Put, 0.12%, 7/01/32 ........................................................... 2,200,000 2,200,000 -------------- TOTAL INVESTMENTS (COST $447,773,418) 99.0% .......................................... 462,374,626 OTHER ASSETS, LESS LIABILITIES 1.0% .................................................. 4,489,257 -------------- NET ASSETS 100.0% .................................................................... $ 466,863,883 ============== See Abbreviations on page 185. (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 | 111 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN KENTUCKY TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ------------------------------------------------------ CLASS A 2010 2009 2008(a) 2007 2006 - ------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ................. $ 10.50 $ 10.57 $ 11.44 $ 11.39 $ 11.41 -------- -------- -------- -------- -------- Income from investment operations(b): Net investment income(c) ........................ 0.46 0.47 0.45 0.45 0.47 Net realized and unrealized gains (losses) ...... 0.66 (0.08) (0.87) 0.06 (0.02) -------- -------- -------- -------- -------- Total from investment operations ................... 1.12 0.39 (0.42) 0.51 0.45 -------- -------- -------- -------- -------- Less distributions from net investment income ...... (0.47) (0.46) (0.45) (0.46) (0.47) -------- -------- -------- -------- -------- Redemption fees(d) ................................. -- -- --(e) --(e) --(e) -------- -------- -------- -------- -------- Net asset value, end of year ....................... $ 11.15 $ 10.50 $ 10.57 $ 11.44 $ 11.39 ======== ======== ======== ======== ======== Total return(f) .................................... 10.85% 3.76% (3.81)% 4.57% 4.01% RATIOS TO AVERAGE NET ASSETS Expenses before waiver and payments by affiliates .. 0.76% 0.76% 0.76% 0.77% 0.78% Expenses net of waiver and payments by affiliates .. 0.76% 0.76% 0.75% 0.75% 0.75% Net investment income .............................. 4.25% 4.40% 4.05% 4.02% 4.10% SUPPLEMENTAL DATA Net assets, end of year (000's) .................... $187,618 $162,043 $149,776 $148,224 $128,254 Portfolio turnover rate ............................ 8.41% 10.40% 9.42% 2.28% 9.43% (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 STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 FRANKLIN KENTUCKY TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE -------------------------------------- ---------------- -------------- MUNICIPAL BONDS 97.5% KENTUCKY 88.7% Bellevue GO, Public Project, Harbor Greene Project, XLCA Insured, 5.00%, 2/01/34 ..... $ 1,065,000 $ 1,093,467 Boone County GO, Public Project, 5.00%, 4/01/20 ........................................................................... 1,310,000 1,375,343 4/01/21 ........................................................................... 1,000,000 1,048,430 Boone County PCR, Collateralized, Dayton Power and Light Co., Refunding, Series A, FGIC Insured, 4.70%, 1/01/28 ............................................ 3,000,000 2,985,480 Boone Florence Water Commission Water Supply Systems Revenue, Refunding, NATL Insured, 5.00%, 12/01/22 .......................................................................... 1,200,000 1,233,408 12/01/27 .......................................................................... 2,000,000 2,037,000 Bowling Green GO, Project, Series A, 5.00%, 6/01/38 .................................. 5,000,000 5,198,200 Boyle County Revenue, Refunding and College Improvement, CIFG Insured, 5.00%, 6/01/32 ........................................................................... 1,500,000 1,556,160 Campbell and Kenton Counties Sanitation District No. 1 Sanitation District Revenue, NATL Insured, 5.00%, 8/01/37 ...................................................... 2,500,000 2,598,700 Series A, FSA Insured, 5.00%, 8/01/19 ............................................. 1,500,000 1,551,690 Series A, FSA Insured, 5.00%, 8/01/24 ............................................. 2,000,000 2,058,820 Campbell County School District Finance Corp. School Building Revenue, FSA Insured, 5.00%, 8/01/26 .................................................................... 2,845,000 3,039,200 Christian County Hospital Revenue, Jennie Stuart Medical Center, Refunding, Assured Guaranty, 5.50%, 2/01/36 .......................................................... 3,000,000 3,128,730 Christian County Public Courthouse Corp. Lease Revenue, District Court Facilities Project, Pre-Refunded, 5.125%, 8/01/20 ............................................ 1,015,000 1,057,792 Fayette County School District Finance Corp. School Building Revenue, Series A, AMBAC Insured, Pre-Refunded, 5.25%, 4/01/20 ....................................... 2,160,000 2,296,490 Florence GO, Public Project, Series A, FGIC Insured, 5.00%, 11/01/32 ................. 1,000,000 1,019,410 Greater Kentucky Housing Assistance Corp. Mortgage Revenue, Section 8 Assisted Projects, Refunding, Series A, NATL Insured, 6.10%, 1/01/24 ....................... 290,000 291,282 Henry County Water District No. 2 Water Revenue, Refunding, NATL Insured, 4.75%, 1/01/28 ........................................................................... 2,035,000 2,051,178 Jefferson County Health Facilities Revenue, Jewish Hospital Healthcare Services Inc., Refunding, AMBAC Insured, 5.75%, 1/01/26 .......................................... 1,000,000 1,000,630 Jefferson County School District Finance Corp. School Building Revenue, Series A, NATL Insured, 4.75%, 6/01/27 ...................................................... 2,440,000 2,522,936 Kentucky Area Development Districts Financing Trust Lease Acquisition Program COP, Series L, XLCA Insured, 5.00%, 11/01/29 ........................................... 1,000,000 1,050,160 Kentucky Area Development Districts Financing Trust Lease Program Revenue, City of Ewing, Series A, Pre-Refunded, 6.00%, 6/01/30 ............................................ 2,000,000 2,067,240 Series C, 6.00%, 6/01/30 .......................................................... 1,285,000 1,305,033 Series E, 5.70%, 6/01/22 .......................................................... 1,000,000 1,029,950 (a) Kentucky Asset/Liability Commission Agency Fund Revenue, Project Notes, Federal Highway Trust, First Series A, 5.00%, 9/01/22 ..................................... 5,710,000 6,446,133 Kentucky Asset/Liability Commission General Receipts Revenue, University of Kentucky, Project Notes, FGIC Insured, 5.00%, 10/01/25 ...................................... 3,000,000 3,179,340 Kentucky Economic Development Finance Authority Health System Revenue, Norton Healthcare Inc., Refunding, Series C, NATL Insured, 6.15%, 10/01/24 ................................ 160,000 168,205 Series C, NATL Insured, Pre-Refunded, 6.15%, 10/01/24 ............................. 245,000 288,745 Series C, NATL Insured, Pre-Refunded, 6.15%, 10/01/25 ............................. 935,000 1,101,944 Annual Report | 113 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN KENTUCKY TAX-FREE INCOME FUND PRINCIPAL 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 $ 1,769,400 Kentucky Economic Development Finance Authority Revenue, Catholic Health, Refunding, Series A, 5.00%, 5/01/29 .......................................................... 4,000,000 4,070,360 Kentucky Economic Finance Authority Louisville Arena Project Revenue, Louisville Arena, Sub Series A-1, Assured Guaranty, 6.00%, 12/01/33 ................................. 2,000,000 2,182,980 Kentucky Housing Corp. Housing Revenue, Series A, 4.60%, 7/01/32 ..................... 2,000,000 1,830,100 Kentucky Infrastructure Authority Revenue, Series A, 5.00%, 6/01/19 ........................................................................... 1,140,000 1,161,842 6/01/20 ........................................................................... 1,250,000 1,268,750 6/01/21 ........................................................................... 1,190,000 1,208,148 Kentucky Rural Water Finance Corp. Public Project Revenue, Flexible Term Program, Series A, 5.00%, 2/01/26 ................................... 1,055,000 1,085,722 Multimodal, Flexible Term Program, Series I, 5.00%, 2/01/34 ....................... 1,500,000 1,533,315 Kentucky State Municipal Power Agency Power System Revenue, Prairie State Project, Series A, NATL Insured, 5.00%, 9/01/32 ........................................................................... 5,000,000 5,078,200 9/01/37 ........................................................................... 4,250,000 4,265,810 Kentucky State Property and Buildings Commission Revenues, Project No. 62, Refunding, Second Series, 5.25%, 10/01/18 ......................... 3,000,000 3,080,670 Project No. 69, Series A, FSA Insured, Pre-Refunded, 5.00%, 8/01/21 ............... 2,300,000 2,448,718 Project No. 77, NATL Insured, Pre-Refunded, 5.00%, 8/01/23 ........................ 1,100,000 1,249,567 Project No. 90, Refunding, 5.50%, 11/01/28 ........................................ 5,000,000 5,513,350 Kentucky State Turnpike Authority Economic Development Road Revenue, Revitalization Projects, Refunding, Series A, 5.00%, 7/01/27 ............................................... 1,500,000 1,612,980 Refunding, Series A, 5.00%, 7/01/28 ............................................... 1,000,000 1,068,720 Refunding, Series A, 5.00%, 7/01/29 ............................................... 1,000,000 1,068,320 Series A, AMBAC Insured, 5.00%, 7/01/25 ........................................... 1,500,000 1,591,200 Lawrenceburg Water and Sewer Revenue, NATL Insured, 5.00%, 10/01/28 .................. 1,730,000 1,740,622 Lexington-Fayette Urban County Airport Board General Airport Revenue, Refunding, Series A, 5.00%, 7/01/27 .................................................................... 4,000,000 4,235,120 Louisville and Jefferson County Metropolitan Government College Revenue, Bellarmine University, Refunding and Improvement, Series A, 6.00%, 5/01/38 ................... 2,500,000 2,515,775 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 2,083,100 Louisville and Jefferson County Metropolitan Government Industrial Building Revenue, Sisters of Mercy, Cincinnati, 5.00%, 10/01/35 ..................................... 1,500,000 1,378,350 Louisville and Jefferson County Metropolitan Sewer District Sewer and Drainage System Revenue, Series A, AMBAC Insured, 5.00%, 5/15/36 ..................................................... 3,000,000 3,076,920 FGIC Insured, 5.00%, 5/15/30 ...................................................... 2,625,000 2,630,171 FGIC Insured, 5.00%, 5/15/38 ...................................................... 3,000,000 3,072,030 Louisville and Jefferson County Student Housing Revenue, University of Louisville, Phase 3-A, AMBAC Insured, 5.00%, 6/01/34 ..................................................... 3,755,000 3,852,179 Series A, AMBAC Insured, 5.00%, 6/01/25 ........................................... 1,000,000 1,051,660 114 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN KENTUCKY TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE -------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) KENTUCKY (CONTINUED) Louisville Parking Authority of River City Revenue, NATL Insured, 5.00%, 6/01/29 ..... $ 3,290,000 $ 3,356,919 Louisville Regional Airport Authority Airport System Revenue, FSA Insured, 5.50%, 7/01/38 ........................................................................... 3,000,000 2,957,370 Louisville Water Works Board Water System Revenue, Louisville Water Co., FSA Insured, Pre-Refunded, 5.25%, 11/15/24 ................................................................... 2,500,000 2,588,250 5.50%, 11/15/25 ................................................................... 2,000,000 2,074,100 Murray Hospital Facilities Revenue, Murray, Calloway County Public Hospital, 5.125%, 8/01/37 ........................................................................... 3,000,000 2,570,220 Northern Kentucky University COP, AMBAC Insured, 5.00%, 12/01/27 ..................... 1,500,000 1,528,755 Northern Kentucky Water Service District Revenue, NATL Insured, 4.875%, 2/01/20 ...... 1,270,000 1,272,591 Oldham County School District Finance Corp. School Building Revenue, NATL Insured, 5.00%, 5/01/24 .................................................................... 5,680,000 5,986,720 Owen County Waterworks System Revenue, American Water Co. Project, Series A, 6.25%, 6/01/39 .......................................................... 2,000,000 2,143,300 Series B, 5.625%, 9/01/39 ......................................................... 2,000,000 2,048,000 Paducah Electric Plant Board Revenue, Series A, Assured Guaranty, 5.25%, 10/01/35 .... 3,000,000 3,168,330 Princeton Electric Plant Board Revenue, Series A, Assured Guaranty, 5.00%, 11/01/37 .. 1,500,000 1,553,385 Pulaski County Public Properties Corp. First Mortgage Revenue, AOC Judicial Facility, Refunding, 6.00%, 12/01/28 ................................................................... 1,000,000 1,151,070 Trimble County Environmental Facilities Revenue, Trimble County Environmental Facility, AMBAC Insured, 6.00%, 3/01/37 ........................................... 5,000,000 5,025,250 Refunding, AMBAC Insured, 4.60%, 6/01/33 .......................................... 3,750,000 3,481,650 Warren County Hospital Facility Revenue, Community Hospital Corp. Project, Refunding, Series A, 5.00%, 8/01/29 .......................................................... 1,000,000 938,480 -------------- 166,349,565 -------------- U.S. TERRITORIES 8.8% PUERTO RICO 8.8% Children's Trust Fund Puerto Rico Tobacco Settlement Revenue, Asset-Backed Bonds, Refunding, 5.375%, 5/15/33 ........................................................ 1,580,000 1,578,831 Puerto Rico Commonwealth GO, Public Improvement, Series A, 5.125%, 7/01/31 ................................................................... 3,125,000 2,997,594 Pre-Refunded, 5.125%, 7/01/31 ........................................................ 1,875,000 1,994,794 Puerto Rico Commonwealth Highway and Transportation Authority Transportation Revenue, Series D, Pre-Refunded, 5.375%, 7/01/36 ........................................... 2,500,000 2,757,725 Series K, 5.00%, 7/01/27 .......................................................... 3,000,000 2,925,120 Puerto Rico PBA Guaranteed Revenue, Government Facilities, Refunding, Series D, 5.25%, 7/01/36 ............................................... 455,000 437,405 Refunding, Series N, 5.00%, 7/01/32 ............................................... 3,000,000 2,704,890 Series D, Pre-Refunded, 5.25%, 7/01/36 ............................................ 995,000 1,092,291 -------------- TOTAL U.S. TERRITORIES ............................................................... 16,488,650 -------------- TOTAL MUNICIPAL BONDS BEFORE SHORT TERM INVESTMENTS (COST $179,031,498) .............. 182,838,215 -------------- Annual Report | 115 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN KENTUCKY TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE -------------------------------------- ---------------- -------------- SHORT TERM INVESTMENTS 4.6% MUNICIPAL BONDS 4.6% KENTUCKY 4.6% (b) Christian County Assn. of County Leasing Trust Lease Program Revenue, Refunding, Series A, Daily VRDN and Put, 0.14%, 4/01/37 ...................................... $ 5,700,000 $ 5,700,000 (b) Kentucky Economic Development Finance Authority Hospital Facilities Revenue, Baptist Healthcare System, Refunding, Series B-2, Daily VRDN and Put, 0.12%, 8/15/38 ...... 2,800,000 2,800,000 (b) Lexington-Fayette Urban County Airport Board General Airport Revenue, Refunding, Series B, Daily VRDN and Put, 0.14%, 7/01/38 ...................................... 200,000 200,000 -------------- TOTAL SHORT TERM INVESTMENTS (COST $8,700,000) ....................................... 8,700,000 -------------- TOTAL INVESTMENTS (COST $187,731,498) 102.1% ......................................... 191,538,215 OTHER ASSETS, LESS LIABILITIES (2.1)% ................................................ (3,920,042) -------------- NET ASSETS 100.0% .................................................................... $ 187,618,173 ============== See Abbreviations on page 185. (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. 116 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN LOUISIANA TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ------------------------------------------------------ CLASS A 2010 2009 2008(a) 2007 2006 - ------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ................. $ 10.43 $ 10.74 $ 11.61 $ 11.52 $ 11.68 -------- -------- -------- -------- -------- Income from investment operations(b): Net investment income(c) ........................ 0.48 0.48 0.47 0.48 0.50 Net realized and unrealized gains (losses) ...... 0.85 (0.32) (0.87) 0.10 (0.16) -------- -------- -------- -------- -------- Total from investment operations ................... 1.33 0.16 (0.40) 0.58 0.34 -------- -------- -------- -------- -------- Less distributions from net investment income ...... (0.48) (0.47) (0.47) (0.49) (0.50) -------- -------- -------- -------- -------- Redemption fees(d) ................................. -- -- --(e) --(e) -- -------- -------- -------- -------- -------- Net asset value, end of year ....................... $ 11.28 $ 10.43 $ 10.74 $ 11.61 $ 11.52 ======== ======== ======== ======== ======== Total return(f) .................................... 12.99% 1.53% (3.57)% 5.14% 2.99% RATIOS TO AVERAGE NET ASSETS Expenses ........................................... 0.69% 0.71% 0.71% 0.73% 0.73% Net investment income .............................. 4.40% 4.45% 4.14% 4.22% 4.30% SUPPLEMENTAL DATA Net assets, end of year (000's) .................... $327,368 $266,905 $234,314 $220,927 $188,333 Portfolio turnover rate ............................ 4.45% 11.73% 11.57% 5.71% 9.78% (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 | 117 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN LOUISIANA TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ----------------------------------------------- CLASS C 2010 2009 2008(a) 2007 2006 - ------- ------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ................. $ 10.54 $ 10.85 $ 11.73 $ 11.63 $ 11.79 ------- ------- ------- ------- ------- Income from investment operations(b): Net investment income(c) ........................ 0.43 0.42 0.41 0.43 0.44 Net realized and unrealized gains (losses) ...... 0.86 (0.32) (0.88) 0.09 (0.16) ------- ------- ------- ------- ------- Total from investment operations ................... 1.29 0.10 (0.47) 0.52 0.28 ------- ------- ------- ------- ------- Less distributions from net investment income ...... (0.42) (0.41) (0.41) (0.42) (0.44) ------- ------- ------- ------- ------- Redemption fees(d) ................................. -- -- --(e) --(e) -- ------- ------- ------- ------- ------- Net asset value, end of year ....................... $ 11.41 $ 10.54 $ 10.85 $ 11.73 $ 11.63 ======= ======= ======= ======= ======= Total return(f) .................................... 12.44% 0.96% (4.16)% 4.61% 2.40% RATIOS TO AVERAGE NET ASSETS Expenses ........................................... 1.24% 1.26% 1.26% 1.28% 1.28% Net investment income .............................. 3.85% 3.90% 3.59% 3.67% 3.75% SUPPLEMENTAL DATA Net assets, end of year (000's) .................... $64,018 $41,646 $35,085 $29,028 $23,319 Portfolio turnover rate ............................ 4.45% 11.73% 11.57% 5.71% 9.78% (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. 118 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 FRANKLIN LOUISIANA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE --------------------------------------- ---------------- -------------- MUNICIPAL BONDS 98.6% LOUISIANA 87.1% Alexandria Sales and Use Tax Revenue, 5.00%, 8/01/26 ........................................................................... $ 1,710,000 $ 1,855,913 8/01/27 ........................................................................... 1,790,000 1,926,917 8/01/28 ........................................................................... 1,875,000 2,002,012 Bossier City Utilities Revenue, BHAC Insured, 5.50%, 10/01/33 ........................ 5,000,000 5,566,750 Bossier Parish Sales and Use Tax Revenue, AMBAC Insured, 5.00%, 7/01/20 .............. 1,900,000 1,992,872 Calcasieu Parish Public Trust Authority Student Lease Revenue, McNeese Student Housing Project, NATL Insured, 5.25%, 5/01/21 ........................................................................... 1,505,000 1,511,592 5/01/33 ........................................................................... 2,500,000 2,325,800 De Soto Parish Environmental Improvement Revenue, International Paper Co. Project, Series A, 5.65%, 12/01/21 ......................................................... 1,000,000 990,600 De Soto Parish PCR, Cleco Utility Group Inc. Project, Refunding, AMBAC Insured, 5.875%, 9/01/29 ................................................................... 11,500,000 11,686,070 Denham Spring Livingston Housing and Mortgage Finance Authority SFHR, Series A, FHA Insured, ETM, 7.20%, 8/01/10 .................................................. 1,380,000 1,419,316 East Baton Rouge Mortgage Finance Authority SFR, Mortgage Backed Securities Program, Refunding, Series A-3, GNMA Secured, 5.00%, 10/01/28 .............................. 985,000 994,988 Series A-2, GNMA Secured, 5.10%, 10/01/40 ......................................... 1,000,000 1,012,280 East Baton Rouge Parish Park and Recreation District GO, FSA Insured, 5.00%, 5/01/25 ........................................................................... 3,325,000 3,515,024 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 1,052,700 East Baton Rouge Parish Sales Tax Revenue, Public Improvement, Refunding, Series A, AMBAC Insured, 5.00%, 2/01/24 ............ 2,000,000 2,114,800 Road and Street Improvement, Assured Guaranty, 5.25%, 8/01/28 ..................... 1,000,000 1,074,460 Road and Street Improvement, Assured Guaranty, 5.50%, 8/01/30 ..................... 1,700,000 1,837,309 East Baton Rouge Parish Sewer Commission Revenue, Refunding, Series A, 5.25%, 2/01/34 ........................................................................... 2,500,000 2,613,875 2/01/39 ........................................................................... 6,500,000 6,771,960 England District Sub-District No. 1 Revenue, FGIC Insured, 5.00%, 8/15/19 ............ 5,000,000 5,240,050 Greater New Orleans Expressway Commission Revenue, Refunding, AMBAC Insured, 5.00%, 11/01/27 .......................................................................... 5,000,000 5,147,850 Jefferson Parish Revenue, Public Improvement, 24th Judicial District Project, NATL Insured, 5.00%, 4/01/29 ........................................................... 3,060,000 3,120,894 Jefferson Parish West Jefferson Park and Community Center Revenue, NATL Insured, 5.00%, 10/01/29 ................................................................... 2,925,000 3,062,358 Jefferson Sales Tax District Special Sales Tax Revenue, Special Tax Bond, AMBAC Insured, Pre-Refunded, 5.00%, 12/01/20 ............................................ 4,195,000 4,514,030 Lafayette Communications Systems Revenue, XLCA Insured, 5.25%, 11/01/27 .............. 5,000,000 5,168,400 Lafayette Public Power Authority Electric Revenue, NATL Insured, 5.00%, 11/01/32 ..... 5,000,000 5,082,400 Lafayette Public Trust Financing Authority Revenue, Ragin' Cajun Facilities Inc. Project, Assured Guaranty, 5.75%, 10/01/29 ................................................. 750,000 782,498 Assured Guaranty, 6.00%, 10/01/34 ................................................. 1,750,000 1,824,970 Assured Guaranty, 6.00%, 10/01/38 ................................................. 1,335,000 1,387,132 NATL Insured, 5.00%, 10/01/22 ..................................................... 1,500,000 1,578,960 Lafayette Public Trust Financing Authority SFMR, Series A, FHA Insured, ETM, 7.20%, 4/01/11 ........................................................................... 30,000 32,175 Lafayette Utilities Revenue, NATL Insured, 5.00%, 11/01/28 ........................... 5,000,000 5,129,150 Annual Report | 119 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN LOUISIANA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE --------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) LOUISIANA (CONTINUED) Lafourche Parish Home Mortgage Authority SFMR, ETM, 7.40%, 7/01/10 ................... $ 10,000 $ 10,229 Livingston Parish Waterworks Revenue, Ward Two Water District, AMBAC Insured, 5.125%, 4/01/29 ........................................................................... 2,200,000 2,275,878 Louisiana HFA, SFMR, Home Ownership Program, GO Zone, Series B-1, GNMA Secured, 5.00%, 12/01/32 ................................ 1,780,000 1,785,233 Series A, GNMA Secured, 5.50%, 6/01/40 ............................................ 4,720,000 4,926,075 Series B, GNMA Secured, 6.125%, 12/01/33 .......................................... 840,000 906,839 Louisiana HFA Mortgage Revenue, SF, Series A-1, GNMA Secured, 5.45%, 12/01/20 ........ 360,000 366,422 Louisiana Local Government Environmental Facilities and CDA Airport Revenue, Monroe Regional Airport Terminal, Assured Guaranty, 5.50%, 2/01/39 ....................... 2,000,000 2,086,840 Louisiana Local Government Environmental Facilities and CDA Revenue, Ascension Parish Library Projects, AMBAC Insured, 5.25%, 4/01/29 .................. 1,000,000 1,037,350 Delgado Community College Foundation Project, NATL Insured, 6.00%, 10/01/29 ....... 1,000,000 1,021,420 Delta Campus Facilities Corp. Project, Assured Guaranty, 5.50%, 10/01/27 .......... 5,000,000 5,497,950 Denham Springs Sewer District No.1, Assured Guaranty, 5.00%, 12/01/39 ............. 3,750,000 3,743,925 Denham Springs Sewer Project, AMBAC Insured, 4.75%, 12/01/31 ...................... 3,000,000 2,912,640 East Ascension Consolidated No. 1, Refunding, AMBAC Insured, 5.00%, 12/01/37 ...... 5,370,000 5,470,849 East Ascension Consolidated No. 1, Refunding, AMBAC Insured, 5.00%, 12/01/44 ...... 8,870,000 8,933,598 Independence Stadium Project, Refunding, 5.25%, 3/01/30 ........................... 8,845,000 9,183,940 Jefferson Parish, Refunding, Series A, 5.375%, 4/01/31 ............................ 2,000,000 2,088,220 Jefferson Parking Garage Project, AMBAC Insured, 5.00%, 9/01/21 ................... 2,215,000 2,228,290 Lake Charles Public Improvements Project, AMBAC Insured, 5.00%, 5/01/27 ........... 5,000,000 5,176,050 LCTCS Facilities Corp. Project, Series B, Assured Guaranty, 5.00%, 10/01/27 ....... 5,250,000 5,527,410 Livingston Parish Road, AMBAC Insured, 5.00%, 3/01/21 ............................. 3,540,000 3,740,541 NATL Insured, 5.00%, 12/01/26 ..................................................... 3,000,000 3,052,830 Parking Facilities Corp. Garage Project, Series A, AMBAC Insured, 5.375%, 10/01/26 ....................................................................... 2,000,000 2,018,400 Parking Facilities Corp. Garage Project, Series A, AMBAC Insured, 5.375%, 10/01/31 ....................................................................... 2,000,000 2,003,040 Shreveport Airport Cargo Project, Series C, Assured Guaranty, 6.75%, 1/01/24 ...... 2,620,000 2,850,167 Shreveport Airport Cargo Project, Series C, Assured Guaranty, 7.00%, 1/01/33 ...... 2,500,000 2,670,900 Southeastern Louisiana Student Housing, Series A, NATL Insured, 5.00%, 8/01/27 .... 3,000,000 2,958,720 Louisiana Public Facilities Authority Hospital Revenue, Franciscan Missionaries, 6.75%, 7/01/39 ........................................... 3,500,000 3,778,460 Touro Infirmary Project, Series A, 5.625%, 8/15/29 ................................ 3,500,000 3,108,035 Louisiana Public Facilities Authority Revenue, Archdiocese of New Orleans Project, Refunding, CIFG Insured, 5.00%, 7/01/31 ....... 5,000,000 4,766,400 Centenary College Project, Refunding, 5.75%, 2/01/29 .............................. 7,300,000 5,906,065 Christus Health, Refunding, Series B, Assured Guaranty, 6.50%, 7/01/30 ............ 5,000,000 5,407,200 Dillard University Project, Series A, AMBAC Insured, Pre-Refunded, 5.30%, 8/01/26 ........................................................................ 1,540,000 1,701,638 FHA Insured Mortgage, Baton Rouge General, NATL Insured, 5.25%, 7/01/33 ........... 5,000,000 5,065,200 Grambling University Project, Black and Gold Facilities Project, Series A, CIFG Insured, 5.00%, 7/01/30 ........................................................ 5,000,000 4,184,200 Mortgage Purchase, HFA, Refunding, Series A, GNMA Secured, 6.40%, 7/20/20 ......... 1,615,000 1,682,620 Ochsner Clinic Foundation Project, Series B, 5.25%, 5/15/27 ....................... 3,990,000 3,744,535 Ochsner Clinic Foundation Project, Series B, ETM, 5.75%, 5/15/23 .................. 2,500,000 3,154,075 Tulane University of Louisiana, Series A, AMBAC Insured, Pre-Refunded, 5.125%, 7/01/27 ........................................................................ 3,000,000 3,303,000 Louisiana State Citizens Property Insurance Corp. Assessment Revenue, Series B, AMBAC Insured, 5.00%, 6/01/23 ........................................... 5,000,000 5,023,550 Series C-2, Assured Guaranty, 6.75%, 6/01/26 ...................................... 5,000,000 5,733,900 120 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN LOUISIANA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE --------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) LOUISIANA (CONTINUED) Louisiana State Gas and Fuels Tax Revenue, Series A, AMBAC Insured, 5.00%, 6/01/27 ..................................................... $ 3,500,000 $ 3,570,420 FSA Insured, 5.00%, 5/01/31 ....................................................... 15,000,000 15,545,700 NATL Insured, 5.00%, 5/01/35 ...................................................... 2,300,000 2,319,619 Louisiana State GO, Match, Refunding, Series B, CIFG Insured, 5.00%, 7/15/24 ........................................................................... 3,475,000 3,761,792 7/15/25 ........................................................................... 1,765,000 1,902,317 Louisiana State Office Facilities Corp. Lease Revenue, Capital Complex Program, AMBAC Insured, 5.00%, 5/01/21 ..................................................... 2,500,000 2,561,025 Refunding, 5.00%, 3/01/18 ......................................................... 2,000,000 2,177,080 Louisiana State Offshore Term Authority Deepwater Port Revenue, Loop LLC Project, Refunding, 5.00%, 10/01/20 ................................................................... 5,000,000 5,034,400 Louisiana State University and Agricultural and Mechanical College Board Revenue, AMBAC Insured, 5.00%, 7/01/22 ..................................................... 5,000,000 5,279,600 Auxiliary, FGIC Insured, 5.00%, 7/01/31 ........................................... 3,000,000 3,011,100 Auxiliary, Series B, AMBAC Insured, 5.00%, 7/01/27 ................................ 1,500,000 1,533,840 Monroe Sales Tax Increment Revenue, Economic Development Project, Garret Road, Refunding, Assured Guaranty, 5.375%, 3/01/24 ................................................................... 1,035,000 1,100,619 5.50%, 3/01/25 .................................................................... 2,145,000 2,282,902 New Orleans Aviation Board Revenue, Restructuring GARB, Refunding, Series A-1, Assured Guaranty, 6.00%, 1/01/23 .................................................. 2,000,000 2,245,860 New Orleans GO, Drain Systems, AMBAC Insured, 5.00%, 12/01/18 ..................................... 1,000,000 980,510 Public Improvement, AMBAC Insured, 5.25%, 12/01/29 ................................ 1,485,000 1,477,649 Public Improvement, FGIC Insured, 5.25%, 12/01/21 ................................. 1,295,000 1,295,220 Public Improvement, FGIC Insured, 5.125%, 12/01/26 ................................ 2,000,000 2,002,320 Radian Insured, 5.125%, 12/01/30 .................................................. 10,055,000 9,748,222 Refunding, NATL Insured, 5.125%, 9/01/21 .......................................... 2,000,000 2,010,440 New Orleans Sewage Service Revenue, Refunding, Assured Guaranty, 6.25%, 6/01/29 ...... 500,000 511,920 Orleans Parish Parishwide School District GO, Refunding, Series B, FGIC Insured, 5.50%, 9/01/20 .................................................................... 1,000,000 1,001,760 Orleans Parish School Board GO, Series 95, FGIC Insured, 5.375%, 9/01/18 ............. 1,950,000 1,956,220 Ouachita Parish Hospital Service District No. 1 Revenue, Glenwood Regional Medical Center, FSA Insured, Pre-Refunded, 5.75%, 5/15/21 ................................. 2,500,000 2,526,650 Ouachita Parish West Ouachita Parish School District Sales and Use Tax Revenue, FGIC Insured, Pre-Refunded, 5.75%, 9/01/24 ............................................. 1,410,000 1,476,030 Port New Orleans Board of Commissioners Port Facility Revenue, Refunding, Assured Guaranty, 5.125%, 4/01/38 ......................................................... 5,000,000 4,959,350 Rapides Parish Housing and Mortgage Finance Authority Revenue, SFM Purchase, FHA Insured, ETM, 7.25%, 8/01/10 ...................................................... 140,000 144,077 Shreveport Certificates of Indebtedness Revenue, Refunding, Series A, AMBAC Insured, 5.00%, 10/01/16 ................................................................... 1,000,000 1,021,830 St. Bernard Home Mortgage Authority Revenue, SF, Series A, FGIC Insured, ETM, 7.50%, 9/01/10 ........................................................................... 435,000 450,443 St. Charles Parish Consolidated Waterworks and Wastewater District No. 1 Revenue, Series A, AMBAC Insured, 5.00%, 7/01/31 ........................................... 5,000,000 5,027,050 St. John the Baptist Parish EDR, USX Corp. Project, Refunding, 5.35%, 12/01/13 ....... 2,500,000 2,511,975 St. John the Baptist Parish Revenue, Marathon Oil Corp. Project, Series A, 5.125%, 6/01/37 ........................................................................... 5,000,000 4,676,250 Annual Report | 121 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN LOUISIANA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE --------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) LOUISIANA (CONTINUED) (a) St. Tammany Parish Utilities Revenue, Series B, 5.50%, 8/01/35 .................................................................... $ 2,650,000 $ 2,762,943 5.00%, 8/01/44 .................................................................... 3,290,000 3,236,735 St. Tammany's Public Trust Financing Authority SFMR, Series A, FHA Insured, ETM, 7.20%, 7/01/10 ........................................................................... 10,000 10,214 7/01/11 ........................................................................... 50,000 54,533 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 2,119,680 University of Louisiana System Board of Supervisors Lease Revenue, Northwestern State University Wellness, AMBAC Insured, 5.10%, 4/01/24 ................................ 1,000,000 1,000,270 -------------- 340,657,304 -------------- U.S. TERRITORIES 11.5% PUERTO RICO 11.5% Puerto Rico Commonwealth GO, Public Improvement, NATL Insured, Pre-Refunded, 5.75%, 7/01/26 ........................................ 4,400,000 4,471,808 Refunding, Series A-4, FSA Insured, 5.25%, 7/01/30 ................................ 6,945,000 7,277,804 Series A, 5.00%, 7/01/33 .......................................................... 615,000 564,232 Puerto Rico Commonwealth Highway and Transportation Authority Transportation Revenue, Refunding, Series L, NATL Insured, 5.25%, 7/01/35 ................................. 10,000,000 9,567,600 Puerto Rico Electric Power Authority Power Revenue, Series WW, 5.25%, 7/01/33 ........ 6,450,000 6,415,170 Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, first sub., Series A, 5.50%, 8/01/42 .......................................................... 6,000,000 5,990,640 Series B, 6.375%, 8/01/39 ......................................................... 10,000,000 10,772,600 -------------- TOTAL U.S. TERRITORIES ............................................................... 45,059,854 -------------- TOTAL MUNICIPAL BONDS BEFORE SHORT TERM INVESTMENTS (COST $379,615,326) .............. 385,717,158 -------------- SHORT TERM INVESTMENTS 2.1% MUNICIPAL BONDS 2.1% LOUISIANA 2.1% (b) Louisiana Public Facilities Authority Hospital Revenue, Franciscan, Refunding, Series D, Daily VRDN and Put, 0.17%, 7/01/28 ...................................... 4,800,000 4,800,000 (b) Louisiana State Offshore Terminal Authority Deepwater Port Revenue, Loop Inc. Project, First Stage, ACES, Refunding, Daily VRDN and Put, 0.13%, 9/01/17 ......... 3,600,000 3,600,000 -------------- TOTAL SHORT TERM INVESTMENTS (COST $8,400,000) ....................................... 8,400,000 -------------- TOTAL INVESTMENTS (COST $388,015,326) 100.7% ......................................... 394,117,158 OTHER ASSETS, LESS LIABILITIES (0.7)% ................................................ (2,730,590) -------------- NET ASSETS 100.0% .................................................................... $ 391,386,568 ============== See Abbreviations on page 185. (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. 122 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN MARYLAND TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ------------------------------------------------------- CLASS A 2010 2009 2008(a) 2007 2006 - ------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............... $ 10.35 $ 10.81 $ 11.84 $ 11.77 $ 11.80 -------- -------- -------- -------- -------- Income from investment operations(b): Net investment income(c) ...................... 0.49 0.49 0.48 0.49 0.51 Net realized and unrealized gains (losses) .... 0.95 (0.47) (1.03) 0.08 (0.03) -------- -------- -------- -------- -------- Total from investment operations ................. 1.44 0.02 (0.55) 0.57 0.48 -------- -------- -------- -------- -------- Less distributions from net investment income .... (0.49) (0.48) (0.48) (0.50) (0.51) -------- -------- -------- -------- -------- Redemption fees(d) ............................... -- --(e) --(e) --(e) --(e) -------- -------- -------- -------- -------- Net asset value, end of year ..................... $ 11.30 $ 10.35 $ 10.81 $ 11.84 $ 11.77 ======== ======== ======== ======== ======== Total return(f) .................................. 14.17% 0.20% (4.80)% 4.96% 4.11% RATIOS TO AVERAGE NET ASSETS Expenses ......................................... 0.66% 0.67% 0.67% 0.68% 0.69% Net investment income ............................ 4.44% 4.56% 4.18% 4.21% 4.29% SUPPLEMENTAL DATA Net assets, end of year (000's) .................. $511,636 $426,218 $417,427 $410,890 $369,205 Portfolio turnover rate .......................... 7.33% 8.94% 10.28% 7.84% 8.00% (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 | 123 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN MARYLAND TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ----------------------------------------------------- CLASS C 2010 2009 2008(a) 2007 2006 - ------- -------- -------- -------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............... $ 10.50 $ 10.95 $ 11.99 $ 11.91 $ 11.93 -------- -------- ------- ------- ------- Income from investment operations(b): Net investment income(c) ...................... 0.43 0.44 0.43 0.43 0.45 Net realized and unrealized gains (losses) .... 0.96 (0.47) (1.05) 0.08 (0.03) -------- -------- ------- ------- ------- Total from investment operations ................. 1.39 (0.03) (0.62) 0.51 0.42 -------- -------- ------- ------- ------- Less distributions from net investment income .... (0.43) (0.42) (0.42) (0.43) (0.44) -------- -------- ------- ------- ------- Redemption fees(d) ............................... -- --(e) --(e) --(e) --(e) -------- -------- ------- ------- ------- Net asset value, end of year ..................... $ 11.46 $ 10.50 $ 10.95 $ 11.99 $ 11.91 ======== ======== ======= ======= ======= Total return(f) .................................. 13.45% (0.26)% (5.35)% 4.42% 3.57% RATIOS TO AVERAGE NET ASSETS Expenses ......................................... 1.21% 1.22% 1.22% 1.23% 1.24% Net investment income ............................ 3.89% 4.01% 3.63% 3.66% 3.74% SUPPLEMENTAL DATA Net assets, end of year (000's) .................. $142,575 $101,328 $82,927 $71,937 $59,915 Portfolio turnover rate .......................... 7.33% 8.94% 10.28% 7.84% 8.00% (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. 124 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN MARYLAND TAX-FREE INCOME FUND PERIOD ENDED FEBRUARY 28, ADVISOR CLASS 2010(a) - ------------- ------------ PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ............. $10.69 ------ Income from investment operations(b): Net investment income(c) ...................... 0.33 Net realized and unrealized gains (losses) .... 0.61 ------ Total from investment operations ................. 0.94 ------ Less distributions from net investment income .... (0.33) ------ Net asset value, end of period ................... $11.30 ====== Total return(d) .................................. 8.83% RATIOS TO AVERAGE NET ASSETS(e) Expenses ......................................... 0.56% Net investment income ............................ 4.54% SUPPLEMENTAL DATA Net assets, end of period (000's) ................ $3,504 Portfolio turnover rate .......................... 7.33% (a) For the period July 1, 2009 (effective date) to February 28, 2010. (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 | 125 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 FRANKLIN MARYLAND TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE -------------------------------------- ---------------- -------------- MUNICIPAL BONDS 98.2% MARYLAND 75.1% Anne Arundel County GO, Refunding, 4.625%, 3/01/32 ................................... $ 2,000,000 $ 2,040,600 Anne Arundel County MFR, Glenview Gardens Apartments Project, Mandatory Put 1/01/27, 5.00%, 1/01/28 .................................................................... 2,000,000 2,017,960 Baltimore Convention Center Hotel Revenue, Senior Series A, XLCA Insured, 5.25%, 9/01/39 ........................................................................... 23,095,000 18,685,934 Baltimore County Metropolitan 68th District GO, Refunding, 5.00%, 8/01/32 ............ 1,000,000 1,039,300 Baltimore Port Facilities Revenue, Consolidated Coal Sales, Refunding, Series A, 6.50%, 10/01/11 ................................................................... 1,850,000 1,917,692 Baltimore Project Revenue, Subordinated, Water Projects, Series A, 5.375%, 7/01/34 ........................... 750,000 785,520 Subordinated, Water Projects, Series A, 5.75%, 7/01/39 ............................ 1,250,000 1,361,900 Wastewater Projects, FSA Insured, 5.00%, 7/01/37 .................................. 5,000,000 5,217,700 Wastewater Projects, Series A, FSA Insured, 5.00%, 7/01/33 ........................ 5,355,000 5,672,444 Wastewater Projects, Series A, FSA Insured, 5.00%, 7/01/38 ........................ 5,000,000 5,253,250 Wastewater Projects, Series C, 5.125%, 7/01/34 .................................... 1,835,000 1,912,932 Wastewater Projects, Series C, 5.625%, 7/01/39 .................................... 2,965,000 3,197,871 Wastewater Projects, Series C, AMBAC Insured, 5.00%, 7/01/31 ...................... 2,855,000 2,974,168 Wastewater Projects, Series D, AMBAC Insured, 5.00%, 7/01/32 ...................... 2,120,000 2,217,732 Water Projects, Refunding, Series A, NATL Insured, 5.125%, 7/01/42 ................ 11,740,000 11,923,027 Water Projects, Series C, AMBAC Insured, 5.00%, 7/01/32 ........................... 5,000,000 5,230,500 Baltimore Revenue, Water Projects, Series A, FSA Insured, Pre-Refunded, 5.75%, 7/01/30 ........................................................................... 10,000,000 10,183,100 Carroll County Revenue, Fairhaven and Copper Ridge, Refunding, Series A, Radian Insured, 5.375%, 1/01/16 ................................................................... 2,000,000 1,960,800 5.50%, 1/01/19 .................................................................... 1,000,000 929,600 5.625%, 1/01/25 ................................................................... 2,000,000 1,733,600 Frederick County Educational Facilities Revenue, Mount St. Mary University, Refunding, 5.625%, 9/01/38 ................................................................... 5,000,000 4,758,550 Frederick GO, Public Improvements, Series A, 5.00%, 3/01/34 .......................... 5,000,000 5,386,350 Harford County GO, Consolidated Public Improvement, 4.45%, 1/15/17 ................... 1,125,000 1,156,241 Maryland Environmental Services COP, Water and Waste Facilities, Series A, 6.70%, 6/01/11 ........................................................................... 830,000 830,257 Maryland State Community Development Administration Department of Housing and CDR, Housing, Refunding, Series A, 6.00%, 7/01/32 ...................................... 4,000,000 4,006,760 Residential, Series B, 4.75%, 9/01/39 ............................................. 5,335,000 5,235,342 Residential, Series C, 5.375%, 9/01/39 ............................................ 10,000,000 10,284,800 Residential, Series C, 5.65%, 9/01/48 ............................................. 6,700,000 6,998,418 Residential, Series D, 5.25%, 9/01/29 ............................................. 2,680,000 2,683,082 Maryland State EDC, PCR, Potomac Electric Project, Refunding, 6.20%, 9/01/22 ......... 10,000,000 11,501,500 Maryland State EDC Student Housing Revenue, University of Maryland Baltimore County Project, Refunding, XLCA Insured, 5.00%, 7/01/30 ........................................................................ 3,245,000 2,908,623 University of Maryland Baltimore County Project, Refunding, XLCA Insured, 5.00%, 7/01/35 ........................................................................ 3,675,000 3,165,094 University of Maryland College Park Projects, Refunding, CIFG Insured, 5.00%, 6/01/25 ........................................................................ 2,500,000 2,419,425 University of Maryland College Park Projects, Refunding, CIFG Insured, 5.00%, 6/01/28 ........................................................................ 2,000,000 1,883,320 University of Maryland College Park Projects, Refunding, CIFG Insured, 5.00%, 6/01/33 ........................................................................ 9,370,000 8,363,662 Maryland State EDC Utility Infrastructure Revenue, University College Park Project, AMBAC Insured, 5.00%, 7/01/19 ..................................................... 1,675,000 1,715,133 126 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN MARYLAND TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE -------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) MARYLAND (CONTINUED) Maryland State GO, State and Local Facilities Loan, Refunding, First Series C, 4.00%, 3/01/22 ......................................... $ 9,000,000 $ 9,660,780 Refunding, Series C, 4.00%, 11/01/19 .............................................. 10,000,000 11,053,900 Refunding, Series C, 5.00%, 11/01/19 .............................................. 8,000,000 9,517,760 Third Series A, 5.00%, 11/01/21 ................................................... 5,000,000 5,897,450 Maryland State Health and Higher Educational Facilities Authority Revenue, Anne Arundel Health System, Series A, 6.75%, 7/01/29 .............................. 2,000,000 2,287,080 Anne Arundel Health System, Series A, 6.75%, 7/01/39 .............................. 2,000,000 2,282,240 Anne Arundel Health System, Series A, Pre-Refunded, 5.125%, 7/01/34 ............... 2,500,000 2,902,250 Anne Arundel Medical Center, FSA Insured, 5.125%, 7/01/33 ......................... 8,365,000 8,388,171 Carroll County General Hospital, 6.00%, 7/01/26 ................................... 2,000,000 2,068,180 Carroll County General Hospital, 5.80%, 7/01/32 ................................... 5,000,000 5,094,150 Carroll Hospital Center, 5.00%, 7/01/40 ........................................... 6,790,000 6,483,839 Catholic Health Initiatives, Series A, 6.00%, 12/01/20 ............................ 715,000 726,397 Catholic Health Initiatives, Series A, Pre-Refunded, 6.00%, 12/01/20 .............. 2,205,000 2,258,207 Catholic Health Initiatives, Series A, Pre-Refunded, 6.00%, 12/01/24 .............. 2,025,000 2,073,863 Edenwald, Series A, 5.40%, 1/01/31 ................................................ 1,000,000 882,590 Helix Health Issue, AMBAC Insured, ETM, 5.00%, 7/01/27 ............................ 11,000,000 12,632,510 Johns Hopkins Medical Institutions, Series A, 5.00%, 5/15/37 ...................... 9,395,000 9,366,627 LifeBridge Health, Refunding, Assured Guaranty, 5.00%, 7/01/34 .................... 10,945,000 11,057,952 LifeBridge Health, Refunding, Assured Guaranty, 4.75%, 7/01/38 .................... 10,000,000 9,846,200 Loyola College, Series A, 5.00%, 10/01/40 ......................................... 10,050,000 9,987,187 Maryland Institute College of Art, 5.00%, 6/01/35 ................................. 2,000,000 1,892,920 Maryland Institute College of Art, 5.00%, 6/01/36 ................................. 5,000,000 4,720,700 Maryland Institute College of Art, 5.00%, 6/01/40 ................................. 6,000,000 5,609,940 Maryland Institute College of Art, Pre-Refunded, 5.625%, 6/01/36 .................. 3,600,000 3,826,224 Mercy Medical Center, Refunding, 5.625%, 7/01/31 .................................. 5,500,000 5,504,730 Mercy Medical Center, Series A, 5.00%, 7/01/37 .................................... 10,000,000 9,138,600 North Arundel Hospital, Pre-Refunded, 6.50%, 7/01/26 .............................. 1,000,000 1,030,250 North Arundel Hospital, Pre-Refunded, 6.50%, 7/01/31 .............................. 1,320,000 1,359,930 Parking, Johns Hopkins Medical Institutions, AMBAC Insured, 5.00%, 7/01/27 ........ 655,000 643,780 Parking, Johns Hopkins Medical Institutions, AMBAC Insured, 5.00%, 7/01/34 ........ 5,000,000 4,566,550 Parking, Johns Hopkins Medical Institutions, Refunding, Series B, AMBAC Insured, 5 00%, 7/01/38 ................................................................. 6,200,000 6,016,790 Peninsula Regional Medical Center, 5.00%, 7/01/36 ................................. 6,625,000 6,714,438 Roland Park Place Project, Refunding, 5.625%, 7/01/18 ............................. 2,500,000 2,458,275 Roland Park Place Project, Refunding, 5.625%, 7/01/24 ............................. 2,680,000 2,482,055 The Johns Hopkins University Issue, Series A, 5.00%, 7/01/32 ...................... 29,000,000 29,559,410 The Johns Hopkins University Issue, Series A, 5.00%, 7/01/38 ...................... 5,805,000 6,000,629 Union Hospital Cecil County Issue, 5.00%, 7/01/35 ................................. 3,015,000 2,927,233 University of Maryland Medical System, Pre-Refunded, 6.75%, 7/01/30 ............... 11,000,000 11,343,640 University of Maryland Medical System, Refunding, AMBAC Insured, 5.25%, 7/01/28 ... 15,000,000 15,313,200 University of Maryland Medical System, Series A, 5.00%, 7/01/41 ................... 2,500,000 2,445,625 Washington County Hospital, 5.75%, 1/01/38 ........................................ 2,500,000 2,438,800 Western Maryland Health, Refunding, Series A, NATL Insured, 4.75%, 7/01/36 ........ 17,680,000 16,250,572 Maryland State Transportation Authority Lease Revenue, Metrorail Parking Project, AMBAC Insured, 5.00%, 7/01/28 ..................................................... 3,975,000 4,168,344 Annual Report | 127 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN MARYLAND TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE -------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) MARYLAND (CONTINUED) Maryland State Transportation Authority Parking Revenue, AMBAC Insured, 5.00%, 3/01/27 ........................................................................... $ 8,000,000 $ 8,202,560 Maryland State Transportation Authority Transportation Facility Projects Revenue, 5.00%, 7/01/23 .................................................................... 2,795,000 3,135,515 FSA Insured, 5.00%, 7/01/27 ....................................................... 5,890,000 6,256,299 FSA Insured, 5.00%, 7/01/31 ....................................................... 7,455,000 7,814,555 FSA Insured, 5.00%, 7/01/32 ....................................................... 7,165,000 7,513,506 FSA Insured, 5.00%, 7/01/34 ....................................................... 7,500,000 7,852,575 Morgan State University Maryland and Auxiliary Facilities Fees Revenue, Series A, FGIC Insured, 5.00%, 7/01/32 ........................................................... 6,450,000 6,574,227 Prince George's County GO, Consolidated Public Improvement, 4.40%, 9/15/22 ........... 10,000,000 10,389,400 Prince George's County IDA Lease Revenue, Upper Marlboro Justice, Series B, NATL Insured, 4.75%, 6/30/30 .................................................................... 4,000,000 4,079,840 Westminster Education Facilities Revenue, McDaniel College Inc., Pre-Refunded, 5.50%, 4/01/27 ........................................................................... 425,000 475,282 4/01/32 ........................................................................... 1,500,000 1,677,465 -------------- 494,403,379 -------------- DISTRICT OF COLUMBIA 0.4% Washington Metropolitan Area Transit Authority Gross Revenue, Transit, Series A, 5.125%, 7/01/32 ................................................................... 2,500,000 2,635,325 -------------- U.S. TERRITORIES 22.7% PUERTO RICO 22.2% Puerto Rico Commonwealth Aqueduct and Sewer Authority Revenue, senior lien, Series A, 6.00%, 7/01/38 .................................................................... 2,100,000 2,153,697 Puerto Rico Commonwealth GO, Public Improvement, FSA Insured, Pre-Refunded, 5.25%, 7/01/27 ......................................... 1,520,000 1,619,621 FSA Insured, Pre-Refunded, 5.125%, 7/01/30 ........................................ 4,360,000 4,638,560 Refunding, FSA Insured, 5.25%, 7/01/27 ............................................ 1,015,000 1,023,465 Refunding, FSA Insured, 5.125%, 7/01/30 ........................................... 2,870,000 2,884,235 Refunding, Series A, FGIC Insured, 5.50%, 7/01/21 ................................. 10,000,000 10,392,600 Refunding, Series A, FGIC Insured, 5.50%, 7/01/22 ................................. 5,000,000 5,162,500 Series A, 5.00%, 7/01/27 .......................................................... 6,250,000 6,024,938 Puerto Rico Commonwealth Highway and Transportation Authority Transportation Revenue, Refunding, Series N, Assured Guaranty, 5.25%, 7/01/36 ............................. 5,000,000 5,219,050 Refunding, Series N, FGIC Insured, 5.25%, 7/01/39 ................................. 5,000,000 4,701,100 Series D, Pre-Refunded, 5.25%, 7/01/38 ............................................ 5,000,000 5,501,050 Series G, 5.00%, 7/01/33 .......................................................... 2,170,000 2,017,427 Puerto Rico Convention Center District Authority Hotel Occupancy Tax Revenue, Series A, AMBAC Insured, 5.00%, 7/01/31 ..................................................... 5,000,000 4,542,100 FGIC Insured, 5.00%, 7/01/24 ...................................................... 5,000,000 4,865,050 Puerto Rico Electric Power Authority Power Revenue, Refunding, Series SS, FSA Insured, 5.00%, 7/01/30 ................................. 10,000,000 10,243,400 Series HH, FSA Insured, Pre-Refunded, 5.25%, 7/01/29 .............................. 10,780,000 11,064,915 Series II, Pre-Refunded, 5.25%, 7/01/31 ........................................... 3,000,000 3,348,570 Series WW, 5.50%, 7/01/38 ......................................................... 5,000,000 5,046,100 Puerto Rico HFAR, Subordinated, Capital Fund Modernization, 5.125%, 12/01/27 ......... 4,250,000 4,310,988 128 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN MARYLAND TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE -------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) U.S. TERRITORIES (CONTINUED) PUERTO RICO (CONTINUED) Puerto Rico PBA Guaranteed Revenue, Government Facilities, Refunding, Series D, 5.25%, 7/01/36 ............................................... $ 520,000 $ 499,892 Refunding, Series K, FSA Insured, 5.25%, 7/01/27 .................................. 5,300,000 5,521,805 Refunding, Series N, 5.00%, 7/01/32 ............................................... 5,000,000 4,508,150 Refunding, Series Q, 5.625%, 7/01/39 .............................................. 5,000,000 4,863,150 Series D, Pre-Refunded, 5.25%, 7/01/36 ............................................ 1,480,000 1,624,714 Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, first sub., Series A, 5.75%, 8/01/37 .................................................................... 11,425,000 11,810,022 6.00%, 8/01/42 .................................................................... 18,160,000 18,995,542 University of Puerto Rico Revenues, University System, Refunding, Series P, 5.00%, 6/01/30 ........................................................................... 4,000,000 3,670,360 -------------- 146,253,001 -------------- U.S. VIRGIN ISLANDS 0.5% Virgin Islands PFAR, Gross Receipts Taxes Loan Note, Refunding, Series A, FSA Insured, 5.00%, 10/01/22 ....................................................................... 2,000,000 2,043,380 senior lien, Capital Projects, Series A-1, 5.00%, 10/01/29 ........................ 1,000,000 975,570 -------------- 3,018,950 -------------- TOTAL U.S. TERRITORIES ............................................................... 149,271,951 -------------- TOTAL MUNICIPAL BONDS BEFORE SHORT TERM INVESTMENTS (COST $644,362,018) .............. 646,310,655 -------------- SHORT TERM INVESTMENTS 0.5% MUNICIPAL BONDS 0.5% MARYLAND 0.4% (a) Maryland State EDC, EDR, U.S. Pharmacopeial, Refunding, Series A, Daily VRDN and Put, 0.16%, 7/01/38 ...................................... 1,900,000 1,900,000 Series B, Daily VRDN and Put, 0.16%, 7/01/38 ...................................... 800,000 800,000 -------------- 2,700,000 -------------- U.S. TERRITORIES 0.1% PUERTO RICO 0.1% (a) Puerto Rico Commonwealth GO, Refunding, Series A-6, Daily VRDN and Put, 0.12%, 7/01/33 ........................................................................... 300,000 300,000 -------------- TOTAL SHORT TERM INVESTMENTS (COST $3,000,000) ....................................... 3,000,000 -------------- TOTAL INVESTMENTS (COST $647,362,018) 98.7% .......................................... 649,310,655 OTHER ASSETS, LESS LIABILITIES 1.3% .................................................. 8,405,141 -------------- NET ASSETS 100.0% .................................................................... $ 657,715,796 ============== See Abbreviations on page 185. (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 | 129 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN MISSOURI TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ---------------------------------------------------------- CLASS A 2010 2009 2008(a) 2007 2006 - ------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 11.28 $ 11.52 $ 12.37 $ 12.31 $ 12.32 -------- -------- -------- -------- -------- Income from investment operations(b): Net investment income(c) .................... 0.51 0.52 0.51 0.52 0.53 Net realized and unrealized gains (losses) .. 0.70 (0.25) (0.85) 0.06 (0.01) -------- -------- -------- -------- -------- Total from investment operations ............... 1.21 0.27 (0.34) 0.58 0.52 -------- -------- -------- -------- -------- Less distributions from net investment income .. (0.51) (0.51) (0.51) (0.52) (0.53) -------- -------- -------- -------- -------- Redemption fees(d) ............................. -- --(e) --(e) --(e) --(e) -------- -------- -------- -------- -------- Net asset value, end of year ................... $ 11.98 $ 11.28 $ 11.52 $ 12.37 $ 12.31 ======== ======== ======== ======== ======== Total return(f) ................................ 10.93% 2.39% (2.86)% 4.85% 4.33% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 0.65% 0.65% 0.66% 0.66% 0.66% Net investment income .......................... 4.37% 4.50% 4.24% 4.25% 4.31% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $863,925 $691,272 $622,913 $613,125 $562,235 Portfolio turnover rate ........................ 5.87% 12.44% 16.11% 19.77% 15.32% (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. 130 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN MISSOURI TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ------------------------------------------------------ CLASS C 2010 2009 2008(a) 2007 2006 - ------- -------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 11.35 $ 11.60 $ 12.45 $ 12.39 $ 12.39 -------- ------- ------- ------- ------- Income from investment operations(b): Net investment income(c) .................... 0.45 0.46 0.45 0.45 0.47 Net realized and unrealized gains (losses) .. 0.72 (0.26) (0.86) 0.06 --(d) -------- ------- ------- ------- ------- Total from investment operations ............... 1.17 0.20 (0.41) 0.51 0.47 -------- ------- ------- ------- ------- Less distributions from net investment income .. (0.45) (0.45) (0.44) (0.45) (0.47) -------- ------- ------- ------- ------- Redemption fees(e) ............................. -- --(d) --(d) --(d) --(d) -------- ------- ------- ------- ------- Net asset value, end of year ................... $ 12.07 $ 11.35 $ 11.60 $ 12.45 $ 12.39 ======== ======= ======= ======= ======= Total return(f) ................................ 10.44% 1.81% (3.45)% 4.25% 3.82% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 1.20% 1.20% 1.21% 1.21% 1.21% Net investment income .......................... 3.82% 3.95% 3.69% 3.70% 3.76% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $120,256 $84,637 $71,563 $70,148 $68,807 Portfolio turnover rate ........................ 5.87% 12.44% 16.11% 19.77% 15.32% (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 | 131 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN MISSOURI TAX-FREE INCOME FUND PERIOD ENDED FEBRUARY 28, ADVISOR CLASS 2010(a) - ------------- ------------ PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ........... $ 11.48 ------- Income from investment operations(b): Net investment income(c) .................... 0.35 Net realized and unrealized gains (losses) .. 0.49 ------- Total from investment operations ............... 0.84 ------- Less distributions from net investment income .. (0.34) ------- Net asset value, end of period ................. $ 11.98 ======= Total return(d) ................................ 7.37% RATIOS TO AVERAGE NET ASSETS(e) Expenses ....................................... 0.55% Net investment income .......................... 4.47% SUPPLEMENTAL DATA Net assets, end of period (000's) .............. $12,860 Portfolio turnover rate ........................ 5.87% (a) For the period July 1, 2009 (effective date) to February 28, 2010. (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. 132 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 FRANKLIN MISSOURI TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE -------------------------------------- ---------------- -------------- MUNICIPAL BONDS 98.2% MISSOURI 86.7% Bi-State Development Agency Missouri-Illinois Metropolitan District Mass Transit Sales Tax Revenue, Metrolink Cross County Extension, Assured Guaranty, 5.00%, 10/01/35 .......................................................................... $ 5,000,000 $ 5,095,100 10/01/39 .......................................................................... 16,300,000 16,522,332 Bi-State Development Agency Missouri-Illinois Metropolitan District Revenue, Metrolink Cross County Project, Series B, FSA Insured, 5.00%, 10/01/32 ...................... 7,300,000 7,383,075 Boone County IDA Health Care Revenue, Retirement Center Project, GNMA Secured, 5.70%, 10/20/22 .......................................................................... 1,515,000 1,550,451 Cape Girardeau County IDA Health Care Facilities Revenue, Southeast Missouri Hospital Assn., 5.00%, 6/01/36 ................................. 7,500,000 6,567,825 St. Francis Medical Center, Series A, 5.50%, 6/01/27 .............................. 6,350,000 6,468,237 St. Francis Medical Center, Series A, 5.50%, 6/01/32 .............................. 5,000,000 5,048,250 St. Francis Medical Center, Series A, 5.75%, 6/01/39 .............................. 2,650,000 2,734,058 Cape Girardeau County IDA Solid Waste Disposal Revenue, Procter and Gamble Paper Products, 5.30%, 5/15/28 .................................................................... 6,875,000 6,883,662 Carroll County Public Water Supply District No. 1 Water System Revenue, Refunding, 5.625%, 3/01/34 ................................................................... 1,000,000 1,059,000 6.00%, 3/01/39 .................................................................... 1,000,000 1,078,890 Columbia Special Obligation Electric Utility Improvement Revenue, Annual Appropriation Obligation, Series A, 5.75%, 10/01/33 ............................................. 10,290,000 11,499,589 Curators of the University of Missouri System Facilities Revenue, Series A, 5.00%, 11/01/33 ......................................................... 5,000,000 5,246,100 Series A, 5.00%, 11/01/35 ......................................................... 20,000,000 20,864,600 System Facilities, Refunding, Series A, 5.00%, 11/01/25 ........................... 5,750,000 6,149,567 System Facilities, Refunding, Series A, 5.00%, 11/01/26 ........................... 3,625,000 3,861,640 Dunklin County COP, NATL Insured, 5.00%, 12/01/24 .................................... 1,000,000 1,074,500 Florissant COP, FGIC Insured, 5.00%, 8/01/22 ......................................... 1,285,000 1,324,051 Grandview COP, FGIC Insured, 5.00%, 1/01/23 .......................................... 2,410,000 2,462,056 Gravois Bluffs Transportation Development District Transportation Sales Tax Revenue, Refunding, 4.75%, 5/01/32 ......................................................... 4,955,000 3,894,977 Hannibal IDA Health Facilities Revenue, Refunding, 5.00%, 3/01/22 .................... 1,000,000 946,420 Hickory County School District R-1 Skyline GO, Direct Deposit Program, 6.05%, 3/01/20 .................................................................... 800,000 800,000 Refunding, 6.05%, 3/01/20 ......................................................... 300,000 300,000 Independence School District GO, Missouri Direct Deposit Program, Series A, 5.00%, 3/01/27 ........................................................................... 3,300,000 3,606,636 3/01/28 ........................................................................... 3,000,000 3,255,450 3/01/29 ........................................................................... 3,000,000 3,232,320 Jackson County Consolidated School District No. 2 GO, Missouri Direct Deposit Program, 5.20%, 3/01/20 .................................................................... 2,000,000 2,082,100 Jackson County Reorganized School District No. 4 Blue Springs GO, Refunding and Improvement, Series A, 5.00%, 3/01/29 ............................................. 4,000,000 4,240,720 Jackson County Reorganized School District No. 7 Lee's Summit GO, Missouri Direct Deposit Program, Refunding and Improvement, FSA Insured, 5.00%, 3/01/21 ........... 5,700,000 6,098,715 Jackson County Special Obligation Revenue, Harry S. Truman Sports Complex, AMBAC Insured, 5.00%, 12/01/28 .................... 2,500,000 2,591,200 Harry S. Truman Sports Complex, AMBAC Insured, 5.00%, 12/01/29 .................... 26,925,000 27,494,464 NATL Insured, 5.00%, 12/01/27 ..................................................... 3,105,000 3,180,700 Annual Report | 133 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN MISSOURI TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE -------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) MISSOURI (CONTINUED) Jasper County Reorganized School District No. R-7 GO, Direct Deposit Program, 6.00%, 3/01/20 ........................................................................... $ 1,025,000 $ 1,025,000 Jefferson County Conservation Public Water Supply District No. C-1 Waterworks Revenue, AMBAC Insured, 5.00%, 12/01/26 .................................................... 4,500,000 4,539,015 Jefferson County Consolidated School District No. 006 Lease Participation COP, FSA Insured, 5.00%, 3/01/25 ........................................................... 1,050,000 1,120,602 Joplin IDA Health Facilities Revenue, Freeman Health Systems Project, 5.50%, 2/15/29 .................................................................... 2,000,000 1,918,180 5.75%, 2/15/35 .................................................................... 2,500,000 2,438,500 Kansas City IDAR, Kansas City Missouri IDA, AMBAC Insured, 5.00%, 12/01/24 ................................................................... 4,470,000 4,755,722 4.50%, 12/01/32 ................................................................... 10,000,000 9,667,500 5.00%, 12/01/32 ................................................................... 15,000,000 15,298,050 Kansas City Sanitation Sewer System Revenue, Series A, 5.25%, 1/01/34 ................ 4,000,000 4,249,240 Kansas City Special Obligation Revenue, Arena Project, Refunding and Improvement, Series C, 5.125%, 4/01/38 ......................................................... 10,000,000 10,055,400 Kansas City Special Obligation Tax Allocation, East Village Project, Series B, Assured Guaranty, 5.00%, 4/15/31 .......................................................... 6,860,000 7,195,385 Kansas City Tax Increment Financing Commerce Tax Increment Revenue, Blue Parkway Town Center Project, NATL Insured, 5.00%, 7/01/27 ...................................... 1,730,000 1,702,320 Kansas City Water Revenue, Refunding and Improvement, Series A, 5.25%, 12/01/32 ...... 11,725,000 12,493,691 Lake of the Ozarks Community Board Corp. Bridge System Revenue, Refunding, 5.25%, 12/01/14 .......................................................................... 655,000 630,470 12/01/26 .......................................................................... 800,000 604,872 Lee's Summit IDAR, John Knox Village Project, Pre-Refunded, 5.70%, 8/15/22 ........... 1,500,000 1,693,065 Lee's Summit Water and Sewer Revenue, Series A, AMBAC Insured, 5.00%, 7/01/22 ........ 1,995,000 2,060,336 Lincoln University Auxiliary System Revenue, Assured Guaranty, 5.125%, 6/01/37 ....... 1,500,000 1,565,790 Metropolitan St. Louis Sewer District Wastewater System Revenue, Series A, 5.75%, 5/01/38 .......................................................... 2,000,000 2,184,720 Series A, NATL Insured, 5.00%, 5/01/34 ............................................ 24,730,000 25,438,762 Series C, NATL Insured, 5.00%, 5/01/36 ............................................ 22,740,000 23,710,998 Missouri Development Finance Board Cultural Facilities Revenue, Nelson Gallery Foundation, Series A, NATL Insured, 5.00%, 12/01/30 ................ 9,500,000 9,667,580 Series B, 5.00%, 6/01/37 .......................................................... 28,435,000 29,607,091 Missouri Joint Municipal Electric Utility Commission Power Project Revenue, Iatan 2 Project, Series A, 6.00%, 1/01/39 ......................................... 10,000,000 10,545,300 Plum Point Project, NATL Insured, 5.00%, 1/01/28 .................................. 5,235,000 5,131,766 Plum Point Project, NATL Insured, 5.00%, 1/01/34 .................................. 34,945,000 32,991,574 Series A, AMBAC Insured, 5.00%, 1/01/32 ........................................... 6,000,000 6,100,200 Missouri Southern State College Revenue, Auxiliary Enterprise System, NATL Insured, 5.50%, 4/01/23 .................................................................... 1,200,000 1,235,292 Missouri State Board of Public Buildings State Office Building, Special Obligation, Series A, 5.125%, 5/01/26 ......................................................... 3,960,000 4,097,966 Missouri State Development Finance Board Infrastructure Facilities Revenue, Midtown Redevelopment Project, Series A, NATL Insured, Pre-Refunded, 5.75%, 4/01/22 ....... 10,000,000 10,043,000 Missouri State Development Finance Board Recreation Facilities Revenue, YMCA Greater St. Louis Project, Series A, 5.40%, 9/01/18 ....................................... 7,420,000 7,475,798 134 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN MISSOURI TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE -------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) MISSOURI (CONTINUED) Missouri State Development Finance Board Solid Waste Disposal Revenue, Procter and Gamble Paper Product, 5.20%, 3/15/29 .............................................. $ 3,000,000 $ 3,084,240 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 2,101,974 Missouri State Environmental Improvement and Energy Resources Authority Water PCR, State Revolving Fund, Series A, 7.00%, 10/01/10 ................................... 135,000 135,328 State Revolving Fund, Series A, 6.55%, 7/01/14 .................................... 650,000 651,502 State Revolving Fund, Series A, 5.75%, 1/01/16 .................................... 120,000 120,235 State Revolving Fund, Series B, 7.125%, 12/01/10 .................................. 65,000 65,194 State Revolving Fund, Series B, 5.80%, 1/01/15 .................................... 100,000 100,196 State Revolving Fund, Series B, 7.20%, 7/01/16 .................................... 780,000 782,005 State Revolving Fund, Series B, FSA Insured, 6.05%, 7/01/16 ....................... 485,000 486,004 State Revolving Funds, Refunding, Series A, 5.00%, 1/01/22 ........................ 5,000,000 5,794,750 State Revolving Funds, Refunding, Series A, 5.00%, 1/01/23 ........................ 14,000,000 16,122,820 State Revolving Funds, Refunding, Series A, 5.00%, 1/01/24 ........................ 7,890,000 9,021,899 State Revolving Funds, Series B, 5.50%, 7/01/21 ................................... 710,000 720,359 State Revolving Funds, Series B, Pre-Refunded, 5.50%, 7/01/21 ..................... 730,000 752,331 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 2,915,625 Missouri State GO, State Water Pollution Control, Series A, 5.00%, 6/01/26 ........................... 3,785,000 3,901,957 Stormwater Control, Series A, 5.00%, 6/01/26 ...................................... 1,895,000 1,953,556 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 1,778,858 Maryville University of St. Louis Project, Pre-Refunded, 6.75%, 6/15/30 ........... 4,500,000 4,577,400 Washington University, Refunding, Series B, 5.00%, 3/01/30 ........................ 14,000,000 14,209,020 Washington University, Series A, 5.00%, 11/15/37 .................................. 9,150,000 9,200,142 Webster University, NATL Insured, 5.30%, 4/01/27 .................................. 8,000,000 7,955,200 Missouri State Health and Educational Facilities Authority Health Facilities Revenue, CoxHealth, 5.50%, 11/15/39 ........................................................ 14,325,000 14,422,123 Freeman Health Systems Project, 5.25%, 2/15/28 .................................... 2,750,000 2,591,353 Improvement, Jefferson Memorial Hospital, Refunding, Radian Insured, 5.00%, 8/15/21 4,585,000 4,475,510 Improvement, Jefferson Memorial Hospital, Refunding, Radian Insured, 5.25%, 8/15/28 4,900,000 4,565,330 Lake of the Ozarks General Hospital, 6.25%, 2/15/11 ............................... 95,000 96,406 Lake of the Ozarks General Hospital, Refunding, 6.50%, 2/15/21 .................... 330,000 331,832 Lake Regional Health Systems Project, 5.60%, 2/15/25 .............................. 1,250,000 1,258,300 Lake Regional Health Systems Project, 5.70%, 2/15/34 .............................. 2,750,000 2,755,968 St. Luke's Episcopal, 5.00%, 12/01/34 ............................................. 7,500,000 6,903,375 St. Luke's Episcopal, Presbyterian Hospital, FSA Insured, 5.25%, 12/01/26 ......... 8,500,000 8,250,525 St. Luke's Health System, Series B, 5.50%, 11/15/35 ............................... 6,725,000 6,925,876 Missouri State Health and Educational Facilities Authority Revenue, Children's Mercy Hospital, 5.625%, 5/15/39 ........................................ 7,500,000 7,636,725 Educational Facilities, Washington University, Series A, 5.00%, 2/15/33 ........... 15,125,000 15,520,367 Senior Living Facilities, Lutheran Senior Services, Refunding, Series B, 5.125%, 2/01/22 ........................................................................ 2,900,000 2,865,519 Senior Living Facilities, Lutheran Senior Services, Refunding, Series B, 5.125%, 2/01/27 ........................................................................ 2,700,000 2,569,347 Senior Living Facilities, Lutheran Senior Services, Series A, 5.00%, 2/01/25 ...... 1,500,000 1,431,630 Senior Living Facilities, Lutheran Senior Services, Series A, 5.375%, 2/01/35 ..... 4,655,000 4,314,999 Annual Report | 135 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN MISSOURI TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE -------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) MISSOURI (CONTINUED) Missouri State Health and Educational Facilities Authority Revenue, (continued) SSM Healthcare System, Series A, AMBAC Insured, Pre-Refunded, 5.25%, 6/01/28 ...... $ 16,385,000 $ 17,490,660 St. Luke's Health System, Series A, FSA Insured, 5.50%, 11/15/35 .................. 10,000,000 10,298,700 The Washington University, Series A, 5.00%, 1/15/37 ............................... 10,880,000 11,374,170 The Washington University, Series A, 5.375%, 3/15/39 .............................. 16,825,000 18,328,482 Missouri State Highways and Transit Commission State Road Revenue, 5.00%, 5/01/20 .................................................................... 6,875,000 7,939,181 5.00%, 5/01/21 .................................................................... 5,000,000 5,726,650 first lien, Series B, 5.00%, 5/01/24 .............................................. 11,005,000 12,136,644 Missouri State Housing Development Commission SFMR, Homeownership Loan Program, Series A-1, GNMA Secured, 4.75%, 9/01/32 .......................................... 1,875,000 1,744,856 Series B, GNMA Secured, 6.45%, 9/01/27 ............................................ 160,000 160,606 Series C, GNMA Secured, 5.00%, 3/01/32 ............................................ 1,250,000 1,289,763 Series C-1, GNMA Secured, 5.90%, 9/01/25 .......................................... 770,000 775,005 Series C-1, GNMA Secured, 5.95%, 3/01/28 .......................................... 545,000 547,284 Series D, GNMA Secured, 4.70%, 3/01/35 ............................................ 4,000,000 3,959,360 Monarch-Chesterfield Levee District Revenue, NATL Insured, 5.75%, 3/01/19 ............ 1,920,000 1,942,349 North Kansas City Hospital Revenue, North Kansas City Hospital, Series A, FSA Insured, 5.00%, 11/15/20 ................................................................... 1,000,000 1,028,820 5.00%, 11/15/21 ................................................................... 1,000,000 1,029,160 5.00%, 11/15/22 ................................................................... 1,000,000 1,027,430 5.00%, 11/15/28 ................................................................... 1,965,000 1,987,322 5.125%, 11/15/33 .................................................................. 2,755,000 2,769,051 Pettis County School District 200 Sedalia Lease COP, Missouri State Assn. of Rural Education, Assured Guaranty, 5.00%, 3/01/27 ....................................... 6,690,000 7,128,262 Pulaski County IDA, MFHR, St. Robert Project, Series A, GNMA Secured, 6.00%, 8/20/39 .................................................................... 1,600,000 1,617,776 Riverside IDA, IDR, Riverside Horizons Project, Series A, ACA Insured, 5.00%, 5/01/20 ........................................................................... 1,500,000 1,509,765 5/01/27 ........................................................................... 2,000,000 1,883,340 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 4,547,650 Springfield Missouri IDAR, Bethesda Living Centers, Refunding, Series A, 5.625%, 8/15/18 ................................................................... 3,000,000 2,818,260 5.70%, 8/15/28 .................................................................... 5,250,000 4,331,827 Springfield Public Building Corp. Leasehold Revenue, Capital Improvement Program, AMBAC Insured, 5.00%, 3/01/24 ........................ 2,600,000 2,745,210 Springfield Branson Airport, Series A, AMBAC Insured, 5.00%, 7/01/36 .............. 5,000,000 5,083,700 Springfield Recreational, Series B, AMBAC Insured, Pre-Refunded, 6.125%, 6/01/21 .. 3,230,000 3,276,254 Springfield Recreational, Series B, AMBAC Insured, Pre-Refunded, 6.15%, 6/01/25 ... 3,645,000 3,697,415 Springfield Public Utility Revenue, FGIC Insured, 4.75%, 8/01/34 ..................... 3,000,000 3,052,950 Springfield School District No. R-12 GO, Missouri Direct Deposit Program, 5.85%, 3/01/20 .................................................................... 1,500,000 1,500,000 FSA Insured, 5.00%, 3/01/26 ....................................................... 5,000,000 5,430,550 St. Charles County Public Water Supply District No. 2, COP, Missouri Project, Series A, NATL Insured, 5.25%, 12/01/28 ........................................... 1,000,000 1,007,870 St. Joseph IDA Special Obligation Revenue, Sewer System Improvements Project, 5.00%, 4/01/27 ........................................................................... 1,330,000 1,369,062 136 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN MISSOURI TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE -------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) MISSOURI (CONTINUED) St. Louis Airport Revenue, Airport Development Program, Series A, NATL Insured, Pre-Refunded, 5.25%, 7/01/31 ................................................................. $ 18,835,000 $ 20,017,273 Lambert, Refunding, Series B, FSA Insured, 5.00%, 7/01/25 ......................... 9,420,000 9,125,248 Lambert, St. Louis International Airport, Refunding, NATL Insured, 5.50%, 7/01/29 ................................................................. 8,320,000 9,181,037 Lambert, St. Louis International Airport, Series A-1, 6.125%, 7/01/24 ............. 2,000,000 2,096,020 Lambert, St. Louis International Airport, Series A-1, 6.625%, 7/01/34 ............. 5,000,000 5,275,000 St. Louis County IDA, MFHR, Lucas Hunt Village Project, GNMA Secured, 5.20%, 9/20/31 .................................................................... 1,095,000 1,099,062 St. Louis County IDA Health Facilities Revenue, Mary Queen Healthcare, GNMA Secured, 5.375%, 9/20/31 ................................................................... 3,310,000 3,363,357 St. Louis County IDAR, Bethesda Living Centers, Series B, 5.85%, 8/15/28 ............. 1,500,000 1,260,015 St. Louis Municipal Finance Corp. Leasehold Revenue, Carnahan Courthouse, Series A, FGIC Insured, Pre-Refunded, 5.125%, 2/15/27 ........ 4,750,000 5,154,415 Convention Center Capital Improvement, Series B, Assured Guaranty, 5.375%, 7/15/38 ................................................................ 22,725,000 23,734,899 St. Louis Municipal Finance Corp. Recreation Sales Tax Leasehold Revenue, AMBAC Insured, 5.00%, 2/15/32 ........................................................................... 8,075,000 7,672,300 2/15/37 ........................................................................... 7,800,000 7,151,664 Taney County IDA Hospital Revenue, The Skaggs Community Hospital Assn., Refunding, 5.30%, 5/15/18 .................................................................... 3,000,000 2,952,810 5.40%, 5/15/28 .................................................................... 1,500,000 1,407,315 Taney County Reorganized School District GO, No. R-V Hollister, FSA Insured, Pre-Refunded, 5.00%, 3/01/20 ...................................................... 1,300,000 1,460,823 University of Missouri Revenues, System Facilities, Refunding, Series B, 5.00%, 11/01/27 .......................................................................... 7,865,000 8,031,659 West Plains IDA Hospital Revenue, Ozarks Medical Center, Refunding, 5.50%, 11/15/12 ................................................................... 625,000 625,075 5.60%, 11/15/17 ................................................................... 1,700,000 1,617,057 5.65%, 11/15/22 ................................................................... 1,500,000 1,348,770 -------------- 864,314,833 -------------- U.S. TERRITORIES 11.5% PUERTO RICO 11.5% Children's Trust Fund Puerto Rico Tobacco Settlement Revenue, Pre-Refunded, 6.00%, 7/01/26 ........................................................................... 2,785,000 2,837,135 Puerto Rico Commonwealth GO, Public Improvement, Series A, 5.375%, 7/01/28 ................................................................... 1,975,000 1,977,212 5.125%, 7/01/31 ................................................................... 5,000,000 4,796,150 Puerto Rico Commonwealth Highway and Transportation Authority Highway Revenue, Series Y, Pre-Refunded, 5.50%, 7/01/36 ................................................... 9,500,000 11,517,135 Puerto Rico Commonwealth Highway and Transportation Authority Transportation Revenue, Refunding, Series N, FGIC Insured, 5.25%, 7/01/39 ................................. 4,970,000 4,672,893 Series D, Pre-Refunded, 5.375%, 7/01/36 ........................................... 2,500,000 2,757,725 Puerto Rico Electric Power Authority Power Revenue, Series II, Pre-Refunded, 5.25%, 7/01/31 ........................................... 10,000,000 11,161,900 Series WW, 5.50%, 7/01/38 ......................................................... 5,730,000 5,782,831 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 2,508,325 Puerto Rico PBA Guaranteed Revenue, Government Facilities, Refunding, Series D, 5.375%, 7/01/33 .............................................. 2,150,000 2,117,514 Series D, Pre-Refunded, 5.375%, 7/01/33 ........................................... 5,885,000 6,477,266 Annual Report | 137 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN MISSOURI TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE -------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) U.S. TERRITORIES (CONTINUED) PUERTO RICO (CONTINUED) Puerto Rico PBA Guaranteed Revenue, Government Facilities, (continued) Series I, 5.00%, 7/01/36 .......................................................... $ 14,450,000 $ 13,114,820 Series I, Pre-Refunded, 5.375%, 7/01/34 ........................................... 10,000,000 11,599,400 Puerto Rico Sales Tax Financing Corp. Revenue, first sub., Series A, 5.25%, 8/01/27 .. 5,000,000 5,122,900 Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, first sub., Series A, 5.50%, 8/01/37 .......................................................... 9,000,000 9,143,820 Series A, 5.375%, 8/01/39 ......................................................... 2,000,000 2,000,660 Series A, 6.00%, 8/01/42 .......................................................... 6,330,000 6,621,243 Series B, 6.375%, 8/01/39 ......................................................... 10,000,000 10,772,600 -------------- TOTAL U.S. TERRITORIES ............................................................... 114,981,529 -------------- TOTAL MUNICIPAL BONDS BEFORE SHORT TERM INVESTMENTS (COST $960,479,930) .............. 979,296,362 -------------- SHORT TERM INVESTMENTS 0.5% MUNICIPAL BONDS 0.5% MISSOURI 0.5% (a) Missouri State Health and Educational Facilities Authority Educational Facilities Revenue, St. Louis University, Refunding, Series A-1, Daily VRDN and Put, 0.12%, 10/01/35 ........................ 500,000 500,000 Refunding, Series B-1, Daily VRDN and Put, 0.12%, 10/01/35 ........................ 1,100,000 1,100,000 Series A, Daily VRDN and Put, 0.12%, 10/01/16 ..................................... 700,000 700,000 (a) Missouri State Health and Educational Facilities Authority Health Facilities Revenue, Sisters Mercy Health, Refunding, Series A, Daily VRDN and Put, 0.14%, 6/01/16 ..... 2,590,000 2,590,000 -------------- TOTAL SHORT TERM INVESTMENTS (COST $4,890,000) ....................................... 4,890,000 -------------- TOTAL INVESTMENTS (COST $965,369,930) 98.7% .......................................... 984,186,362 OTHER ASSETS, LESS LIABILITIES 1.3% .................................................. 12,854,709 -------------- NET ASSETS 100.0% .................................................................... $ 997,041,071 ============== See Abbreviations on page 185. (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. 138 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN NORTH CAROLINA TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ------------------------------------------------------- CLASS A 2010 2009 2008(a) 2007 2006 - ------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year .............. $ 11.37 $ 11.46 $ 12.38 $ 12.31 $ 12.37 -------- -------- -------- -------- -------- Income from investment operations(b): Net investment income(c) ..................... 0.51 0.51 0.50 0.51 0.53 Net realized and unrealized gains (losses) ... 0.77 (0.11) (0.92) 0.08 (0.06) -------- -------- -------- -------- -------- Total from investment operations ................ 1.28 0.40 (0.42) 0.59 0.47 -------- -------- -------- -------- -------- Less distributions from net investment income ... (0.50) (0.49) (0.50) (0.52) (0.53) -------- -------- -------- -------- -------- Redemption fees(d) .............................. -- --(e) --(e) --(e) --(e) -------- -------- -------- -------- -------- Net asset value, end of year .................... $ 12.15 $ 11.37 $ 11.46 $ 12.38 $ 12.31 ======== ======== ======== ======== ======== Total return(f) ................................. 11.47% 3.60% (3.55)% 4.89% 3.86% RATIOS TO AVERAGE NET ASSETS Expenses ........................................ 0.64% 0.64% 0.65% 0.66% 0.66% Net investment income ........................... 4.25% 4.41% 4.11% 4.15% 4.27% SUPPLEMENTAL DATA Net assets, end of year (000's) ................. $924,905 $742,759 $673,785 $626,783 $509,309 Portfolio turnover rate ......................... 8.85% 7.09% 12.03% 9.79% 5.01% (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 | 139 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN NORTH CAROLINA TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ------------------------------------------------------- CLASS C 2010 2009 2008(a) 2007 2006 - ------- -------- -------- -------- -------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year .............. $ 11.49 $ 11.58 $ 12.51 $ 12.44 $ 12.48 -------- -------- -------- -------- ------- Income from investment operations(b): Net investment income(c) ..................... 0.44 0.45 0.44 0.45 0.46 Net realized and unrealized gains (losses) ... 0.81 (0.11) (0.94) 0.07 (0.04) -------- -------- -------- -------- ------- Total from investment operations ................ 1.25 0.34 (0.50) 0.52 0.42 -------- -------- -------- -------- ------- Less distributions from net investment income ... (0.44) (0.43) (0.43) (0.45) (0.46) -------- -------- -------- -------- ------- Redemption fees(d) .............................. -- --(e) --(e) --(e) --(e) -------- -------- -------- -------- ------- Net asset value, end of year .................... $ 12.30 $ 11.49 $ 11.58 $ 12.51 $ 12.44 ======== ======== ======== ======== ======= Total return(f) ................................. 11.01% 2.99% (4.13)% 4.26% 3.42% RATIOS TO AVERAGE NET ASSETS Expenses ........................................ 1.19% 1.19% 1.20% 1.21% 1.21% Net investment income ........................... 3.70% 3.86% 3.56% 3.60% 3.72% SUPPLEMENTAL DATA Net assets, end of year (000's) ................. $224,584 $151,193 $123,593 $117,566 $99,649 Portfolio turnover rate ......................... 8.85% 7.09% 12.03% 9.79% 5.01% (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. 140 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN NORTH CAROLINA TAX-FREE INCOME FUND PERIOD ENDED FEBRUARY 28, ADVISOR CLASS 2010(a) - ------------- ------------ PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ............ $ 11.64 ------- Income from investment operations(b): Net investment income(c) ..................... 0.35 Net realized and unrealized gains (losses) ... 0.50 ------- Total from investment operations ................ 0.85 ------- Less distributions from net investment income ... (0.34) ------- Net asset value, end of period .................. $ 12.15 ======= Total return(d) ................................. 7.33% RATIOS TO AVERAGE NET ASSETS(e) Expenses ........................................ 0.54% Net investment income ........................... 4.35% SUPPLEMENTAL DATA Net assets, end of period (000's) ............... $14,704 Portfolio turnover rate ......................... 8.85% (a) For the period July 1, 2009 (effective date) to February 28, 2010. (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 | 141 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 FRANKLIN NORTH CAROLINA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE -------------------------------------------- ---------------- -------------- MUNICIPAL BONDS 97.0% NORTH CAROLINA 78.9% Albemarle Hospital Authority Health Care Facilities Revenue, Refunding, 5.25%, 10/01/38 .......................................................................... $ 7,600,000 $ 5,904,136 Appalachian State University Revenue, Refunding, NATL Insured, 5.00%, 7/15/30 ........ 2,000,000 2,044,240 Asheville Water System Revenue, FSA Insured, Pre-Refunded, 5.00%, 8/01/25 ......................................... 1,000,000 1,065,390 NATL Insured, 5.00%, 8/01/32 ...................................................... 2,110,000 2,185,200 Broad River Water Authority Water System Revenue, NATL Insured, Pre-Refunded, 5.375%, 6/01/26 ........................................................................... 1,000,000 1,022,480 Brunswick County Enterprise System Revenue, Series A, FSA Insured, 5.00%, 4/01/27 ........................................................................... 1,500,000 1,563,330 4/01/28 ........................................................................... 1,750,000 1,817,865 Buncombe County COP, NATL Insured, 5.00%, 4/01/22 .................................... 1,000,000 1,079,180 Buncombe County Metropolitan Sewer District Sewer System Revenue, Series A, 5.00%, 7/01/34 ........................................................................... 2,620,000 2,776,073 Cape Fear Public Utility Authority Water and Sewer System Revenue, 5.00%, 8/01/35 .... 16,000,000 16,782,880 Cary Combined Enterprise System Revenue, Refunding, Series 2007, 5.00%, 12/01/33 ..... 5,405,000 5,713,625 Charlotte Airport Revenue, Charlotte Douglas International Airport, Refunding, Series A, AMBAC Insured, 5.00%, 7/01/32 ........................................................................ 20,680,000 20,867,981 Charlotte Douglas International Airport, Refunding, Series A, AMBAC Insured, 5.00%, 7/01/36 ........................................................................ 13,085,000 13,180,128 Refunding, Series A, 5.50%, 7/01/34 ............................................... 3,765,000 3,958,559 Series A, NATL Insured, 5.00%, 7/01/29 ............................................ 5,000,000 5,079,300 Series A, NATL Insured, 5.00%, 7/01/34 ............................................ 15,130,000 15,210,794 Charlotte COP, Convention Facility Project, Pre-Refunded, 5.625%, 12/01/25 ....................... 7,230,000 7,590,994 Governmental Facilities Projects, Series G, 5.00%, 6/01/28 ........................ 3,000,000 3,110,610 Refunding, 5.00%, 6/01/33 ......................................................... 2,500,000 2,630,875 Refunding, Series C, 5.00%, 6/01/39 ............................................... 6,000,000 6,321,900 Transit Projects, Phase II, Series E, 5.00%, 6/01/35 .............................. 6,000,000 6,217,740 Charlotte GO, Series C, 5.00%, 7/01/27 ............................................... 2,010,000 2,113,555 Charlotte Storm Water Fee Revenue, 5.00%, 6/01/35 .................................................................... 10,000,000 10,457,100 Refunding, 5.00%, 6/01/25 ......................................................... 1,000,000 1,043,070 Charlotte Water and Sewer System Revenue, 5.125%, 6/01/26 ................................................................... 6,000,000 6,225,660 5.00%, 7/01/38 .................................................................... 6,775,000 7,142,408 Pre-Refunded, 5.25%, 6/01/25 ...................................................... 3,950,000 4,038,598 Refunding, 5.00%, 7/01/34 ......................................................... 7,030,000 7,504,736 Refunding, Series B, 5.00%, 7/01/38 ............................................... 15,000,000 16,035,300 Charlotte-Mecklenburg Hospital Authority Health Care System Revenue, Carolinas HealthCare System, Refunding, Series A, 5.00%, 1/15/31 .................. 3,865,000 3,881,156 Carolinas HealthCare System, Refunding, Series A, 5.25%, 1/15/34 .................. 4,000,000 4,113,960 Carolinas HealthCare System, Series A, FSA Insured, 5.00%, 1/15/23 ................ 7,780,000 8,138,113 Carolinas HealthCare System, Series A, Pre-Refunded, 5.00%, 1/15/31 ............... 1,135,000 1,191,943 Refunding, 5.00%, 1/15/39 ......................................................... 15,000,000 14,908,350 Chatham County COP, AMBAC Insured, 5.00%, 6/01/34 .................................... 5,000,000 5,107,150 142 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN NORTH CAROLINA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE -------------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) NORTH CAROLINA (CONTINUED) 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 $ 1,451,479 Cumberland County Finance Corp. Installment Payment Revenue, Detention Center and Mental Health, FSA Insured, Pre-Refunded, 5.625%, 6/01/24 ......................... 5,000,000 5,327,200 Dare County COP, AMBAC Insured, 5.125%, 6/01/21 .................................................... 650,000 677,853 AMBAC Insured, 5.00%, 6/01/23 ..................................................... 3,000,000 3,117,420 AMBAC Insured, 5.00%, 6/01/29 ..................................................... 5,295,000 5,410,272 NATL Insured, 5.00%, 6/01/23 ...................................................... 2,655,000 2,808,937 Durham County COP, Series A, 5.00%, 6/01/31 .......................................... 4,000,000 4,223,960 Durham County Enterprise System Revenue, NATL Insured, 5.00%, 6/01/23 ................ 1,670,000 1,745,067 Fayetteville Public Works Commission Revenue, Fayetteville Public Works, Series B, 5.00%, 3/01/35 ........................................................................... 1,000,000 1,054,810 Gastonia Combined Utilities System Revenue, FSA Insured, 5.00%, 5/01/25 ....................................................... 1,000,000 1,013,800 NATL Insured, Pre-Refunded, 5.625%, 5/01/19 ....................................... 1,000,000 1,018,790 Greensboro Enterprise System Revenue, Series A, Pre-Refunded, 5.125%, 6/01/21 ........................................................................... 390,000 416,984 6/01/22 ........................................................................... 350,000 374,217 Greensboro HDC, Mortgage Revenue, Refunding, Series A, NATL Insured, 6.70%, 1/01/24 .. 1,230,000 1,231,488 Greenville Utilities Commission Combined Enterprise System Revenue, Refunding, Series A, FSA Insured, 5.00%, 11/01/33 .................................................. 6,000,000 6,243,420 Halifax County Industrial Facilities and PCFA Revenue, Champion International Corp. Project, 5.45%, 11/01/33 .......................................................... 4,000,000 3,474,600 Refunding, 6.45%, 11/01/29 ........................................................ 3,900,000 3,911,700 Harnett County COP, Assured Guaranty, 5.00%, 6/01/28 .................................................. 1,000,000 1,063,860 Assured Guaranty, 5.00%, 6/01/29 .................................................. 500,000 532,325 FSA Insured, 5.125%, 12/01/23 ..................................................... 1,000,000 1,053,360 Henderson County COP, Henderson County School Project, AMBAC Insured, 5.00%, 3/01/21 ........................................................................... 1,000,000 1,027,470 High Point Combined Enterprise System Revenue, FSA Insured, 5.00%, 11/01/31 .......................................................................... 11,000,000 11,340,230 11/01/33 .......................................................................... 5,000,000 5,276,500 Iredell County COP, Iredell County School Project, FSA Insured, 5.125%, 6/01/27 ................................................................... 4,000,000 4,249,600 5.00%, 6/01/28 .................................................................... 1,000,000 1,047,390 Johnston Memorial Hospital Authority Mortgage Revenue, FSA Insured, 5.25%, 10/01/36 .. 7,000,000 7,138,110 Mecklenburg County COP, Series A, 5.00%, 2/01/28 ..................................... 350,000 373,034 Mecklenburg County GO, Public Improvement, Series B, Pre-Refunded, 4.70%, 2/01/20 .... 3,000,000 3,220,260 Monroe COP, Assured Guaranty, 5.50%, 3/01/34 ........................................................................... 2,425,000 2,553,234 3/01/39 ........................................................................... 1,085,000 1,135,105 Nash Health Care System Health Care Facilities Revenue, FSA Insured, 5.00%, 11/01/30 ................................................................... 2,250,000 2,284,627 New Hanover County COP, New Hanover County Projects, AMBAC Insured, 5.00%, 12/01/22 .......................................................................... 5,000,000 5,186,450 Annual Report | 143 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN NORTH CAROLINA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE -------------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) NORTH CAROLINA (CONTINUED) New Hanover County Hospital Revenue, New Hanover, Regional Medical, Refunding, Series B, FSA Insured, 5.00%, 10/01/27 ................................................................... $ 3,500,000 $ 3,574,690 5.125%, 10/01/31 .................................................................. 8,385,000 8,585,485 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 2,707,230 Meredith College, AMBAC Insured, ETM, 4.875%, 6/01/24 ............................. 1,000,000 1,009,200 Wake Forest University, 5.00%, 1/01/38 ............................................ 10,200,000 10,703,982 North Carolina Capital Facilities Finance Agency Revenue, Duke University Project, Refunding, Series A, 5.00%, 10/01/41 .............................................. 11,080,000 11,388,689 Refunding, Series A, 5.00%, 10/01/44 .............................................. 5,000,000 5,152,300 Refunding, Series B, 5.00%, 10/01/38 .............................................. 5,000,000 5,252,900 Refunding, Series B, 4.75%, 7/01/42 ............................................... 10,000,000 10,134,900 Series A, 5.00%, 10/01/39 ......................................................... 3,615,000 3,752,225 Series A, Pre-Refunded, 5.25%, 7/01/42 ............................................ 10,000,000 11,146,700 North Carolina Eastern Municipal Power Agency Power System Revenue, Refunding, Series A, 6.50%, 1/01/18 ............................................... 3,000,000 3,523,830 Refunding, Series A, 5.00%, 1/01/24 ............................................... 10,000,000 10,413,300 Refunding, Series A, AMBAC Insured, 5.00%, 1/01/21 ................................ 11,555,000 12,052,096 Series C, 6.75%, 1/01/24 .......................................................... 3,500,000 4,104,450 North Carolina HFAR, Home Ownership, Refunding, Series 12-C, 5.35%, 7/01/33 ............................ 10,000,000 10,062,800 MF, Mortgage Loan Resolution, Refunding, Series H, FHA Insured, 6.05%, 7/01/28 .... 1,015,000 1,019,050 MF, Refunding, Series A, AMBAC Insured, 5.90%, 7/01/20 ............................ 1,000,000 1,000,750 MF, Refunding, Series J, FHA Insured, 5.45%, 7/01/17 .............................. 175,000 175,457 Refunding, Series F, FHA Insured, 6.70%, 1/01/27 .................................. 1,240,000 1,245,258 SF, Refunding, Series DD, FHA Insured, 6.20%, 9/01/27 ............................. 525,000 546,709 SF, Series JJ, FHA Insured, 6.45%, 9/01/27 ........................................ 1,065,000 1,071,773 SFR, Series AA, 6.25%, 3/01/17 .................................................... 210,000 210,193 SFR, Series RR, FHA Insured, 5.85%, 9/01/28 ....................................... 1,145,000 1,148,687 North Carolina Infrastructure Finance Corp. COP, Capital Improvement, Series A, FSA Insured, 5.00%, 5/01/22 ........................................................... 6,595,000 7,313,459 North Carolina Medical Care Commission Health Care Facilities Revenue, Duke University Health System, Series A, 5.00%, 6/01/42 ........................... 11,500,000 11,660,655 FirstHealth Carolinas Project, Series A, 6.125%, 10/01/39 ......................... 11,315,000 11,943,096 FirstHealth Carolinas Project, Series C, 5.00%, 10/01/29 .......................... 5,000,000 5,069,400 Refunding, FGIC Insured, 5.00%, 1/01/33 ........................................... 10,805,000 10,688,198 Scotland Memorial Hospital Project, Radian Insured, 5.50%, 10/01/19 ............... 630,000 632,923 Scotland Memorial Hospital Project, Radian Insured, 5.50%, 10/01/29 ............... 1,220,000 1,220,769 University Health System, Refunding, Series D, 6.25%, 12/01/33 .................... 10,000,000 11,084,900 WakeMed Project, AMBAC Insured, 5.00%, 10/01/32 ................................... 4,205,000 4,151,891 WakeMed Project, Series A, Assured Guaranty, 5.625%, 10/01/29 ..................... 1,500,000 1,572,210 WakeMed Project, Series A, Assured Guaranty, 5.625%, 10/01/38 ..................... 6,000,000 6,198,540 WakeMed Project, Series A, Assured Guaranty, 5.875%, 10/01/38 ..................... 2,515,000 2,623,774 North Carolina Medical Care Commission Health System Revenue, Catholic Health East Project, Series C, AMBAC Insured, 5.00%, 11/15/18 ............ 2,500,000 2,512,975 Mission Health Combination, Refunding, FSA Insured, 5.00%, 10/01/36 ............... 5,000,000 5,031,150 144 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN NORTH CAROLINA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE -------------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) NORTH CAROLINA (CONTINUED) North Carolina Medical Care Commission Hospital Revenue, Annie Penn Memorial Hospital Project, ETM, 5.25%, 1/01/12 ......................... $ 720,000 $ 761,285 Annie Penn Memorial Hospital Project, Pre-Refunded, 5.375%, 1/01/22 ............... 1,920,000 2,184,653 Halifax Regional Medical Center Project, 5.00%, 8/15/24 ........................... 1,800,000 1,480,212 Mission-St. Joseph's Health System Project, Refunding, NATL Insured, 5.125%, 10/01/28 ....................................................................... 1,770,000 1,770,566 (a) North Carolina Baptist Hospital, Refunding, 5.00%, 6/01/34 ........................ 10,000,000 10,015,100 Northeast Medical Center, AMBAC Insured, Pre-Refunded, 5.50%, 11/01/30 ............ 1,580,000 1,648,904 Rex Healthcare Project, AMBAC Insured, 5.00%, 6/01/17 ............................. 2,780,000 2,782,029 Southeastern Regional Medical Center, 6.25%, 6/01/29 .............................. 4,000,000 4,037,600 Southeastern Regional Medical Center, 5.375%, 6/01/32 ............................. 3,500,000 3,413,235 Transylvania Community Hospital Inc. Project, Refunding, 5.75%, 10/01/19 .......... 1,090,000 1,090,120 North Carolina Medical Care Commission Revenue, Betsy Johnson Project, FSA Insured, 5.125%, 10/01/32 .............................. 4,500,000 4,528,260 Chatham Hospital Project, NATL Insured, 5.25%, 2/01/31 ............................ 4,450,000 4,465,130 Morehead Memorial Hospital, FSA Insured, 5.00%, 11/01/26 .......................... 2,000,000 2,052,900 Novant Health Obligation Group, NATL Insured, 5.00%, 11/01/39 ..................... 9,680,000 9,684,743 Rowan Regional Medical Center, FSA Insured, 5.00%, 9/01/33 ........................ 25,970,000 25,990,516 North Carolina Municipal Power Agency No. 1 Catawba Electric Revenue, Refunding, Series A, 5.00%, 1/01/26 ............................................... 2,500,000 2,646,100 Refunding, Series A, 5.00%, 1/01/30 ............................................... 4,670,000 4,810,800 Series A, NATL Insured, 5.25%, 1/01/19 ............................................ 5,000,000 5,410,000 Series A, NATL Insured, 5.25%, 1/01/20 ............................................ 1,500,000 1,582,020 North Carolina State Capital Improvement Limited Obligation Revenue, Series A, 5.00%, 5/01/28 ........................................................................... 5,000,000 5,450,350 North Carolina State COP, Western Carolina University Housing Project, AMBAC Insured, 5.00%, 6/01/33 .................................................................... 1,500,000 1,530,465 North Carolina State GO, Public Improvement, Series A, 4.50%, 3/01/26 ................ 4,855,000 5,175,624 (a) North Carolina State Ports Authority Port Facilities Revenue, Senior Lien, Refunding, Series A, 5.25%, 2/01/40 ............................................... 6,000,000 6,050,460 North Carolina Turnpike Authority Triangle Expressway System Revenue, Series A, Assured Guaranty, 5.50%, 1/01/29 .................................................................... 6,400,000 6,766,016 5.75%, 1/01/39 .................................................................... 12,120,000 12,734,969 Northern Hospital District of Surry County Health Care Facilities Revenue, 6.00%, 10/01/28 ................................................................... 1,000,000 1,011,410 6.25%, 10/01/38 ................................................................... 2,000,000 2,036,640 Oak Island Enterprise System Revenue, Assured Guaranty, 6.00%, 6/01/34 .................................................. 1,540,000 1,644,520 Assured Guaranty, 6.00%, 6/01/36 .................................................. 1,000,000 1,061,800 Series A, NATL Insured, 5.00%, 6/01/33 ............................................ 5,000,000 4,945,400 Onslow County Hospital Authority FHA Insured Mortgage Revenue, Onslow Memorial Hospital Project, NATL Insured, 5.00%, 4/01/31 ........................................................................... 5,955,000 5,967,982 10/01/34 .......................................................................... 6,000,000 5,966,160 Onslow Water and Sewer Authority Combined Enterprise System Revenue, Series A, NATL Insured, 5.00%, 6/01/33 ...................................................... 7,500,000 7,771,125 Annual Report | 145 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN NORTH CAROLINA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE -------------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) NORTH CAROLINA (CONTINUED) Pasquotank County COP, NATL Insured, 5.00%, 6/01/25 .................................. $ 1,400,000 $ 1,443,582 Pitt County COP, School Facilities Project, Series A, FSA Insured, Pre-Refunded, 5.25%, 4/01/25 ............................... 1,670,000 1,693,230 Series B, AMBAC Insured, 5.00%, 4/01/29 ........................................... 2,500,000 2,544,150 Series B, FSA Insured, Pre-Refunded, 5.50%, 4/01/25 ............................... 1,000,000 1,014,110 Pitt County Revenue, Assured Guaranty, 5.00%, 4/01/34 ................................ 1,000,000 1,022,210 Raleigh Combined Enterprise System Revenue, 5.00%, 3/01/31 .................................................................... 10,360,000 10,793,359 Series A, 5.00%, 3/01/36 .......................................................... 6,000,000 6,255,240 Raleigh COP, Downtown Improvement Projects, Series A, 5.00%, 2/01/29 ................. 6,070,000 6,283,239 Raleigh-Durham Airport Authority Airport Revenue, Series A, AMBAC Insured, 5.00%, 5/01/30 ..................................................... 14,060,000 14,405,735 FGIC Insured, 5.00%, 11/01/25 ..................................................... 6,480,000 6,612,516 FGIC Insured, 5.00%, 11/01/31 ..................................................... 8,000,000 8,081,040 Rockingham County COP, Assured Guaranty, 5.00%, 4/01/32 .............................. 9,380,000 9,739,442 Union County COP, AMBAC Insured, 5.00%, 6/01/30 ...................................... 5,000,000 5,195,100 University of North Carolina at Ashville Revenue, General, Refunding, Series A, AMBAC Insured, 5.00%, 6/01/27 ..................................................... 1,200,000 1,215,144 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 1,046,440 5.00%, 12/01/31 ................................................................... 9,000,000 9,556,830 Refunding, Series A, 5.00%, 12/01/34 .............................................. 11,460,000 11,940,747 Series A, 5.00%, 12/01/25 ......................................................... 4,000,000 4,081,040 University of North Carolina at Charlotte Revenue, General, Series B, FSA Insured, 5.00%, 4/01/32 .................................................................... 5,000,000 5,171,350 University of North Carolina at Greensboro Revenue, General, Series A, Assured Guaranty, 5.00%, 4/01/34 ............................... 1,000,000 1,050,580 Housing and Dining System, Series G, NATL Insured, Pre-Refunded, 6.00%, 4/01/26 ... 2,040,000 2,069,662 Series A, FSA Insured, 5.00%, 4/01/26 ............................................. 4,940,000 5,061,969 University of North Carolina at Wilmington COP, Student Housing Project, Assured Guaranty, 5.00%, 6/01/32 .................................................. 5,000,000 5,090,900 FGIC Insured, 5.00%, 6/01/26 ...................................................... 1,655,000 1,709,499 FGIC Insured, 5.00%, 6/01/27 ...................................................... 1,740,000 1,787,746 FGIC Insured, 5.00%, 6/01/29 ...................................................... 1,915,000 1,949,796 FGIC Insured, 5.00%, 6/01/37 ...................................................... 11,350,000 11,373,267 University of North Carolina System Pool Revenue, AMBAC Insured, 5.00%, 4/01/29 ..................................................... 2,500,000 2,574,150 Series A, AMBAC Insured, 5.00%, 4/01/27 ........................................... 1,430,000 1,447,861 Series A, AMBAC Insured, Pre-Refunded, 5.00%, 4/01/27 ............................. 670,000 741,650 Series A, Assured Guaranty, 5.00%, 10/01/33 ....................................... 5,000,000 5,256,000 Series A, NATL Insured, 5.00%, 10/01/33 ........................................... 2,000,000 2,065,520 Wake County GO, Limited Obligation Bonds, Series 2009, 5.00%, 6/01/36 ................ 5,000,000 5,260,450 Wake County Industrial Facilities and PCFA Revenue, Carolina Power and Light Co. Project, Refunding, 5.375%, 2/01/17 ............................................... 8,000,000 8,407,360 Wake County Revenue, 5.00%, 1/01/33 ........................................................................... 10,820,000 11,510,532 1/01/37 ........................................................................... 12,000,000 12,627,480 146 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN NORTH CAROLINA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE -------------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) NORTH CAROLINA (CONTINUED) Western Carolina University Research and Development Corp. COP, Western Carolina University Student Housing, Assured Guaranty, 5.00%, 6/01/39 ...................... $ 5,000,000 $ 5,142,500 Wilkes County COP, NATL Insured, 5.00%, 6/01/31 ...................................................... 4,295,000 4,403,449 NATL Insured, 5.00%, 6/01/36 ...................................................... 6,085,000 6,179,074 Public Improvements Project, FSA Insured, 5.375%, 12/01/20 ........................ 1,000,000 1,027,990 Wilmington COP, AMBAC Insured, 5.00%, 9/01/29 ..................................................... 1,000,000 1,040,760 Refunding, Series A, AMBAC Insured, 5.00%, 6/01/32 ................................ 5,310,000 5,487,566 Series A, 5.00%, 6/01/33 .......................................................... 6,000,000 6,233,640 Series A, 5.00%, 6/01/38 .......................................................... 7,625,000 7,845,820 Wilmington Storm Water Fee Revenue, Refunding, AMBAC Insured, 5.00%, 6/01/28 ........................................................................... 700,000 739,998 6/01/33 ........................................................................... 1,000,000 1,035,550 Wilmington Water and Sewer System Revenue, Refunding, FSA Insured, 5.00%, 6/01/34 .... 3,565,000 3,677,440 Wilson COP, Public Facilities Project, Assured Guaranty, 5.00%, 5/01/33 .............. 3,000,000 3,095,130 Winston-Salem Water and Sewer System Revenue, 5.00%, 6/01/39 .................................................................... 5,000,000 5,291,750 Pre-Refunded, 5.125%, 6/01/20 ..................................................... 2,500,000 2,672,975 Refunding, Series A, 5.00%, 6/01/32 ............................................... 7,590,000 8,023,693 -------------- 919,137,880 -------------- U.S. TERRITORIES 18.1% PUERTO RICO 17.6% Children's Trust Fund Puerto Rico Tobacco Settlement Revenue, Asset-Backed Bonds, Refunding, 5.50%, 5/15/39 ......................................................... 7,000,000 6,196,470 Puerto Rico Commonwealth Aqueduct and Sewer Authority Revenue, senior lien, Series A, 6.00%, 7/01/38 .................................................................... 2,100,000 2,153,697 Puerto Rico Commonwealth GO, Public Improvement, FSA Insured, Pre-Refunded, 5.125%, 7/01/30 .................... 4,805,000 5,111,991 Public Improvement, Refunding, FSA Insured, 5.125%, 7/01/30 ....................... 3,445,000 3,462,087 Public Improvement, Refunding, Series A, 5.50%, 7/01/32 ........................... 5,000,000 5,002,900 Public Improvement, Refunding, Series B, 6.00%, 7/01/39 ........................... 10,000,000 10,272,000 Public Improvement, Series A, 5.375%, 7/01/28 ..................................... 4,925,000 4,930,516 Public Improvement, Series A, 5.125%, 7/01/31 ..................................... 3,265,000 3,131,886 Public Improvement, Series A, Pre-Refunded, 5.375%, 7/01/28 ....................... 2,405,000 2,566,616 Public Improvement, Series A, Pre-Refunded, 5.125%, 7/01/31 ....................... 1,000,000 1,063,890 Series A, 5.00%, 7/01/26 .......................................................... 8,050,000 7,891,093 Series A, 5.25%, 7/01/37 .......................................................... 5,000,000 4,729,450 Puerto Rico Commonwealth Highway and Transportation Authority Transportation Revenue, Refunding, Series A, NATL Insured, 5.00%, 7/01/38 ................................. 85,000 79,389 Refunding, Series D, FSA Insured, 5.00%, 7/01/32 .................................. 3,060,000 3,069,792 Refunding, Series H, 5.00%, 7/01/35 ............................................... 1,490,000 1,375,330 Series D, Pre-Refunded, 5.375%, 7/01/36 ........................................... 5,000,000 5,515,450 Series D, Pre-Refunded, 5.25%, 7/01/38 ............................................ 3,000,000 3,300,630 Series H, Pre-Refunded, 5.00%, 7/01/35 ............................................ 2,790,000 3,170,054 Puerto Rico Convention Center District Authority Hotel Occupancy Tax Revenue, Series A, AMBAC Insured, 5.00%, 7/01/31 ..................................................... 8,000,000 7,267,360 Annual Report | 147 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN NORTH CAROLINA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE -------------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) U.S. TERRITORIES (CONTINUED) PUERTO RICO (CONTINUED) Puerto Rico Electric Power Authority Power Revenue, Series NN, NATL Insured, Pre-Refunded, 5.00%, 7/01/32 ............................. $ 5,000,000 $ 5,681,100 Series RR, FGIC Insured, Pre-Refunded, 5.00%, 7/01/35 ............................. 3,000,000 3,532,290 Series RR, XLCA Insured, Pre-Refunded, 5.00%, 7/01/30 ............................. 1,000,000 1,177,430 Series TT, 5.00%, 7/01/32 ......................................................... 10,100,000 9,847,298 Series WW, 5.50%, 7/01/38 ......................................................... 6,700,000 6,761,774 Puerto Rico PBA Guaranteed Revenue, Government Facilities, Refunding, Series D, 5.375%, 7/01/33 .............................................. 1,790,000 1,762,953 Refunding, Series N, 5.00%, 7/01/32 ............................................... 10,000,000 9,016,300 Refunding, Series P, 6.75%, 7/01/36 ............................................... 5,000,000 5,382,750 Series D, Pre-Refunded, 5.375%, 7/01/33 ........................................... 5,210,000 5,734,334 Series I, 5.00%, 7/01/36 .......................................................... 2,405,000 2,182,778 Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, first sub., Series A, 5.375%, 8/01/39 ................................................................... 20,000,000 20,006,600 5.50%, 8/01/42 .................................................................... 5,750,000 5,741,030 6.00%, 8/01/42 .................................................................... 45,750,000 47,854,958 -------------- 204,972,196 -------------- U.S. VIRGIN ISLANDS 0.5% Virgin Islands PFAR, senior lien, Refunding, Series B, 5.00%, 10/01/25 ............... 5,500,000 5,533,055 -------------- TOTAL U.S. TERRITORIES ............................................................... 210,505,251 -------------- TOTAL MUNICIPAL BONDS BEFORE SHORT TERM INVESTMENTS (COST $1,106,342,682) ................................................................ 1,129,643,131 -------------- SHORT TERM INVESTMENTS 2.9% MUNICIPAL BONDS 2.9% NORTH CAROLINA 2.1% (b) Charlotte-Mecklenburg Hospital Authority Health Care System Revenue, Carolinas HealthCare System, Refunding, Series B, Daily VRDN and Put, 0.12%, 1/15/26 ...................................... 7,550,000 7,550,000 Series C, Daily VRDN and Put, 0.14%, 1/15/26 ...................................... 8,900,000 8,900,000 (b) North Carolina Medical Care Commission Health Care Facilities Revenue, Cleveland County Health, Daily VRDN and Put, 0.16%, 1/01/33 ....................... 3,930,000 3,930,000 Wake Forest University, Refunding, Series D, Daily VRDN and Put, 0.14%, 7/01/34 ... 400,000 400,000 (b) North Carolina Medical Care Commission Hospital Revenue, Randolph Hospital, Refunding, Daily VRDN and Put, 0.16%, 10/01/37 ............................................... 3,800,000 3,800,000 -------------- 24,580,000 -------------- 148 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN NORTH CAROLINA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE -------------------------------------------- ---------------- -------------- SHORT TERM INVESTMENTS (CONTINUED) MUNICIPAL BONDS (CONTINUED) U.S. TERRITORIES 0.8% PUERTO RICO 0.8% (b) Puerto Rico Commonwealth GO, Public Improvement, Refunding, Series B, Daily VRDN and Put, 0.12%, 7/01/32 ............................................................... $ 8,835,000 $ 8,835,000 -------------- TOTAL SHORT TERM INVESTMENTS (COST $33,415,000) ...................................... 33,415,000 -------------- TOTAL INVESTMENTS (COST $1,139,757,682) 99.9% ........................................ 1,163,058,131 OTHER ASSETS, LESS LIABILITIES 0.1% .................................................. 1,134,928 -------------- NET ASSETS 100.0% .................................................................... $1,164,193,059 ============== See Abbreviations on page 185. (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 | 149 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN VIRGINIA TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ------------------------------------------------------- CLASS A 2010 2009 2008(a) 2007 2006 - ------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ................. $ 10.95 $ 11.12 $ 11.85 $ 11.85 $ 11.91 -------- -------- -------- -------- -------- Income from investment operations(b): Net investment income(c) ........................ 0.49 0.49 0.49 0.50 0.51 Net realized and unrealized gains (losses) ...... 0.68 (0.18) (0.73) --(d) (0.06) -------- -------- -------- -------- -------- Total from investment operations ................... 1.17 0.31 (0.24) 0.50 0.45 -------- -------- -------- -------- -------- Less distributions from net investment income ...... (0.49) (0.48) (0.49) (0.50) (0.51) -------- -------- -------- -------- -------- Redemption fees(e) ................................. -- --(d) --(d) --(d) --(d) -------- -------- -------- -------- -------- Net asset value, end of year ....................... $ 11.63 $ 10.95 $ 11.12 $ 11.85 $ 11.85 ======== ======== ======== ======== ======== Total return(f) .................................... 10.82% 2.80% (2.13)% 4.37% 3.88% RATIOS TO AVERAGE NET ASSETS Expenses ........................................... 0.65% 0.66% 0.66% 0.66% 0.67% Net investment income .............................. 4.27% 4.42% 4.18% 4.25% 4.27% SUPPLEMENTAL DATA Net assets, end of year (000's) .................... $675,934 $547,261 $494,276 $493,441 $473,956 Portfolio turnover rate ............................ 6.08% 8.75% 18.28% 8.51% 5.80% (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. 150 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN VIRGINIA TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, --------------------------------------------------- CLASS C 2010 2009 2008(a) 2007 2006 - ------- -------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ................. $ 11.08 $ 11.24 $ 11.97 $ 11.96 $ 12.02 -------- ------- ------- ------- ------- 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) ...... 0.68 (0.18) (0.74) 0.01 (0.06) -------- ------- ------- ------- ------- Total from investment operations ................... 1.11 0.25 (0.31) 0.45 0.39 -------- ------- ------- ------- ------- Less distributions from net investment income ...... (0.42) (0.41) (0.42) (0.44) (0.45) -------- ------- ------- ------- ------- Redemption fees(d) ................................. -- --(e) --(e) --(e) --(e) -------- ------- ------- ------- ------- Net asset value, end of year ....................... $ 11.77 $ 11.08 $ 11.24 $ 11.97 $ 11.96 ======== ======= ======= ======= ======= Total return(f) .................................... 10.18% 2.30% (2.65)% 3.84% 3.27% RATIOS TO AVERAGE NET ASSETS Expenses ........................................... 1.20% 1.21% 1.21% 1.20% 1.22% Net investment income .............................. 3.72% 3.87% 3.63% 3.71% 3.72% SUPPLEMENTAL DATA Net assets, end of year (000's) .................... $119,921 $73,493 $60,372 $56,793 $51,461 Portfolio turnover rate ............................ 6.08% 8.75% 18.28% 8.51% 5.80% (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 | 151 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN VIRGINIA TAX-FREE INCOME FUND PERIOD ENDED FEBRUARY 28, ADVISOR CLASS 2010(a) - ------------- ------------ PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ............... $11.15 ------ Income from investment operations(b): Net investment income(c) ........................ 0.33 Net realized and unrealized gains (losses) ...... 0.47 ------ Total from investment operations ................... 0.80 ------ Less distributions from net investment income ...... (0.32) ------ Net asset value, end of period ..................... $11.63 ====== Total return(d) .................................... 7.26% RATIOS TO AVERAGE NET ASSETS(e) Expenses ........................................... 0.55% Net investment income .............................. 4.37% SUPPLEMENTAL DATA Net assets, end of period (000's) .................. $7,601 Portfolio turnover rate ............................ 6.08% (a) For the period July 1, 2009 (effective date) to February 28, 2010. (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. 152 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 FRANKLIN VIRGINIA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE -------------------------------------- ---------------- -------------- MUNICIPAL BONDS 98.3% VIRGINIA 75.0% Abingdon IDA Hospital Facilities Revenue, Johnston Memorial Hospital, Refunding, 5.375%, 7/01/28 ................................................................... $ 5,000,000 $ 4,985,150 (a) Bedford County IDA, IDR, Nekoosa Packaging Corp. Project, Refunding, 6.30%, 12/01/25 ................................................................... 2,000,000 1,974,240 Series A, 6.55%, 12/01/25 ......................................................... 5,000,000 5,009,100 Bristol Utility System Revenue, FSA Insured, ETM, 5.00%, 7/15/21 ..................... 1,245,000 1,429,634 Capital Region Airport Commission Airport Revenue, FSA Insured, 5.00%, 7/01/31 ........................................................................... 2,000,000 2,120,000 7/01/38 ........................................................................... 5,895,000 6,151,550 Caroline County IDA Lease Revenue, AMBAC Insured, 5.125%, 6/15/34 .................... 1,000,000 986,930 Charlotte County IDA Hospital Revenue, Halifax Regional Hospital Inc., 5.00%, 9/01/37 ........................................................................... 2,500,000 2,354,200 Chesapeake Toll Road Revenue, Expressway, Series A, 5.625%, 7/15/19 ........................................................................... 2,795,000 2,814,537 7/15/32 ........................................................................... 8,000,000 7,904,160 Chesterfield County EDA, PCR, Virginia Electric and Power, Refunding, Series A, 5.00%, 5/01/23 ........................................................................... 5,000,000 5,356,300 Dinwiddie County IDA Lease Revenue, Refunding, Series B, NATL Insured, 5.00%, 2/15/30 1,410,000 1,419,997 Fairfax County EDA Revenue, National Wildlife Federation, NATL Insured, 5.375%, 9/01/29 8,000,000 8,047,440 Fairfax County IDAR, Health Care, Inova Health System Project, Refunding, Series C, 5.00%, 5/15/25 ............................................... 3,500,000 3,651,865 Series A, 5.50%, 5/15/35 .......................................................... 10,000,000 10,553,000 Fairfax County Redevelopment and Housing Authority MFHR, Paul Spring Center, Refunding, Series A, FHA Insured, 5.90%, 6/15/17 .................................................................... 800,000 801,600 6.00%, 12/15/28 ................................................................... 1,000,000 1,002,000 Fairfax County Water Authority Water Revenue, Pre-Refunded, 5.00%, 4/01/27 ...................................................... 2,830,000 3,088,577 Refunding, 5.00%, 4/01/27 ......................................................... 11,420,000 11,813,419 Front Royal and Warren County IDA Lease Revenue, School and Capital Improvement, Series B, FSA Insured, 5.00%, 4/01/29 ........................................................................... 5,115,000 5,274,435 4/01/35 ........................................................................... 6,000,000 6,108,180 Gloucester County IDA Lease Revenue, Courthouse Project, NATL Insured, Pre-Refunded, 5.50%, 11/01/30 ................................................................... 1,715,000 1,791,558 Greater Richmond Convention Center Authority Hotel Tax Revenue, Convention Center Expansion Project, Pre-Refunded, 6.125%, 6/15/29 ................ 8,000,000 8,213,920 Convention Center Expansion Project, Pre-Refunded, 6.25%, 6/15/32 ................. 8,175,000 8,396,461 Refunding, NATL Insured, 5.00%, 6/15/30 ........................................... 17,555,000 17,675,076 Hampton Convention Center Revenue, Refunding, AMBAC Insured, 5.25%, 1/15/23 .................................................................... 3,000,000 3,102,930 5.125%, 1/15/28 ................................................................... 2,605,000 2,653,088 5.00%, 1/15/35 .................................................................... 7,600,000 7,635,796 Hampton Roads Sanitation District Wastewater Revenue, Hampton Roads, 5.00%, 4/01/33 .................................................................... 10,000,000 10,627,400 Refunding, 5.00%, 4/01/38 ......................................................... 18,000,000 18,952,020 Harrisonburg GO, FSA Insured, Pre-Refunded, 5.75%, 12/01/29 .......................... 1,000,000 1,061,230 Harrisonburg IDAR, Hospital Facilities, Rockingham Memorial Hospital, AMBAC Insured, 5.00%, 8/15/42 ........................................................................... 8,095,000 7,327,270 8/15/46 ........................................................................... 15,000,000 13,436,850 Annual Report | 153 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN VIRGINIA TAX-FREE INCOME FUND PRINCIPAL 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 $ 2,021,720 Isle Wight County IDAR, International Paper Co. Project, Series A, 5.85%, 1/01/18 .... 4,155,000 4,220,109 King George County IDA Lease Revenue, FSA Insured, 5.00%, 3/01/32 .................... 3,595,000 3,689,117 Loudoun County IDA Hospital Revenue, Loudoun Hospital Center, Series A, Pre-Refunded, 6.10%, 6/01/32 .................................................................... 1,500,000 1,687,965 Loudoun County Sanitation Authority Water and Sewer Revenue, 5.00%, 1/01/33 .......... 15,060,000 15,627,310 Louisa IDA, PCR, Virginia Electric and Power Co. Project, Mandatory Put 12/01/11, Series C, 5.00%, 11/01/35 ......................................................... 5,000,000 5,262,800 Manassas Park GO, Series A, CIFG Insured, 5.00%, 4/01/29 ............................. 5,545,000 5,776,060 Middle River Regional Jail Authority Jail Facility Revenue, NATL Insured, 5.00%, 5/15/28 ........................................................................... 1,000,000 1,039,800 Montgomery County IDA Lease Revenue, Series B, AMBAC Insured, Pre-Refunded, 5.50%, 1/15/22 ........................................................................... 1,000,000 1,054,040 Montgomery County IDA Public Facilities Lease Revenue, Public Projects, 5.00%, 2/01/29 ........................................................................... 6,500,000 6,705,335 Newport News EDA, EDR, Series A, 5.00%, 1/15/31 ...................................... 5,870,000 6,139,609 Newport News IDA Mortgage Revenue, Mennowood Communities Inc., Series A, GNMA Secured, 6.25%, 8/01/36 .................................................................... 2,950,000 2,965,251 Newport News Water Revenue, FSA Insured, 5.00%, 6/01/37 .............................. 1,345,000 1,401,288 Norfolk Airport Authority Revenue, Series B, FGIC Insured, 5.125%, 7/01/31 ........... 1,440,000 1,341,792 Norfolk Water Revenue, NATL Insured, 5.90%, 11/01/25 ................................. 5,000,000 5,030,350 Northwestern Regional Jail Authority Jail Facilities Revenue, NATL Insured, 5.00%, 7/01/33 ........................................................................... 2,600,000 2,601,014 Orange County IDAR, Public Facility, Orange County Project, AMBAC Insured, Pre-Refunded, 5.00%, 2/01/34 .................................................................... 1,000,000 1,091,950 Patrick County EDA Lease Revenue, School Projects, Assured Guaranty, 5.25%, 3/01/39 .. 6,435,000 6,565,437 Peninsula Ports Authority Hospital Facilities Revenue, Whittaker Memorial Hospital Project, Refunding, FHA Insured, 8.70%, 8/01/23 ................................... 50,000 51,117 Pittsylvania County GO, Series B, 5.75%, 2/01/30 ..................................... 5,800,000 6,412,364 Powhatan Co. EDA Lease Revenue, Virginia Capital Projects, AMBAC Insured, 5.25%, 7/15/33 ........................................................................... 1,000,000 1,023,340 Powhatan County GO, Refunding, 5.00%, 1/15/32 ........................................ 5,140,000 5,464,848 Prince William County IDA, MFHR, Remington Place Apartments Project, Series A-1, AMBAC Insured, 6.00%, 12/01/33 .................................................... 2,080,000 2,082,808 Prince William County Service Authority Water and Sewer System Revenue, Refunding, 5.00%, 7/01/32 .................................................................... 1,750,000 1,827,998 Richmond GO, NATL Insured, Pre-Refunded, 5.00%, 7/15/19 .............................. 3,690,000 3,957,783 Richmond IDA Student Housing Revenue, University Real Estate Foundation, 5.55%, 1/01/31 ........................................................................... 4,400,000 4,473,172 Richmond Public Facilities COP, 800 Megahertz Project, Series A, AMBAC Insured, 5.00%, 8/01/22 ........................................................................... 2,000,000 2,039,780 Richmond Public Utility Revenue, FSA Insured, 5.00%, 1/15/35 ....................................................... 3,500,000 3,615,675 FSA Insured, Pre-Refunded, 5.00%, 1/15/33 ......................................... 8,500,000 9,198,105 Refunding, 5.00%, 1/15/35 ............................................................ 11,495,000 12,134,467 Riverside Regional Jail Authority Jail Facility Revenue, NATL Insured, 5.00%, 7/01/28 ........................................................................... 7,000,000 7,246,890 7/01/32 ........................................................................... 22,000,000 22,335,500 Roanoke County EDA Lease Revenue, Public Facility Projects, Assured Guaranty, 5.125%, 10/15/37 .......................................................................... 10,000,000 10,456,400 154 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN VIRGINIA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE -------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) VIRGINIA (CONTINUED) Stafford County and Staunton IDAR, Virginia Municipal League Assn. Counties Program, Series A, NATL Insured, 5.25%, 8/01/31 ............................................ $ 5,000,000 $ 5,272,100 Series C, NATL Insured, 5.00%, 8/01/35 ............................................ 7,735,000 7,918,629 XLCA Insured, 5.00%, 8/01/37 ...................................................... 3,985,000 4,058,802 Stafford County EDA Hospital Facilities Revenue, Medicorp Health System Obligation, 5.25%, 6/15/37 .................................................................... 5,000,000 4,949,500 University of Virginia Revenue, General, 5.00%, 6/01/37 ........................................................... 8,935,000 9,284,805 General, Refunding, 5.00%, 6/01/40 ................................................ 16,750,000 17,626,862 Series B, 5.00%, 6/01/33 .......................................................... 14,000,000 14,429,800 Virginia Beach Development Authority Public Facility Revenue, 5.00%, 7/15/27 ......... 5,635,000 6,076,953 Virginia Beach Water and Sewer Revenue, Pre-Refunded, 5.25%, 8/01/21 ................. 1,865,000 1,903,606 Virginia College Building Authority Educational Facilities Revenue, Hampton University Project, Pre-Refunded, 6.00%, 4/01/20 .......................... 1,500,000 1,521,750 Public Higher Education Financing Program, Series A, 5.00%, 9/01/33 ............... 4,010,000 4,257,818 Public Higher Education Financing program, Series B, 5.00%, 9/01/25 ............... 13,205,000 14,770,717 Public Higher Education Financing Program, Series B, 5.00%, 9/01/29 ............... 5,010,000 5,443,816 Regent University Project, NATL Insured, Pre-Refunded, 5.125%, 10/01/21 ........... 5,000,000 5,362,150 Regent University Project, NATL Insured, Pre-Refunded, 5.125%, 10/01/31 ........... 4,050,000 4,343,341 Virginia Commonwealth Transportation Board Transportation Revenue, Northern Virginia Transportation Program, Refunding, Series A, 5.00%, 5/15/27 ..... 8,920,000 9,177,610 U.S. Route 58 Corridor Development Program, Series B, Pre-Refunded, 5.00%, 5/15/24 2,000,000 2,110,020 U.S. Route 58 Corridor Development Program, Series B, Pre-Refunded, 5.00%, 5/15/26 10,000,000 10,550,100 Virginia Port Authority Port Facility Revenue, NATL Insured, 4.75%, 7/01/28 .......... 1,500,000 1,492,635 Virginia Small Business Financing Authority Healthcare Facilities Revenue, Sentara Healthcare, Refunding, 5.00%, 11/01/40 ............................................ 15,000,000 15,106,050 Virginia State HDA, Commonwealth Mortgage Revenue, Series E, 6.375%, 1/01/36 ......... 10,000,000 10,785,800 Virginia State HDA Revenue, Rental Housing, Series B, 5.625%, 6/01/39 ......................................................... 7,240,000 7,609,385 Series E, 5.00%, 10/01/44 ......................................................... 6,540,000 6,561,974 Series F, 5.05%, 12/01/44 ......................................................... 12,125,000 12,222,121 (b)Series F, 5.00%, 4/01/45 .......................................................... 2,125,000 2,129,718 Series J, 5.80%, 2/01/19 .......................................................... 2,000,000 2,000,000 Series L, 5.75%, 2/01/15 .......................................................... 1,000,000 1,000,000 Virginia State Public School Authority GO, School Financing, Series A, Pre-Refunded, 5.00%, 8/01/20 ............................................ 3,000,000 3,223,800 Series A, Pre-Refunded, 5.00%, 8/01/21 ............................................ 4,000,000 4,298,400 Series C, Pre-Refunded, 5.00%, 8/01/22 ............................................ 2,000,000 2,149,200 Series C, Pre-Refunded, 5.00%, 8/01/26 ............................................ 10,925,000 11,740,005 Virginia State Public School Authority Special Obligation Fluvanna County Revenue, School Financing, 6.00%, 12/01/32 ................................................. 5,000,000 5,563,600 Virginia State Resources Authority Airports Revenue, Revolving Fund, Series A, 5.00%, 8/01/27 ........................................................................... 3,000,000 3,022,470 Virginia State Resources Authority Infrastructure Revenue, Senior Series A, 5.00%, 11/01/31 .................................................. 5,000,000 5,301,600 Senior Series A, 5.00%, 11/01/36 .................................................. 4,915,000 5,129,540 Virginia Pooled Financing Program, Senior Series, 5.00%, 11/01/33 .................... 4,615,000 4,794,385 Virginia Pooled Financing Program, Senior Series, Pre-Refunded, 5.00%, 11/01/33 ...... 385,000 440,221 Annual Report | 155 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN VIRGINIA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE -------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) VIRGINIA (CONTINUED) Virginia State Resources Authority Infrastructure Revenue, (continued) Virginia Pooled Financing Program, Senior Series A, 5.00%, 11/01/38 ............... $ 1,600,000 $ 1,699,216 Virginia Pooled Financing Program, Senior Series B, 5.00%, 11/01/32 ............... 2,505,000 2,680,701 Virginia State Resources Authority Water and Sewer System Revenue, Tuckahoe Service District Project, 5.00%, 11/01/35 ................................................. 1,125,000 1,157,164 Winchester IDA Hospital Revenue, Valley Health System Obligation, Series E, 5.625%, 1/01/44 ........................................................................... 3,350,000 3,388,022 -------------- 602,815,493 -------------- DISTRICT OF COLUMBIA 7.2% Metropolitan Washington D.C. Airports Authority Airport System Revenue, Refunding, BHAC Insured, 5.00%, 10/01/29 .......................................... 3,000,000 3,185,130 Refunding, Series A, FGIC Insured, 5.00%, 10/01/25 ................................ 1,000,000 1,008,100 Refunding, Series A, FSA Insured, 5.00%, 10/01/32 ................................. 10,000,000 9,906,100 Refunding, Series C, 5.125%, 10/01/34 ............................................. 6,450,000 6,692,197 Series B, FGIC Insured, Pre-Refunded, 5.25%, 10/01/32 ............................. 6,655,000 7,418,129 Metropolitan Washington D.C. Airports Authority Dulles Toll Road Revenue, first senior lien, Series A, 5.00%, 10/01/39 ................................................................... 10,000,000 10,075,300 5.25%, 10/01/44 ................................................................... 12,000,000 12,308,280 Metropolitan Washington D.C. Airports Authority General Airport Revenue, Refunding, Series A, FGIC Insured, 5.00%, 10/01/27 ..................................................... 5,000,000 4,965,150 Washington Metropolitan Area Transit Authority Gross Revenue, Transit, Series A, 5.125%, 7/01/32 ................................................................... 2,000,000 2,108,260 -------------- 57,666,646 -------------- U.S. TERRITORIES 16.1% PUERTO RICO 16.1% Puerto Rico Commonwealth Aqueduct and Sewer Authority Revenue, senior lien, Series A, 6.00%, 7/01/38 .................................................................... 1,100,000 1,128,127 Assured Guaranty, 5.00%, 7/01/28 .................................................. 7,000,000 7,210,980 Puerto Rico Commonwealth GO, Public Improvement, Refunding, Series B, 6.00%, 7/01/39 ............................................... 5,000,000 5,136,000 Series A, 5.125%, 7/01/28 ......................................................... 5,000,000 4,823,950 Series A, 5.00%, 7/01/29 .......................................................... 8,000,000 7,572,480 Series A, 5.125%, 7/01/31 ......................................................... 3,315,000 3,179,848 Series A, 5.00%, 7/01/33 .......................................................... 900,000 825,705 Series A, 6.00%, 7/01/38 .......................................................... 5,000,000 5,045,100 Series A, Pre-Refunded, 5.125%, 7/01/31 ........................................... 1,685,000 1,792,655 Series A, Pre-Refunded, 5.00%, 7/01/33 ............................................ 1,100,000 1,249,842 Puerto Rico Commonwealth Highway and Transportation Authority Highway Revenue, Series Y, Pre-Refunded, 5.50%, 7/01/36 ................................................... 4,500,000 5,455,485 Puerto Rico Commonwealth Highway and Transportation Authority Transportation Revenue, Series D, Pre-Refunded, 5.375%, 7/01/36 ........................................... 5,000,000 5,515,450 Series D, Pre-Refunded, 5.25%, 7/01/38 ............................................ 3,000,000 3,300,630 Series G, 5.00%, 7/01/33 .......................................................... 1,695,000 1,575,825 Series G, Pre-Refunded, 5.00%, 7/01/33 ............................................ 3,305,000 3,755,207 156 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN VIRGINIA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE -------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) U.S. TERRITORIES (CONTINUED) PUERTO RICO (CONTINUED) Puerto Rico Electric Power Authority Power Revenue, Series HH, FSA Insured, Pre-Refunded, 5.25%, 7/01/29 .............................. $ 5,910,000 $ 6,066,201 Series RR, FGIC Insured, Pre-Refunded, 5.00%, 7/01/35 ............................. 3,000,000 3,532,290 Series RR, XLCA Insured, Pre-Refunded, 5.00%, 7/01/30 ............................. 1,000,000 1,177,430 Series TT, 5.00%, 7/01/32 ......................................................... 10,000,000 9,749,800 Series WW, 5.50%, 7/01/38 ......................................................... 6,700,000 6,761,774 Puerto Rico Municipal Finance Agency Revenue, Series A, FSA Insured, 5.00%, 8/01/27 .. 2,580,000 2,598,679 Puerto Rico PBA Guaranteed Revenue, Government Facilities, Refunding, Series D, 5.375%, 7/01/33 .............................................. 1,315,000 1,295,130 Refunding, Series N, 5.00%, 7/01/32 ............................................... 5,000,000 4,508,150 Refunding, Series Q, 5.625%, 7/01/39 .............................................. 5,000,000 4,863,150 Series D, Pre-Refunded, 5.375%, 7/01/33 ........................................... 3,685,000 4,055,858 Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, first sub., Series A, 5.375%, 8/01/39 ................................................................... 6,000,000 6,001,980 6.00%, 8/01/42 .................................................................... 20,000,000 20,920,200 -------------- TOTAL U.S. TERRITORIES ............................................................... 129,097,926 -------------- TOTAL MUNICIPAL BONDS BEFORE SHORT TERM INVESTMENTS (COST $769,623,470) .............. 789,580,065 -------------- SHORT TERM INVESTMENTS 0.9% MUNICIPAL BONDS 0.9% VIRGINIA 0.7% (c) Montgomery County IDAR, Virginia Tech Foundation, Daily VRDN and Put, 0.15%, 6/01/35 ........................................................................... 300,000 300,000 (c) Norfolk Redevelopment and Housing Authority Revenue, Old Dominion University Project, Refunding, Daily VRDN and Put, 0.16%, 8/01/31 ........................................................................... 900,000 900,000 8/01/33 ........................................................................... 4,810,000 4,810,000 -------------- 6,010,000 -------------- U.S. TERRITORIES 0.2% PUERTO RICO 0.2% (c) Puerto Rico Commonwealth GO, Refunding, Series A-6, Daily VRDN and Put, 0.12%, 7/01/33 ........................................................................... 1,500,000 1,500,000 -------------- TOTAL SHORT TERM INVESTMENTS (COST $7,510,000) ....................................... 7,510,000 -------------- TOTAL INVESTMENTS (COST $777,133,470) 99.2% .......................................... 797,090,065 OTHER ASSETS, LESS LIABILITIES 0.8% .................................................. 6,365,243 -------------- NET ASSETS 100.0% .................................................................... $ 803,455,308 ============== See Abbreviations on page 185. (a) In prior years, the Internal Revenue Service (IRS) issued a preliminary adverse determination, ruling that the income generated by the bond was taxable. The issuer of the bond was contesting this determination and, until this was finalized, the Fund continued to recognize interest income earned on the bond as tax-exempt. In March 2010, the Fund received notice that the IRS withdrew its preliminary adverse determination. (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. Annual Report | 157 Franklin Tax-Free Trust FINANCIAL STATEMENTS STATEMENTS OF ASSETS AND LIABILITIES February 28, 2010 FRANKLIN FRANKLIN FRANKLIN ALABAMA TAX-FREE FLORIDA TAX-FREE GEORGIA TAX-FREE INCOME FUND INCOME FUND INCOME FUND ---------------- ---------------- ---------------- Assets: Investments in securities: Cost ....................................................... $287,298,207 $1,231,198,963 $447,773,418 ------------ -------------- ------------ Value ...................................................... $290,271,651 $1,273,413,522 $462,374,626 Cash .......................................................... 34,852 418,123 277,501 Receivables: Capital shares sold ........................................ 899,470 1,314,595 1,365,202 Interest ................................................... 4,113,464 18,821,931 5,278,611 Other assets .................................................. 807 3,563 1,251 ------------ -------------- ------------ Total assets ............................................ 295,320,244 1,293,971,734 469,297,191 ------------ -------------- ------------ Liabilities: Payables: Investment securities purchased ............................ -- 4,976,850 602,259 Capital shares redeemed .................................... 252,063 3,975,412 1,084,089 Affiliates ................................................. 179,305 682,542 280,001 Distributions to shareholders .............................. 143,003 707,944 389,028 Accrued expenses and other liabilities ........................ 58,253 143,832 77,931 ------------ -------------- ------------ Total liabilities ....................................... 632,624 10,486,580 2,433,308 ------------ -------------- ------------ Net assets, at value ................................. $294,687,620 $1,283,485,154 $466,863,883 ============ ============== ============ Net assets consist of: Paid-in capital ............................................... $292,578,895 $1,244,452,699 $456,512,534 Undistributed net investment income (distributions in excess of net investment income) ..................................... 135,791 867,024 (160,812) Net unrealized appreciation (depreciation) .................... 2,973,444 42,214,559 14,601,208 Accumulated net realized gain (loss) .......................... (1,000,510) (4,049,128) (4,089,047) ------------ -------------- ------------ Net assets, at value ................................. $294,687,620 $1,283,485,154 $466,863,883 ============ ============== ============ CLASS A: Net assets, at value .......................................... $244,859,547 $1,137,683,867 $365,222,961 ============ ============== ============ Shares outstanding ............................................ 21,922,629 99,330,707 30,629,753 ============ ============== ============ Net asset value per share(a) .................................. $ 11.17 $ 11.45 $ 11.92 ============ ============== ============ Maximum offering price per share (net asset value per share / 95.75%) ............................................ $ 11.67 $ 11.96 $ 12.45 ============ ============== ============ CLASS B: Net assets, at value .......................................... -- $ 26,305,440 -- ============ ============== ============ Shares outstanding ............................................ -- 2,278,202 -- ============ ============== ============ Net asset value and maximum offering price per share(a) ....... -- $ 11.55 -- ============ ============== ============ CLASS C: Net assets, at value .......................................... $ 49,828,073 $ 119,495,847 $101,640,922 ============ ============== ============ Shares outstanding ............................................ 4,419,011 10,278,922 8,432,949 ============ ============== ============ Net asset value and maximum offering price per share(a) ....... $ 11.28 $ 11.63 $ 12.05 ============ ============== ============ (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. 158 | Annual Report Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED) February 28, 2010 FRANKLIN FRANKLIN FRANKLIN KENTUCKY TAX-FREE LOUISIANA TAX-FREE MARYLAND TAX-FREE INCOME FUND INCOME FUND INCOME FUND ----------------- ------------------ ----------------- Assets: Investments in securities: Cost ....................................................... $187,731,498 $388,015,326 $647,362,018 ------------ ------------ ------------ Value ...................................................... $191,538,215 $394,117,158 $649,310,655 Cash .......................................................... 2,696 91,116 61,122 Receivables: Capital shares sold ........................................ 522,678 513,520 2,824,704 Interest ................................................... 2,281,634 5,104,402 7,455,805 Other assets .................................................. 504 1,054 1,784 ------------ ------------ ------------ Total assets ............................................ 194,345,727 399,827,250 659,654,070 ============ ============ ============ Liabilities: Payables: Investment securities purchased ............................ 6,413,015 5,967,076 -- Capital shares redeemed .................................... 67,306 1,981,354 1,127,181 Affiliates ................................................. 105,459 228,632 389,938 Distributions to shareholders .............................. 90,976 193,455 320,849 Accrued expenses and other liabilities ........................ 50,798 70,165 100,306 ------------ ------------ ------------ Total liabilities ....................................... 6,727,554 8,440,682 1,938,274 ------------ ------------ ------------ Net assets, at value ................................. $187,618,173 $391,386,568 $657,715,796 ============ ============ ============ Net assets consist of: Paid-in capital ............................................... $185,955,867 $387,406,928 $657,520,541 Undistributed net investment income (distributions in excess of net investment income) ..................................... (35,949) 85,562 25,269 Net unrealized appreciation (depreciation) .................... 3,806,717 6,101,832 1,948,637 Accumulated net realized gain (loss) .......................... (2,108,462) (2,207,754) (1,778,651) ------------ ------------ ------------ Net assets, at value ................................. $187,618,173 $391,386,568 $657,715,796 ============ ============ ============ CLASS A: Net assets, at value .......................................... $187,618,173 $327,368,216 $511,636,149 ============ ============ ============ Shares outstanding ............................................ 16,830,220 29,024,188 45,292,263 ============ ============ ============ Net asset value per share(a) .................................. $ 11.15 $ 11.28 $ 11.30 ============ ============ ============ Maximum offering price per share (net asset value per share / 95.75%) ............................................ $ 11.64 $ 11.78 $ 11.80 ============ ============ ============ CLASS C: Net assets, at value .......................................... -- $ 64,018,352 $142,575,404 ============ ============ ============ Shares outstanding ............................................ -- 5,611,363 12,439,464 ============ ============ ============ Net asset value and maximum offering price per share(a) ....... -- $ 11.41 $ 11.46 ============ ============ ============ ADVISOR CLASS: Net assets, at value .......................................... -- -- $ 3,504,243 ============ ============ ============ Shares outstanding ............................................ -- -- 310,213 ============ ============ ============ Net asset value and maximum offering price per share .......... -- -- $ 11.30 ============ ============ ============ (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 | 159 Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED) February 28, 2010 FRANKLIN FRANKLIN NORTH CAROLINA FRANKLIN MISSOURI TAX-FREE TAX-FREE VIRGINIA TAX-FREE INCOME FUND INCOME FUND INCOME FUND ----------------- -------------- ----------------- Assets: Investments in securities: Cost ....................................................... $965,369,930 $1,139,757,682 $777,133,470 ------------ -------------- ------------ Value ...................................................... $984,186,362 $1,163,058,131 $797,090,065 Cash .......................................................... 71,924 1,412,536 154,288 Receivables: Capital shares sold ........................................ 3,154,323 4,181,756 1,896,860 Interest ................................................... 12,072,655 13,896,403 9,210,698 Other assets .................................................. 2,654 3,081 2,145 ------------ -------------- ------------ Total assets ............................................ 999,487,918 1,182,551,907 808,354,056 ------------ -------------- ------------ Liabilities: Payables: Investment securities purchased ............................ -- 15,966,060 2,125,000 Capital shares redeemed .................................... 1,290,773 1,021,548 1,829,461 Affiliates ................................................. 533,646 658,325 444,873 Distributions to shareholders .............................. 492,538 558,640 390,520 Accrued expenses and other liabilities ........................ 129,890 154,275 108,894 ------------ -------------- ------------ Total liabilities ....................................... 2,446,847 18,358,848 4,898,748 ------------ -------------- ------------ Net assets, at value ................................. $997,041,071 $1,164,193,059 $803,455,308 ============ ============== ============ Net assets consist of: Paid-in capital ............................................... $982,824,354 $1,140,848,191 $785,680,836 Undistributed net investment income ........................... 421,364 875,219 585,195 Net unrealized appreciation (depreciation) .................... 18,816,432 23,300,449 19,956,595 Accumulated net realized gain (loss) .......................... (5,021,079) (830,800) (2,767,318) ------------ -------------- ------------ Net assets, at value ................................. $997,041,071 $1,164,193,059 $803,455,308 ============ ============== ============ CLASS A: Net assets, at value .......................................... $863,925,009 $ 924,905,057 $675,933,540 ============ ============== ============ Shares outstanding ............................................ 72,112,238 76,120,110 58,107,368 ============ ============== ============ Net asset value per share(a) .................................. $ 11.98 $ 12.15 $ 11.63 ============ ============== ============ Maximum offering price per share (net asset value per share / 95.75%) ............................................ $ 12.51 $ 12.69 $ 12.15 ============ ============== ============ CLASS C: Net assets, at value .......................................... $120,256,494 $ 224,584,196 $119,920,946 ============ ============== ============ Shares outstanding ............................................ 9,966,230 18,265,864 10,186,938 ============ ============== ============ Net asset value and maximum offering price per share(a) ....... $ 12.07 $ 12.30 $ 11.77 ============ ============== ============ ADVISOR CLASS: Net assets, at value .......................................... $ 12,859,568 $ 14,703,806 $ 7,600,822 ============ ============== ============ Shares outstanding ............................................ 1,073,258 1,210,281 653,388 ============ ============== ============ Net asset value and maximum offering price per share .......... $ 11.98 $ 12.15 $ 11.63 ============ ============== ============ (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. 160 | Annual Report Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF OPERATIONS for the year ended February 28, 2010 FRANKLIN FRANKLIN FRANKLIN ALABAMA TAX-FREE FLORIDA TAX-FREE GEORGIA TAX-FREE INCOME FUND INCOME FUND INCOME FUND ---------------- ---------------- ---------------- Investment income: Interest ...................................................... $14,316,865 $ 69,718,678 $20,993,343 ----------- ------------ ----------- Expenses: Management fees (Note 3a) ..................................... 1,523,250 6,094,544 2,176,373 Distribution fees: (Note 3c) Class A .................................................... 235,834 1,146,147 337,846 Class B .................................................... -- 209,440 -- Class C .................................................... 296,249 738,193 552,074 Transfer agent fees (Note 3e) ................................. 108,009 428,381 159,863 Custodian fees ................................................ 3,858 17,829 5,867 Reports to shareholders ....................................... 19,385 70,616 27,977 Registration and filing fees .................................. 10,029 27,570 14,966 Professional fees ............................................. 25,694 39,727 31,223 Trustees' fees and expenses ................................... 2,249 10,687 3,329 Other ......................................................... 33,413 95,531 46,400 ----------- ------------ ----------- Total expenses .......................................... 2,257,970 8,878,665 3,355,918 ----------- ------------ ----------- Net investment income ................................ 12,058,895 60,840,013 17,637,425 ----------- ------------ ----------- Realized and unrealized gains (losses): Net realized gain (loss) from investments ..................... 534,431 157,722 862,866 Net change in unrealized appreciation (depreciation) on investments ................................................ 14,051,632 63,652,224 23,458,112 ----------- ------------ ----------- Net realized and unrealized gain (loss) .......................... 14,586,063 63,809,946 24,320,978 ----------- ------------ ----------- Net increase (decrease) in net assets resulting from operations .. $26,644,958 $124,649,959 $41,958,403 =========== ============ =========== The accompanying notes are an integral part of these financial statements. Annual Report | 161 Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF OPERATIONS (CONTINUED) for the year ended February 28, 2010 FRANKLIN FRANKLIN FRANKLIN KENTUCKY TAX-FREE LOUISIANA TAX-FREE MARYLAND TAX-FREE INCOME FUND INCOME FUND INCOME FUND ----------------- ------------------ ----------------- Investment income: Interest ...................................................... $ 8,792,577 $17,943,287 $30,620,680 ----------- ----------- ----------- Expenses: Management fees (Note 3a) ..................................... 1,008,933 1,851,797 2,974,936 Distribution fees: (Note 3c) Class A .................................................... 175,631 298,507 474,001 Class C .................................................... -- 347,877 799,490 Transfer agent fees (Note 3e) ................................. 61,363 119,877 246,923 Custodian fees ................................................ 2,397 4,855 8,117 Reports to shareholders ....................................... 12,684 22,212 38,342 Registration and filing fees .................................. 4,426 12,357 16,325 Professional fees ............................................. 28,284 31,572 34,971 Trustees' fees and expenses ................................... 1,402 2,758 4,708 Other ......................................................... 30,998 41,627 49,707 ----------- ----------- ----------- Total expenses .......................................... 1,326,118 2,733,439 4,647,520 ----------- ----------- ----------- Net investment income ................................ 7,466,459 15,209,848 25,973,160 ----------- ----------- ----------- Realized and unrealized gains (losses): Net realized gain (loss) from investments ..................... 148,967 56,120 (204,895) Net change in unrealized appreciation (depreciation) on investments ................................................ 10,240,124 26,509,024 50,949,719 ----------- ----------- ----------- Net realized and unrealized gain (loss) .......................... 10,389,091 26,565,144 50,744,824 ----------- ----------- ----------- Net increase (decrease) in net assets resulting from operations .. $17,855,550 $41,774,992 $76,717,984 =========== =========== =========== The accompanying notes are an integral part of these financial statements. 162 | Annual Report Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF OPERATIONS (CONTINUED) for the year ended February 28, 2010 FRANKLIN FRANKLIN NORTH CAROLINA FRANKLIN MISSOURI TAX-FREE TAX-FREE VIRGINIA TAX-FREE INCOME FUND INCOME FUND INCOME FUND ----------------- -------------- ----------------- Investment income: Interest ...................................................... $44,480,587 $ 50,195,626 $35,042,084 ----------- ------------ ----------- Expenses: Management fees (Note 3a) ..................................... 4,284,440 4,926,504 3,488,287 Distribution fees: (Note 3c) Class A .................................................... 778,104 833,196 611,845 Class C .................................................... 664,732 1,212,505 617,684 Transfer agent fees (Note 3e) ................................. 356,906 387,985 274,979 Custodian fees ................................................ 12,399 13,937 9,737 Reports to shareholders ....................................... 59,544 64,396 45,285 Registration and filing fees .................................. 20,449 24,464 20,267 Professional fees ............................................. 45,224 48,454 38,486 Trustees' fees and expenses ................................... 6,922 8,028 5,550 Other ......................................................... 68,011 81,839 58,319 ----------- ------------ ----------- Total expenses .......................................... 6,296,731 7,601,308 5,170,439 ----------- ------------ ----------- Net investment income ................................ 38,183,856 42,594,318 29,871,645 ----------- ------------ ----------- Realized and unrealized gains (losses): Net realized gain (loss) from investments ..................... (764,227) 719,705 1,105,432 Net change in unrealized appreciation (depreciation) on investments ................................................ 52,661,164 64,550,561 39,779,725 ----------- ------------ ----------- Net realized and unrealized gain (loss) .......................... 51,896,937 65,270,266 40,885,157 ----------- ------------ ----------- Net increase (decrease) in net assets resulting from operations .. $90,080,793 $107,864,584 $70,756,802 =========== ============ =========== The accompanying notes are an integral part of these financial statements. Annual Report | 163 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, --------------------------- ------------------------------- 2010 2009 2010 2009 ------------ ------------ -------------- -------------- Increase (decrease) in net assets: Operations: Net investment income ...................................... $ 12,058,895 $ 11,777,988 $ 60,840,013 $ 66,111,987 Net realized gain (loss) from investments .................. 534,431 299,533 157,722 (4,026,661) Net change in unrealized appreciation (depreciation) on investments ........................... 14,051,632 (7,801,350) 63,652,224 (32,523,051) ------------ ------------ -------------- -------------- Net increase (decrease) in net assets resulting from operations ......................... 26,644,958 4,276,171 124,649,959 29,562,275 ------------ ------------ -------------- -------------- Distributions to shareholders from: Net investment income: Class A ................................................. (10,231,642) (10,131,192) (54,376,158) (58,140,734) Class B ................................................. -- -- (1,344,639) (1,747,446) Class C ................................................. (1,707,559) (1,562,914) (4,678,834) (4,715,478) Net realized gains: Class A ................................................. -- -- -- (1,408,071) Class B ................................................. -- -- -- (49,356) Class C ................................................. -- -- -- (128,830) ------------ ------------ -------------- -------------- Total distributions to shareholders ........................... (11,939,201) (11,694,106) (60,399,631) (66,189,915) ------------ ------------ -------------- -------------- Capital share transactions: (Note 2) Class A ................................................. 13,583,233 (5,232,581) (74,413,799) (91,571,048) Class B ................................................. -- -- (11,916,510) (10,140,310) Class C ................................................. 5,810,958 4,457,591 3,943,226 (2,898,320) ------------ ------------ -------------- -------------- Total capital share transactions .............................. 19,394,191 (774,990) (82,387,083) (104,609,678) ------------ ------------ -------------- -------------- Redemption fees ............................................... -- 19 -- 1,176 ------------ ------------ -------------- -------------- Net increase (decrease) in net assets ............... 34,099,948 (8,192,906) (18,136,755) (141,236,142) Net assets: Beginning of year ............................................. 260,587,672 268,780,578 1,301,621,909 1,442,858,051 ------------ ------------ -------------- -------------- End of year ................................................... $294,687,620 $260,587,672 $1,283,485,154 $1,301,621,909 ============ ============ ============== ============== Undistributed net investment income included in net assets: End of year ................................................... $ 135,791 $ 26,501 $ 867,024 $ 419,331 ============ ============ ============== ============== The accompanying notes are an integral part of these financial statements. 164 | 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, --------------------------- --------------------------- 2010 2009 2010 2009 ------------ ------------ ------------ ------------ Increase (decrease) in net assets: Operations: Net investment income ...................................... $ 17,637,425 $ 14,718,182 $ 7,466,459 $ 7,000,649 Net realized gain (loss) from investments .................. 862,866 (2,921,597) 148,967 (488,253) Net change in unrealized appreciation (depreciation) on investments ........................... 23,458,112 (2,999,770) 10,240,124 (1,155,679) ------------ ------------ ------------ ------------ Net increase (decrease) in net assets resulting from operations ......................... 41,958,403 8,796,815 17,855,550 5,356,717 ------------ ------------ ------------ ------------ Distributions to shareholders from: Net investment income: Class A ................................................. (14,483,261) (12,579,994) (7,552,788) (6,911,504) Class C ................................................. (3,113,797) (2,295,173) -- -- ------------ ------------ ------------ ------------ Total distributions to shareholders ........................... (17,597,058) (14,875,167) (7,552,788) (6,911,504) ------------ ------------ ------------ ------------ Capital share transactions: (Note 2) Class A ................................................. 37,588,955 60,057,104 15,272,154 13,821,854 Class C ................................................. 28,105,588 17,638,583 -- -- ------------ ------------ ------------ ------------ Total capital share transactions .............................. 65,694,543 77,695,687 15,272,154 13,821,854 ------------ ------------ ------------ ------------ Net increase (decrease) in net assets ................ 90,055,888 71,617,335 25,574,916 12,267,067 Net assets: Beginning of year ............................................. 376,807,995 305,190,660 162,043,257 149,776,190 ------------ ------------ ------------ ------------ End of year ................................................... $466,863,883 $376,807,995 $187,618,173 $162,043,257 ============ ============ ============ ============ Undistributed net investment income (distributions in excess of net investment income) included in net assets: End of year ................................................ $ (160,812) $ (204,054) $ (35,949) $ 51,607 ============ ============ ============ ============ The accompanying notes are an integral part of these financial statements. Annual Report | 165 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, --------------------------- --------------------------- 2010 2009 2010 2009 ------------ ------------ ------------ ------------ Increase (decrease) in net assets: Operations: Net investment income ...................................... $ 15,209,848 $ 12,921,511 $ 25,973,160 $ 23,517,178 Net realized gain (loss) from investments .................. 56,120 (880,447) (204,895) (1,514,070) Net change in unrealized appreciation (depreciation) on investments ........................... 26,509,024 (9,610,506) 50,949,719 (23,977,575) ------------ ------------ ------------ ------------ Net increase (decrease) in net assets resulting from operations ......................... 41,774,992 2,430,558 76,717,984 (1,974,467) ------------ ------------ ------------ ------------ Distributions to shareholders from: Net investment income: Class A ................................................. (13,117,728) (11,272,273) (21,259,949) (19,457,945) Class C ................................................. (2,020,800) (1,540,027) (4,736,365) (3,796,929) Advisor Class ........................................... -- -- (75,767) -- ------------ ------------ ------------ ------------ Total distributions to shareholders ........................... (15,138,528) (12,812,300) (26,072,081) (23,254,874) ------------ ------------ ------------ ------------ Capital share transactions: (Note 2) Class A ................................................. 37,777,185 41,385,179 45,125,328 28,830,036 Class C ................................................. 18,421,753 8,148,253 31,014,569 23,590,277 Advisor Class ........................................... -- -- 3,384,838 -- ------------ ------------ ------------ ------------ Total capital share transactions .............................. 56,198,938 49,533,432 79,524,735 52,420,313 ------------ ------------ ------------ ------------ Redemption fees ............................................... -- -- -- 140 ------------ ------------ ------------ ------------ Net increase (decrease) in net assets ................ 82,835,402 39,151,690 130,170,638 27,191,112 Net assets: Beginning of year ............................................. 308,551,166 269,399,476 527,545,158 500,354,046 ------------ ------------ ------------ ------------ End of year ................................................... $391,386,568 $308,551,166 $657,715,796 $527,545,158 ============ ============ ============ ============ Undistributed net investment income included in net assets: End of year ................................................... $ 85,562 $ 13,691 $ 25,269 $ 123,235 ============ ============ ============ ============ The accompanying notes are an integral part of these financial statements. 166 | 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, --------------------------- ----------------------------- 2010 2009 2010 2009 ------------ ------------ -------------- ------------ Increase (decrease) in net assets: Operations: Net investment income ...................................... $ 38,183,856 $ 33,139,970 $ 42,594,318 $ 37,820,494 Net realized gain (loss) from investments .................. (764,227) 958,192 719,705 (448,003) Net change in unrealized appreciation (depreciation) on investments ........................... 52,661,164 (20,223,159) 64,550,561 (13,672,900) ------------ ------------ -------------- ------------ Net increase (decrease) in net assets resulting from operations ......................... 90,080,793 13,875,003 107,864,584 23,699,591 ------------ ------------ -------------- ------------ Distributions to shareholders from: Net investment income: Class A ................................................. (33,916,976) (29,678,906) (35,297,547) (31,640,924) Class C ................................................. (3,852,713) (3,052,630) (6,751,344) (5,247,665) Advisor Class ........................................... (272,471) -- (281,463) -- ------------ ------------ -------------- ------------ Total distributions to shareholders ........................... (38,042,160) (32,731,536) (42,330,354) (36,888,589) ------------ ------------ -------------- ------------ Capital share transactions: (Note 2) Class A ................................................. 126,969,229 85,168,122 128,528,042 80,134,686 Class C ................................................. 29,653,781 15,120,904 61,843,774 29,627,681 Advisor Class ........................................... 12,471,062 -- 14,335,846 -- ------------ ------------ -------------- ------------ Total capital share transactions .............................. 169,094,072 100,289,026 204,707,662 109,762,367 ------------ ------------ -------------- ------------ Redemption fees ............................................... -- 439 -- 644 ------------ ------------ -------------- ------------ Net increase (decrease) in net assets ................ 221,132,705 81,432,932 270,241,892 96,574,013 Net assets: Beginning of year ............................................. 775,908,366 694,475,434 893,951,167 797,377,154 ------------ ------------ -------------- ------------ End of year ................................................... $997,041,071 $775,908,366 $1,164,193,059 $893,951,167 ============ ============ ============== ============ Undistributed net investment income included in net assets: End of year ................................................... $ 421,364 $ 283,444 $ 875,219 $ 634,531 ============ ============ ============== ============ The accompanying notes are an integral part of these financial statements. Annual Report | 167 Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED) FRANKLIN VIRGINIA TAX-FREE INCOME FUND --------------------------- YEAR ENDED FEBRUARY 28, --------------------------- 2010 2009 ------------ ------------ Increase (decrease) in net assets: Operations: Net investment income ...................................... $ 29,871,645 $ 25,970,097 Net realized gain (loss) from investments .................. 1,105,432 (2,145,207) Net change in unrealized appreciation (depreciation) on investments ........................... 39,779,725 (9,810,949) ------------ ------------ Net increase (decrease) in net assets resulting from operations ......................... 70,756,802 14,013,941 ------------ ------------ Distributions to shareholders from: Net investment income: Class A ................................................. (26,033,645) (22,666,320) Class C ................................................. (3,446,197) (2,515,309) Advisor Class ........................................... (165,671) -- ------------ ------------ Total distributions to shareholders ........................... (29,645,513) (25,181,629) ------------ ------------ Capital share transactions: (Note 2) Class A ................................................. 93,091,016 62,664,423 Class C ................................................. 41,116,780 14,608,564 Advisor Class ........................................... 7,382,336 -- ------------ ------------ Total capital share transactions .............................. 141,590,132 77,272,987 ------------ ------------ Redemption fees ............................................... -- 483 ------------ ------------ Net increase (decrease) in net assets ................ 182,701,421 66,105,782 Net assets: Beginning of year ............................................. 620,753,887 554,648,105 ------------ ------------ End of year ................................................... $803,455,308 $620,753,887 ============ ============ Undistributed net investment income included in net assets: End of year ................................................... $ 585,195 $ 362,867 ============ ============ The accompanying notes are an integral part of these financial statements. 168 | 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. Effective July 1, 2009, the Franklin Maryland Tax-Free Income Fund, Franklin Missouri Tax-Free Income Fund, Franklin North Carolina Tax-Free Income Fund and Franklin Virginia 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 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 CLASS A, CLASS C & ADVISOR CLASS 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 Funds 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 Fund'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 Funds have 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 Fund's Board of Trustees. Annual Report | 169 Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) B. SECURITIES PURCHASED ON A WHEN-ISSUED BASIS The Funds may purchase securities on a when-issued 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, 2010, 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; these dividends are reinvested and paid 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. 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. 170 | 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 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. Annual Report | 171 Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 2. SHARES OF BENEFICIAL INTEREST At February 28, 2010, 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, 2010 Shares sold .................... 3,194,314 $ 34,909,305 6,192,831 $ 69,836,195 Shares issued in reinvestment of distributions ............... 569,097 6,257,983 2,366,292 26,683,984 Shares redeemed ................ (2,514,329) (27,584,055) (15,182,679) (170,933,978) ---------- ------------ ----------- ------------- Net increase (decrease) ........ 1,249,082 $ 13,583,233 (6,623,556) $ (74,413,799) ========== ============ =========== ============= 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) ========== ============ =========== ============= CLASS B SHARES: Year ended February 28, 2010 Shares sold .................... 44,446 $ 505,105 Shares issued in reinvestment of distributions ............... 66,819 758,806 Shares redeemed ................ (1,158,314) (13,180,421) ----------- ------------- Net increase (decrease) ........ (1,047,049) $ (11,916,510) =========== ============= 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) =========== ============= CLASS C SHARES: Year ended February 28, 2010 Shares sold .................... 893,859 $ 9,931,559 1,681,216 $ 19,228,136 Shares issued in reinvestment of distributions ............... 81,005 899,157 251,774 2,882,570 Shares redeemed ................ (453,057) (5,019,758) (1,590,766) (18,167,480) ---------- ------------ ----------- ------------- Net increase (decrease) ........ 521,807 $ 5,810,958 342,224 $ 3,943,226 ========== ============ =========== ============= 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) ========== ============ =========== ============= 172 | 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, 2010 Shares sold .................... 7,606,763 $ 88,769,407 3,010,671 $ 32,827,102 Shares issued in reinvestment of distributions ............... 789,605 9,232,979 482,760 5,280,562 Shares redeemed ................ (5,184,606) (60,413,431) (2,093,755) (22,835,510) ---------- ------------ ---------- ------------ Net increase (decrease) ........ 3,211,762 $ 37,588,955 1,399,676 $ 15,272,154 ========== ============ ========== ============ 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 ========== ============ ========== ============ CLASS C SHARES: Year ended February 28, 2010 Shares sold .................... 3,185,370 $ 37,610,811 Shares issued in reinvestment of distributions ............... 170,754 2,018,280 Shares redeemed ................ (976,681) (11,523,503) ---------- ------------ Net increase (decrease) ........ 2,379,443 $ 28,105,588 ========== ============ 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 ========== ============ FRANKLIN LOUISIANA FRANKLIN MARYLAND TAX-FREE INCOME FUND TAX-FREE INCOME FUND ------------------------- ------------------------- SHARES AMOUNT SHARES AMOUNT ---------- ------------ ---------- ------------ CLASS A SHARES: Year ended February 28, 2010 Shares sold .................... 6,999,551 $ 77,020,523 8,370,619 $ 91,625,455 Shares issued in reinvestment of distributions ............... 869,127 9,573,490 1,279,096 14,051,746 Shares redeemed ................ (4,437,400) (48,816,828) (5,527,263) (60,551,873) ---------- ------------ ---------- ------------ Net increase (decrease) ........ 3,431,278 $ 37,777,185 4,122,452 $ 45,125,328 ========== ============ ========== ============ 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 ========== ============ ========== ============ Annual Report | 173 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, 2010 Shares sold .................... 2,342,847 $25,930,481 3,915,496 $ 43,645,267 Shares issued in reinvestment of distributions ............... 125,796 1,402,043 306,058 3,413,630 Shares redeemed ................ (807,245) (8,910,771) (1,435,208) (16,044,328) --------- ----------- ---------- ------------ Net increase (decrease) ........ 1,661,398 $18,421,753 2,786,346 $ 31,014,569 ========= =========== ========== ============ 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 ========= =========== ========== ============ ADVISOR CLASS SHARES: Period ended February 28, 2010(a) Shares sold .................... 360,297 $ 3,946,422 Shares issued in reinvestment of distributions ............... 38 426 Shares redeemed ................ (50,122) (562,010) ---------- ------------ Net increase (decrease) ........ 310,213 $ 3,384,838 ========== ============ (a) For the period July 1, 2009 (effective date) to February 28, 2010. FRANKLIN MISSOURI FRANKLIN NORTH CAROLINA TAX-FREE INCOME FUND TAX-FREE INCOME FUND -------------------------- --------------------------- SHARES AMOUNT SHARES AMOUNT ---------- ------------- ----------- ------------- CLASS A SHARES: Year ended February 28, 2010 Shares sold .................... 16,410,008 $ 192,426,477 19,444,521 $ 231,659,150 Shares issued in reinvestment of distributions ............... 1,884,075 22,130,531 2,068,851 24,680,150 Shares redeemed ................ (7,486,950) (87,587,779) (10,743,937) (127,811,258) ---------- ------------- ----------- ------------- Net increase (decrease) ........ 10,807,133 $ 126,969,229 10,769,435 $ 128,528,042 ========== ============= =========== ============= 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 ========== ============= =========== ============= 174 | Annual Report Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 2. SHARES OF BENEFICIAL INTEREST (CONTINUED) FRANKLIN MISSOURI FRANKLIN NORTH CAROLINA TAX-FREE INCOME FUND TAX-FREE INCOME FUND ------------------------- ------------------------- SHARES AMOUNT SHARES AMOUNT ---------- ------------ ---------- ------------ CLASS C SHARES: Year ended February 28, 2010 Shares sold .................... 3,264,225 $ 38,543,050 6,646,075 $ 80,299,721 Shares issued in reinvestment of distributions ............... 225,317 2,667,150 368,044 4,445,308 Shares redeemed ................ (978,472) (11,556,419) (1,901,431) (22,901,255) ---------- ------------ ---------- ------------ Net increase (decrease) ........ 2,511,070 $ 29,653,781 5,112,688 $ 61,843,774 ========== ============ ========== ============ 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 ========== ============ ========== ============ ADVISOR CLASS SHARES: Period ended February 28, 2010(a) Shares sold .................... 1,163,015 $ 13,537,446 1,323,519 $ 15,709,552 Shares issued in reinvestment of distributions ............... 121 1,453 1,624 19,704 Shares redeemed ................ (89,878) (1,067,837) (114,862) (1,393,410) ---------- ------------ ---------- ------------ Net increase (decrease) ........ 1,073,258 $ 12,471,062 1,210,281 $ 14,335,846 ========== ============ ========== ============ (a) For the period July 1, 2009 (effective date) to February 28, 2010. FRANKLIN VIRGINIA TAX-FREE INCOME FUND ------------------------- SHARES AMOUNT ---------- ------------ CLASS A SHARES: Year ended February 28, 2010 Shares sold .................... 13,264,509 $151,342,336 Shares issued in reinvestment of distributions ............... 1,536,900 17,548,808 Shares redeemed ................ (6,662,941) (75,800,128) ---------- ------------ Net increase (decrease) ........ 8,138,468 $ 93,091,016 ========== ============ 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 ========== ============ Annual Report | 175 Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 2. SHARES OF BENEFICIAL INTEREST (CONTINUED) FRANKLIN VIRGINIA TAX-FREE INCOME FUND ------------------------- SHARES AMOUNT ---------- ------------ CLASS C SHARES: Year ended February 28, 2010 Shares sold .................... 4,215,845 $ 48,767,356 Shares issued in reinvestment of distributions ............... 226,763 2,623,623 Shares redeemed ................ (890,652) (10,274,199) ---------- ------------ Net increase (decrease) ........ 3,551,956 $ 41,116,780 ========== ============ 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 ========== ============ ADVISOR CLASS SHARES: Period ended February 28, 2010(a) Shares sold .................... 716,053 $ 8,110,227 Shares issued in reinvestment of distributions ............... 162 1,868 Shares redeemed ................ (62,827) (729,759) ---------- ------------ Net increase (decrease) ........ 653,388 $ 7,382,336 ========== ============ (a) For the period July 1, 2009 (effective date) to February 28, 2010. 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 176 | 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 Funds' 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 Funds' Class A reimbursement distribution plans, the Funds reimburse Distributors for costs incurred in connection with the servicing, sale and distribution of 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' 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 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% -- Annual Report | 177 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 ........ $89,789 $166,094 $183,253 Contingent deferred sales charges retained .... $ 4,719 $ 44,671 $ 72,414 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 ........ $90,016 $197,639 $221,906 Contingent deferred sales charges retained .... $ 387 $ 18,297 $ 30,488 FRANKLIN FRANKLIN FRANKLIN MISSOURI NORTH 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 ........ $536,634 $560,685 $334,093 Contingent deferred sales charges retained .... $ 20,802 $ 75,687 $ 32,681 178 | 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, 2010, 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 .................................... $57,465 $249,061 $82,997 FRANKLIN FRANKLIN FRANKLIN KENTUCKY LOUISIANA MARYLAND TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND ----------- -------------- ----------- Transfer agent fees .................................... $30,999 $57,269 $139,665 FRANKLIN FRANKLIN FRANKLIN MISSOURI NORTH CAROLINA VIRGINIA TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND ----------- -------------- ----------- Transfer agent fees .................................... $194,182 $183,823 $150,416 4. INCOME TAXES For tax purposes, capital losses may be carried over to offset future capital gains, if any. At February 28, 2010, 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: 2011 ................................................ $ 804,634 $ -- $ -- 2012 ................................................ 195,876 -- 112,870 2013 ................................................ -- -- 416,353 2014 ................................................ -- -- 51,012 2015 ................................................ -- -- 125,659 2016 ................................................ -- -- 414,407 2017 ................................................ -- 365,411 2,923,290 2018 ................................................ -- 3,400,806 -- ---------- ---------- ---------- $1,000,510 $3,766,217 $4,043,591 ========== ========== ========== Annual Report | 179 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: 2012 ................................................ $1,264,854 $1,142,711 $ -- 2013 ................................................ 253,770 240,220 66,378 2014 ................................................ 65,408 -- -- 2016 ................................................ 107,105 -- -- 2017 ................................................ 417,325 42,728 1,506,424 2018 ................................................ -- 782,096 205,848 ---------- ---------- ---------- $2,108,462 $2,207,755 $1,778,650 ========== ========== ========== FRANKLIN FRANKLIN FRANKLIN MISSOURI NORTH CAROLINA VIRGINIA TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND ----------- -------------- ----------- Capital loss carryforwards expiring in: 2011 ................................................ $ 196,258 $ -- $ -- 2012 ................................................ 1,619,914 335,790 1,236,561 2013 ................................................ 1,384,535 -- -- 2016 ................................................ 776,667 -- -- 2018 ................................................ 760,455 68,403 1,530,757 ---------- -------- ---------- $4,737,829 $404,193 $2,767,318 ========== ======== ========== During the year ended February 28, 2010, the funds utilized capital loss carryforwards as follows: FRANKLIN FRANKLIN FRANKLIN ALABAMA GEORGIA KENTUCKY TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND - ----------- ----------- ----------- $544,838 $859,992 $79,670 On February 28, 2010, the following funds had expired capital loss carryforwards, which were reclassified to paid-in capital: FRANKLIN FRANKLIN FRANKLIN ALABAMA KENTUCKY VIRGINIA TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND - ----------- ----------- ----------- $6,452,083 $334,121 $1,188,255 180 | Annual Report Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 4. INCOME TAXES (CONTINUED) The tax character of distributions paid during the years ended February 28, 2010 and 2009, was as follows: FRANKLIN ALABAMA FRANKLIN FLORIDA TAX-FREE INCOME FUND TAX-FREE INCOME FUND ------------------------- ------------------------- 2010 2009 2010 2009 ----------- ----------- ----------- ----------- Distributions paid from: Tax exempt income ....................... $11,939,201 $11,694,106 $60,399,631 $64,603,658 Long term capital gain .................. -- -- -- 1,586,257 ----------- ----------- ----------- ----------- $11,939,201 $11,694,106 $60,399,631 $66,189,915 =========== =========== =========== =========== FRANKLIN GEORGIA FRANKLIN KENTUCKY TAX-FREE INCOME FUND TAX-FREE INCOME FUND ------------------------- ------------------------- 2010 2009 2010 2009 ----------- ----------- ----------- ----------- Distributions paid from - tax exempt income ....................... $17,597,058 $14,875,167 $ 7,552,788 $ 6,911,504 =========== =========== =========== =========== FRANKLIN LOUISIANA FRANKLIN MARYLAND TAX-FREE INCOME FUND TAX-FREE INCOME FUND ------------------------- ------------------------- 2010 2009 2010 2009 ----------- ----------- ----------- ----------- Distributions paid from - tax exempt income ....................... $15,138,528 $12,812,300 $26,072,081 $23,254,874 =========== =========== =========== =========== FRANKLIN MISSOURI FRANKLIN NORTH CAROLINA TAX-FREE INCOME FUND TAX-FREE INCOME FUND ------------------------- ------------------------- 2010 2009 2010 2009 ----------- ----------- ----------- ----------- Distributions paid from - tax exempt income ....................... $38,042,160 $32,731,536 $42,330,354 $36,888,589 =========== =========== =========== =========== FRANKLIN VIRGINIA TAX-FREE INCOME FUND ------------------------- 2010 2009 ----------- ----------- Distributions paid from - tax exempt income ....................... $29,645,513 $25,181,629 =========== =========== Annual Report | 181 Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 4. INCOME TAXES (CONTINUED) At February 28, 2010, 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 ............................. $287,257,519 $1,231,169,816 $447,776,620 ============ ============== ============ Unrealized appreciation ......................... $ 9,105,960 $ 56,864,602 $ 19,071,233 Unrealized depreciation ......................... (6,091,828) (14,620,896) (4,473,227) ------------ -------------- ------------ Net unrealized appreciation (depreciation) ...... $ 3,014,132 $ 42,243,706 $ 14,598,006 ============ ============== ============ Distributable earnings - undistributed tax exempt income ....................................... $ 238,106 $ 1,262,909 $ 185,966 ============ ============== ============ FRANKLIN FRANKLIN FRANKLIN KENTUCKY LOUISIANA MARYLAND TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND ------------ -------------- ------------ Cost of investments ............................. $187,724,536 $387,987,954 $647,316,593 ============ ============ ============ Unrealized appreciation ......................... $ 5,839,400 $ 11,371,078 $ 18,315,948 Unrealized depreciation ......................... (2,025,721) (5,241,874) (16,321,886) ------------ ------------ ------------ Net unrealized appreciation (depreciation) ...... $ 3,813,679 $ 6,129,204 $ 1,994,062 ============ ============ ============ Distributable earnings - undistributed tax exempt income ....................................... $ 48,063 $ 251,645 $ 300,693 ============ ============ ============ FRANKLIN FRANKLIN FRANKLIN MISSOURI NORTH CAROLINA VIRGINIA TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND ------------ -------------- ------------ Cost of investments ............................. $965,551,529 $1,140,120,253 $777,094,996 ============ ============== ============ Unrealized appreciation ......................... $ 32,137,537 $ 32,795,945 $ 26,880,970 Unrealized depreciation ......................... (13,502,704) (9,858,067) (6,885,901) ------------ -------------- ------------ Net unrealized appreciation (depreciation) ...... $ 18,634,833 $ 22,937,878 $ 19,995,069 ============ ============== ============ Distributable earnings - undistributed tax exempt income ....................................... $ 812,247 $ 1,369,825 $ 937,242 ============ ============== ============ Net investment income differs for financial statement and tax purposes primarily due to differing treatments 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. 182 | Annual Report 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, 2010, were as follows: FRANKLIN FRANKLIN FRANKLIN ALABAMA FLORIDA GEORGIA TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND ------------ -------------- ------------ Purchases ....................................... $46,408,299 $118,363,551 $118,967,737 Sales ........................................... $21,540,512 $202,597,855 $ 39,888,020 FRANKLIN FRANKLIN FRANKLIN KENTUCKY LOUISIANA MARYLAND TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND ------------ -------------- ------------ Purchases ....................................... $27,397,145 $77,026,464 $129,006,033 Sales ........................................... $14,437,810 $15,271,677 $ 42,986,097 FRANKLIN FRANKLIN FRANKLIN MISSOURI NORTH CAROLINA VIRGINIA TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND ------------ -------------- ------------ Purchases ....................................... $224,289,774 $274,004,808 $189,334,402 Sales ........................................... $ 51,130,324 $ 89,095,052 $ 42,265,694 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, and 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 The Funds, together with other U.S. registered and foreign investment funds (collectively "Borrowers"), managed by Franklin Templeton Investments, are borrowers in a 364-day joint syndicated senior unsecured credit facility totaling $750 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. On January 22, 2010, the Funds renewed the Global Credit Facility for a total of $750 million, maturing January 21, 2011. Annual Report | 183 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 their relative share of the aggregate net assets of all of the Borrowers, including an annual commitment fee of 0.10% based upon the unused portion of the Global Credit Facility, which is reflected in other expenses on the Statements of Operations. During the year ended February 28, 2010, the Funds did not utilize the Global Credit Facility. 8. FAIR VALUE MEASUREMENTS The Funds follow a fair value hierarchy that distinguishes between market data obtained from independent sources (observable inputs) and the Funds' own market assumptions (unobservable inputs). These inputs are used in determining the value of the Funds' 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 Funds' 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, 2010, all of the Funds' investments in securities carried at fair value were in Level 2 inputs. 9. NEW ACCOUNTING PRONOUNCEMENTS In January 2010, the Financial Accounting Standards Board issued Accounting Standards Update No. 2010-6, FAIR VALUE MEASUREMENTS AND DISCLOSURES (TOPIC 820): IMPROVING DISCLOSURES ABOUT FAIR VALUE MEASUREMENTS, which enhances and clarifies existing fair value measurement disclosure requirements and is effective for interim and annual periods beginning after December 15, 2009. The Funds are currently evaluating the impact, if any, of applying this provision. 10. SUBSEQUENT EVENTS The Funds have evaluated subsequent events through the issuance of the financial statements and determined that no events have occurred that require disclosure. 184 | Annual Report Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) ABBREVIATIONS SELECTED PORTFOLIO ACA - American Capital Access Holdings Inc. ACES - Adjustable Convertible Exempt Security 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. GARB - 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 MF - Multi-Family MFHR - Multi-Family Housing Revenue MFMR - Multi-Family Mortgage Revenue MFR - Multi-Family Revenue NATL - National Public Financial Guarantee Corp. 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 Annual Report | 185 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 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, 2010, 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, 2010 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP San Francisco, California April 16, 2010 186 | 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, 2010. A portion of the Fund's exempt-interest dividends may be subject to the federal alternative minimum tax. In January 2011, shareholders will be notified of amounts for use in preparing their 2010 income tax returns. Annual Report | 187 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 133 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). SAM GINN (1937) Trustee Since 2007 110 ICO Global Communications One Franklin Parkway (Holdings) Limited (satellite San Mateo, CA 94403-1906 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 133 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). FRANK W.T. LAHAYE (1929) Trustee Since 1984 109 None One Franklin Parkway 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). 188 | 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 - ----------------------------- --------------- ------------------- ----------------------- -------------------------------------- J. MICHAEL LUTTIG (1954) Trustee Since 141 Boeing Capital Corporation (aircraft One Franklin Parkway December 2009 financing). San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Executive Vice President, General Counsel and member of Executive Council, The Boeing Company; and FORMERLY, Federal Appeals Court Judge, U.S. Court of Appeals for the Fourth Circuit (1991-2006). FRANK A. OLSON (1932) Trustee Since 2005 133 Hess Corporation (exploration and One Franklin Parkway refining of oil and gas). San Mateo, CA 94403-1906 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 141 Cbeyond (business communications One Franklin Parkway provider). 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 110 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 133 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 41 of the investment companies in Franklin Templeton Investments. Annual Report | 189 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 89 None One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director, President and Chief Executive Officer, Franklin Resources, 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 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. 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 San Mateo, CA 94403-1906 Officer and 2004 and Vice Vice President President - AML - AML Compliance since Compliance 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 45 of the investment companies in Franklin Templeton Investments; and FORMERLY, Director of Compliance, Franklin Resources, Inc. (1994-2001). LAURA F. FERGERSON (1962) Chief Since 2009 Not Applicable Not Applicable One Franklin Parkway Executive San Mateo, CA 94403-1906 Officer - Finance and Administration PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Vice President, Franklin Templeton Services, LLC; officer of 45 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). GASTON GARDEY (1967) Treasurer, Since 2009 Not Applicable Not Applicable One Franklin Parkway Chief Financial San Mateo, CA 94403-1906 Officer and Chief Accounting Officer PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director Fund Accounting, Franklin Templeton Investments; and officer of 27 of the investment companies in Franklin Templeton Investments. 190 | 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 - ----------------------------- --------------- ------------------- ----------------------- -------------------------------------- ALIYA S. GORDON (1973) Vice President Since 2009 Not Applicable Not Applicable One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Associate General Counsel, Franklin Templeton Investments; officer of 45 of the investment companies in Franklin Templeton Investments; and FORMERLY, Litigation Associate Counsel at Steefel, Levitt & Weiss, LLP (2000-2004). 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 may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 45 of the investment companies in Franklin Templeton Investments. STEVEN J. GRAY (1955) Vice President Since August Not Applicable Not Applicable One Franklin Parkway 2009 San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Associate General Counsel, Franklin Templeton Investments; Vice President, Franklin Templeton Distributors, Inc.; and officer of 45 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 43 of the investment companies in Franklin Templeton Investments. ROBERT C. ROSSELOT (1960) Vice President Since Not Applicable Not Applicable 500 East Broward Blvd. August 2009 Suite 2100 Fort Lauderdale, FL 33394-3091 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Associate General Counsel, Franklin Templeton Investments; Assistant Secretary, Franklin Resources, Inc.; Vice President and Secretary, Templeton Investment Counsel, LLC; Vice President, Secretary and Trust Officer, Fiduciary Trust International of the South; and officer of 45 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 45 of the investment companies in Franklin Templeton Investments. Annual Report | 191 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 45 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. 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. 192 | Annual Report Franklin Tax-Free Trust SHAREHOLDER INFORMATION BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT At a meeting held February 23, 2010, 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 to U.S. mutual funds and other accounts, 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. 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 Annual Report | 193 Franklin Tax-Free Trust SHAREHOLDER INFORMATION (CONTINUED) BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) 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 management's conservative approach and diligent risk management procedures, including continuous monitoring of counterparty credit risk and attention given to derivatives and other complex instruments. The Board also took into account, among other things, management's efforts in establishing a 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 as evidenced by its subsidization of money market funds. The Board also noted management's efforts to minimize any negative impact on the nature and quality of services provided the Funds arising from Franklin Templeton Investments' implementation of a hiring freeze and employee reductions in response to market conditions during the latter part of 2008 and early 2009. 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 reports prepared for each individual Fund showed its investment performance or that of its Class A shares for a Fund having multiple share classes, in 194 | Annual Report Franklin Tax-Free Trust SHAREHOLDER INFORMATION (CONTINUED) BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) comparison to a performance universe selected by Lipper. Comparative performance for each Fund was shown for the one-year period ended December 31, 2009, 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 in the upper half of its Lipper performance universe during 2009, with most being in the highest or second-highest quintile of such universe during such year and for the previous three-, five- and 10-year periods as well. The Lipper reports showed the total return for many of such Funds was below the median of their performance universe during 2009, but that the total return of all such Funds was good on a long-term basis with each having total returns above the median of its respective performance universe during the previous five- and 10-year periods on an annualized basis. Management explained that the one-year relative total return performance of the Funds reflected management's conservative strategy of not utilizing leverage or derivatives or using high yield debt in investment-grade funds, which types of instruments had performed well in the 2009 market recovery. The Board expressed satisfaction with such performance, noting management's explanation and the fact 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 information taken from each fund's most recent annual report, which reflects historical asset levels that may be quite different from those currently existing, particularly in a period of market volatility. While recognizing such inherent limitation and the fact that expense ratios generally increase as assets decline and decrease as assets grow, the Board believed the independent analysis conducted by Lipper to be 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 its respective Lipper expense group, with the exception of Franklin Kentucky Tax-Free Income Fund whose fee rate was less than five basis points above its expense group median. The Lipper reports further showed that the actual total expense rates for all Funds were below the median 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. Annual Report | 195 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, 2009, being the most recent fiscal year-end for Franklin Resources, Inc., the Manager's parent. 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 review the reasonableness of the allocation methodologies solely for use by the Funds' Board 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 are shared with each of these Funds and their shareholders through management fee breakpoints 196 | Annual Report Franklin Tax-Free Trust SHAREHOLDER INFORMATION (CONTINUED) BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) existing in each of the Fund's 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; 0.50% 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 provides 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 | 197 This page intentionally left blank. This page intentionally left blank. This page intentionally left blank. Franklin Templeton Funds LITERATURE REQUEST. TO RECEIVE A 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. 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 Quest Fund(2) Mutual Recovery Fund(3) Mutual Shares Fund BLEND Franklin Focused Core Equity Fund Franklin Large Cap Equity Fund Franklin Rising Dividends Fund GROWTH Franklin DynaTech Fund Franklin Flex Cap Growth Fund Franklin Growth Fund Franklin Growth Opportunities Fund Franklin Small Cap Growth Fund Franklin Small-Mid Cap Growth Fund SECTOR Franklin Biotechnology Discovery Fund Franklin Global Real Estate Fund Franklin Gold & Precious Metals Fund Franklin Natural Resources Fund Franklin Real Estate Securities Fund Franklin Utilities Fund Mutual Financial Services Fund GLOBAL Mutual Global Discovery Fund(4) Templeton Global Long-Short Fund(5) 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 Mutual International 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(6) Franklin Floating Rate Daily Access Fund Franklin High Income Fund Franklin Limited Maturity U.S. Government Securities Fund(6) 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(6) Templeton Global Bond Fund Templeton Global Total Return Fund Templeton International Bond Fund TAX-FREE INCOME(7) NATIONAL Double Tax-Free Income Fund Federal Tax-Free Income Fund High Yield Tax-Free Income Fund Insured Tax-Free Income Fund(8) LIMITED-/INTERMEDIATE-TERM 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(9) Colorado Connecticut Florida Georgia Kentucky Louisiana Maryland Massachusetts(10) Michigan(10) Minnesota(10) Missouri New Jersey New York(9) North Carolina Ohio(10) Oregon Pennsylvania Tennessee Virginia INSURANCE FUNDS Franklin Templeton Variable Insurance Products Trust(11) (1.) The fund is closed to new investors. Existing shareholders and select retirement plans can continue adding to their accounts. (2.) Effective 5/1/09, Mutual Qualified Fund changed its name to Mutual Quest Fund. The fund's investment goal and strategy remained unchanged. (3.) 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. (4.) Effective 5/1/09, Mutual Discovery Fund changed its name to Mutual Global Discovery Fund. The fund's investment goal and strategy remained unchanged. (5.) Effective 12/18/09, this fund is closed to new investors, pending a proposal to merge the fund into Templeton World Fund. Existing shareholders may continue to make additional investments until shortly before the completion of the transaction, expected in April 2010. (6.) An investment in the fund is neither insured nor guaranteed by the U.S. government or by any other entity or institution. (7.) For investors subject to the alternative minimum tax, a small portion of fund dividends may be taxable. Distributions of capital gains are generally taxable. (8.) The fund invests primarily in insured municipal securities. (9.) These funds are available in three or more variations, including long-term portfolios, intermediate-term portfolios, portfolios of insured securities, a high-yield portfolio (CA only) and a money market portfolio (CA only). (10.) The Board of Trustees approved the elimination of the non-fundamental policy requiring the fund to invest at least 80% of net assets in insured municipal securities and the removal of the word "Insured" from the fund name. The changes became effective 2/15/09. (11.) The funds of the Franklin Templeton Variable Insurance Products Trust are generally available only through insurance company variable contracts. 02/10 Not part of the annual report (FRANKLIN TEMPLETON INVESTMENTS(R) LOGO) One Franklin Parkway San Mateo, CA 94403-1906 SIGN UP FOR ELECTRONIC DELIVERY on franklintempleton.com 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 summary prospectus and/or prospectus. Investors should carefully consider a fund's investment goals, risks, charges and expenses before investing. A prospectus contains this and other information; please read it carefully before investing. To 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 A 04/10 FEBRUARY 28, 2010 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 ELECTRONIC DELIVERY on franklintempleton.com (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 Arizona Tax-Free Income Fund .................................... 7 Franklin Colorado Tax-Free Income Fund ................................... 18 Franklin Connecticut Tax-Free Income Fund ................................ 28 Franklin Double Tax-Free Income Fund ..................................... 38 Franklin Federal Intermediate-Term Tax-Free Income Fund .................. 47 Franklin Federal Limited-Term Tax-Free Income Fund ....................... 56 Franklin High Yield Tax-Free Income Fund ................................. 63 Franklin New Jersey Tax-Free Income Fund ................................. 73 Franklin Oregon Tax-Free Income Fund ..................................... 83 Franklin Pennsylvania Tax-Free Income Fund ............................... 93 Financial Highlights and Statements of Investments ....................... 104 Financial Statements ..................................................... 229 Notes to Financial Statements ............................................ 243 Report of Independent Registered Public Accounting Firm .................. 264 Tax Designation .......................................................... 265 Board Members and Officers ............................................... 266 Shareholder Information .................................................. 271 Shareholder Letter Dear Shareholder: In the third and fourth quarters of 2009, U.S. economic activity improved compared with the second quarter. Although many observers considered the global recession over, most economists warned that growth would be sluggish as consumers and the financial system continued to climb out of debt. The federal funds target rate remained unchanged over the period at a historically low range of 0% to 0.25%; however, the Federal Reserve Board (Fed) was very active and employed other strategies to help stem the crisis, resulting in a substantial increase in its balance sheet. The Fed established various lending and liquidity facilities and through quantitative easing purchased mortgage securities and Treasuries, all in an effort to encourage long-term interest rates to move lower. In testimony to Congress in February, Chairman Bernanke once again stated that short-term rates are likely to remain exceptionally low for an extended period until the Fed feels a dependable economic recovery has taken hold. Most major financial markets showed signs of recovery, and equity markets staged a strong rally since March 2009. As financial markets moved off their lows, commodity prices rebounded. Overall inflation, however, remained tame. Chairman Bernanke began to prepare markets for the unwinding of the Fed's accommodative policy and the exit strategy for its lending and liquidity facilities. On February 18, the Fed raised the largely symbolic discount rate to 0.75%. This first tightening move was designed to encourage banks to borrow short-term funds from money markets rather than the central bank. NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE Not part of the annual report | 1 The municipal bond market experienced a healthy rebound in the 12-month period ended February 28, 2010; the Barclays Capital (BC) Municipal Bond Index returned +9.98% and securities with maturities 22 years and longer, which make up a substantial portion of our portfolios, returned +16.61%.(1) Although it looked as if the banking and financial crisis may have turned the corner and economic recovery was under way, we think a note of caution is warranted. We believe such areas of the economy as employment, housing, state and local government budgets, and the finance and banking sector will continue to face challenges and show signs of pressure for an indefinite period. We believe it is especially important during uncertain 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 risk tolerance. We firmly believe that most people benefit from professional advice, and that advice is invaluable as investors navigate changing market conditions. Franklin Tax-Free Trust's annual report goes into greater detail about municipal bond market conditions during the period. In addition, you will find performance data, financial information and discussions from the portfolio managers. Please remember that all securities markets fluctuate, as do mutual fund share prices. Municipal bonds can 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. (1.) Source: (C) 2010 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. To be included in the index, bonds must be fixed rate, have at least one year to final maturity and be rated investment grade (Baa3/BBB- or higher) by at least two of the following agencies: Moody's, Standard & Poor's or Fitch. 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 Please check our website at franklintempleton.com for special portfolio manager commentary. 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, 2010. 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 During the 12-month period ended February 28, 2010, the municipal bond market delivered a strong +9.98% total return as measured by the Barclays Capital (BC) Municipal Bond Index.(1) The municipal bond market rebounded after suffering one of its worst performance years in 2008. In contrast, the U.S. Treasury market trailed the tax-exempt market during this reporting period with a +1.83% total return as measured by the BC U.S. Treasury Index.(2) Different factors helped revive consumer and investor confidence during this reporting period including federal fiscal stimulus measures. The initial influx of capital infused the market with promise. Encouraged by these measures, investors cautiously began to move assets from money market instruments toward long-term investments seeking to maximize income opportunities. The tax-exempt market fared well as investors focused on the municipal bond market's attractive after-tax yields. Despite budgetary pressures at state and local levels and concerns regarding some issuers' abilities to repay debt, municipal bond mutual funds received record net inflows in 2009. In addition, because nearly all municipal bond insurers were downgraded, many municipalities brought new issues to market based on their own financial strength and credit ratings. As a result, yield spreads between higher quality and lower grade credits widened, as opposed to previous reporting periods when AAA-rated insured bonds dominated new issuance. A recent Moody's Investors Service report bolstered the case for municipal issuers. The study showed a less than 1.00% default rate for all municipal bonds issued from 1970 through 2009 and higher recovery on average than for corporate issuers, which helped remind investors of the asset class's underlying credit strength. Investor interest also increased for lower investment-grade and speculative-grade issues during the reporting period, which drove the BC Baa Municipal Bond Index up 19.56%, compared with the BC Aaa Municipal Bond Index's +6.98% total return.(3) (1.) Source: (C) 2010 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. To be included in the index, bonds must be fixed rate, have at least one year to final maturity and be rated investment grade (Baa3/BBB- or higher) by at least two of the following agencies: Moody's, Standard & Poor's or Fitch. (2.) Source: (C) 2010 Morningstar. The BC U.S. Treasury Index is the U.S. Treasury component of the U.S. Government Index and covers public obligations of the U.S. Treasury with a remaining maturity of one year or more. (3.) Source: (C) 2010 Morningstar. The BC Baa Municipal Bond Index is the Baa credit quality component of the BC Municipal Bond Index. The BC Aaa Municipal Bond Index is the Aaa credit quality component of the BC Municipal Bond Index. 4 | Annual Report Further aiding positive municipal bond performance during the reporting period was the prospect of rising taxes, lower new tax-exempt issuance and fewer tax shelters. In February 2009, the American Recovery and Reinvestment Act was signed into law, which allowed municipalities to issue taxable bonds and receive a 35% federal government subsidy for all coupon payments distributed to investors for the life of the bond. This rebate allowed municipalities to borrow significantly below their after-tax cost in the traditional tax-exempt municipal bond market. The success of this "Build America Bonds" program exceeded expectations as it enticed taxable bond investors to these municipal products. The Obama administration recently proposed continuing the program beyond 2010 but reducing the subsidy to 28% and expanding permissible uses. Historically, a large supply of issuance can be detrimental to municipal bond market performance; however, this was not the case during this reporting period. Although 2009's $409 billion in total issuance surpassed the previous year's, the popularity of Build America Bonds helped drive the municipal bond market's strong total returns.(4) The taxable bonds accounted for approximately 20% of long-term issuance, which reduced the supply of available municipal bonds for traditional, tax-exempt investors.(5) Solid demand for tax-exempt bonds drove municipal bond prices higher. We think these new, subsidized, taxable municipal bonds are likely to restrain future supply of tax-exempt municipal bonds as long as the government permits their use. Given the various ratings changes, the relatively steep yield curve, and the reduced tax-exempt supply during the reporting period, we looked for opportunities to keep the portfolios fully invested in longer term bonds, which helped support the 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. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS AND OPINIONS AS OF FEBRUARY 28, 2010. 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. (4.) Source: Thomson Reuters, THE BOND BUYER, 2/9/10. (5.) Source: Municipal Securities Rulemaking Board, "Build America Bond Issuance and Trade Activity, 2009," February 2010. Annual Report | 5 Investment Strategy and Manager's Discussion We use a consistent, disciplined strategy in an effort to maximize tax-exempt income for our shareholders by seeking to maintain exposure to higher coupon securities. We generally employ a buy-and-hold approach and invest in securities we believe should provide the most relative value in the market. As we invest during different interest rate environments, each Fund's portfolio becomes progressively more 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 help 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 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 continued 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, 2010, 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 2/28/10 % OF TOTAL RATINGS LONG-TERM INVESTMENTS** - ------- ----------------------- AAA 9.0% AA 38.4% A 20.2% BBB 20.2% Below Investment Grade 0.5% Not Rated by S&P 11.7% * 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. The letter ratings are provided to indicate the creditworthiness of the Fund's bond holdings and generally can range from AAA or Aaa (highest) to Below Investment Grade (lowest). ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa 0.4% 3.0% AA or Aa -- 0.2% A 2.4% 2.1% BBB or Baa 1.5% 1.4% Below Investment Grade -- 0.7% --- --- Total 4.3% 7.4% We are pleased to bring you Franklin Arizona Tax-Free Income Fund's annual report for the fiscal year ended February 28, 2010. 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 $10.18 on February 28, 2009, to $10.78 on February 28, 2010. The (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 108. Annual Report | 7 DIVIDEND DISTRIBUTIONS* Franklin Arizona Tax-Free Income Fund DIVIDEND PER SHARE ---------------------------------------------------- MONTH CLASS A CLASS B CLASS C ADVISOR CLASS - ----- ---------- ---------- ---------- ------------- March 2009 4.06 cents 3.60 cents 3.60 cents 4.14 cents April 2009 4.06 cents 3.60 cents 3.60 cents 4.14 cents May 2009 4.06 cents 3.60 cents 3.60 cents 4.14 cents June 2009 4.06 cents 3.57 cents 3.57 cents 4.14 cents July 2009 4.06 cents 3.57 cents 3.57 cents 4.14 cents August 2009 4.06 cents 3.57 cents 3.57 cents 4.14 cents September 2009 4.06 cents 3.59 cents 3.57 cents 4.14 cents October 2009 4.06 cents 3.59 cents 3.57 cents 4.14 cents November 2009 4.06 cents 3.59 cents 3.57 cents 4.14 cents December 2009 4.00 cents 3.50 cents 3.49 cents 4.10 cents January 2010 4.00 cents 3.50 cents 3.49 cents 4.10 cents February 2010 4.00 cents 3.50 cents 3.49 cents 4.10 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. Fund's Class A shares paid dividends totaling 48.49 cents per share for the same period.(2) The Performance Summary beginning on page 11 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 4.00 cent per share dividend and the maximum offering price of $11.26 on February 28, 2010. An investor in the 2010 maximum combined effective federal and Arizona personal income tax bracket of 37.95% would need to earn a distribution rate of 6.87% 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. During the year under review, renewed investor interest in municipal bonds and limited new-issue supply tended to reduce the Fund's income, which caused dividends to decline slightly. STATE UPDATE Arizona faced ongoing economic and financial stress during the 12 months under review, which contributed to weak revenue performance, significant (2.) All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. 8 | Annual Report budget deficits and imbalance, and tightening liquidity. Although the state has a history of positive ending fund balances, it depleted reserves as part of its efforts to balance the budget. Other measures included one-time resources such as deficit bonds. During Arizona's fiscal year 2009, individual, corporate and sales tax revenues declined significantly, and the state was forced to address mid-year budget gaps using some spending cuts, but largely through more federal stimulus funds than originally anticipated, education aid payment deferrals and fund transfers, including draining the remaining budget stabilization fund. Despite these measures, an additional fiscal year 2009 gap emerged, which led to expenditure reductions, more federal stimulus funds, and debt issuance for budget relief as revenues continued to shrink. Although considerable population growth over the past several years benefited Arizona's economy and finances, it also pressured the budget due to educational, health and human services, and public safety costs. Arizona's economy has slowed significantly, and job losses outpaced the national rate, in large part due to a weak housing sector, which hurt the state's construction sector. As of February 2010, the state's unemployment rate was 9.5%, compared to the 9.7% national rate.(3) Arizona does not issue general obligation bonds, but instead issues appropriation-backed lease debt and revenue bonds, and its debt levels remained near national state debt medians. State net tax-supported debt per capita was $688, compared with the $739 national median, while debt as a percentage of personal income was equal to the national median at 2.1%.4 Debt levels were expected to increase as the state planned to issue additional bonds for budget relief. In December, independent credit rating agency Moody's Investors Service downgraded Arizona's issuer rating to A1 from Aa3 with a negative outlook.(5) The rating and outlook reflected the state's struggle with a serious economic slowdown, which, combined with tax reductions implemented in 2007 and various spending mandates, contributed to ongoing fiscal challenges and tightening liquidity. (3.) Source: Bureau of Labor Statistics. (4.) Source: Standard & Poor's, "U.S. Public Finance Report Card: 2009 State Debt Review: Significant Challenges Lie Ahead," 12/16/09. (5.) This does not indicate Moody's rating of the Fund. PORTFOLIO BREAKDOWN Franklin Arizona Tax-Free Income Fund 2/28/10 % OF TOTAL LONG-TERM INVESTMENTS* --------------------- Utilities 19.5% Hospital & Health Care 18.2% Prerefunded 18.2% Higher Education 10.5% Subject to Government Appropriations 10.4% Other Revenue 7.3% Tax-Supported 6.6% General Obligation 4.7% Transportation 3.9% Housing 0.7% * Does not include short-term investments and other net assets. Annual Report | 9 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, 2010, 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. 10 | Annual Report Performance Summary as of 2/28/10 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 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.60 $ 10.78 $ 10.18 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.4849 CLASS B (SYMBOL: FBAZX) CHANGE 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.61 $ 10.85 $ 10.24 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.4272 CLASS C (SYMBOL: FAZIX) CHANGE 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.62 $ 10.91 $ 10.29 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.4263 ADVISOR CLASS (SYMBOL: N/A) CHANGE 2/28/10 2/28/09 - --------------------------- ------ ------- ------- Net Asset Value (NAV) +$0.62 $ 10.80 $ 10.18 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.4951 Annual Report | 11 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) +10.84% +19.84% +66.83% Average Annual Total Return(2) +6.15% +2.78% +4.79% Avg. Ann. Total Return (3/31/10)(3) +6.33% +2.89% +4.55% Distribution Rate(4) 4.26% Taxable Equivalent Distribution Rate(5) 6.87% 30-Day Standardized Yield(6) 3.48% Taxable Equivalent Yield(5) 5.61% Total Annual Operating Expenses(7) 0.62% CLASS B 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------- Cumulative Total Return(1) +10.28% +16.61% +60.14% Average Annual Total Return(2) +6.28% +2.78% +4.82% Avg. Ann. Total Return (3/31/10)(3) +6.49% +2.86% +4.58% Distribution Rate(4) 3.86% Taxable Equivalent Distribution Rate(5) 6.22% 30-Day Standardized Yield(6) 3.06% Taxable Equivalent Yield(5) 4.93% Total Annual Operating Expenses(7) 1.17% CLASS C 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------- Cumulative Total Return(1) +10.32% +16.59% +58.08% Average Annual Total Return(2) +9.32% +3.12% +4.69% Avg. Ann. Total Return (3/31/10)(3) +9.42% +3.21% +4.44% Distribution Rate(4) 3.83% Taxable Equivalent Distribution Rate(5) 6.17% 30-Day Standardized Yield(6) 3.09% Taxable Equivalent Yield(5) 4.98% Total Annual Operating Expenses(7) 1.17% ADVISOR CLASS(8) 1-YEAR 5-YEAR 10-YEAR - ---------------- ------ ------ ------- Cumulative Total Return(1) +11.15% +20.24% +67.39% Average Annual Total Return(2) +11.15% +3.76% +5.29% Avg. Ann. Total Return (3/31/10)(3) +11.36% +3.86% +5.04% Distribution Rate(4) 4.54% Taxable Equivalent Distribution Rate(5) 7.32% 30-Day Standardized Yield(6) 3.74% Taxable Equivalent Yield(5) 6.03% 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, GO TO franklintempleton.com OR CALL (800) 342-5236. 12 | 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 2/28/10 - ------- ------- 1-Year +6.15% 5-Year +2.78% 10-Year +4.79% CLASS A (3/1/00-2/28/10) (PERFORMANCE GRAPH) FRANKLIN ARIZONA BARCLAYS CAPITAL TAX-FREE INCOME MUNICIPAL BOND DATE FUND - CLASS A INDEX CPI - ---------- ---------------- ---------------- ------- 3/1/2000 $ 9,575 $10,000 $10,000 3/31/2000 $ 9,804 $10,218 $10,082 4/30/2000 $ 9,748 $10,158 $10,088 5/31/2000 $ 9,692 $10,105 $10,100 6/30/2000 $ 9,924 $10,373 $10,153 7/31/2000 $10,064 $10,518 $10,177 8/31/2000 $10,224 $10,680 $10,177 9/30/2000 $10,172 $10,624 $10,230 10/31/2000 $10,277 $10,740 $10,247 11/30/2000 $10,341 $10,821 $10,253 12/31/2000 $10,531 $11,089 $10,247 1/31/2001 $10,576 $11,198 $10,312 2/28/2001 $10,609 $11,234 $10,353 3/31/2001 $10,688 $11,334 $10,377 4/30/2001 $10,588 $11,212 $10,418 5/31/2001 $10,675 $11,332 $10,465 6/30/2001 $10,779 $11,408 $10,483 7/31/2001 $10,969 $11,577 $10,453 8/31/2001 $11,106 $11,768 $10,453 9/30/2001 $11,050 $11,729 $10,501 10/31/2001 $11,098 $11,868 $10,465 11/30/2001 $10,940 $11,768 $10,448 12/31/2001 $10,846 $11,657 $10,406 1/31/2002 $10,964 $11,859 $10,430 2/28/2002 $11,100 $12,002 $10,471 3/31/2002 $10,903 $11,767 $10,530 4/30/2002 $11,065 $11,997 $10,589 5/31/2002 $11,103 $12,070 $10,589 6/30/2002 $11,200 $12,197 $10,595 7/31/2002 $11,344 $12,354 $10,607 8/31/2002 $11,475 $12,503 $10,642 9/30/2002 $11,744 $12,776 $10,660 10/31/2002 $11,517 $12,565 $10,677 11/30/2002 $11,455 $12,512 $10,677 12/31/2002 $11,675 $12,776 $10,654 1/31/2003 $11,636 $12,744 $10,701 2/28/2003 $11,797 $12,922 $10,783 3/31/2003 $11,817 $12,930 $10,848 4/30/2003 $11,896 $13,015 $10,824 5/31/2003 $12,183 $13,320 $10,807 6/30/2003 $12,176 $13,263 $10,819 7/31/2003 $11,750 $12,799 $10,830 8/31/2003 $11,842 $12,895 $10,872 9/30/2003 $12,190 $13,274 $10,907 10/31/2003 $12,152 $13,207 $10,895 11/30/2003 $12,298 $13,345 $10,866 12/31/2003 $12,416 $13,455 $10,854 1/31/2004 $12,554 $13,532 $10,907 2/29/2004 $12,745 $13,736 $10,966 3/31/2004 $12,726 $13,688 $11,037 4/30/2004 $12,386 $13,364 $11,072 5/31/2004 $12,310 $13,315 $11,137 6/30/2004 $12,368 $13,364 $11,172 7/31/2004 $12,601 $13,540 $11,154 8/31/2004 $12,858 $13,811 $11,160 9/30/2004 $12,953 $13,884 $11,184 10/31/2004 $13,081 $14,004 $11,243 11/30/2004 $12,977 $13,888 $11,249 12/31/2004 $13,165 $14,058 $11,207 1/31/2005 $13,341 $14,189 $11,231 2/28/2005 $13,329 $14,142 $11,296 3/31/2005 $13,271 $14,053 $11,384 4/30/2005 $13,495 $14,274 $11,461 5/31/2005 $13,606 $14,375 $11,449 6/30/2005 $13,679 $14,464 $11,455 7/31/2005 $13,607 $14,399 $11,508 8/31/2005 $13,620 $14,544 $11,567 9/30/2005 $13,522 $14,446 $11,708 10/31/2005 $13,423 $14,359 $11,731 11/30/2005 $13,475 $14,428 $11,637 12/31/2005 $13,611 $14,552 $11,590 1/31/2006 $13,619 $14,591 $11,678 2/28/2006 $13,762 $14,689 $11,702 3/31/2006 $13,667 $14,588 $11,767 4/30/2006 $13,653 $14,583 $11,867 5/31/2006 $13,692 $14,648 $11,926 6/30/2006 $13,664 $14,592 $11,949 7/31/2006 $13,803 $14,766 $11,985 8/31/2006 $14,005 $14,985 $12,008 9/30/2006 $14,104 $15,089 $11,949 10/31/2006 $14,207 $15,184 $11,885 11/30/2006 $14,344 $15,311 $11,867 12/31/2006 $14,306 $15,257 $11,885 1/31/2007 $14,268 $15,217 $11,921 2/28/2007 $14,457 $15,418 $11,985 3/31/2007 $14,409 $15,380 $12,094 4/30/2007 $14,447 $15,426 $12,172 5/31/2007 $14,369 $15,357 $12,247 6/30/2007 $14,301 $15,278 $12,270 7/31/2007 $14,393 $15,396 $12,267 8/31/2007 $14,273 $15,330 $12,245 9/30/2007 $14,483 $15,557 $12,279 10/31/2007 $14,551 $15,626 $12,305 11/30/2007 $14,575 $15,726 $12,378 12/31/2007 $14,640 $15,769 $12,370 1/31/2008 $14,745 $15,968 $12,431 2/29/2008 $13,934 $15,237 $12,467 3/31/2008 $14,434 $15,672 $12,575 4/30/2008 $14,634 $15,856 $12,652 5/31/2008 $14,771 $15,952 $12,758 6/30/2008 $14,563 $15,771 $12,887 7/31/2008 $14,535 $15,831 $12,954 8/31/2008 $14,672 $16,017 $12,903 9/30/2008 $13,867 $15,265 $12,885 10/31/2008 $13,620 $15,110 $12,755 11/30/2008 $13,589 $15,158 $12,510 12/31/2008 $13,688 $15,379 $12,381 1/31/2009 $14,163 $15,942 $12,435 2/28/2009 $14,413 $16,025 $12,497 3/31/2009 $14,390 $16,028 $12,527 4/30/2009 $14,786 $16,349 $12,558 5/31/2009 $15,016 $16,522 $12,595 6/30/2009 $14,917 $16,367 $12,703 7/31/2009 $15,076 $16,641 $12,683 8/31/2009 $15,365 $16,925 $12,711 9/30/2009 $16,016 $17,532 $12,719 10/31/2009 $15,700 $17,164 $12,731 11/30/2009 $15,729 $17,306 $12,740 12/31/2009 $15,816 $17,365 $12,718 1/31/2010 $15,862 $17,455 $12,761 2/28/2010 $15,970 $17,624 $12,764 AVERAGE ANNUAL TOTAL RETURN CLASS B 2/28/10 - ------- ------- 1-Year +6.28% 5-Year +2.78% 10-Year +4.82% CLASS B (3/1/00-2/28/10) (PERFORMANCE GRAPH) FRANKLIN ARIZONA BARCLAYS CAPITAL TAX-FREE INCOME MUNICIPAL BOND DATE FUND - CLASS B INDEX CPI - ---------- ---------------- ---------------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,234 $10,218 $10,082 4/30/2000 $10,181 $10,158 $10,088 5/31/2000 $10,117 $10,105 $10,100 6/30/2000 $10,354 $10,373 $10,153 7/31/2000 $10,504 $10,518 $10,177 8/31/2000 $10,665 $10,680 $10,177 9/30/2000 $10,607 $10,624 $10,230 10/31/2000 $10,711 $10,740 $10,247 11/30/2000 $10,783 $10,821 $10,253 12/31/2000 $10,965 $11,089 $10,247 1/31/2001 $11,008 $11,198 $10,312 2/28/2001 $11,037 $11,234 $10,353 3/31/2001 $11,124 $11,334 $10,377 4/30/2001 $11,004 $11,212 $10,418 5/31/2001 $11,099 $11,332 $10,465 6/30/2001 $11,202 $11,408 $10,483 7/31/2001 $11,393 $11,577 $10,453 8/31/2001 $11,530 $11,768 $10,453 9/30/2001 $11,467 $11,729 $10,501 10/31/2001 $11,511 $11,868 $10,465 11/30/2001 $11,353 $11,768 $10,448 12/31/2001 $11,240 $11,657 $10,406 1/31/2002 $11,357 $11,859 $10,430 2/28/2002 $11,503 $12,002 $10,471 3/31/2002 $11,283 $11,767 $10,530 4/30/2002 $11,455 $11,997 $10,589 5/31/2002 $11,478 $12,070 $10,589 6/30/2002 $11,584 $12,197 $10,595 7/31/2002 $11,727 $12,354 $10,607 8/31/2002 $11,845 $12,503 $10,642 9/30/2002 $12,127 $12,776 $10,660 10/31/2002 $11,888 $12,565 $10,677 11/30/2002 $11,819 $12,512 $10,677 12/31/2002 $12,039 $12,776 $10,654 1/31/2003 $11,994 $12,744 $10,701 2/28/2003 $12,165 $12,922 $10,783 3/31/2003 $12,167 $12,930 $10,848 4/30/2003 $12,243 $13,015 $10,824 5/31/2003 $12,532 $13,320 $10,807 6/30/2003 $12,519 $13,263 $10,819 7/31/2003 $12,078 $12,799 $10,830 8/31/2003 $12,167 $12,895 $10,872 9/30/2003 $12,517 $13,274 $10,907 10/31/2003 $12,472 $13,207 $10,895 11/30/2003 $12,616 $13,345 $10,866 12/31/2003 $12,730 $13,455 $10,854 1/31/2004 $12,866 $13,532 $10,907 2/29/2004 $13,055 $13,736 $10,966 3/31/2004 $13,030 $13,688 $11,037 4/30/2004 $12,677 $13,364 $11,072 5/31/2004 $12,604 $13,315 $11,137 6/30/2004 $12,658 $13,364 $11,172 7/31/2004 $12,889 $13,540 $11,154 8/31/2004 $13,145 $13,811 $11,160 9/30/2004 $13,235 $13,884 $11,184 10/31/2004 $13,360 $14,004 $11,243 11/30/2004 $13,247 $13,888 $11,249 12/31/2004 $13,433 $14,058 $11,207 1/31/2005 $13,605 $14,189 $11,231 2/28/2005 $13,587 $14,142 $11,296 3/31/2005 $13,534 $14,053 $11,384 4/30/2005 $13,743 $14,274 $11,461 5/31/2005 $13,848 $14,375 $11,449 6/30/2005 $13,917 $14,464 $11,455 7/31/2005 $13,837 $14,399 $11,508 8/31/2005 $13,844 $14,544 $11,567 9/30/2005 $13,739 $14,446 $11,708 10/31/2005 $13,633 $14,359 $11,731 11/30/2005 $13,678 $14,428 $11,637 12/31/2005 $13,809 $14,552 $11,590 1/31/2006 $13,812 $14,591 $11,678 2/28/2006 $13,951 $14,689 $11,702 3/31/2006 $13,848 $14,588 $11,767 4/30/2006 $13,828 $14,583 $11,867 5/31/2006 $13,860 $14,648 $11,926 6/30/2006 $13,826 $14,592 $11,949 7/31/2006 $13,960 $14,766 $11,985 8/31/2006 $14,157 $14,985 $12,008 9/30/2006 $14,262 $15,089 $11,949 10/31/2006 $14,346 $15,184 $11,885 11/30/2006 $14,491 $15,311 $11,867 12/31/2006 $14,433 $15,257 $11,885 1/31/2007 $14,388 $15,217 $11,921 2/28/2007 $14,571 $15,418 $11,985 3/31/2007 $14,516 $15,380 $12,094 4/30/2007 $14,547 $15,426 $12,172 5/31/2007 $14,476 $15,357 $12,247 6/30/2007 $14,388 $15,278 $12,270 7/31/2007 $14,474 $15,396 $12,267 8/31/2007 $14,347 $15,330 $12,245 9/30/2007 $14,564 $15,557 $12,279 10/31/2007 $14,611 $15,626 $12,305 11/30/2007 $14,642 $15,726 $12,378 12/31/2007 $14,687 $15,769 $12,370 1/31/2008 $14,799 $15,968 $12,431 2/29/2008 $13,972 $15,237 $12,467 3/31/2008 $14,474 $15,672 $12,575 4/30/2008 $14,675 $15,856 $12,652 5/31/2008 $14,811 $15,952 $12,758 6/30/2008 $14,604 $15,771 $12,887 7/31/2008 $14,575 $15,831 $12,954 8/31/2008 $14,710 $16,017 $12,903 9/30/2008 $13,906 $15,265 $12,885 10/31/2008 $13,656 $15,110 $12,755 11/30/2008 $13,622 $15,158 $12,510 12/31/2008 $13,725 $15,379 $12,381 1/31/2009 $14,200 $15,942 $12,435 2/28/2009 $14,450 $16,025 $12,497 3/31/2009 $14,430 $16,028 $12,527 4/30/2009 $14,827 $16,349 $12,558 5/31/2009 $15,055 $16,522 $12,595 6/30/2009 $14,959 $16,367 $12,703 7/31/2009 $15,118 $16,641 $12,683 8/31/2009 $15,409 $16,925 $12,711 9/30/2009 $16,062 $17,532 $12,719 10/31/2009 $15,743 $17,164 $12,731 11/30/2009 $15,774 $17,306 $12,740 12/31/2009 $15,861 $17,365 $12,718 1/31/2010 $15,903 $17,455 $12,761 2/28/2010 $16,014 $17,624 $12,764 Annual Report | 13 Performance Summary (CONTINUED) AVERAGE ANNUAL TOTAL RETURN CLASS C 2/28/10 - ------- ------- 1-Year +9.32% 5-Year +3.12% 10-Year +4.69% CLASS C (3/1/00-2/28/10) (PERFORMANCE GRAPH) FRANKLIN ARIZONA BARCLAYS CAPITAL TAX-FREE INCOME MUNICIPAL BOND DATE FUND - CLASS C INDEX CPI - ---------- ---------------- ---------------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,233 $10,218 $10,082 4/30/2000 $10,170 $10,158 $10,088 5/31/2000 $10,107 $10,105 $10,100 6/30/2000 $10,344 $10,373 $10,153 7/31/2000 $10,483 $10,518 $10,177 8/31/2000 $10,644 $10,680 $10,177 9/30/2000 $10,595 $10,624 $10,230 10/31/2000 $10,689 $10,740 $10,247 11/30/2000 $10,760 $10,821 $10,253 12/31/2000 $10,952 $11,089 $10,247 1/31/2001 $10,984 $11,198 $10,312 2/28/2001 $11,012 $11,234 $10,353 3/31/2001 $11,099 $11,334 $10,377 4/30/2001 $10,980 $11,212 $10,418 5/31/2001 $11,074 $11,332 $10,465 6/30/2001 $11,177 $11,408 $10,483 7/31/2001 $11,367 $11,577 $10,453 8/31/2001 $11,503 $11,768 $10,453 9/30/2001 $11,440 $11,729 $10,501 10/31/2001 $11,484 $11,868 $10,465 11/30/2001 $11,317 $11,768 $10,448 12/31/2001 $11,215 $11,657 $10,406 1/31/2002 $11,331 $11,859 $10,430 2/28/2002 $11,476 $12,002 $10,471 3/31/2002 $11,258 $11,767 $10,530 4/30/2002 $11,429 $11,997 $10,589 5/31/2002 $11,452 $12,070 $10,589 6/30/2002 $11,557 $12,197 $10,595 7/31/2002 $11,699 $12,354 $10,607 8/31/2002 $11,828 $12,503 $10,642 9/30/2002 $12,097 $12,776 $10,660 10/31/2002 $11,859 $12,565 $10,677 11/30/2002 $11,791 $12,512 $10,677 12/31/2002 $12,010 $12,776 $10,654 1/31/2003 $11,966 $12,744 $10,701 2/28/2003 $12,125 $12,922 $10,783 3/31/2003 $12,139 $12,930 $10,848 4/30/2003 $12,216 $13,015 $10,824 5/31/2003 $12,502 $13,320 $10,807 6/30/2003 $12,488 $13,263 $10,819 7/31/2003 $12,049 $12,799 $10,830 8/31/2003 $12,136 $12,895 $10,872 9/30/2003 $12,484 $13,274 $10,907 10/31/2003 $12,438 $13,207 $10,895 11/30/2003 $12,581 $13,345 $10,866 12/31/2003 $12,694 $13,455 $10,854 1/31/2004 $12,840 $13,532 $10,907 2/29/2004 $13,029 $13,736 $10,966 3/31/2004 $13,004 $13,688 $11,037 4/30/2004 $12,641 $13,364 $11,072 5/31/2004 $12,570 $13,315 $11,137 6/30/2004 $12,624 $13,364 $11,172 7/31/2004 $12,853 $13,540 $11,154 8/31/2004 $13,107 $13,811 $11,160 9/30/2004 $13,197 $13,884 $11,184 10/31/2004 $13,321 $14,004 $11,243 11/30/2004 $13,209 $13,888 $11,249 12/31/2004 $13,393 $14,058 $11,207 1/31/2005 $13,564 $14,189 $11,231 2/28/2005 $13,558 $14,142 $11,296 3/31/2005 $13,494 $14,053 $11,384 4/30/2005 $13,701 $14,274 $11,461 5/31/2005 $13,818 $14,375 $11,449 6/30/2005 $13,886 $14,464 $11,455 7/31/2005 $13,794 $14,399 $11,508 8/31/2005 $13,814 $14,544 $11,567 9/30/2005 $13,697 $14,446 $11,708 10/31/2005 $13,604 $14,359 $11,731 11/30/2005 $13,636 $14,428 $11,637 12/31/2005 $13,779 $14,552 $11,590 1/31/2006 $13,782 $14,591 $11,678 2/28/2006 $13,919 $14,689 $11,702 3/31/2006 $13,804 $14,588 $11,767 4/30/2006 $13,784 $14,583 $11,867 5/31/2006 $13,816 $14,648 $11,926 6/30/2006 $13,782 $14,592 $11,949 7/31/2006 $13,927 $14,766 $11,985 8/31/2006 $14,123 $14,985 $12,008 9/30/2006 $14,228 $15,089 $11,949 10/31/2006 $14,311 $15,184 $11,885 11/30/2006 $14,442 $15,311 $11,867 12/31/2006 $14,397 $15,257 $11,885 1/31/2007 $14,353 $15,217 $11,921 2/28/2007 $14,535 $15,418 $11,985 3/31/2007 $14,480 $15,380 $12,094 4/30/2007 $14,511 $15,426 $12,172 5/31/2007 $14,439 $15,357 $12,247 6/30/2007 $14,353 $15,278 $12,270 7/31/2007 $14,437 $15,396 $12,267 8/31/2007 $14,311 $15,330 $12,245 9/30/2007 $14,527 $15,557 $12,279 10/31/2007 $14,574 $15,626 $12,305 11/30/2007 $14,605 $15,726 $12,378 12/31/2007 $14,663 $15,769 $12,370 1/31/2008 $14,760 $15,968 $12,431 2/29/2008 $13,937 $15,237 $12,467 3/31/2008 $14,438 $15,672 $12,575 4/30/2008 $14,616 $15,856 $12,652 5/31/2008 $14,758 $15,952 $12,758 6/30/2008 $14,533 $15,771 $12,887 7/31/2008 $14,498 $15,831 $12,954 8/31/2008 $14,641 $16,017 $12,903 9/30/2008 $13,826 $15,265 $12,885 10/31/2008 $13,575 $15,110 $12,755 11/30/2008 $13,524 $15,158 $12,510 12/31/2008 $13,630 $15,379 $12,381 1/31/2009 $14,105 $15,942 $12,435 2/28/2009 $14,331 $16,025 $12,497 3/31/2009 $14,315 $16,028 $12,527 4/30/2009 $14,699 $16,349 $12,558 5/31/2009 $14,919 $16,522 $12,595 6/30/2009 $14,814 $16,367 $12,703 7/31/2009 $14,963 $16,641 $12,683 8/31/2009 $15,254 $16,925 $12,711 9/30/2009 $15,886 $17,532 $12,719 10/31/2009 $15,555 $17,164 $12,731 11/30/2009 $15,590 $17,306 $12,740 12/31/2009 $15,668 $17,365 $12,718 1/31/2010 $15,706 $17,455 $12,761 2/28/2010 $15,808 $17,624 $12,764 AVERAGE ANNUAL TOTAL RETURN ADVISOR CLASS(8) 2/28/10 - ---------------- ------- 1-Year +11.15% 5-Year +3.76% 10-Year +5.29% ADVISOR CLASS (3/1/00-2/28/10)(8) (PERFORMANCE GRAPH) FRANKLIN ARIZONA TAX-FREE INCOME BARCLAYS CAPITAL FUND - ADVISOR MUNICIPAL BOND DATE CLASS INDEX CPI - ---------- ---------------- ---------------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,239 $10,218 $10,082 4/30/2000 $10,180 $10,158 $10,088 5/31/2000 $10,122 $10,105 $10,100 6/30/2000 $10,365 $10,373 $10,153 7/31/2000 $10,511 $10,518 $10,177 8/31/2000 $10,677 $10,680 $10,177 9/30/2000 $10,623 $10,624 $10,230 10/31/2000 $10,733 $10,740 $10,247 11/30/2000 $10,800 $10,821 $10,253 12/31/2000 $10,998 $11,089 $10,247 1/31/2001 $11,046 $11,198 $10,312 2/28/2001 $11,080 $11,234 $10,353 3/31/2001 $11,163 $11,334 $10,377 4/30/2001 $11,058 $11,212 $10,418 5/31/2001 $11,149 $11,332 $10,465 6/30/2001 $11,257 $11,408 $10,483 7/31/2001 $11,456 $11,577 $10,453 8/31/2001 $11,599 $11,768 $10,453 9/30/2001 $11,540 $11,729 $10,501 10/31/2001 $11,590 $11,868 $10,465 11/30/2001 $11,425 $11,768 $10,448 12/31/2001 $11,327 $11,657 $10,406 1/31/2002 $11,451 $11,859 $10,430 2/28/2002 $11,593 $12,002 $10,471 3/31/2002 $11,387 $11,767 $10,530 4/30/2002 $11,556 $11,997 $10,589 5/31/2002 $11,596 $12,070 $10,589 6/30/2002 $11,697 $12,197 $10,595 7/31/2002 $11,847 $12,354 $10,607 8/31/2002 $11,984 $12,503 $10,642 9/30/2002 $12,265 $12,776 $10,660 10/31/2002 $12,028 $12,565 $10,677 11/30/2002 $11,963 $12,512 $10,677 12/31/2002 $12,193 $12,776 $10,654 1/31/2003 $12,153 $12,744 $10,701 2/28/2003 $12,321 $12,922 $10,783 3/31/2003 $12,341 $12,930 $10,848 4/30/2003 $12,424 $13,015 $10,824 5/31/2003 $12,724 $13,320 $10,807 6/30/2003 $12,716 $13,263 $10,819 7/31/2003 $12,272 $12,799 $10,830 8/31/2003 $12,367 $12,895 $10,872 9/30/2003 $12,731 $13,274 $10,907 10/31/2003 $12,691 $13,207 $10,895 11/30/2003 $12,844 $13,345 $10,866 12/31/2003 $12,967 $13,455 $10,854 1/31/2004 $13,111 $13,532 $10,907 2/29/2004 $13,310 $13,736 $10,966 3/31/2004 $13,291 $13,688 $11,037 4/30/2004 $12,935 $13,364 $11,072 5/31/2004 $12,856 $13,315 $11,137 6/30/2004 $12,917 $13,364 $11,172 7/31/2004 $13,160 $13,540 $11,154 8/31/2004 $13,429 $13,811 $11,160 9/30/2004 $13,527 $13,884 $11,184 10/31/2004 $13,662 $14,004 $11,243 11/30/2004 $13,553 $13,888 $11,249 12/31/2004 $13,750 $14,058 $11,207 1/31/2005 $13,933 $14,189 $11,231 2/28/2005 $13,920 $14,142 $11,296 3/31/2005 $13,860 $14,053 $11,384 4/30/2005 $14,094 $14,274 $11,461 5/31/2005 $14,210 $14,375 $11,449 6/30/2005 $14,287 $14,464 $11,455 7/31/2005 $14,211 $14,399 $11,508 8/31/2005 $14,225 $14,544 $11,567 9/30/2005 $14,123 $14,446 $11,708 10/31/2005 $14,019 $14,359 $11,731 11/30/2005 $14,073 $14,428 $11,637 12/31/2005 $14,215 $14,552 $11,590 1/31/2006 $14,224 $14,591 $11,678 2/28/2006 $14,373 $14,689 $11,702 3/31/2006 $14,273 $14,588 $11,767 4/30/2006 $14,259 $14,583 $11,867 5/31/2006 $14,299 $14,648 $11,926 6/30/2006 $14,271 $14,592 $11,949 7/31/2006 $14,416 $14,766 $11,985 8/31/2006 $14,627 $14,985 $12,008 9/30/2006 $14,730 $15,089 $11,949 10/31/2006 $14,837 $15,184 $11,885 11/30/2006 $14,981 $15,311 $11,867 12/31/2006 $14,941 $15,257 $11,885 1/31/2007 $14,901 $15,217 $11,921 2/28/2007 $15,099 $15,418 $11,985 3/31/2007 $15,048 $15,380 $12,094 4/30/2007 $15,088 $15,426 $12,172 5/31/2007 $15,007 $15,357 $12,247 6/30/2007 $14,936 $15,278 $12,270 7/31/2007 $15,032 $15,396 $12,267 8/31/2007 $14,906 $15,330 $12,245 9/30/2007 $15,126 $15,557 $12,279 10/31/2007 $15,197 $15,626 $12,305 11/30/2007 $15,222 $15,726 $12,378 12/31/2007 $15,290 $15,769 $12,370 1/31/2008 $15,400 $15,968 $12,431 2/29/2008 $14,552 $15,237 $12,467 3/31/2008 $15,075 $15,672 $12,575 4/30/2008 $15,284 $15,856 $12,652 5/31/2008 $15,426 $15,952 $12,758 6/30/2008 $15,209 $15,771 $12,887 7/31/2008 $15,166 $15,831 $12,954 8/31/2008 $15,326 $16,017 $12,903 9/30/2008 $14,486 $15,265 $12,885 10/31/2008 $14,229 $15,110 $12,755 11/30/2008 $14,198 $15,158 $12,510 12/31/2008 $14,303 $15,379 $12,381 1/31/2009 $14,800 $15,942 $12,435 2/28/2009 $15,062 $16,025 $12,497 3/31/2009 $15,039 $16,028 $12,527 4/30/2009 $15,455 $16,349 $12,558 5/31/2009 $15,697 $16,522 $12,595 6/30/2009 $15,624 $16,367 $12,703 7/31/2009 $15,791 $16,641 $12,683 8/31/2009 $16,095 $16,925 $12,711 9/30/2009 $16,776 $17,532 $12,719 10/31/2009 $16,432 $17,164 $12,731 11/30/2009 $16,479 $17,306 $12,740 12/31/2009 $16,571 $17,365 $12,718 1/31/2010 $16,621 $17,455 $12,761 2/28/2010 $16,739 $17,624 $12,764 14 | 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 2/28/10. (5.) Taxable equivalent distribution rate and yield assume the published rates as of 12/24/09 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.) The 30-day standardized yield for the month ended 2/28/10 reflects an estimated yield to maturity (assuming all portfolio securities are held to maturity). It should be regarded as an estimate of the Fund's rate of investment income, and it may not equal the Fund's actual income distribution rate (which reflects the Fund's past dividends paid to shareholders) or the income reported in the Fund's financial statements. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. In periods of market volatility, assets may decline significantly, causing total annual Fund operating expenses to become higher than the figures shown. (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 and average annual total returns of Advisor Class shares were +9.73% and +5.74%. (9.) Source: (C) 2010 Morningstar. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. To be included in the index, bonds must be fixed rate, have at least one year to final maturity and be rated investment grade (Baa3/BBB- or higher) by at least two of the following agencies: Moody's, Standard & Poor's or Fitch. 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 | 15 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. 16 | 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 ENDING EXPENSES PAID ACCOUNT ACCOUNT DURING PERIOD* VALUE 9/1/09 VALUE 2/28/10 9/1/09-2/28/10 ------------ ------------- -------------- CLASS A Actual $1,000 $1,039.60 $3.14 Hypothetical (5% return before expenses) $1,000 $1,021.72 $3.11 CLASS B Actual $1,000 $1,036.60 $5.91 Hypothetical (5% return before expenses) $1,000 $1,018.99 $5.86 CLASS C Actual $1,000 $1,036.30 $5.91 Hypothetical (5% return before expenses) $1,000 $1,018.99 $5.86 ADVISOR CLASS Actual $1,000 $1,040.00 $2.63 Hypothetical (5% return before expenses) $1,000 $1,022.22 $2.61 * Expenses are calculated using the most recent six-month expense ratio, annualized for each class (A: 0.62%; B: 1.17%; C: 1.17%; and Advisor: 0.52%), multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. Annual Report | 17 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 2/28/10** (PIE CHART) AAA................ 15.2% AA................. 23.7% A.................. 32.1% BBB................ 10.5% Not Rated by S&P... 18.5% * 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. The letter ratings are provided to indicate the creditworthiness of the Fund's bond holdings and generally can range from AAA or Aaa (highest) to Below Investment Grade (lowest). ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa 0.3% 6.8% AA or Aa 4.8% -- A 6.0% -- BBB or Baa -- 0.6% ---- --- Total 11.1% 7.4% We are pleased to bring you Franklin Colorado Tax-Free Income Fund's annual report for the fiscal year ended February 28, 2010. (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 117. 18 | Annual Report DIVIDEND DISTRIBUTIONS* Franklin Colorado Tax-Free Income Fund DIVIDEND PER SHARE ------------------------------------ ADVISOR MONTH CLASS A CLASS C CLASS** - ----- ---------- ---------- ---------- March 2009 4.32 cents 3.84 cents -- April 2009 4.32 cents 3.84 cents -- May 2009 4.32 cents 3.84 cents -- June 2009 4.32 cents 3.80 cents -- July 2009 4.32 cents 3.80 cents 0.71 cents August 2009 4.32 cents 3.80 cents 4.41 cents September 2009 4.32 cents 3.80 cents 4.41 cents October 2009 4.32 cents 3.80 cents 4.41 cents November 2009 4.32 cents 3.80 cents 4.41 cents December 2009 4.28 cents 3.71 cents 4.37 cents January 2010 4.28 cents 3.71 cents 4.37 cents February 2010 4.28 cents 3.71 cents 4.37 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 7/15/09, 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, increased from $10.79 on February 28, 2009, to $11.65 on February 28, 2010. The Fund's Class A shares paid dividends totaling 51.66 cents per share for the same period.(2) The Performance Summary beginning on page 22 shows that at the end of this reporting period the Fund's Class A shares' distribution rate was 4.19% based on an annualization of the current 4.25 cent per share dividend and the maximum offering price of $12.17 on February 28, 2010. An investor in the 2010 maximum combined effective federal and Colorado personal income tax bracket of 38.01% would need to earn a distribution rate of 6.76% 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. During the year under review, renewed investor interest in municipal bonds and limited new-issue supply tended to reduce the Fund's income, which caused dividends to decline slightly. (2.) All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. Annual Report | 19 STATE UPDATE Colorado was not immune to the national economic slowdown; however, the state generally experienced less severe declines than national averages in terms of jobs, retail sales and the housing market. The state's broad and diverse economy provided some protection, and Colorado continued to attract net in-migration. As of February 2010, the state's unemployment rate was 7.7%, compared with the 9.7% national rate.(3) Fiscal year 2009 was a challenging period for Colorado largely due to lower revenues from individual income taxes, sales and use taxes, and corporate income taxes. Steps taken to balance the 2009 budget included reducing general fund appropriation growth and transferring balances from various outside funds. Federal stimulus funds also helped bridge the gap. For fiscal year 2010, December 2009 projections had a number of revenue revisions from the previous quarterly forecast. Individual income tax revenues were forecast to decline further, and corporate tax revenue growth was revised downward. On the positive side, the decline in total excise taxes, primarily sales and use taxes, was projected to be smaller than previously estimated. In November 2009, Colorado's governor introduced the fiscal year 2011 budget proposal, which included steps to avoid a significant shortfall. Among these were expenditure cuts across the budget including education and public safety, modifications and suspensions of tax exemptions and credits, and delaying the opening of a state prison. Colorado's constitution prohibits the state from issuing general obligation debt, which resulted in very low debt levels. Colorado's net tax-supported debt per capita and as a percentage of personal income were $261 and 0.6% compared with the $739 and 2.1% national medians.(4) Independent credit rating agency Standard & Poor's assigned Colorado an issuer rating of AA with a stable outlook.(5) The rating and outlook reflected the state's relatively strong economic fundamentals, despite the challenging national economic environment. The outlook also recognized the state's demonstrated willingness to adjust its budget as revenues have slowed or declined. (3.) Source: Bureau of Labor Statistics. (4.) Source: Moody's Investors Service, "U.S. Public Finance Report Card: 2009 State Debt Review: Significant Challenges Lie Ahead," 12/16/09. (5.) This does not indicate Standard & Poor's rating of the Fund. 20 | 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 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, 2010, 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 Colorado Tax-Free Income Fund 2/28/10 % OF TOTAL LONG-TERM INVESTMENTS* ------------ Prerefunded 18.3% Hospital & Health Care 16.9% Utilities 16.0% Tax-Supported 13.1% Higher Education 12.9% General Obligation 9.9% Subject to Government Appropriations 8.0% Transportation 2.5% Other Revenue 1.2% Housing 1.2% * Does not include short-term investments and other net assets. Annual Report | 21 Performance Summary as of 2/28/10 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 2/28/10 2/28/09 - ----------------------- ------ ------- -------- Net Asset Value (NAV) +$0.86 $11.65 $10.79 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.5166 CLASS C (SYMBOL: FCOIX) CHANGE 2/28/10 2/28/09 - ----------------------- ------ ------- -------- Net Asset Value (NAV) +$0.88 $11.76 $10.88 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.4538 ADVISOR CLASS (SYMBOL: FCOZX) CHANGE 2/28/10 7/15/09 - ----------------------------- ------ ------- -------- Net Asset Value (NAV) +$0.43 $11.65 $11.22 DISTRIBUTIONS (7/16/09-2/28/10) Dividend Income $0.3255 22 | 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 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) +12.97% +20.70% +69.57% Average Annual Total Return(2) +8.15% +2.94% +4.97% Avg. Ann. Total Return (3/31/10)(3) +7.93% +3.06% +4.73% Distribution Rate(4) 4.19% Taxable Equivalent Distribution Rate(5) 6.76% 30-Day Standardized Yield(6) 3.46% Taxable Equivalent Yield(5) 5.58% Total Annual Operating Expenses(7) 0.66% CLASS C 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------- Cumulative Total Return(1) +12.43% +17.46% +60.66% Average Annual Total Return(2) +11.43% +3.27% +4.86% Avg. Ann. Total Return (3/31/10)(3) +11.19% +3.41% +4.62% Distribution Rate(4) 3.77% Taxable Equivalent Distribution Rate(5) 6.08% 30-Day Standardized Yield(6) 3.07% Taxable Equivalent Yield(5) 4.95% Total Annual Operating Expenses(7) 1.21% ADVISOR CLASS(8) 1-YEAR 5-YEAR 10-YEAR - ---------------- ------ ------ ------- Cumulative Total Return(1) +13.03% +20.78% +69.67% Average Annual Total Return(2) +13.03% +3.85% +5.43% Avg. Ann. Total Return (3/31/10)(3) +12.80% +3.98% +5.19% Distribution Rate(4) 4.48% Taxable Equivalent Distribution Rate(5) 7.23% 30-Day Standardized Yield(6) 3.72% Taxable Equivalent Yield(5) 6.00% Total Annual Operating Expenses(7) 0.56% PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. FOR MOST RECENT MONTH-END PERFORMANCE, GO TO franklintempleton.com OR CALL (800) 342-5236. Annual Report | 23 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 2/28/10 - ------- ------- 1-Year +8.15% 5-Year +2.94% 10-Year +4.97% CLASS A (3/1/00-2/28/10) (PERFORMANCE GRAPH) FRANKLIN COLORADO BARCLAYS CAPITAL TAX-FREE INCOME MUNICIPAL BOND DATE FUND - CLASS A INDEX CPI - ---------- ----------------- ---------------- ------- 3/1/2000 $ 9,575 $10,000 $10,000 3/31/2000 $ 9,828 $10,218 $10,082 4/30/2000 $ 9,768 $10,158 $10,088 5/31/2000 $ 9,699 $10,105 $10,100 6/30/2000 $ 9,956 $10,373 $10,153 7/31/2000 $10,081 $10,518 $10,177 8/31/2000 $10,242 $10,680 $10,177 9/30/2000 $10,168 $10,624 $10,230 10/31/2000 $10,287 $10,740 $10,247 11/30/2000 $10,367 $10,821 $10,253 12/31/2000 $10,649 $11,089 $10,247 1/31/2001 $10,730 $11,198 $10,312 2/28/2001 $10,772 $11,234 $10,353 3/31/2001 $10,858 $11,334 $10,377 4/30/2001 $10,784 $11,212 $10,418 5/31/2001 $10,877 $11,332 $10,465 6/30/2001 $11,005 $11,408 $10,483 7/31/2001 $11,187 $11,577 $10,453 8/31/2001 $11,375 $11,768 $10,453 9/30/2001 $11,286 $11,729 $10,501 10/31/2001 $11,410 $11,868 $10,465 11/30/2001 $11,321 $11,768 $10,448 12/31/2001 $11,186 $11,657 $10,406 1/31/2002 $11,368 $11,859 $10,430 2/28/2002 $11,469 $12,002 $10,471 3/31/2002 $11,316 $11,767 $10,530 4/30/2002 $11,462 $11,997 $10,589 5/31/2002 $11,530 $12,070 $10,589 6/30/2002 $11,635 $12,197 $10,595 7/31/2002 $11,773 $12,354 $10,607 8/31/2002 $11,879 $12,503 $10,642 9/30/2002 $12,156 $12,776 $10,660 10/31/2002 $11,895 $12,565 $10,677 11/30/2002 $11,840 $12,512 $10,677 12/31/2002 $12,090 $12,776 $10,654 1/31/2003 $12,056 $12,744 $10,701 2/28/2003 $12,229 $12,922 $10,783 3/31/2003 $12,207 $12,930 $10,848 4/30/2003 $12,294 $13,015 $10,824 5/31/2003 $12,575 $13,320 $10,807 6/30/2003 $12,528 $13,263 $10,819 7/31/2003 $12,087 $12,799 $10,830 8/31/2003 $12,195 $12,895 $10,872 9/30/2003 $12,534 $13,274 $10,907 10/31/2003 $12,457 $13,207 $10,895 11/30/2003 $12,596 $13,345 $10,866 12/31/2003 $12,720 $13,455 $10,854 1/31/2004 $12,821 $13,532 $10,907 2/29/2004 $13,014 $13,736 $10,966 3/31/2004 $12,978 $13,688 $11,037 4/30/2004 $12,650 $13,364 $11,072 5/31/2004 $12,605 $13,315 $11,137 6/30/2004 $12,631 $13,364 $11,172 7/31/2004 $12,821 $13,540 $11,154 8/31/2004 $13,046 $13,811 $11,160 9/30/2004 $13,127 $13,884 $11,184 10/31/2004 $13,253 $14,004 $11,243 11/30/2004 $13,138 $13,888 $11,249 12/31/2004 $13,331 $14,058 $11,207 1/31/2005 $13,501 $14,189 $11,231 2/28/2005 $13,451 $14,142 $11,296 3/31/2005 $13,413 $14,053 $11,384 4/30/2005 $13,618 $14,274 $11,461 5/31/2005 $13,716 $14,375 $11,449 6/30/2005 $13,779 $14,464 $11,455 7/31/2005 $13,738 $14,399 $11,508 8/31/2005 $13,881 $14,544 $11,567 9/30/2005 $13,794 $14,446 $11,708 10/31/2005 $13,706 $14,359 $11,731 11/30/2005 $13,783 $14,428 $11,637 12/31/2005 $13,915 $14,552 $11,590 1/31/2006 $13,928 $14,591 $11,678 2/28/2006 $14,044 $14,689 $11,702 3/31/2006 $13,960 $14,588 $11,767 4/30/2006 $13,952 $14,583 $11,867 5/31/2006 $13,994 $14,648 $11,926 6/30/2006 $13,950 $14,592 $11,949 7/31/2006 $14,097 $14,766 $11,985 8/31/2006 $14,305 $14,985 $12,008 9/30/2006 $14,402 $15,089 $11,949 10/31/2006 $14,504 $15,184 $11,885 11/30/2006 $14,648 $15,311 $11,867 12/31/2006 $14,592 $15,257 $11,885 1/31/2007 $14,571 $15,217 $11,921 2/28/2007 $14,752 $15,418 $11,985 3/31/2007 $14,698 $15,380 $12,094 4/30/2007 $14,736 $15,426 $12,172 5/31/2007 $14,679 $15,357 $12,247 6/30/2007 $14,617 $15,278 $12,270 7/31/2007 $14,719 $15,396 $12,267 8/31/2007 $14,560 $15,330 $12,245 9/30/2007 $14,798 $15,557 $12,279 10/31/2007 $14,865 $15,626 $12,305 11/30/2007 $14,916 $15,726 $12,378 12/31/2007 $14,968 $15,769 $12,370 1/31/2008 $15,031 $15,968 $12,431 2/29/2008 $14,171 $15,237 $12,467 3/31/2008 $14,633 $15,672 $12,575 4/30/2008 $14,928 $15,856 $12,652 5/31/2008 $15,061 $15,952 $12,758 6/30/2008 $14,831 $15,771 $12,887 7/31/2008 $14,822 $15,831 $12,954 8/31/2008 $14,943 $16,017 $12,903 9/30/2008 $14,062 $15,265 $12,885 10/31/2008 $13,847 $15,110 $12,755 11/30/2008 $13,639 $15,158 $12,510 12/31/2008 $13,764 $15,379 $12,381 1/31/2009 $14,083 $15,942 $12,435 2/28/2009 $14,375 $16,025 $12,497 3/31/2009 $14,450 $16,028 $12,527 4/30/2009 $14,853 $16,349 $12,558 5/31/2009 $15,140 $16,522 $12,595 6/30/2009 $15,050 $16,367 $12,703 7/31/2009 $15,217 $16,641 $12,683 8/31/2009 $15,533 $16,925 $12,711 9/30/2009 $16,231 $17,532 $12,719 10/31/2009 $15,910 $17,164 $12,731 11/30/2009 $15,968 $17,306 $12,740 12/31/2009 $16,067 $17,365 $12,718 1/31/2010 $16,128 $17,455 $12,761 2/28/2010 $16,242 $17,624 $12,764 AVERAGE ANNUAL TOTAL RETURN CLASS C 2/28/10 - ------- ------- 1-Year +11.43% 5-Year +3.27% 10-Year +4.86% CLASS C (3/1/00-2/28/10) (PERFORMANCE GRAPH) FRANKLIN COLORADO BARCLAYS CAPITAL TAX-FREE INCOME MUNICIPAL BOND DATE FUND - CLASS C INDEX CPI - ---------- ----------------- ---------------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,250 $10,218 $10,082 4/30/2000 $10,182 $10,158 $10,088 5/31/2000 $10,115 $10,105 $10,100 6/30/2000 $10,377 $10,373 $10,153 7/31/2000 $10,502 $10,518 $10,177 8/31/2000 $10,664 $10,680 $10,177 9/30/2000 $10,583 $10,624 $10,230 10/31/2000 $10,701 $10,740 $10,247 11/30/2000 $10,788 $10,821 $10,253 12/31/2000 $11,075 $11,089 $10,247 1/31/2001 $11,154 $11,198 $10,312 2/28/2001 $11,183 $11,234 $10,353 3/31/2001 $11,276 $11,334 $10,377 4/30/2001 $11,184 $11,212 $10,418 5/31/2001 $11,275 $11,332 $10,465 6/30/2001 $11,412 $11,408 $10,483 7/31/2001 $11,594 $11,577 $10,453 8/31/2001 $11,783 $11,768 $10,453 9/30/2001 $11,676 $11,729 $10,501 10/31/2001 $11,808 $11,868 $10,465 11/30/2001 $11,701 $11,768 $10,448 12/31/2001 $11,568 $11,657 $10,406 1/31/2002 $11,749 $11,859 $10,430 2/28/2002 $11,848 $12,002 $10,471 3/31/2002 $11,674 $11,767 $10,530 4/30/2002 $11,828 $11,997 $10,589 5/31/2002 $11,893 $12,070 $10,589 6/30/2002 $11,995 $12,197 $10,595 7/31/2002 $12,132 $12,354 $10,607 8/31/2002 $12,235 $12,503 $10,642 9/30/2002 $12,513 $12,776 $10,660 10/31/2002 $12,240 $12,565 $10,677 11/30/2002 $12,178 $12,512 $10,677 12/31/2002 $12,439 $12,776 $10,654 1/31/2003 $12,389 $12,744 $10,701 2/28/2003 $12,571 $12,922 $10,783 3/31/2003 $12,532 $12,930 $10,848 4/30/2003 $12,615 $13,015 $10,824 5/31/2003 $12,896 $13,320 $10,807 6/30/2003 $12,852 $13,263 $10,819 7/31/2003 $12,397 $12,799 $10,830 8/31/2003 $12,500 $12,895 $10,872 9/30/2003 $12,839 $13,274 $10,907 10/31/2003 $12,754 $13,207 $10,895 11/30/2003 $12,890 $13,345 $10,866 12/31/2003 $12,999 $13,455 $10,854 1/31/2004 $13,096 $13,532 $10,907 2/29/2004 $13,297 $13,736 $10,966 3/31/2004 $13,254 $13,688 $11,037 4/30/2004 $12,916 $13,364 $11,072 5/31/2004 $12,863 $13,315 $11,137 6/30/2004 $12,885 $13,364 $11,172 7/31/2004 $13,060 $13,540 $11,154 8/31/2004 $13,292 $13,811 $11,160 9/30/2004 $13,369 $13,884 $11,184 10/31/2004 $13,490 $14,004 $11,243 11/30/2004 $13,367 $13,888 $11,249 12/31/2004 $13,568 $14,058 $11,207 1/31/2005 $13,723 $14,189 $11,231 2/28/2005 $13,677 $14,142 $11,296 3/31/2005 $13,621 $14,053 $11,384 4/30/2005 $13,821 $14,274 $11,461 5/31/2005 $13,913 $14,375 $11,449 6/30/2005 $13,982 $14,464 $11,455 7/31/2005 $13,923 $14,399 $11,508 8/31/2005 $14,061 $14,544 $11,567 9/30/2005 $13,967 $14,446 $11,708 10/31/2005 $13,883 $14,359 $11,731 11/30/2005 $13,942 $14,428 $11,637 12/31/2005 $14,069 $14,552 $11,590 1/31/2006 $14,076 $14,591 $11,678 2/28/2006 $14,198 $14,689 $11,702 3/31/2006 $14,095 $14,588 $11,767 4/30/2006 $14,081 $14,583 $11,867 5/31/2006 $14,116 $14,648 $11,926 6/30/2006 $14,077 $14,592 $11,949 7/31/2006 $14,206 $14,766 $11,985 8/31/2006 $14,407 $14,985 $12,008 9/30/2006 $14,510 $15,089 $11,949 10/31/2006 $14,593 $15,184 $11,885 11/30/2006 $14,744 $15,311 $11,867 12/31/2006 $14,680 $15,257 $11,885 1/31/2007 $14,641 $15,217 $11,921 2/28/2007 $14,827 $15,418 $11,985 3/31/2007 $14,765 $15,380 $12,094 4/30/2007 $14,797 $15,426 $12,172 5/31/2007 $14,732 $15,357 $12,247 6/30/2007 $14,665 $15,278 $12,270 7/31/2007 $14,759 $15,396 $12,267 8/31/2007 $14,594 $15,330 $12,245 9/30/2007 $14,824 $15,557 $12,279 10/31/2007 $14,884 $15,626 $12,305 11/30/2007 $14,928 $15,726 $12,378 12/31/2007 $14,972 $15,769 $12,370 1/31/2008 $15,029 $15,968 $12,431 2/29/2008 $14,156 $15,237 $12,467 3/31/2008 $14,620 $15,672 $12,575 4/30/2008 $14,905 $15,856 $12,652 5/31/2008 $15,030 $15,952 $12,758 6/30/2008 $14,796 $15,771 $12,887 7/31/2008 $14,780 $15,831 $12,954 8/31/2008 $14,893 $16,017 $12,903 9/30/2008 $14,014 $15,265 $12,885 10/31/2008 $13,782 $15,110 $12,755 11/30/2008 $13,583 $15,158 $12,510 12/31/2008 $13,687 $15,379 $12,381 1/31/2009 $14,009 $15,942 $12,435 2/28/2009 $14,291 $16,025 $12,497 3/31/2009 $14,359 $16,028 $12,527 4/30/2009 $14,749 $16,349 $12,558 5/31/2009 $15,026 $16,522 $12,595 6/30/2009 $14,943 $16,367 $12,703 7/31/2009 $15,100 $16,641 $12,683 8/31/2009 $15,404 $16,925 $12,711 9/30/2009 $16,084 $17,532 $12,719 10/31/2009 $15,761 $17,164 $12,731 11/30/2009 $15,798 $17,306 $12,740 12/31/2009 $15,901 $17,365 $12,718 1/31/2010 $15,953 $17,455 $12,761 2/28/2010 $16,066 $17,624 $12,764 24 | Annual Report Performance Summary (CONTINUED) AVERAGE ANNUAL TOTAL RETURN ADVISOR CLASS(8) 2/28/10 - ---------------- ------- 1-Year +13.03% 5-Year +3.85% 10-Year +5.43% ADVISOR CLASS (3/1/00-2/28/10)(8) (PERFORMANCE GRAPH) FRANKLIN COLORADO BARCLAYS CAPITAL TAX-FREE INCOME MUNICIPAL BOND DATE FUND-CLASS(c) INDEX CPI - ---------- ------------------- ---------------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,264 $10,218 $10,082 4/30/2000 $10,201 $10,158 $10,088 5/31/2000 $10,130 $10,105 $10,100 6/30/2000 $10,398 $10,373 $10,153 7/31/2000 $10,528 $10,518 $10,177 8/31/2000 $10,697 $10,680 $10,177 9/30/2000 $10,619 $10,624 $10,230 10/31/2000 $10,743 $10,740 $10,247 11/30/2000 $10,827 $10,821 $10,253 12/31/2000 $11,122 $11,089 $10,247 1/31/2001 $11,206 $11,198 $10,312 2/28/2001 $11,250 $11,234 $10,353 3/31/2001 $11,340 $11,334 $10,377 4/30/2001 $11,262 $11,212 $10,418 5/31/2001 $11,360 $11,332 $10,465 6/30/2001 $11,494 $11,408 $10,483 7/31/2001 $11,683 $11,577 $10,453 8/31/2001 $11,880 $11,768 $10,453 9/30/2001 $11,787 $11,729 $10,501 10/31/2001 $11,916 $11,868 $10,465 11/30/2001 $11,823 $11,768 $10,448 12/31/2001 $11,683 $11,657 $10,406 1/31/2002 $11,873 $11,859 $10,430 2/28/2002 $11,979 $12,002 $10,471 3/31/2002 $11,818 $11,767 $10,530 4/30/2002 $11,971 $11,997 $10,589 5/31/2002 $12,042 $12,070 $10,589 6/30/2002 $12,151 $12,197 $10,595 7/31/2002 $12,295 $12,354 $10,607 8/31/2002 $12,407 $12,503 $10,642 9/30/2002 $12,695 $12,776 $10,660 10/31/2002 $12,423 $12,565 $10,677 11/30/2002 $12,365 $12,512 $10,677 12/31/2002 $12,627 $12,776 $10,654 1/31/2003 $12,591 $12,744 $10,701 2/28/2003 $12,772 $12,922 $10,783 3/31/2003 $12,749 $12,930 $10,848 4/30/2003 $12,840 $13,015 $10,824 5/31/2003 $13,133 $13,320 $10,807 6/30/2003 $13,084 $13,263 $10,819 7/31/2003 $12,624 $12,799 $10,830 8/31/2003 $12,736 $12,895 $10,872 9/30/2003 $13,090 $13,274 $10,907 10/31/2003 $13,010 $13,207 $10,895 11/30/2003 $13,155 $13,345 $10,866 12/31/2003 $13,285 $13,455 $10,854 1/31/2004 $13,390 $13,532 $10,907 2/29/2004 $13,591 $13,736 $10,966 3/31/2004 $13,554 $13,688 $11,037 4/30/2004 $13,212 $13,364 $11,072 5/31/2004 $13,164 $13,315 $11,137 6/30/2004 $13,192 $13,364 $11,172 7/31/2004 $13,390 $13,540 $11,154 8/31/2004 $13,625 $13,811 $11,160 9/30/2004 $13,710 $13,884 $11,184 10/31/2004 $13,841 $14,004 $11,243 11/30/2004 $13,721 $13,888 $11,249 12/31/2004 $13,923 $14,058 $11,207 1/31/2005 $14,101 $14,189 $11,231 2/28/2005 $14,048 $14,142 $11,296 3/31/2005 $14,009 $14,053 $11,384 4/30/2005 $14,222 $14,274 $11,461 5/31/2005 $14,325 $14,375 $11,449 6/30/2005 $14,391 $14,464 $11,455 7/31/2005 $14,348 $14,399 $11,508 8/31/2005 $14,498 $14,544 $11,567 9/30/2005 $14,407 $14,446 $11,708 10/31/2005 $14,314 $14,359 $11,731 11/30/2005 $14,394 $14,428 $11,637 12/31/2005 $14,533 $14,552 $11,590 1/31/2006 $14,546 $14,591 $11,678 2/28/2006 $14,667 $14,689 $11,702 3/31/2006 $14,580 $14,588 $11,767 4/30/2006 $14,572 $14,583 $11,867 5/31/2006 $14,616 $14,648 $11,926 6/30/2006 $14,569 $14,592 $11,949 7/31/2006 $14,723 $14,766 $11,985 8/31/2006 $14,940 $14,985 $12,008 9/30/2006 $15,041 $15,089 $11,949 10/31/2006 $15,147 $15,184 $11,885 11/30/2006 $15,299 $15,311 $11,867 12/31/2006 $15,239 $15,257 $11,885 1/31/2007 $15,218 $15,217 $11,921 2/28/2007 $15,407 $15,418 $11,985 3/31/2007 $15,350 $15,380 $12,094 4/30/2007 $15,390 $15,426 $12,172 5/31/2007 $15,330 $15,357 $12,247 6/30/2007 $15,266 $15,278 $12,270 7/31/2007 $15,373 $15,396 $12,267 8/31/2007 $15,206 $15,330 $12,245 9/30/2007 $15,455 $15,557 $12,279 10/31/2007 $15,525 $15,626 $12,305 11/30/2007 $15,578 $15,726 $12,378 12/31/2007 $15,632 $15,769 $12,370 1/31/2008 $15,699 $15,968 $12,431 2/29/2008 $14,800 $15,237 $12,467 3/31/2008 $15,283 $15,672 $12,575 4/30/2008 $15,590 $15,856 $12,652 5/31/2008 $15,729 $15,952 $12,758 6/30/2008 $15,490 $15,771 $12,887 7/31/2008 $15,480 $15,831 $12,954 8/31/2008 $15,607 $16,017 $12,903 9/30/2008 $14,686 $15,265 $12,885 10/31/2008 $14,462 $15,110 $12,755 11/30/2008 $14,244 $15,158 $12,510 12/31/2008 $14,375 $15,379 $12,381 1/31/2009 $14,708 $15,942 $12,435 2/28/2009 $15,013 $16,025 $12,497 3/31/2009 $15,092 $16,028 $12,527 4/30/2009 $15,512 $16,349 $12,558 5/31/2009 $15,812 $16,522 $12,595 6/30/2009 $15,718 $16,367 $12,703 7/31/2009 $15,893 $16,641 $12,683 8/31/2009 $16,224 $16,925 $12,711 9/30/2009 $16,954 $17,532 $12,719 10/31/2009 $16,621 $17,164 $12,731 11/30/2009 $16,668 $17,306 $12,740 12/31/2009 $16,788 $17,365 $12,718 1/31/2010 $16,838 $17,455 $12,761 2/28/2010 $16,967 $17,624 $12,764 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. 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 2/28/10. (5.) Taxable equivalent distribution rate and yield assume the published rates as of 12/24/09 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.) The 30-day standardized yield for the month ended 2/28/10 reflects an estimated yield to maturity (assuming all portfolio securities are held to maturity). It should be regarded as an estimate of the Fund's rate of investment income, and it may not equal the Fund's actual income distribution rate (which reflects the Fund's past dividends paid to shareholders) or the income reported in the Fund's financial statements. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. In periods of market volatility, assets may decline significantly, causing total annual Fund operating expenses to become higher than the figures shown. (8.) Effective 7/15/09, 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 7/15/09, 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 7/14/09, actual Advisor Class performance is used reflecting all charges and fees applicable to that class. Since 7/15/09 (commencement of sales), the cumulative total return of Advisor Class shares was +6.79%. (9.) Source: (C) 2010 Morningstar. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. To be included in the index, bonds must be fixed rate, have at least one year to final maturity and be rated investment grade (Baa3/BBB- or higher) by at least two of the following agencies: Moody's, Standard & Poor's or Fitch. 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 | 25 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. 26 | 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 9/1/09 VALUE 2/28/10 PERIOD* 9/1/09-2/28/10 ----------------- -------------- ---------------------- CLASS A Actual $1,000 $1,045.30 $3.40 Hypothetical (5% return before expenses) $1,000 $1,021.47 $3.36 CLASS C Actual $1,000 $1,043.00 $6.18 Hypothetical (5% return before expenses) $1,000 $1,018.74 $6.11 ADVISOR CLASS Actual $1,000 $1,045.80 $2.89 Hypothetical (5% return before expenses) $1,000 $1,021.97 $2.86 * Expenses are calculated using the most recent six-month expense ratio, annualized for each class (A: 0.67%; C: 1.22%; and Advisor: 0.57%), multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. Annual Report | 27 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 2/28/10** (PIE CHART) AAA ...................... 30.1% AA ....................... 12.8% A ........................ 22.7% BBB ...................... 19.6% 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. The letter ratings are provided to indicate the creditworthiness of the Fund's bond below holdings and generally can range from AAA or Aaa (highest) to Below Investment Grade (lowest). ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa -- 2.8% AA or Aa 0.7% 0.8% A 5.6% 0.9% BBB or Baa 1.2% 2.0% Below Investment Grade 0.8% -- --- --- Total 8.3% 6.5% We are pleased to bring you Franklin Connecticut Tax-Free Income Fund's annual report for the fiscal year ended February 28, 2010. 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 $10.18 on February 28, 2009, to $10.88 on February 28, 2010. 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 125. 28 | Annual Report DIVIDEND DISTRIBUTIONS* Franklin Connecticut Tax-Free Income Fund DIVIDEND PER SHARE ----------------------------------------- MONTH CLASS A CLASS C ADVISOR CLASS** - ----- ---------- ---------- --------------- March 2009 3.75 cents 3.29 cents -- April 2009 3.75 cents 3.29 cents -- May 2009 3.75 cents 3.29 cents -- June 2009 3.78 cents 3.30 cents -- July 2009 3.78 cents 3.30 cents 0.80 cents August 2009 3.78 cents 3.30 cents 3.86 cents September 2009 3.78 cents 3.29 cents 3.86 cents October 2009 3.78 cents 3.29 cents 3.86 cents November 2009 3.78 cents 3.29 cents 3.86 cents December 2009 3.78 cents 3.25 cents 3.86 cents January 2010 3.78 cents 3.25 cents 3.86 cents February 2010 3.78 cents 3.25 cents 3.86 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 7/15/09, the Fund began offering Advisor Class shares. See the prospectus for details. Class A shares paid dividends totaling 45.21 cents per share for the same period.(2) The Performance Summary beginning on page 32 shows that at the end of this reporting period the Fund's Class A shares' distribution rate was 3.99% based on an annualization of the current 3.78 cent per share dividend and the maximum offering price of $11.36 on February 28, 2010. An investor in the 2010 maximum combined effective federal and Connecticut personal income tax bracket of 39.23% would need to earn a distribution rate of 6.57% 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. STATE UPDATE Connecticut's economic base remained sizable and well diversified, despite recent significant declines. The state enjoys high wealth and income levels and has a history of active revenue monitoring to identify shortfalls. Its economy suffered given the national recession and the state's dependence on financial services employment and related income tax revenues. The state experienced (2.) All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. Annual Report | 29 PORTFOLIO BREAKDOWN Franklin Connecticut Tax-Free Income Fund 2/28/10 % OF TOTAL LONG-TERM INVESTMENTS* ---------------------- Higher Education 25.5%** Utilities 16.8% Prerefunded 12.5% Other Revenue 11.4% Hospital & Health Care 9.8% General Obligation 8.6% Housing 7.4% Tax-Supported 4.8% Subject to Government Appropriations 2.5% Transportation 0.7% * 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. increasing unemployment during the recession; however, its 9.1% rate in February 2010 remained below the 9.7% national rate.(3) In fiscal year 2009, much of the negative revenue performance occurred late in the period, and efforts to address the shortfall, including federal stimulus funds, failed to offset the revenue decline. In light of the difficult budget climate, Connecticut was late in adopting its current biennial budget. The state achieved a balanced fiscal year 2010 budget through federal stimulus funds, revenue enhancements, spending reductions and significant nonrecurring resources. Fiscal year 2011's budget appeared to continue this pattern, with a greater reliance on nonrecurring resources as federal stimulus funds diminish. Significant revenue enhancements included a corporate tax surcharge, income tax increases for high-wage earners, and a cigarette tax increase. In addition, the state negotiated spending reductions with its employee bargaining units. Connecticut's debt levels remained high, with tax-supported debt per capita and as a percentage of personal income of $4,536 and 8.1%, compared with the $739 and 2.1% national medians.(4) Independent credit rating agency Standard & Poor's (S&P) assigned the state's general obligation bonds a rating of AA with a stable outlook.(5) The rating and outlook reflected expectations that the state will continue to adjust its budget as necessary to restore fiscal balance amid ongoing budget volatility. In addition, S&P noted that Connecticut has faced high leverage and revenue volatility in the past, but has historically managed such budget pressures. (3.) Source: Bureau of Labor Statistics. (4.) Source: Standard & Poor's, "U.S. Public Finance Report Card: 2009 State Debt Review: Significant Challenges Lie Ahead," 12/16/09. (5.) This does not indicate S&P's rating of the Fund. 30 | 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 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, 2010, 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 | 31 Performance Summary as of 2/28/10 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 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.70 $10.88 $10.18 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.4521 CLASS C (SYMBOL: FCTIX) CHANGE 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.70 $10.94 $10.24 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.3933 ADVISOR CLASS (SYMBOL: FCNZX) CHANGE 2/28/10 7/15/09 - ----------------------------- ------ ------- ------- Net Asset Value (NAV) +$0.42 $10.87 $10.45 DISTRIBUTIONS (7/16/09-2/28/10) Dividend Income $0.2837 32 | 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 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) +11.50% +21.18% +69.68% Average Annual Total Return(2) +6.78% +3.02% +4.97% Avg. Ann. Total Return (3/31/10)(3) +6.95% +3.15% +4.73% Distribution Rate(4) 3.99% Taxable Equivalent Distribution Rate(5) 6.57% 30-Day Standardized Yield(6) 3.34% Taxable Equivalent Yield(5) 5.50% Total Annual Operating Expenses(7) 0.68% CLASS C 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------- Cumulative Total Return(1) +10.83% +17.89% +60.53% Average Annual Total Return(2) +9.83% +3.35% +4.85% Avg. Ann. Total Return (3/31/10)(3) +10.22% +3.49% +4.62% Distribution Rate(4) 3.56% Taxable Equivalent Distribution Rate(5) 5.86% 30-Day Standardized Yield(6) 2.94% Taxable Equivalent Yield(5) 4.84% Total Annual Operating Expenses(7) 1.23% ADVISOR CLASS(8) 1-YEAR 5-YEAR 10-YEAR - ---------------- ------ ------ ------- Cumulative Total Return(1) +11.46% +21.14% +69.62% Average Annual Total Return(2) +11.46% +3.91% +5.43% Avg. Ann. Total Return (3/31/10)(3) +11.76% +4.06% +5.20% Distribution Rate(4) 4.27% Taxable Equivalent Distribution Rate(5) 7.03% 30-Day Standardized Yield(6) 3.59% Taxable Equivalent Yield(5) 5.91% Total Annual Operating Expenses(7) 0.58% PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. FOR MOST RECENT MONTH-END PERFORMANCE, GO TO franklintempleton.com OR CALL (800) 342-5236. Annual Report | 33 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 (3/1/00-2/28/10) AVERAGE ANNUAL TOTAL RETURN CLASS A 2/28/10 - ------- ------- 1-Year +6.78% 5-Year +3.02% 10-Year +4.97% (PERFORMANCE GRAPH) FRANKLIN CONNECTICUT BARCLAYS TAX-FREE CAPITAL INCOME FUND - MUNICIPAL DATE CLASS A BOND INDEX CPI ---- ------------- ---------- ------- 3/1/2000 $ 9,575 $10,000 $10,000 3/31/2000 $ 9,827 $10,218 $10,082 4/30/2000 $ 9,758 $10,158 $10,088 5/31/2000 $ 9,689 $10,105 $10,100 6/30/2000 $ 9,935 $10,373 $10,153 7/31/2000 $10,069 $10,518 $10,177 8/31/2000 $10,232 $10,680 $10,177 9/30/2000 $10,177 $10,624 $10,230 10/31/2000 $10,282 $10,740 $10,247 11/30/2000 $10,356 $10,821 $10,253 12/31/2000 $10,561 $11,089 $10,247 1/31/2001 $10,615 $11,198 $10,312 2/28/2001 $10,669 $11,234 $10,353 3/31/2001 $10,779 $11,334 $10,377 4/30/2001 $10,663 $11,212 $10,418 5/31/2001 $10,790 $11,332 $10,465 6/30/2001 $10,875 $11,408 $10,483 7/31/2001 $11,086 $11,577 $10,453 8/31/2001 $11,286 $11,768 $10,453 9/30/2001 $11,207 $11,729 $10,501 10/31/2001 $11,378 $11,868 $10,465 11/30/2001 $11,266 $11,768 $10,448 12/31/2001 $11,154 $11,657 $10,406 1/31/2002 $11,334 $11,859 $10,430 2/28/2002 $11,473 $12,002 $10,471 3/31/2002 $11,258 $11,767 $10,530 4/30/2002 $11,452 $11,997 $10,589 5/31/2002 $11,508 $12,070 $10,589 6/30/2002 $11,618 $12,197 $10,595 7/31/2002 $11,783 $12,354 $10,607 8/31/2002 $11,914 $12,503 $10,642 9/30/2002 $12,197 $12,776 $10,660 10/31/2002 $11,930 $12,565 $10,677 11/30/2002 $11,878 $12,512 $10,677 12/31/2002 $12,132 $12,776 $10,654 1/31/2003 $12,100 $12,744 $10,701 2/28/2003 $12,265 $12,922 $10,783 3/31/2003 $12,269 $12,930 $10,848 4/30/2003 $12,347 $13,015 $10,824 5/31/2003 $12,651 $13,320 $10,807 6/30/2003 $12,595 $13,263 $10,819 7/31/2003 $12,024 $12,799 $10,830 8/31/2003 $12,082 $12,895 $10,872 9/30/2003 $12,374 $13,274 $10,907 10/31/2003 $12,322 $13,207 $10,895 11/30/2003 $12,469 $13,345 $10,866 12/31/2003 $12,572 $13,455 $10,854 1/31/2004 $12,642 $13,532 $10,907 2/29/2004 $12,846 $13,736 $10,966 3/31/2004 $12,847 $13,688 $11,037 4/30/2004 $12,500 $13,364 $11,072 5/31/2004 $12,455 $13,315 $11,137 6/30/2004 $12,535 $13,364 $11,172 7/31/2004 $12,736 $13,540 $11,154 8/31/2004 $12,960 $13,811 $11,160 9/30/2004 $13,053 $13,884 $11,184 10/31/2004 $13,184 $14,004 $11,243 11/30/2004 $13,098 $13,888 $11,249 12/31/2004 $13,267 $14,058 $11,207 1/31/2005 $13,431 $14,189 $11,231 2/28/2005 $13,407 $14,142 $11,296 3/31/2005 $13,363 $14,053 $11,384 4/30/2005 $13,566 $14,274 $11,461 5/31/2005 $13,665 $14,375 $11,449 6/30/2005 $13,730 $14,464 $11,455 7/31/2005 $13,706 $14,399 $11,508 8/31/2005 $13,840 $14,544 $11,567 9/30/2005 $13,742 $14,446 $11,708 10/31/2005 $13,679 $14,359 $11,731 11/30/2005 $13,741 $14,428 $11,637 12/31/2005 $13,868 $14,552 $11,590 1/31/2006 $13,892 $14,591 $11,678 2/28/2006 $13,987 $14,689 $11,702 3/31/2006 $13,903 $14,588 $11,767 4/30/2006 $13,926 $14,583 $11,867 5/31/2006 $13,951 $14,648 $11,926 6/30/2006 $13,912 $14,592 $11,949 7/31/2006 $14,052 $14,766 $11,985 8/31/2006 $14,243 $14,985 $12,008 9/30/2006 $14,331 $15,089 $11,949 10/31/2006 $14,409 $15,184 $11,885 11/30/2006 $14,534 $15,311 $11,867 12/31/2006 $14,493 $15,257 $11,885 1/31/2007 $14,466 $15,217 $11,921 2/28/2007 $14,632 $15,418 $11,985 3/31/2007 $14,582 $15,380 $12,094 4/30/2007 $14,630 $15,426 $12,172 5/31/2007 $14,575 $15,357 $12,247 6/30/2007 $14,520 $15,278 $12,270 7/31/2007 $14,611 $15,396 $12,267 8/31/2007 $14,488 $15,330 $12,245 9/30/2007 $14,698 $15,557 $12,279 10/31/2007 $14,764 $15,626 $12,305 11/30/2007 $14,816 $15,726 $12,378 12/31/2007 $14,826 $15,769 $12,370 1/31/2008 $14,944 $15,968 $12,431 2/29/2008 $14,242 $15,237 $12,467 3/31/2008 $14,677 $15,672 $12,575 4/30/2008 $14,896 $15,856 $12,652 5/31/2008 $15,018 $15,952 $12,758 6/30/2008 $14,887 $15,771 $12,887 7/31/2008 $14,888 $15,831 $12,954 8/31/2008 $14,982 $16,017 $12,903 9/30/2008 $14,234 $15,265 $12,885 10/31/2008 $14,024 $15,110 $12,755 11/30/2008 $13,863 $15,158 $12,510 12/31/2008 $13,832 $15,379 $12,381 1/31/2009 $14,354 $15,942 $12,435 2/28/2009 $14,572 $16,025 $12,497 3/31/2009 $14,591 $16,028 $12,527 4/30/2009 $14,958 $16,349 $12,558 5/31/2009 $15,200 $16,522 $12,595 6/30/2009 $15,094 $16,367 $12,703 7/31/2009 $15,282 $16,641 $12,683 8/31/2009 $15,614 $16,925 $12,711 9/30/2009 $16,208 $17,532 $12,719 10/31/2009 $15,958 $17,164 $12,731 11/30/2009 $15,954 $17,306 $12,740 12/31/2009 $16,068 $17,365 $12,718 1/31/2010 $16,125 $17,455 $12,761 2/28/2010 $16,241 $17,624 $12,764 CLASS C (3/1/00-2/28/10) AVERAGE ANNUAL TOTAL RETURN CLASS C 2/28/10 - ------- ------- 1-Year +9.83% 5-Year +3.35% 10-Year +4.85% (PERFORMANCE GRAPH) Franklin Connecticut Barclays Tax-Free Capital Income Fund - Municipal Date Class C Bond Index CPI ---- ------------- ---------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,258 $10,218 $10,082 4/30/2000 $10,182 $10,158 $10,088 5/31/2000 $10,095 $10,105 $10,100 6/30/2000 $10,347 $10,373 $10,153 7/31/2000 $10,481 $10,518 $10,177 8/31/2000 $10,644 $10,680 $10,177 9/30/2000 $10,584 $10,624 $10,230 10/31/2000 $10,688 $10,740 $10,247 11/30/2000 $10,759 $10,821 $10,253 12/31/2000 $10,966 $11,089 $10,247 1/31/2001 $11,018 $11,198 $10,312 2/28/2001 $11,069 $11,234 $10,353 3/31/2001 $11,177 $11,334 $10,377 4/30/2001 $11,052 $11,212 $10,418 5/31/2001 $11,188 $11,332 $10,465 6/30/2001 $11,271 $11,408 $10,483 7/31/2001 $11,484 $11,577 $10,453 8/31/2001 $11,684 $11,768 $10,453 9/30/2001 $11,598 $11,729 $10,501 10/31/2001 $11,769 $11,868 $10,465 11/30/2001 $11,648 $11,768 $10,448 12/31/2001 $11,528 $11,657 $10,406 1/31/2002 $11,707 $11,859 $10,430 2/28/2002 $11,845 $12,002 $10,471 3/31/2002 $11,618 $11,767 $10,530 4/30/2002 $11,811 $11,997 $10,589 5/31/2002 $11,864 $12,070 $10,589 6/30/2002 $11,971 $12,197 $10,595 7/31/2002 $12,135 $12,354 $10,607 8/31/2002 $12,265 $12,503 $10,642 9/30/2002 $12,549 $12,776 $10,660 10/31/2002 $12,282 $12,565 $10,677 11/30/2002 $12,223 $12,512 $10,677 12/31/2002 $12,466 $12,776 $10,654 1/31/2003 $12,428 $12,744 $10,701 2/28/2003 $12,602 $12,922 $10,783 3/31/2003 $12,590 $12,930 $10,848 4/30/2003 $12,664 $13,015 $10,824 5/31/2003 $12,969 $13,320 $10,807 6/30/2003 $12,916 $13,263 $10,819 7/31/2003 $12,316 $12,799 $10,830 8/31/2003 $12,368 $12,895 $10,872 9/30/2003 $12,661 $13,274 $10,907 10/31/2003 $12,601 $13,207 $10,895 11/30/2003 $12,756 $13,345 $10,866 12/31/2003 $12,855 $13,455 $10,854 1/31/2004 $12,921 $13,532 $10,907 2/29/2004 $13,124 $13,736 $10,966 3/31/2004 $13,107 $13,688 $11,037 4/30/2004 $12,760 $13,364 $11,072 5/31/2004 $12,707 $13,315 $11,137 6/30/2004 $12,783 $13,364 $11,172 7/31/2004 $12,968 $13,540 $11,154 8/31/2004 $13,201 $13,811 $11,160 9/30/2004 $13,278 $13,884 $11,184 10/31/2004 $13,416 $14,004 $11,243 11/30/2004 $13,323 $13,888 $11,249 12/31/2004 $13,488 $14,058 $11,207 1/31/2005 $13,648 $14,189 $11,231 2/28/2005 $13,617 $14,142 $11,296 3/31/2005 $13,566 $14,053 $11,384 4/30/2005 $13,765 $14,274 $11,461 5/31/2005 $13,859 $14,375 $11,449 6/30/2005 $13,929 $14,464 $11,455 7/31/2005 $13,899 $14,399 $11,508 8/31/2005 $14,016 $14,544 $11,567 9/30/2005 $13,924 $14,446 $11,708 10/31/2005 $13,842 $14,359 $11,731 11/30/2005 $13,898 $14,428 $11,637 12/31/2005 $14,020 $14,552 $11,590 1/31/2006 $14,038 $14,591 $11,678 2/28/2006 $14,127 $14,689 $11,702 3/31/2006 $14,048 $14,588 $11,767 4/30/2006 $14,052 $14,583 $11,867 5/31/2006 $14,083 $14,648 $11,926 6/30/2006 $14,038 $14,592 $11,949 7/31/2006 $14,158 $14,766 $11,985 8/31/2006 $14,344 $14,985 $12,008 9/30/2006 $14,425 $15,089 $11,949 10/31/2006 $14,510 $15,184 $11,885 11/30/2006 $14,629 $15,311 $11,867 12/31/2006 $14,581 $15,257 $11,885 1/31/2007 $14,534 $15,217 $11,921 2/28/2007 $14,707 $15,418 $11,985 3/31/2007 $14,649 $15,380 $12,094 4/30/2007 $14,691 $15,426 $12,172 5/31/2007 $14,629 $15,357 $12,247 6/30/2007 $14,567 $15,278 $12,270 7/31/2007 $14,652 $15,396 $12,267 8/31/2007 $14,522 $15,330 $12,245 9/30/2007 $14,712 $15,557 $12,279 10/31/2007 $14,771 $15,626 $12,305 11/30/2007 $14,829 $15,726 $12,378 12/31/2007 $14,833 $15,769 $12,370 1/31/2008 $14,930 $15,968 $12,431 2/29/2008 $14,225 $15,237 $12,467 3/31/2008 $14,664 $15,672 $12,575 4/30/2008 $14,874 $15,856 $12,652 5/31/2008 $14,974 $15,952 $12,758 6/30/2008 $14,852 $15,771 $12,887 7/31/2008 $14,845 $15,831 $12,954 8/31/2008 $14,932 $16,017 $12,903 9/30/2008 $14,170 $15,265 $12,885 10/31/2008 $13,969 $15,110 $12,755 11/30/2008 $13,789 $15,158 $12,510 12/31/2008 $13,752 $15,379 $12,381 1/31/2009 $14,276 $15,942 $12,435 2/28/2009 $14,487 $16,025 $12,497 3/31/2009 $14,483 $16,028 $12,527 4/30/2009 $14,854 $16,349 $12,558 5/31/2009 $15,086 $16,522 $12,595 6/30/2009 $14,974 $16,367 $12,703 7/31/2009 $15,153 $16,641 $12,683 8/31/2009 $15,473 $16,925 $12,711 9/30/2009 $16,052 $17,532 $12,719 10/31/2009 $15,799 $17,164 $12,731 11/30/2009 $15,788 $17,306 $12,740 12/31/2009 $15,892 $17,365 $12,718 1/31/2010 $15,940 $17,455 $12,761 2/28/2010 $16,053 $17,624 $12,764 34 | Annual Report Performance Summary (CONTINUED) ADVISOR CLASS (3/1/00-2/28/10)(8) AVERAGE ANNUAL TOTAL RETURN ADVISOR CLASS(8) 2/28/10 - ---------------- ------- 1-Year +11.46% 5-Year +3.91% 10-Year +5.43% (PERFORMANCE GRAPH) FRANKLIN CONNECTICUT BARCLAYS TAX-FREE CAPITAL INCOME FUND - MUNICIPAL DATE ADVISOR CLASS BOND INDEX CPI ---- ------------- ---------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,263 $10,218 $10,082 4/30/2000 $10,191 $10,158 $10,088 5/31/2000 $10,119 $10,105 $10,100 6/30/2000 $10,376 $10,373 $10,153 7/31/2000 $10,516 $10,518 $10,177 8/31/2000 $10,686 $10,680 $10,177 9/30/2000 $10,629 $10,624 $10,230 10/31/2000 $10,739 $10,740 $10,247 11/30/2000 $10,816 $10,821 $10,253 12/31/2000 $11,029 $11,089 $10,247 1/31/2001 $11,086 $11,198 $10,312 2/28/2001 $11,143 $11,234 $10,353 3/31/2001 $11,257 $11,334 $10,377 4/30/2001 $11,136 $11,212 $10,418 5/31/2001 $11,269 $11,332 $10,465 6/30/2001 $11,358 $11,408 $10,483 7/31/2001 $11,578 $11,577 $10,453 8/31/2001 $11,786 $11,768 $10,453 9/30/2001 $11,704 $11,729 $10,501 10/31/2001 $11,883 $11,868 $10,465 11/30/2001 $11,766 $11,768 $10,448 12/31/2001 $11,649 $11,657 $10,406 1/31/2002 $11,837 $11,859 $10,430 2/28/2002 $11,982 $12,002 $10,471 3/31/2002 $11,758 $11,767 $10,530 4/30/2002 $11,960 $11,997 $10,589 5/31/2002 $12,019 $12,070 $10,589 6/30/2002 $12,133 $12,197 $10,595 7/31/2002 $12,306 $12,354 $10,607 8/31/2002 $12,443 $12,503 $10,642 9/30/2002 $12,738 $12,776 $10,660 10/31/2002 $12,460 $12,565 $10,677 11/30/2002 $12,405 $12,512 $10,677 12/31/2002 $12,670 $12,776 $10,654 1/31/2003 $12,637 $12,744 $10,701 2/28/2003 $12,809 $12,922 $10,783 3/31/2003 $12,814 $12,930 $10,848 4/30/2003 $12,895 $13,015 $10,824 5/31/2003 $13,213 $13,320 $10,807 6/30/2003 $13,154 $13,263 $10,819 7/31/2003 $12,558 $12,799 $10,830 8/31/2003 $12,618 $12,895 $10,872 9/30/2003 $12,924 $13,274 $10,907 10/31/2003 $12,869 $13,207 $10,895 11/30/2003 $13,023 $13,345 $10,866 12/31/2003 $13,130 $13,455 $10,854 1/31/2004 $13,203 $13,532 $10,907 2/29/2004 $13,417 $13,736 $10,966 3/31/2004 $13,417 $13,688 $11,037 4/30/2004 $13,055 $13,364 $11,072 5/31/2004 $13,007 $13,315 $11,137 6/30/2004 $13,091 $13,364 $11,172 7/31/2004 $13,302 $13,540 $11,154 8/31/2004 $13,535 $13,811 $11,160 9/30/2004 $13,633 $13,884 $11,184 10/31/2004 $13,769 $14,004 $11,243 11/30/2004 $13,679 $13,888 $11,249 12/31/2004 $13,856 $14,058 $11,207 1/31/2005 $14,027 $14,189 $11,231 2/28/2005 $14,002 $14,142 $11,296 3/31/2005 $13,956 $14,053 $11,384 4/30/2005 $14,169 $14,274 $11,461 5/31/2005 $14,272 $14,375 $11,449 6/30/2005 $14,339 $14,464 $11,455 7/31/2005 $14,314 $14,399 $11,508 8/31/2005 $14,454 $14,544 $11,567 9/30/2005 $14,352 $14,446 $11,708 10/31/2005 $14,287 $14,359 $11,731 11/30/2005 $14,351 $14,428 $11,637 12/31/2005 $14,484 $14,552 $11,590 1/31/2006 $14,509 $14,591 $11,678 2/28/2006 $14,608 $14,689 $11,702 3/31/2006 $14,520 $14,588 $11,767 4/30/2006 $14,544 $14,583 $11,867 5/31/2006 $14,570 $14,648 $11,926 6/30/2006 $14,530 $14,592 $11,949 7/31/2006 $14,676 $14,766 $11,985 8/31/2006 $14,875 $14,985 $12,008 9/30/2006 $14,967 $15,089 $11,949 10/31/2006 $15,048 $15,184 $11,885 11/30/2006 $15,179 $15,311 $11,867 12/31/2006 $15,137 $15,257 $11,885 1/31/2007 $15,108 $15,217 $11,921 2/28/2007 $15,282 $15,418 $11,985 3/31/2007 $15,229 $15,380 $12,094 4/30/2007 $15,280 $15,426 $12,172 5/31/2007 $15,222 $15,357 $12,247 6/30/2007 $15,164 $15,278 $12,270 7/31/2007 $15,260 $15,396 $12,267 8/31/2007 $15,131 $15,330 $12,245 9/30/2007 $15,351 $15,557 $12,279 10/31/2007 $15,419 $15,626 $12,305 11/30/2007 $15,474 $15,726 $12,378 12/31/2007 $15,484 $15,769 $12,370 1/31/2008 $15,608 $15,968 $12,431 2/29/2008 $14,874 $15,237 $12,467 3/31/2008 $15,329 $15,672 $12,575 4/30/2008 $15,557 $15,856 $12,652 5/31/2008 $15,685 $15,952 $12,758 6/30/2008 $15,548 $15,771 $12,887 7/31/2008 $15,548 $15,831 $12,954 8/31/2008 $15,647 $16,017 $12,903 9/30/2008 $14,866 $15,265 $12,885 10/31/2008 $14,647 $15,110 $12,755 11/30/2008 $14,478 $15,158 $12,510 12/31/2008 $14,446 $15,379 $12,381 1/31/2009 $14,991 $15,942 $12,435 2/28/2009 $15,219 $16,025 $12,497 3/31/2009 $15,239 $16,028 $12,527 4/30/2009 $15,622 $16,349 $12,558 5/31/2009 $15,875 $16,522 $12,595 6/30/2009 $15,764 $16,367 $12,703 7/31/2009 $15,946 $16,641 $12,683 8/31/2009 $16,308 $16,925 $12,711 9/30/2009 $16,915 $17,532 $12,719 10/31/2009 $16,656 $17,164 $12,731 11/30/2009 $16,653 $17,306 $12,740 12/31/2009 $16,773 $17,365 $12,718 1/31/2010 $16,834 $17,455 $12,761 2/28/2010 $16,962 $17,624 $12,764 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. 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 2/28/10. (5.) Taxable equivalent distribution rate and yield assume the published rates as of 12/24/09 for the maximum combined effective federal and Connecticut personal income tax rate of 39.23%, based on the federal income tax rate of 35.00%. (6.) The 30-day standardized yield for the month ended 2/28/10 reflects an estimated yield to maturity (assuming all portfolio securities are held to maturity). It should be regarded as an estimate of the Fund's rate of investment income, and it may not equal the Fund's actual income distribution rate (which reflects the Fund's past dividends paid to shareholders) or the income reported in the Fund's financial statements. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. In periods of market volatility, assets may decline significantly, causing total annual Fund operating expenses to become higher than the figures shown. (8.) Effective 7/15/09, 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 7/15/09, 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 7/14/09, actual Advisor Class performance is used reflecting all charges and fees applicable to that class. Since 7/15/09 (commencement of sales), the cumulative total return of Advisor Class shares was +6.78%. (9.) Source: (C) 2010 Morningstar. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. To be included in the index, bonds must be fixed rate, have at least one year to final maturity and be rated investment grade (Baa3/BBB- or higher) by at least two of the following agencies: Moody's, Standard & Poor's or Fitch. 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 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. 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 ENDING EXPENSES PAID ACCOUNT ACCOUNT DURING PERIOD* VALUE 9/1/09 VALUE 2/28/10 9/1/09-2/28/10 ------------ ------------- -------------- CLASS A Actual $1,000 $1,040.60 $3.44 Hypothetical (5% return before expenses) $1,000 $1,021.42 $3.41 CLASS C Actual $1,000 $1,037.50 $6.21 Hypothetical (5% return before expenses) $1,000 $1,018.70 $6.16 ADVISOR CLASS Actual $1,000 $1,040.10 $2.93 Hypothetical (5% return before expenses) $1,000 $1,021.92 $2.91 * Expenses are calculated using the most recent six-month expense ratio, annualized for each class (A: 0.68%; C: 1.23%; and Advisor: 0.58%), multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. Annual Report | 37 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 focuses on municipal securities issued by U.S. territories such as Puerto Rico, Guam and the U.S. Virgin Islands. CREDIT QUALITY BREAKDOWN* Franklin Double Tax-Free Income Fund 2/28/10 % OF TOTAL RATINGS LONG-TERM INVESTMENTS** - ------- ----------------------- AAA 18.5% AA 5.8% A 16.9% BBB 53.9% Below Investment Grade 0.4% Not Rated by S&P 4.5% * 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. The letter ratings are provided to indicate the creditworthiness of the Fund's bond holdings and generally can range from AAA or Aaa (highest) to Below Investment Grade (lowest). ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa -- 0.1% BBB or Baa 3.5% 0.9% --- --- Total 3.5% 1.0% We are pleased to bring you Franklin Double Tax-Free Income Fund's annual report for the fiscal year ended February 28, 2010. 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 $10.54 on February 28, 2009, to $11.56 on February 28, 2010. 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 132. 38 | Annual Report DIVIDEND DISTRIBUTIONS* Franklin Double Tax-Free Income Fund DIVIDEND PER SHARE ----------------------------------------- MONTH CLASS A CLASS C ADVISOR CLASS** - ----- ---------- ---------- --------------- March 2009 4.22 cents 3.77 cents -- April 2009 4.22 cents 3.77 cents -- May 2009 4.22 cents 3.77 cents -- June 2009 4.22 cents 3.74 cents -- July 2009 4.22 cents 3.74 cents 0.70 cents August 2009 4.22 cents 3.74 cents 4.31 cents September 2009 4.22 cents 3.69 cents 4.31 cents October 2009 4.22 cents 3.69 cents 4.31 cents November 2009 4.22 cents 3.69 cents 4.31 cents December 2009 4.22 cents 3.67 cents 4.31 cents January 2010 4.22 cents 3.67 cents 4.31 cents February 2010 4.22 cents 3.67 cents 4.31 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 7/15/09, the Fund began offering Advisor Class shares. See the prospectus for details. Class A shares paid dividends totaling 50.62 cents per share for the same period.(2) The Performance Summary beginning on page 41 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 4.28 cent per share dividend and the maximum offering price of $12.07 on February 28, 2010. An investor in the 2010 maximum federal income tax bracket of 35.00% would need to earn a distribution rate of 6.55% 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. 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 this by investing principally in U.S. territories such (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 Double Tax-Free Income Fund 2/28/10 % OF TOTAL LONG-TERM INVESTMENTS* ---------------------- General Obligation 19.0% Tax-Supported 16.0% Utilities 14.9% Prerefunded 13.6% Transportation 10.6% Subject to Government Appropriations 9.2% Other Revenue 7.0% Housing 4.0% Higher Education 3.3% Hospital & Health Care 2.4% * Does not include short-term investments and other net assets. as Puerto Rico, the U.S. Virgin Islands and Guam. This can be particularly appealing to residents of states such as Illinois, Iowa and Wisconsin, where income from their own municipal securities may be fully taxable. The Fund was well diversified with 111 different positions across 10 different sectors as of February 28, 2010. Issuers represented in the portfolio included Puerto Rico (82.1% of the Fund's total long-term investments), U.S. Virgin Islands (11.3%) and Guam (6.6%). 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, 2010, 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. 40 | Annual Report Performance Summary as of 2/28/10 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 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$1.02 $11.56 $10.54 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.5062 CLASS C (SYMBOL: FPRIX) CHANGE 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$1.03 $11.61 $10.58 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.4457 ADVISOR CLASS (SYMBOL: N/A) CHANGE 2/28/10 7/15/09 - --------------------------- ------ ------- ------- Net Asset Value (NAV) +$0.79 $11.57 $10.78 DISTRIBUTIONS (7/16/09-2/28/10) Dividend Income $0.3197 Annual Report | 41 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 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) +14.78% +19.63% +66.36% Average Annual Total Return(2) +9.88% +2.76% +4.76% Avg. Ann. Total Return (3/31/10)(3) +13.73% +2.99% +4.63% Distribution Rate(4) 4.26% Taxable Equivalent Distribution Rate(5) 6.55% 30-Day Standardized Yield(6) 3.89% Taxable Equivalent Yield(5) 5.98% Total Annual Operating Expenses(7) 0.68% CLASS C 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------- Cumulative Total Return(1) +14.21% +16.43% +57.68% Average Annual Total Return(2) +13.21% +3.09% +4.66% Avg. Ann. Total Return (3/31/10)(3) +17.01% +3.31% +4.51% Distribution Rate(4) 3.86% Taxable Equivalent Distribution Rate(5) 5.94% 30-Day Standardized Yield(6) 3.51% Taxable Equivalent Yield(5) 5.40% Total Annual Operating Expenses(7) 1.23% ADVISOR CLASS(8) 1-YEAR 5-YEAR 10-YEAR - ---------------- ------ ------ ------- Cumulative Total Return(1) +14.95% +19.81% +66.60% Average Annual Total Return(2) +14.95% +3.68% +5.24% Avg. Ann. Total Return (3/31/10)(3) +18.92% +3.92% +5.10% Distribution Rate(4) 4.54% Taxable Equivalent Distribution Rate(5) 6.98% 30-Day Standardized Yield(6) 4.17% Taxable Equivalent Yield(5) 6.42% Total Annual Operating Expenses(7) 0.58% PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. FOR MOST RECENT MONTH-END PERFORMANCE, GO TO franklintempleton.com OR CALL (800) 342-5236. 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 2/28/10 - ------- ------- 1-Year +9.88% 5-Year +2.76% 10-Year +4.76% CLASS A (3/1/00-2/28/10) (PERFORMANCE GRAPH) FRANKLIN DOUBLE BARCLAYS CAPITAL TAX-FREE INCOME MUNICIPAL BOND DATE FUND - CLASS A INDEX CPI - ---- --------------- ---------------- ------- 3/1/2000 $ 9,575 $10,000 $10,000 3/31/2000 $ 9,774 $10,218 $10,082 4/30/2000 $ 9,730 $10,158 $10,088 5/31/2000 $ 9,679 $10,105 $10,100 6/30/2000 $ 9,916 $10,373 $10,153 7/31/2000 $10,057 $10,518 $10,177 8/31/2000 $10,217 $10,680 $10,177 9/30/2000 $10,170 $10,624 $10,230 10/31/2000 $10,234 $10,740 $10,247 11/30/2000 $10,314 $10,821 $10,253 12/31/2000 $10,530 $11,089 $10,247 1/31/2001 $10,593 $11,198 $10,312 2/28/2001 $10,633 $11,234 $10,353 3/31/2001 $10,709 $11,334 $10,377 4/30/2001 $10,625 $11,212 $10,418 5/31/2001 $10,745 $11,332 $10,465 6/30/2001 $10,835 $11,408 $10,483 7/31/2001 $11,024 $11,577 $10,453 8/31/2001 $11,192 $11,768 $10,453 9/30/2001 $11,055 $11,729 $10,501 10/31/2001 $11,196 $11,868 $10,465 11/30/2001 $11,097 $11,768 $10,448 12/31/2001 $10,974 $11,657 $10,406 1/31/2002 $11,144 $11,859 $10,430 2/28/2002 $11,302 $12,002 $10,471 3/31/2002 $11,099 $11,767 $10,530 4/30/2002 $11,318 $11,997 $10,589 5/31/2002 $11,363 $12,070 $10,589 6/30/2002 $11,454 $12,197 $10,595 7/31/2002 $11,588 $12,354 $10,607 8/31/2002 $11,710 $12,503 $10,642 9/30/2002 $11,982 $12,776 $10,660 10/31/2002 $11,780 $12,565 $10,677 11/30/2002 $11,752 $12,512 $10,677 12/31/2002 $11,990 $12,776 $10,654 1/31/2003 $11,915 $12,744 $10,701 2/28/2003 $12,056 $12,922 $10,783 3/31/2003 $12,055 $12,930 $10,848 4/30/2003 $12,080 $13,015 $10,824 5/31/2003 $12,390 $13,320 $10,807 6/30/2003 $12,332 $13,263 $10,819 7/31/2003 $11,865 $12,799 $10,830 8/31/2003 $11,970 $12,895 $10,872 9/30/2003 $12,296 $13,274 $10,907 10/31/2003 $12,228 $13,207 $10,895 11/30/2003 $12,396 $13,345 $10,866 12/31/2003 $12,507 $13,455 $10,854 1/31/2004 $12,563 $13,532 $10,907 2/29/2004 $12,804 $13,736 $10,966 3/31/2004 $12,798 $13,688 $11,037 4/30/2004 $12,438 $13,364 $11,072 5/31/2004 $12,325 $13,315 $11,137 6/30/2004 $12,414 $13,364 $11,172 7/31/2004 $12,622 $13,540 $11,154 8/31/2004 $12,886 $13,811 $11,160 9/30/2004 $12,954 $13,884 $11,184 10/31/2004 $13,087 $14,004 $11,243 11/30/2004 $12,991 $13,888 $11,249 12/31/2004 $13,147 $14,058 $11,207 1/31/2005 $13,324 $14,189 $11,231 2/28/2005 $13,315 $14,142 $11,296 3/31/2005 $13,263 $14,053 $11,384 4/30/2005 $13,463 $14,274 $11,461 5/31/2005 $13,568 $14,375 $11,449 6/30/2005 $13,650 $14,464 $11,455 7/31/2005 $13,596 $14,399 $11,508 8/31/2005 $13,723 $14,544 $11,567 9/30/2005 $13,622 $14,446 $11,708 10/31/2005 $13,531 $14,359 $11,731 11/30/2005 $13,535 $14,428 $11,637 12/31/2005 $13,663 $14,552 $11,590 1/31/2006 $13,718 $14,591 $11,678 2/28/2006 $13,865 $14,689 $11,702 3/31/2006 $13,755 $14,588 $11,767 4/30/2006 $13,744 $14,583 $11,867 5/31/2006 $13,760 $14,648 $11,926 6/30/2006 $13,725 $14,592 $11,949 7/31/2006 $13,880 $14,766 $11,985 8/31/2006 $14,083 $14,985 $12,008 9/30/2006 $14,201 $15,089 $11,949 10/31/2006 $14,299 $15,184 $11,885 11/30/2006 $14,429 $15,311 $11,867 12/31/2006 $14,372 $15,257 $11,885 1/31/2007 $14,351 $15,217 $11,921 2/28/2007 $14,554 $15,418 $11,985 3/31/2007 $14,511 $15,380 $12,094 4/30/2007 $14,561 $15,426 $12,172 5/31/2007 $14,515 $15,357 $12,247 6/30/2007 $14,441 $15,278 $12,270 7/31/2007 $14,540 $15,396 $12,267 8/31/2007 $14,381 $15,330 $12,245 9/30/2007 $14,590 $15,557 $12,279 10/31/2007 $14,654 $15,626 $12,305 11/30/2007 $14,641 $15,726 $12,378 12/31/2007 $14,567 $15,769 $12,370 1/31/2008 $14,691 $15,968 $12,431 2/29/2008 $13,964 $15,237 $12,467 3/31/2008 $14,356 $15,672 $12,575 4/30/2008 $14,633 $15,856 $12,652 5/31/2008 $14,788 $15,952 $12,758 6/30/2008 $14,623 $15,771 $12,887 7/31/2008 $14,587 $15,831 $12,954 8/31/2008 $14,745 $16,017 $12,903 9/30/2008 $13,820 $15,265 $12,885 10/31/2008 $13,425 $15,110 $12,755 11/30/2008 $13,179 $15,158 $12,510 12/31/2008 $12,677 $15,379 $12,381 1/31/2009 $13,683 $15,942 $12,435 2/28/2009 $13,879 $16,025 $12,497 3/31/2009 $13,518 $16,028 $12,527 4/30/2009 $14,114 $16,349 $12,558 5/31/2009 $14,529 $16,522 $12,595 6/30/2009 $14,371 $16,367 $12,703 7/31/2009 $14,615 $16,641 $12,683 8/31/2009 $14,967 $16,925 $12,711 9/30/2009 $15,817 $17,532 $12,719 10/31/2009 $15,580 $17,164 $12,731 11/30/2009 $15,555 $17,306 $12,740 12/31/2009 $15,598 $17,365 $12,718 1/31/2010 $15,726 $17,455 $12,761 2/28/2010 $15,923 $17,624 $12,764 AVERAGE ANNUAL TOTAL RETURN CLASS C 2/28/10 - ------- ------- 1-Year +13.21% 5-Year +3.09% 10-Year +4.66% CLASS C (3/1/00-2/28/10) (PERFORMANCE GRAPH) FRANKLIN DOUBLE BARCLAYS CAPITAL TAX-FREE INCOME MUNICIPAL BOND DATE FUND - CLASS C INDEX CPI - ---- --------------- ---------------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,203 $10,218 $10,082 4/30/2000 $10,144 $10,158 $10,088 5/31/2000 $10,095 $10,105 $10,100 6/30/2000 $10,337 $10,373 $10,153 7/31/2000 $10,480 $10,518 $10,177 8/31/2000 $10,641 $10,680 $10,177 9/30/2000 $10,587 $10,624 $10,230 10/31/2000 $10,649 $10,740 $10,247 11/30/2000 $10,727 $10,821 $10,253 12/31/2000 $10,946 $11,089 $10,247 1/31/2001 $11,006 $11,198 $10,312 2/28/2001 $11,054 $11,234 $10,353 3/31/2001 $11,126 $11,334 $10,377 4/30/2001 $11,034 $11,212 $10,418 5/31/2001 $11,144 $11,332 $10,465 6/30/2001 $11,232 $11,408 $10,483 7/31/2001 $11,422 $11,577 $10,453 8/31/2001 $11,600 $11,768 $10,453 9/30/2001 $11,444 $11,729 $10,501 10/31/2001 $11,594 $11,868 $10,465 11/30/2001 $11,476 $11,768 $10,448 12/31/2001 $11,354 $11,657 $10,406 1/31/2002 $11,524 $11,859 $10,430 2/28/2002 $11,672 $12,002 $10,471 3/31/2002 $11,467 $11,767 $10,530 4/30/2002 $11,687 $11,997 $10,589 5/31/2002 $11,728 $12,070 $10,589 6/30/2002 $11,806 $12,197 $10,595 7/31/2002 $11,949 $12,354 $10,607 8/31/2002 $12,070 $12,503 $10,642 9/30/2002 $12,344 $12,776 $10,660 10/31/2002 $12,130 $12,565 $10,677 11/30/2002 $12,097 $12,512 $10,677 12/31/2002 $12,345 $12,776 $10,654 1/31/2003 $12,263 $12,744 $10,701 2/28/2003 $12,393 $12,922 $10,783 3/31/2003 $12,386 $12,930 $10,848 4/30/2003 $12,406 $13,015 $10,824 5/31/2003 $12,718 $13,320 $10,807 6/30/2003 $12,652 $13,263 $10,819 7/31/2003 $12,168 $12,799 $10,830 8/31/2003 $12,280 $12,895 $10,872 9/30/2003 $12,607 $13,274 $10,907 10/31/2003 $12,520 $13,207 $10,895 11/30/2003 $12,697 $13,345 $10,866 12/31/2003 $12,793 $13,455 $10,854 1/31/2004 $12,845 $13,532 $10,907 2/29/2004 $13,097 $13,736 $10,966 3/31/2004 $13,085 $13,688 $11,037 4/30/2004 $12,701 $13,364 $11,072 5/31/2004 $12,580 $13,315 $11,137 6/30/2004 $12,665 $13,364 $11,172 7/31/2004 $12,881 $13,540 $11,154 8/31/2004 $13,144 $13,811 $11,160 9/30/2004 $13,207 $13,884 $11,184 10/31/2004 $13,336 $14,004 $11,243 11/30/2004 $13,221 $13,888 $11,249 12/31/2004 $13,385 $14,058 $11,207 1/31/2005 $13,558 $14,189 $11,231 2/28/2005 $13,543 $14,142 $11,296 3/31/2005 $13,484 $14,053 $11,384 4/30/2005 $13,680 $14,274 $11,461 5/31/2005 $13,781 $14,375 $11,449 6/30/2005 $13,846 $14,464 $11,455 7/31/2005 $13,784 $14,399 $11,508 8/31/2005 $13,918 $14,544 $11,567 9/30/2005 $13,810 $14,446 $11,708 10/31/2005 $13,712 $14,359 $11,731 11/30/2005 $13,709 $14,428 $11,637 12/31/2005 $13,832 $14,552 $11,590 1/31/2006 $13,882 $14,591 $11,678 2/28/2006 $14,013 $14,689 $11,702 3/31/2006 $13,906 $14,588 $11,767 4/30/2006 $13,889 $14,583 $11,867 5/31/2006 $13,898 $14,648 $11,926 6/30/2006 $13,857 $14,592 $11,949 7/31/2006 $14,007 $14,766 $11,985 8/31/2006 $14,204 $14,985 $12,008 9/30/2006 $14,316 $15,089 $11,949 10/31/2006 $14,408 $15,184 $11,885 11/30/2006 $14,533 $15,311 $11,867 12/31/2006 $14,469 $15,257 $11,885 1/31/2007 $14,442 $15,217 $11,921 2/28/2007 $14,650 $15,418 $11,985 3/31/2007 $14,589 $15,380 $12,094 4/30/2007 $14,644 $15,426 $12,172 5/31/2007 $14,579 $15,357 $12,247 6/30/2007 $14,499 $15,278 $12,270 7/31/2007 $14,603 $15,396 $12,267 8/31/2007 $14,425 $15,330 $12,245 9/30/2007 $14,628 $15,557 $12,279 10/31/2007 $14,685 $15,626 $12,305 11/30/2007 $14,665 $15,726 $12,378 12/31/2007 $14,584 $15,769 $12,370 1/31/2008 $14,702 $15,968 $12,431 2/29/2008 $13,970 $15,237 $12,467 3/31/2008 $14,354 $15,672 $12,575 4/30/2008 $14,623 $15,856 $12,652 5/31/2008 $14,770 $15,952 $12,758 6/30/2008 $14,600 $15,771 $12,887 7/31/2008 $14,570 $15,831 $12,954 8/31/2008 $14,707 $16,017 $12,903 9/30/2008 $13,781 $15,265 $12,885 10/31/2008 $13,382 $15,110 $12,755 11/30/2008 $13,132 $15,158 $12,510 12/31/2008 $12,627 $15,379 $12,381 1/31/2009 $13,620 $15,942 $12,435 2/28/2009 $13,808 $16,025 $12,497 3/31/2009 $13,444 $16,028 $12,527 4/30/2009 $14,028 $16,349 $12,558 5/31/2009 $14,434 $16,522 $12,595 6/30/2009 $14,271 $16,367 $12,703 7/31/2009 $14,506 $16,641 $12,683 8/31/2009 $14,847 $16,925 $12,711 9/30/2009 $15,681 $17,532 $12,719 10/31/2009 $15,453 $17,164 $12,731 11/30/2009 $15,421 $17,306 $12,740 12/31/2009 $15,456 $17,365 $12,718 1/31/2010 $15,561 $17,455 $12,761 2/28/2010 $15,768 $17,624 $12,764 Annual Report | 43 Performance Summary (CONTINUED) AVERAGE ANNUAL TOTAL RETURN ADVISOR CLASS(8) 2/28/10 - ---------------- ------- 1-Year +14.95% 5-Year +3.68% 10-Year +5.24% ADVISOR CLASS (3/1/00-2/28/10)(8) (PERFORMANCE GRAPH) FRANKLIN DOUBLE BARCLAYS CAPITAL TAX-FREE INCOME MUNICIPAL BOND DATE FUND - ADVISOR CLASS INDEX CPI - ---- -------------------- ---------------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,207 $10,218 $10,082 4/30/2000 $10,162 $10,158 $10,088 5/31/2000 $10,108 $10,105 $10,100 6/30/2000 $10,356 $10,373 $10,153 7/31/2000 $10,504 $10,518 $10,177 8/31/2000 $10,671 $10,680 $10,177 9/30/2000 $10,621 $10,624 $10,230 10/31/2000 $10,688 $10,740 $10,247 11/30/2000 $10,771 $10,821 $10,253 12/31/2000 $10,998 $11,089 $10,247 1/31/2001 $11,063 $11,198 $10,312 2/28/2001 $11,105 $11,234 $10,353 3/31/2001 $11,184 $11,334 $10,377 4/30/2001 $11,097 $11,212 $10,418 5/31/2001 $11,222 $11,332 $10,465 6/30/2001 $11,316 $11,408 $10,483 7/31/2001 $11,513 $11,577 $10,453 8/31/2001 $11,688 $11,768 $10,453 9/30/2001 $11,546 $11,729 $10,501 10/31/2001 $11,693 $11,868 $10,465 11/30/2001 $11,589 $11,768 $10,448 12/31/2001 $11,461 $11,657 $10,406 1/31/2002 $11,639 $11,859 $10,430 2/28/2002 $11,804 $12,002 $10,471 3/31/2002 $11,592 $11,767 $10,530 4/30/2002 $11,821 $11,997 $10,589 5/31/2002 $11,867 $12,070 $10,589 6/30/2002 $11,962 $12,197 $10,595 7/31/2002 $12,102 $12,354 $10,607 8/31/2002 $12,230 $12,503 $10,642 9/30/2002 $12,514 $12,776 $10,660 10/31/2002 $12,303 $12,565 $10,677 11/30/2002 $12,274 $12,512 $10,677 12/31/2002 $12,522 $12,776 $10,654 1/31/2003 $12,443 $12,744 $10,701 2/28/2003 $12,591 $12,922 $10,783 3/31/2003 $12,590 $12,930 $10,848 4/30/2003 $12,617 $13,015 $10,824 5/31/2003 $12,940 $13,320 $10,807 6/30/2003 $12,879 $13,263 $10,819 7/31/2003 $12,391 $12,799 $10,830 8/31/2003 $12,502 $12,895 $10,872 9/30/2003 $12,842 $13,274 $10,907 10/31/2003 $12,771 $13,207 $10,895 11/30/2003 $12,946 $13,345 $10,866 12/31/2003 $13,062 $13,455 $10,854 1/31/2004 $13,120 $13,532 $10,907 2/29/2004 $13,373 $13,736 $10,966 3/31/2004 $13,366 $13,688 $11,037 4/30/2004 $12,990 $13,364 $11,072 5/31/2004 $12,872 $13,315 $11,137 6/30/2004 $12,965 $13,364 $11,172 7/31/2004 $13,182 $13,540 $11,154 8/31/2004 $13,458 $13,811 $11,160 9/30/2004 $13,529 $13,884 $11,184 10/31/2004 $13,667 $14,004 $11,243 11/30/2004 $13,567 $13,888 $11,249 12/31/2004 $13,730 $14,058 $11,207 1/31/2005 $13,915 $14,189 $11,231 2/28/2005 $13,906 $14,142 $11,296 3/31/2005 $13,851 $14,053 $11,384 4/30/2005 $14,060 $14,274 $11,461 5/31/2005 $14,170 $14,375 $11,449 6/30/2005 $14,256 $14,464 $11,455 7/31/2005 $14,199 $14,399 $11,508 8/31/2005 $14,332 $14,544 $11,567 9/30/2005 $14,226 $14,446 $11,708 10/31/2005 $14,131 $14,359 $11,731 11/30/2005 $14,135 $14,428 $11,637 12/31/2005 $14,269 $14,552 $11,590 1/31/2006 $14,327 $14,591 $11,678 2/28/2006 $14,480 $14,689 $11,702 3/31/2006 $14,365 $14,588 $11,767 4/30/2006 $14,355 $14,583 $11,867 5/31/2006 $14,371 $14,648 $11,926 6/30/2006 $14,334 $14,592 $11,949 7/31/2006 $14,497 $14,766 $11,985 8/31/2006 $14,708 $14,985 $12,008 9/30/2006 $14,831 $15,089 $11,949 10/31/2006 $14,934 $15,184 $11,885 11/30/2006 $15,070 $15,311 $11,867 12/31/2006 $15,010 $15,257 $11,885 1/31/2007 $14,988 $15,217 $11,921 2/28/2007 $15,200 $15,418 $11,985 3/31/2007 $15,156 $15,380 $12,094 4/30/2007 $15,208 $15,426 $12,172 5/31/2007 $15,160 $15,357 $12,247 6/30/2007 $15,082 $15,278 $12,270 7/31/2007 $15,186 $15,396 $12,267 8/31/2007 $15,019 $15,330 $12,245 9/30/2007 $15,238 $15,557 $12,279 10/31/2007 $15,305 $15,626 $12,305 11/30/2007 $15,291 $15,726 $12,378 12/31/2007 $15,213 $15,769 $12,370 1/31/2008 $15,343 $15,968 $12,431 2/29/2008 $14,584 $15,237 $12,467 3/31/2008 $14,993 $15,672 $12,575 4/30/2008 $15,282 $15,856 $12,652 5/31/2008 $15,444 $15,952 $12,758 6/30/2008 $15,272 $15,771 $12,887 7/31/2008 $15,235 $15,831 $12,954 8/31/2008 $15,399 $16,017 $12,903 9/30/2008 $14,433 $15,265 $12,885 10/31/2008 $14,021 $15,110 $12,755 11/30/2008 $13,764 $15,158 $12,510 12/31/2008 $13,240 $15,379 $12,381 1/31/2009 $14,291 $15,942 $12,435 2/28/2009 $14,495 $16,025 $12,497 3/31/2009 $14,118 $16,028 $12,527 4/30/2009 $14,740 $16,349 $12,558 5/31/2009 $15,174 $16,522 $12,595 6/30/2009 $15,009 $16,367 $12,703 7/31/2009 $15,265 $16,641 $12,683 8/31/2009 $15,633 $16,925 $12,711 9/30/2009 $16,537 $17,532 $12,719 10/31/2009 $16,290 $17,164 $12,731 11/30/2009 $16,265 $17,306 $12,740 12/31/2009 $16,312 $17,365 $12,718 1/31/2010 $16,447 $17,455 $12,761 2/28/2010 $16,660 $17,624 $12,764 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. 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 2/28/10. (5.) Taxable equivalent distribution rate and yield assume the 2010 maximum federal income tax rate of 35.00%. (6.) The 30-day standardized yield for the month ended 2/28/10 reflects an estimated yield to maturity (assuming all portfolio securities are held to maturity). It should be regarded as an estimate of the Fund's rate of investment income, and it may not equal the Fund's actual income distribution rate (which reflects the Fund's past dividends paid to shareholders) or the income reported in the Fund's financial statements. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. In periods of market volatility, assets may decline significantly, causing total annual Fund operating expenses to become higher than the figures shown. (8.) Effective 7/15/09, 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 7/15/09, 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 7/14/09, actual Advisor Class performance is used reflecting all charges and fees applicable to that class. Since 7/15/09 (commencement of sales), the cumulative total return of Advisor Class shares was +10.38%. (9.) Source: (C) 2010 Morningstar. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. To be included in the index, bonds must be fixed rate, have at least one year to final maturity and be rated investment grade (Baa3/BBB- or higher) by at least two of the following agencies: Moody's, Standard & Poor's or Fitch. 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 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. 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 9/1/09 VALUE 2/28/10 PERIOD* 9/1/09-2/28/10 ----------------- -------------- ---------------------- CLASS A Actual $1,000 $1,064.30 $3.53 Hypothetical (5% return before expenses) $1,000 $1,021.37 $3.46 CLASS C Actual $1,000 $1,062.00 $6.34 Hypothetical (5% return before expenses) $1,000 $1,018.65 $6.21 ADVISOR CLASS Actual $1,000 $1,065.70 $3.02 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 to reflect the one-half year period. 46 | Annual Report 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 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) The Fund maintains a dollar-weighted average portfolio 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 2/28/10 % OF TOTAL LONG-TERM RATINGS INVESTMENTS** - ------- ------------- AAA 32.2% AA 24.0% A 31.4% BBB 8.1% Below Investment Grade 0.4% Not Rated by S&P 3.9% * 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. The letter ratings are provided to indicate the creditworthiness of the Fund's bond holdings and generally can range from AAA or Aaa (highest) to Below Investment Grade (lowest). ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa -- 0.2% AA or Aa 1.2% 0.3% A 0.6% 0.6% BBB or Baa 0.9% 0.1% --- --- Total 2.7% 1.2% We are pleased to bring you Franklin Federal Intermediate-Term Tax-Free Income Fund's annual report for the fiscal year ended February 28, 2010. (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 | 47 DIVIDEND DISTRIBUTIONS* Franklin Federal Intermediate-Term Tax-Free Income Fund DIVIDEND PER SHARE --------------------------------------- MONTH CLASS A CLASS C ADVISOR CLASS - ----- ---------- ---------- ------------- March 2009 3.68 cents 3.17 cents 3.77 cents April 2009 3.68 cents 3.17 cents 3.77 cents May 2009 3.68 cents 3.17 cents 3.77 cents June 2009 3.68 cents 3.16 cents 3.77 cents July 2009 3.68 cents 3.16 cents 3.77 cents August 2009 3.68 cents 3.16 cents 3.77 cents September 2009 3.68 cents 3.16 cents 3.77 cents October 2009 3.68 cents 3.16 cents 3.77 cents November 2009 3.58 cents 3.06 cents 3.67 cents December 2009 3.58 cents 3.03 cents 3.67 cents January 2010 3.58 cents 3.03 cents 3.67 cents February 2010 3.58 cents 3.03 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. 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 $10.99 on February 28, 2009, to $11.59 on February 28, 2010. The Fund's Class A shares paid dividends totaling 43.70 cents per share for the same period.(2) The Performance Summary beginning on page 50 shows that at the end of this reporting period the Fund's Class A shares' distribution rate was 3.62% based on an annualization of the current 3.58 cent per share dividend and the maximum offering price of $11.86 on February 28, 2010. An investor in the 2010 maximum federal income tax bracket of 35.00% would need to earn a distribution rate of 5.57% 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. During the year under review, renewed investor interest in municipal bonds and limited new-issue supply tended to reduce the Fund's income, which caused dividends to decline slightly. (2.) All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. 48 | 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 beginning 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, 2010, 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 Federal Intermediate-Term Tax-Free Income Fund 2/28/10 % OF TOTAL LONG-TERM INVESTMENTS* ---------------------- Subject to Government Appropriations 20.9% Utilities 18.8% General Obligation 16.8% Transportation 13.0% Hospital & Health Care 11.9% Other Revenue 7.1% Higher Education 4.4% Tax-Supported 4.2% Prerefunded 2.1% Housing 0.6% Corporate-Backed 0.2% * Does not include short-term investments and other net assets. Annual Report | 49 Performance Summary as of 2/28/10 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 2/28/10 2/28/09 - ----------------------- ------- ------- ------- Net Asset Value (NAV) +$0.60 $11.59 $10.99 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.4370 CLASS C (SYMBOL: FCITX) CHANGE 2/28/10 2/28/09 - ----------------------- ------- ------- ------- Net Asset Value (NAV) +$0.60 $11.61 $11.01 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.3740 ADVISOR CLASS (SYMBOL: FITZX) CHANGE 2/28/10 2/28/09 - ----------------------- ------- ------- ------- Net Asset Value (NAV) +$0.60 $11.60 $11.00 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.4478 50 | Annual Report 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) +9.61% +21.42% +63.90% Average Annual Total Return(2) +7.17% +3.50% +4.83% Avg. Ann. Total Return (3/31/10)(3) +6.50% +3.55% +4.61% Distribution Rate(4) 3.62% Taxable Equivalent Distribution Rate(5) 5.57% 30-Day Standardized Yield(6) 3.17% Taxable Equivalent Yield(5) 4.88% Total Annual Operating Expenses(7) 0.68% CLASS C 1-YEAR 5-YEAR INCEPTION (7/1/03) - ------- ------ ------ ------------------ Cumulative Total Return(1) +8.98% +18.08% +22.86% Average Annual Total Return(2) +7.98% +3.38% +3.14% Avg. Ann. Total Return (3/31/10)(3) +7.31% +3.44% +3.00% Distribution Rate(4) 3.14% Taxable Equivalent Distribution Rate(5) 4.83% 30-Day Standardized Yield(6) 2.71% Taxable Equivalent Yield(5) 4.17% Total Annual Operating Expenses(7) 1.23% ADVISOR CLASS(8) 1-YEAR 5-YEAR 10-YEAR - ---------------- ------ ------ ------- Cumulative Total Return(1) +9.70% +21.66% +64.22% Average Annual Total Return(2) +9.70% +4.00% +5.09% Avg. Ann. Total Return (3/31/10)(3) +9.03% +4.06% +4.86% Distribution Rate(4) 3.80% Taxable Equivalent Distribution Rate(5) 5.85% 30-Day Standardized Yield(6) 3.34% Taxable Equivalent Yield(5) 5.14% Total Annual Operating Expenses(7) 0.58% PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. FOR MOST RECENT MONTH-END PERFORMANCE, GO TO franklintempleton.com OR CALL (800) 342-5236. Annual Report | 51 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 2/28/10 - ------- ------- 1-Year +7.17% 5-Year +3.50% 10-Year +4.83% CLASS A (3/1/00-2/28/10) (PERFORMANCE GRAPH) FRANKLIN FEDERAL BARCLAYS CAPITAL INTERMEDIATE-TERM MUNICIPAL BOND TAX-FREE INCOME INDEX: 10-YEAR DATE FUND - CLASS A COMPONENT CPI - ---------- ----------------- ---------------- ------- 3/1/2000 $ 9,775 $10,000 $10,000 3/31/2000 $ 9,925 $10,195 $10,082 4/30/2000 $ 9,883 $10,143 $10,088 5/31/2000 $ 9,823 $10,083 $10,100 6/30/2000 $10,004 $10,357 $10,153 7/31/2000 $10,110 $10,500 $10,177 8/31/2000 $10,265 $10,663 $10,177 9/30/2000 $10,248 $10,614 $10,230 10/31/2000 $10,329 $10,723 $10,247 11/30/2000 $10,360 $10,781 $10,253 12/31/2000 $10,498 $11,035 $10,247 1/31/2001 $10,616 $11,177 $10,312 2/28/2001 $10,664 $11,196 $10,353 3/31/2001 $10,748 $11,291 $10,377 4/30/2001 $10,703 $11,152 $10,418 5/31/2001 $10,815 $11,273 $10,465 6/30/2001 $10,884 $11,340 $10,483 7/31/2001 $11,029 $11,496 $10,453 8/31/2001 $11,202 $11,692 $10,453 9/30/2001 $11,193 $11,675 $10,501 10/31/2001 $11,297 $11,820 $10,465 11/30/2001 $11,197 $11,668 $10,448 12/31/2001 $11,079 $11,544 $10,406 1/31/2002 $11,232 $11,762 $10,430 2/28/2002 $11,372 $11,930 $10,471 3/31/2002 $11,182 $11,684 $10,530 4/30/2002 $11,408 $11,955 $10,589 5/31/2002 $11,470 $12,012 $10,589 6/30/2002 $11,623 $12,161 $10,595 7/31/2002 $11,748 $12,323 $10,607 8/31/2002 $11,862 $12,484 $10,642 9/30/2002 $12,101 $12,781 $10,660 10/31/2002 $11,893 $12,549 $10,677 11/30/2002 $11,816 $12,446 $10,677 12/31/2002 $12,069 $12,719 $10,654 1/31/2003 $12,014 $12,651 $10,701 2/28/2003 $12,220 $12,869 $10,783 3/31/2003 $12,232 $12,875 $10,848 4/30/2003 $12,326 $12,972 $10,824 5/31/2003 $12,665 $13,343 $10,807 6/30/2003 $12,585 $13,279 $10,819 7/31/2003 $12,053 $12,722 $10,830 8/31/2003 $12,167 $12,831 $10,872 9/30/2003 $12,564 $13,263 $10,907 10/31/2003 $12,463 $13,161 $10,895 11/30/2003 $12,586 $13,303 $10,866 12/31/2003 $12,715 $13,443 $10,854 1/31/2004 $12,775 $13,500 $10,907 2/29/2004 $12,997 $13,737 $10,966 3/31/2004 $12,904 $13,659 $11,037 4/30/2004 $12,554 $13,282 $11,072 5/31/2004 $12,550 $13,290 $11,137 6/30/2004 $12,589 $13,334 $11,172 7/31/2004 $12,762 $13,517 $11,154 8/31/2004 $13,026 $13,813 $11,160 9/30/2004 $13,088 $13,886 $11,184 10/31/2004 $13,195 $13,997 $11,243 11/30/2004 $13,032 $13,838 $11,249 12/31/2004 $13,185 $14,001 $11,207 1/31/2005 $13,280 $14,120 $11,231 2/28/2005 $13,194 $14,031 $11,296 3/31/2005 $13,075 $13,908 $11,384 4/30/2005 $13,319 $14,177 $11,461 5/31/2005 $13,407 $14,273 $11,449 6/30/2005 $13,471 $14,355 $11,455 7/31/2005 $13,360 $14,233 $11,508 8/31/2005 $13,506 $14,406 $11,567 9/30/2005 $13,394 $14,275 $11,708 10/31/2005 $13,292 $14,167 $11,731 11/30/2005 $13,358 $14,254 $11,637 12/31/2005 $13,470 $14,385 $11,590 1/31/2006 $13,496 $14,432 $11,678 2/28/2006 $13,568 $14,517 $11,702 3/31/2006 $13,446 $14,368 $11,767 4/30/2006 $13,428 $14,343 $11,867 5/31/2006 $13,495 $14,441 $11,926 6/30/2006 $13,440 $14,376 $11,949 7/31/2006 $13,603 $14,568 $11,985 8/31/2006 $13,815 $14,817 $12,008 9/30/2006 $13,916 $14,925 $11,949 10/31/2006 $13,985 $15,015 $11,885 11/30/2006 $14,086 $15,134 $11,867 12/31/2006 $14,020 $15,063 $11,885 1/31/2007 $13,966 $14,995 $11,921 2/28/2007 $14,141 $15,206 $11,985 3/31/2007 $14,114 $15,175 $12,094 4/30/2007 $14,145 $15,223 $12,172 5/31/2007 $14,065 $15,144 $12,247 6/30/2007 $13,995 $15,063 $12,270 7/31/2007 $14,100 $15,199 $12,267 8/31/2007 $14,119 $15,236 $12,245 9/30/2007 $14,301 $15,440 $12,279 10/31/2007 $14,347 $15,494 $12,305 11/30/2007 $14,454 $15,665 $12,378 12/31/2007 $14,472 $15,709 $12,370 1/31/2008 $14,706 $16,028 $12,431 2/29/2008 $14,125 $15,363 $12,467 3/31/2008 $14,504 $15,758 $12,575 4/30/2008 $14,612 $15,852 $12,652 5/31/2008 $14,684 $15,930 $12,758 6/30/2008 $14,547 $15,765 $12,887 7/31/2008 $14,606 $15,886 $12,954 8/31/2008 $14,771 $16,109 $12,903 9/30/2008 $14,100 $15,524 $12,885 10/31/2008 $13,967 $15,396 $12,755 11/30/2008 $13,947 $15,599 $12,510 12/31/2008 $14,130 $15,947 $12,381 1/31/2009 $14,652 $16,696 $12,435 2/28/2009 $14,618 $16,569 $12,497 3/31/2009 $14,618 $16,491 $12,527 4/30/2009 $14,865 $16,793 $12,558 5/31/2009 $15,009 $16,883 $12,595 6/30/2009 $14,844 $16,646 $12,703 7/31/2009 $15,149 $17,006 $12,683 8/31/2009 $15,347 $17,199 $12,711 9/30/2009 $15,925 $17,744 $12,719 10/31/2009 $15,542 $17,308 $12,731 11/30/2009 $15,726 $17,576 $12,740 12/31/2009 $15,706 $17,519 $12,718 1/31/2010 $15,826 $17,653 $12,761 2/28/2010 $16,024 $17,894 $12,764 AVERAGE ANNUAL TOTAL RETURN CLASS C 2/28/10 - ------- ------- 1-Year +7.98% 5-Year +3.38% Since Inception (7/1/03) +3.14% CLASS C (7/1/03-2/28/10) (PERFORMANCE GRAPH) FRANKLIN FEDERAL BARCLAYS CAPITAL INTERMEDIATE-TERM MUNICIPAL BOND TAX-FREE INCOME INDEX: 10-YEAR DATE FUND - CLASS C COMPONENT CPI - ---------- ----------------- ---------------- ------- 7/1/2003 $10,000 $10,000 $10,000 7/31/2003 $ 9,581 $ 9,580 $10,011 8/31/2003 $ 9,676 $ 9,662 $10,049 9/30/2003 $ 9,978 $ 9,988 $10,082 10/31/2003 $ 9,901 $ 9,911 $10,071 11/30/2003 $ 9,986 $10,018 $10,044 12/31/2003 $10,083 $10,124 $10,033 1/31/2004 $10,126 $10,167 $10,082 2/29/2004 $10,298 $10,345 $10,136 3/31/2004 $10,219 $10,286 $10,201 4/30/2004 $ 9,938 $10,002 $10,234 5/31/2004 $ 9,930 $10,008 $10,294 6/30/2004 $ 9,955 $10,042 $10,327 7/31/2004 $10,096 $10,179 $10,310 8/31/2004 $10,301 $10,402 $10,316 9/30/2004 $10,345 $10,457 $10,338 10/31/2004 $10,425 $10,541 $10,392 11/30/2004 $10,282 $10,421 $10,397 12/31/2004 $10,407 $10,544 $10,359 1/31/2005 $10,477 $10,633 $10,381 2/28/2005 $10,404 $10,566 $10,441 3/31/2005 $10,305 $10,474 $10,523 4/30/2005 $10,493 $10,676 $10,593 5/31/2005 $10,548 $10,748 $10,582 6/30/2005 $10,603 $10,810 $10,588 7/31/2005 $10,510 $10,718 $10,637 8/31/2005 $10,620 $10,848 $10,691 9/30/2005 $10,527 $10,750 $10,822 10/31/2005 $10,443 $10,668 $10,844 11/30/2005 $10,490 $10,735 $10,757 12/31/2005 $10,573 $10,833 $10,713 1/31/2006 $10,588 $10,868 $10,795 2/28/2006 $10,640 $10,933 $10,817 3/31/2006 $10,540 $10,820 $10,876 4/30/2006 $10,520 $10,801 $10,969 5/31/2006 $10,567 $10,875 $11,023 6/30/2006 $10,520 $10,826 $11,045 7/31/2006 $10,642 $10,971 $11,078 8/31/2006 $10,803 $11,158 $11,100 9/30/2006 $10,868 $11,240 $11,045 10/31/2006 $10,926 $11,307 $10,985 11/30/2006 $11,001 $11,397 $10,969 12/31/2006 $10,944 $11,343 $10,985 1/31/2007 $10,887 $11,292 $11,019 2/28/2007 $11,028 $11,451 $11,078 3/31/2007 $10,992 $11,428 $11,179 4/30/2007 $11,021 $11,464 $11,251 5/31/2007 $10,953 $11,405 $11,320 6/30/2007 $10,893 $11,343 $11,342 7/31/2007 $10,970 $11,446 $11,339 8/31/2007 $10,980 $11,474 $11,318 9/30/2007 $11,116 $11,627 $11,349 10/31/2007 $11,147 $11,668 $11,374 11/30/2007 $11,225 $11,797 $11,441 12/31/2007 $11,234 $11,830 $11,434 1/31/2008 $11,411 $12,070 $11,490 2/29/2008 $10,956 $11,569 $11,524 3/31/2008 $11,243 $11,867 $11,624 4/30/2008 $11,321 $11,937 $11,694 5/31/2008 $11,372 $11,997 $11,793 6/30/2008 $11,261 $11,872 $11,912 7/31/2008 $11,301 $11,964 $11,974 8/31/2008 $11,422 $12,131 $11,926 9/30/2008 $10,900 $11,691 $11,910 10/31/2008 $10,791 $11,594 $11,789 11/30/2008 $10,772 $11,747 $11,564 12/31/2008 $10,907 $12,009 $11,444 1/31/2009 $11,305 $12,574 $11,494 2/28/2009 $11,274 $12,478 $11,551 3/31/2009 $11,269 $12,419 $11,579 4/30/2009 $11,454 $12,646 $11,608 5/31/2009 $11,569 $12,714 $11,642 6/30/2009 $11,437 $12,535 $11,742 7/31/2009 $11,656 $12,807 $11,723 8/31/2009 $11,802 $12,952 $11,749 9/30/2009 $12,240 $13,363 $11,757 10/31/2009 $11,951 $13,034 $11,768 11/30/2009 $12,077 $13,236 $11,776 12/31/2009 $12,056 $13,193 $11,756 1/31/2010 $12,152 $13,294 $11,796 2/28/2010 $12,286 $13,475 $11,799 52 | Annual Report Performance Summary (CONTINUED) AVERAGE ANNUAL TOTAL RETURN ADVISOR CLASS(8) 2/28/10 - ---------------- ------- 1-Year +9.70% 5-Year +4.00% 10-Year +5.09% ADVISOR CLASS (3/1/00-2/28/10)(8) (PERFORMANCE GRAPH) FRANKLIN FEDERAL BARCLAYS CAPITAL INTERMEDIATE-TERM MUNICIPAL BOND TAX-FREE INCOME INDEX: 10-YEAR DATE FUND - ADVISOR CLASS COMPONENT CPI - ---------- -------------------- ---------------- -------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,154 $10,195 $10,082 4/30/2000 $10,111 $10,143 $10,088 5/31/2000 $10,049 $10,083 $10,100 6/30/2000 $10,234 $10,357 $10,153 7/31/2000 $10,343 $10,500 $10,177 8/31/2000 $10,501 $10,663 $10,177 9/30/2000 $10,484 $10,614 $10,230 10/31/2000 $10,567 $10,723 $10,247 11/30/2000 $10,599 $10,781 $10,253 12/31/2000 $10,739 $11,035 $10,247 1/31/2001 $10,861 $11,177 $10,312 2/28/2001 $10,910 $11,196 $10,353 3/31/2001 $10,996 $11,291 $10,377 4/30/2001 $10,949 $11,152 $10,418 5/31/2001 $11,064 $11,273 $10,465 6/30/2001 $11,135 $11,340 $10,483 7/31/2001 $11,283 $11,496 $10,453 8/31/2001 $11,459 $11,692 $10,453 9/30/2001 $11,450 $11,675 $10,501 10/31/2001 $11,557 $11,820 $10,465 11/30/2001 $11,455 $11,668 $10,448 12/31/2001 $11,334 $11,544 $10,406 1/31/2002 $11,491 $11,762 $10,430 2/28/2002 $11,634 $11,930 $10,471 3/31/2002 $11,439 $11,684 $10,530 4/30/2002 $11,670 $11,955 $10,589 5/31/2002 $11,734 $12,012 $10,589 6/30/2002 $11,891 $12,161 $10,595 7/31/2002 $12,019 $12,323 $10,607 8/31/2002 $12,135 $12,484 $10,642 9/30/2002 $12,379 $12,781 $10,660 10/31/2002 $12,167 $12,549 $10,677 11/30/2002 $12,088 $12,446 $10,677 12/31/2002 $12,347 $12,719 $10,654 1/31/2003 $12,291 $12,651 $10,701 2/28/2003 $12,502 $12,869 $10,783 3/31/2003 $12,514 $12,875 $10,848 4/30/2003 $12,609 $12,972 $10,824 5/31/2003 $12,956 $13,343 $10,807 6/30/2003 $12,875 $13,279 $10,819 7/31/2003 $12,331 $12,722 $10,830 8/31/2003 $12,447 $12,831 $10,872 9/30/2003 $12,853 $13,263 $10,907 10/31/2003 $12,750 $13,161 $10,895 11/30/2003 $12,876 $13,303 $10,866 12/31/2003 $13,007 $13,443 $10,854 1/31/2004 $13,069 $13,500 $10,907 2/29/2004 $13,296 $13,737 $10,966 3/31/2004 $13,201 $13,659 $11,037 4/30/2004 $12,843 $13,282 $11,072 5/31/2004 $12,839 $13,290 $11,137 6/30/2004 $12,878 $13,334 $11,172 7/31/2004 $13,055 $13,517 $11,154 8/31/2004 $13,326 $13,813 $11,160 9/30/2004 $13,390 $13,886 $11,184 10/31/2004 $13,499 $13,997 $11,243 11/30/2004 $13,332 $13,838 $11,249 12/31/2004 $13,489 $14,001 $11,207 1/31/2005 $13,586 $14,120 $11,231 2/28/2005 $13,498 $14,031 $11,296 3/31/2005 $13,376 $13,908 $11,384 4/30/2005 $13,625 $14,177 $11,461 5/31/2005 $13,716 $14,273 $11,449 6/30/2005 $13,781 $14,355 $11,455 7/31/2005 $13,668 $14,233 $11,508 8/31/2005 $13,817 $14,406 $11,567 9/30/2005 $13,702 $14,275 $11,708 10/31/2005 $13,598 $14,167 $11,731 11/30/2005 $13,666 $14,254 $11,637 12/31/2005 $13,780 $14,385 $11,590 1/31/2006 $13,807 $14,432 $11,678 2/28/2006 $13,880 $14,517 $11,702 3/31/2006 $13,756 $14,368 $11,767 4/30/2006 $13,737 $14,343 $11,867 5/31/2006 $13,805 $14,441 $11,926 6/30/2006 $13,749 $14,376 $11,949 7/31/2006 $13,916 $14,568 $11,985 8/31/2006 $14,133 $14,817 $12,008 9/30/2006 $14,236 $14,925 $11,949 10/31/2006 $14,306 $15,015 $11,885 11/30/2006 $14,410 $15,134 $11,867 12/31/2006 $14,343 $15,063 $11,885 1/31/2007 $14,288 $14,995 $11,921 2/28/2007 $14,467 $15,206 $11,985 3/31/2007 $14,439 $15,175 $12,094 4/30/2007 $14,471 $15,223 $12,172 5/31/2007 $14,389 $15,144 $12,247 6/30/2007 $14,317 $15,063 $12,270 7/31/2007 $14,425 $15,199 $12,267 8/31/2007 $14,444 $15,236 $12,245 9/30/2007 $14,630 $15,440 $12,279 10/31/2007 $14,677 $15,494 $12,305 11/30/2007 $14,786 $15,665 $12,378 12/31/2007 $14,805 $15,709 $12,370 1/31/2008 $15,045 $16,028 $12,431 2/29/2008 $14,451 $15,363 $12,467 3/31/2008 $14,838 $15,758 $12,575 4/30/2008 $14,948 $15,852 $12,652 5/31/2008 $15,022 $15,930 $12,758 6/30/2008 $14,882 $15,765 $12,887 7/31/2008 $14,942 $15,886 $12,954 8/31/2008 $15,111 $16,109 $12,903 9/30/2008 $14,425 $15,524 $12,885 10/31/2008 $14,288 $15,396 $12,755 11/30/2008 $14,269 $15,599 $12,510 12/31/2008 $14,456 $15,947 $12,381 1/31/2009 $15,005 $16,696 $12,435 2/28/2009 $14,972 $16,569 $12,497 3/31/2009 $14,973 $16,491 $12,527 4/30/2009 $15,227 $16,793 $12,558 5/31/2009 $15,389 $16,883 $12,595 6/30/2009 $15,221 $16,646 $12,703 7/31/2009 $15,521 $17,006 $12,683 8/31/2009 $15,725 $17,199 $12,711 9/30/2009 $16,317 $17,744 $12,719 10/31/2009 $15,941 $17,308 $12,731 11/30/2009 $16,116 $17,576 $12,740 12/31/2009 $16,097 $17,519 $12,718 1/31/2010 $16,235 $17,653 $12,761 2/28/2010 $16,422 $17,894 $12,764 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 2/28/10. (5.) Taxable equivalent distribution rate and yield assume the 2010 maximum federal income tax rate of 35.00%. (6.) The 30-day standardized yield for the month ended 2/28/10 reflects an estimated yield to maturity (assuming all portfolio securities are held to maturity). It should be regarded as an estimate of the Fund's rate of investment income, and it may not equal the Fund's actual income distribution rate (which reflects the Fund's past dividends paid to shareholders) or the income reported in the Fund's financial statements. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. In periods of market volatility, assets may decline significantly, causing total annual Fund operating expenses to become higher than the figures shown. (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 and average annual total returns of Advisor Class shares were +15.19% and +12.04%. (9.) Source: (C) 2010 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. To be included in the index, bonds must be fixed rate, have at least one year to final maturity and be rated investment grade (Baa3/BBB- or higher) by at least two of the following agencies: Moody's, Standard & Poor's or Fitch. 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 | 53 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. 54 | 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 CHARGE. 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 9/1/09 VALUE 2/28/10 PERIOD* 9/1/09-2/28/10 ----------------- -------------- ---------------------- CLASS A Actual $1,000 $1,043.90 $3.45 Hypothetical (5% return before expenses) $1,000 $1,021.42 $3.41 CLASS C Actual $1,000 $1,041.00 $6.22 Hypothetical (5% return before expenses) $1,000 $1,018.70 $6.16 ADVISOR CLASS Actual $1,000 $1,044.30 $2.94 Hypothetical (5% return before expenses) $1,000 $1,021.92 $2.91 * Expenses are calculated using the most recent six-month expense ratio, annualized for each class (A: 0.68%; C: 1.23%; and Advisor: 0.58%), multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. Annual Report | 55 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 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) The Fund maintains a dollar-weighted average portfolio maturity (the time in which the debt must be repaid) of five years or less. PORTFOLIO BREAKDOWN Franklin Federal Limited-Term Tax-Free Income Fund 2/28/10 % OF TOTAL LONG-TERM INVESTMENTS+ ---------------------- General Obligation 25.0% Utilities 16.0% Subject to Government Appropriations 11.5% Hospital & Health Care 10.9% Other Revenue 10.6% Tax-Supported 10.3% Higher Education 6.8% Transportation 4.0% Corporate-Backed 3.7% Housing 1.2% + Does not include short-term investments and other net assets. CREDIT QUALITY BREAKDOWN* Franklin Federal Limited-Term Tax-Free Income Fund Based on Total Long-Term Investments as of 2/28/10** AAA.................. 37.3% AA................... 22.1% A.................... 22.4% BBB.................. 5.5% Not Rated by S&P..... 12.7% * 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. The letter ratings are provided to indicate the creditworthiness of the Fund's bond holdings and generally can range from AAA or Aaa (highest) to Below Investment Grade (lowest). ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa 0.2% -- AA or Aa 3.7% -- A 0.2% 7.7% BBB or Baa 0.4% 0.5% --- --- Total 4.5% 8.2% We are pleased to bring you Franklin Limited-Term Tax-Free Income Fund's AAA annual report for the fiscal year ended February 28, 2010. (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 153. 56 | Annual Report 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 $10.11 on February 28, 2009, to $10.35 on February 28, 2010. The Fund's Class A shares paid dividends totaling 24.53 cents per share for the same period.(2) The Performance Summary beginning on page 58 shows that at the end of this reporting period the Fund's Class A shares' distribution rate was 2.15%. An investor in the 2010 maximum federal income tax bracket of 35.00% would need to earn a distribution rate of 3.31% from a taxable investment to match the Fund's Class A tax-free distribution rate. During the year under review, renewed investor interest in municipal bonds and limited new-issue supply tended to reduce the Fund's income, which caused dividends to decline slightly. 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, we believe 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, 2010, 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. DIVIDEND DISTRIBUTIONS* Franklin Federal Limited-Term Tax-Free Income Fund - Class A MONTH DIVIDEND PER SHARE - ----- ------------------ March 2009 1.90 cents April 2009 1.90 cents May 2009 2.25 cents June 2009 2.25 cents July 2009 2.25 cents August 2009 2.25 cents September 200 2.25 cents October 2009 1.90 cents November 2009 1.90 cents December 2009 1.90 cents January 2010 1.90 cents February 2010 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. Annual Report | 57 Performance Summary as of 2/28/10 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 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.24 $10.35 $10.11 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.2453 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) +4.86% +18.45% +20.68% Average Annual Total Return(3) +2.52% +2.97% +2.58% Avg. Ann. Total Return (3/31/10)(4) +1.63% +2.91% +2.45% Distribution Rate(5) 2.15% Taxable Equivalent Distribution Rate(6) 3.31% 30-Day Standardized Yield(7) 1.56% Taxable Equivalent Yield(6) 2.40% Total Annual Operating Expenses(8) Without Waiver 1.03% With Waiver 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, GO TO 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) DO NOT EXCEED 0.35% (OTHER THAN CERTAIN NONROUTINE EXPENSES OR COSTS, INCLUDING THOSE RELATING TO LITIGATION, INDEMNIFICATION, REORGANIZATIONS AND LIQUIDATIONS) UNTIL 6/30/10. 58 | 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 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 (9/2/03-2/28/10) AVERAGE ANNUAL TOTAL RETURN CLASS A 2/28/10 - ------- ------- 1-Year +2.52% 5-Year +2.97% Since Inception (9/2/03) +2.58% (PERFORMANCE GRAPH) FRANKLIN FEDERAL LIMITED-TERM BARCLAYS CAPITAL MUNICIPAL BOND DATE TAX-FREE INCOME FUND - CLASS A INDEX 5-YEAR COMPONENT CPI - ---------- ------------------------------ ------------------------------- ------- 9/2/2003 $ 9,775 $10,000 $10,000 9/30/2003 $ 9,857 $10,253 $10,033 10/31/2003 $ 9,838 $10,186 $10,022 11/30/2003 $ 9,857 $10,227 $ 9,995 12/31/2003 $ 9,867 $10,267 $ 9,984 1/31/2004 $ 9,887 $10,316 $10,033 2/29/2004 $ 9,945 $10,442 $10,087 3/31/2004 $ 9,928 $10,398 $10,152 4/30/2004 $ 9,841 $10,190 $10,184 5/31/2004 $ 9,803 $10,137 $10,244 6/30/2004 $ 9,814 $10,175 $10,276 7/31/2004 $ 9,875 $10,269 $10,260 8/31/2004 $ 9,966 $10,449 $10,265 9/30/2004 $ 9,977 $10,463 $10,287 10/31/2004 $ 9,999 $10,521 $10,341 11/30/2004 $ 9,961 $10,452 $10,347 12/31/2004 $ 9,993 $10,547 $10,309 1/31/2005 $ 9,986 $10,544 $10,330 2/28/2005 $ 9,959 $10,492 $10,390 3/31/2005 $ 9,934 $10,425 $10,471 4/30/2005 $ 9,978 $10,546 $10,542 5/31/2005 $ 9,995 $10,576 $10,531 6/30/2005 $10,031 $10,625 $10,536 7/31/2005 $10,008 $10,567 $10,585 8/31/2005 $10,035 $10,633 $10,639 9/30/2005 $10,032 $10,615 $10,769 10/31/2005 $10,019 $10,570 $10,791 11/30/2005 $10,028 $10,595 $10,704 12/31/2005 $10,057 $10,647 $10,661 1/31/2006 $10,075 $10,671 $10,742 2/28/2006 $10,082 $10,691 $10,764 3/31/2006 $10,073 $10,649 $10,823 4/30/2006 $10,095 $10,672 $10,915 5/31/2006 $10,121 $10,709 $10,970 6/30/2006 $10,125 $10,659 $10,991 7/31/2006 $10,171 $10,759 $11,024 8/31/2006 $10,238 $10,875 $11,046 9/30/2006 $10,283 $10,935 $10,991 10/31/2006 $10,309 $10,980 $10,932 11/30/2006 $10,344 $11,025 $10,915 12/31/2006 $10,351 $11,003 $10,932 1/31/2007 $10,348 $10,979 $10,965 2/28/2007 $10,404 $11,079 $11,024 3/31/2007 $10,434 $11,105 $11,124 4/30/2007 $10,450 $11,122 $11,196 5/31/2007 $10,468 $11,089 $11,265 6/30/2007 $10,486 $11,069 $11,287 7/31/2007 $10,537 $11,165 $11,284 8/31/2007 $10,576 $11,251 $11,263 9/30/2007 $10,638 $11,353 $11,294 10/31/2007 $10,669 $11,396 $11,318 11/30/2007 $10,719 $11,518 $11,386 12/31/2007 $10,760 $11,570 $11,378 1/31/2008 $10,885 $11,857 $11,434 2/29/2008 $10,783 $11,566 $11,468 3/31/2008 $10,906 $11,793 $11,567 4/30/2008 $10,920 $11,782 $11,637 5/31/2008 $10,947 $11,818 $11,735 6/30/2008 $10,919 $11,698 $11,853 7/31/2008 $11,001 $11,862 $11,916 8/31/2008 $11,064 $12,023 $11,868 9/30/2008 $10,960 $11,775 $11,852 10/31/2008 $10,941 $11,776 $11,732 11/30/2008 $11,020 $12,028 $11,507 12/31/2008 $11,055 $12,238 $11,388 1/31/2009 $11,286 $12,611 $11,438 2/28/2009 $11,250 $12,450 $11,495 3/31/2009 $11,284 $12,505 $11,523 4/30/2009 $11,362 $12,638 $11,551 5/31/2009 $11,399 $12,629 $11,585 6/30/2009 $11,368 $12,600 $11,684 7/31/2009 $11,483 $12,836 $11,666 8/31/2009 $11,519 $12,859 $11,692 9/30/2009 $11,644 $13,072 $11,699 10/31/2009 $11,565 $12,918 $11,711 11/30/2009 $11,665 $13,149 $11,719 12/31/2009 $11,652 $13,144 $11,698 1/31/2010 $11,743 $13,224 $11,738 2/28/2010 $11,796 $13,354 $11,741 Annual Report | 59 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. 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 1.13%. (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 $10.59 on 2/28/10. (6.) Taxable equivalent distribution rate and yield assume the 2010 maximum federal income tax rate of 35.00%. (7.) The 30-day standardized yield for the month ended 2/28/10 reflects an estimated yield to maturity (assuming all portfolio securities are held to maturity). It should be regarded as an estimate of the Fund's rate of investment income, and it may not equal the Fund's actual income distribution rate (which reflects the Fund's past dividends paid to shareholders) or the income reported in the Fund's financial statements. (8.) Figures are as stated in the Fund's prospectus current as of the date of this report. In periods of market volatility, assets may decline significantly, causing total annual Fund operating expenses to become higher than the figures shown. (9.) Source: (C) 2010 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. To be included in the index, bonds must be fixed rate, have at least one year to final maturity and be rated investment grade (Baa3/BBB- or higher) by at least two of the following agencies: Moody's, Standard & Poor's or Fitch. The Consumer Price Index (CPI), calculated by the U.S. Bureau of Labor Statistics, is a commonly used measure of the inflation rate. 60 | 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 | 61 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 9/1/09 VALUE 2/28/10 PERIOD* 9/1/09-2/28/10 - ------- ----------------- -------------- ---------------------- Actual $1,000 $1,024.10 $2.51 Hypothetical (5% return before expenses) $1,000 $1,022.32 $2.51 * Expenses are calculated using the most recent six-month annualized expense ratio, net of expense waivers, of 0.50%, multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. 62 | 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 taxes by investing at least 80% of its net assets in securities that pay interest free from such taxes.(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 2/28/10** (PIE CHART) AAA...................... 11.4% AA....................... 7.9% A........................ 21.3% BBB...................... 21.7% Below Investment Grade... 14.5% Not Rated by S&P......... 23.2% * 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. The letter ratings are provided to indicate the creditworthiness of the Fund's bond holdings and generally can range from AAA or Aaa (highest) to Below Investment Grade (lowest). ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa 0.8% 2.5% AA or Aa 0.2% 0.4% A 1.9% 1.0% BBB or Baa 2.5% 1.4% Below Investment Grade 3.4% 9.1% --- ---- Total 8.8% 14.4% We are pleased to bring you Franklin High Yield Tax-Free Income Fund's annual report for the fiscal year ended February 28, 2010. (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 165. Annual Report | 63 DIVIDEND DISTRIBUTIONS* Franklin High Yield Tax-Free Income Fund DIVIDEND PER SHARE ---------------------------------------------------- MONTH CLASS A CLASS B CLASS C ADVISOR CLASS - ----- ---------- ---------- ---------- ------------- March 2009 4.68 cents 4.32 cents 4.29 cents 4.74 cents April 2009 4.68 cents 4.32 cents 4.29 cents 4.74 cents May 2009 4.68 cents 4.32 cents 4.29 cents 4.74 cents June 2009 4.68 cents 4.27 cents 4.27 cents 4.75 cents July 2009 4.68 cents 4.27 cents 4.27 cents 4.75 cents August 2009 4.68 cents 4.27 cents 4.27 cents 4.75 cents September 2009 4.68 cents 4.24 cents 4.25 cents 4.75 cents October 2009 4.68 cents 4.24 cents 4.25 cents 4.75 cents November 2009 4.41 cents 3.97 cents 3.98 cents 4.48 cents December 2009 4.41 cents 3.92 cents 3.91 cents 4.50 cents January 2010 4.41 cents 3.92 cents 3.91 cents 4.50 cents February 2010 4.41 cents 3.92 cents 3.91 cents 4.50 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, increased from $8.75 on February 28, 2009, to $9.99 on February 28, 2010. The Fund's Class A shares paid dividends totaling 54.95 cents per share for the same period.(2) The Performance Summary beginning on page 66 shows that at the end of this reporting period the Fund's Class A shares' distribution rate was 4.96% based on an annualization of the current 4.31 cent per share dividend and the maximum offering price of $10.43 on February 28, 2010. An investor in the 2010 maximum federal income tax bracket of 35.00% would need to earn a distribution rate of 7.63% 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. During the year under review, renewed investor interest in municipal bonds and limited new-issue supply tended to reduce the Fund's income, which caused dividends to decline slightly. (2.) All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. 64 | 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. 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, 2010, 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 2/28/10 % OF TOTAL LONG-TERM INVESTMENTS* ------------ Utilities 23.8% Hospital & Health Care 17.6% Transportation 12.6% Prerefunded 11.5% Tax-Supported 9.4% Corporate-Backed 6.8% Subject to Government Appropriations 5.6% General Obligation 5.2% Other Revenue 5.1% Higher Education 1.4% Housing 1.0% * Does not include short-term investments and other net assets. Annual Report | 65 Performance Summary as of 2/28/10 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 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$1.24 $9.99 $8.75 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.5495 CLASS B (SYMBOL: FYIBX) CHANGE 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$1.25 $10.06 $8.81 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.4983 CLASS C (SYMBOL: FHYIX) CHANGE 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$1.26 $10.12 $8.86 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.4975 ADVISOR CLASS (SYMBOL: FHYVX) CHANGE 2/28/10 2/28/09 - ----------------------------- ------ ------- ------- Net Asset Value (NAV) +$1.25 $10.02 $8.77 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.5582 66 | 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) +20.96% +20.41% +65.91% Average Annual Total Return(2) +15.80% +2.89% +4.74% Avg. Ann. Total Return (3/31/10)(3) +16.17% +3.00% +4.57% Distribution Rate(4) 4.96% Taxable Equivalent Distribution Rate(5) 7.63% 30-Day Standardized Yield(6) 4.55% Taxable Equivalent Yield(5) 7.00% Total Annual Operating Expenses(7) 0.63% CLASS B 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------- Cumulative Total Return(1) +20.29% +17.12% +58.86% Average Annual Total Return(2) +16.29% +2.88% +4.74% Avg. Ann. Total Return (3/31/10)(3) +16.81% +3.00% +4.57% Distribution Rate(4) 4.56% Taxable Equivalent Distribution Rate(5) 7.02% 30-Day Standardized Yield(6) 4.21% Taxable Equivalent Yield(5) 6.48% Total Annual Operating Expenses(7) 1.18% CLASS C 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------- Cumulative Total Return(1) +20.28% +17.23% +57.13% Average Annual Total Return(2) +19.28% +3.23% +4.62% Avg. Ann. Total Return (3/31/10)(3) +19.93% +3.35% +4.46% Distribution Rate(4) 4.52% Taxable Equivalent Distribution Rate(5) 6.95% 30-Day Standardized Yield(6) 4.22% Taxable Equivalent Yield(5) 6.49% Total Annual Operating Expenses(7) 1.18% ADVISOR CLASS(8) 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------- Cumulative Total Return(1) +21.14% +20.92% +66.61% Average Annual Total Return(2) +21.14% +3.87% +5.24% Avg. Ann. Total Return (3/31/10)(3) +21.55% +3.99% +5.07% Distribution Rate(4) 5.26% Taxable Equivalent Distribution Rate(5) 8.09% 30-Day Standardized Yield(6) 4.87% Taxable Equivalent Yield(5) 7.49% 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, GO TO franklintempleton.com OR CALL (800) 342-5236. Annual Report | 67 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 (3/1/00-2/28/10) AVERAGE ANNUAL TOTAL RETURN CLASS A 2/28/10 - ------- ------- 1-Year +15.80% 5-Year +2.89% 10-Year +4.74% (PERFORMANCE GRAPH) FRANKLIN HIGH YIELD TAX-FREE BARCLAYS CAPITAL DATE INCOME FUND - CLASS A MUNICIPAL BOND INDEX CPI - ------------- ---------------------------- -------------------- ------- 3/1/2000 $ 9,575 $10,000 $10,000 3/31/2000 $ 9,770 $10,218 $10,082 4/30/2000 $ 9,730 $10,158 $10,088 5/31/2000 $ 9,670 $10,105 $10,100 6/30/2000 $ 9,757 $10,373 $10,153 7/31/2000 $ 9,875 $10,518 $10,177 8/31/2000 $10,010 $10,680 $10,177 9/30/2000 $ 9,972 $10,624 $10,230 10/31/2000 $10,041 $10,740 $10,247 11/30/2000 $10,040 $10,821 $10,253 12/31/2000 $10,125 $11,089 $10,247 1/31/2001 $10,190 $11,198 $10,312 2/28/2001 $10,244 $11,234 $10,353 3/31/2001 $10,344 $11,334 $10,377 4/30/2001 $10,293 $11,212 $10,418 5/31/2001 $10,400 $11,332 $10,465 6/30/2001 $10,487 $11,408 $10,483 7/31/2001 $10,657 $11,577 $10,453 8/31/2001 $10,825 $11,768 $10,453 9/30/2001 $10,734 $11,729 $10,501 10/31/2001 $10,816 $11,868 $10,465 11/30/2001 $10,793 $11,768 $10,448 12/31/2001 $10,722 $11,657 $10,406 1/31/2002 $10,863 $11,859 $10,430 2/28/2002 $10,913 $12,002 $10,471 3/31/2002 $10,824 $11,767 $10,530 4/30/2002 $10,948 $11,997 $10,589 5/31/2002 $10,990 $12,070 $10,589 6/30/2002 $11,073 $12,197 $10,595 7/31/2002 $11,127 $12,354 $10,607 8/31/2002 $11,189 $12,503 $10,642 9/30/2002 $11,261 $12,776 $10,660 10/31/2002 $10,995 $12,565 $10,677 11/30/2002 $11,080 $12,512 $10,677 12/31/2002 $11,274 $12,776 $10,654 1/31/2003 $11,283 $12,744 $10,701 2/28/2003 $11,346 $12,922 $10,783 3/31/2003 $11,272 $12,930 $10,848 4/30/2003 $11,402 $13,015 $10,824 5/31/2003 $11,668 $13,320 $10,807 6/30/2003 $11,699 $13,263 $10,819 7/31/2003 $11,487 $12,799 $10,830 8/31/2003 $11,520 $12,895 $10,872 9/30/2003 $11,831 $13,274 $10,907 10/31/2003 $11,891 $13,207 $10,895 11/30/2003 $12,036 $13,345 $10,866 12/31/2003 $12,172 $13,455 $10,854 1/31/2004 $12,311 $13,532 $10,907 2/29/2004 $12,456 $13,736 $10,966 3/31/2004 $12,433 $13,688 $11,037 4/30/2004 $12,248 $13,364 $11,072 5/31/2004 $12,202 $13,315 $11,137 6/30/2004 $12,257 $13,364 $11,172 7/31/2004 $12,400 $13,540 $11,154 8/31/2004 $12,599 $13,811 $11,160 9/30/2004 $12,680 $13,884 $11,184 10/31/2004 $12,810 $14,004 $11,243 11/30/2004 $12,841 $13,888 $11,249 12/31/2004 $13,009 $14,058 $11,207 1/31/2005 $13,159 $14,189 $11,231 2/28/2005 $13,192 $14,142 $11,296 3/31/2005 $13,171 $14,053 $11,384 4/30/2005 $13,386 $14,274 $11,461 5/31/2005 $13,508 $14,375 $11,449 6/30/2005 $13,621 $14,464 $11,455 7/31/2005 $13,668 $14,399 $11,508 8/31/2005 $13,763 $14,544 $11,567 9/30/2005 $13,585 $14,446 $11,708 10/31/2005 $13,503 $14,359 $11,731 11/30/2005 $13,545 $14,428 $11,637 12/31/2005 $13,718 $14,552 $11,590 1/31/2006 $13,759 $14,591 $11,678 2/28/2006 $13,911 $14,689 $11,702 3/31/2006 $13,883 $14,588 $11,767 4/30/2006 $13,899 $14,583 $11,867 5/31/2006 $13,944 $14,648 $11,926 6/30/2006 $13,976 $14,592 $11,949 7/31/2006 $14,125 $14,766 $11,985 8/31/2006 $14,326 $14,985 $12,008 9/30/2006 $14,449 $15,089 $11,949 10/31/2006 $14,575 $15,184 $11,885 11/30/2006 $14,737 $15,311 $11,867 12/31/2006 $14,742 $15,257 $11,885 1/31/2007 $14,734 $15,217 $11,921 2/28/2007 $14,884 $15,418 $11,985 3/31/2007 $14,841 $15,380 $12,094 4/30/2007 $14,898 $15,426 $12,172 5/31/2007 $14,823 $15,357 $12,247 6/30/2007 $14,746 $15,278 $12,270 7/31/2007 $14,807 $15,396 $12,267 8/31/2007 $14,564 $15,330 $12,245 9/30/2007 $14,802 $15,557 $12,279 10/31/2007 $14,850 $15,626 $12,305 11/30/2007 $14,800 $15,726 $12,378 12/31/2007 $14,721 $15,769 $12,370 1/31/2008 $14,837 $15,968 $12,431 2/29/2008 $14,135 $15,237 $12,467 3/31/2008 $14,438 $15,672 $12,575 4/30/2008 $14,602 $15,856 $12,652 5/31/2008 $14,725 $15,952 $12,758 6/30/2008 $14,542 $15,771 $12,887 7/31/2008 $14,482 $15,831 $12,954 8/31/2008 $14,606 $16,017 $12,903 9/30/2008 $13,681 $15,265 $12,885 10/31/2008 $12,818 $15,110 $12,755 11/30/2008 $12,530 $15,158 $12,510 12/31/2008 $12,186 $15,379 $12,381 1/31/2009 $12,864 $15,942 $12,435 2/28/2009 $13,135 $16,025 $12,497 3/31/2009 $13,140 $16,028 $12,527 4/30/2009 $13,495 $16,349 $12,558 5/31/2009 $14,112 $16,522 $12,595 6/30/2009 $14,028 $16,367 $12,703 7/31/2009 $14,196 $16,641 $12,683 8/31/2009 $14,637 $16,925 $12,711 9/30/2009 $15,729 $17,532 $12,719 10/31/2009 $15,415 $17,164 $12,731 11/30/2009 $15,405 $17,306 $12,740 12/31/2009 $15,567 $17,365 $12,718 1/31/2010 $15,716 $17,455 $12,761 2/28/2010 $15,888 $17,624 $12,764 CLASS B (3/1/00-2/28/10) AVERAGE ANNUAL TOTAL RETURN CLASS B 2/28/10 - ------- ------- 1-Year +16.29% 5-Year +2.88% 10-Year +4.74% (PERFORMANCE GRAPH) FRANKLIN HIGH YIELD TAX-FREE BARCLAYS CAPITAL DATE INCOME FUND - CLASS B MUNICIPAL BOND INDEX CPI - ------------- ---------------------------- -------------------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,199 $10,218 $10,082 4/30/2000 $10,162 $10,158 $10,088 5/31/2000 $10,085 $10,105 $10,100 6/30/2000 $10,171 $10,373 $10,153 7/31/2000 $10,298 $10,518 $10,177 8/31/2000 $10,424 $10,680 $10,177 9/30/2000 $10,380 $10,624 $10,230 10/31/2000 $10,447 $10,740 $10,247 11/30/2000 $10,451 $10,821 $10,253 12/31/2000 $10,534 $11,089 $10,247 1/31/2001 $10,597 $11,198 $10,312 2/28/2001 $10,638 $11,234 $10,353 3/31/2001 $10,746 $11,334 $10,377 4/30/2001 $10,688 $11,212 $10,418 5/31/2001 $10,793 $11,332 $10,465 6/30/2001 $10,878 $11,408 $10,483 7/31/2001 $11,048 $11,577 $10,453 8/31/2001 $11,217 $11,768 $10,453 9/30/2001 $11,118 $11,729 $10,501 10/31/2001 $11,197 $11,868 $10,465 11/30/2001 $11,169 $11,768 $10,448 12/31/2001 $11,090 $11,657 $10,406 1/31/2002 $11,230 $11,859 $10,430 2/28/2002 $11,286 $12,002 $10,471 3/31/2002 $11,179 $11,767 $10,530 4/30/2002 $11,301 $11,997 $10,589 5/31/2002 $11,349 $12,070 $10,589 6/30/2002 $11,418 $12,197 $10,595 7/31/2002 $11,469 $12,354 $10,607 8/31/2002 $11,538 $12,503 $10,642 9/30/2002 $11,607 $12,776 $10,660 10/31/2002 $11,318 $12,565 $10,677 11/30/2002 $11,400 $12,512 $10,677 12/31/2002 $11,604 $12,776 $10,654 1/31/2003 $11,597 $12,744 $10,701 2/28/2003 $11,667 $12,922 $10,783 3/31/2003 $11,574 $12,930 $10,848 4/30/2003 $11,701 $13,015 $10,824 5/31/2003 $11,979 $13,320 $10,807 6/30/2003 $12,005 $13,263 $10,819 7/31/2003 $11,784 $12,799 $10,830 8/31/2003 $11,812 $12,895 $10,872 9/30/2003 $12,124 $13,274 $10,907 10/31/2003 $12,179 $13,207 $10,895 11/30/2003 $12,321 $13,345 $10,866 12/31/2003 $12,454 $13,455 $10,854 1/31/2004 $12,589 $13,532 $10,907 2/29/2004 $12,732 $13,736 $10,966 3/31/2004 $12,703 $13,688 $11,037 4/30/2004 $12,508 $13,364 $11,072 5/31/2004 $12,455 $13,315 $11,137 6/30/2004 $12,517 $13,364 $11,172 7/31/2004 $12,656 $13,540 $11,154 8/31/2004 $12,840 $13,811 $11,160 9/30/2004 $12,928 $13,884 $11,184 10/31/2004 $13,042 $14,004 $11,243 11/30/2004 $13,068 $13,888 $11,249 12/31/2004 $13,244 $14,058 $11,207 1/31/2005 $13,378 $14,189 $11,231 2/28/2005 $13,406 $14,142 $11,296 3/31/2005 $13,389 $14,053 $11,384 4/30/2005 $13,600 $14,274 $11,461 5/31/2005 $13,717 $14,375 $11,449 6/30/2005 $13,824 $14,464 $11,455 7/31/2005 $13,865 $14,399 $11,508 8/31/2005 $13,955 $14,544 $11,567 9/30/2005 $13,769 $14,446 $11,708 10/31/2005 $13,681 $14,359 $11,731 11/30/2005 $13,717 $14,428 $11,637 12/31/2005 $13,884 $14,552 $11,590 1/31/2006 $13,919 $14,591 $11,678 2/28/2006 $14,067 $14,689 $11,702 3/31/2006 $14,019 $14,588 $11,767 4/30/2006 $14,041 $14,583 $11,867 5/31/2006 $14,080 $14,648 $11,926 6/30/2006 $14,105 $14,592 $11,949 7/31/2006 $14,248 $14,766 $11,985 8/31/2006 $14,443 $14,985 $12,008 9/30/2006 $14,560 $15,089 $11,949 10/31/2006 $14,679 $15,184 $11,885 11/30/2006 $14,835 $15,311 $11,867 12/31/2006 $14,833 $15,257 $11,885 1/31/2007 $14,818 $15,217 $11,921 2/28/2007 $14,962 $15,418 $11,985 3/31/2007 $14,911 $15,380 $12,094 4/30/2007 $14,975 $15,426 $12,172 5/31/2007 $14,879 $15,357 $12,247 6/30/2007 $14,809 $15,278 $12,270 7/31/2007 $14,863 $15,396 $12,267 8/31/2007 $14,600 $15,330 $12,245 9/30/2007 $14,831 $15,557 $12,279 10/31/2007 $14,872 $15,626 $12,305 11/30/2007 $14,830 $15,726 $12,378 12/31/2007 $14,730 $15,769 $12,370 1/31/2008 $14,839 $15,968 $12,431 2/29/2008 $14,136 $15,237 $12,467 3/31/2008 $14,439 $15,672 $12,575 4/30/2008 $14,604 $15,856 $12,652 5/31/2008 $14,725 $15,952 $12,758 6/30/2008 $14,544 $15,771 $12,887 7/31/2008 $14,483 $15,831 $12,954 8/31/2008 $14,604 $16,017 $12,903 9/30/2008 $13,682 $15,265 $12,885 10/31/2008 $12,818 $15,110 $12,755 11/30/2008 $12,525 $15,158 $12,510 12/31/2008 $12,186 $15,379 $12,381 1/31/2009 $12,862 $15,942 $12,435 2/28/2009 $13,132 $16,025 $12,497 3/31/2009 $13,141 $16,028 $12,527 4/30/2009 $13,496 $16,349 $12,558 5/31/2009 $14,109 $16,522 $12,595 6/30/2009 $14,030 $16,367 $12,703 7/31/2009 $14,198 $16,641 $12,683 8/31/2009 $14,640 $16,925 $12,711 9/30/2009 $15,733 $17,532 $12,719 10/31/2009 $15,417 $17,164 $12,731 11/30/2009 $15,408 $17,306 $12,740 12/31/2009 $15,571 $17,365 $12,718 1/31/2010 $15,716 $17,455 $12,761 2/28/2010 $15,886 $17,624 $12,764 68 | Annual Report Performance Summary (CONTINUED) CLASS C (3/1/00-2/28/10) AVERAGE ANNUAL TOTAL RETURN CLASS C 2/28/10 - ------- ------- 1-Year +19.28% 5-Year +3.23% 10-Year +4.62% (PERFORMANCE GRAPH) FRANKLIN HIGH YIELD TAX-FREE BARCLAYS CAPITAL DATE INCOME FUND - CLASS C MUNICIPAL BOND INDEX CPI - ------------- ---------------------------- -------------------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,198 $10,218 $10,082 4/30/2000 $10,161 $10,158 $10,088 5/31/2000 $10,085 $10,105 $10,100 6/30/2000 $10,179 $10,373 $10,153 7/31/2000 $10,297 $10,518 $10,177 8/31/2000 $10,432 $10,680 $10,177 9/30/2000 $10,388 $10,624 $10,230 10/31/2000 $10,455 $10,740 $10,247 11/30/2000 $10,449 $10,821 $10,253 12/31/2000 $10,532 $11,089 $10,247 1/31/2001 $10,594 $11,198 $10,312 2/28/2001 $10,645 $11,234 $10,353 3/31/2001 $10,743 $11,334 $10,377 4/30/2001 $10,685 $11,212 $10,418 5/31/2001 $10,790 $11,332 $10,465 6/30/2001 $10,885 $11,408 $10,483 7/31/2001 $11,055 $11,577 $10,453 8/31/2001 $11,223 $11,768 $10,453 9/30/2001 $11,114 $11,729 $10,501 10/31/2001 $11,203 $11,868 $10,465 11/30/2001 $11,164 $11,768 $10,448 12/31/2001 $11,085 $11,657 $10,406 1/31/2002 $11,236 $11,859 $10,430 2/28/2002 $11,281 $12,002 $10,471 3/31/2002 $11,185 $11,767 $10,530 4/30/2002 $11,307 $11,997 $10,589 5/31/2002 $11,344 $12,070 $10,589 6/30/2002 $11,424 $12,197 $10,595 7/31/2002 $11,475 $12,354 $10,607 8/31/2002 $11,533 $12,503 $10,642 9/30/2002 $11,602 $12,776 $10,660 10/31/2002 $11,314 $12,565 $10,677 11/30/2002 $11,406 $12,512 $10,677 12/31/2002 $11,598 $12,776 $10,654 1/31/2003 $11,603 $12,744 $10,701 2/28/2003 $11,661 $12,922 $10,783 3/31/2003 $11,581 $12,930 $10,848 4/30/2003 $11,707 $13,015 $10,824 5/31/2003 $11,984 $13,320 $10,807 6/30/2003 $11,999 $13,263 $10,819 7/31/2003 $11,777 $12,799 $10,830 8/31/2003 $11,805 $12,895 $10,872 9/30/2003 $12,128 $13,274 $10,907 10/31/2003 $12,182 $13,207 $10,895 11/30/2003 $12,323 $13,345 $10,866 12/31/2003 $12,444 $13,455 $10,854 1/31/2004 $12,580 $13,532 $10,907 2/29/2004 $12,733 $13,736 $10,966 3/31/2004 $12,704 $13,688 $11,037 4/30/2004 $12,510 $13,364 $11,072 5/31/2004 $12,457 $13,315 $11,137 6/30/2004 $12,507 $13,364 $11,172 7/31/2004 $12,645 $13,540 $11,154 8/31/2004 $12,841 $13,811 $11,160 9/30/2004 $12,916 $13,884 $11,184 10/31/2004 $13,042 $14,004 $11,243 11/30/2004 $13,068 $13,888 $11,249 12/31/2004 $13,243 $14,058 $11,207 1/31/2005 $13,376 $14,189 $11,231 2/28/2005 $13,403 $14,142 $11,296 3/31/2005 $13,387 $14,053 $11,384 4/30/2005 $13,597 $14,274 $11,461 5/31/2005 $13,713 $14,375 $11,449 6/30/2005 $13,820 $14,464 $11,455 7/31/2005 $13,861 $14,399 $11,508 8/31/2005 $13,951 $14,544 $11,567 9/30/2005 $13,766 $14,446 $11,708 10/31/2005 $13,677 $14,359 $11,731 11/30/2005 $13,713 $14,428 $11,637 12/31/2005 $13,879 $14,552 $11,590 1/31/2006 $13,915 $14,591 $11,678 2/28/2006 $14,074 $14,689 $11,702 3/31/2006 $14,026 $14,588 $11,767 4/30/2006 $14,048 $14,583 $11,867 5/31/2006 $14,073 $14,648 $11,926 6/30/2006 $14,098 $14,592 $11,949 7/31/2006 $14,254 $14,766 $11,985 8/31/2006 $14,435 $14,985 $12,008 9/30/2006 $14,565 $15,089 $11,949 10/31/2006 $14,684 $15,184 $11,885 11/30/2006 $14,839 $15,311 $11,867 12/31/2006 $14,837 $15,257 $11,885 1/31/2007 $14,822 $15,217 $11,921 2/28/2007 $14,966 $15,418 $11,985 3/31/2007 $14,915 $15,380 $12,094 4/30/2007 $14,965 $15,426 $12,172 5/31/2007 $14,883 $15,357 $12,247 6/30/2007 $14,800 $15,278 $12,270 7/31/2007 $14,853 $15,396 $12,267 8/31/2007 $14,605 $15,330 $12,245 9/30/2007 $14,834 $15,557 $12,279 10/31/2007 $14,875 $15,626 $12,305 11/30/2007 $14,833 $15,726 $12,378 12/31/2007 $14,734 $15,769 $12,370 1/31/2008 $14,842 $15,968 $12,431 2/29/2008 $14,141 $15,237 $12,467 3/31/2008 $14,420 $15,672 $12,575 4/30/2008 $14,590 $15,856 $12,652 5/31/2008 $14,704 $15,952 $12,758 6/30/2008 $14,517 $15,771 $12,887 7/31/2008 $14,436 $15,831 $12,954 8/31/2008 $14,566 $16,017 $12,903 9/30/2008 $13,634 $15,265 $12,885 10/31/2008 $12,763 $15,110 $12,755 11/30/2008 $12,473 $15,158 $12,510 12/31/2008 $12,129 $15,379 $12,381 1/31/2009 $12,804 $15,942 $12,435 2/28/2009 $13,066 $16,025 $12,497 3/31/2009 $13,050 $16,028 $12,527 4/30/2009 $13,407 $16,349 $12,558 5/31/2009 $14,022 $16,522 $12,595 6/30/2009 $13,934 $16,367 $12,703 7/31/2009 $14,091 $16,641 $12,683 8/31/2009 $14,518 $16,925 $12,711 9/30/2009 $15,596 $17,532 $12,719 10/31/2009 $15,282 $17,164 $12,731 11/30/2009 $15,265 $17,306 $12,740 12/31/2009 $15,401 $17,365 $12,718 1/31/2010 $15,554 $17,455 $12,761 2/28/2010 $15,713 $17,624 $12,764 ADVISOR CLASS (3/1/00-2/28/10)(8) AVERAGE ANNUAL TOTAL RETURN ADVISOR CLASS(8) 2/28/10 - ---------------- ------- 1-Year +21.14% 5-Year +3.87% 10-Year +5.24% (PERFORMANCE GRAPH) FRANKLIN HIGH YIELD TAX-FREE BARCLAYS CAPITAL DATE INCOME FUND - ADVISOR CLASS MUNICIPAL BOND INDEX CPI - ------------- ---------------------------- -------------------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,204 $10,218 $10,082 4/30/2000 $10,162 $10,158 $10,088 5/31/2000 $10,099 $10,105 $10,100 6/30/2000 $10,190 $10,373 $10,153 7/31/2000 $10,313 $10,518 $10,177 8/31/2000 $10,455 $10,680 $10,177 9/30/2000 $10,415 $10,624 $10,230 10/31/2000 $10,487 $10,740 $10,247 11/30/2000 $10,486 $10,821 $10,253 12/31/2000 $10,575 $11,089 $10,247 1/31/2001 $10,642 $11,198 $10,312 2/28/2001 $10,699 $11,234 $10,353 3/31/2001 $10,803 $11,334 $10,377 4/30/2001 $10,750 $11,212 $10,418 5/31/2001 $10,862 $11,332 $10,465 6/30/2001 $10,953 $11,408 $10,483 7/31/2001 $11,130 $11,577 $10,453 8/31/2001 $11,306 $11,768 $10,453 9/30/2001 $11,211 $11,729 $10,501 10/31/2001 $11,296 $11,868 $10,465 11/30/2001 $11,272 $11,768 $10,448 12/31/2001 $11,198 $11,657 $10,406 1/31/2002 $11,345 $11,859 $10,430 2/28/2002 $11,397 $12,002 $10,471 3/31/2002 $11,304 $11,767 $10,530 4/30/2002 $11,434 $11,997 $10,589 5/31/2002 $11,477 $12,070 $10,589 6/30/2002 $11,564 $12,197 $10,595 7/31/2002 $11,621 $12,354 $10,607 8/31/2002 $11,686 $12,503 $10,642 9/30/2002 $11,761 $12,776 $10,660 10/31/2002 $11,483 $12,565 $10,677 11/30/2002 $11,572 $12,512 $10,677 12/31/2002 $11,774 $12,776 $10,654 1/31/2003 $11,784 $12,744 $10,701 2/28/2003 $11,849 $12,922 $10,783 3/31/2003 $11,772 $12,930 $10,848 4/30/2003 $11,908 $13,015 $10,824 5/31/2003 $12,186 $13,320 $10,807 6/30/2003 $12,218 $13,263 $10,819 7/31/2003 $11,997 $12,799 $10,830 8/31/2003 $12,031 $12,895 $10,872 9/30/2003 $12,357 $13,274 $10,907 10/31/2003 $12,419 $13,207 $10,895 11/30/2003 $12,570 $13,345 $10,866 12/31/2003 $12,712 $13,455 $10,854 1/31/2004 $12,857 $13,532 $10,907 2/29/2004 $13,009 $13,736 $10,966 3/31/2004 $12,985 $13,688 $11,037 4/30/2004 $12,792 $13,364 $11,072 5/31/2004 $12,744 $13,315 $11,137 6/30/2004 $12,801 $13,364 $11,172 7/31/2004 $12,950 $13,540 $11,154 8/31/2004 $13,158 $13,811 $11,160 9/30/2004 $13,243 $13,884 $11,184 10/31/2004 $13,378 $14,004 $11,243 11/30/2004 $13,411 $13,888 $11,249 12/31/2004 $13,586 $14,058 $11,207 1/31/2005 $13,743 $14,189 $11,231 2/28/2005 $13,778 $14,142 $11,296 3/31/2005 $13,755 $14,053 $11,384 4/30/2005 $13,980 $14,274 $11,461 5/31/2005 $14,108 $14,375 $11,449 6/30/2005 $14,225 $14,464 $11,455 7/31/2005 $14,275 $14,399 $11,508 8/31/2005 $14,374 $14,544 $11,567 9/30/2005 $14,188 $14,446 $11,708 10/31/2005 $14,103 $14,359 $11,731 11/30/2005 $14,146 $14,428 $11,637 12/31/2005 $14,327 $14,552 $11,590 1/31/2006 $14,365 $14,591 $11,678 2/28/2006 $14,525 $14,689 $11,702 3/31/2006 $14,496 $14,588 $11,767 4/30/2006 $14,528 $14,583 $11,867 5/31/2006 $14,562 $14,648 $11,926 6/30/2006 $14,569 $14,592 $11,949 7/31/2006 $14,753 $14,766 $11,985 8/31/2006 $14,950 $14,985 $12,008 9/30/2006 $15,093 $15,089 $11,949 10/31/2006 $15,226 $15,184 $11,885 11/30/2006 $15,396 $15,311 $11,867 12/31/2006 $15,402 $15,257 $11,885 1/31/2007 $15,395 $15,217 $11,921 2/28/2007 $15,553 $15,418 $11,985 3/31/2007 $15,509 $15,380 $12,094 4/30/2007 $15,571 $15,426 $12,172 5/31/2007 $15,493 $15,357 $12,247 6/30/2007 $15,414 $15,278 $12,270 7/31/2007 $15,479 $15,396 $12,267 8/31/2007 $15,226 $15,330 $12,245 9/30/2007 $15,476 $15,557 $12,279 10/31/2007 $15,527 $15,626 $12,305 11/30/2007 $15,491 $15,726 $12,378 12/31/2007 $15,396 $15,769 $12,370 1/31/2008 $15,517 $15,968 $12,431 2/29/2008 $14,786 $15,237 $12,467 3/31/2008 $15,103 $15,672 $12,575 4/30/2008 $15,291 $15,856 $12,652 5/31/2008 $15,405 $15,952 $12,758 6/30/2008 $15,216 $15,771 $12,887 7/31/2008 $15,154 $15,831 $12,954 8/31/2008 $15,285 $16,017 $12,903 9/30/2008 $14,320 $15,265 $12,885 10/31/2008 $13,420 $15,110 $12,755 11/30/2008 $13,121 $15,158 $12,510 12/31/2008 $12,763 $15,379 $12,381 1/31/2009 $13,471 $15,942 $12,435 2/28/2009 $13,755 $16,025 $12,497 3/31/2009 $13,762 $16,028 $12,527 4/30/2009 $14,133 $16,349 $12,558 5/31/2009 $14,795 $16,522 $12,595 6/30/2009 $14,709 $16,367 $12,703 7/31/2009 $14,869 $16,641 $12,683 8/31/2009 $15,332 $16,925 $12,711 9/30/2009 $16,490 $17,532 $12,719 10/31/2009 $16,163 $17,164 $12,731 11/30/2009 $16,154 $17,306 $12,740 12/31/2009 $16,309 $17,365 $12,718 1/31/2010 $16,466 $17,455 $12,761 2/28/2010 $16,661 $17,624 $12,764 Annual Report | 69 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 2/28/10. (5.) Taxable equivalent distribution rate and yield assume the 2010 maximum federal income tax rate of 35.00%. (6.) The 30-day standardized yield for the month ended 2/28/10 reflects an estimated yield to maturity (assuming all portfolio securities are held to maturity). It should be regarded as an estimate of the Fund's rate of investment income, and it may not equal the Fund's actual income distribution rate (which reflects the Fund's past dividends paid to shareholders) or the income reported in the Fund's financial statements. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. In periods of market volatility, assets may decline significantly, causing total annual Fund operating expenses to become higher than the figures shown. (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 +16.24% and +3.69%. (9.) Source: (C) 2010 Morningstar. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. To be included in the index, bonds must be fixed rate, have at least one year to final maturity and be rated investment grade (Baa3/BBB- or higher) by at least two of the following agencies: Moody's, Standard & Poor's or Fitch. The Consumer Price Index (CPI), calculated by the U.S. Bureau of Labor Statistics, is a commonly used measure of the inflation rate. 70 | 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 | 71 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 9/1/09 VALUE 2/28/10 PERIOD* 9/1/09-2/28/10 ----------------- -------------- ---------------------- CLASS A Actual $1,000 $1,085.30 $3.31 Hypothetical (5% return before expenses) $1,000 $1,021.62 $3.21 CLASS B Actual $1,000 $1,081.80 $6.14 Hypothetical (5% return before expenses) $1,000 $1,018.89 $5.96 CLASS C Actual $1,000 $1,082.40 $6.14 Hypothetical (5% return before expenses) $1,000 $1,018.89 $5.96 ADVISOR CLASS Actual $1,000 $1,086.70 $2.79 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. 72 | 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 2/28/10 % OF TOTAL RATINGS LONG-TERM INVESTMENTS** - ------- ----------------------- AAA 20.9% AA 24.4% A 23.7% BBB 12.1% Below Investment Grade 0.9% 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. The letter ratings are provided to indicate the creditworthiness of the Fund's bond holdings and generally can range from AAA or Aaa (highest) to Below Investment Grade (lowest). ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa 0.2% 2.0% AA or Aa 1.9% 0.3% A 9.0% -- BBB or Baa 3.7% 0.3% Below Investment Grade 0.6% -- ---- --- Total 15.4% 2.6% We are pleased to bring you Franklin New Jersey Tax-Free Income Fund's annual report for the fiscal year ended February 28, 2010. 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 $11.29 on February 28, 2009, to $11.99 on February 28, 2010. 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 198. Annual Report | 73 DIVIDEND DISTRIBUTIONS* Franklin New Jersey Tax-Free Income Fund DIVIDEND PER SHARE ----------------------------------------------------- MONTH CLASS A CLASS B CLASS C ADVISOR CLASS - ----- ---------- ---------- ---------- -------------- March 2009 4.15 cents 3.65 cents 3.64 cents 4.24 cents April 2009 4.15 cents 3.65 cents 3.64 cents 4.24 cents May 2009 4.15 cents 3.65 cents 3.64 cents 4.24 cents June 2009 4.20 cents 3.67 cents 3.65 cents 4.30 cents July 2009 4.20 cents 3.67 cents 3.65 cents 4.30 cents August 2009 4.20 cents 3.67 cents 3.65 cents 4.30 cents September 2009 4.30 cents 3.76 cents 3.76 cents 4.39 cents October 2009 4.30 cents 3.76 cents 3.76 cents 4.39 cents November 2009 4.30 cents 3.76 cents 3.76 cents 4.39 cents December 2009 4.30 cents 3.72 cents 3.72 cents 4.40 cents January 2010 4.30 cents 3.72 cents 3.72 cents 4.40 cents February 2010 4.30 cents 3.72 cents 3.72 cents 4.40 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 50.80 cents per share for the same period.(2) The Performance Summary beginning on page 76 shows that at the end of this reporting period the Fund's Class A shares' distribution rate was 4.12% based on an annualization of the current 4.30 cent per share dividend and the maximum offering price of $12.52 on February 28, 2010. An investor in the 2010 maximum combined effective federal and New Jersey personal income tax bracket of 40.83% would need to earn a distribution rate of 6.96% 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 In the 12 months under review, New Jersey's economy struggled with the lingering effects of a severe national recession. Although the country's gross domestic product returned to growth, New Jersey's economic conditions remained lack-luster for most of the reporting period despite high wealth and income levels. (2.) All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. 74 | Annual Report The number of unemployment insurance claims has been on the decline since May 2009, and job losses slowed toward period-end, but the state's unemployment rate rose from 8.2% in February 2009 to 9.8% in February 2010.3 Similar to that of most states, New Jersey's fiscal management was put to the test with a drastic fall in tax revenues and higher expenditure pressures. For the state's 2010 budget, collections in sales tax, income tax and corporate business taxes so far all came in below estimates. Significant cuts to education and health services, reduced pension funding and the introduction of Powerball lottery bridged an incremental gap. However, the budget remained structurally imbalanced since most of the measures, including the federal fiscal stimulus, were nonrecurring and temporary. Furthermore, New Jersey employed the full use of its reserves during the 2009 fiscal year, which did not leave much for the 2010 budget. New Jersey's net tax-supported debt as a percentage of personal income was 6.7% and debt per capita was $3,418 compared with the 2.1% and $739 national medians.(4) The state's debt burden is among the highest in the country and its pension funding level among the lowest. Given these factors, independent credit rating agency Moody's Investors Service assigned New Jersey's general obligation bonds a rating of Aa3 with a negative 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 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, 2010, 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, "U.S. Public Finance Report Card: 2009 State Debt Review: Significant Challenges Lie Ahead," 12/16/09. (5.) This does not indicate Moody's rating of the Fund. PORTFOLIO BREAKDOWN Franklin New Jersey Tax-Free Income Fund 2/28/10 % OF TOTAL LONG-TERM INVESTMENTS* ---------------------- Prerefunded 21.1% Hospital & Health Care 17.0% Transportation 16.1% Subject to Government Appropriations 12.9% Higher Education 9.9% Utilities 7.0% Other Revenue 5.1% Tax-Supported 4.9% General Obligation 4.4% Housing 1.5% Corporate-Backed 0.1% * Does not include short-term investments and other net assets. Annual Report | 75 Performance Summary as of 2/28/10 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 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.70 $11.99 $11.29 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.5080 CLASS B (SYMBOL: FNJBX) CHANGE 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.71 $12.07 $11.36 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.4435 CLASS C (SYMBOL: FNIIX) CHANGE 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.72 $12.11 $11.39 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.4426 ADVISOR CLASS (SYMBOL: FNJZX) CHANGE 2/28/10 2/28/09 - ----------------------------- ------ ------- ------- Net Asset Value (NAV) +$0.70 $11.99 $11.29 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.5194 76 | 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) +10.87% +21.94% +71.29% Average Annual Total Return(2) +6.17% +3.15% +5.07% Avg. Ann. Total Return (3/31/10)(3) +6.24% +3.28% +4.86% Distribution Rate(4) 4.12% Taxable Equivalent Distribution Rate(5) 6.96% 30-Day Standardized Yield(6) 3.39% Taxable Equivalent Yield(5) 5.73% Total Annual Operating Expenses(7) 0.63% CLASS B 1-YEAR 5-YEAR 10-YEAR - ------- ------- ------- ------- Cumulative Total Return(1) +10.30% +18.71% +64.49% Average Annual Total Return(2) +6.30% +3.14% +5.10% Avg. Ann. Total Return (3/31/10)(3) +6.48% +3.26% +4.89% Distribution Rate(4) 3.72% Taxable Equivalent Distribution Rate(5) 6.29% 30-Day Standardized Yield(6) 2.99% Taxable Equivalent Yield(5) 5.05% Total Annual Operating Expenses(7) 1.18% CLASS C 1-YEAR 5-YEAR 10-YEAR - ------- ------- ------- ------- Cumulative Total Return(1) +10.35% +18.73% +62.35% Average Annual Total Return(2) +9.35% +3.49% +4.97% Avg. Ann. Total Return (3/31/10)(3) +9.43% +3.63% +4.75% Distribution Rate(4) 3.69% Taxable Equivalent Distribution Rate(5) 6.24% 30-Day Standardized Yield(6) 3.00% Taxable Equivalent Yield(5) 5.07% Total Annual Operating Expenses(7) 1.18% ADVISOR CLASS(8) 1-YEAR 5-YEAR 10-YEAR - ---------------- ------- ------- ------- Cumulative Total Return(1) +10.98% +22.13% +71.56% Average Annual Total Return(2) +10.98% +4.08% +5.55% Avg. Ann. Total Return (3/31/10)(3) +11.07% +4.22% +5.34% Distribution Rate(4) 4.41% Taxable Equivalent Distribution Rate(5) 7.45% 30-Day Standardized Yield(6) 3.65% Taxable Equivalent Yield(5) 6.17% 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, GO TO franklintempleton.com OR CALL (800) 342-5236. Annual Report | 77 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 2/28/10 - ------- ------- 1-Year +6.17% 5-Year +3.15% 10-Year +5.07% CLASS A (3/1/00-2/28/10) (PERFORMANCE GRAPH) FRANKLIN NEW JERSEY TAX-FREE BARCLAYS CAPITAL INCOME MUNICIPAL BOND DATE FUND - CLASS A INDEX CPI - ---------- --------------- ---------------- ------- 3/1/2000 $ 9,575 $10,000 $10,000 3/31/2000 $ 9,791 $10,218 $10,082 4/30/2000 $ 9,732 $10,158 $10,088 5/31/2000 $ 9,663 $10,105 $10,100 6/30/2000 $ 9,918 $10,373 $10,153 7/31/2000 $10,053 $10,518 $10,177 8/31/2000 $10,213 $10,680 $10,177 9/30/2000 $10,149 $10,624 $10,230 10/31/2000 $10,275 $10,740 $10,247 11/30/2000 $10,354 $10,821 $10,253 12/31/2000 $10,608 $11,089 $10,247 1/31/2001 $10,660 $11,198 $10,312 2/28/2001 $10,739 $11,234 $10,353 3/31/2001 $10,825 $11,334 $10,377 4/30/2001 $10,713 $11,212 $10,418 5/31/2001 $10,832 $11,332 $10,465 6/30/2001 $10,922 $11,408 $10,483 7/31/2001 $11,090 $11,577 $10,453 8/31/2001 $11,238 $11,768 $10,453 9/30/2001 $11,169 $11,729 $10,501 10/31/2001 $11,300 $11,868 $10,465 11/30/2001 $11,210 $11,768 $10,448 12/31/2001 $11,103 $11,657 $10,406 1/31/2002 $11,281 $11,859 $10,430 2/28/2002 $11,421 $12,002 $10,471 3/31/2002 $11,210 $11,767 $10,530 4/30/2002 $11,410 $11,997 $10,589 5/31/2002 $11,476 $12,070 $10,589 6/30/2002 $11,580 $12,197 $10,595 7/31/2002 $11,706 $12,354 $10,607 8/31/2002 $11,840 $12,503 $10,642 9/30/2002 $12,101 $12,776 $10,660 10/31/2002 $11,851 $12,565 $10,677 11/30/2002 $11,807 $12,512 $10,677 12/31/2002 $12,063 $12,776 $10,654 1/31/2003 $12,009 $12,744 $10,701 2/28/2003 $12,154 $12,922 $10,783 3/31/2003 $12,173 $12,930 $10,848 4/30/2003 $12,259 $13,015 $10,824 5/31/2003 $12,542 $13,320 $10,807 6/30/2003 $12,494 $13,263 $10,819 7/31/2003 $12,017 $12,799 $10,830 8/31/2003 $12,114 $12,895 $10,872 9/30/2003 $12,416 $13,274 $10,907 10/31/2003 $12,372 $13,207 $10,895 11/30/2003 $12,520 $13,345 $10,866 12/31/2003 $12,639 $13,455 $10,854 1/31/2004 $12,729 $13,532 $10,907 2/29/2004 $12,919 $13,736 $10,966 3/31/2004 $12,904 $13,688 $11,037 4/30/2004 $12,581 $13,364 $11,072 5/31/2004 $12,544 $13,315 $11,137 6/30/2004 $12,601 $13,364 $11,172 7/31/2004 $12,779 $13,540 $11,154 8/31/2004 $13,010 $13,811 $11,160 9/30/2004 $13,112 $13,884 $11,184 10/31/2004 $13,226 $14,004 $11,243 11/30/2004 $13,120 $13,888 $11,249 12/31/2004 $13,290 $14,058 $11,207 1/31/2005 $13,479 $14,189 $11,231 2/28/2005 $13,450 $14,142 $11,296 3/31/2005 $13,393 $14,053 $11,384 4/30/2005 $13,595 $14,274 $11,461 5/31/2005 $13,713 $14,375 $11,449 6/30/2005 $13,788 $14,464 $11,455 7/31/2005 $13,748 $14,399 $11,508 8/31/2005 $13,875 $14,544 $11,567 9/30/2005 $13,779 $14,446 $11,708 10/31/2005 $13,703 $14,359 $11,731 11/30/2005 $13,763 $14,428 $11,637 12/31/2005 $13,883 $14,552 $11,590 1/31/2006 $13,897 $14,591 $11,678 2/28/2006 $14,011 $14,689 $11,702 3/31/2006 $13,915 $14,588 $11,767 4/30/2006 $13,929 $14,583 $11,867 5/31/2006 $13,956 $14,648 $11,926 6/30/2006 $13,914 $14,592 $11,949 7/31/2006 $14,069 $14,766 $11,985 8/31/2006 $14,249 $14,985 $12,008 9/30/2006 $14,358 $15,089 $11,949 10/31/2006 $14,446 $15,184 $11,885 11/30/2006 $14,590 $15,311 $11,867 12/31/2006 $14,545 $15,257 $11,885 1/31/2007 $14,513 $15,217 $11,921 2/28/2007 $14,706 $15,418 $11,985 3/31/2007 $14,653 $15,380 $12,094 4/30/2007 $14,702 $15,426 $12,172 5/31/2007 $14,645 $15,357 $12,247 6/30/2007 $14,574 $15,278 $12,270 7/31/2007 $14,675 $15,396 $12,267 8/31/2007 $14,579 $15,330 $12,245 9/30/2007 $14,813 $15,557 $12,279 10/31/2007 $14,866 $15,626 $12,305 11/30/2007 $14,931 $15,726 $12,378 12/31/2007 $14,933 $15,769 $12,370 1/31/2008 $15,070 $15,968 $12,431 2/29/2008 $14,370 $15,237 $12,467 3/31/2008 $14,811 $15,672 $12,575 4/30/2008 $15,016 $15,856 $12,652 5/31/2008 $15,121 $15,952 $12,758 6/30/2008 $14,955 $15,771 $12,887 7/31/2008 $14,985 $15,831 $12,954 8/31/2008 $15,140 $16,017 $12,903 9/30/2008 $14,370 $15,265 $12,885 10/31/2008 $14,106 $15,110 $12,755 11/30/2008 $14,001 $15,158 $12,510 12/31/2008 $14,094 $15,379 $12,381 1/31/2009 $14,616 $15,942 $12,435 2/28/2009 $14,794 $16,025 $12,497 3/31/2009 $14,817 $16,028 $12,527 4/30/2009 $15,172 $16,349 $12,558 5/31/2009 $15,359 $16,522 $12,595 6/30/2009 $15,254 $16,367 $12,703 7/31/2009 $15,472 $16,641 $12,683 8/31/2009 $15,794 $16,925 $12,711 9/30/2009 $16,426 $17,532 $12,719 10/31/2009 $16,151 $17,164 $12,731 11/30/2009 $16,141 $17,306 $12,740 12/31/2009 $16,239 $17,365 $12,718 1/31/2010 $16,297 $17,455 $12,761 2/28/2010 $16,398 $17,624 $12,764 AVERAGE ANNUAL TOTAL RETURN CLASS B 2/28/10 - ------- ------- 1-Year +6.30% 5-Year +3.14% 10-Year +5.10% CLASS B (3/1/00-2/28/10) (PERFORMANCE GRAPH) FRANKLIN NEW JERSEY TAX-FREE BARCLAYS CAPITAL INCOME MUNICIPAL BOND DATE FUND - CLASS B INDEX CPI - ---------- --------------- ---------------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,221 $10,218 $10,082 4/30/2000 $10,155 $10,158 $10,088 5/31/2000 $10,077 $10,105 $10,100 6/30/2000 $10,348 $10,373 $10,153 7/31/2000 $10,492 $10,518 $10,177 8/31/2000 $10,654 $10,680 $10,177 9/30/2000 $10,582 $10,624 $10,230 10/31/2000 $10,708 $10,740 $10,247 11/30/2000 $10,786 $10,821 $10,253 12/31/2000 $11,044 $11,089 $10,247 1/31/2001 $11,094 $11,198 $10,312 2/28/2001 $11,181 $11,234 $10,353 3/31/2001 $11,263 $11,334 $10,377 4/30/2001 $11,142 $11,212 $10,418 5/31/2001 $11,260 $11,332 $10,465 6/30/2001 $11,348 $11,408 $10,483 7/31/2001 $11,517 $11,577 $10,453 8/31/2001 $11,665 $11,768 $10,453 9/30/2001 $11,598 $11,729 $10,501 10/31/2001 $11,728 $11,868 $10,465 11/30/2001 $11,620 $11,768 $10,448 12/31/2001 $11,513 $11,657 $10,406 1/31/2002 $11,692 $11,859 $10,430 2/28/2002 $11,831 $12,002 $10,471 3/31/2002 $11,607 $11,767 $10,530 4/30/2002 $11,808 $11,997 $10,589 5/31/2002 $11,880 $12,070 $10,589 6/30/2002 $11,972 $12,197 $10,595 7/31/2002 $12,106 $12,354 $10,607 8/31/2002 $12,228 $12,503 $10,642 9/30/2002 $12,492 $12,776 $10,660 10/31/2002 $12,238 $12,565 $10,677 11/30/2002 $12,188 $12,512 $10,677 12/31/2002 $12,445 $12,776 $10,654 1/31/2003 $12,383 $12,744 $10,701 2/28/2003 $12,527 $12,922 $10,783 3/31/2003 $12,540 $12,930 $10,848 4/30/2003 $12,623 $13,015 $10,824 5/31/2003 $12,907 $13,320 $10,807 6/30/2003 $12,853 $13,263 $10,819 7/31/2003 $12,359 $12,799 $10,830 8/31/2003 $12,452 $12,895 $10,872 9/30/2003 $12,755 $13,274 $10,907 10/31/2003 $12,703 $13,207 $10,895 11/30/2003 $12,859 $13,345 $10,866 12/31/2003 $12,964 $13,455 $10,854 1/31/2004 $13,051 $13,532 $10,907 2/29/2004 $13,240 $13,736 $10,966 3/31/2004 $13,229 $13,688 $11,037 4/30/2004 $12,883 $13,364 $11,072 5/31/2004 $12,839 $13,315 $11,137 6/30/2004 $12,902 $13,364 $11,172 7/31/2004 $13,066 $13,540 $11,154 8/31/2004 $13,295 $13,811 $11,160 9/30/2004 $13,393 $13,884 $11,184 10/31/2004 $13,503 $14,004 $11,243 11/30/2004 $13,390 $13,888 $11,249 12/31/2004 $13,568 $14,058 $11,207 1/31/2005 $13,742 $14,189 $11,231 2/28/2005 $13,707 $14,142 $11,296 3/31/2005 $13,654 $14,053 $11,384 4/30/2005 $13,841 $14,274 $11,461 5/31/2005 $13,954 $14,375 $11,449 6/30/2005 $14,034 $14,464 $11,455 7/31/2005 $13,976 $14,399 $11,508 8/31/2005 $14,098 $14,544 $11,567 9/30/2005 $14,006 $14,446 $11,708 10/31/2005 $13,923 $14,359 $11,731 11/30/2005 $13,978 $14,428 $11,637 12/31/2005 $14,081 $14,552 $11,590 1/31/2006 $14,089 $14,591 $11,678 2/28/2006 $14,209 $14,689 $11,702 3/31/2006 $14,106 $14,588 $11,767 4/30/2006 $14,102 $14,583 $11,867 5/31/2006 $14,135 $14,648 $11,926 6/30/2006 $14,085 $14,592 $11,949 7/31/2006 $14,235 $14,766 $11,985 8/31/2006 $14,409 $14,985 $12,008 9/30/2006 $14,501 $15,089 $11,949 10/31/2006 $14,594 $15,184 $11,885 11/30/2006 $14,732 $15,311 $11,867 12/31/2006 $14,681 $15,257 $11,885 1/31/2007 $14,642 $15,217 $11,921 2/28/2007 $14,817 $15,418 $11,985 3/31/2007 $14,768 $15,380 $12,094 4/30/2007 $14,811 $15,426 $12,172 5/31/2007 $14,746 $15,357 $12,247 6/30/2007 $14,669 $15,278 $12,270 7/31/2007 $14,763 $15,396 $12,267 8/31/2007 $14,660 $15,330 $12,245 9/30/2007 $14,875 $15,557 $12,279 10/31/2007 $14,934 $15,626 $12,305 11/30/2007 $14,992 $15,726 $12,378 12/31/2007 $14,986 $15,769 $12,370 1/31/2008 $15,117 $15,968 $12,431 2/29/2008 $14,413 $15,237 $12,467 3/31/2008 $14,856 $15,672 $12,575 4/30/2008 $15,062 $15,856 $12,652 5/31/2008 $15,165 $15,952 $12,758 6/30/2008 $15,001 $15,771 $12,887 7/31/2008 $15,031 $15,831 $12,954 8/31/2008 $15,183 $16,017 $12,903 9/30/2008 $14,413 $15,265 $12,885 10/31/2008 $14,147 $15,110 $12,755 11/30/2008 $14,039 $15,158 $12,510 12/31/2008 $14,136 $15,379 $12,381 1/31/2009 $14,658 $15,942 $12,435 2/28/2009 $14,837 $16,025 $12,497 3/31/2009 $14,862 $16,028 $12,527 4/30/2009 $15,218 $16,349 $12,558 5/31/2009 $15,403 $16,522 $12,595 6/30/2009 $15,301 $16,367 $12,703 7/31/2009 $15,519 $16,641 $12,683 8/31/2009 $15,844 $16,925 $12,711 9/30/2009 $16,477 $17,532 $12,719 10/31/2009 $16,200 $17,164 $12,731 11/30/2009 $16,191 $17,306 $12,740 12/31/2009 $16,289 $17,365 $12,718 1/31/2010 $16,345 $17,455 $12,761 2/28/2010 $16,449 $17,624 $12,764 78 | Annual Report Performance Summary (CONTINUED) AVERAGE ANNUAL TOTAL RETURN CLASS C 2/28/10 - ------- ------- 1-Year +9.35% 5-Year +3.49% 10-Year +4.97% CLASS C (3/1/00-2/28/10) (PERFORMANCE GRAPH) FRANKLIN NEW JERSEY TAX-FREE BARCLAYS CAPITAL INCOME MUNICIPAL BOND DATE FUND - CLASS C INDEX CPI - ---------- --------------- ---------------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,229 $10,218 $10,082 4/30/2000 $10,154 $10,158 $10,088 5/31/2000 $10,078 $10,105 $10,100 6/30/2000 $10,338 $10,373 $10,153 7/31/2000 $10,481 $10,518 $10,177 8/31/2000 $10,634 $10,680 $10,177 9/30/2000 $10,572 $10,624 $10,230 10/31/2000 $10,688 $10,740 $10,247 11/30/2000 $10,766 $10,821 $10,253 12/31/2000 $11,022 $11,089 $10,247 1/31/2001 $11,072 $11,198 $10,312 2/28/2001 $11,159 $11,234 $10,353 3/31/2001 $11,231 $11,334 $10,377 4/30/2001 $11,120 $11,212 $10,418 5/31/2001 $11,238 $11,332 $10,465 6/30/2001 $11,326 $11,408 $10,483 7/31/2001 $11,494 $11,577 $10,453 8/31/2001 $11,642 $11,768 $10,453 9/30/2001 $11,575 $11,729 $10,501 10/31/2001 $11,695 $11,868 $10,465 11/30/2001 $11,597 $11,768 $10,448 12/31/2001 $11,481 $11,657 $10,406 1/31/2002 $11,668 $11,859 $10,430 2/28/2002 $11,807 $12,002 $10,471 3/31/2002 $11,585 $11,767 $10,530 4/30/2002 $11,775 $11,997 $10,589 5/31/2002 $11,847 $12,070 $10,589 6/30/2002 $11,948 $12,197 $10,595 7/31/2002 $12,072 $12,354 $10,607 8/31/2002 $12,204 $12,503 $10,642 9/30/2002 $12,466 $12,776 $10,660 10/31/2002 $12,204 $12,565 $10,677 11/30/2002 $12,154 $12,512 $10,677 12/31/2002 $12,411 $12,776 $10,654 1/31/2003 $12,350 $12,744 $10,701 2/28/2003 $12,493 $12,922 $10,783 3/31/2003 $12,506 $12,930 $10,848 4/30/2003 $12,588 $13,015 $10,824 5/31/2003 $12,881 $13,320 $10,807 6/30/2003 $12,816 $13,263 $10,819 7/31/2003 $12,323 $12,799 $10,830 8/31/2003 $12,415 $12,895 $10,872 9/30/2003 $12,717 $13,274 $10,907 10/31/2003 $12,676 $13,207 $10,895 11/30/2003 $12,821 $13,345 $10,866 12/31/2003 $12,925 $13,455 $10,854 1/31/2004 $13,022 $13,532 $10,907 2/29/2004 $13,210 $13,736 $10,966 3/31/2004 $13,188 $13,688 $11,037 4/30/2004 $12,855 $13,364 $11,072 5/31/2004 $12,800 $13,315 $11,137 6/30/2004 $12,863 $13,364 $11,172 7/31/2004 $13,038 $13,540 $11,154 8/31/2004 $13,265 $13,811 $11,160 9/30/2004 $13,351 $13,884 $11,184 10/31/2004 $13,472 $14,004 $11,243 11/30/2004 $13,359 $13,888 $11,249 12/31/2004 $13,525 $14,058 $11,207 1/31/2005 $13,709 $14,189 $11,231 2/28/2005 $13,674 $14,142 $11,296 3/31/2005 $13,610 $14,053 $11,384 4/30/2005 $13,807 $14,274 $11,461 5/31/2005 $13,919 $14,375 $11,449 6/30/2005 $13,999 $14,464 $11,455 7/31/2005 $13,941 $14,399 $11,508 8/31/2005 $14,063 $14,544 $11,567 9/30/2005 $13,960 $14,446 $11,708 10/31/2005 $13,889 $14,359 $11,731 11/30/2005 $13,931 $14,428 $11,637 12/31/2005 $14,046 $14,552 $11,590 1/31/2006 $14,054 $14,591 $11,678 2/28/2006 $14,162 $14,689 $11,702 3/31/2006 $14,070 $14,588 $11,767 4/30/2006 $14,066 $14,583 $11,867 5/31/2006 $14,099 $14,648 $11,926 6/30/2006 $14,049 $14,592 $11,949 7/31/2006 $14,187 $14,766 $11,985 8/31/2006 $14,372 $14,985 $12,008 9/30/2006 $14,463 $15,089 $11,949 10/31/2006 $14,556 $15,184 $11,885 11/30/2006 $14,693 $15,311 $11,867 12/31/2006 $14,642 $15,257 $11,885 1/31/2007 $14,603 $15,217 $11,921 2/28/2007 $14,777 $15,418 $11,985 3/31/2007 $14,729 $15,380 $12,094 4/30/2007 $14,771 $15,426 $12,172 5/31/2007 $14,707 $15,357 $12,247 6/30/2007 $14,630 $15,278 $12,270 7/31/2007 $14,724 $15,396 $12,267 8/31/2007 $14,621 $15,330 $12,245 9/30/2007 $14,848 $15,557 $12,279 10/31/2007 $14,893 $15,626 $12,305 11/30/2007 $14,964 $15,726 $12,378 12/31/2007 $14,946 $15,769 $12,370 1/31/2008 $15,076 $15,968 $12,431 2/29/2008 $14,375 $15,237 $12,467 3/31/2008 $14,805 $15,672 $12,575 4/30/2008 $15,001 $15,856 $12,652 5/31/2008 $15,098 $15,952 $12,758 6/30/2008 $14,927 $15,771 $12,887 7/31/2008 $14,962 $15,831 $12,954 8/31/2008 $15,096 $16,017 $12,903 9/30/2008 $14,315 $15,265 $12,885 10/31/2008 $14,047 $15,110 $12,755 11/30/2008 $13,950 $15,158 $12,510 12/31/2008 $14,035 $15,379 $12,381 1/31/2009 $14,544 $15,942 $12,435 2/28/2009 $14,714 $16,025 $12,497 3/31/2009 $14,729 $16,028 $12,527 4/30/2009 $15,072 $16,349 $12,558 5/31/2009 $15,249 $16,522 $12,595 6/30/2009 $15,139 $16,367 $12,703 7/31/2009 $15,359 $16,641 $12,683 8/31/2009 $15,669 $16,925 $12,711 9/30/2009 $16,283 $17,532 $12,719 10/31/2009 $16,019 $17,164 $12,731 11/30/2009 $15,988 $17,306 $12,740 12/31/2009 $16,077 $17,365 $12,718 1/31/2010 $16,127 $17,455 $12,761 2/28/2010 $16,235 $17,624 $12,764 AVERAGE ANNUAL TOTAL RETURN ADVISOR CLASS(8) 2/28/10 - ---------------- ------- 1-Year +10.98% 5-Year +4.08% 10-Year +5.55% ADVISOR CLASS (3/1/00-2/28/10)(8) (PERFORMANCE GRAPH) FRANKLIN NEW JERSEY TAX-FREE BARCLAYS CAPITAL INCOME FUND - MUNICIPAL BOND DATE ADVISOR CLASS INDEX CPI - ---------- --------------- ---------------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,226 $10,218 $10,082 4/30/2000 $10,164 $10,158 $10,088 5/31/2000 $10,092 $10,105 $10,100 6/30/2000 $10,358 $10,373 $10,153 7/31/2000 $10,499 $10,518 $10,177 8/31/2000 $10,666 $10,680 $10,177 9/30/2000 $10,599 $10,624 $10,230 10/31/2000 $10,731 $10,740 $10,247 11/30/2000 $10,814 $10,821 $10,253 12/31/2000 $11,078 $11,089 $10,247 1/31/2001 $11,133 $11,198 $10,312 2/28/2001 $11,216 $11,234 $10,353 3/31/2001 $11,305 $11,334 $10,377 4/30/2001 $11,188 $11,212 $10,418 5/31/2001 $11,312 $11,332 $10,465 6/30/2001 $11,407 $11,408 $10,483 7/31/2001 $11,583 $11,577 $10,453 8/31/2001 $11,737 $11,768 $10,453 9/30/2001 $11,665 $11,729 $10,501 10/31/2001 $11,802 $11,868 $10,465 11/30/2001 $11,708 $11,768 $10,448 12/31/2001 $11,596 $11,657 $10,406 1/31/2002 $11,782 $11,859 $10,430 2/28/2002 $11,928 $12,002 $10,471 3/31/2002 $11,708 $11,767 $10,530 4/30/2002 $11,917 $11,997 $10,589 5/31/2002 $11,985 $12,070 $10,589 6/30/2002 $12,094 $12,197 $10,595 7/31/2002 $12,225 $12,354 $10,607 8/31/2002 $12,365 $12,503 $10,642 9/30/2002 $12,638 $12,776 $10,660 10/31/2002 $12,377 $12,565 $10,677 11/30/2002 $12,331 $12,512 $10,677 12/31/2002 $12,599 $12,776 $10,654 1/31/2003 $12,542 $12,744 $10,701 2/28/2003 $12,693 $12,922 $10,783 3/31/2003 $12,713 $12,930 $10,848 4/30/2003 $12,803 $13,015 $10,824 5/31/2003 $13,098 $13,320 $10,807 6/30/2003 $13,049 $13,263 $10,819 7/31/2003 $12,550 $12,799 $10,830 8/31/2003 $12,651 $12,895 $10,872 9/30/2003 $12,967 $13,274 $10,907 10/31/2003 $12,921 $13,207 $10,895 11/30/2003 $13,075 $13,345 $10,866 12/31/2003 $13,200 $13,455 $10,854 1/31/2004 $13,293 $13,532 $10,907 2/29/2004 $13,493 $13,736 $10,966 3/31/2004 $13,476 $13,688 $11,037 4/30/2004 $13,139 $13,364 $11,072 5/31/2004 $13,101 $13,315 $11,137 6/30/2004 $13,160 $13,364 $11,172 7/31/2004 $13,346 $13,540 $11,154 8/31/2004 $13,588 $13,811 $11,160 9/30/2004 $13,694 $13,884 $11,184 10/31/2004 $13,813 $14,004 $11,243 11/30/2004 $13,702 $13,888 $11,249 12/31/2004 $13,880 $14,058 $11,207 1/31/2005 $14,077 $14,189 $11,231 2/28/2005 $14,047 $14,142 $11,296 3/31/2005 $13,988 $14,053 $11,384 4/30/2005 $14,199 $14,274 $11,461 5/31/2005 $14,322 $14,375 $11,449 6/30/2005 $14,400 $14,464 $11,455 7/31/2005 $14,358 $14,399 $11,508 8/31/2005 $14,491 $14,544 $11,567 9/30/2005 $14,391 $14,446 $11,708 10/31/2005 $14,311 $14,359 $11,731 11/30/2005 $14,374 $14,428 $11,637 12/31/2005 $14,499 $14,552 $11,590 1/31/2006 $14,514 $14,591 $11,678 2/28/2006 $14,633 $14,689 $11,702 3/31/2006 $14,533 $14,588 $11,767 4/30/2006 $14,547 $14,583 $11,867 5/31/2006 $14,576 $14,648 $11,926 6/30/2006 $14,531 $14,592 $11,949 7/31/2006 $14,694 $14,766 $11,985 8/31/2006 $14,882 $14,985 $12,008 9/30/2006 $14,995 $15,089 $11,949 10/31/2006 $15,088 $15,184 $11,885 11/30/2006 $15,237 $15,311 $11,867 12/31/2006 $15,191 $15,257 $11,885 1/31/2007 $15,158 $15,217 $11,921 2/28/2007 $15,359 $15,418 $11,985 3/31/2007 $15,304 $15,380 $12,094 4/30/2007 $15,355 $15,426 $12,172 5/31/2007 $15,295 $15,357 $12,247 6/30/2007 $15,221 $15,278 $12,270 7/31/2007 $15,326 $15,396 $12,267 8/31/2007 $15,226 $15,330 $12,245 9/30/2007 $15,471 $15,557 $12,279 10/31/2007 $15,526 $15,626 $12,305 11/30/2007 $15,594 $15,726 $12,378 12/31/2007 $15,595 $15,769 $12,370 1/31/2008 $15,739 $15,968 $12,431 2/29/2008 $15,008 $15,237 $12,467 3/31/2008 $15,468 $15,672 $12,575 4/30/2008 $15,683 $15,856 $12,652 5/31/2008 $15,792 $15,952 $12,758 6/30/2008 $15,619 $15,771 $12,887 7/31/2008 $15,651 $15,831 $12,954 8/31/2008 $15,814 $16,017 $12,903 9/30/2008 $15,011 $15,265 $12,885 10/31/2008 $14,736 $15,110 $12,755 11/30/2008 $14,628 $15,158 $12,510 12/31/2008 $14,727 $15,379 $12,381 1/31/2009 $15,273 $15,942 $12,435 2/28/2009 $15,461 $16,025 $12,497 3/31/2009 $15,486 $16,028 $12,527 4/30/2009 $15,858 $16,349 $12,558 5/31/2009 $16,054 $16,522 $12,595 6/30/2009 $15,946 $16,367 $12,703 7/31/2009 $16,175 $16,641 $12,683 8/31/2009 $16,514 $16,925 $12,711 9/30/2009 $17,176 $17,532 $12,719 10/31/2009 $16,904 $17,164 $12,731 11/30/2009 $16,880 $17,306 $12,740 12/31/2009 $16,984 $17,365 $12,718 1/31/2010 $17,047 $17,455 $12,761 2/28/2010 $17,156 $17,624 $12,764 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 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 2/28/10. (5.) Taxable equivalent distribution rate and yield assume the published rates as of 12/24/09 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.) The 30-day standardized yield for the month ended 2/28/10 reflects an estimated yield to maturity (assuming all portfolio securities are held to maturity). It should be regarded as an estimate of the Fund's rate of investment income, and it may not equal the Fund's actual income distribution rate (which reflects the Fund's past dividends paid to shareholders) or the income reported in the Fund's financial statements. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. In periods of market volatility, assets may decline significantly, causing total annual Fund operating expenses to become higher than the figures shown. (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 and average annual total returns of Advisor Class shares were +9.55% and +5.64%. (9.) Source: (C) 2010 Morningstar. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. To be included in the index, bonds must be fixed rate, have at least one year to final maturity and be rated investment grade (Baa3/BBB- or higher) by at least two of the following agencies: Moody's, Standard & Poor's or Fitch. 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 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. 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 ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING VALUE 9/1/09 VALUE 2/28/10 PERIOD* 9/1/09-2/28/10 ----------------- -------------- ---------------------- CLASS A Actual $1,000 $1,038.40 $3.23 Hypothetical (5% return before expenses) $1,000 $1,021.62 $3.21 CLASS B Actual $1,000 $1,036.20 $5.96 Hypothetical (5% return before expenses) $1,000 $1,018.94 $5.91 CLASS C Actual $1,000 $1,036.10 $6.01 Hypothetical (5% return before expenses) $1,000 $1,018.89 $5.96 ADVISOR CLASS Actual $1,000 $1,038.90 $2.73 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. 82 | Annual Report 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 Based on Total Long-Term Investments as of 2/28/10** (PIE CHART) AAA .................................... 27.2% AA ..................................... 23.8% A ...................................... 14.7% BBB .................................... 14.1% Below Investment Grade ................. 1.3% Not Rated by S&P ....................... 18.9% * 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. The letter ratings are provided to indicate the creditworthiness of the Fund's bond holdings and generally can range from AAA or Aaa (highest) to Below Investment Grade (lowest). ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa 0.4% 1.1% AA or Aa 9.4% -- A 6.0% 0.2% BBB or Baa 0.9% 0.7% Below Investment Grade -- 0.2% ---- --- Total 16.7% 2.2% We are pleased to bring you Franklin Oregon Tax-Free Income Fund's annual report for the fiscal year ended February 28, 2010. (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 209. Annual Report | 83 DIVIDEND DISTRIBUTIONS* Franklin Oregon Tax-Free Income Fund DIVIDEND PER SHARE ----------------------------------------- MONTH CLASS A CLASS C ADVISOR CLASS** - ----- ---------- ---------- --------------- March 2009 4.18 cents 3.67 cents -- April 2009 4.18 cents 3.67 cents -- May 2009 4.18 cents 3.67 cents -- June 2009 4.18 cents 3.66 cents -- July 2009 4.18 cents 3.66 cents 0.88 cents August 2009 4.18 cents 3.66 cents 4.27 cents September 2009 4.11 cents 3.57 cents 4.20 cents October 2009 4.11 cents 3.57 cents 4.20 cents November 2009 4.11 cents 3.57 cents 4.20 cents December 2009 4.01 cents 3.44 cents 4.10 cents January 2010 4.01 cents 3.44 cents 4.10 cents February 2010 4.01 cents 3.44 cents 4.10 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 7/15/09, 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, increased from $11.21 on February 28, 2009, to $11.87 on February 28, 2010. The Fund's Class A shares paid dividends totaling 49.34 cents per share for the same period.(2) The Performance Summary beginning on page 87 shows that at the end of this reporting period the Fund's Class A shares' distribution rate was 3.88% based on an annualization of the current 4.01 cent per share dividend and the maximum offering price of $12.40 on February 28, 2010. An investor in the 2010 maximum combined effective federal and Oregon personal income tax bracket of 42.15% would need to earn a distribution rate of 6.71% 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. During the year under review, renewed investor interest in municipal bonds and limited new-issue supply tended to reduce the Fund's income, which caused dividends to decline slightly. (2.) All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. 84 | Annual Report STATE UPDATE During the reporting period, Oregon's economy struggled with the lingering effects of a severe national recession. However, as the country's gross domestic product returned to growth, Oregon's economic conditions began to improve in the latter half of the review period. According to the Oregon Index of Leading Indicators, the state economy was looking up based on positive trends coming out of housing permits, the purchasing managers' index, initial unemployment claims, industrial production, the semiconductor book-to-bill ratio and new incorporations. The state's exporters benefited from renewed demand for high technology products, especially from China, as Oregon became the fifth largest state in terms of total exports to China in 2009.(3) Although job losses slowed, the state's unemployment rate rose to 10.5% in February 2010.(4) Major job cuts were in the areas of construction, wood products, transportation equipment, nondurable goods and educational services. A few sectors gained jobs, including health services and state government. Like that of many other states, Oregon's fiscal management was put to the test with a drastic fall in tax revenues and higher demand for social services. During the state's 2009-11 fiscal biennium, personal income tax receipts came in significantly below estimates. Oregon relied heavily on one-time federal aid and utilized the majority of its two reserve funds (the Oregon Rainy Day Fund and the Education Stability Fund) to bridge its budget shortfalls. State officials also implemented significant spending cuts and controversial tax increases and fund transfers. However, so far the 2010 tax revenue projections for corporate income taxes were more optimistic compared with 2009's as economic conditions improved. Oregon's net tax-supported debt as a percentage of personal income was 4.5% and debt per capita was $1,607 compared with the 2.1% and $739 national medians.(5) Independent credit rating agency Standard & Poor's assigned Oregon's general obligation bonds a rating of AA with a stable outlook.(6) * Does not include short-term investments and other net assets. (3.) Source: Office of Economic Analysis (Oregon), "Oregon Economic and Revenue Forecast," March 2010. (4.) Source: Bureau of Labor Statistics. (5.) Source: Standard & Poor's, "U.S. Public Finance Report Card: 2009 State Debt Review: Significant Challenges Lie Ahead," 12/16/09. (6.) This does not indicate Standard & Poor's rating of the Fund. PORTFOLIO BREAKDOWN Franklin Oregon Tax-Free Income Fund 2/28/10 % OF TOTAL LONG-TERM INVESTMENTS* ---------------------- General Obligation 23.1% Hospital & Health Care 19.0% Prerefunded 16.2% Transportation 9.8% Tax-Supported 7.3% Utilities 6.8% Subject to Government Appropriations 5.6% Other Revenue 4.5% Higher Education 4.2% Housing 2.7% Corporate-Backed 0.8% Annual Report | 85 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, 2010, 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. 86 | Annual Report Performance Summary as of 2/28/10 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 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.66 $11.87 $11.21 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.4934 CLASS C (SYMBOL: FORIX) CHANGE 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.67 $12.00 $11.33 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.4292 ADVISOR CLASS (SYMBOL: N/A) CHANGE 2/28/10 7/15/09 - --------------------------- ------ ------- ------- Net Asset Value (NAV) +$0.43 $11.87 $11.44 DISTRIBUTIONS (7/16/09-2/28/10) Dividend Income $0.3064 Annual Report | 87 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 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) +10.47% +23.08% +71.67% Average Annual Total Return(2) +5.75% +3.34% +5.10% Avg. Ann. Total Return (3/31/10)(3) +6.07% +3.47% +4.86% Distribution Rate(4) 3.88% Taxable Equivalent Distribution Rate(5) 6.71% 30-Day Standardized Yield(6) 3.24% Taxable Equivalent Yield(5) 5.60% Total Annual Operating Expenses(7) 0.64% CLASS C 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------- Cumulative Total Return(1) +9.85% +19.68% +62.58% Average Annual Total Return(2) +8.85% +3.66% +4.98% Avg. Ann. Total Return (3/31/10)(3) +9.11% +3.78% +4.74% Distribution Rate(4) 3.44% Taxable Equivalent Distribution Rate(5) 5.95% 30-Day Standardized Yield(6) 2.84% Taxable Equivalent Yield(5) 4.91% Total Annual Operating Expenses(7) 1.19% ADVISOR CLASS(8) 1-YEAR 5-YEAR 10-YEAR - ---------------- ------ ------ ------- Cumulative Total Return(1) +10.53% +23.15% +71.77% Average Annual Total Return(2) +10.53% +4.25% +5.56% Avg. Ann. Total Return (3/31/10)(3) +10.81% +4.38% +5.33% Distribution Rate(4) 4.16% Taxable Equivalent Distribution Rate(5) 7.19% 30-Day Standardized Yield(6) 3.50% Taxable Equivalent Yield(5) 6.05% 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, GO TO franklintempleton.com OR CALL (800) 342-5236. 88 | 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 2/28/10 - ------- ------- 1-Year +5.75% 5-Year +3.34% 10-Year +5.10% CLASS A (3/1/00-2/28/10) (PERFORMANCE GRAPH) FRANKLIN OREGON BARCLAYS CAPITAL TAX-FREE INCOME MUNICIPAL BOND DATE FUND - CLASS A INDEX CPI - ---------- --------------- ---------------- ------- 3/1/2000 $ 9,575 $10,000 $10,000 3/31/2000 $ 9,794 $10,218 $10,082 4/30/2000 $ 9,732 $10,158 $10,088 5/31/2000 $ 9,669 $10,105 $10,100 6/30/2000 $ 9,927 $10,373 $10,153 7/31/2000 $10,063 $10,518 $10,177 8/31/2000 $10,224 $10,680 $10,177 9/30/2000 $10,158 $10,624 $10,230 10/31/2000 $10,257 $10,740 $10,247 11/30/2000 $10,319 $10,821 $10,253 12/31/2000 $10,557 $11,089 $10,247 1/31/2001 $10,609 $11,198 $10,312 2/28/2001 $10,652 $11,234 $10,353 3/31/2001 $10,738 $11,334 $10,377 4/30/2001 $10,623 $11,212 $10,418 5/31/2001 $10,725 $11,332 $10,465 6/30/2001 $10,807 $11,408 $10,483 7/31/2001 $10,978 $11,577 $10,453 8/31/2001 $11,147 $11,768 $10,453 9/30/2001 $11,076 $11,729 $10,501 10/31/2001 $11,209 $11,868 $10,465 11/30/2001 $11,116 $11,768 $10,448 12/31/2001 $10,996 $11,657 $10,406 1/31/2002 $11,155 $11,859 $10,430 2/28/2002 $11,285 $12,002 $10,471 3/31/2002 $11,098 $11,767 $10,530 4/30/2002 $11,290 $11,997 $10,589 5/31/2002 $11,344 $12,070 $10,589 6/30/2002 $11,448 $12,197 $10,595 7/31/2002 $11,573 $12,354 $10,607 8/31/2002 $11,687 $12,503 $10,642 9/30/2002 $11,932 $12,776 $10,660 10/31/2002 $11,686 $12,565 $10,677 11/30/2002 $11,651 $12,512 $10,677 12/31/2002 $11,889 $12,776 $10,654 1/31/2003 $11,843 $12,744 $10,701 2/28/2003 $11,999 $12,922 $10,783 3/31/2003 $11,997 $12,930 $10,848 4/30/2003 $12,082 $13,015 $10,824 5/31/2003 $12,399 $13,320 $10,807 6/30/2003 $12,370 $13,263 $10,819 7/31/2003 $11,936 $12,799 $10,830 8/31/2003 $12,023 $12,895 $10,872 9/30/2003 $12,329 $13,274 $10,907 10/31/2003 $12,283 $13,207 $10,895 11/30/2003 $12,433 $13,345 $10,866 12/31/2003 $12,542 $13,455 $10,854 1/31/2004 $12,622 $13,532 $10,907 2/29/2004 $12,826 $13,736 $10,966 3/31/2004 $12,821 $13,688 $11,037 4/30/2004 $12,525 $13,364 $11,072 5/31/2004 $12,498 $13,315 $11,137 6/30/2004 $12,533 $13,364 $11,172 7/31/2004 $12,703 $13,540 $11,154 8/31/2004 $12,927 $13,811 $11,160 9/30/2004 $12,996 $13,884 $11,184 10/31/2004 $13,133 $14,004 $11,243 11/30/2004 $13,024 $13,888 $11,249 12/31/2004 $13,207 $14,058 $11,207 1/31/2005 $13,375 $14,189 $11,231 2/28/2005 $13,355 $14,142 $11,296 3/31/2005 $13,285 $14,053 $11,384 4/30/2005 $13,511 $14,274 $11,461 5/31/2005 $13,617 $14,375 $11,449 6/30/2005 $13,692 $14,464 $11,455 7/31/2005 $13,639 $14,399 $11,508 8/31/2005 $13,789 $14,544 $11,567 9/30/2005 $13,690 $14,446 $11,708 10/31/2005 $13,599 $14,359 $11,731 11/30/2005 $13,658 $14,428 $11,637 12/31/2005 $13,778 $14,552 $11,590 1/31/2006 $13,802 $14,591 $11,678 2/28/2006 $13,926 $14,689 $11,702 3/31/2006 $13,814 $14,588 $11,767 4/30/2006 $13,825 $14,583 $11,867 5/31/2006 $13,861 $14,648 $11,926 6/30/2006 $13,791 $14,592 $11,949 7/31/2006 $13,958 $14,766 $11,985 8/31/2006 $14,148 $14,985 $12,008 9/30/2006 $14,244 $15,089 $11,949 10/31/2006 $14,330 $15,184 $11,885 11/30/2006 $14,460 $15,311 $11,867 12/31/2006 $14,400 $15,257 $11,885 1/31/2007 $14,364 $15,217 $11,921 2/28/2007 $14,557 $15,418 $11,985 3/31/2007 $14,501 $15,380 $12,094 4/30/2007 $14,549 $15,426 $12,172 5/31/2007 $14,488 $15,357 $12,247 6/30/2007 $14,427 $15,278 $12,270 7/31/2007 $14,514 $15,396 $12,267 8/31/2007 $14,464 $15,330 $12,245 9/30/2007 $14,675 $15,557 $12,279 10/31/2007 $14,726 $15,626 $12,305 11/30/2007 $14,815 $15,726 $12,378 12/31/2007 $14,827 $15,769 $12,370 1/31/2008 $14,965 $15,968 $12,431 2/29/2008 $14,304 $15,237 $12,467 3/31/2008 $14,698 $15,672 $12,575 4/30/2008 $14,917 $15,856 $12,652 5/31/2008 $15,009 $15,952 $12,758 6/30/2008 $14,891 $15,771 $12,887 7/31/2008 $14,934 $15,831 $12,954 8/31/2008 $15,078 $16,017 $12,903 9/30/2008 $14,271 $15,265 $12,885 10/31/2008 $14,146 $15,110 $12,755 11/30/2008 $14,092 $15,158 $12,510 12/31/2008 $14,225 $15,379 $12,381 1/31/2009 $14,701 $15,942 $12,435 2/28/2009 $14,882 $16,025 $12,497 3/31/2009 $14,852 $16,028 $12,527 4/30/2009 $15,198 $16,349 $12,558 5/31/2009 $15,388 $16,522 $12,595 6/30/2009 $15,321 $16,367 $12,703 7/31/2009 $15,502 $16,641 $12,683 8/31/2009 $15,774 $16,925 $12,711 9/30/2009 $16,371 $17,532 $12,719 10/31/2009 $16,089 $17,164 $12,731 11/30/2009 $16,171 $17,306 $12,740 12/31/2009 $16,253 $17,365 $12,718 1/31/2010 $16,295 $17,455 $12,761 2/28/2010 $16,438 $17,624 $12,764 AVERAGE ANNUAL TOTAL RETURN CLASS C 2/28/10 - ------- ------- 1-Year +8.85% 5-Year +3.66% 10-Year +4.98% CLASS C (3/1/00-2/28/10) (PERFORMANCE GRAPH) FRANKLIN OREGON BARCLAYS CAPITAL TAX-FREE INCOME MUNICIPAL BOND DATE FUND - CLASS C INDEX CPI - ---------- --------------- ---------------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,232 $10,218 $10,082 4/30/2000 $10,163 $10,158 $10,088 5/31/2000 $10,093 $10,105 $10,100 6/30/2000 $10,347 $10,373 $10,153 7/31/2000 $10,491 $10,518 $10,177 8/31/2000 $10,654 $10,680 $10,177 9/30/2000 $10,580 $10,624 $10,230 10/31/2000 $10,678 $10,740 $10,247 11/30/2000 $10,737 $10,821 $10,253 12/31/2000 $10,978 $11,089 $10,247 1/31/2001 $11,028 $11,198 $10,312 2/28/2001 $11,057 $11,234 $10,353 3/31/2001 $11,159 $11,334 $10,377 4/30/2001 $11,035 $11,212 $10,418 5/31/2001 $11,135 $11,332 $10,465 6/30/2001 $11,205 $11,408 $10,483 7/31/2001 $11,386 $11,577 $10,453 8/31/2001 $11,554 $11,768 $10,453 9/30/2001 $11,467 $11,729 $10,501 10/31/2001 $11,598 $11,868 $10,465 11/30/2001 $11,498 $11,768 $10,448 12/31/2001 $11,368 $11,657 $10,406 1/31/2002 $11,526 $11,859 $10,430 2/28/2002 $11,665 $12,002 $10,471 3/31/2002 $11,467 $11,767 $10,530 4/30/2002 $11,658 $11,997 $10,589 5/31/2002 $11,709 $12,070 $10,589 6/30/2002 $11,810 $12,197 $10,595 7/31/2002 $11,943 $12,354 $10,607 8/31/2002 $12,044 $12,503 $10,642 9/30/2002 $12,289 $12,776 $10,660 10/31/2002 $12,032 $12,565 $10,677 11/30/2002 $11,990 $12,512 $10,677 12/31/2002 $12,239 $12,776 $10,654 1/31/2003 $12,186 $12,744 $10,701 2/28/2003 $12,340 $12,922 $10,783 3/31/2003 $12,321 $12,930 $10,848 4/30/2003 $12,414 $13,015 $10,824 5/31/2003 $12,731 $13,320 $10,807 6/30/2003 $12,695 $13,263 $10,819 7/31/2003 $12,247 $12,799 $10,830 8/31/2003 $12,319 $12,895 $10,872 9/30/2003 $12,624 $13,274 $10,907 10/31/2003 $12,582 $13,207 $10,895 11/30/2003 $12,728 $13,345 $10,866 12/31/2003 $12,844 $13,455 $10,854 1/31/2004 $12,909 $13,532 $10,907 2/29/2004 $13,121 $13,736 $10,966 3/31/2004 $13,110 $13,688 $11,037 4/30/2004 $12,793 $13,364 $11,072 5/31/2004 $12,759 $13,315 $11,137 6/30/2004 $12,801 $13,364 $11,172 7/31/2004 $12,955 $13,540 $11,154 8/31/2004 $13,175 $13,811 $11,160 9/30/2004 $13,251 $13,884 $11,184 10/31/2004 $13,383 $14,004 $11,243 11/30/2004 $13,257 $13,888 $11,249 12/31/2004 $13,446 $14,058 $11,207 1/31/2005 $13,609 $14,189 $11,231 2/28/2005 $13,584 $14,142 $11,296 3/31/2005 $13,505 $14,053 $11,384 4/30/2005 $13,715 $14,274 $11,461 5/31/2005 $13,827 $14,375 $11,449 6/30/2005 $13,896 $14,464 $11,455 7/31/2005 $13,836 $14,399 $11,508 8/31/2005 $13,981 $14,544 $11,567 9/30/2005 $13,875 $14,446 $11,708 10/31/2005 $13,777 $14,359 $11,731 11/30/2005 $13,830 $14,428 $11,637 12/31/2005 $13,944 $14,552 $11,590 1/31/2006 $13,962 $14,591 $11,678 2/28/2006 $14,081 $14,689 $11,702 3/31/2006 $13,962 $14,588 $11,767 4/30/2006 $13,966 $14,583 $11,867 5/31/2006 $13,996 $14,648 $11,926 6/30/2006 $13,919 $14,592 $11,949 7/31/2006 $14,079 $14,766 $11,985 8/31/2006 $14,263 $14,985 $12,008 9/30/2006 $14,352 $15,089 $11,949 10/31/2006 $14,443 $15,184 $11,885 11/30/2006 $14,554 $15,311 $11,867 12/31/2006 $14,500 $15,257 $11,885 1/31/2007 $14,457 $15,217 $11,921 2/28/2007 $14,643 $15,418 $11,985 3/31/2007 $14,580 $15,380 $12,094 4/30/2007 $14,621 $15,426 $12,172 5/31/2007 $14,553 $15,357 $12,247 6/30/2007 $14,474 $15,278 $12,270 7/31/2007 $14,566 $15,396 $12,267 8/31/2007 $14,510 $15,330 $12,245 9/30/2007 $14,700 $15,557 $12,279 10/31/2007 $14,757 $15,626 $12,305 11/30/2007 $14,838 $15,726 $12,378 12/31/2007 $14,844 $15,769 $12,370 1/31/2008 $14,973 $15,968 $12,431 2/29/2008 $14,300 $15,237 $12,467 3/31/2008 $14,696 $15,672 $12,575 4/30/2008 $14,905 $15,856 $12,652 5/31/2008 $15,001 $15,952 $12,758 6/30/2008 $14,866 $15,771 $12,887 7/31/2008 $14,901 $15,831 $12,954 8/31/2008 $15,036 $16,017 $12,903 9/30/2008 $14,220 $15,265 $12,885 10/31/2008 $14,089 $15,110 $12,755 11/30/2008 $14,043 $15,158 $12,510 12/31/2008 $14,155 $15,379 $12,381 1/31/2009 $14,630 $15,942 $12,435 2/28/2009 $14,802 $16,025 $12,497 3/31/2009 $14,765 $16,028 $12,527 4/30/2009 $15,099 $16,349 $12,558 5/31/2009 $15,279 $16,522 $12,595 6/30/2009 $15,207 $16,367 $12,703 7/31/2009 $15,377 $16,641 $12,683 8/31/2009 $15,650 $16,925 $12,711 9/30/2009 $16,242 $17,532 $12,719 10/31/2009 $15,946 $17,164 $12,731 11/30/2009 $16,019 $17,306 $12,740 12/31/2009 $16,091 $17,365 $12,718 1/31/2010 $16,124 $17,455 $12,761 2/28/2010 $16,258 $17,624 $12,764 Annual Report | 89 Performance Summary (CONTINUED) AVERAGE ANNUAL TOTAL RETURN ADVISOR CLASS(8) 2/28/10 - ---------------- ------- 1-Year +10.53% 5-Year +4.25% 10-Year +5.56% ADVISOR CLASS (3/1/00-2/28/10)(8) (PERFORMANCE GRAPH) FRANKLIN OREGON BARCLAYS CAPITAL TAX-FREE INCOME MUNICIPAL BOND DATE FUND - ADVISOR CLASS INDEX CPI - ---------- -------------------- ---------------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,228 $10,218 $10,082 4/30/2000 $10,164 $10,158 $10,088 5/31/2000 $10,098 $10,105 $10,100 6/30/2000 $10,368 $10,373 $10,153 7/31/2000 $10,509 $10,518 $10,177 8/31/2000 $10,678 $10,680 $10,177 9/30/2000 $10,609 $10,624 $10,230 10/31/2000 $10,713 $10,740 $10,247 11/30/2000 $10,777 $10,821 $10,253 12/31/2000 $11,025 $11,089 $10,247 1/31/2001 $11,080 $11,198 $10,312 2/28/2001 $11,125 $11,234 $10,353 3/31/2001 $11,214 $11,334 $10,377 4/30/2001 $11,095 $11,212 $10,418 5/31/2001 $11,201 $11,332 $10,465 6/30/2001 $11,287 $11,408 $10,483 7/31/2001 $11,465 $11,577 $10,453 8/31/2001 $11,642 $11,768 $10,453 9/30/2001 $11,568 $11,729 $10,501 10/31/2001 $11,706 $11,868 $10,465 11/30/2001 $11,610 $11,768 $10,448 12/31/2001 $11,484 $11,657 $10,406 1/31/2002 $11,650 $11,859 $10,430 2/28/2002 $11,786 $12,002 $10,471 3/31/2002 $11,591 $11,767 $10,530 4/30/2002 $11,791 $11,997 $10,589 5/31/2002 $11,848 $12,070 $10,589 6/30/2002 $11,956 $12,197 $10,595 7/31/2002 $12,087 $12,354 $10,607 8/31/2002 $12,206 $12,503 $10,642 9/30/2002 $12,461 $12,776 $10,660 10/31/2002 $12,205 $12,565 $10,677 11/30/2002 $12,168 $12,512 $10,677 12/31/2002 $12,417 $12,776 $10,654 1/31/2003 $12,369 $12,744 $10,701 2/28/2003 $12,532 $12,922 $10,783 3/31/2003 $12,529 $12,930 $10,848 4/30/2003 $12,619 $13,015 $10,824 5/31/2003 $12,949 $13,320 $10,807 6/30/2003 $12,919 $13,263 $10,819 7/31/2003 $12,465 $12,799 $10,830 8/31/2003 $12,556 $12,895 $10,872 9/30/2003 $12,876 $13,274 $10,907 10/31/2003 $12,829 $13,207 $10,895 11/30/2003 $12,985 $13,345 $10,866 12/31/2003 $13,099 $13,455 $10,854 1/31/2004 $13,183 $13,532 $10,907 2/29/2004 $13,396 $13,736 $10,966 3/31/2004 $13,390 $13,688 $11,037 4/30/2004 $13,081 $13,364 $11,072 5/31/2004 $13,052 $13,315 $11,137 6/30/2004 $13,090 $13,364 $11,172 7/31/2004 $13,267 $13,540 $11,154 8/31/2004 $13,500 $13,811 $11,160 9/30/2004 $13,573 $13,884 $11,184 10/31/2004 $13,716 $14,004 $11,243 11/30/2004 $13,602 $13,888 $11,249 12/31/2004 $13,793 $14,058 $11,207 1/31/2005 $13,968 $14,189 $11,231 2/28/2005 $13,948 $14,142 $11,296 3/31/2005 $13,874 $14,053 $11,384 4/30/2005 $14,110 $14,274 $11,461 5/31/2005 $14,222 $14,375 $11,449 6/30/2005 $14,300 $14,464 $11,455 7/31/2005 $14,244 $14,399 $11,508 8/31/2005 $14,401 $14,544 $11,567 9/30/2005 $14,297 $14,446 $11,708 10/31/2005 $14,202 $14,359 $11,731 11/30/2005 $14,264 $14,428 $11,637 12/31/2005 $14,389 $14,552 $11,590 1/31/2006 $14,415 $14,591 $11,678 2/28/2006 $14,545 $14,689 $11,702 3/31/2006 $14,427 $14,588 $11,767 4/30/2006 $14,438 $14,583 $11,867 5/31/2006 $14,476 $14,648 $11,926 6/30/2006 $14,403 $14,592 $11,949 7/31/2006 $14,577 $14,766 $11,985 8/31/2006 $14,776 $14,985 $12,008 9/30/2006 $14,876 $15,089 $11,949 10/31/2006 $14,966 $15,184 $11,885 11/30/2006 $15,102 $15,311 $11,867 12/31/2006 $15,039 $15,257 $11,885 1/31/2007 $15,002 $15,217 $11,921 2/28/2007 $15,203 $15,418 $11,985 3/31/2007 $15,145 $15,380 $12,094 4/30/2007 $15,194 $15,426 $12,172 5/31/2007 $15,131 $15,357 $12,247 6/30/2007 $15,067 $15,278 $12,270 7/31/2007 $15,158 $15,396 $12,267 8/31/2007 $15,106 $15,330 $12,245 9/30/2007 $15,326 $15,557 $12,279 10/31/2007 $15,379 $15,626 $12,305 11/30/2007 $15,472 $15,726 $12,378 12/31/2007 $15,485 $15,769 $12,370 1/31/2008 $15,629 $15,968 $12,431 2/29/2008 $14,939 $15,237 $12,467 3/31/2008 $15,351 $15,672 $12,575 4/30/2008 $15,580 $15,856 $12,652 5/31/2008 $15,675 $15,952 $12,758 6/30/2008 $15,552 $15,771 $12,887 7/31/2008 $15,597 $15,831 $12,954 8/31/2008 $15,747 $16,017 $12,903 9/30/2008 $14,904 $15,265 $12,885 10/31/2008 $14,774 $15,110 $12,755 11/30/2008 $14,717 $15,158 $12,510 12/31/2008 $14,857 $15,379 $12,381 1/31/2009 $15,353 $15,942 $12,435 2/28/2009 $15,542 $16,025 $12,497 3/31/2009 $15,512 $16,028 $12,527 4/30/2009 $15,873 $16,349 $12,558 5/31/2009 $16,071 $16,522 $12,595 6/30/2009 $16,002 $16,367 $12,703 7/31/2009 $16,190 $16,641 $12,683 8/31/2009 $16,476 $16,925 $12,711 9/30/2009 $17,115 $17,532 $12,719 10/31/2009 $16,808 $17,164 $12,731 11/30/2009 $16,895 $17,306 $12,740 12/31/2009 $16,981 $17,365 $12,718 1/31/2010 $17,026 $17,455 $12,761 2/28/2010 $17,177 $17,624 $12,764 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. 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 2/28/10. (5.) Taxable equivalent distribution rate and yield assume the published rates as of 12/24/09 for the maximum combined effective federal and Oregon personal income tax rate of 42.15%, based on the federal income tax rate of 35.00%. (6.) The 30-day standardized yield for the month ended 2/28/10 reflects an estimated yield to maturity (assuming all portfolio securities are held to maturity). It should be regarded as an estimate of the Fund's rate of investment income, and it may not equal the Fund's actual income distribution rate (which reflects the Fund's past dividends paid to shareholders) or the income reported in the Fund's financial statements. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. In periods of market volatility, assets may decline significantly, causing total annual Fund operating expenses to become higher than the figures shown. (8.) Effective 7/15/09, 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 7/15/09, 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 7/14/09, actual Advisor Class performance is used reflecting all charges and fees applicable to that class. Since 7/15/09 (commencement of sales), the cumulative total return of Advisor Class shares was +6.49%. (9.) Source: (C) 2010 Morningstar. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. To be included in the index, bonds must be fixed rate, have at least one year to final maturity and be rated investment grade (Baa3/BBB- or higher) by at least two of the following agencies: Moody's, Standard & Poor's or Fitch. The Consumer Price Index (CPI), calculated by the U.S. Bureau of Labor Statistics, is a commonly used measure of the inflation rate. 90 | Annual Report 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. Annual Report | 91 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 9/1/09 VALUE 2/28/10 PERIOD* 9/1/09-2/28/10 ----------------- -------------- ---------------------- CLASS A Actual $1,000 $1,042.10 $3.24 Hypothetical (5% return before expenses) $1,000 $1,021.62 $3.21 CLASS C Actual $1,000 $1,038.80 $6.02 Hypothetical (5% return before expenses) $1,000 $1,018.89 $5.96 ADVISOR CLASS Actual $1,000 $1,042.60 $2.73 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%; 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. 92 | Annual Report 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 2/28/10** (PIE CHART) AAA.................. 22.2% AA................... 15.6% A.................... 34.5% BBB.................. 15.0% Not Rated by S&P..... 12.7% * 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. The letter ratings are provided to indicate the creditworthiness of the Fund's bond holdings and generally can range from AAA or Aaa (highest) to Below Investment Grade (lowest). ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa 1.5% 0.9% AA or Aa 4.6% 0.3% A 3.0% -- BBB or Baa 1.8% 0.6% ---- --- Total 10.9% 1.8% ---- --- We are pleased to bring you Franklin Pennsylvania Tax-Free Income Fund's annual report for the fiscal year ended February 28, 2010. (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 221. Annual Report | 93 DIVIDEND DISTRIBUTIONS* Franklin Pennsylvania Tax-Free Income Fund DIVIDEND PER SHARE ------------------------------------------------- ADVISOR MONTH CLASS A CLASS B CLASS C CLASS** - ----- ---------- ---------- ---------- ---------- March 2009 3.68 cents 3.26 cents 3.25 cents -- April 2009 3.68 cents 3.26 cents 3.25 cents -- May 2009 3.68 cents 3.26 cents 3.25 cents -- June 2009 3.72 cents 3.26 cents 3.25 cents -- July 2009 3.72 cents 3.26 cents 3.25 cents 0.61 cents August 2009 3.72 cents 3.26 cents 3.25 cents 3.80 cents September 2009 3.72 cents 3.26 cents 3.24 cents 3.80 cents October 2009 3.72 cents 3.26 cents 3.24 cents 3.80 cents November 2009 3.72 cents 3.26 cents 3.24 cents 3.80 cents December 2009 3.72 cents 3.22 cents 3.23 cents 3.80 cents January 2010 3.72 cents 3.22 cents 3.23 cents 3.80 cents February 2010 3.72 cents 3.22 cents 3.23 cents 3.80 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 7/15/09, 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, increased from $9.65 on February 28, 2009, to $10.27 on February 28, 2010. The Fund's Class A shares paid dividends totaling 44.50 cents per share for the same period.(2) The Performance Summary beginning on page 97 shows that at the end of this reporting period the Fund's Class A shares' distribution rate was 4.16% based on an annualization of the current 3.72 cent per share dividend and the maximum offering price of $10.73 on February 28, 2010. An investor in the 2010 maximum combined effective federal and Pennsylvania personal income tax bracket of 37.00% would need to earn a distribution rate of 6.60% 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. (2.) All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. 94 | Annual Report COMMONWEALTH UPDATE In the past 12 months, Pennsylvania's diverse economy struggled with the lingering effects of a severe national recession. However, as the country's gross domestic product returned to growth, Pennsylvania's economic conditions began to improve in the latter half of the review period. Manufacturers, representing a key sector in the commonwealth's economy, reported a notable pickup in January's new orders, which suggested recovery in demand for manufactured goods. Retailers experienced modestly greater sales during the holiday season compared with the year before. Pennsylvania's jobless rate rose from 7.5% in February 2009 to 8.9% in February 2010, but labor market conditions appeared to stabilize toward period-end, as more companies reported hiring increases.(3) Similar to that of most states, Pennsylvania's fiscal management was put to the test with a drastic fall in tax revenues and higher demand for social services. During the state's 2009 fiscal year, corporate and personal income tax receipts came in significantly below estimates, as did sales tax receipts. Consequently, the commonwealth relied heavily on one-time revenue sources (including federal aid and the depletion of its reserves) and spending reductions (such as government job cuts) to complete the fiscal year 2010 budget. The 2010 tax revenue projections were so far more optimistic compared with last year's as economic conditions improved. Pennsylvania's net tax-supported debt as a percentage of personal income was 1.9% and debt per capita was $747 compared with the 2.1% and $739 national medians.(4) Independent credit rating agency Standard & Poor's assigned Pennsylvania's general obligation bonds a rating of AA with a stable outlook.(5) The rating reflected the commonwealth's favorable debt profile and history of solid fiscal management. Concerns were the challenges of rebuilding the commonwealth's budget stabilization fund and the need for more timely actions in bridging revenue shortfalls. (3.) Source: Bureau of Labor Statistics. (4.) Source: Standard & Poor's, "U.S. Public Finance Report Card: 2009 State Debt Review: Significant Challenges Lie Ahead," 12/16/09. (5.) This does not indicate Standard & Poor's rating of the Fund. PORTFOLIO BREAKDOWN Franklin Pennsylvania Tax-Free Income Fund 2/28/10 % OF TOTAL LONG-TERM INVESTMENTS* ----------- General Obligation 20.8% Higher Education 19.6% Prerefunded 15.8% Hospital & Health Care 12.4% Transportation 8.1% Utilities 7.2% Tax-Supported 5.4% Housing 4.6% Other Revenue 3.3% Subject to Government Appropriations 1.9% Corporate-Backed 0.9% * Does not include short-term investments and other net assets. Annual Report | 95 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, 2010, 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. 96 | Annual Report Performance Summary as of 2/28/10 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 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.62 $10.27 $9.65 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.4450 CLASS B (SYMBOL: FBPTX) CHANGE 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.62 $10.30 $9.68 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.3896 CLASS C (SYMBOL: FRPTX) CHANGE 2/28/10 2/28/09 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.63 $10.36 $9.73 DISTRIBUTIONS (3/1/09-2/28/10) Dividend Income $0.3887 ADVISOR CLASS (SYMBOL: N/A) CHANGE 2/28/10 7/15/09 - --------------------------- ------ ------- ------- Net Asset Value (NAV) +$0.35 $10.27 $9.92 DISTRIBUTIONS (7/16/09-2/28/10) Dividend Income $0.2816 Annual Report | 97 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) +11.22% +21.82% +70.28% Average Annual Total Return(2) +6.48% +3.12% +5.01% Avg. Ann. Total Return (3/31/10)(3) +6.36% +3.25% +4.78% Distribution Rate(4) 4.16% Taxable Equivalent Distribution Rate(5) 6.60% 30-Day Standardized Yield(6) 3.48% Taxable Equivalent Yield(5) 5.52% Total Annual Operating Expenses(7) 0.65% CLASS B 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------- Cumulative Total Return(1) +10.58% +18.46% +63.49% Average Annual Total Return(2) +6.58% +3.10% +5.04% Avg. Ann. Total Return (3/31/10)(3) +6.46% +3.22% +4.80% Distribution Rate(4) 3.77% Taxable Equivalent Distribution Rate(5) 5.98% 30-Day Standardized Yield(6) 3.07% Taxable Equivalent Yield(5) 4.87% Total Annual Operating Expenses(7) 1.20% CLASS C 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------- Cumulative Total Return(1) +10.62% +18.44% +61.23% Average Annual Total Return(2) +9.62% +3.44% +4.89% Avg. Ann. Total Return (3/31/10)(3) +9.50% +3.58% +4.66% Distribution Rate(4) 3.74% Taxable Equivalent Distribution Rate(5) 5.94% 30-Day Standardized Yield(6) 3.09% Taxable Equivalent Yield(5) 4.90% Total Annual Operating Expenses(7) 1.20% ADVISOR CLASS(8) 1-YEAR 5-YEAR 10-YEAR - ---------------- ------ ------ ------- Cumulative Total Return(1) +11.29% +21.89% +70.38% Average Annual Total Return(2) +11.29% +4.04% +5.47% Avg. Ann. Total Return (3/31/10)(3) +11.18% +4.16% +5.24% Distribution Rate(4) 4.44% Taxable Equivalent Distribution Rate(5) 7.05% 30-Day Standardized Yield(6) 3.71% Taxable Equivalent Yield(5) 5.89% 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, GO TO franklintempleton.com OR CALL (800) 342-5236. 98 | 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 2/28/10 - ------- ------- 1-Year +6.48% 5-Year +3.12% 10-Year +5.01% CLASS A (3/1/00-2/28/10) (PERFORMANCE GRAPH) FRANKLIN PENNSYLVANIA BARCLAYS CAPITAL TAX-FREE INCOME MUNICIPAL BOND DATE FUND - CLASS A INDEX CPI - ---- --------------------- ---------------- ------- 3/1/2000 $ 9,575 $10,000 $10,000 3/31/2000 $ 9,808 $10,218 $10,082 4/30/2000 $ 9,754 $10,158 $10,088 5/31/2000 $ 9,710 $10,105 $10,100 6/30/2000 $ 9,957 $10,373 $10,153 7/31/2000 $10,094 $10,518 $10,177 8/31/2000 $10,262 $10,680 $10,177 9/30/2000 $10,223 $10,624 $10,230 10/31/2000 $10,312 $10,740 $10,247 11/30/2000 $10,357 $10,821 $10,253 12/31/2000 $10,569 $11,089 $10,247 1/31/2001 $10,656 $11,198 $10,312 2/28/2001 $10,698 $11,234 $10,353 3/31/2001 $10,811 $11,334 $10,377 4/30/2001 $10,689 $11,212 $10,418 5/31/2001 $10,801 $11,332 $10,465 6/30/2001 $10,877 $11,408 $10,483 7/31/2001 $11,057 $11,577 $10,453 8/31/2001 $11,235 $11,768 $10,453 9/30/2001 $11,203 $11,729 $10,501 10/31/2001 $11,328 $11,868 $10,465 11/30/2001 $11,264 $11,768 $10,448 12/31/2001 $11,136 $11,657 $10,406 1/31/2002 $11,327 $11,859 $10,430 2/28/2002 $11,447 $12,002 $10,471 3/31/2002 $11,232 $11,767 $10,530 4/30/2002 $11,414 $11,997 $10,589 5/31/2002 $11,485 $12,070 $10,589 6/30/2002 $11,609 $12,197 $10,595 7/31/2002 $11,749 $12,354 $10,607 8/31/2002 $11,876 $12,503 $10,642 9/30/2002 $12,117 $12,776 $10,660 10/31/2002 $11,938 $12,565 $10,677 11/30/2002 $11,903 $12,512 $10,677 12/31/2002 $12,138 $12,776 $10,654 1/31/2003 $12,128 $12,744 $10,701 2/28/2003 $12,276 $12,922 $10,783 3/31/2003 $12,281 $12,930 $10,848 4/30/2003 $12,388 $13,015 $10,824 5/31/2003 $12,658 $13,320 $10,807 6/30/2003 $12,620 $13,263 $10,819 7/31/2003 $12,169 $12,799 $10,830 8/31/2003 $12,262 $12,895 $10,872 9/30/2003 $12,547 $13,274 $10,907 10/31/2003 $12,500 $13,207 $10,895 11/30/2003 $12,628 $13,345 $10,866 12/31/2003 $12,714 $13,455 $10,854 1/31/2004 $12,797 $13,532 $10,907 2/29/2004 $12,973 $13,736 $10,966 3/31/2004 $12,924 $13,688 $11,037 4/30/2004 $12,639 $13,364 $11,072 5/31/2004 $12,602 $13,315 $11,137 6/30/2004 $12,612 $13,364 $11,172 7/31/2004 $12,783 $13,540 $11,154 8/31/2004 $12,993 $13,811 $11,160 9/30/2004 $13,066 $13,884 $11,184 10/31/2004 $13,189 $14,004 $11,243 11/30/2004 $13,087 $13,888 $11,249 12/31/2004 $13,250 $14,058 $11,207 1/31/2005 $13,411 $14,189 $11,231 2/28/2005 $13,384 $14,142 $11,296 3/31/2005 $13,333 $14,053 $11,384 4/30/2005 $13,520 $14,274 $11,461 5/31/2005 $13,612 $14,375 $11,449 6/30/2005 $13,689 $14,464 $11,455 7/31/2005 $13,635 $14,399 $11,508 8/31/2005 $13,777 $14,544 $11,567 9/30/2005 $13,683 $14,446 $11,708 10/31/2005 $13,614 $14,359 $11,731 11/30/2005 $13,667 $14,428 $11,637 12/31/2005 $13,784 $14,552 $11,590 1/31/2006 $13,805 $14,591 $11,678 2/28/2006 $13,930 $14,689 $11,702 3/31/2006 $13,852 $14,588 $11,767 4/30/2006 $13,850 $14,583 $11,867 5/31/2006 $13,889 $14,648 $11,926 6/30/2006 $13,829 $14,592 $11,949 7/31/2006 $13,975 $14,766 $11,985 8/31/2006 $14,162 $14,985 $12,008 9/30/2006 $14,251 $15,089 $11,949 10/31/2006 $14,344 $15,184 $11,885 11/30/2006 $14,475 $15,311 $11,867 12/31/2006 $14,444 $15,257 $11,885 1/31/2007 $14,414 $15,217 $11,921 2/28/2007 $14,586 $15,418 $11,985 3/31/2007 $14,544 $15,380 $12,094 4/30/2007 $14,596 $15,426 $12,172 5/31/2007 $14,550 $15,357 $12,247 6/30/2007 $14,486 $15,278 $12,270 7/31/2007 $14,580 $15,396 $12,267 8/31/2007 $14,489 $15,330 $12,245 9/30/2007 $14,682 $15,557 $12,279 10/31/2007 $14,750 $15,626 $12,305 11/30/2007 $14,843 $15,726 $12,378 12/31/2007 $14,865 $15,769 $12,370 1/31/2008 $15,002 $15,968 $12,431 2/29/2008 $14,271 $15,237 $12,467 3/31/2008 $14,644 $15,672 $12,575 4/30/2008 $14,884 $15,856 $12,652 5/31/2008 $14,998 $15,952 $12,758 6/30/2008 $14,829 $15,771 $12,887 7/31/2008 $14,838 $15,831 $12,954 8/31/2008 $14,982 $16,017 $12,903 9/30/2008 $14,024 $15,265 $12,885 10/31/2008 $13,842 $15,110 $12,755 11/30/2008 $13,790 $15,158 $12,510 12/31/2008 $13,907 $15,379 $12,381 1/31/2009 $14,337 $15,942 $12,435 2/28/2009 $14,661 $16,025 $12,497 3/31/2009 $14,706 $16,028 $12,527 4/30/2009 $15,080 $16,349 $12,558 5/31/2009 $15,275 $16,522 $12,595 6/30/2009 $15,178 $16,367 $12,703 7/31/2009 $15,344 $16,641 $12,683 8/31/2009 $15,633 $16,925 $12,711 9/30/2009 $16,233 $17,532 $12,719 10/31/2009 $15,951 $17,164 $12,731 11/30/2009 $15,992 $17,306 $12,740 12/31/2009 $16,113 $17,365 $12,718 1/31/2010 $16,173 $17,455 $12,761 2/28/2010 $16,311 $17,624 $12,764 AVERAGE ANNUAL TOTAL RETURN CLASS B 2/28/10 - ------- ------- 1-Year +6.58% 5-Year +3.10% 10-Year +5.04% CLASS B (3/1/00-2/28/10) (PERFORMANCE GRAPH) FRANKLIN PENNSYLVANIA BARCLAYS CAPITAL TAX-FREE INCOME MUNICIPAL BOND DATE FUND - CLASS B INDEX CPI - ---- --------------------- ---------------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,239 $10,218 $10,082 4/30/2000 $10,188 $10,158 $10,088 5/31/2000 $10,126 $10,105 $10,100 6/30/2000 $10,380 $10,373 $10,153 7/31/2000 $10,528 $10,518 $10,177 8/31/2000 $10,699 $10,680 $10,177 9/30/2000 $10,654 $10,624 $10,230 10/31/2000 $10,740 $10,740 $10,247 11/30/2000 $10,782 $10,821 $10,253 12/31/2000 $10,997 $11,089 $10,247 1/31/2001 $11,083 $11,198 $10,312 2/28/2001 $11,123 $11,234 $10,353 3/31/2001 $11,235 $11,334 $10,377 4/30/2001 $11,102 $11,212 $10,418 5/31/2001 $11,213 $11,332 $10,465 6/30/2001 $11,299 $11,408 $10,483 7/31/2001 $11,480 $11,577 $10,453 8/31/2001 $11,658 $11,768 $10,453 9/30/2001 $11,621 $11,729 $10,501 10/31/2001 $11,744 $11,868 $10,465 11/30/2001 $11,673 $11,768 $10,448 12/31/2001 $11,535 $11,657 $10,406 1/31/2002 $11,726 $11,859 $10,430 2/28/2002 $11,846 $12,002 $10,471 3/31/2002 $11,617 $11,767 $10,530 4/30/2002 $11,799 $11,997 $10,589 5/31/2002 $11,867 $12,070 $10,589 6/30/2002 $11,990 $12,197 $10,595 7/31/2002 $12,129 $12,354 $10,607 8/31/2002 $12,254 $12,503 $10,642 9/30/2002 $12,498 $12,776 $10,660 10/31/2002 $12,319 $12,565 $10,677 11/30/2002 $12,278 $12,512 $10,677 12/31/2002 $12,514 $12,776 $10,654 1/31/2003 $12,486 $12,744 $10,701 2/28/2003 $12,645 $12,922 $10,783 3/31/2003 $12,644 $12,930 $10,848 4/30/2003 $12,736 $13,015 $10,824 5/31/2003 $13,019 $13,320 $10,807 6/30/2003 $12,975 $13,263 $10,819 7/31/2003 $12,507 $12,799 $10,830 8/31/2003 $12,596 $12,895 $10,872 9/30/2003 $12,882 $13,274 $10,907 10/31/2003 $12,827 $13,207 $10,895 11/30/2003 $12,952 $13,345 $10,866 12/31/2003 $13,034 $13,455 $10,854 1/31/2004 $13,114 $13,532 $10,907 2/29/2004 $13,289 $13,736 $10,966 3/31/2004 $13,245 $13,688 $11,037 4/30/2004 $12,935 $13,364 $11,072 5/31/2004 $12,891 $13,315 $11,137 6/30/2004 $12,894 $13,364 $11,172 7/31/2004 $13,076 $13,540 $11,154 8/31/2004 $13,272 $13,811 $11,160 9/30/2004 $13,340 $13,884 $11,184 10/31/2004 $13,459 $14,004 $11,243 11/30/2004 $13,349 $13,888 $11,249 12/31/2004 $13,509 $14,058 $11,207 1/31/2005 $13,667 $14,189 $11,231 2/28/2005 $13,633 $14,142 $11,296 3/31/2005 $13,574 $14,053 $11,384 4/30/2005 $13,759 $14,274 $11,461 5/31/2005 $13,858 $14,375 $11,449 6/30/2005 $13,930 $14,464 $11,455 7/31/2005 $13,869 $14,399 $11,508 8/31/2005 $13,994 $14,544 $11,567 9/30/2005 $13,906 $14,446 $11,708 10/31/2005 $13,830 $14,359 $11,731 11/30/2005 $13,863 $14,428 $11,637 12/31/2005 $13,975 $14,552 $11,590 1/31/2006 $13,990 $14,591 $11,678 2/28/2006 $14,111 $14,689 $11,702 3/31/2006 $14,026 $14,588 $11,767 4/30/2006 $14,016 $14,583 $11,867 5/31/2006 $14,050 $14,648 $11,926 6/30/2006 $13,983 $14,592 $11,949 7/31/2006 $14,138 $14,766 $11,985 8/31/2006 $14,320 $14,985 $12,008 9/30/2006 $14,403 $15,089 $11,949 10/31/2006 $14,490 $15,184 $11,885 11/30/2006 $14,615 $15,311 $11,867 12/31/2006 $14,577 $15,257 $11,885 1/31/2007 $14,540 $15,217 $11,921 2/28/2007 $14,706 $15,418 $11,985 3/31/2007 $14,658 $15,380 $12,094 4/30/2007 $14,688 $15,426 $12,172 5/31/2007 $14,636 $15,357 $12,247 6/30/2007 $14,566 $15,278 $12,270 7/31/2007 $14,667 $15,396 $12,267 8/31/2007 $14,555 $15,330 $12,245 9/30/2007 $14,756 $15,557 $12,279 10/31/2007 $14,817 $15,626 $12,305 11/30/2007 $14,903 $15,726 $12,378 12/31/2007 $14,904 $15,769 $12,370 1/31/2008 $15,035 $15,968 $12,431 2/29/2008 $14,313 $15,237 $12,467 3/31/2008 $14,688 $15,672 $12,575 4/30/2008 $14,929 $15,856 $12,652 5/31/2008 $15,041 $15,952 $12,758 6/30/2008 $14,873 $15,771 $12,887 7/31/2008 $14,882 $15,831 $12,954 8/31/2008 $15,023 $16,017 $12,903 9/30/2008 $14,066 $15,265 $12,885 10/31/2008 $13,882 $15,110 $12,755 11/30/2008 $13,826 $15,158 $12,510 12/31/2008 $13,947 $15,379 $12,381 1/31/2009 $14,377 $15,942 $12,435 2/28/2009 $14,702 $16,025 $12,497 3/31/2009 $14,750 $16,028 $12,527 4/30/2009 $15,125 $16,349 $12,558 5/31/2009 $15,318 $16,522 $12,595 6/30/2009 $15,224 $16,367 $12,703 7/31/2009 $15,390 $16,641 $12,683 8/31/2009 $15,681 $16,925 $12,711 9/30/2009 $16,283 $17,532 $12,719 10/31/2009 $15,998 $17,164 $12,731 11/30/2009 $16,041 $17,306 $12,740 12/31/2009 $16,162 $17,365 $12,718 1/31/2010 $16,219 $17,455 $12,761 2/28/2010 $16,349 $17,624 $12,764 Annual Report | 99 Performance Summary (CONTINUED) AVERAGE ANNUAL TOTAL RETURN CLASS C 2/28/10 - ------- ------- 1-Year +9.62% 5-Year +3.44% 10-Year +4.89% CLASS C (3/1/00-2/28/10) (PERFORMANCE GRAPH) FRANKLIN PENNSYLVANIA BARCLAYS CAPITAL TAX-FREE INCOME MUNICIPAL BOND DATE FUND - CLASS C INDEX CPI - ---- --------------------- ---------------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,238 $10,218 $10,082 4/30/2000 $10,177 $10,158 $10,088 5/31/2000 $10,126 $10,105 $10,100 6/30/2000 $10,378 $10,373 $10,153 7/31/2000 $10,515 $10,518 $10,177 8/31/2000 $10,685 $10,680 $10,177 9/30/2000 $10,640 $10,624 $10,230 10/31/2000 $10,726 $10,740 $10,247 11/30/2000 $10,768 $10,821 $10,253 12/31/2000 $10,982 $11,089 $10,247 1/31/2001 $11,067 $11,198 $10,312 2/28/2001 $11,117 $11,234 $10,353 3/31/2001 $11,218 $11,334 $10,377 4/30/2001 $11,086 $11,212 $10,418 5/31/2001 $11,207 $11,332 $10,465 6/30/2001 $11,282 $11,408 $10,483 7/31/2001 $11,462 $11,577 $10,453 8/31/2001 $11,639 $11,768 $10,453 9/30/2001 $11,602 $11,729 $10,501 10/31/2001 $11,725 $11,868 $10,465 11/30/2001 $11,653 $11,768 $10,448 12/31/2001 $11,517 $11,657 $10,406 1/31/2002 $11,707 $11,859 $10,430 2/28/2002 $11,826 $12,002 $10,471 3/31/2002 $11,598 $11,767 $10,530 4/30/2002 $11,780 $11,997 $10,589 5/31/2002 $11,847 $12,070 $10,589 6/30/2002 $11,970 $12,197 $10,595 7/31/2002 $12,108 $12,354 $10,607 8/31/2002 $12,232 $12,503 $10,642 9/30/2002 $12,474 $12,776 $10,660 10/31/2002 $12,297 $12,565 $10,677 11/30/2002 $12,256 $12,512 $10,677 12/31/2002 $12,489 $12,776 $10,654 1/31/2003 $12,474 $12,744 $10,701 2/28/2003 $12,619 $12,922 $10,783 3/31/2003 $12,620 $12,930 $10,848 4/30/2003 $12,711 $13,015 $10,824 5/31/2003 $12,993 $13,320 $10,807 6/30/2003 $12,949 $13,263 $10,819 7/31/2003 $12,482 $12,799 $10,830 8/31/2003 $12,558 $12,895 $10,872 9/30/2003 $12,842 $13,274 $10,907 10/31/2003 $12,799 $13,207 $10,895 11/30/2003 $12,923 $13,345 $10,866 12/31/2003 $13,005 $13,455 $10,854 1/31/2004 $13,084 $13,532 $10,907 2/29/2004 $13,258 $13,736 $10,966 3/31/2004 $13,201 $13,688 $11,037 4/30/2004 $12,906 $13,364 $11,072 5/31/2004 $12,863 $13,315 $11,137 6/30/2004 $12,866 $13,364 $11,172 7/31/2004 $13,034 $13,540 $11,154 8/31/2004 $13,241 $13,811 $11,160 9/30/2004 $13,309 $13,884 $11,184 10/31/2004 $13,427 $14,004 $11,243 11/30/2004 $13,318 $13,888 $11,249 12/31/2004 $13,476 $14,058 $11,207 1/31/2005 $13,633 $14,189 $11,231 2/28/2005 $13,612 $14,142 $11,296 3/31/2005 $13,541 $14,053 $11,384 4/30/2005 $13,724 $14,274 $11,461 5/31/2005 $13,823 $14,375 $11,449 6/30/2005 $13,895 $14,464 $11,455 7/31/2005 $13,834 $14,399 $11,508 8/31/2005 $13,972 $14,544 $11,567 9/30/2005 $13,871 $14,446 $11,708 10/31/2005 $13,795 $14,359 $11,731 11/30/2005 $13,842 $14,428 $11,637 12/31/2005 $13,953 $14,552 $11,590 1/31/2006 $13,968 $14,591 $11,678 2/28/2006 $14,074 $14,689 $11,702 3/31/2006 $13,989 $14,588 $11,767 4/30/2006 $13,993 $14,583 $11,867 5/31/2006 $14,012 $14,648 $11,926 6/30/2006 $13,959 $14,592 $11,949 7/31/2006 $14,099 $14,766 $11,985 8/31/2006 $14,279 $14,985 $12,008 9/30/2006 $14,362 $15,089 $11,949 10/31/2006 $14,449 $15,184 $11,885 11/30/2006 $14,573 $15,311 $11,867 12/31/2006 $14,549 $15,257 $11,885 1/31/2007 $14,512 $15,217 $11,921 2/28/2007 $14,664 $15,418 $11,985 3/31/2007 $14,629 $15,380 $12,094 4/30/2007 $14,659 $15,426 $12,172 5/31/2007 $14,607 $15,357 $12,247 6/30/2007 $14,537 $15,278 $12,270 7/31/2007 $14,638 $15,396 $12,267 8/31/2007 $14,526 $15,330 $12,245 9/30/2007 $14,726 $15,557 $12,279 10/31/2007 $14,773 $15,626 $12,305 11/30/2007 $14,859 $15,726 $12,378 12/31/2007 $14,874 $15,769 $12,370 1/31/2008 $15,003 $15,968 $12,431 2/29/2008 $14,271 $15,237 $12,467 3/31/2008 $14,634 $15,672 $12,575 4/30/2008 $14,865 $15,856 $12,652 5/31/2008 $14,985 $15,952 $12,758 6/30/2008 $14,796 $15,771 $12,887 7/31/2008 $14,813 $15,831 $12,954 8/31/2008 $14,933 $16,017 $12,903 9/30/2008 $13,980 $15,265 $12,885 10/31/2008 $13,793 $15,110 $12,755 11/30/2008 $13,735 $15,158 $12,510 12/31/2008 $13,844 $15,379 $12,381 1/31/2009 $14,262 $15,942 $12,435 2/28/2009 $14,576 $16,025 $12,497 3/31/2009 $14,614 $16,028 $12,527 4/30/2009 $14,991 $16,349 $12,558 5/31/2009 $15,176 $16,522 $12,595 6/30/2009 $15,074 $16,367 $12,703 7/31/2009 $15,230 $16,641 $12,683 8/31/2009 $15,492 $16,925 $12,711 9/30/2009 $16,090 $17,532 $12,719 10/31/2009 $15,820 $17,164 $12,731 11/30/2009 $15,854 $17,306 $12,740 12/31/2009 $15,949 $17,365 $12,718 1/31/2010 $16,000 $17,455 $12,761 2/28/2010 $16,123 $17,624 $12,764 AVERAGE ANNUAL TOTAL RETURN ADVISOR CLASS(8) 2/28/10 - ---------------- ------- 1-Year +11.29% 5-Year +4.04% 10-Year +5.47% ADVISOR CLASS (3/1/00-2/28/10)(8) (PERFORMANCE GRAPH) FRANKLIN PENNSYLVANIA BARCLAYS CAPITAL TAX-FREE INCOME MUNICIPAL BOND DATE FUND - ADVISOR CLASS INDEX CPI - ---- --------------------- ---------------- ------- 3/1/2000 $10,000 $10,000 $10,000 3/31/2000 $10,244 $10,218 $10,082 4/30/2000 $10,187 $10,158 $10,088 5/31/2000 $10,141 $10,105 $10,100 6/30/2000 $10,399 $10,373 $10,153 7/31/2000 $10,542 $10,518 $10,177 8/31/2000 $10,718 $10,680 $10,177 9/30/2000 $10,677 $10,624 $10,230 10/31/2000 $10,770 $10,740 $10,247 11/30/2000 $10,816 $10,821 $10,253 12/31/2000 $11,038 $11,089 $10,247 1/31/2001 $11,129 $11,198 $10,312 2/28/2001 $11,173 $11,234 $10,353 3/31/2001 $11,291 $11,334 $10,377 4/30/2001 $11,164 $11,212 $10,418 5/31/2001 $11,280 $11,332 $10,465 6/30/2001 $11,360 $11,408 $10,483 7/31/2001 $11,548 $11,577 $10,453 8/31/2001 $11,733 $11,768 $10,453 9/30/2001 $11,701 $11,729 $10,501 10/31/2001 $11,831 $11,868 $10,465 11/30/2001 $11,764 $11,768 $10,448 12/31/2001 $11,631 $11,657 $10,406 1/31/2002 $11,829 $11,859 $10,430 2/28/2002 $11,956 $12,002 $10,471 3/31/2002 $11,730 $11,767 $10,530 4/30/2002 $11,921 $11,997 $10,589 5/31/2002 $11,995 $12,070 $10,589 6/30/2002 $12,125 $12,197 $10,595 7/31/2002 $12,271 $12,354 $10,607 8/31/2002 $12,403 $12,503 $10,642 9/30/2002 $12,655 $12,776 $10,660 10/31/2002 $12,468 $12,565 $10,677 11/30/2002 $12,432 $12,512 $10,677 12/31/2002 $12,676 $12,776 $10,654 1/31/2003 $12,666 $12,744 $10,701 2/28/2003 $12,820 $12,922 $10,783 3/31/2003 $12,826 $12,930 $10,848 4/30/2003 $12,938 $13,015 $10,824 5/31/2003 $13,219 $13,320 $10,807 6/30/2003 $13,181 $13,263 $10,819 7/31/2003 $12,709 $12,799 $10,830 8/31/2003 $12,806 $12,895 $10,872 9/30/2003 $13,104 $13,274 $10,907 10/31/2003 $13,055 $13,207 $10,895 11/30/2003 $13,188 $13,345 $10,866 12/31/2003 $13,278 $13,455 $10,854 1/31/2004 $13,365 $13,532 $10,907 2/29/2004 $13,549 $13,736 $10,966 3/31/2004 $13,497 $13,688 $11,037 4/30/2004 $13,200 $13,364 $11,072 5/31/2004 $13,161 $13,315 $11,137 6/30/2004 $13,171 $13,364 $11,172 7/31/2004 $13,350 $13,540 $11,154 8/31/2004 $13,570 $13,811 $11,160 9/30/2004 $13,646 $13,884 $11,184 10/31/2004 $13,774 $14,004 $11,243 11/30/2004 $13,668 $13,888 $11,249 12/31/2004 $13,838 $14,058 $11,207 1/31/2005 $14,006 $14,189 $11,231 2/28/2005 $13,978 $14,142 $11,296 3/31/2005 $13,924 $14,053 $11,384 4/30/2005 $14,120 $14,274 $11,461 5/31/2005 $14,216 $14,375 $11,449 6/30/2005 $14,296 $14,464 $11,455 7/31/2005 $14,240 $14,399 $11,508 8/31/2005 $14,389 $14,544 $11,567 9/30/2005 $14,291 $14,446 $11,708 10/31/2005 $14,219 $14,359 $11,731 11/30/2005 $14,274 $14,428 $11,637 12/31/2005 $14,396 $14,552 $11,590 1/31/2006 $14,417 $14,591 $11,678 2/28/2006 $14,548 $14,689 $11,702 3/31/2006 $14,467 $14,588 $11,767 4/30/2006 $14,464 $14,583 $11,867 5/31/2006 $14,506 $14,648 $11,926 6/30/2006 $14,443 $14,592 $11,949 7/31/2006 $14,596 $14,766 $11,985 8/31/2006 $14,791 $14,985 $12,008 9/30/2006 $14,884 $15,089 $11,949 10/31/2006 $14,981 $15,184 $11,885 11/30/2006 $15,117 $15,311 $11,867 12/31/2006 $15,085 $15,257 $11,885 1/31/2007 $15,054 $15,217 $11,921 2/28/2007 $15,233 $15,418 $11,985 3/31/2007 $15,190 $15,380 $12,094 4/30/2007 $15,243 $15,426 $12,172 5/31/2007 $15,196 $15,357 $12,247 6/30/2007 $15,129 $15,278 $12,270 7/31/2007 $15,227 $15,396 $12,267 8/31/2007 $15,132 $15,330 $12,245 9/30/2007 $15,334 $15,557 $12,279 10/31/2007 $15,405 $15,626 $12,305 11/30/2007 $15,502 $15,726 $12,378 12/31/2007 $15,525 $15,769 $12,370 1/31/2008 $15,668 $15,968 $12,431 2/29/2008 $14,905 $15,237 $12,467 3/31/2008 $15,295 $15,672 $12,575 4/30/2008 $15,545 $15,856 $12,652 5/31/2008 $15,663 $15,952 $12,758 6/30/2008 $15,487 $15,771 $12,887 7/31/2008 $15,497 $15,831 $12,954 8/31/2008 $15,647 $16,017 $12,903 9/30/2008 $14,647 $15,265 $12,885 10/31/2008 $14,457 $15,110 $12,755 11/30/2008 $14,402 $15,158 $12,510 12/31/2008 $14,524 $15,379 $12,381 1/31/2009 $14,973 $15,942 $12,435 2/28/2009 $15,311 $16,025 $12,497 3/31/2009 $15,359 $16,028 $12,527 4/30/2009 $15,749 $16,349 $12,558 5/31/2009 $15,953 $16,522 $12,595 6/30/2009 $15,852 $16,367 $12,703 7/31/2009 $16,025 $16,641 $12,683 8/31/2009 $16,329 $16,925 $12,711 9/30/2009 $16,956 $17,532 $12,719 10/31/2009 $16,680 $17,164 $12,731 11/30/2009 $16,724 $17,306 $12,740 12/31/2009 $16,835 $17,365 $12,718 1/31/2010 $16,899 $17,455 $12,761 2/28/2010 $17,038 $17,624 $12,764 100 | 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 2/28/10. (5.) Taxable equivalent distribution rate and yield assume the published rates as of 12/24/09 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.) The 30-day standardized yield for the month ended 2/28/10 reflects an estimated yield to maturity (assuming all portfolio securities are held to maturity). It should be regarded as an estimate of the Fund's rate of investment income, and it may not equal the Fund's actual income distribution rate (which reflects the Fund's past dividends paid to shareholders) or the income reported in the Fund's financial statements. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. In periods of market volatility, assets may decline significantly, causing total annual Fund operating expenses to become higher than the figures shown. (8.) Effective 7/15/09, 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 7/15/09, 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 7/14/09, actual Advisor Class performance is used reflecting all charges and fees applicable to that class. Since 7/15/09 (commencement of sales), the cumulative total return of Advisor Class shares was +6.42%. (9.) Source: (C) 2010 Morningstar. The BC Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. To be included in the index, bonds must be fixed rate, have at least one year to final maturity and be rated investment grade (Baa3/BBB- or higher) by at least two of the following agencies: Moody's, Standard & Poor's or Fitch. 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 | 101 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. 102 | 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 9/1/09 VALUE 2/28/10 PERIOD* 9/1/09-2/28/10 ----------------- -------------- ---------------------- CLASS A Actual $1,000 $1,043.00 $3.29 Hypothetical (5% return before expenses) $1,000 $1,021.57 $3.26 CLASS B Actual $1,000 $1,040.00 $6.02 Hypothetical (5% return before expenses) $1,000 $1,018.89 $5.96 CLASS C Actual $1,000 $1,040.70 $6.07 Hypothetical (5% return before expenses) $1,000 $1,018.84 $6.01 ADVISOR CLASS Actual $1,000 $1,043.40 $2.79 Hypothetical (5% return before expenses) $1,000 $1,022.07 $2.76 * Expenses are calculated using the most recent six-month expense ratio, annualized for each class (A: 0.65%; B: 1.19%; C: 1.20%; and Advisor: 0.55%), multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. Annual Report | 103 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN ARIZONA TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ------------------------------------------------------- CLASS A 2010 2009 2008(a) 2007 2006 - ------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ................. $ 10.18 $ 10.30 $ 11.16 $ 11.09 $ 11.21 -------- -------- -------- -------- -------- Income from investment operations(b): Net investment income(c) ........................ 0.48 0.47 0.47 0.48 0.48 Net realized and unrealized gains (losses) ...... 0.60 (0.12) (0.86) 0.06 (0.12) -------- -------- -------- -------- -------- Total from investment operations ................... 1.08 0.35 (0.39) 0.54 0.36 -------- -------- -------- -------- -------- Less distributions from net investment income ...... (0.48) (0.47) (0.47) (0.47) (0.48) -------- -------- -------- -------- -------- Redemption fees(d) ................................. -- --(e) --(e) --(e) --(e) -------- -------- -------- -------- -------- Net asset value, end of year ....................... $ 10.78 $ 10.18 $ 10.30 $ 11.16 $ 11.09 ======== ======== ======== ======== ======== Total return(f) .................................... 10.84% 3.42% (3.62)% 5.05% 3.25% RATIOS TO AVERAGE NET ASSETS Expenses ........................................... 0.63% 0.62% 0.63% 0.63% 0.63% Net investment income .............................. 4.55% 4.61% 4.29% 4.32% 4.34% SUPPLEMENTAL DATA Net assets, end of year (000's) .................... $982,080 $920,248 $914,411 $928,840 $885,864 Portfolio turnover rate ............................ 8.37% 21.01% 16.53% 6.56% 33.22% (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 FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN ARIZONA TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ------------------------------------------------ CLASS B 2010 2009 2008(a) 2007 2006 - ------- ------ ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ................. $10.24 $ 10.36 $ 11.22 $ 11.15 $ 11.27 ------ ------- ------- ------- ------- Income from investment operations(b): Net investment income(c) ........................ 0.43 0.42 0.41 0.42 0.43 Net realized and unrealized gains (losses) ...... 0.61 (0.13) (0.86) 0.06 (0.13) ------ ------- ------- ------- ------- Total from investment operations ................... 1.04 0.29 (0.45) 0.48 0.30 ------ ------- ------- ------- ------- Less distributions from net investment income ...... (0.43) (0.41) (0.41) (0.41) (0.42) ------ ------- ------- ------- ------- Redemption fees(d) ................................. -- --(e) --(e) --(e) --(e) ------ ------- ------- ------- ------- Net asset value, end of year ....................... $10.85 $ 10.24 $ 10.36 $ 11.22 $ 11.15 ====== ======= ======= ======= ======= Total return(f) .................................... 10.28% 2.84% (4.12)% 4.45% 2.68% RATIOS TO AVERAGE NET ASSETS Expenses ........................................... 1.17% 1.17% 1.18% 1.17% 1.18% Net investment income .............................. 4.01% 4.06% 3.74% 3.78% 3.79% SUPPLEMENTAL DATA Net assets, end of year (000's) .................... $8,833 $14,276 $17,854 $21,061 $22,315 Portfolio turnover rate ............................ 8.37% 21.01% 16.53% 6.56% 33.22% (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 | 105 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN ARIZONA TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, --------------------------------------------------- CLASS C 2010 2009 2008(a) 2007 2006 - ------- -------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ................. $ 10.29 $ 10.41 $ 11.27 $ 11.20 $ 11.32 -------- ------- ------- ------- ------- Income from investment operations(b): Net investment income(c) ........................ 0.43 0.42 0.41 0.42 0.43 Net realized and unrealized gains (losses) ...... 0.62 (0.13) (0.86) 0.06 (0.13) -------- ------- ------- ------- ------- Total from investment operations ................... 1.05 0.29 (0.45) 0.48 0.30 -------- ------- ------- ------- ------- Less distributions from net investment income ...... (0.43) (0.41) (0.41) (0.41) (0.42) -------- ------- ------- ------- ------- Redemption fees(d) ................................. -- --(e) --(e) --(e) --(e) -------- ------- ------- ------- ------- Net asset value, end of year ....................... $ 10.91 $ 10.29 $ 10.41 $ 11.27 $ 11.20 ======== ======= ======= ======= ======= Total return(f) .................................... 10.32% 2.82% (4.11)% 4.42% 2.66% RATIOS TO AVERAGE NET ASSETS Expenses ........................................... 1.18% 1.17% 1.18% 1.18% 1.18% Net investment income .............................. 4.00% 4.06% 3.74% 3.77% 3.79% SUPPLEMENTAL DATA Net assets, end of year (000's) .................... $109,679 $78,805 $64,441 $58,386 $51,071 Portfolio turnover rate ............................ 8.37% 21.01% 16.53% 6.56% 33.22% (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. 106 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN ARIZONA TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, --------------- ADVISOR CLASS 2010 2009(a) - ------------- ------ ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ................. $10.18 $10.64 ------ ------ Income from investment operations(b): Net investment income(c) ........................ 0.50 0.33 Net realized and unrealized gains (losses) ...... 0.62 (0.47) ------ ------ Total from investment operations ................... 1.12 (0.14) ------ ------ Less distributions from net investment income ...... (0.50) (0.32) ------ ------ Redemption fees(d) ................................. -- --(e) ------ ------ Net asset value, end of year ....................... $10.80 $10.18 ====== ====== Total return(f) .................................... 11.15% (1.28)% RATIOS TO AVERAGE NET ASSETS(g) Expenses ........................................... 0.53% 0.52% Net investment income .............................. 4.65% 4.71% SUPPLEMENTAL DATA Net assets, end of year (000's) .................... $4,530 $ 5 Portfolio turnover rate ............................ 8.37% 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) Effective September 1, 2008, the redemption fee was eliminated. (e) Amount rounds to less than $0.01 per share. (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 | 107 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 FRANKLIN ARIZONA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------- ---------------- -------------- MUNICIPAL BONDS 99.0% ARIZONA 85.6% Arizona Health Facilities Authority Healthcare Education Facilities Revenue, Kirksville College, 5.125%, 1/01/30 ............................................... $ 2,250,000 $ 2,204,573 Arizona Health Facilities Authority Hospital System Revenue, John C. Lincoln Health Network, Pre-Refunded, 5.75%, 12/01/32 ..................... 3,280,000 3,730,672 Phoenix Baptist Hospital, NATL Insured, ETM, 6.25%, 9/01/11 ....................... 495,000 511,657 Arizona Health Facilities Authority Revenue, Banner Health, Refunding, Series D, BHAC Insured, 5.50%, 1/01/38 .................. 15,000,000 15,747,300 Banner Health, Series A, 5.00%, 1/01/35 ........................................... 10,000,000 9,790,400 Banner Health, Series D, 5.50%, 1/01/38 ........................................... 17,500,000 17,844,750 Catholic Healthcare West, Series A, 6.625%, 7/01/20 ............................... 6,390,000 6,588,090 Arizona School Facilities Board COP, 5.50%, 9/01/23 .................................. 10,000,000 10,861,200 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 2,118,480 Arizona State Board of Regents University System Revenue, Series C, 6.00%, 7/01/26 ........................................................................... 2,500,000 2,893,200 7/01/27 ........................................................................... 3,000,000 3,448,710 7/01/28 ........................................................................... 3,350,000 3,828,012 Arizona State COP, Department Administration, Series A, FSA Insured, 5.25%, 10/01/26 ................................................................... 8,500,000 8,937,240 5.00%, 10/01/29 ................................................................... 5,855,000 5,939,371 Arizona State Municipal Financing Program COP, Refunding, Series 14, AMBAC Insured, 5.00%, 8/01/33 .................................................................... 1,000,000 1,012,860 Arizona State University COP, Arizona State University Project, NATL Insured, Pre-Refunded, 5.10%, 7/01/24 ...... 1,875,000 2,061,000 Arizona State University Project, NATL Insured, Pre-Refunded, 5.10%, 7/01/25 ...... 2,640,000 2,901,888 Downtown Campus/Mercado Project, Series A, NATL Insured, 5.80%, 7/01/24 ........... 1,350,000 1,352,646 Research Infrastructure Projects, AMBAC Insured, 5.00%, 9/01/30 ................... 17,250,000 17,374,027 Arizona State University Revenues, NATL Insured, 5.00%, 7/01/23 ...................................................... 2,890,000 2,990,543 NATL Insured, 5.00%, 7/01/25 ...................................................... 2,250,000 2,318,108 System, Refunding, AMBAC Insured, 5.00%, 7/01/27 .................................. 1,895,000 1,901,026 Arizona Student Loan Acquisition Authority Student Loan Revenue, junior sub., Refunding, Series B-1, 6.15%, 5/01/29 ............................................. 1,000,000 1,023,210 Arizona Tourism and Sports Authority Tax Revenue, Multipurpose Stadium Facility, Series A, NATL Insured, 5.00%, 7/01/28 ............................................ 7,000,000 7,027,160 Downtown Phoenix Hotel Corp. Revenue, Senior Series A, FGIC Insured, 5.00%, 7/01/40 ..................................... 26,485,000 20,587,850 sub. bond, Series B, NATL Insured, 5.00%, 7/01/36 ................................. 18,995,000 17,730,313 sub. bond, Series B, NATL Insured, 5.00%, 7/01/40 ................................. 12,845,000 11,772,442 Gila County Revenue Obligations, Assured Guaranty, 5.00%, 7/01/29 .................... 2,690,000 2,772,744 Gilbert Public Facilities Municipal Property Corp. Revenue, 5.50%, 7/01/28 ........... 10,000,000 10,857,400 Gilbert Water Resource Municipal Property Corp. Water System Development Fee Water Revenue, sub. lien, NATL Insured, 5.00%, 10/01/29 ................................. 25,000,000 25,745,750 Glendale IDA Hospital Revenue, John C. Lincoln Health, Refunding, 5.00%, 12/01/32 ................................................................... 4,025,000 3,616,020 5.00%, 12/01/42 ................................................................... 12,870,000 11,198,058 Series B, 5.00%, 12/01/37 ......................................................... 3,000,000 2,651,850 108 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN ARIZONA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) ARIZONA (CONTINUED) Glendale IDAR, Midwestern University, Refunding, 5.00%, 5/15/31 ...................... $ 7,080,000 $ 6,750,214 Glendale Municipal Property Corp. Excise Tax Revenue, Series A, AMBAC Insured, 5.00%, 7/01/33 ........................................................................... 1,000,000 1,018,640 Glendale Water and Sewer Revenue, sub. lien, AMBAC Insured, 5.00%, 7/01/23 ........... 2,000,000 2,106,880 Glendale Western Loop 101 Public Facilities Corp. Excise Tax Revenue, third lien, Series A, 6.25%, 7/01/38 .......................................................... 10,000,000 10,561,500 Goodyear Community Facilities Utilities District No. 1 GO, AMBAC Insured, 5.00%, 7/15/32 ........................................................................... 8,945,000 9,059,943 Greater Arizona Development Authority Infrastructure Revenue, Series A, NATL Insured, 5.00%, 8/01/26 ............................................ 4,425,000 4,566,467 Series B, NATL Insured, 5.00%, 8/01/35 ............................................ 9,090,000 9,102,362 Marana Municipal Property Corp. Municipal Facilities Revenue, Refunding, NATL Insured, 5.25%, 7/01/22 ........................................... 1,100,000 1,106,919 Series A, 5.00%, 7/01/28 .......................................................... 3,000,000 3,119,940 Maricopa County Hospital Revenue, Sun Health Corp., Pre-Refunded, 5.00%, 4/01/35 ..... 12,090,000 14,033,347 Maricopa County IDA, MFHR, Senior National Health Facilities II, Project A, FSA Insured, ETM, 5.50%, 1/01/18 . 2,000,000 2,303,520 Western Groves Apartments, Series A-1, AMBAC Insured, 5.30%, 12/01/22 ............. 1,650,000 1,608,107 Maricopa County IDA Health Facility Revenue, Catholic Healthcare West, Refunding, Series A, 5.375%, 7/01/23 .................... 7,000,000 7,407,120 Catholic Healthcare West, Refunding, Series A, 5.50%, 7/01/26 ..................... 13,950,000 14,293,728 Catholic Healthcare West, Refunding, Series A, 6.00%, 7/01/39 ..................... 4,860,000 5,118,358 Catholic Healthcare West Project, Refunding, Series A, 5.00%, 7/01/16 ............. 2,705,000 2,714,170 Catholic Healthcare West Project, Refunding, Series A, ACA Insured, 5.00%, 7/01/16 1,370,000 1,374,644 Catholic Healthcare West Project, Refunding, Series A, ACA Insured, 5.00%, 7/01/21 9,600,000 9,609,312 Mayo Clinic, 5.00%, 11/15/36 ...................................................... 25,750,000 26,007,757 Maricopa County IDA Hospital Facility Revenue, Mayo Clinic Hospital, 5.25%, 11/15/37 ............................................. 16,000,000 16,022,240 Mayo Clinic Hospital, AMBAC Insured, 5.25%, 11/15/37 .............................. 3,000,000 3,003,540 Samaritan Health Services, Series A, NATL Insured, ETM, 7.00%, 12/01/16 ........... 1,890,000 2,333,791 Maricopa County IDA Senior Living Healthcare Revenue, Immanuel Care, Refunding, Series A, GNMA Secured, 5.00%, 8/20/35 ............................................ 1,725,000 1,741,784 Maricopa County PCC, PCR, El Paso Electric Co. Project, Series A, 7.25%, 2/01/40 ............................ 10,000,000 11,347,300 Public Service Co. Palo Verde Project, Series A, AMBAC Insured, 5.05%, 5/01/29 .... 11,500,000 10,825,985 Various, Public Service Co., Palo Verde, Refunding, Series A, 6.25%, 1/01/38 ...... 5,000,000 5,162,300 Maricopa County USD No. 89 Dysart GO, School Improvement, Project 06, Series B, FSA Insured, 5.00%, 7/01/27 ....................................................... 5,015,000 5,320,714 McAllister Academic Village LLC Revenue, Arizona State University Hassayampa, Refunding, 5.25%, 7/01/33 .................................................................... 5,000,000 5,087,350 5.00%, 7/01/38 .................................................................... 5,000,000 4,903,100 Assured Guaranty, 5.25%, 7/01/33 .................................................. 2,525,000 2,574,288 Assured Guaranty, 5.00%, 7/01/38 .................................................. 3,825,000 3,827,333 Mesa Utility System Revenue, NATL Insured, Pre-Refunded, 5.00%, 7/01/26 .............. 10,000,000 11,602,300 Navajo County Pollution Control Corp. Revenue, Mandatory Put 6/01/16, Series E, 5.75%, 6/01/34 ........................................................................... 6,000,000 6,261,180 Navajo County School District GO, School Improvement, Project 2008, Assured Guaranty, 5.50%, 7/01/28 .................................................................... 1,045,000 1,115,611 Annual Report | 109 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN ARIZONA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) ARIZONA (CONTINUED) Nogales Municipal Development Authority Inc. GO, NATL Insured, 5.00%, 6/01/36 ........ $ 6,075,000 $ 5,607,711 Northern Arizona University COP, Northern Arizona University Research Projects, AMBAC Insured, 5.00%, 9/01/27 ........................................................................... 2,355,000 2,408,294 9/01/30 ........................................................................... 6,360,000 6,362,480 Northern Arizona University System Revenues, 5.00%, 6/01/38 .......................... 5,000,000 5,043,350 Peoria Water and Sewer Revenue, FGIC Insured, 5.00%, 7/01/19 ......................... 1,300,000 1,306,539 Phoenix Civic Improvement Corp. Airport Revenue, senior lien, Series A, 5.00%, 7/01/38 .......................................................... 10,000,000 10,012,800 Series B, FGIC Insured, 5.25%, 7/01/22 ............................................ 3,000,000 3,048,330 Series B, FGIC Insured, 5.25%, 7/01/23 ............................................ 5,000,000 5,077,250 Series B, FGIC Insured, 5.25%, 7/01/27 ............................................ 15,250,000 15,388,317 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 3,640,643 7/01/28 ........................................................................... 2,000,000 1,829,780 7/01/29 ........................................................................... 2,000,000 1,812,260 7/01/36 ........................................................................... 5,000,000 4,312,100 7/01/37 ........................................................................... 7,000,000 6,020,280 Phoenix Civic Improvement Corp. Excise Tax Revenue, Subordinated, Civic Plaza Expansion Project, Series A, FGIC Insured, 5.00%, 7/01/41 ...................................................... 5,000,000 5,032,150 NATL Insured, 5.00%, 7/01/35 ...................................................... 5,550,000 5,596,065 Phoenix Civic Improvement Corp. Wastewater System Revenue, junior lien, FGIC Insured, Pre-Refunded, 6.00%, 7/01/24 ........................... 24,715,000 25,430,499 junior lien, NATL Insured, 5.00%, 7/01/28 ......................................... 2,000,000 2,073,020 junior lien, NATL Insured, 5.00%, 7/01/29 ......................................... 3,405,000 3,517,025 junior lien, Refunding, FGIC Insured, 5.00%, 7/01/20 .............................. 9,710,000 9,950,322 junior lien, Refunding, FGIC Insured, 5.125%, 7/01/21 ............................. 10,000,000 10,257,000 junior lien, Refunding, FGIC Insured, 5.00%, 7/01/24 .............................. 7,050,000 7,192,128 junior lien, Refunding, FSA Insured, 5.00%, 7/01/37 ............................... 13,515,000 13,872,607 senior lien, Refunding, 5.50%, 7/01/24 ............................................ 2,500,000 2,814,125 Phoenix Civic Improvement Corp. Water System Revenue, junior lien, Refunding, FGIC Insured, 5.00%, 7/01/26 .................................................................... 3,250,000 3,333,753 Phoenix GO, Various Purpose, Series B, 5.00%, 7/01/27 ................................ 8,360,000 8,798,398 Phoenix HFC Mortgage Revenue, Section 8 Assisted Projects, Refunding, Series A, NATL Insured, 6.90%, 1/01/23 ...................................................... 1,020,000 1,025,590 Phoenix IDA Government Office Lease Revenue, Capitol Mall LLC Project, Refunding, AMBAC Insured, 5.00%, 9/15/26 ................ 3,445,000 3,481,483 Capitol Mall LLC Project, Refunding, AMBAC Insured, 5.00%, 9/15/27 ................ 4,615,000 4,643,751 Capitol Mall LLC II Project, AMBAC Insured, 5.00%, 9/15/21 ........................ 4,300,000 4,372,197 Capitol Mall LLC II Project, AMBAC Insured, 5.00%, 9/15/28 ........................ 4,000,000 4,029,120 Phoenix IDA Student Housing Revenue, Downtown Phoenix Student Housing LLC, Series A, AMBAC Insured, 5.00%, 7/01/37 ........................................... 18,400,000 14,235,344 Series C, AMBAC Insured, 5.00%, 7/01/37 ........................................... 10,000,000 7,255,600 Pima County IDA Lease Revenue, Metro Police Facility, Nevada Project, Series A, 5.375%, 7/01/39 .................. 2,000,000 2,019,560 Metro Police Facility, Nevada Project, Series A, 5.50%, 7/01/39 ................... 7,500,000 7,641,825 110 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN ARIZONA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) ARIZONA (CONTINUED) Pima County IDA Lease Revenue, (continued) Pima County Arizona, 5.125%, 9/01/27 .............................................. $ 8,655,000 $ 8,997,132 Pima County Arizona, 5.00%, 9/01/39 ............................................... 15,000,000 14,682,900 Pinal County Electric District No. 4 Electric System Revenue, 6.00%, 12/01/23 .......................................................................... 525,000 551,528 12/01/28 .......................................................................... 740,000 755,044 12/01/38 .......................................................................... 1,150,000 1,155,302 Rio Nuevo Multipurpose Facilities District Excise Tax Revenue, sub. lien, Assured Guaranty, 6.50%, 7/15/24 .................................................................... 4,220,000 4,898,534 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 6,398,220 Series A, 5.00%, 1/01/37 .......................................................... 16,000,000 16,471,200 Series A, 5.00%, 1/01/38 .......................................................... 25,000,000 25,932,500 Series A, 5.00%, 1/01/39 .......................................................... 25,000,000 26,011,750 Salt Verde Financial Corp. Senior Gas Revenue, 5.00%, 12/01/32 .......................................................................... 10,000,000 8,788,800 12/01/37 .......................................................................... 10,000,000 8,559,500 San Luis Civic Improvement Corp. Municipal Facilities Excise Tax Revenue, XLCA Insured, 5.00%, 7/01/38 .................................................................... 8,650,000 8,482,363 Scottsdale GO, Refunding, 5.00%, 7/01/22 ............................................. 3,000,000 3,146,880 Scottsdale IDA Hospital Revenue, Scottsdale Healthcare, Pre-Refunded, 5.70%, 12/01/21 ..................................................... 2,000,000 2,188,760 Pre-Refunded, 5.80%, 12/01/31 ..................................................... 14,865,000 16,293,675 Refunding, Series A, 5.25%, 9/01/30 ............................................... 5,000,000 4,835,550 Scottsdale Municipal Property Corp. Excise Tax Revenue, Pre-Refunded, 5.00%, 7/01/24.. 5,000,000 5,801,150 Show Low IDA Hospital Revenue, Navapache Regional Medical Center, Radian Insured, 5.00%, 12/01/25 .......................................................................... 1,420,000 1,352,919 12/01/30 .......................................................................... 5,160,000 4,770,575 12/01/35 .......................................................................... 2,000,000 1,812,000 Southern Arizona Capital Facilities Finance Corp. Student Housing Revenue, University of Arizona Project, NATL Insured, Pre-Refunded, 5.10%, 9/01/33 .................... 3,000,000 3,330,570 Tempe Arizona IDA Lease Revenue, State University Foundation, AMBAC Insured, 5.00%, 7/01/28 ........................................................................... 4,275,000 4,291,587 7/01/34 ........................................................................... 11,510,000 11,070,548 Tolleson IDA, MFR, Copper Cove Project, Series A, GNMA Secured, 5.40%, 11/20/22 ................................................................... 1,090,000 1,116,683 5.45%, 11/20/32 ................................................................... 1,285,000 1,299,816 Tucson Airport Authority Inc. Revenue, sub. lien, AMBAC Insured, 5.35%, 6/01/31 ...... 10,000,000 9,476,800 Tucson IDA Lease Revenue, University of Arizona/Marshall Foundation, Series A, AMBAC Insured, 5.00%, 7/15/32 ..................................................... 1,000,000 974,970 Tucson Water Revenue, System, Refunding, 5.00%, 7/01/28 ........................................................................... 1,230,000 1,317,982 7/01/29 ........................................................................... 1,765,000 1,878,560 University Medical Center Corp. Hospital Revenue, 5.00%, 7/01/35 .................................................................... 7,000,000 6,468,420 6.50%, 7/01/39 .................................................................... 4,750,000 5,085,350 Annual Report | 111 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN ARIZONA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) ARIZONA (CONTINUED) University of Arizona COP, University of Arizona Projects, Series B, AMBAC Insured, 5.00%, 6/01/26 .................................................................... $ 7,070,000 $ 7,276,161 5.00%, 6/01/28 .................................................................... 7,000,000 7,142,170 5.00%, 6/01/31 .................................................................... 5,565,000 5,610,967 Pre-Refunded, 5.125%, 6/01/22 ..................................................... 2,250,000 2,461,253 Yavapai County IDA Hospital Facility Revenue, Yavapai Regional Medical Center, Series A, 6.00%, 8/01/33 .......................................................... 2,000,000 2,015,160 Series B, 5.625%, 8/01/33 ......................................................... 2,315,000 2,277,891 Series B, 5.625%, 8/01/37 ......................................................... 12,435,000 12,154,093 Yuma IDA Hospital Revenue, Yuma Regional Medical Center, FSA Insured, Pre-Refunded, 5.50%, 8/01/21 .................................................................... 2,015,000 2,173,500 Yuma Municipal Property Corp. Revenue, Municipal Facilities, AMBAC Insured, 5.00%, 7/01/25 ........................................................................... 3,100,000 3,111,904 -------------- 945,192,657 -------------- U.S. TERRITORIES 13.4% PUERTO RICO 13.4% Children's Trust Fund Puerto Rico Tobacco Settlement Revenue, Asset-Backed Bonds, Refunding, 5.50%, 5/15/39 ......................................................... 5,000,000 4,426,050 Puerto Rico Commonwealth GO, Public Improvement, Series A, 5.375%, 7/01/28 ..................................... 3,355,000 3,358,758 Series A, 5.25%, 7/01/37 .......................................................... 10,000,000 9,458,900 Puerto Rico Commonwealth Highway and Transportation Authority Transportation Revenue, Series B, Pre-Refunded, 6.00%, 7/01/39 ............................................ 9,250,000 9,517,140 Series D, Pre-Refunded, 5.375%, 7/01/36 ........................................... 5,000,000 5,515,450 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 ................ 965,000 972,672 Hospital Auxilio Mutuo Obligation Group Project, Series A, NATL Insured, 6.25%, 7/01/24 ........................................................................ 2,790,000 2,790,446 Puerto Rico PBA Guaranteed Revenue, Government Facilities, Refunding, Series D, 5.375%, 7/01/33 .............................................. 8,190,000 8,066,249 Series D, Pre-Refunded, 5.375%, 7/01/33 ........................................... 21,810,000 24,004,958 Series I, 5.00%, 7/01/36 .......................................................... 7,000,000 6,353,200 Series I, Pre-Refunded, 5.375%, 7/01/34 ........................................... 40,000,000 46,397,600 Puerto Rico Public Finance Corp. Revenue, Commonwealth Appropriation, Series E, Pre-Refunded, 5.50%, 8/01/29 ...................................................... 15,000,000 16,298,400 Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, first sub., Series A, 5.50%, 8/01/37 ........................................................................... 11,000,000 11,175,780 -------------- TOTAL U.S. TERRITORIES ............................................................... 148,335,603 -------------- TOTAL MUNICIPAL BONDS BEFORE SHORT TERM INVESTMENTS (COST $1,081,460,895) ............................................................. 1,093,528,260 -------------- 112 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN ARIZONA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------- ---------------- -------------- SHORT TERM INVESTMENTS (COST $1,600,000) 0.1% MUNICIPAL BONDS 0.1% U.S. TERRITORIES 0.1% PUERTO RICO 0.1% (a) Puerto Rico Commonwealth GO, Public Improvement, Refunding, Series B, Daily VRDN and Put, 0.12%, 7/01/32 ............................................................... $ 1,600,000 $ 1,600,000 -------------- TOTAL INVESTMENTS (COST $1,083,060,895) 99.1% ........................................ 1,095,128,260 OTHER ASSETS, LESS LIABILITIES 0.9% .................................................. 9,993,260 -------------- NET ASSETS 100.0% .................................................................... $1,105,121,520 ============== See Abbreviations on page 263. (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 | 113 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN COLORADO TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ------------------------------------------------------- CLASS A 2010 2009 2008(a) 2007 2006 - ------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............... $ 10.79 $ 11.14 $ 12.10 $ 12.03 $ 12.04 -------- -------- -------- -------- -------- Income from investment operations(b): Net investment income(c) ...................... 0.51 0.51 0.51 0.51 0.53 Net realized and unrealized gains (losses) .... 0.87 (0.35) (0.97) 0.08 (0.01) -------- -------- -------- -------- -------- Total from investment operations ................. 1.38 0.16 (0.46) 0.59 0.52 -------- -------- -------- -------- -------- Less distributions from net investment income .... (0.52) (0.51) (0.50) (0.52) (0.53) -------- -------- -------- -------- -------- Redemption fees(d) ............................... -- --(e) --(e) --(e) --(e) -------- -------- -------- -------- -------- Net asset value, end of year ..................... $ 11.65 $ 10.79 $ 11.14 $ 12.10 $ 12.03 ======== ======== ======== ======== ======== Total return(f) .................................. 12.97% 1.43% (3.94)% 5.04% 4.41% RATIOS TO AVERAGE NET ASSETS Expenses ......................................... 0.66% 0.66% 0.67% 0.68% 0.69% Net investment income ............................ 4.49% 4.62% 4.27% 4.31% 4.40% SUPPLEMENTAL DATA Net assets, end of year (000's) .................. $565,222 $465,136 $444,475 $426,482 $382,608 Portfolio turnover rate .......................... 9.78% 11.01% 22.57% 15.20% 23.19% (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 COLORADO TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, --------------------------------------------------- CLASS C 2010 2009 2008(a) 2007 2006 - ------- -------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............... $ 10.88 $ 11.22 $ 12.19 $ 12.12 $ 12.13 -------- ------- ------- ------- ------- Income from investment operations(b): Net investment income(c) ...................... 0.45 0.46 0.44 0.45 0.47 Net realized and unrealized gains (losses) .... 0.88 (0.35) (0.97) 0.07 (0.01) -------- ------- ------- ------- ------- Total from investment operations ................. 1.33 0.11 (0.53) 0.52 0.46 -------- ------- ------- ------- ------- Less distributions from net investment income .... (0.45) (0.45) (0.44) (0.45) (0.47) -------- ------- ------- ------- ------- Redemption fees(d) ............................... -- --(e) --(e) --(e) --(e) -------- ------- ------- ------- ------- Net asset value, end of year ..................... $ 11.76 $ 10.88 $ 11.22 $ 12.19 $ 12.12 ======== ======= ======= ======= ======= Total return(f) .................................. 12.43% 0.94% (4.52)% 4.43% 3.81% RATIOS TO AVERAGE NET ASSETS Expenses ......................................... 1.21% 1.21% 1.22% 1.23% 1.24% Net investment income ............................ 3.94% 4.07% 3.72% 3.76% 3.85% SUPPLEMENTAL DATA Net assets, end of year (000's) .................. $118,648 $69,302 $56,146 $50,938 $43,676 Portfolio turnover rate .......................... 9.78% 11.01% 22.57% 15.20% 23.19% (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 FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN COLORADO TAX-FREE INCOME FUND PERIOD ENDED FEBRUARY 28, ADVISOR CLASS 2010(a) - ------------- ------------ PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ............. $ 11.22 ------- Income from investment operations(b): Net investment income(c) ...................... 0.33 Net realized and unrealized gains (losses) .... 0.43 ------- Total from investment operations ................. 0.76 ------- Less distributions from net investment income .... (0.33) ------- Net asset value, end of period ................... $ 11.65 ======= Total return(d) .................................. 6.79% RATIOS TO AVERAGE NET ASSETS(e) Expenses ......................................... 0.56% Net investment income ............................ 4.59% SUPPLEMENTAL DATA Net assets, end of period (000's) ................ $11,066 Portfolio turnover rate .......................... 9.78% (a) For the period July 15, 2009 (effective date) to February 28, 2010. (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. 116 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 FRANKLIN COLORADO TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE -------------------------------------- ---------------- -------------- MUNICIPAL BONDS 97.2% COLORADO 90.1% Adams County Revenue, Platte Valley Medical Center, Refunding, NATL Insured, 5.00%, 2/01/31 ........................................................................... $ 10,000,000 $ 9,758,800 Adams State College Auxiliary Facilities Revenue, Improvement, Series A, 5.50%, 5/15/34 ........................................................................... 2,000,000 2,139,840 5/15/39 ........................................................................... 2,150,000 2,288,674 Arapahoe County Water and Wastewater GO, Refunding, Series A, NATL Insured, 5.125%, 12/01/32 .......................................................................... 15,000,000 15,027,300 Arkansas River Power Authority Power Revenue, Improvement, XLCA Insured, 5.25%, 10/01/32 ................................................................... 1,000,000 935,980 5.25%, 10/01/40 ................................................................... 8,200,000 7,395,498 5.00%, 10/01/43 ................................................................... 10,000,000 8,613,000 Aurora COP, AMBAC Insured, Pre-Refunded, 5.50%, 12/01/30 ...................................... 4,935,000 5,129,439 Refunding, Series A, 5.00%, 12/01/29 .............................................. 6,655,000 6,762,345 Refunding, Series A, 5.00%, 12/01/30 .............................................. 5,680,000 5,753,954 Aurora Water Improvement Revenue, first lien, Series A, AMBAC Insured, 5.00%, 8/01/36 ........................................................................... 5,880,000 5,985,664 8/01/39 ........................................................................... 14,000,000 14,225,260 Boulder County Development Revenue, University Corp. of Atmospheric Research, NATL Insured, 5.00%, 9/01/33 .................................................................... 1,500,000 1,501,380 Boulder Larimer and Weld Counties Vrain Valley School District RE-1J GO, 5.00%, 12/15/33 .......................................................................... 5,200,000 5,424,952 Boulder Valley School District No. RE-2 Boulder GO, 5.00%, 12/01/34 .................. 10,775,000 11,454,579 Bowles Metropolitan District GO, Refunding, FSA Insured, 5.00%, 12/01/33 ............. 2,500,000 2,543,325 Brighton Water Activity Enterprise Revenue, Water System Project, Series A, Assured Guaranty, 5.25%, 12/01/34 ......................................................... 5,380,000 5,690,749 Broadlands Metropolitan District No. 2 GO, Refunding, NATL Insured, 5.25%, 12/01/34 .. 8,655,000 9,034,089 Broomfield COP, Master Facilities Lease Purchase, AMBAC Insured, 5.625%, 12/01/22 ................. 1,535,000 1,543,182 Refunding, AMBAC Insured, 6.00%, 12/01/29 ......................................... 2,000,000 2,002,580 Broomfield Sales and Use Tax Revenue, Refunding and Improvement, Series A, AMBAC Insured, 5.00%, 12/01/27 ................................................................... 10,000,000 10,147,700 Broomfield Sewer Activity Enterprise Sewer and Wastewater Revenue, AMBAC Insured, 5.00%, 12/01/31 ................................................................... 7,500,000 7,568,325 Colorado Department of Transportation COP, NATL Insured, 5.00%, 6/15/34 .............. 6,915,000 7,018,241 Colorado Educational and Cultural Facilities Authority Revenue, James Irwin Charter School, Refunding and Improvement, CIFG Insured, 5.00%, 8/01/37 6,060,000 5,900,986 Student Housing, Campus Village Apartments, Refunding, 5.50%, 6/01/38 ............. 9,000,000 9,077,850 Student Housing, University of Colorado Foundation Project, AMBAC Insured, Pre-Refunded, 5.00%, 7/01/27 ................................................................. 6,545,000 7,123,643 Student Housing, University of Colorado Foundation Project, AMBAC Insured, Pre-Refunded, 5.00%, 7/01/32 ................................................................. 10,005,000 10,889,542 Colorado Health Facilities Authority Revenue, Catholic Health Initiatives, Refunding, Series A, 5.00%, 7/01/39 .................. 5,000,000 5,052,900 Catholic Health Initiatives, Series D, 6.125%, 10/01/28 ........................... 2,500,000 2,756,425 Catholic Health Initiatives, Series D, 6.25%, 10/01/33 ............................ 2,000,000 2,197,440 Evangelical Lutheran Good Samaritan Society Project, Refunding, Series A, 6.125%, 6/01/38 ........................................................................ 4,500,000 4,516,965 Evangelical Lutheran Project, 5.25%, 6/01/31 ...................................... 4,000,000 3,664,440 Evangelical Lutheran Project, Series A, 5.25%, 6/01/34 ............................ 3,500,000 3,174,815 Annual Report | 117 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (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%, 12/01/25 ................................................................ $ 3,050,000 $ 2,805,969 Hospital, Longmont United Hospital Project, Refunding, Series B, Radian Insured, 5.00%, 12/01/26 ................................................................ 3,205,000 2,932,351 Hospital, Longmont United Hospital Project, Refunding, Series B, Radian Insured, 5.00%, 12/01/27 ................................................................ 3,365,000 3,058,415 Hospital, Longmont United Hospital Project, Refunding, Series B, Radian Insured, 5.00%, 12/01/30 ................................................................ 3,000,000 2,617,470 Hospital, NCMC Inc. Project, Series A, FSA Insured, 5.50%, 5/15/30 ................ 7,900,000 8,318,779 Hospital, Refunding, Series C, FSA Insured, 5.25%, 3/01/40 ........................ 5,000,000 5,000,000 Portercare Adventist Health, Pre-Refunded, 6.625%, 11/15/26 ....................... 2,500,000 2,774,100 Portercare Adventist Health, Pre-Refunded, 6.50%, 11/15/31 ........................ 5,500,000 6,091,415 Poudre Valley Health Care Inc. and Medical Center of the Rockies, Refunding, Series A, FSA Insured, 5.20%, 3/01/31 .................................................... 10,000,000 10,104,800 Valley View Hospital Assn., Refunding, 5.75%, 5/15/36 ............................. 2,000,000 1,936,740 Yampa Valley Medical Center Project, Refunding, 5.125%, 9/15/29 ................... 4,000,000 3,617,440 Colorado HFAR, MF, Project II, Series A-2, 5.30%, 10/01/23 ....................................... 1,645,000 1,664,444 MF, Project II, Series A-2, 5.375%, 10/01/32 ...................................... 3,605,000 3,628,360 MFH Insured Mortgage, Series A-2, FHA Insured, 6.00%, 10/01/28 .................... 235,000 235,139 MFH Insured Mortgage, Series C-3, 6.05%, 10/01/32 ................................. 475,000 475,342 Colorado School of Mines Enterprises Revenue, Refunding and Improvement, Series A, 5.25%, 12/01/37 ................................................................... 2,000,000 2,092,580 Colorado Springs Hospital Revenue, 6.375%, 12/15/30 .................................................................. 3,785,000 3,862,025 FSA Insured, 5.00%, 12/15/32 ...................................................... 3,800,000 3,823,864 Pre-Refunded, 6.375%, 12/15/30 .................................................... 3,715,000 3,919,362 Refunding, 6.25%, 12/15/33 ........................................................ 5,000,000 5,311,400 Colorado Springs Public Facilities Authority COP, U.S. Olympic Committee Project, Assured Guaranty, 5.00%, 11/01/39 ................................................. 11,305,000 11,486,219 Colorado Springs Utilities Revenue, Refunding, Series A, 5.00%, 11/15/27 .............................................. 1,000,000 1,098,250 sub. lien, System Improvement, Series B, 5.00%, 11/15/33 .......................... 3,000,000 3,103,110 Colorado State Board of Governors University Enterprise System Revenue, Series A, 5.00%, 3/01/34 .................................................................... 2,250,000 2,345,985 5.00%, 3/01/39 .................................................................... 10,550,000 10,912,920 NATL Insured, 5.00%, 3/01/37 ...................................................... 13,000,000 13,378,430 Colorado State COP, University of Colorado Denver Health Sciences Center Fitzsimons Academic Facility Project, Series B, NATL Insured, 5.00%, 11/01/30 ................ 5,000,000 5,061,100 Colorado State Health Facilities Authority Revenue, Parkview Medical Center Inc. Project, Series A, 5.00%, 9/01/37 ................................................. 8,000,000 7,231,920 Colorado State Higher Education Capital Construction Lease Purchase Financing Program COP, 5.50%, 11/01/27 .............................................................. 5,245,000 5,687,888 Pre-Refunded, 5.50%, 11/01/27 ..................................................... 2,030,000 2,483,847 118 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN COLORADO TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE -------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) COLORADO (CONTINUED) Colorado Water Resources and Power Development Authority Clean Water Revenue, Series A, 6.15%, 9/01/11 .................................................................... $ 75,000 $ 75,007 6.30%, 9/01/14 .................................................................... 25,000 25,002 Colorado Water Resources and Power Development Authority Small Water Resource Revenue, Series A, FGIC Insured, Pre-Refunded, 5.80%, 11/01/20 ............................. 1,200,000 1,243,140 Colorado Water Resources and Power Development Authority Water Resources Revenue, Arapahoe County Water Improvement, Series E, NATL Insured, 5.00%, 12/01/35 ........ 10,000,000 9,899,200 East Cherry Creek Valley Water Sanitary District, NATL Insured, 5.00%, 11/15/30 ... 1,590,000 1,609,541 Parker Water and Sanitary District, NATL Insured, 5.00%, 9/01/30 .................. 5,000,000 4,943,150 Commerce City COP, AMBAC Insured, 5.00%, 12/15/37 .................................... 13,975,000 13,788,014 Denver City and County Airport Revenue, Refunding, Series A, AMBAC Insured, 5.625%, 11/15/23 .............................. 4,500,000 4,557,780 Series B, Pre-Refunded, 5.50%, 11/15/33 ........................................... 5,000,000 5,805,300 Series D, 7.75%, 11/15/13 ......................................................... 615,000 681,285 Denver City and County COP, Series B, AMBAC Insured, Pre-Refunded, 5.50%, 12/01/25 ... 7,000,000 7,345,730 Denver City and County School District No. 1 GO, Series A, 5.00%, 12/01/29 ........... 4,500,000 4,837,410 Denver Convention Center Hotel Authority Revenue, Refunding, senior bond, XLCA Insured, 5.00%, 12/01/30 ................................................................... 14,500,000 12,665,605 Denver Health and Hospital Authority Healthcare Revenue, Refunding, Series A, 5.25%, 12/01/31 .............................................. 9,250,000 8,339,985 Series A, Pre-Refunded, 6.00%, 12/01/23 ........................................... 1,000,000 1,090,620 Series A, Pre-Refunded, 6.00%, 12/01/31 ........................................... 5,400,000 5,889,348 Series A, Pre-Refunded, 6.25%, 12/01/33 ........................................... 3,250,000 3,957,102 Dove Valley Metropolitan District Arapahoe County GO, Refunding, FSA Insured, 5.00%, 11/01/35 .......................................................................... 4,375,000 4,511,675 E-470 Public Highway Authority Revenue, Capital Appreciation, Series A, NATL Insured, zero cpn., 9/01/33 .................. 3,000,000 595,800 Capital Appreciation, Series B, NATL Insured, zero cpn., 9/01/32 .................. 7,800,000 1,670,214 Capital Appreciation, Series B, NATL Insured, zero cpn., 9/01/34 .................. 14,075,000 2,597,119 Senior Series A, NATL Insured, Pre-Refunded, 5.75%, 9/01/29 ....................... 4,575,000 4,783,803 Senior Series A, NATL Insured, Pre-Refunded, 5.75%, 9/01/35 ....................... 10,825,000 11,319,053 El Paso County Mortgage Revenue, Stetson Meadows, Series A, GNMA Secured, 5.25%, 12/20/32 .......................................................................... 1,890,000 1,895,198 El Paso County School District No. 38 GO, Pre-Refunded, 6.00%, 12/01/24 .............. 1,500,000 1,564,095 Erie Wastewater Enterprise Revenue, Series A, Assured Guaranty, 5.00%, 12/01/33 .......................................................................... 2,860,000 2,939,765 12/01/37 .......................................................................... 5,120,000 5,210,573 Erie Water Enterprise Revenue, Series A, FSA Insured, 5.00%, 12/01/32 ................ 10,000,000 10,349,700 Fort Lewis College Board Trustees Enterprise Revenue, Series B-1, FGIC Insured, 5.00%, 10/01/37 .......................................................................... 12,830,000 12,753,405 Gunnison Watershed School District No. RE-1J GO, 5.25%, 12/01/33 ..................... 1,240,000 1,335,319 La Junta Hospital Revenue, Ark Valley Regional Medical Center Project, 5.75%, 4/01/14 .................................................................... 2,090,000 2,090,773 6.00%, 4/01/19 .................................................................... 1,000,000 999,910 6.10%, 4/01/24 .................................................................... 1,000,000 977,800 Annual Report | 119 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN COLORADO TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE -------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) COLORADO (CONTINUED) Mesa State College Auxiliary Facilities Enterprise Revenue, Pre-Refunded, 6.00%, 5/15/38 ...................................................... $ 7,000,000 $ 8,767,360 Refunding, Series A, 5.00%, 5/15/33 ............................................... 3,455,000 3,610,233 Mesa State College Enterprise Revenue, BHAC Insured, 5.125%, 5/15/37 ................. 5,765,000 6,030,997 Northwest Parkway Public Highway Authority Revenue, Series A, AMBAC Insured, Pre-Refunded, 5.125%, 6/15/26 ........................................................................... 6,550,000 7,036,141 6/15/31 ........................................................................... 4,465,000 4,796,392 Park Creek Metropolitan District Revenue, Senior Property Tax Support, Refunding and Improvement, Assured Guaranty, 6.375%, 12/01/37 ................................... 7,000,000 7,616,280 Public Authority for Colorado Energy Natural Gas Purchase Revenue, 6.50%, 11/15/38 ... 9,900,000 10,936,431 Pueblo Board Waterworks Water Revenue, Series A, FSA Insured, Pre-Refunded, 6.00%, 11/01/21 .......................................................................... 4,300,000 4,464,690 Regional Transportation District Sales Tax Revenue, Fastracks Project, Refunding, Series A, FSA Insured, 4.50%, 11/01/35 ................................. 3,500,000 3,463,005 Series A, AMBAC Insured, 5.00%, 11/01/31 .......................................... 14,150,000 14,659,541 Thornton Development Authority Tax Increment Revenue, North Washington Street Urban Renewal, NATL Insured, 5.00%, 12/01/29 ............................................ 6,100,000 6,302,276 Thornton Water Enterprise Revenue, NATL Insured, 5.00%, 12/01/29 ..................... 7,010,000 7,303,649 Triview Metropolitan District GO, Refunding, 5.00%, 11/01/34 ......................... 10,855,000 10,878,990 University of Colorado COP, Series A, AMBAC Insured, Pre-Refunded, 5.00%, 6/01/33 .... 3,570,000 4,001,577 University of Colorado Enterprise System Revenue, Series A, 5.375%, 6/01/38 ......................................................... 3,000,000 3,212,910 University of Colorado Regents, NATL Insured, 5.00%, 6/01/32 ...................... 5,000,000 5,202,950 University of Colorado Hospital Authority Revenue, Refunding, 6.00%, 11/15/29 ........................................................ 5,000,000 5,250,700 Series A, 5.00%, 11/15/37 ......................................................... 2,000,000 1,930,100 Series A, 5.25%, 11/15/39 ......................................................... 3,000,000 2,995,260 Series A, Pre-Refunded, 5.60%, 11/15/25 ........................................... 1,900,000 2,049,948 University of Northern Colorado Revenue, Auxiliary Facilities Systems, Refunding and Improvement, AMBAC Insured, 5.00%, 6/01/31 ........................................ 3,000,000 3,011,610 Ute Water Conservancy District Water Revenue, NATL Insured, Pre-Refunded, 5.75%, 6/15/20 ........................................................................... 5,000,000 5,128,350 Western State College Revenues, 5.00%, 5/15/34 ........................................................................... 2,000,000 2,021,900 5/15/39 ........................................................................... 2,000,000 2,018,960 Westminster Building Authority COP, NATL Insured, 5.25%, 12/01/22 .................... 1,555,000 1,613,157 -------------- 626,010,354 -------------- U.S. TERRITORIES 7.1% GUAM 0.3% Guam Government Limited Obligation Revenue, Section 30, Series A, 5.375%, 12/01/24 ... 2,000,000 2,069,620 -------------- PUERTO RICO 6.8% Puerto Rico Commonwealth Infrastructure Financing Authority Special Tax Revenue, Series B, 5.00%, 7/01/41 ................................................................. 5,000,000 4,477,800 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 1,339,446 120 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN COLORADO TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE -------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) U.S. TERRITORIES (CONTINUED) PUERTO RICO (CONTINUED) Puerto Rico PBA Guaranteed Revenue, Government Facilities, Refunding, Series D, 5.375%, 7/01/33 .............................................. $ 2,120,000 $ 2,087,967 Series I, Pre-Refunded, 5.375%, 7/01/34 ........................................... 5,000,000 5,799,700 Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, first sub., Series A, 5.00%, 8/01/24 .......................................................... 6,500,000 6,661,590 Series A, 5.25%, 8/01/27 .......................................................... 7,950,000 8,145,411 Series A, 5.50%, 8/01/37 .......................................................... 5,000,000 5,079,900 Series A, 5.50%, 8/01/42 .......................................................... 3,000,000 2,995,320 Series B, 6.375%, 8/01/39 ......................................................... 10,000,000 10,772,600 -------------- 47,359,734 -------------- TOTAL U.S. TERRITORIES ............................................................... 49,429,354 -------------- TOTAL MUNICIPAL BONDS BEFORE SHORT TERM INVESTMENTS (COST $662,124,877) .............. 675,439,708 -------------- SHORT TERM INVESTMENTS 1.4% MUNICIPAL BONDS 1.4% COLORADO 1.4% (a) Colorado Educational and Cultural Facilities Authority Revenue, National Jewish Federation Bond Program, Daily VRDN and Put, 0.17%, 2/01/35 ................................................ 1,400,000 1,400,000 Refunding, Series A-8, Daily VRDN and Put, 0.17%, 9/01/35 ......................... 1,155,000 1,155,000 Series A-4, Daily VRDN and Put, 0.17%, 2/01/34 .................................... 1,870,000 1,870,000 Series A-7, Daily VRDN and Put, 0.17%, 7/01/29 .................................... 1,745,000 1,745,000 Series A-10, Daily VRDN and Put, 0.16%, 9/01/37 ................................... 2,200,000 2,200,000 Series A-11, Daily VRDN and Put, 0.17%, 8/01/27 ................................... 1,000,000 1,000,000 (a) Pitkin County IDR, Aspen Skiing Co. Project, Refunding, Series A, Daily VRDN and Put, 0.17%, 4/01/16 ............................................................... 500,000 500,000 -------------- TOTAL SHORT TERM INVESTMENTS (COST $9,870,000) ....................................... 9,870,000 -------------- TOTAL INVESTMENTS (COST $671,994,877) 98.6% .......................................... 685,309,708 OTHER ASSETS, LESS LIABILITIES 1.4% .................................................. 9,627,015 -------------- NET ASSETS 100.0% .................................................................... $ 694,936,723 ============== See Abbreviations on page 263. (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 | 121 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN CONNECTICUT TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ---------------------------------------------------------- CLASS A 2010 2009 2008(a) 2007 2006 - ------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............... $ 10.18 $ 10.39 $ 11.13 $ 11.10 $ 11.11 -------- -------- -------- -------- -------- Income from investment operations(b): Net investment income(c) ...................... 0.46 0.46 0.45 0.46 0.48 Net realized and unrealized gains (losses) .... 0.69 (0.22) (0.73) 0.04 (0.01) -------- -------- -------- -------- -------- Total from investment operations ................. 1.15 0.24 (0.28) 0.50 0.47 -------- -------- -------- -------- -------- Less distributions from net investment income .... (0.45) (0.45) (0.46) (0.47) (0.48) -------- -------- -------- -------- -------- Redemption fees(d) ............................... -- --(e) --(e) --(e) -- -------- -------- -------- -------- -------- Net asset value, end of year ..................... $ 10.88 $ 10.18 $ 10.39 $ 11.13 $ 11.10 ======== ======== ======== ======== ======== Total return(f) .................................. 11.50% 2.31% (2.66)% 4.61% 4.33% RATIOS TO AVERAGE NET ASSETS Expenses ......................................... 0.68% 0.68% 0.69% 0.70% 0.71% Net investment income ............................ 4.29% 4.39% 4.16% 4.21% 4.30% SUPPLEMENTAL DATA Net assets, end of year (000's) .................. $405,070 $338,345 $315,908 $305,258 $274,407 Portfolio turnover rate .......................... 3.67% 9.72% 13.47% 11.18% 7.73% (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. 122 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN CONNECTICUT TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, -------------------------------------------------- CLASS C 2010 2009 2008(a) 2007 2006 - ------- ------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............... $ 10.24 $ 10.44 $ 11.19 $ 11.15 $ 11.16 ------- ------- ------- ------- ------- Income from investment operations(b): Net investment income(c) ...................... 0.40 0.40 0.40 0.41 0.42 Net realized and unrealized gains (losses) .... 0.69 (0.21) (0.75) 0.04 (0.01) ------- ------- ------- ------- ------- Total from investment operations ................. 1.09 0.19 (0.35) 0.45 0.41 ------- ------- ------- ------- ------- Less distributions from net investment income .... (0.39) (0.39) (0.40) (0.41) (0.42) ------- ------- ------- ------- ------- Redemption fees(d) ............................... -- --(e) --(e) --(e) -- ------- ------- ------- ------- ------- Net asset value, end of year ..................... $ 10.94 $ 10.24 $ 10.44 $ 11.19 $ 11.15 ======= ======= ======= ======= ======= Total return(f) .................................. 10.83% 1.83% (3.28)% 4.10% 3.75% RATIOS TO AVERAGE NET ASSETS Expenses ......................................... 1.23% 1.23% 1.24% 1.25% 1.26% Net investment income ............................ 3.74% 3.84% 3.61% 3.66% 3.75% SUPPLEMENTAL DATA Net assets, end of year (000's) .................. $94,058 $70,541 $55,126 $52,623 $45,564 Portfolio turnover rate .......................... 3.67% 9.72% 13.47% 11.18% 7.73% (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 | 123 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN CONNECTICUT TAX-FREE INCOME FUND PERIOD ENDED FEBRUARY 28, ADVISOR CLASS 2010(a) - ------------- ------------ PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ............. $ 10.45 ------- Income from investment operations(b): Net investment income(c) ...................... 0.29 Net realized and unrealized gains (losses) .... 0.41 ------- Total from investment operations ................. 0.70 ------- Less distributions from net investment income .... (0.28) ------- Net asset value, end of period ................... $ 10.87 ======= Total return(d) .................................. 6.78% RATIOS TO AVERAGE NET ASSETS(e) Expenses ......................................... 0.58% Net investment income ............................ 4.39% SUPPLEMENTAL DATA Net assets, end of period (000's) ................ $11,030 Portfolio turnover rate .......................... 3.67% (a) For the period July 15, 2009 (effective date) to February 28, 2010. (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. 124 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 FRANKLIN CONNECTICUT TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ----------------------------------------- ---------------- -------------- MUNICIPAL BONDS 99.1% CONNECTICUT 75.6% Bridgeport GO, Series A, FGIC Insured, Pre-Refunded, 5.875%, 7/15/19 ................. $ 1,000,000 $ 1,030,740 Connecticut State Airport Revenue, Bradley International Airport, Series A, NATL Insured, 5.125%, 10/01/26 ......................................................... 3,000,000 2,948,910 Connecticut State Development Authority First Mortgage Gross Revenue, Health Care Project, Church Homes Inc. Project, Refunding, 5.80%, 4/01/21 ..................... 4,000,000 3,748,080 Connecticut Baptist Homes Inc. Project, Refunding, Radian Insured, 5.625%, 9/01/22 ........................................................................ 2,000,000 1,916,080 The Elim Park Baptist Home Inc. Project, 5.75%, 12/01/23 .......................... 750,000 730,485 The Elim Park Baptist Home Inc. Project, Refunding, Series A, 5.375%, 12/01/18 .... 1,100,000 1,080,739 Connecticut State Development Authority PCR, Connecticut Light and Water, Refunding, Series A, 5.85%, 9/01/28 .................. 5,500,000 5,530,085 United Illuminating Co. Project, Mandatory Put 2/01/12, 5.75%, 6/01/26 ............ 1,000,000 1,067,230 Connecticut State Development Authority Revenue, Life Care Facilities, Seabury Project, Refunding, Radian Insured, 5.00%, 9/01/21 ................................ 2,000,000 1,727,560 Connecticut State Development Authority Solid Waste Disposal Facilities Revenue, PSEG Power LLC Project, Series A, 5.75%, 11/01/37 ...................................... 5,000,000 4,938,150 Connecticut State Development Authority Water Facility Revenue, Bridgeport Hydraulic Co. Project, 6.15%, 4/01/35 ....................................................... 1,000,000 1,001,480 Connecticut State GO, Series A, 5.00%, 4/15/20 .......................................................... 5,155,000 5,884,690 Series A, 5.00%, 2/15/29 .......................................................... 10,000,000 10,839,900 Series B, Pre-Refunded, 5.00%, 6/15/20 ............................................ 10,000,000 10,588,200 Series B, Pre-Refunded, 5.00%, 6/15/22 ............................................ 2,000,000 2,194,920 Series C, FSA Insured, 5.00%, 6/01/26 ............................................. 5,000,000 5,423,000 Connecticut State Health and Educational Facilities Authority Revenue, Brunswick School, Series A, NATL Insured, 5.00%, 7/01/29 .......................... 5,000,000 5,005,000 Canterbury School, Series B, Radian Insured, 5.00%, 7/01/36 ....................... 1,000,000 908,870 Catholic Health East, Series F, NATL Insured, 5.75%, 11/15/29 ..................... 3,250,000 3,267,420 Child Care Facilities Program, Series C, AMBAC Insured, 5.625%, 7/01/29 ........... 1,215,000 1,225,631 Child Care Facilities Program, Series E, AMBAC Insured, 5.00%, 7/01/31 ............ 1,000,000 1,005,820 Child Care Facilities Program, Series G, Assured Guaranty, 6.00%, 7/01/28 ......... 2,250,000 2,559,083 Connecticut College, Series D-1, NATL Insured, Pre-Refunded, 5.75%, 7/01/30 ....... 1,000,000 1,028,130 Danbury Hospital Issue, Refunding, Series G, AMBAC Insured, 5.75%, 7/01/29 ........ 3,500,000 3,500,105 Eastern Connecticut Health Network, Refunding, Series A, Radian Insured, 6.00%, 7/01/25 ........................................................................ 2,965,000 2,972,946 Eastern Connecticut Health Network, Refunding, Series C, Radian Insured, 5.125%, 7/01/30 ........................................................................ 2,500,000 2,191,600 Eastern Connecticut Health Network, Series A, Radian Insured, Pre-Refunded, 6.00%, 7/01/25 ........................................................................ 6,230,000 6,409,299 Fairfield University, Series M, 5.00%, 7/01/26 .................................... 450,000 470,867 Fairfield University, Series M, 5.00%, 7/01/34 .................................... 1,000,000 1,003,990 Fairfield University, Series N, 5.00%, 7/01/29 .................................... 7,000,000 7,220,780 Greenwich Academy, Series B, FSA Insured, Pre-Refunded, 5.00%, 3/01/32 ............ 4,210,000 4,448,286 Hartford University, Series G, Radian Insured, 5.25%, 7/01/26 ..................... 5,000,000 4,924,250 Horace Bushnell Memorial Hall, Series A, NATL Insured, 5.625%, 7/01/29 ............ 1,000,000 1,003,230 Hospital for Special Care, Series C, Radian Insured, 5.25%, 7/01/37 ............... 2,500,000 2,200,825 Loomis Chafee School, Series G, 5.00%, 7/01/30 .................................... 3,000,000 3,071,610 Loomis Chafee School, Series G, 5.00%, 7/01/38 .................................... 6,285,000 6,265,642 Lutheran General Health Care System, ETM, 7.375%, 7/01/19 ......................... 375,000 458,644 Annual Report | 125 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN CONNECTICUT TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ----------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) CONNECTICUT (CONTINUED) Connecticut State Health and Educational Facilities Authority Revenue, (continued) Miss Porter's School Issue, Series B, AMBAC Insured, 5.00%, 7/01/26 ............... $ 1,730,000 $ 1,843,696 Miss Porter's School Issue, Series B, AMBAC Insured, 5.00%, 7/01/36 ............... 4,415,000 4,554,735 New Horizons Village Project, 7.30%, 11/01/16 ..................................... 2,905,000 2,905,058 Norwich Free Academy, Series A, AMBAC Insured, 5.00%, 7/01/34 ..................... 1,675,000 1,704,865 Quinnipiac University, Series H, AMBAC Insured, 5.00%, 7/01/36 .................... 8,000,000 8,033,920 Quinnipiac University, Series J, NATL Insured, 5.00%, 7/01/37 ..................... 15,000,000 15,059,850 Quinnipiac University, Series K-1, NATL Insured, 5.00%, 7/01/31 ................... 4,000,000 4,084,400 Renbrook School, Series A, AMBAC Insured, 5.00%, 7/01/37 .......................... 1,170,000 1,069,216 Sacred Heart University, Refunding, Series E, Radian Insured, 5.00%, 7/01/28 ...... 4,000,000 3,819,360 Sacred Heart University, Series C, 6.50%, 7/01/16 ................................. 180,000 180,927 Sacred Heart University, Series C, 6.625%, 7/01/26 ................................ 785,000 787,559 Salisbury School, Series C, Assured Guaranty, 5.00%, 7/01/38 ...................... 5,000,000 5,207,000 Series B, NATL Insured, 5.00%, 7/01/33 ............................................ 2,000,000 1,925,240 St. Mary's Hospital, Refunding, Series E, 5.50%, 7/01/20 .......................... 4,615,000 4,261,537 The William W. Backus Hospital, Series F, FSA Insured, 5.00%, 7/01/28 ............. 1,500,000 1,551,525 The William W. Backus Hospital, Series F, FSA Insured, 5.125%, 7/01/35 ............ 4,025,000 4,116,448 Trinity College, Refunding, Series J, NATL Insured, 4.50%, 7/01/37 ................ 2,000,000 1,996,760 Trinity College, Series G, AMBAC Insured, Pre-Refunded, 5.00%, 7/01/31 ............ 5,425,000 5,794,008 Trinity College, Series H, NATL Insured, 5.00%, 7/01/26 ........................... 1,855,000 1,921,224 Village Families and Children, Series A, AMBAC Insured, 5.00%, 7/01/32 ............ 1,000,000 835,790 Westminster School, Series E, XLCA Insured, 5.00%, 7/01/37 ........................ 10,660,000 11,009,115 Westover School, Series A, Radian Insured, Pre-Refunded, 5.70%, 7/01/30 ........... 2,000,000 2,055,600 Yale University, Series A-2, 5.00%, 7/01/40 ....................................... 20,000,000 21,142,200 Yale University, Series Y-1, 5.00%, 7/01/35 ....................................... 15,000,000 15,646,650 Yale University, Series Z-1, 5.00%, 7/01/42 ....................................... 10,000,000 10,445,600 Yale University, Series Z-3, 5.05%, 7/01/42 ....................................... 6,000,000 6,322,320 Yale-New Haven Hospital, Series J-1, AMBAC Insured, 5.00%, 7/01/31 ................ 12,500,000 12,573,500 Connecticut State HFA Housing Mortgage Finance Program Revenue, Sub Series C-1, 4.85%, 11/15/34 ................................................................... 3,260,000 3,279,984 4.95%, 11/15/39 ................................................................... 6,365,000 6,406,627 Connecticut State HFAR, Housing Mortgage Finance Program, Refunding, Series E, Sub Series E-2, 5.20%, 11/15/21 ....................................................................... 1,840,000 1,842,631 Housing Mortgage Finance Program, Series B, 6.10%, 11/15/31 ....................... 2,715,000 2,718,502 Housing Mortgage Finance Program, Series E, Sub Series E-4, 5.05%, 5/15/28 ........ 4,650,000 4,688,130 Housing Mortgage Finance Program, Series F, Sub Series F-2, 5.875%, 11/15/33 ...... 5,000,000 5,374,500 Housing Mortgage Finance Program, Series F, Sub Series F-2, 6.00%, 11/15/38 ....... 2,000,000 2,138,080 Special Obligation, Special Needs Housing, Series 1, AMBAC Insured, 5.00%, 6/15/22 1,000,000 1,042,030 Special Obligation, Special Needs Housing, Series 1, AMBAC Insured, 5.00%, 6/15/32 1,000,000 1,002,220 State Supported Special Obligation, Series 10, 5.00%, 6/15/28 ..................... 420,000 452,277 Connecticut State Higher Education Supplemental Loan Authority Revenue, CHESLA Loan Program, Series A, 5.05%, 11/15/27 .................................... 1,000,000 1,026,160 Family Education Loan Program, Series A, AMBAC Insured, 6.00%, 11/15/18 ........... 540,000 552,604 Family Education Loan Program, Series A, NATL Insured, 5.50%, 11/15/17 ............ 395,000 406,265 Connecticut State Housing Finance Authority Housing Mortgage Finance Program Revenue, 5.20%, 11/15/34 ................................................................... 1,770,000 1,826,021 5.30%, 11/15/39 ................................................................... 2,500,000 2,555,500 126 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN CONNECTICUT TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ----------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) CONNECTICUT (CONTINUED) Connecticut State Revenue, Revolving Fund, Series A, 5.00%, 6/01/26 ........................................................................... $ 4,925,000 $ 5,512,159 7/01/26 ........................................................................... 6,025,000 6,558,694 7/01/27 ........................................................................... 4,060,000 4,400,390 Connecticut State Special Tax Obligation Revenue, Transportation Infrastructure, Series A, FSA Insured, Pre-Refunded, 5.375%, 10/01/18 ............................. 1,000,000 1,075,530 Series B, AMBAC Insured, 5.00%, 12/01/20 .......................................... 5,000,000 5,365,150 Series B, AMBAC Insured, 5.00%, 12/01/22 .......................................... 1,000,000 1,067,520 Greater New Haven Water Pollution Control Authority Regional Water Revenue, Refunding, Series A, NATL Insured, 5.00%, 11/15/24 ................................ 3,315,000 3,489,170 Refunding, Series A, NATL Insured, 5.00%, 8/15/35 ................................. 3,250,000 3,251,365 Series A, FSA Insured, 5.00%, 11/15/37 ............................................ 3,000,000 3,052,740 New Haven GO, Series A, Assured Guaranty, 5.00%, 3/01/29 ........................................ 1,000,000 1,052,520 Series C, NATL Insured, ETM, 5.00%, 11/01/22 ...................................... 25,000 28,424 Series C, NATL Insured, Pre-Refunded, 5.00%, 11/01/22 ............................. 2,975,000 3,286,542 South Central Regional Water Authority Water System Revenue, Eighteenth Series B, NATL Insured, 5.25%, 8/01/29 ................................. 1,000,000 1,071,970 Eighteenth Series B, NATL Insured, 5.25%, 8/01/32 ................................. 1,000,000 1,056,530 Eighteenth Series B-1, NATL Insured, 5.00%, 8/01/26 ............................... 3,500,000 3,692,255 Refunding, Twenty-second Series, FSA Insured, 5.00%, 8/01/38 ...................... 5,000,000 5,134,500 Series A, NATL Insured, 5.00%, 8/01/33 ............................................ 6,000,000 6,114,540 University of Connecticut Revenue, Student Fee, Refunding, Series A, FGIC Insured, 5.00%, 11/15/26 ................................ 10,000,000 10,458,000 Series A, 5.00%, 5/15/23 .......................................................... 10,000,000 10,459,300 Series A, FGIC Insured, Pre-Refunded, 6.00%, 11/15/25 ............................. 1,500,000 1,575,795 -------------- 385,655,005 -------------- U.S. TERRITORIES 23.5% PUERTO RICO 23.1% Children's Trust Fund Puerto Rico Tobacco Settlement Revenue, Asset-Backed Bonds, Refunding, 5.50%, 5/15/39 ......................................................... 4,000,000 3,540,840 Puerto Rico Commonwealth Aqueduct and Sewer Authority Revenue, senior lien, Series A, 6.00%, 7/01/44 .................................................................... 1,000,000 1,024,900 Assured Guaranty, 5.00%, 7/01/28 .................................................. 2,000,000 2,060,280 Puerto Rico Commonwealth GO, Public Improvement, NATL Insured, Pre-Refunded, 5.75%, 7/01/26 ........................................ 1,000,000 1,016,320 Refunding, FSA Insured, 5.125%, 7/01/30 ........................................... 835,000 839,142 Refunding, Series B, 6.00%, 7/01/39 ............................................... 10,000,000 10,272,000 Series A, 5.00%, 7/01/29 .......................................................... 1,000,000 946,560 Series A, 5.125%, 7/01/31 ......................................................... 3,195,000 3,064,740 Series A, 5.00%, 7/01/33 .......................................................... 465,000 426,614 Series A, 5.00%, 7/01/34 .......................................................... 280,000 256,071 Series A, FGIC Insured, Pre-Refunded, 5.00%, 7/01/32 .............................. 1,000,000 1,101,800 Series A, Pre-Refunded, 5.00%, 7/01/33 ............................................ 535,000 607,878 Series B, 5.00%, 7/01/35 .......................................................... 1,895,000 1,725,265 Series B, Pre-Refunded, 5.00%, 7/01/35 ............................................ 3,105,000 3,672,190 Annual Report | 127 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN CONNECTICUT TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ----------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) U.S. TERRITORIES (CONTINUED) PUERTO RICO (CONTINUED) Puerto Rico Commonwealth Highway and Transportation Authority Transportation Revenue, Refunding, Series A, 5.00%, 7/01/38 ............................................... $ 120,000 $ 112,079 Series G, 5.00%, 7/01/33 .......................................................... 400,000 371,876 Series G, Pre-Refunded, 5.00%, 7/01/33 ............................................ 600,000 681,732 Puerto Rico Convention Center District Authority Hotel Occupancy Tax Revenue, Series A, AMBAC Insured, 5.00%, 7/01/31 ........................................... 5,000,000 4,542,100 Puerto Rico Electric Power Authority Power Revenue, Series HH, FSA Insured, Pre-Refunded, 5.25%, 7/01/29 .............................. 7,000,000 7,185,010 Series II, Pre-Refunded, 5.25%, 7/01/31 ........................................... 1,000,000 1,116,190 Series RR, XLCA Insured, Pre-Refunded, 5.00%, 7/01/30 ............................. 1,000,000 1,177,430 Series TT, 5.00%, 7/01/32 ......................................................... 18,500,000 18,037,130 Series WW, 5.50%, 7/01/38 ......................................................... 6,700,000 6,761,774 Puerto Rico HFAR, Capital Fund Modernization, 5.125%, 12/01/27 ....................... 4,250,000 4,310,987 Puerto Rico Industrial Tourist Educational Medical and Environmental Control Facilities Financing Authority Educational Facilities Revenue, University Plaza Project, Series A, NATL Insured, 5.00%, 7/01/33 ................................... 1,000,000 935,900 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 3,673,407 Puerto Rico PBA Guaranteed Revenue, Government Facilities, Refunding, Series D, 5.375%, 7/01/33 .............................................. 1,995,000 1,964,856 Series D, Pre-Refunded, 5.375%, 7/01/33 ........................................... 6,005,000 6,609,343 Series I, 5.00%, 7/01/36 .......................................................... 1,000,000 907,600 Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, first sub., Series A, 6.00%, 8/01/42 ........................................................................... 22,000,000 23,012,220 University of Puerto Rico Revenues, University System, Refunding, Series P, 5.00%, 6/01/26 .......................................................... 5,000,000 4,769,450 Series Q, 5.00%, 6/01/36 .......................................................... 1,500,000 1,324,425 -------------- 118,048,109 -------------- U.S. VIRGIN ISLANDS 0.4% Virgin Islands PFAR, senior lien, Capital Projects, Series A-1, 5.00%, 10/01/29 ...... 1,000,000 975,570 Virgin Islands Water and Power Authority Electric System Revenue, Refunding, 5.30%, 7/01/21 ........................................................................... 1,000,000 1,001,990 -------------- 1,977,560 -------------- TOTAL U.S. TERRITORIES ............................................................... 120,025,669 -------------- TOTAL INVESTMENTS (COST $498,105,905) 99.1% .......................................... 505,680,674 OTHER ASSETS, LESS LIABILITIES 0.9% .................................................. 4,477,199 -------------- NET ASSETS 100.0% .................................................................... $ 510,157,873 ============== See Abbreviations on page 263. The accompanying notes are an integral part of these financial statements. 128 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN DOUBLE TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ------------------------------------------------------- CLASS A 2010 2009 2008(a) 2007 2006 - ------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year .............. $ 10.54 $ 11.10 $ 12.06 $ 11.98 $ 11.99 -------- -------- -------- -------- -------- Income from investment operations(b): Net investment income(c) ..................... 0.51 0.50 0.49 0.50 0.50 Net realized and unrealized gains (losses) ... 1.02 (0.57) (0.96) 0.08 (0.01) -------- -------- -------- -------- -------- Total from investment operations ................ 1.53 (0.07) (0.47) 0.58 0.49 -------- -------- -------- -------- -------- Less distributions from net investment income: .. (0.51) (0.49) (0.49) (0.50) (0.50) Redemption fees(d) -- --(e) --(e) --(e) --(e) -------- -------- -------- -------- -------- Net asset value, end of year .................... $ 11.56 $ 10.54 $ 11.10 $ 12.06 $ 11.98 ======== ======== ======== ======== ======== Total return(f) ................................. 14.78% (0.62)% (4.05)% 4.97% 4.13% RATIOS TO AVERAGE NET ASSETS Expenses ........................................ 0.69% 0.68% 0.69% 0.70% 0.71% Net investment income ........................... 4.64% 4.58% 4.14% 4.16% 4.17% SUPPLEMENTAL DATA Net assets, end of year (000's) ................. $507,856 $468,062 $462,515 $428,458 $370,481 Portfolio turnover rate ......................... 18.53% 14.45% 18.19% 10.88% 14.19% (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 FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN DOUBLE TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, -------------------------------------------------- CLASS C 2010 2009 2008(a) 2007 2006 - ------- ------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year .............. $ 10.58 $ 11.14 $ 12.11 $ 12.01 $ 12.03 ------- ------- ------- ------- ------- Income from investment operations(b): Net investment income(c) ..................... 0.45 0.44 0.43 0.43 0.43 Net realized and unrealized gains (losses) ... 1.03 (0.57) (0.97) 0.10 (0.02) ------- ------- ------- ------- ------- Total from investment operations ................ 1.48 (0.13) (0.54) 0.53 0.41 ------- ------- ------- ------- ------- Less distributions from net investment income: .. (0.45) (0.43) (0.43) (0.43) (0.43) Redemption fees(d) .............................. -- --(e) --(e) --(e) --(e) ------- ------- ------- ------- ------- Net asset value, end of year .................... $ 11.61 $ 10.58 $ 11.14 $ 12.11 $ 12.01 ======= ======= ======= ======= ======= Total return(f) ................................. 14.21% (1.17)% (4.64)% 4.55% 3.47% RATIOS TO AVERAGE NET ASSETS Expenses ........................................ 1.24% 1.23% 1.24% 1.24% 1.26% Net investment income ........................... 4.09% 4.03% 3.59% 3.62% 3.62% SUPPLEMENTAL DATA Net assets, end of year (000's) ................. $90,262 $72,413 $66,985 $58,803 $55,931 Portfolio turnover rate ......................... 18.53% 14.45% 18.19% 10.88% 14.19% (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. 130 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN DOUBLE TAX-FREE INCOME FUND PERIOD ENDED FEBRUARY 28, ADVISOR CLASS 2010(a) - ------------- ------------ PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ............. $10.78 ------ Income from investment operations(b): Net investment income(c) ...................... 0.33 Net realized and unrealized gains (losses) .... 0.78 ------ Total from investment operations ................. 1.11 ------ Less distributions from net investment income .... (0.32) ------ Net asset value, end of period ................... $11.57 ====== Total return(d) .................................. 10.38% RATIOS TO AVERAGE NET ASSETS(e) Expenses ......................................... 0.59% Net investment income ............................ 4.74% SUPPLEMENTAL DATA Net assets, end of period (000's) ................ $2,538 Portfolio turnover rate .......................... 18.53% (a) For the period July 15, 2009 (effective date) to February 28, 2010. (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 | 131 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 FRANKLIN DOUBLE TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------ ---------------- -------------- MUNICIPAL BONDS 97.2% U.S. TERRITORIES 97.2% GUAM 6.4% Guam Education Financing Foundation COP, 5.00%, 10/01/23 ............................. $ 2,500,000 $ 2,427,950 Guam Government Limited Obligation Revenue, Section 30, Series A, 5.375%, 12/01/24 .................................................................. 5,195,000 5,375,838 5.625%, 12/01/29 .................................................................. 3,850,000 3,943,940 5.75%, 12/01/34 ................................................................... 4,250,000 4,328,922 Guam International Airport Authority Revenue, Series A, NATL Insured, 5.25%, 10/01/20 ........................................... 1,725,000 1,758,120 Series A, NATL Insured, 5.25%, 10/01/22 ........................................... 700,000 710,444 Series B, NATL Insured, 5.25%, 10/01/22 ........................................... 1,000,000 1,014,920 Series B, NATL Insured, 5.25%, 10/01/23 ........................................... 1,000,000 1,012,950 Series C, NATL Insured, 5.25%, 10/01/21 ........................................... 5,000,000 5,011,500 Series C, NATL Insured, 5.00%, 10/01/23 ........................................... 5,000,000 4,832,400 Guam Power Authority Revenue, Refunding, Series A, NATL Insured, 5.125%, 10/01/29 .................................................................. 1,975,000 1,853,044 5.25%, 10/01/34 ................................................................... 7,000,000 6,416,270 -------------- 38,686,298 -------------- PUERTO RICO 79.9% Children's Trust Fund Puerto Rico Tobacco Settlement Revenue, Asset-Backed Bonds, Refunding, 5.50%, 5/15/39 ......................................................... 5,000,000 4,426,050 Puerto Rico Commonwealth Aqueduct and Sewer Authority Revenue, senior lien, Series A, 6.00%, 7/01/38 .................................................................... 3,100,000 3,179,267 Assured Guaranty, 5.125%, 7/01/47 ................................................. 27,000,000 27,043,470 Puerto Rico Commonwealth GO, Public Improvement, NATL Insured, Pre-Refunded, 5.75%, 7/01/26 .................... 3,000,000 3,048,960 Public Improvement, Refunding, Series A, 5.50%, 7/01/18 ........................... 2,395,000 2,525,623 Public Improvement, Refunding, Series A, 5.50%, 7/01/32 ........................... 10,000,000 10,005,800 Public Improvement, Refunding, Series A-4, FSA Insured, 5.00%, 7/01/31 ............ 3,000,000 3,052,530 Public Improvement, Refunding, Series B, 5.75%, 7/01/38 ........................... 4,000,000 4,039,880 Public Improvement, Refunding, Series C, 6.00%, 7/01/39 ........................... 10,650,000 10,823,808 Public Improvement, Series A, 5.375%, 7/01/28 ..................................... 1,300,000 1,301,456 Public Improvement, Series A, FGIC Insured, 5.125%, 7/01/31 ....................... 3,315,000 3,179,847 Public Improvement, Series A, FGIC Insured, Pre-Refunded, 5.125%, 7/01/31 ......... 1,685,000 1,790,313 Refunding, Series C, Sub Series C-7, NATL Insured, 6.00%, 7/01/27 ................. 3,500,000 3,622,430 Refunding, Series C, Sub Series C-7, NATL Insured, 6.00%, 7/01/28 ................. 1,195,000 1,236,000 Series A, 5.25%, 7/01/29 .......................................................... 6,600,000 6,520,602 Series A, 5.25%, 7/01/30 .......................................................... 8,575,000 8,427,167 Puerto Rico Commonwealth Highway and Transportation Authority Highway Revenue, Refunding, Series CC, FSA Insured, 5.25%, 7/01/32 ................................. 5,500,000 5,875,595 Refunding, Series CC, FSA Insured, 5.25%, 7/01/34 ................................. 2,000,000 2,116,360 Series Y, Pre-Refunded, 5.50%, 7/01/36 ............................................ 11,850,000 14,366,110 Puerto Rico Commonwealth Highway and Transportation Authority Transportation Revenue, Refunding, Series H, 5.00%, 7/01/35 ............................................... 20,000 18,461 Refunding, Series M, 5.00%, 7/01/37 ............................................... 5,455,000 5,006,435 Refunding, Series N, FGIC Insured, 5.25%, 7/01/39 ................................. 20,720,000 19,481,358 Series D, Pre-Refunded, 5.375%, 7/01/36 ........................................... 11,990,000 13,226,049 Series H, Pre-Refunded, 5.00%, 7/01/35 ............................................ 80,000 90,898 Series K, Pre-Refunded, 5.00%, 7/01/40 ............................................ 9,500,000 11,185,585 132 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (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, Refunding, Series C, FGIC Insured, 5.50%, 7/01/22 ................................. $ 6,285,000 $ 6,460,289 Series B, 5.00%, 7/01/31 .......................................................... 2,500,000 2,288,175 Series B, 5.00%, 7/01/37 .......................................................... 24,250,000 21,942,127 Series B, 5.00%, 7/01/41 .......................................................... 7,920,000 7,092,835 Puerto Rico Convention Center District Authority Hotel Occupancy Tax Revenue, Series A, AMBAC Insured, 5.00%, 7/01/31 ..................................................... 20,000,000 18,168,400 CIFG Insured, 5.00%, 7/01/27 ...................................................... 900,000 867,591 Puerto Rico Electric Power Authority Power Revenue, Refunding, Series SS, FSA Insured, 5.00%, 7/01/30 ................................. 3,015,000 3,088,385 Refunding, Series UU, CIFG Insured, 5.00%, 7/01/26 ................................ 6,500,000 6,567,080 Series NN, Pre-Refunded, 5.125%, 7/01/29 .......................................... 3,655,000 4,167,870 Series TT, 5.00%, 7/01/32 ......................................................... 14,800,000 14,429,704 Series TT, 5.00%, 7/01/37 ......................................................... 2,235,000 2,141,733 Puerto Rico HFAR, Capital Fund Modernization, 5.125%, 12/01/27 ...................................... 8,500,000 8,621,975 Capital Fund Program, 4.60%, 12/01/24 ............................................. 3,425,000 3,469,457 Capital Fund Program, Pre-Refunded, 4.60%, 12/01/24 ............................... 5,575,000 6,256,042 Puerto Rico HFC, HMR, MBS, Series A, GNMA Secured, 5.20%, 12/01/33 ................... 10,610,000 10,656,047 Puerto Rico Industrial Tourist Educational Medical and Environmental Control Facilities Financing Authority Educational Facilities Revenue, University Plaza Project, Series A, NATL Insured, 5.00%, 7/01/33 ................................... 6,000,000 5,615,400 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 2,514,725 Dr. Pila Hospital Project, Refunding, FHA Insured, 6.25%, 8/01/32 ................. 500,000 502,605 Hospital Auxilio Mutuo Obligation Group Project, Series A, NATL Insured, 6.25%, 7/01/24 ........................................................................ 8,445,000 8,446,351 Mennonite General Hospital Project, 5.625%, 7/01/17 ............................... 525,000 530,644 Mennonite General Hospital Project, 5.625%, 7/01/27 ............................... 1,950,000 1,970,963 Puerto Rico Industrial Tourist Educational Medical and Environmental Control Facilities Financing Authority Industrial Revenue, Guaynabo Municipal Government, 5.625%, 7/01/15 .................................... 4,710,000 4,744,383 Guaynabo Municipal Government, 5.625%, 7/01/22 .................................... 3,160,000 3,170,523 Guaynabo Warehouse, Series A, 5.15%, 7/01/19 ...................................... 1,250,000 1,277,263 Guaynabo Warehouse, Series A, 5.20%, 7/01/24 ...................................... 4,120,000 4,204,913 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 1,938,060 Ana G. Mendez University System Project, Refunding, 5.375%, 2/01/29 ............... 7,850,000 7,013,739 Cogeneration Facility, AES Puerto Rico Project, 6.625%, 6/01/26 ................... 5,970,000 6,028,745 International American University of Puerto Rico Project, NATL Insured, 4.25%, 10/01/24 ....................................................................... 1,000,000 886,190 International American University of Puerto Rico Project, NATL Insured, 4.375%, 10/01/25 ....................................................................... 1,000,000 887,000 International American University of Puerto Rico Project, NATL Insured, 4.50%, 10/01/29 ....................................................................... 3,750,000 3,185,025 Puerto Rico Municipal Finance Agency GO, Series A, FSA Insured, 5.75%, 8/01/12 ....... 7,500,000 7,588,125 Annual Report | 133 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (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 Revenue, Series A, FSA Insured, 5.00%, 8/01/27 ........................................................................... $ 3,500,000 $ 3,525,340 8/01/30 ........................................................................... 3,500,000 3,561,215 Puerto Rico PBA Guaranteed Revenue, Government Facilities, Refunding, Series M, 6.25%, 7/01/21 ............................................... 5,000,000 5,494,250 Refunding, Series N, 5.00%, 7/01/32 ............................................... 5,000,000 4,508,150 Refunding, Series N, 5.00%, 7/01/37 ............................................... 10,000,000 8,797,400 Refunding, Series P, 6.50%, 7/01/30 ............................................... 5,000,000 5,345,500 Refunding, Series P, 6.75%, 7/01/36 ............................................... 5,000,000 5,382,750 Refunding, Series Q, 5.625%, 7/01/39 .............................................. 6,350,000 6,176,201 Series D, Pre-Refunded, 5.375%, 7/01/33 ........................................... 9,070,000 9,982,805 Series I, 5.25%, 7/01/33 .......................................................... 2,450,000 2,326,667 Series I, 5.00%, 7/01/36 .......................................................... 4,000,000 3,630,400 Series I, Pre-Refunded, 5.25%, 7/01/33 ............................................ 50,000 57,737 Series I, Pre-Refunded, 5.375%, 7/01/34 ........................................... 5,000,000 5,799,700 Puerto Rico Port Authority Revenue, Series D, FGIC Insured, 6.00%, 7/01/21 ........... 1,250,000 1,225,763 Puerto Rico Public Finance Corp. Revenue, Commonwealth Appropriation, Series E, Pre-Refunded, 5.50%, 8/01/29 ...................................................... 9,000,000 9,779,040 Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, Capital Appreciation, Series A, zero cpn. to 8/01/19, 6.25% thereafter, 8/01/33 ... 7,000,000 4,114,810 first sub., Series A, 5.75%, 8/01/37 .............................................. 16,100,000 16,642,570 first sub., Series A, 5.375%, 8/01/39 ............................................. 1,500,000 1,500,495 first sub., Series A, 5.50%, 8/01/42 .............................................. 4,000,000 3,993,760 first sub., Series A, 6.00%, 8/01/42 .............................................. 19,850,000 20,763,298 Series A, 5.25%, 8/01/57 .......................................................... 15,000,000 14,921,250 -------------- 479,841,519 -------------- U.S. VIRGIN ISLANDS 10.9% Virgin Islands HFA, SFR, Refunding, Series A, GNMA Secured, 6.45%, 3/01/16 .................................................................... 75,000 75,110 6.50%, 3/01/25 .................................................................... 235,000 235,470 Virgin Islands PFAR, Gross Receipts Taxes Loan Note, Radian Insured, 5.00%, 10/01/26 ................... 5,000,000 5,003,850 Gross Receipts Taxes Loan Note, Radian Insured, 5.00%, 10/01/33 ................... 9,220,000 8,684,226 Gross Receipts Taxes Loan Note, Refunding, ACA Insured, 5.00%, 10/01/31 ........... 2,500,000 2,404,150 Gross Receipts Taxes Loan Note, Refunding, BHAC Insured, 5.00%, 10/01/28 .......... 3,695,000 3,970,832 senior lien, Capital Projects, Series A-1, 5.00%, 10/01/29 ........................ 1,000,000 975,570 senior lien, Capital Projects, Series A-1, 5.00%, 10/01/39 ........................ 2,000,000 1,837,800 Virgin Islands Matching Fund Loan Note, Diageo Project, Series A, 6.75%, 10/01/37 . 7,000,000 7,488,320 Virgin Islands Matching Fund Loan Note, senior lien, Series A, 5.25%, 10/01/24 .... 2,000,000 2,034,040 Virgin Islands Matching Fund Loan Note, Series A, 6.00%, 10/01/39 ................. 3,250,000 3,280,420 Virgin Islands Port Authority Marine Revenue, Series A, FSA Insured, 5.25%, 9/01/18 .................................................................... 3,930,000 3,968,160 5.00%, 9/01/23 .................................................................... 10,000,000 9,722,700 134 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN DOUBLE TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------ ---------------- -------------- MUNICIPAL BONDS (CONTINUED) U.S. TERRITORIES (CONTINUED) U.S. VIRGIN ISLANDS (CONTINUED) Virgin Islands Water and Power Authority Electric System Revenue, Refunding, 5.30%, 7/01/18 ......................................................... $ 4,175,000 $ 4,187,274 Refunding, 5.30%, 7/01/21 ......................................................... 1,000,000 1,001,990 Series A, 5.00%, 7/01/31 .......................................................... 3,000,000 2,794,980 Virgin Islands Water and Power Authority Water System Revenue, Refunding, 5.25%, 7/01/12 .................................................................... 4,000,000 4,031,120 5.50%, 7/01/17 .................................................................... 4,000,000 4,016,560 -------------- 65,712,572 -------------- TOTAL MUNICIPAL BONDS BEFORE SHORT TERM INVESTMENTS (COST $582,488,609) .............. 584,240,389 -------------- SHORT TERM INVESTMENTS (COST $4,000,000) 0.7% MUNICIPAL BONDS 0.7% U.S. TERRITORIES 0.7% PUERTO RICO 0.7% (a) Puerto Rico Commonwealth GO, Public Improvement, Refunding, Series B, Daily VRDN and Put, 0.12%, 7/01/32 ............................................................... 4,000,000 4,000,000 -------------- TOTAL INVESTMENTS (COST $586,488,609) 97.9% .......................................... 588,240,389 OTHER ASSETS, LESS LIABILITIES 2.1% .................................................. 12,415,973 -------------- NET ASSETS 100.0% .................................................................... $ 600,656,362 ============== See Abbreviations on page 263. (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 | 135 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN FEDERAL INTERMEDIATE-TERM TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, --------------------------------------------------------- CLASS A 2010 2009 2008(a) 2007 2006 - ------- ---------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year .............. $ 10.99 $ 11.04 $ 11.47 $ 11.42 $ 11.51 ---------- -------- -------- -------- -------- Income from investment operations(b): Net investment income(c) ..................... 0.43 0.43 0.42 0.42 0.42 Net realized and unrealized gains (losses) ... 0.61 (0.05) (0.43) 0.05 (0.10) ---------- -------- -------- -------- -------- Total from investment operations ................ 1.04 0.38 (0.01) 0.47 0.32 ---------- -------- -------- -------- -------- Less distributions from net investment income ... (0.44) (0.43) (0.42) (0.42) (0.41) ---------- -------- -------- -------- -------- Redemption fees(d) .............................. -- --(e) --(e) --(e) --(e) ---------- -------- -------- -------- -------- Net asset value, end of year .................... $ 11.59 $ 10.99 $ 11.04 $ 11.47 $ 11.42 ========== ======== ======== ======== ======== Total return(f) ................................. 9.61% 3.48% (0.11)% 4.22% 2.83% RATIOS TO AVERAGE NET ASSETS Expenses ........................................ 0.67% 0.68% 0.71% 0.69% 0.69% Net investment income ........................... 3.76% 3.91% 3.67% 3.68% 3.64% SUPPLEMENTAL DATA Net assets, end of year (000's) ................. $1,390,805 $873,648 $699,833 $611,291 $540,348 Portfolio turnover rate ......................... 3.68% 13.05% 17.10% 8.94% 12.62% (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. 136 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN FEDERAL INTERMEDIATE-TERM TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, --------------------------------------------------- CLASS C 2010 2009 2008(a) 2007 2006 - ------- -------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year .............. $ 11.01 $ 11.06 $ 11.49 $ 11.44 $ 11.53 -------- ------- ------- ------- ------- Income from investment operations(b): Net investment income(c) ..................... 0.36 0.37 0.35 0.36 0.35 Net realized and unrealized gains (losses) ... 0.61 (0.05) (0.42) 0.05 (0.09) -------- ------- ------- ------- ------- Total from investment operations ................ 0.97 0.32 (0.07) 0.41 0.26 -------- ------- ------- ------- ------- Less distributions from net investment income ... (0.37) (0.37) (0.36) (0.36) (0.35) -------- ------- ------- ------- ------- Redemption fees(d) .............................. -- --(e) --(e) --(e) --(e) -------- ------- ------- ------- ------- Net asset value, end of year .................... $ 11.61 $ 11.01 $ 11.06 $ 11.49 $ 11.44 ======== ======= ======= ======= ======= Total return(f) ................................. 8.98% 2.90% (0.66)% 3.65% 2.27% RATIOS TO AVERAGE NET ASSETS Expenses ........................................ 1.22% 1.23% 1.26% 1.24% 1.24% Net investment income ........................... 3.21% 3.36% 3.12% 3.13% 3.09% SUPPLEMENTAL DATA Net assets, end of year (000's) ................. $257,249 $91,164 $34,763 $28,510 $30,178 Portfolio turnover rate ......................... 3.68% 13.05% 17.10% 8.94% 12.62% (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 | 137 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN FEDERAL INTERMEDIATE-TERM TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ------------------ ADVISOR CLASS 2010 2009(a) - ------------- -------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year .............. $ 11.00 $10.58 -------- ------ Income from investment operations(b): Net investment income(c) ..................... 0.44 0.11 Net realized and unrealized gains (losses) ... 0.61 0.42 -------- ------ Total from investment operations ................ 1.05 0.53 -------- ------ Less distributions from net investment income ... (0.45) (0.11) -------- ------ Net asset value, end of year .................... $ 11.60 $11.00 ======== ====== Total return(d) ................................. 9.70% 5.00% RATIOS TO AVERAGE NET ASSETS(e) Expenses ........................................ 0.57% 0.58% Net investment income ........................... 3.86% 4.01% SUPPLEMENTAL DATA Net assets, end of year (000's) ................. $144,745 $5,769 Portfolio turnover rate ......................... 3.68% 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. 138 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 FRANKLIN FEDERAL INTERMEDIATE-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------------------------- ---------------- -------------- MUNICIPAL BONDS 96.7% ALABAMA 3.0% Alabama Water Pollution Control Authority Revenue, Revolving Fund Loan, Refunding, Series B, AMBAC Insured, 4.625%, 8/15/13 ................................................................... $ 5,900,000 $ 6,073,401 4.125%, 2/15/14 ................................................................... 3,000,000 2,827,800 East Alabama Health Care Authority Health Care Facilities Revenue, Mandatory Put 9/01/18, Series A, 5.25%, 9/01/36 ................................... 10,000,000 10,074,900 Mandatory Put 9/01/18, Series B, 5.50%, 9/01/33 ................................... 13,500,000 13,990,860 Tax Anticipation Bond, Series A, NATL Insured, 4.50%, 9/01/13 ..................... 1,925,000 1,952,797 Tax Anticipation Bond, Series A, NATL Insured, 4.625%, 9/01/14 .................... 2,010,000 2,035,306 Tax Anticipation Bond, Series A, NATL Insured, 4.50%, 9/01/15 ..................... 2,100,000 2,111,886 Huntsville Health Care Authority Revenue, Series A, NATL Insured, 5.00%, 6/01/17 .................................................................... 2,900,000 3,041,404 Pre-Refunded, 4.80%, 6/01/13 ...................................................... 2,400,000 2,636,856 Jefferson County GO, Capital Improvement wts., Series A, NATL Insured, 5.00%, 4/01/17 ........................................................................... 2,195,000 1,563,806 Jefferson County Limited Obligation School wts. Revenue, Series A, 5.25%, 1/01/16 .... 2,000,000 1,860,940 Sylacauga GO, wts., AMBAC Insured, Pre-Refunded, 5.50%, 6/01/12 ...................... 600,000 619,668 University of Alabama General Revenue, Series A, NATL Insured, 5.00%, 7/01/15 ........ 4,070,000 4,532,514 -------------- 53,322,138 -------------- ALASKA 0.2% Matanuska-Susitna Borough Lease Revenue, Goose Creek Correctional Center, Assured Guaranty, 5.00%, 9/01/19 .................................................. 3,650,000 4,161,803 -------------- ARIZONA 6.8% Arizona Health Facilities Authority Revenue, Banner Health, Series D, 5.50%, 1/01/22 ........................................... 5,000,000 5,329,900 Banner Health, Series D, 5.00%, 1/01/23 ........................................... 5,000,000 5,129,900 Series A, 5.00%, 1/01/22 .......................................................... 8,000,000 8,241,920 Arizona School Facilities Board COP, 5.25%, 9/01/19 .................................. 10,000,000 10,953,000 Arizona School Facilities Board Revenue, Series B, NATL Insured, 4.00%, 9/01/13 ...... 5,000,000 5,318,450 Arizona State Board of Regents Arizona State University System Revenue, Series C, 5.75%, 7/01/20 ........................................................................... 500,000 591,335 7/01/21 ........................................................................... 500,000 587,345 Arizona State COP, Department Administration, Series A, FSA Insured, 5.00%, 10/01/19 ................................................................... 5,650,000 6,156,749 5.25%, 10/01/21 ................................................................... 10,000,000 10,878,200 5.25%, 10/01/22 ................................................................... 40,910,000 44,166,845 Arizona State University COP, Research Infrastructure Projects, AMBAC Insured, 5.25%, 9/01/16 ........................................................................... 2,505,000 2,699,889 Glendale IDAR, John C. Lincoln Health, Refunding, Series B, 5.00%, 12/01/18 .......... 5,605,000 5,553,714 Maricopa County GO, School District No. 97, Deer Valley School Improvement, Series A, FGIC Insured, 4.75%, 7/01/12 ...................................................... 4,000,000 4,300,040 Maricopa County Hospital Revenue, Sun Health Corp., Pre-Refunded, 5.00%, 4/01/18 ..... 2,000,000 2,333,540 Mesa GO, Refunding, Series A, FGIC Insured, 4.20%, 7/01/16 ........................... 715,000 738,852 Scottsdale IDA Hospital Revenue, Scottsdale Healthcare, Refunding, Series A, 5.00%, 9/01/21 ........................................................................... 4,000,000 3,928,040 Annual Report | 139 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN FEDERAL INTERMEDIATE-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) ARIZONA (CONTINUED) Tempe Arizona IDA Lease Revenue, State University Foundation, AMBAC Insured, 4.00%, 7/01/15 ........................................................................... $ 1,000,000 $ 1,029,490 7/01/16 ........................................................................... 1,000,000 1,015,540 University Medical Center Corp. Hospital Revenue, 6.00%, 7/01/24 ..................... 2,000,000 2,169,220 -------------- 121,121,969 -------------- ARKANSAS 0.3% Arkansas State Development Finance Authority Revenue, State Agencies Facilities, Corrections, Series B, FSA Insured, 5.00%, 11/01/17 .......................................................................... 1,955,000 2,148,565 11/01/19 .......................................................................... 1,065,000 1,149,188 University of Arkansas University Revenues, Student Fee University of Arkansas at Fort Smith, FSA Insured, 4.75%, 12/01/15 ............................................... 2,295,000 2,389,324 -------------- 5,687,077 -------------- CALIFORNIA 14.3% California Health Facilities Financing Authority Revenue, Catholic Healthcare West, Series L, 5.125%, 7/01/22 ............................... 10,000,000 10,393,300 Providence Health and Services, Series C, 6.00%, 10/01/18 ......................... 500,000 581,850 Scripps Health, Series A, 5.00%, 10/01/21 ......................................... 5,000,000 5,234,100 California State Department of Water Resources Power Supply Revenue, Series A, Pre-Refunded, 5.125%, 5/01/18 ..................................................... 3,000,000 3,317,880 California State GO, 5.50%, 4/01/21 .................................................................... 20,000,000 21,507,200 Refunding, 5.00%, 2/01/17 ......................................................... 3,000,000 3,161,190 Refunding, 5.00%, 8/01/21 ......................................................... 20,000,000 20,611,400 Various Purpose, 5.25%, 11/01/17 .................................................. 10,000,000 10,749,000 Various Purpose, XLCA Insured, 5.00%, 11/01/22 .................................... 4,805,000 4,927,624 California State Public Works Board Lease Revenue, Various Capital Projects, Series G, Sub Series G-1, 5.25%, 10/01/18 ......................................... 5,605,000 5,848,481 Series G, Sub Series G-1, 5.25%, 10/01/19 ......................................... 10,000,000 10,365,200 Series G, Sub Series G-1, 5.00%, 10/01/21 ......................................... 15,055,000 15,134,039 Series I, 5.00%, 11/01/18 ......................................................... 4,000,000 4,104,360 Series I, 5.25%, 11/01/20 ......................................................... 5,000,000 5,160,250 California Statewide CDA Revenue, Enloe Medical Center, Series A, California Mortgage Insured, 5.25%, 8/15/19 .................................................................... 1,990,000 2,105,360 5.375%, 8/15/20 ................................................................... 1,650,000 1,741,014 Clark County Airport Revenue, System, sub. lien, Series C, FSA Insured, 5.00%, 7/01/22 ........................................................................... 5,000,000 5,289,950 7/01/23 ........................................................................... 15,000,000 15,763,650 El Dorado Irrigation District COP, Refunding, Series A, Assured Guaranty, 5.00%, 8/01/22 .................................................................... 2,610,000 2,817,182 5.25%, 8/01/23 .................................................................... 2,860,000 3,119,230 Los Angeles Department of Water and Power Revenue, Refunding, Series B, 5.25%, 7/01/24 ........................................................................... 17,000,000 19,233,630 Los Angeles Department of Water and Power Waterworks Revenue, Refunding, Series B, NATL Insured, 4.25%, 7/01/17 ...................................................... 4,000,000 4,199,840 140 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN FEDERAL INTERMEDIATE-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) CALIFORNIA (CONTINUED) Los Angeles Municipal Improvement Corp. Lease Revenue, Capital Equipment, Refunding, Series A, Assured Guaranty, 5.00%, 4/01/17 .......... $ 3,215,000 $ 3,606,973 Capital Equipment, Refunding, Series A, Assured Guaranty, 5.25%, 4/01/19 .......... 3,180,000 3,604,212 Refunding, Assured Guaranty, 5.25%, 4/01/18 ....................................... 2,495,000 2,831,775 Los Angeles USD, GO, Election of 2004, Series F, FGIC Insured, 5.00%, 7/01/24 .......................... 6,700,000 7,059,455 Series A, NATL Insured, 4.25%, 7/01/16 ............................................ 2,500,000 2,630,600 Series F, 5.00%, 7/01/22 .......................................................... 5,675,000 6,214,693 Orange County Airport Revenue, 5.00%, 7/01/20 ........................................................................... 3,465,000 3,837,626 7/01/21 ........................................................................... 7,545,000 8,293,690 San Francisco City and County COP, Multiple Capital Improvement Projects, Series A, 5.00%, 4/01/25 .................................................................... 4,000,000 4,138,520 5.25%, 4/01/26 .................................................................... 2,500,000 2,613,725 San Joaquin Hills Transportation Corridor Agency Toll Road Revenue, Capital Appreciation, Refunding, Series A, 5.65%, 1/15/17 ................................. 3,000,000 3,040,080 San Jose RDA Tax Allocation, Merged Area, Refunding, Series D, Assured Guaranty, 5.00%, 8/01/21 ........................................................................... 10,000,000 10,517,600 8/01/22 ........................................................................... 10,000,000 10,452,800 Tulare Joint UHSD, GO, Election of 2004, Series A, NATL Insured, 5.00%, 8/01/16 ...... 2,870,000 3,106,000 Tuolumne Wind Project Authority Revenue, Tuolumne Co. Project, Series A, 5.25%, 1/01/23 ........................................................................... 8,000,000 8,504,560 Val Verde USD, COP, FGIC Insured, ETM, 5.00%, 1/01/15 ................................ 1,000,000 1,158,850 -------------- 256,976,889 -------------- COLORADO 2.4% Adams County PCR, Public Service Co. of Colorado Project, Refunding, Series A, NATL Insured, 4.375%, 9/01/17 ..................................................... 17,000,000 16,138,610 Denver City and County COP, Series B, AMBAC Insured, Pre-Refunded, 5.75%, 12/01/16 ... 3,000,000 3,153,750 Denver City and County Excise Tax Revenue, Refunding, Series A, FSA Insured, 5.00%, 9/01/20 ........................................................................... 10,090,000 11,148,239 E-470 Public Highway Authority Revenue, Series D1, NATL Insured, 5.50%, 9/01/24 ...... 8,000,000 7,968,400 Public Authority for Colorado Energy Natural Gas Purchase Revenue, 5.75%, 11/15/18 ... 4,815,000 5,018,530 -------------- 43,427,529 -------------- FLORIDA 7.2% Broward County School Board COP, Series A, FSA Insured, 5.00%, 7/01/16 ............... 5,915,000 6,429,428 Citizens Property Insurance Corp. Revenue, Senior Secured, High-Risk Account, Series A-1, 6.00%, 6/01/17 ............................................................... 5,000,000 5,481,550 Collier County Capital Improvement Revenue, NATL Insured, 4.60%, 10/01/13 ............ 1,000,000 1,054,680 Collier County School Board COP, FSA Insured, 5.00%, 2/15/22 ......................... 5,075,000 5,317,433 Hillsborough County Capacity Assessment Special Assessment Revenue, Series 2006, FGIC Insured, 5.00%, 3/01/19 ...................................................... 5,000,000 4,996,400 Hillsborough County IDA, PCR, Tampa Electric Co. Project, Series A, 5.65%, 5/15/18 ... 6,500,000 7,054,840 Marion County Public Improvement Revenue, Refunding, NATL Insured, 4.20%, 12/01/12 ................................................................... 1,400,000 1,482,964 4.30%, 12/01/13 ................................................................... 1,800,000 1,901,070 Miami-Dade County Aviation Revenue, Miami International Airport, Refunding, Series A-1, 4.25%, 10/01/18 ................................................................... 6,920,000 7,004,216 4.50%, 10/01/19 ................................................................... 4,805,000 4,894,757 Annual Report | 141 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN FEDERAL INTERMEDIATE-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) FLORIDA (CONTINUED) Miami-Dade County Aviation Revenue, Miami International Airport, Refunding, Series A-1, (continued) 5.00%, 10/01/21 ................................................................... $ 5,000,000 $ 5,174,300 5.00%, 10/01/22 ................................................................... 5,890,000 6,040,666 5.25%, 10/01/23 ................................................................... 4,875,000 5,067,416 Miami-Dade County School Board COP, Series A, Assured Guaranty, 5.00%, 2/01/23 ....... 12,115,000 12,654,723 Orange County School Board COP, Series B, FGIC Insured, 5.00%, 8/01/18 ........................................................................... 5,150,000 5,408,788 8/01/19 ........................................................................... 5,985,000 6,190,226 Orlando Waste Water Services Revenue, Refunding, Series A, AMBAC Insured, 4.00%, 10/01/14 .......................................................................... 5,000,000 5,229,400 Palm Beach County School Board COP, Series E, NATL Insured, 5.00%, 8/01/21 ........... 6,060,000 6,326,519 Pasco County Solid Waste Disposal and Resource Recovery System Revenue, Series D, FSA Insured, 5.00%, 10/01/22 .......................................................................... 9,490,000 10,105,521 10/01/24 .......................................................................... 10,455,000 11,066,618 South Miami Health Facilities Authority Hospital Revenue, Baptist Health South Florida Group, 5.00%, 8/15/19 .................................................................... 5,000,000 5,279,700 Tampa Bay Water Utility System Revenue, FGIC Insured, Pre-Refunded, 5.75%, 10/01/15 ....................................... 1,000,000 1,081,410 Series B, FGIC Insured, Pre-Refunded, 4.75%, 10/01/16 ............................. 3,400,000 3,623,448 -------------- 128,866,073 -------------- GEORGIA 2.1% Atlanta Tax Allocation, Atlantic Station Project, Refunding, Assured Guaranty, 5.25%, 12/01/20 .......................................................................... 1,500,000 1,567,785 12/01/21 .......................................................................... 1,000,000 1,038,570 Atlanta Water and Wastewater Revenue, Refunding, Series B, FSA Insured, 5.00%, 11/01/20 ................................. 8,575,000 9,451,193 Series B, FSA Insured, 5.00%, 11/01/21 ............................................ 9,230,000 10,118,203 Baldwin County Hospital Authority Revenue, Oconee Regional Medical Center, 5.30%, 12/01/13 .......................................................................... 1,020,000 1,018,133 Municipal Electric Authority Revenue, Series B, 5.00%, 1/01/20 ....................... 10,000,000 11,202,500 South Georgia Governmental Services Authority Revenue, FGIC Insured, 5.00%, 1/01/16 .. 2,650,000 2,891,548 -------------- 37,287,932 -------------- ILLINOIS 2.9% Chicago GO, Projects, Refunding, Series A, 5.00%, 1/01/22 ............................ 10,935,000 12,125,275 Chicago O'Hare International Airport Revenue, Refunding, Series B, FSA Insured, 5.00%, 1/01/20 ........................................................................... 7,850,000 8,504,690 Illinois Finance Authority Revenue, Rush University Medical Certificates Billing Group, Series A, 6.75%, 11/01/24 .................................................. 5,000,000 5,545,500 (a) Illinois State GO, Refunding, FSA Insured, 5.00%, 1/01/19 ............................ 12,000,000 13,212,600 Southwestern Illinois Development Authority Revenue, Local Government Program, Edwardsville Community, FSA Insured, 5.00%, 12/01/19 .............................. 11,005,000 12,006,565 -------------- 51,394,630 -------------- 142 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN FEDERAL INTERMEDIATE-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) KENTUCKY 0.6% (a) Kentucky Asset/Liability Commission Agency Fund Revenue, Project Notes, Federal Highway Trust, First Series A, 5.00%, 9/01/20 ..................................... $ 6,000,000 $ 6,864,180 Kentucky Economic Development Finance Authority Hospital System Revenue, Appalachian Regional Health Center Facility, Refunding and Improvement, 5.70%, 10/01/10 ................................................................... 1,000,000 1,000,490 5.75%, 10/01/11 ................................................................... 1,500,000 1,500,195 Kentucky State Turnpike Authority Economic Development Road Revenue, 5.00%, 7/01/22 .. 1,000,000 1,122,680 -------------- 10,487,545 -------------- LOUISIANA 2.9% Jefferson Sales Tax District Special Sales Tax Revenue, Refunding, Series B, Assured Guaranty, 5.00%, 12/01/21 ................................................................... 15,000,000 16,569,450 Louisiana State Citizens Property Insurance Corp. Assessment Revenue, Series B, AMBAC Insured, 5.00%, 6/01/19 ..................................................... 20,000,000 20,702,800 New Orleans Aviation Board Revenue, Restructuring GARB, Refunding, Series A-1, Assured Guaranty, 6.00%, 1/01/23 .................................................. 2,000,000 2,245,860 New Orleans GO, Radian Insured, 5.00%, 12/01/25 ...................................... 7,915,000 7,939,616 St. John the Baptist Parish EDR, USX Corp. Project, Refunding, 5.35%, 12/01/13 ....... 4,000,000 4,019,160 -------------- 51,476,886 -------------- MARYLAND 0.7% Maryland State EDC Student Housing Revenue, University of Maryland College Park Projects, Refunding, CIFG Insured, 5.00%, 6/01/19 ........................................................................... 1,445,000 1,455,707 6/01/20 ........................................................................... 1,000,000 1,001,520 Maryland State Health and Higher Educational Facilities Authority Revenue, Peninsula Regional Medical Center, 5.00%, 7/01/18 ................................. 1,600,000 1,685,840 Peninsula Regional Medical Center, 5.00%, 7/01/19 ................................. 1,430,000 1,492,906 Peninsula Regional Medical Center, 5.00%, 7/01/20 ................................. 1,000,000 1,037,800 Washington County Hospital, 5.25%, 1/01/22 ........................................ 1,000,000 977,370 Washington County Hospital, 5.25%, 1/01/23 ........................................ 1,250,000 1,214,688 Western Maryland Health, Refunding, Series A, NATL Insured, 5.00%, 1/01/19 ........ 3,020,000 3,127,391 -------------- 11,993,222 -------------- MASSACHUSETTS 0.2% Massachusetts State Health and Educational Facilities Authority Revenue, Caregroup, Series B-2, NATL Insured, 5.375%, 2/01/26 ......................................... 1,720,000 1,733,227 Massachusetts State Industrial Finance Agency Revenue, D'Youville Senior Care, 5.50%, 10/01/12 .......................................................................... 1,105,000 1,106,978 -------------- 2,840,205 -------------- MICHIGAN 6.7% Detroit GO, Series A-1, NATL Insured, 5.00%, 4/01/19 .......................................... 5,000,000 4,302,850 Series B, FSA Insured, 5.00%, 4/01/18 ............................................. 2,635,000 2,688,833 Series B, FSA Insured, 5.00%, 4/01/19 ............................................. 2,515,000 2,549,078 Annual Report | 143 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (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 $ 992,960 Local Government Loan Program, Group A, Refunding, Series B, AMBAC Insured, 5.00%, 12/01/18 ....................................................................... 1,000,000 981,190 School District City of Detroit, FSA Insured, 5.00%, 6/01/17 ......................... 10,000,000 10,692,700 Michigan State GO, Refunding, Series A, 5.25%, 11/01/22 .............................. 10,000,000 10,868,700 Michigan State HDA, SFMR, Series A, 5.00%, 12/01/19 .................................. 10,000,000 10,297,800 Michigan State Hospital Finance Authority Revenue, Trinity Health Credit Group, Mandatory Put 12/01/17, Refunding, Series A, 6.00%, 12/01/34 ...................... 10,000,000 11,384,200 Michigan State Revenue, Grant Anticipation Bonds, FSA Insured, 5.25%, 9/15/20 ........ 7,500,000 8,186,025 Michigan State Strategic Fund Limited Obligation Revenue, Detroit Edison Co. Exempt Facilities Project, Refunding, Series ET-2, 5.50%, 8/01/29 7,000,000 7,478,170 Michigan House Republic Facilities, Series A, Assured Guaranty, 5.25%, 10/15/22 ... 4,000,000 4,333,920 Michigan House Republic Facilities, Series A, Assured Guaranty, 5.25%, 10/15/23 ... 1,000,000 1,078,960 Michigan Tobacco Settlement Finance Authority Revenue, Tobacco Settlement Asset, Senior Series A, 5.25%, 6/01/22 ................................................... 10,000,000 9,257,000 Royal Oak Hospital Finance Authority Hospital Revenue, William Beaumont Hospital, Refunding, 6.25%, 9/01/14 ......................................................... 3,000,000 3,324,570 Saginaw-Midland Municipal Water Supply Corp. Revenue GO, Water Supply System, Refunding, NATL Insured, 4.25%, 9/01/13 ........................................... 1,245,000 1,340,716 South Lyon Community Schools GO, Refunding, FGIC Insured, 5.00%, 5/01/16 ............. 3,040,000 3,484,448 Wayne State University Revenues, Refunding, Series A, 5.00%, 11/15/18 .......................................................................... 4,265,000 4,812,669 11/15/19 .......................................................................... 5,210,000 5,898,241 11/15/20 .......................................................................... 5,255,000 5,879,977 Wayne-Westland Community Schools GO, Refunding, 4.50%, 5/01/12 .................................................................... 1,035,000 1,106,943 4.625%, 5/01/13 ................................................................... 1,095,000 1,200,952 FSA Insured, 5.00%, 5/01/16 ....................................................... 2,825,000 3,103,771 Wyandotte Electric Revenue, Refunding, Assured Guaranty, 5.00%, 10/01/17 ............. 3,955,000 4,360,625 -------------- 119,605,298 -------------- MINNESOTA 1.7% Minneapolis GO, Various Purpose, 5.00%, 12/01/17 ................................................................... 2,050,000 2,188,826 Pre-Refunded, 5.00%, 12/01/17 ..................................................... 950,000 1,023,977 Minneapolis Special School District No. 001 COP, Refunding, Series B, FGIC Insured, 4.625%, 2/01/17 ................................................................... 1,000,000 1,019,730 Minnesota Agricultural and Economic Development Board Revenue, Health Care Facility, Essentia, Series C-1, Assured Guaranty, 5.00%, 2/15/21 .................................................................... 4,165,000 4,482,789 5.00%, 2/15/22 .................................................................... 5,570,000 5,947,924 5.25%, 2/15/23 .................................................................... 5,000,000 5,397,950 Mounds View ISD No. 621 GO, NATL Insured, 5.00%, 2/01/14 ........................................................................... 2,340,000 2,500,126 2/01/15 ........................................................................... 2,425,000 2,590,943 2/01/16 ........................................................................... 2,460,000 2,628,338 144 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN FEDERAL INTERMEDIATE-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) MINNESOTA (CONTINUED) Ramsey County GO, Capital Improvement Plan, Series A, 4.75%, 2/01/15 ................. $ 2,215,000 $ 2,346,217 -------------- 30,126,820 -------------- MISSOURI 1.4% Hannibal IDA Health Facilities Revenue, Refunding, 5.00%, 3/01/19 .................... 1,675,000 1,625,437 Jackson County Reorganized School District No. 7 Lee's Summit GO, School Building, NATL Insured, 5.00%, 3/01/16 ...................................................... 2,000,000 2,230,060 Missouri Joint Municipal Electric Utility Commission Power Project Revenue, Plum Point Project, NATL Insured, 5.00%, 1/01/17 ........................................................................... 1,500,000 1,540,305 1/01/19 ........................................................................... 1,000,000 1,015,070 Southeast Missouri State University System Facilities Revenue, Refunding and Improvement, NATL Insured, 4.375%, 4/01/12 ................................................................... 335,000 346,537 4.50%, 4/01/14 .................................................................... 545,000 560,985 4.60%, 4/01/15 .................................................................... 1,360,000 1,392,055 4.70%, 4/01/16 .................................................................... 1,165,000 1,188,568 Springfield Public Utility Revenue, FGIC Insured, 4.50%, 8/01/21 ..................... 15,245,000 16,023,867 -------------- 25,922,884 -------------- NEVADA 1.1% Clark County School District GO, Refunding, Series A, NATL Insured, 4.50%, 6/15/19 ... 5,000,000 5,368,550 Clark County Water Reclamation District GO, Series A, 5.25%, 7/01/21 .......................................................... 3,435,000 3,786,023 Series A, 5.25%, 7/01/22 .......................................................... 3,120,000 3,405,729 Series B, 5.25%, 7/01/21 .......................................................... 3,430,000 3,780,512 Series B, 5.25%, 7/01/22 .......................................................... 3,615,000 3,946,062 -------------- 20,286,876 -------------- NEW JERSEY 10.3% Hudson County Improvement Authority Solid Waste Systems Revenue, Refunding, Series 1, 5.90%, 1/01/15 .................................................................... 735,000 709,540 New Jersey State COP, Equipment Lease Purchase, Series A, 5.25%, 6/15/22 .................................................................... 10,000,000 10,712,300 5.25%, 6/15/23 .................................................................... 17,945,000 19,237,399 AMBAC Insured, 5.00%, 6/15/17 ..................................................... 5,000,000 5,361,500 New Jersey State Educational Facilities Authority Revenue, Kean University, Refunding, Series A, 5.00%, 9/01/21 .......................................................... 6,000,000 6,470,100 New Jersey State Higher Education Assistance Authority Student Loan Revenue, Refunding, Series 1A, 5.00%, 12/01/17 ............................................. 3,250,000 3,548,057 Refunding, Series 1A, 5.25%, 12/01/19 ............................................. 2,500,000 2,745,750 Refunding, Series 1A, 4.75%, 12/01/21 ............................................. 7,500,000 7,748,400 Refunding, Series 1A, 4.75%, 12/01/22 ............................................. 10,000,000 10,226,500 Series A, 5.375%, 6/01/24 ......................................................... 15,000,000 15,808,500 New Jersey State Transportation Trust Fund Authority Revenue, Transportation System, Refunding, Series A, 5.25%, 12/15/21 .............................................. 10,000,000 11,305,500 Refunding, Series A, 5.50%, 12/15/22 .............................................. 25,000,000 28,668,750 Refunding, Series A, Assured Guaranty, 5.50%, 12/15/22 ............................ 11,465,000 13,209,514 Annual Report | 145 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN FEDERAL INTERMEDIATE-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) NEW JERSEY (CONTINUED) New Jersey State Transportation Trust Fund Authority Revenue, Transportation System, (continued) Refunding, Series C, FSA Insured, 4.50%, 12/15/10 .................................... $ 10,000,000 $ 10,327,500 Series D, FSA Insured, 5.00%, 6/15/19 ............................................. 5,630,000 6,061,990 New Jersey State Turnpike Authority Turnpike Revenue, Series H, 5.00%, 1/01/20 ........................................................................... 10,000,000 11,178,500 1/01/21 ........................................................................... 20,000,000 22,180,400 -------------- 185,500,200 -------------- NEW YORK 10.4% Erie County IDA School Facility Revenue, City School District Buffalo Project, Series A, 5.00%, 5/01/22 ................................................................. 14,840,000 16,194,150 FSA Insured, 5.75%, 5/01/22 ....................................................... 5,000,000 5,712,300 Liverpool Central School District GO, Refunding, FSA Insured, 5.00%, 7/15/14 ......... 1,560,000 1,688,731 Long Island Power Authority Electric System Revenue, General, Refunding, Series A, FGIC Insured, 5.00%, 12/01/19 ................................ 7,000,000 7,543,340 Series E, FGIC Insured, 5.00%, 12/01/18 ........................................... 8,500,000 9,275,625 MTA Commuter Facilities Revenue, Services Contract, Series R, ETM, 5.50%, 7/01/11 .... 2,215,000 2,248,159 MTA Revenue, Transportation, Refunding, Series F, 5.00%, 11/15/15 .............................................. 1,250,000 1,398,800 Series A, FSA Insured, 5.00%, 11/15/20 ............................................ 5,000,000 5,449,300 Series A, FSA Insured, 5.50%, 11/15/20 ............................................ 4,365,000 5,095,832 Series C, 5.00%, 11/15/16 ......................................................... 1,150,000 1,280,491 Series C, 5.75%, 11/15/18 ......................................................... 15,000,000 17,382,300 New York City GO, Refunding, Series C, NATL Insured, 5.875%, 8/01/16 ................................ 5,000 5,148 Refunding, Series G, 5.00%, 8/01/21 ............................................... 7,000,000 7,627,550 Refunding, Series H, 5.00%, 8/01/17 ............................................... 4,330,000 4,715,110 Series C, NATL Insured, Pre-Refunded, 5.875%, 8/01/16 ............................. 1,245,000 1,286,558 Series D1, 5.00%, 12/01/21 ........................................................ 5,000,000 5,465,650 Series F, 4.75%, 1/15/16 .......................................................... 3,000,000 3,182,100 Series H, 5.00%, 8/01/16 .......................................................... 3,000,000 3,299,490 Series J, Sub Series J-1, FSA Insured, 5.00%, 6/01/20 ............................. 10,000,000 10,857,700 Series O, 5.00%, 6/01/19 .......................................................... 5,000,000 5,418,550 New York City Transitional Finance Authority Building Aid Revenue, Fiscal 2009, Series S-3, 5.00%, 1/15/23 ........................................................ 5,000,000 5,393,150 Series S-4, 5.00%, 1/15/21 ........................................................ 4,665,000 5,101,224 New York City Transitional Finance Authority Revenue, Future Tax, Series C, 4.50%, 2/15/13 .................................................................... 3,725,000 3,979,119 Pre-Refunded, 4.50%, 2/15/13 ...................................................... 775,000 834,768 New York State Dormitory Authority Revenue, Mortgage, St. Barnabas, Series B, FHA Insured, 4.25%, 8/01/14 ........................................................... 2,355,000 2,468,864 New York State Dormitory Authority Revenues, Non-State Supported Debt, School Districts Bond Financing Program, Series A, Assured Guaranty, 5.00%, 10/01/24 .............................................. 5,000,000 5,398,550 State Supported Debt, City University System Consolidated, Fifth General, Series A, NATL Insured, 5.50%, 7/01/23 ................................................... 7,915,000 9,185,278 State Supported Debt, Mental Health, Refunding, Series D, NATL Insured, 5.00%, 8/15/17 ........................................................................ 190,000 190,095 146 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN FEDERAL INTERMEDIATE-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) NEW YORK (CONTINUED) New York State Dormitory Authority Revenues, (continued) State Supported Debt, Mental Health Services Facilities Improvement, Refunding, 5.50%, 2/15/18 ................................................................. $ 10,000,000 $ 11,534,800 State Supported Debt, Mental Health Services Facilities Improvement, Refunding, 5.00%, 2/15/19 ................................................................. 3,245,000 3,608,278 New York State Energy Research and Development Authority PCR, New York State Electric and Gas Corp. Project, NATL Insured, 4.10%, 3/15/15 ............................... 7,000,000 7,046,900 New York State Thruway Authority General Revenue, Refunding, Series H, FGIC Insured, 5.00%, 1/01/22 .................................................................... 10,000,000 10,763,300 Rockland County Solid Waste Management Authority Revenue, Refunding, Series A, Assured Guaranty, 5.375%, 12/15/18 ................................................ 5,365,000 5,994,958 -------------- 186,626,168 -------------- NORTH CAROLINA 2.8% Asheville Water System Revenue, FSA Insured, Pre-Refunded, 5.25%, 8/01/15 ........................................................................... 915,000 978,053 8/01/17 ........................................................................... 1,020,000 1,090,288 8/01/19 ........................................................................... 1,030,000 1,100,977 Charlotte Water and Sewer System Revenue, 5.00%, 6/01/16 ............................. 4,000,000 4,195,840 Charlotte-Mecklenburg Hospital Authority Health Care System Revenue, Carolinas HealthCare System, Series A, FSA Insured, 5.00%, 1/15/22 .......................... 10,000,000 10,631,800 North Carolina Eastern Municipal Power Agency Power System Revenue, Refunding, Series A, Assured Guaranty, 5.25%, 1/01/19 ........................................ 15,000,000 16,577,550 Series C, Assured Guaranty, 6.00%, 1/01/19 ........................................ 2,500,000 2,800,175 North Carolina Municipal Power Agency No. 1 Catawba Electric Revenue, Catawba Electric, Refunding, Series A, 5.25%, 1/01/20 ..................................... 4,500,000 4,966,830 Oak Island Enterprise System Revenue, Assured Guaranty, 5.50%, 6/01/23 ............... 1,735,000 1,848,695 Wake County GO, Public Improvement, Pre-Refunded, 4.50%, 3/01/14 ..................... 6,400,000 6,878,208 -------------- 51,068,416 -------------- OHIO 4.3% Akron GO, Various Purpose, Refunding and Improvement, NATL Insured, 4.125%, 12/01/14 .......................................................................... 1,000,000 1,059,750 Allen County GO, Refunding, AMBAC Insured, 4.75%, 12/01/17 ........................... 2,180,000 2,271,429 American Municipal Power Inc. Revenue, Refunding, 5.25%, 2/15/20 ........................................................................... 6,000,000 6,570,480 2/15/21 ........................................................................... 11,500,000 12,535,805 Buckeye Tobacco Settlement Financing Authority Revenue, Asset-Backed, Senior Current Interest Turbo Term Bond, Series A-2, 5.375%, 6/01/24 ............................. 4,505,000 4,249,792 Cleveland Municipal School District GO, FSA Insured, 5.00%, 12/01/14 .......................................................................... 1,915,000 2,162,610 12/01/15 .......................................................................... 1,510,000 1,670,694 12/01/16 .......................................................................... 1,400,000 1,527,078 Franklin County Health Care Facilities Revenue, Presbyterian Retirement Services, Refunding, 5.40%, 7/01/10 .................................................................... 775,000 775,186 5.50%, 7/01/11 .................................................................... 500,000 500,040 Lake Local School District Wood County GO, NATL Insured, 5.20%, 12/01/17 ................................................................... 375,000 395,160 Pre-Refunded, 5.20%, 12/01/17 ..................................................... 2,190,000 2,389,837 Annual Report | 147 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN FEDERAL INTERMEDIATE-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) OHIO (CONTINUED) Lakewood City School District GO, School Improvement, Refunding, FSA Insured, 4.50%, 12/01/22 .......................................................................... $ 2,900,000 $ 3,086,992 Mahoning County Sewer System Revenue, AMBAC Insured, 5.20%, 12/01/14 ................. 1,360,000 1,405,152 Mason City School District GO, School Improvement, Refunding, FGIC Insured, 5.00%, 12/01/15 .......................................................................... 2,670,000 3,079,044 Montgomery County Revenue, Miami Valley Hospital, Mandatory Put 11/15/14, Refunding, Series B, 5.25%, 11/15/39 ......................................................... 4,000,000 4,184,160 Nordonia Hills City School District GO, School Improvement, Refunding, FGIC Insured, 4.50%, 12/01/21 ................................................................... 2,360,000 2,494,756 University of Cincinnati General Receipts Revenue, Series C, Assured Guaranty, 5.00%, 6/01/21 ........................................................................... 11,810,000 12,994,897 6/01/22 ........................................................................... 11,675,000 12,766,612 Youngstown GO, AMBAC Insured, 6.125%, 12/01/15 ....................................... 1,275,000 1,374,221 -------------- 77,493,695 -------------- OREGON 1.4% Deschutes County Hospital Facilities Authority Hospital Revenue, Cascade Healthcare, Refunding, 7.375%, 1/01/23 ........................................................ 2,000,000 2,319,980 Oregon State Department of Administrative Services COP, Series A, FGIC Insured, 5.00%, 11/01/19 .......................................................................... 2,340,000 2,573,087 Oregon State Department of Transportation Highway User Tax Revenue, senior lien, Series A, 5.00%, 11/15/22 ......................................................... 5,840,000 6,607,084 Portland Sewer System Revenue, second lien, Series B, NATL Insured, 5.00%, 6/15/18 ........................................................................... 3,135,000 3,504,805 6/15/19 ........................................................................... 3,290,000 3,650,189 Salem Water and Sewer Revenue, NATL Insured, 4.10%, 6/01/16 ...................................................... 1,035,000 1,076,090 Refunding, FSA Insured, 4.375%, 6/01/11 ........................................... 2,160,000 2,256,509 Refunding, FSA Insured, 4.50%, 6/01/12 ............................................ 2,250,000 2,421,180 -------------- 24,408,924 -------------- PENNSYLVANIA 6.3% Allegheny County Hospital Development Authority Revenue, University of Pittsburgh Medical Center, (a) Series A, 5.00%, 5/15/19 .......................................................... 9,000,000 9,715,320 (a) Series A, 5.00%, 5/15/20 .......................................................... 7,500,000 8,051,175 Series B, 5.00%, 6/15/18 .......................................................... 5,000,000 5,238,850 Allegheny County IDAR, Pollution Control, Refunding, Series A, AMBAC Insured, 4.35%, 12/01/13 .......................................................................... 5,000,000 5,179,700 Pennsylvania State Turnpike Commission Turnpike Revenue, Refunding, Series C, Sub Series C-1, Assured Guaranty, 6.00%, 6/01/23 ............. 10,000,000 11,590,000 Series B, 5.00%, 12/01/19 ......................................................... 32,230,000 36,618,437 Philadelphia GO, Refunding, Series A, Assured Guaranty, 5.25%, 8/01/22 ............... 20,000,000 21,812,800 Philadelphia Municipal Authority Revenue, Lease, 6.00%, 4/01/22 ...................... 7,065,000 7,511,579 Philadelphia Water and Wastewater Revenue, Series A, 5.00%, 1/01/20 .................................................................... 1,210,000 1,292,679 5.25%, 1/01/21 .................................................................... 3,655,000 3,963,482 5.25%, 1/01/22 .................................................................... 2,330,000 2,512,322 -------------- 113,486,344 -------------- 148 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN FEDERAL INTERMEDIATE-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) SOUTH CAROLINA 1.8% Piedmont Municipal Power Agency Electric Revenue, Refunding, Series A-4, 5.00%, 1/01/20 ........................................................................... $ 17,000,000 $ 18,014,560 Rock Hill Utility System Revenue, Refunding and Improvement, Series A, FSA Insured, 4.00%, 1/01/14 .................................................................... 2,000,000 2,124,720 Scago Educational Facilities Corp. for Pickens School District Revenue, Pickens County Project, FSA Insured, 5.00%, 12/01/18 ............................................. 5,000,000 5,393,850 South Carolina Jobs EDA Hospital Revenue, Improvement, Palmetto Health, Refunding, 5.375%, 8/01/22 ................................................................... 6,000,000 6,157,920 -------------- 31,691,050 -------------- TEXAS 3.5% Dallas County Utility and Reclamation District GO, Refunding, Series A, AMBAC Insured, 5.15%, 2/15/21 ........................................... 3,025,000 3,094,031 Series B, AMBAC Insured, 5.15%, 2/15/21 ........................................... 8,025,000 8,208,130 Dallas Waterworks and Sewer System Revenue, Refunding, AMBAC Insured, 4.50%, 10/01/19 .......................................................................... 10,000,000 10,875,400 Dallas-Fort Worth International Airport Revenue, Joint, Refunding, Series A, 5.00%, 11/01/23 .......................................................................... 1,500,000 1,582,395 11/01/24 .......................................................................... 1,000,000 1,049,560 Harris County Hospital District Revenue, senior lien, Refunding, Series A, NATL Insured, 5.00%, 2/15/22 ........................................................... 4,165,000 4,260,545 Houston Hotel Occupancy Tax and Special Revenue, Convention and Entertainment, Series B, AMBAC Insured, 5.00%, 9/01/11 ........................................... 6,000,000 6,281,880 Laredo ISD Public Facility Corp. Lease Revenue, Series C, AMBAC Insured, 5.00%, 8/01/19 ........................................................................... 1,000,000 1,024,890 Port Corpus Christi Nueces County General Revenue, Union Pacific, Refunding, 5.35%, 11/01/10 .......................................................................... 2,500,000 2,515,400 Sabine River Authority PCR, Southwestern Electric Co., Refunding, NATL Insured, 4.95%, 3/01/18 ........................................................................... 15,000,000 14,776,500 Tyler Health Facilities Development Corp. Hospital Revenue, East Texas Medical Center, Refunding and Improvement, Series A, 5.25%, 11/01/22 .......................................................................... 5,000,000 4,895,600 11/01/23 .......................................................................... 5,000,000 4,866,600 -------------- 63,430,931 -------------- UTAH 0.1% Salt Lake County College Revenue, Refunding, 5.00%, 10/01/19 ......................... 2,585,000 2,573,238 -------------- U.S. TERRITORIES 1.3% GUAM 0.2% Guam Government Limited Obligation Revenue, Section 30, Series A, 5.50%, 12/01/18 .......................................................................... 1,540,000 1,667,558 12/01/19 .......................................................................... 1,025,000 1,104,233 -------------- 2,771,791 -------------- PUERTO RICO 1.1% Puerto Rico Commonwealth Infrastructure Financing Authority Special Tax Revenue, Refunding, Series C, AMBAC Insured, 5.50%, 7/01/24 ................................ 10,000,000 10,228,500 Annual Report | 149 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN FEDERAL INTERMEDIATE-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) U.S. TERRITORIES (CONTINUED) PUERTO RICO (CONTINUED) Puerto Rico Electric Power Authority Power Revenue, Refunding, Series SS, NATL Insured, 5.00%, 7/01/24 ........................................................... $ 10,000,000 $ 10,195,900 -------------- 20,424,400 -------------- TOTAL U.S. TERRITORIES ............................................................... 23,196,191 -------------- TOTAL MUNICIPAL BONDS BEFORE SHORT TERM INVESTMENTS (COST $1,670,461,479) ............................................................. 1,734,460,933 -------------- SHORT TERM INVESTMENTS 3.8% MUNICIPAL BONDS 3.8% CONNECTICUT 0.1% (b) Connecticut State Health and Educational Facilities Authority Revenue, Wesleyan University, Series E, Daily VRDN and Put, 0.13%, 7/01/38 .......................... 2,400,000 2,400,000 -------------- MARYLAND 0.9% (b) Maryland State EDC, EDR, U.S. Pharmacopeial, Refunding, Series A, Daily VRDN and Put, 0.16%, 7/01/38 ...................................... 6,400,000 6,400,000 Series B, Daily VRDN and Put, 0.16%, 7/01/38 ...................................... 5,000,000 5,000,000 (b) Maryland State Health and Higher Educational Facilities Authority Revenue, Upper Chesapeake Hospital, Refunding, Series A, Daily VRDN and Put, 0.16%, 1/01/43 ...... 4,390,000 4,390,000 -------------- 15,790,000 -------------- MASSACHUSETTS 0.5% (b) Massachusetts State Health and Educational Facilities Authority Revenue, Baystate Medical Center, Series J-2, Daily VRDN and Put, 0.15%, 7/01/44 ........... 4,600,000 4,600,000 Stonehill College, Series K, Daily VRDN and Put, 0.14%, 7/01/37 ................... 4,800,000 4,800,000 -------------- 9,400,000 -------------- MICHIGAN 0.6% (b) Eastern Michigan University Revenues, General, Refunding, Series A, Daily VRDN and Put, 0.15%, 3/01/49 ............................................................... 6,900,000 6,900,000 (b) Michigan Higher Education Facilities Authority Revenue, Limited Obligation, University of Detroit, Refunding, Daily VRDN and Put, 0.17%, 11/01/36 ............. 3,300,000 3,300,000 -------------- 10,200,000 -------------- MISSOURI 1.3% (b) Missouri Development Finance Board Cultural Facilities Revenue, The Nelson Gallery Foundation, Refunding, Series A, Daily VRDN and Put, 0.14%, 12/01/37 .............. 10,100,000 10,100,000 (b) Missouri State Health and Educational Facilities Authority Educational Facilities Revenue, St. Louis University, Refunding, Series A-1, Daily VRDN and Put, 0.12%, 10/01/35 ........................ 3,300,000 3,300,000 Refunding, Series B-1, Daily VRDN and Put, 0.12%, 10/01/35 ........................ 4,700,000 4,700,000 Series B, Daily VRDN and Put, 0.13%, 10/01/24 ..................................... 5,100,000 5,100,000 -------------- 23,200,000 -------------- 150 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN FEDERAL INTERMEDIATE-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------------------------- ---------------- -------------- SHORT TERM INVESTMENTS (CONTINUED) MUNICIPAL BONDS (CONTINUED) OHIO 0.3% (b) Cuyahoga County Revenue, Cleveland Clinic Health System Obligated Group, Series B, Sub Series B-1, Daily VRDN and Put, 0.12%, 1/01/39 ................................ $ 6,000,000 $ 6,000,000 -------------- OREGON 0.1% (b) Medford Hospital Facilities Authority Revenue, Rogue Valley Manor Project, Daily VRDN and Put, 0.17%, 8/15/37 ...................................................... 800,000 800,000 -------------- TOTAL SHORT TERM INVESTMENTS (COST $67,790,000) ...................................... 67,790,000 -------------- TOTAL INVESTMENTS (COST $1,738,251,479) 100.5% ....................................... 1,802,250,933 OTHER ASSETS, LESS LIABILITIES (0.5)% ................................................ (9,451,370) -------------- NET ASSETS 100.0% .................................................................... $1,792,799,563 ============== See Abbreviations on page 263. (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 | 151 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN FEDERAL LIMITED-TERM TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ------------------------------------------------- CLASS A 2010 2009 2008(a) 2007 2006 - ------- -------- -------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 10.11 $ 9.96 $ 9.93 $ 9.91 $ 9.99 -------- -------- ------- ------- ------- Income from investment operations(b): Net investment income(c) .................... 0.24 0.27 0.31 0.29 0.21 Net realized and unrealized gains (losses) .. 0.25 0.16 0.05 0.02 (0.09) -------- -------- ------- ------- ------- Total from investment operations ............... 0.49 0.43 0.36 0.31 0.12 -------- -------- ------- ------- ------- Less distributions from net investment income .. (0.25) (0.28) (0.33) (0.29) (0.20) -------- -------- ------- ------- ------- Redemption fees(d) ............................. -- --(e) --(e) --(e) --(e) -------- -------- ------- ------- ------- Net asset value, end of year ................... $ 10.35 $ 10.11 $ 9.96 $ 9.93 $ 9.91 ======== ======== ======= ======= ======= Total return(f) ................................ 4.86% 4.33% 3.64% 3.20% 1.23% RATIOS TO AVERAGE NET ASSETS Expenses before waiver and payments by affiliates .................................. 0.92% 1.03% 1.19% 1.16% 1.09% Expenses net of waiver and payments by affiliates .................................. 0.50% 0.53% 0.50% 0.50% 0.50% Net investment income .......................... 2.33% 2.70% 3.12% 2.88% 2.07% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $380,522 $184,887 $43,914 $18,683 $26,005 Portfolio turnover rate ........................ 15.53% 12.69% 18.39% 57.74% 32.42% (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. 152 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 FRANKLIN FEDERAL LIMITED-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE -------------------------------------------------- ---------------- -------------- MUNICIPAL BONDS 75.5% ALABAMA 1.2% Alabama State University Revenue, General Tuition and Fee, Assured Guaranty, 5.00%, 9/01/14 ........................................................................... $ 665,000 $ 744,268 9/01/15 ........................................................................... 700,000 783,979 9/01/16 ........................................................................... 730,000 815,118 East Alabama Health Care Authority Health Care Facilities Revenue, Mandatory Put 9/01/13, Series B, 5.00%, 9/01/33 ................................... 1,000,000 1,039,920 Mandatory Put 9/01/18, Series A, 5.25%, 9/01/36 ................................... 1,000,000 1,007,490 -------------- 4,390,775 -------------- CALIFORNIA 15.2% Alameda-Contra Costa Transit District COP, FHR Computer System Project, 4.00%, 8/01/12 .................................................................... 710,000 749,966 California Health Facilities Financing Authority Revenue, Sutter Health, Series A, 5.00%, 8/15/12 .......................................................... 1,000,000 1,081,610 California State Economic Recovery GO, Series A, 4.00%, 7/01/10 .................................................................... 1,000,000 1,011,780 5.25%, 7/01/13 .................................................................... 200,000 222,528 California State GO, Refunding, 5.00%, 4/01/15 ....................................... 500,000 554,970 California State Public Works Board Lease Revenue, Various Capital Projects, Series G, Sub Series G-1, 5.00%, 10/01/13 ................................................... 10,685,000 11,442,139 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 1,559,340 California Statewide CDA Revenue, CHF-Irvine LLC, UCI East Campus Apartments, Phase II, 5.00%, 5/15/14 .............. 1,000,000 1,067,740 Methodist Hospital of Southern California Project, FHA Insured, 5.50%, 2/01/13 .... 2,430,000 2,643,403 Fontana PFA Lease Revenue, AMBAC Insured, 5.00%, 9/01/14 ............................. 375,000 403,211 Fontana USD, GO, BAN, 4.00%, 12/01/12 .............................................................. 9,000,000 9,316,890 Capital Appreciation, BAN, zero cpn., 12/01/12 .................................... 5,000,000 4,643,950 Hercules RDA Tax Allocation Revenue, Series A, AMBAC Insured, 5.00%, 8/01/14 ......... 1,430,000 1,507,363 Los Angeles CRDA Community Redevelopment Financing Authority Revenue, Bunker Hill Project, Series A, FSA Insured, 5.00%, 12/01/13 ................................... 1,000,000 1,123,070 Lynwood USD, GO, Election of 2002, Series A, FSA Insured, 4.00%, 8/01/10 ............. 100,000 101,352 Northern California Power Agency Public Power Revenue, Hydroelectric Project No. 1, Refunding, Series C, Assured Guaranty, 5.00%, 7/01/15 ............................. 1,000,000 1,142,170 Pacifica COP, AMBAC Insured, 4.50%, 1/01/13 .......................................... 1,050,000 1,127,795 Palo Verde Community College District COP, AMBAC Insured, 5.00%, 1/01/15 ............. 745,000 823,113 Rio Linda Unified Elementary School District, Election of 2002, Series A, FSA Insured, 4.00%, 8/01/10 .................................................................... 100,000 101,540 Roseville City School District GO, TRAN, 3.00%, 9/08/10 .............................. 9,000,000 9,089,460 San Jose RDA Tax Allocation, Series A, 6.125%, 8/01/15 ............................... 3,000,000 3,314,970 Santa Clara County Financing Authority Revenue, El Camino, Series B, AMBAC Insured, 5.00%, 2/01/14 .................................................................... 1,000,000 1,075,560 2/01/15 ........................................................................... 1,025,000 1,111,110 Southern California Public Power Authority Natural Gas Project Revenue, Project No. 1, Series A, 5.00%, 11/01/15 ......................................................... 1,000,000 1,060,030 Annual Report | 153 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN FEDERAL LIMITED-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE -------------------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) CALIFORNIA (CONTINUED) Tustin USD School Facilities ID No. 2002-1 GO, Capital Appreciation, Election of 2002, Series C, FSA Insured, zero cpn., 6/01/18 ......................................... $ 810,000 $ 556,729 West Kern Community College District COP, AMBAC Insured, 4.50%, 11/01/14 ............. 780,000 850,364 -------------- 57,682,153 -------------- COLORADO 0.4% Regional Transportation District COP, Transit Vehicles, Series A, AMBAC Insured, 5.00%, 12/01/15 ................................................................... 1,500,000 1,673,085 -------------- FLORIDA 5.3% Citizens Property Insurance Corp. Revenue, Senior Secured, High-Risk Account, Series A-1, 5.50%, 6/01/17 ............................................................... 5,000,000 5,328,100 6.00%, 6/01/17 .................................................................... 5,000,000 5,481,550 Florida State Hurricane Catastrophe Fund Finance Corp. Revenue, Series A, 4.25%, 7/01/14 ........................................................................... 4,000,000 4,331,480 Miami-Dade County GO, 5.00%, 7/01/12 ................................................. 3,000,000 3,268,830 Miami-Dade County Public Facilities Revenue, Jackson Health System, Assured Guaranty, 4.00%, 6/01/16 .................................................................... 1,580,000 1,630,165 -------------- 20,040,125 -------------- GEORGIA 1.8% Atlanta Water and Wastewater Revenue, Refunding, Series B, FSA Insured, 4.00%, 11/01/15 .......................................................................... 6,390,000 6,802,474 -------------- ILLINOIS 5.4% Chicago Wastewater Transmission Revenue, Series A, BHAC Insured, 5.00%, 1/01/16 .................................................................... 1,425,000 1,619,527 5.50%, 1/01/17 .................................................................... 1,000,000 1,170,770 Illinois State GO, FSA Insured, 5.00%, 9/01/16 ....................................................... 9,000,000 9,910,350 (a) Refunding, FSA Insured, 5.00%, 1/01/16 ............................................ 7,000,000 7,822,500 -------------- 20,523,147 -------------- INDIANA 0.1% Avon Community School Building Corp. Revenue, First Management, AMBAC Insured, 4.25%, 1/15/11 ........................................................................... 520,000 532,262 -------------- KANSAS 0.5% Junction City COP, Radian Insured, 4.00%, 9/01/10 .................................... 310,000 312,638 Junction City GO, Series DU, FSA Insured, 3.00%, 9/01/10 ............................................ 765,000 771,847 Water and Sewer, Refunding, Series DV, FSA Insured, 3.00%, 9/01/10 ................ 630,000 635,695 -------------- 1,720,180 -------------- LOUISIANA 0.1% Louisiana Local Government Environmental Facilities and CDA Revenue, Shreveport Utility System Projects, NATL Insured, 4.00%, 12/01/14 ............................ 500,000 519,245 -------------- MASSACHUSETTS 0.6% Massachusetts State Health and Educational Facilities Authority Revenue, Cape Cod Healthcare Obligation, Assured Guaranty, 4.00%, 11/15/13 .......................................................................... 1,150,000 1,215,159 11/15/15 .......................................................................... 1,000,000 1,045,590 -------------- 2,260,749 -------------- 154 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN FEDERAL LIMITED-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE -------------------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) MICHIGAN 4.5% Charlevoix Public School District GO, School Building and Site, FSA Insured, 3.00%, 5/01/10 ........................................................................... $ 800,000 $ 803,472 5/01/11 ........................................................................... 800,000 824,072 Michigan Municipal Bond Authority Revenue, Local Government, Charter County Wayne, Series B, Assured Guaranty, 5.00%, 11/01/13 ....................................... 4,000,000 4,346,200 Royal Oak Hospital Finance Authority Hospital Revenue, William Beaumont, Refunding, Series W, 5.25%, 8/01/17 .......................................................... 7,000,000 7,349,930 Wyandotte Electric Revenue, Refunding, Assured Guaranty, 5.00%, 10/01/13 ............. 3,355,000 3,671,611 -------------- 16,995,285 -------------- MINNESOTA 2.8% Farmington GO, Improvement, Series B, FSA Insured, 3.50%, 2/01/14 .................... 455,000 492,323 Minneapolis Health Care System Revenue, Fairview Health Services, Series A, 5.00%, 11/15/12 .......................................................................... 1,000,000 1,062,420 Minnesota Agricultural and Economic Development Board Revenue, Health Care Facilities, Essentia, Series C1, Assured Guaranty, 5.00%, 2/15/15 ............................. 1,335,000 1,480,929 Northern Municipal Power Agency Electric System Revenue, Refunding, Series A, Assured Guaranty, 5.00%, 1/01/12 .................................................. 2,000,000 2,119,720 1/01/15 ........................................................................... 5,000,000 5,577,050 -------------- 10,732,442 -------------- MISSISSIPPI 0.4% Mississippi Development Bank Special Obligation Revenue, Jackson Public School District GO Bond Project, FSA Insured, 5.00%, 4/01/11 ........................................................................... 1,000,000 1,040,670 4/01/12 ........................................................................... 500,000 535,555 -------------- 1,576,225 -------------- MISSOURI 1.0% Independence School District Lease COP, Series C, FSA Insured, 3.25%, 3/01/14 ........ 4,000,000 4,000,000 -------------- NEBRASKA 1.2% University of Nebraska Facilities Corp. Lease Rent Revenue, UNMC Health Professions, 5.00%, 8/15/13 .................................................................... 4,000,000 4,410,720 -------------- NEW JERSEY 1.5% Essex County Utilities Authority Solid Waste Revenue, Refunding, Assured Guaranty, 4.00%, 4/01/12 ........................................................................... 2,045,000 2,164,305 4/01/13 ........................................................................... 3,335,000 3,577,521 -------------- 5,741,826 -------------- NEW YORK 8.7% Buffalo GO, General Improvement, Series A, Assured Guaranty, 5.00%, 2/01/11 .......... 1,110,000 1,147,174 Erie County Water Authority Water Revenue, Refunding, 4.00%, 12/01/10 ................ 1,000,000 1,027,410 Monroe County GO, Refunding, Series A, Assured Guaranty, 5.00%, 6/01/11 .............. 2,135,000 2,227,552 New York City IDAR, Capital Appreciation, Yankee Stadium, Pilot, Assured Guaranty, zero cpn., 3/01/14 ................................................................ 5,335,000 4,688,558 New York City Trust for Cultural Resources Revenue, Museum of Modern Art, Refunding, Series 1A, 5.00%, 10/01/10 ........................................................ 500,000 513,020 Annual Report | 155 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN FEDERAL LIMITED-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE -------------------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) NEW YORK (CONTINUED) New York Local Government Assistance Corp. Revenue, senior lien, Refunding, Series A, 5.00%, 4/01/11 .................................................................... $ 300,000 $ 314,958 New York State Dormitory Authority Revenues, Kateri Residence, Refunding, 4.00%, 7/01/10 ....................................... 230,000 230,536 Non-State Supported Debt, Aids Long Term Health Care Facility, Refunding, 5.00%, 11/01/11 ....................................................................... 1,000,000 1,028,240 Non-State Supported Debt, Fordham University, Series B, Assured Guaranty, 3.25%, 7/01/13 ........................................................................ 610,000 646,356 Non-State Supported Debt, Manhattan College, Series B, Radian Insured, 5.00%, 7/01/13 ........................................................................ 840,000 870,123 Non-State Supported Debt, Rochester General Hospital, Refunding, Radian Insured, 5.00%, 12/01/15 ................................................................ 100,000 103,884 Non-State Supported Debt, School District Financing Program, Series A, FSA Insured, 5.00%, 10/01/15 ................................................................ 1,000,000 1,155,290 Non-State Supported Debt, School Districts Financing Program, Series A, Assured Guaranty, 2.00%, 10/01/10 ......................................................... 1,990,000 2,008,248 Non-State Supported Debt, School Districts Financing Program, Series A, Assured Guaranty, 3.75%, 10/01/14 ...................................................... 1,380,000 1,488,261 State Supported Debt, FSA Insured, 5.00%, 2/15/15 ................................. 1,000,000 1,132,130 New York State Environmental Facilities Corp. Special Obligation Revenue, Riverbank State Park, Refunding, CIFG Insured, 5.00%, 4/01/16 ............................... 200,000 228,390 New York State Urban Development Corp. Revenue, Refunding, Series D, 5.00%, 1/01/15 .. 4,000,000 4,506,280 Poughkeepsie Town GO, Public Improvement, Refunding, FSA Insured, 5.00%, 4/15/15 ..... 250,000 287,350 Scarsdale Union Free School District GO, Refunding, 3.25%, 12/01/10 .................. 500,000 511,185 St. Lawrence County IDA Civic Facility Revenue, St. Lawrence University, Series A, 5.00%, 10/01/16 ................................................................... 6,000,000 6,643,380 Suffolk County IDA Civic Facility Revenue, Westhampton Free Associates Library, AMBAC Insured, 3.25%, 6/15/12 ..................................................... 300,000 315,198 Syracuse GO, Public Improvement, Series A, FSA Insured, 3.25%, 6/15/12 ............... 725,000 749,063 Triborough Bridge and Tunnel Authority Revenues, Refunding, Series C, 5.00%, 11/15/12 .......................................................................... 1,000,000 1,109,960 Warren and Washington Counties IDAR, Hudson Falls Recovery, Refunding, Series A, AMBAC Insured, 3.375%, 11/01/10 ................................................... 300,000 304,101 -------------- 33,236,647 -------------- OHIO 4.2% Cleveland Airport System Revenue, Series C, Assured Guaranty, 5.00%, 1/01/16 ......... 5,140,000 5,668,341 Ohio State Department of Administrative Services COP, Administrative Knowledge System, Series A, NATL Insured, 5.25%, 9/01/15 ............................................ 6,205,000 7,017,048 Ohio State Higher Educational Facility Revenue, Otterbein College 2007 Project, CIFG Insured, 4.50%, 12/01/11 .......................................................... 210,000 223,658 Toledo GO, Capital Improvement, Refunding, Assured Guaranty, 3.25%, 12/01/14 ......... 2,860,000 2,987,957 -------------- 15,897,004 -------------- PENNSYLVANIA 0.7% 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 2,818,000 -------------- 156 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN FEDERAL LIMITED-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE -------------------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) SOUTH CAROLINA 2.0% Piedmont Municipal Power Agency Electric Revenue, Refunding, Series A-2, 5.00%, 1/01/15 ........................................................................... $ 4,000,000 $ 4,409,840 Scago Educational Facilities Corp. for Pickens School District Revenue, Pickens County Project, FSA Insured, 5.00%, 12/01/14 ............................................. 3,000,000 3,343,410 -------------- 7,753,250 -------------- TENNESSEE 4.2% (a) Memphis Electric System Revenue, sub. notes, Refunding, 5.00%, 12/01/15 .............. 5,000,000 5,807,100 Sevier County PBA Revenue, Local Government Public Improvement, Series VII-D-1, 5.00%, 6/01/15 .................................................................... 9,000,000 10,246,230 -------------- 16,053,330 -------------- TEXAS 5.4% Brock ISD, GO, Capital Appreciation, zero cpn., 8/15/16 .............................. 460,000 380,586 Dallas-Fort Worth International Airport Revenue, Joint, Refunding, Series A, 5.00%, 11/01/14 .......................................................................... 3,235,000 3,615,824 Gulf Coast Waste Disposal Authority Environmental Facilities Revenue, GO, BP Productions North America, Mandatory Put 9/03/13, Refunding, 2.30%, 1/01/42 ....... 10,000,000 10,155,200 Harris County Hospital District Revenue, senior lien, Refunding, Series A, NATL Insured, 5.00%, 2/15/12 ........................................................... 745,000 783,136 Harris County MTA Lease Revenue COP, Series A, Assured Guaranty, 5.00%, 11/01/11 ..... 2,200,000 2,343,440 Lubbock Educational Facilities Authority Revenue, Lubbock Christian, Refunding and Improvement, 4.50%, 11/01/10 ...................................................... 395,000 397,544 San Antonio Water Revenue, System, Series A, FSA Insured, 5.50%, 5/15/13 ............. 500,000 548,370 Tarrant County Cultural Education Facilities Finance Corp. Revenue, Christus Health, Refunding, Series A, Assured Guaranty, 5.75%, 7/01/18 ............................. 2,000,000 2,191,200 -------------- 20,415,300 -------------- WASHINGTON 3.5% Energy Northwest Electric Revenue, Project 1, Refunding, Series A, 5.00%, 7/01/11 .... 375,000 397,406 Greater Wenatchee Regional Events Center Public Facilities District Revenue, Revenue and Special Tax, BAN, Series A, 5.25%, 12/01/11 ................................... 7,000,000 7,131,390 King County Housing Authority Revenue, Birch Creek Apartments Project, 4.40%, 5/01/18 ........................................................................... 2,290,000 2,388,813 Snohomish County School District No. 2 Everett GO, Refunding, FGIC Insured, 5.00%, 12/01/14 .......................................................................... 250,000 289,425 Washington State Health Care Facilities Authority Revenue, Kadlec Medical Center, Series A, Assured Guaranty, 5.00%, 12/01/10 ................ 1,000,000 1,017,840 MultiCare Health System, Series A, FSA Insured, 4.00%, 8/15/13 .................... 250,000 266,585 MultiCare Health System, Series A, FSA Insured, 4.00%, 8/15/14 .................... 310,000 332,305 MultiCare Health System, Series B, FSA Insured, 4.00%, 8/15/13 .................... 250,000 266,585 MultiCare Health System, Series B, FSA Insured, 4.00%, 8/15/14 .................... 600,000 643,170 MultiCare Health System, Series B, FSA Insured, 4.00%, 8/15/15 .................... 625,000 667,219 -------------- 13,400,738 -------------- WYOMING 0.1% Sweetwater County Improvement Project Powers Board Lease Revenue, NATL Insured, 5.00%, 12/15/10 .......................................................................... 500,000 515,520 -------------- Annual Report | 157 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN FEDERAL LIMITED-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE -------------------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) U.S. TERRITORIES 4.7% GUAM 0.3% Guam Government Limited Obligation Revenue, Section 30, Series A, 5.00%, 12/01/12 .... $ 1,000,000 $ 1,059,590 -------------- PUERTO RICO 4.4% Puerto Rico Commonwealth GO, Public Improvement, FSA Insured, 5.50%, 7/01/15 ......... 5,000,000 5,577,150 Puerto Rico Commonwealth Government Development Bank Revenue, Refunding, NATL Insured, 4.75%, 12/01/15 ..................................................... 5,000,000 5,142,950 Puerto Rico Commonwealth Highway and Transportation Authority Highway Revenue, Refunding, Series X, NATL Insured, 5.50%, 7/01/13 ................................. 580,000 620,821 Puerto Rico Electric Power Authority Power Revenue, Series WW, 5.25%, 7/01/13 ........ 1,000,000 1,095,640 Puerto Rico Industrial Tourist Educational Medical and Environmental Control Facilities Financing Authority Revenue, Ana G. Mendez University System Project, 5.00%, 3/01/11 .................................................................... 545,000 539,021 Puerto Rico Municipal Finance Agency GO, Series A, FSA Insured, 5.75%, 8/01/12 ....... 3,000,000 3,035,250 Puerto Rico PBA Guaranteed Revenue, Mandatory Put 7/01/17, Refunding, AMBAC Insured, 5.50%, 7/01/35 .................................................................... 750,000 773,640 -------------- 16,784,472 -------------- TOTAL U.S. TERRITORIES ............................................................... 17,844,062 -------------- TOTAL MUNICIPAL BONDS BEFORE SHORT TERM INVESTMENTS (COST $279,060,735) .............. 287,534,544 -------------- SHORT TERM INVESTMENTS 25.8% MUNICIPAL BONDS 25.8% CALIFORNIA 0.9% (b) Metropolitan Water District of Southern California Waterworks Revenue, Authorization, Series B, Weekly VRDN and Put, 0.17%, 7/01/28 ..................................... 400,000 400,000 (b) Southern California Public Power Authority Power Project Revenue, Mead-Adelanto Project, Refunding, Series A, Daily VRDN and Put, 0.11%, 7/01/20 .... 600,000 600,000 Mead-Phoenix Project, Refunding, Series A, Daily VRDN and Put, 0.11%, 7/01/20 ..... 2,300,000 2,300,000 -------------- 3,300,000 -------------- COLORADO 6.0% (b) Colorado Educational and Cultural Facilities Authority Revenue, National Jewish Federation Bond Program, Daily VRDN and Put, 0.17%, 2/01/35 ....... 4,300,000 4,300,000 National Jewish Federation Bond Program, Refunding, Series A-8, Daily VRDN and Put, 0.17%, 9/01/35 ................................................................. 4,100,000 4,100,000 National Jewish Federation Bond Program, Refunding, Series D-1, Daily VRDN and Put, 0.17%, 7/01/36 ................................................................. 2,200,000 2,200,000 National Jewish Federation Bond Program, Series A-7, Daily VRDN and Put, 0.17%, 7/01/29 ........................................................................ 3,000,000 3,000,000 National Jewish Federation Bond Program, Series A-10, Daily VRDN and Put, 0.16%, 9/01/37 ........................................................................ 4,145,000 4,145,000 National Jewish Federation Bond Program, Series A-11, Daily VRDN and Put, 0.17%, 8/01/27 ........................................................................ 1,325,000 1,325,000 YMCA Rockies Project, Refunding, Daily VRDN and Put, 0.16%, 10/01/38 .............. 3,900,000 3,900,000 -------------- 22,970,000 -------------- 158 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN FEDERAL LIMITED-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE -------------------------------------------------- ---------------- -------------- SHORT TERM INVESTMENTS (CONTINUED) MUNICIPAL BONDS (CONTINUED) FLORIDA 0.3% (b) Broward County Educational Facilities Authority Revenue, Educational Facilities, Nova Southeastern University, Refunding, Series C, Daily VRDN and Put, 0.13%, 4/01/24............................................................................ $ 800,000 $ 800,000 (b) Jacksonville Health Facilities Authority Hospital Revenue, Baptist Medical Center, Daily VRDN and Put, 0.16%, 8/15/34................................................. 500,000 500,000 -------------- 1,300,000 -------------- KENTUCKY 1.7% (b) Christian County Assn. of County Leasing Trust Lease Program Revenue, Refunding, Series A, Daily VRDN and Put, 0.14%, 4/01/37....................................... 2,345,000 2,345,000 (b) Lexington-Fayette Urban County Airport Board General Airport Revenue, Refunding, Series B, Daily VRDN and Put, 0.14%, 7/01/38....................................... 3,100,000 3,100,000 (b) Shelby County Lease Revenue, Series A, Daily VRDN and Put, 0.14%, 9/01/34............. 1,000,000 1,000,000 -------------- 6,445,000 -------------- MARYLAND 0.9% (b) Maryland State EDC, EDR, U.S. Pharmacopeial, Refunding, Series B, Daily VRDN and Put, 0.16%, 7/01/38..................................................................... 2,800,000 2,800,000 (b) Maryland State Health and Higher Educational Facilities Authority Revenue, Upper Chesapeake Hospital, Refunding, Series A, Daily VRDN and Put, 0.16%, 1/01/43....... 700,000 700,000 -------------- 3,500,000 -------------- MASSACHUSETTS 4.7% (b) Massachusetts State Health and Educational Facilities Authority Revenue, Harvard University, Refunding, Series R, Daily VRDN and Put, 0.09%, 11/01/49....... 800,000 800,000 Museum of Fine Arts, Series A-1, Daily VRDN and Put, 0.14%, 12/01/37............... 4,200,000 4,200,000 Museum of Fine Arts, Series A-2, Daily VRDN and Put, 0.12%, 12/01/37............... 3,100,000 3,100,000 Tufts University, Refunding, Series N-1, Daily VRDN and Put, 0.12%, 8/15/40........ 5,000,000 5,000,000 Tufts University, Refunding, Series N-2, Daily VRDN and Put, 0.09%, 8/15/34........ 4,600,000 4,600,000 -------------- 17,700,000 -------------- MICHIGAN 1.5% (b) Eastern Michigan University Revenues, General, Refunding, Series A, Daily VRDN and Put, 0.15%, 3/01/49................................................................ 5,200,000 5,200,000 (b) Michigan Higher Education Facilities Authority Revenue, Limited Obligation, University of Detroit, Refunding, Daily VRDN and Put, 0.17%, 11/01/36.............. 300,000 300,000 -------------- 5,500,000 -------------- MISSOURI 2.1% (b) Missouri Development Finance Board Cultural Facilities Revenue, The Nelson Gallery Foundation, Refunding, Series A, Daily VRDN and Put, 0.14%, 12/01/37............... 4,100,000 4,100,000 (b) Missouri State Health and Educational Facilities Authority Educational Facilities Revenue, St. Louis University, Refunding, Series B-1, Daily VRDN and Put, 0.12%, 10/01/35 .......................................................................... 4,015,000 4,015,000 -------------- 8,115,000 -------------- Annual Report | 159 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN FEDERAL LIMITED-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE -------------------------------------------------- ---------------- -------------- SHORT TERM INVESTMENTS (CONTINUED) MUNICIPAL BONDS (CONTINUED) NEW HAMPSHIRE 2.4% (b) New Hampshire Health and Education Facilities Authority Revenue, Dartmouth College, Refunding, Series A, Daily VRDN and Put, 0.15%, 6/01/31 ...................................... $ 4,500,000 $ 4,500,000 Series B, Daily VRDN and Put, 0.15%, 6/01/41 ...................................... 4,800,000 4,800,000 -------------- 9,300,000 -------------- NEW JERSEY 1.7% (b) New Jersey EDA School Revenue, School Facilities Construction, Series R, Sub Series R-1, Daily VRDN and Put, 0.11%, 9/01/31 ........................................... 6,600,000 6,600,000 -------------- NORTH CAROLINA 2.0% (b) Charlotte COP, Central Yard Project, Series A, Weekly VRDN and Put, 0.20%, 3/01/25 ... 1,500,000 1,500,000 (b) North Carolina Medical Care Commission Health Care Facilities Revenue, Wake Forest University, Refunding, Series D, Daily VRDN and Put, 0.14%, 7/01/34 ............... 5,900,000 5,900,000 -------------- 7,400,000 -------------- OHIO 0.5% (b) Allen County Hospital Facilities Revenue, Catholic Healthcare, Series B, Daily VRDN and Put, 0.14%, 10/01/31 .......................................................... 2,000,000 2,000,000 -------------- TEXAS 0.9% (b) Tarrant County Cultural Education Facilities Finance Corp. Revenue, Texas Health Resources, Refunding, Series C, Daily VRDN and Put, 0.12%, 11/15/33 ..................................... 1,560,000 1,560,000 Series D, Daily VRDN and Put, 0.12%, 11/15/19 ..................................... 1,800,000 1,800,000 -------------- 3,360,000 -------------- U.S. TERRITORIES 0.2% PUERTO RICO 0.2% (b) Puerto Rico Commonwealth GO, Public Improvement, Refunding, Series B, Daily VRDN and Put, 0.12%, 7/01/32 ............................................................... 600,000 600,000 -------------- TOTAL SHORT TERM INVESTMENTS (COST $98,090,000) ...................................... 98,090,000 -------------- TOTAL INVESTMENTS (COST $377,150,735) 101.3% ......................................... 385,624,544 OTHER ASSETS, LESS LIABILITIES (1.3)% ................................................ (5,102,926) -------------- NET ASSETS 100.0% .................................................................... $ 380,521,618 ============== See Abbreviations on page 263. (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. 160 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN HIGH YIELD TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, --------------------------------------------------------------- CLASS A 2010 2009 2008(a) 2007 2006 - ------- ---------- ---------- ---------- ---------- ---------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............... $ 8.75 $ 9.98 $ 11.04 $ 10.83 $ 10.81 ---------- ---------- ---------- ---------- ---------- Income from investment operations(b): Net investment income(c) ...................... 0.54 0.55 0.53 0.54 0.55 Net realized and unrealized gains (losses) .... 1.25 (1.24) (1.06) 0.20 0.03 ---------- ---------- ---------- ---------- ---------- Total from investment operations ................. 1.79 (0.69) (0.53) 0.74 0.58 ---------- ---------- ---------- ---------- ---------- Less distributions from net investment income ........................................ (0.55) (0.54) (0.53) (0.53) (0.56) ---------- ---------- ---------- ---------- ---------- Redemption fees(d) ............................... -- --(e) --(e) --(e) --(e) ---------- ---------- ---------- ---------- ---------- Net asset value, end of year ..................... $ 9.99 $ 8.75 $ 9.98 $ 11.04 $ 10.83 ========== ========== ========== ========== ========== Total return(f) .................................. 20.96% (7.09)% (5.03)% 6.99% 5.45% RATIOS TO AVERAGE NET ASSETS Expenses ......................................... 0.63% 0.63% 0.62% 0.62% 0.63% Net investment income ............................ 5.66% 5.77% 4.98% 4.97% 5.11% SUPPLEMENTAL DATA Net assets, end of year (000's) .................. $5,477,710 $4,255,784 $4,784,743 $5,329,032 $5,070,599 Portfolio turnover rate .......................... 8.58% 19.10% 20.10% 10.90% 11.63% (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 | 161 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ----------------------------------------------------- CLASS B 2010 2009 2008(a) 2007 2006 - ------- ------- ------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............... $ 8.81 $ 10.05 $ 11.11 $ 10.90 $ 10.87 ------- ------- -------- -------- -------- Income from investment operations(b): Net investment income(c) ...................... 0.49 0.50 0.48 0.48 0.50 Net realized and unrealized gains (losses) .... 1.26 (1.25) (1.07) 0.20 0.03 ------- ------- -------- -------- -------- Total from investment operations ................. 1.75 (0.75) (0.59) 0.68 0.53 ------- ------- -------- -------- -------- Less distributions from net investment income .... (0.50) (0.49) (0.47) (0.47) (0.50) ------- ------- -------- -------- -------- Redemption fees(d) ............................... -- --(e) --(e) --(e) --(e) ------- ------- -------- -------- -------- Net asset value, end of year ..................... $ 10.06 $ 8.81 $ 10.05 $ 11.11 $ 10.90 ======= ======= ======== ======== ======== Total return(f) .................................. 20.29% (7.66)% (5.53)% 6.36% 4.93% RATIOS TO AVERAGE NET ASSETS Expenses ......................................... 1.18% 1.18% 1.17% 1.17% 1.18% Net investment income ............................ 5.11% 5.22% 4.43% 4.42% 4.56% SUPPLEMENTAL DATA Net assets, end of year (000's) .................. $68,463 $87,208 $139,855 $215,121 $240,628 Portfolio turnover rate .......................... 8.58% 19.10% 20.10% 10.90% 11.63% (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. 162 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, --------------------------------------------------------- CLASS C 2010 2009 2008(a) 2007 2006 - ------- ---------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............... $ 8.86 $ 10.10 $ 11.16 $ 10.95 $ 10.91 ---------- -------- -------- -------- -------- Income from investment operations(b): Net investment income(c) ...................... 0.49 0.50 0.48 0.49 0.50 Net realized and unrealized gains (losses) .... 1.27 (1.25) (1.07) 0.19 0.03 ---------- -------- -------- -------- -------- Total from investment operations ................. 1.76 (0.75) (0.59) 0.68 0.53 ---------- -------- -------- -------- -------- Less distributions from net investment income .... (0.50) (0.49) (0.47) (0.47) (0.49) ---------- -------- -------- -------- -------- Redemption fees(d) ............................... -- --(e) --(e) --(e) --(e) ---------- -------- -------- -------- -------- Net asset value, end of year ..................... $ 10.12 $ 8.86 $ 10.10 $ 11.16 $ 10.95 ========== ======== ======== ======== ======== Total return(f) .................................. 20.28% (7.62)% (5.51)% 6.34% 5.00% RATIOS TO AVERAGE NET ASSETS Expenses ......................................... 1.18% 1.18% 1.17% 1.17% 1.18% Net investment income ............................ 5.11% 5.22% 4.43% 4.42% 4.56% SUPPLEMENTAL DATA Net assets, end of year (000's) .................. $1,002,985 $663,766 $697,697 $761,994 $695,270 Portfolio turnover rate .......................... 8.58% 19.10% 20.10% 10.90% 11.63% (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 | 163 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ----------------------------------------------------- ADVISOR CLASS 2010 2009 2008(a) 2007 2006(b) - ------------- -------- -------- -------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............... $ 8.77 $ 10.00 $ 11.06 $ 10.85 $10.76 -------- -------- -------- ------- ------ Income from investment operations(c): Net investment income(d) ...................... 0.55 0.56 0.55 0.55 0.10 Net realized and unrealized gains (losses) .... 1.26 (1.24) (1.07) 0.20 0.04 -------- -------- -------- ------- ------ Total from investment operations ................. 1.81 (0.68) (0.52) 0.75 0.14 -------- -------- -------- ------- ------ Less distributions from net investment income .... (0.56) (0.55) (0.54) (0.54) (0.05) -------- -------- -------- ------- ------ Redemption fees(e) ............................... -- --(f) --(f) --(f) --(f) -------- -------- -------- ------- ------ Net asset value, end of year ..................... $ 10.02 $ 8.77 $ 10.00 $ 11.06 $10.85 ======== ======== ======== ======= ====== Total return(g) .................................. 21.14% (6.99)% (4.94)% 7.08% 1.34% RATIOS TO AVERAGE NET ASSETS(h) Expenses ......................................... 0.53% 0.53% 0.52% 0.52% 0.53% Net investment income ............................ 5.76% 5.87% 5.08% 5.07% 5.21% SUPPLEMENTAL DATA Net assets, end of year (000's) .................. $621,454 $170,562 $143,331 $53,127 $ 471 Portfolio turnover rate .......................... 8.58% 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) Effective September 1, 2008, the redemption fee was eliminated. (f) Amount rounds to less than $0.01 per share. (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. 164 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS 94.3% ALABAMA 0.5% Camden IDB Exempt Facilities Revenue, Weyerhaeuser, Series A, Pre-Refunded, 6.125%, 12/01/24 .......................................... $ 3,000,000 $ 3,551,460 Series B, Pre-Refunded, 6.375%, 12/01/24 .......................................... 1,750,000 2,021,390 Courtland IDBR, Environmental Improvement Revenue, International Paper Co. Refunding, Series B, 6.25%, 8/01/25 .......................................................... 2,500,000 2,518,850 Cullman County Health Care Authority GO, Refunding, 7.00%, 2/01/36 ................... 7,500,000 7,734,750 Oneonta Eastern Health Systems Special Care Facilities Financing Authority GO, Pre-Refunded, 7.75%, 7/01/21 ...................................................... 8,970,000 9,149,400 Phenix City IDB Environmental Improvement Revenue, MeadWestvaco-Mead Coated Board Project, Refunding, Series B, 6.10%, 5/15/30 ...................................... 5,800,000 5,799,362 Prattville IDB Environmental Improvement Revenue, International Paper Co. Projects, Series A, 9.25%, 3/01/33 .......................................................... 5,500,000 6,815,325 -------------- 37,590,537 -------------- ALASKA 0.1% Alaska Industrial Development and Export Authority Power Revenue, Upper Lynn Canal Regional Power, 5.70%, 1/01/12 .................................................................... 740,000 740,466 5.80%, 1/01/18 .................................................................... 1,495,000 1,480,992 5.875%, 1/01/32 ................................................................... 5,730,000 5,137,002 -------------- 7,358,460 -------------- ARIZONA 4.9% Apache County IDA, IDR, Tucson Electric Power Co. Project, Refunding, Series C, 5.85%, 3/01/26 ....... 16,500,000 16,532,505 PCR, Tucson Electric Power Co. Project, Refunding, Series A, 5.85%, 3/01/28 ....... 53,150,000 53,223,878 PCR, Tucson Electric Power Co. Project, Refunding, Series B, 5.875%, 3/01/33 ...... 33,800,000 33,805,408 Arizona Health Facilities Authority Hospital System Revenue, John C. Lincoln Health Network, Pre-Refunded, 6.375%, 12/01/37 ........................................... 2,500,000 2,885,675 Arizona Health Facilities Authority Revenue, Catholic Healthcare West, Series A, 6.625%, 7/01/20 ................................................................... 3,940,000 4,062,140 Arizona State COP, Department Administration, Series A, FSA Insured, 5.25%, 10/01/21 .......................................................................... 26,695,000 29,039,355 Casa Grande IDA Hospital Revenue, Casa Grande Regional Medical Center, Series A, 7.25%, 12/01/32 ................................................................... 14,500,000 13,394,810 Coconino County PCC Revenue, Tucson Electric Power Navajo, Refunding, Series A, 7.125%, 10/01/32 .................................................................. 21,125,000 21,130,915 Downtown Phoenix Hotel Corp. Revenue, sub. bond, Series B, NATL Insured, 5.00%, 7/01/36 ........................................................................... 10,000,000 9,334,200 Maricopa County IDA Health Facility Revenue, Catholic Healthcare West, Refunding, Series A, 5.50%, 7/01/26 ..................... 7,500,000 7,684,800 Catholic Healthcare West Project, Refunding, Series A, ACA Insured, 5.00%, 7/01/16 ........................................................................ 4,875,000 4,891,526 Maricopa County PCC, PCR, El Paso Electric Co. Project, Series A, 7.25%, 4/01/40 ............................ 20,000,000 22,734,200 Public Service Co. of Colorado, Refunding, Series A, 5.75%, 11/01/22 .............. 14,300,000 14,312,584 Various, Public Service Co., Palo Verde, Refunding, Series A, 6.25%, 1/01/38 ...... 15,000,000 15,486,900 Navajo County Pollution Control Corp. Revenue, Mandatory Put 6/01/16, Series D, 5.75%, 6/01/34 ........................................................................... 10,750,000 11,217,947 Phoenix Civic Improvement Corp. Airport Revenue, senior lien, Series A, 5.00%, 7/01/38 ........................................................................... 15,000,000 15,019,200 Annual Report | 165 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) ARIZONA (CONTINUED) Pima County IDAR, Industrial Development, Tucson Electric Power Co., Series A, 6.375%, 9/01/29 ...... $ 35,000,000 $ 35,718,900 Tucson Electric Power Co. Project, Series A, 6.10%, 9/01/25 ....................... 10,140,000 10,109,783 Salt Verde Financial Corp. Senior Gas Revenue, 5.00%, 12/01/37 ....................... 10,000,000 8,559,500 University Medical Center Corp. Hospital Revenue, 6.00%, 7/01/24 .................................................................... 250,000 271,153 6.25%, 7/01/29 .................................................................... 1,000,000 1,075,980 5.00%, 7/01/35 .................................................................... 10,175,000 9,402,311 6.50%, 7/01/39 .................................................................... 1,500,000 1,605,900 Yuma County IDA Water and Sewer Exempt Facility Revenue, Water and Sewer, Refunding, Series A, 6.375%, 12/01/37 ........................................................ 15,500,000 13,004,810 -------------- 354,504,380 -------------- ARKANSAS 0.3% Arkansas State Development Finance Authority Industrial Facilities Revenue, Potlatch Corp. Projects, Series A, 7.75%, 8/01/25 .......................................... 3,800,000 3,862,320 Baxter County IDR, Aeroquip Corp. Project, Refunding, 5.80%, 10/01/13 ................ 2,400,000 2,618,040 Calhoun County Solid Waste Disposal Revenue, Georgia-Pacific Corp. Project, 6.375%, 11/01/26 .......................................................................... 10,000,000 9,872,800 Warren Solid Waste Disposal Revenue, Potlatch Corp. Project, 7.00%, 4/01/12 .......... 3,150,000 3,194,541 -------------- 19,547,701 -------------- CALIFORNIA 17.8% ABAG 1915 Act Special Assessment, Windemere Ranch AD, 1999-1, Pre-Refunded, 6.375%, 9/02/32 ........................................................................... 9,735,000 10,811,594 Aliso Viejo CFD No. 2005-01 Special Tax, Glenwood at Aliso Viejo, 6.00%, 9/01/38 ..... 5,200,000 4,356,248 Anaheim PFAR, Refunding, Series A-2, NATL Insured, 4.75%, 9/01/29 .................... 24,000,000 22,941,360 Azusa Special Tax, Escrow, CFD No. 2005-1, Improvement Area 1, 5.00%, 9/01/37 ........ 5,465,000 3,438,851 Bay Area Toll Authority Toll Bridge Revenue, San Francisco Bay Area, Refunding, Series F, 5.00%, 4/01/31 .......................................................... 35,200,000 35,714,272 Beaumont Financing Authority Local Agency Revenue, Improvement Area No. 19C, Series A, 5.35%, 9/01/36 .................................................................... 3,680,000 2,875,994 Beaumont PFAR, Sewer Enterprise Project, Series A, Pre-Refunded, 6.90%, 9/01/23 ...... 3,970,000 4,797,983 Calabasas Special Tax, CFD No. 01-1, Refunding, 6.25%, 9/01/31 ....................... 5,780,000 6,398,229 California County Tobacco Securitization Agency Tobacco Revenue, Asset-Backed, Alameda County, 5.875%, 6/01/35 ........................................................... 3,700,000 3,182,370 California Health Facilities Financing Authority Revenue, Children's Hospital of Orange County, Series A, 6.50%, 11/01/24 ................... 5,000,000 5,528,350 Children's Hospital of Orange County, Series A, 6.50%, 11/01/38 ................... 8,000,000 8,524,720 Marshall Medical Center, Series A, California Mortgage Insured, 5.00%, 11/01/24 ... 2,295,000 2,252,772 Marshall Medical Center, Series A, California Mortgage Insured, 5.00%, 11/01/29 ... 2,220,000 1,983,903 Marshall Medical Center, Series A, California Mortgage Insured, 5.00%, 11/01/33 ... 3,130,000 2,684,507 California HFAR, Home Mortgage, Series K, 4.70%, 8/01/31 ............................. 20,000,000 16,489,800 California Infrastructure and Economic Development Bank Revenue, Bay Area Toll Bridges, first lien, Series A, AMBAC Insured, Pre-Refunded, 5.00%, 7/01/33 ........................................................................ 67,115,000 78,522,537 Department of Social Services Administration Building, AMBAC Insured, 5.00%, 12/01/30 ....................................................................... 10,300,000 10,800,271 Department of Social Services Administration Building, AMBAC Insured, 5.00%, 12/01/35 ....................................................................... 5,000,000 5,159,600 166 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) CALIFORNIA (CONTINUED) California Municipal Finance Authority Revenue, Harbor Regional Center Project, 8.50%, 11/01/39 .......................................................................... $ 5,000,000 $ 5,054,700 California PCFA Solid Waste Disposal Revenue, Keller Canyon Landfill Co. Project, 6.875%, 11/01/27 .................................................................. 10,000,000 10,011,100 California State Economic Recovery GO, Refunding, Series A, 5.25%, 7/01/21 .......................................................... 25,000,000 27,740,500 Series A, 5.00%, 7/01/22 .......................................................... 10,620,000 11,262,829 California State GO, Refunding, 5.25%, 4/01/30 ......................................................... 50,000 49,025 Refunding, 5.25%, 4/01/32 ......................................................... 40,000 38,482 Various Purpose, 6.00%, 4/01/38 ................................................... 28,725,000 29,614,900 Various Purpose, Refunding, 5.00%, 6/01/31 ........................................ 22,000,000 20,494,320 California State Public Works Board Lease Revenue, Trustees of California State University, Series J, 6.00%, 11/01/34 ................ 13,105,000 13,412,312 Trustees of California State University, Series J, 6.00%, 11/01/29 ................ 7,365,000 7,704,895 California Statewide CDA Revenue, American Baptist Homes West, Refunding, 6.00%, 10/01/29 ........................... 3,125,000 3,057,969 American Baptist Homes West, Refunding, 6.25%, 10/01/39 ........................... 5,000,000 4,907,200 Elder Care Alliance, Series A, Pre-Refunded, 8.25%, 11/15/32 ...................... 13,090,000 15,925,818 Eskaton Village Grass Valley, Pre-Refunded, 8.25%, 11/15/31 ....................... 2,900,000 3,085,165 Monterey Institute International, 5.50%, 7/01/31 .................................. 13,240,000 13,996,931 Prospect Sierra School, Pre-Refunded, 6.75%, 9/01/32 .............................. 6,230,000 6,540,815 St. Joseph Health System, Series B, FGIC Insured, 5.75%, 7/01/47 .................. 5,000,000 5,159,700 St. Joseph Health System, Series E, FSA Insured, 5.25%, 7/01/47 ................... 10,000,000 9,999,200 Sutter Health, Refunding, Series A, 5.00%, 11/15/43 ............................... 25,000,000 22,988,250 Thomas Jefferson School of Law, Series A, 7.25%, 10/01/38 ......................... 11,730,000 11,999,203 California Statewide CDA Special Tax Revenue, CFD 2007-1, Orinda, 6.00%, 9/01/37 ..... 10,000,000 8,425,900 Chabot-Las Positas Community College District GO, Capital Appreciation Bonds, Series C, AMBAC Insured, zero cpn., 8/01/33 ........................................................................... 21,015,000 4,616,155 8/01/34 ........................................................................... 10,000,000 2,030,000 8/01/43 ........................................................................... 31,515,000 3,352,881 8/01/45 ........................................................................... 34,035,000 3,133,943 Chino CFD Special Tax, No. 03-3, Improvement Area 2, 5.00%, 9/01/36 .................. 2,215,000 1,599,385 Chula Vista CFD Special Tax, No. 07-I, Otay Ranch Village Eleven, 5.875%, 9/01/34 .............................. 3,050,000 2,619,035 No. 13-I, Otay Ranch Village Seven, 5.35%, 9/01/36 ................................ 2,600,000 1,853,072 No. 99-1, Otay Ranch SPA One, Pre-Refunded, 6.10%, 9/01/31 ........................ 4,890,000 5,121,884 Corona COP, Corona Community Hospital Project, Pre-Refunded, 9.425%, 9/01/20 ......... 7,720,000 7,931,682 El Dorado County CFD Special Tax, Community Facilities District No. 2001-1, Promontory Specific Plan, 6.30%, 9/01/31 ..................................................... 3,500,000 3,200,820 Emeryville RDA, MFHR, Emery Bay Apartments II, Series A, Pre-Refunded, 5.85%, 10/01/28 ........................................... 12,290,000 12,689,548 sub. lien, Series C, Pre-Refunded, 7.875%, 10/01/28 ............................... 1,735,000 1,809,015 Foothill/Eastern Corridor Agency Toll Road Revenue, Capital Appreciation, Refunding, 5.85%, 1/15/23 .................................................................... 35,000,000 35,499,450 zero cpn., 1/15/22 ................................................................ 49,115,000 23,391,019 zero cpn., 1/15/31 ................................................................ 4,000,000 967,280 zero cpn., 1/15/34 ................................................................ 4,500,000 871,065 zero cpn., 1/15/36 ................................................................ 4,000,000 646,680 Annual Report | 167 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) CALIFORNIA (CONTINUED) Fullerton CFD No. 1 Special Tax, Amerige Heights, 6.20%, 9/01/32 ..................... $ 3,500,000 $ 3,376,765 Golden State Tobacco Securitization Corp. Tobacco Settlement Revenue, Asset-Backed, Senior Series A-1, 5.75%, 6/01/47 ................................... 10,000,000 7,346,600 Asset-Backed, Series A-3, Pre-Refunded, 7.875%, 6/01/42 ........................... 10,000,000 12,121,100 Enhanced, Asset-Backed, Refunding, Series A, 5.00%, 6/01/45 ....................... 30,750,000 25,893,960 Enhanced, Series A, AMBAC Insured, 5.00%, 6/01/45 ................................. 13,250,000 10,983,190 Jurupa Community Services District Special Tax, CFD No. 29, Series A, 8.625%, 9/01/39 ........................................................................... 1,100,000 1,136,784 Lake Elsinore 1915 Act Special Assessment, AD No. 93-1, Limited Obligation, Refunding, 7.00%, 9/02/30 .................................................................... 7,560,000 7,578,749 Lee Lake Water District CFD No. 3 Special Tax, Retreat, 5.95%, 9/01/34 ............... 5,000,000 4,200,250 Livermore CFD Special Tax, No. 06-1, Shea Properties, 5.40%, 9/01/36 ................. 6,595,000 5,116,335 Los Angeles MFR, Refunding, Series J-1B, 7.125%, 1/01/24 ...................................................... 100,000 91,266 Series J-1C, 7.125%, 1/01/24 ...................................................... 335,000 305,741 Series J-2B, 8.50%, 1/01/24 ....................................................... 520,000 473,278 (a) Series J-2C, 8.50%, 1/01/24 ....................................................... 1,400,000 1,274,210 Los Angeles Regional Airports Improvement Corp. Lease Revenue, Facilities Sublease, Delta Air Lines Inc., Los Angeles International Airport, Refunding, 6.35%, 11/01/25 .......................................................................... 12,000,000 11,350,800 (b) Los Angeles USD, GO, Series KRY, 5.25%, 7/01/34 ...................................... 30,000,000 31,037,700 Los Angeles Wastewater System Revenue, Refunding, Series A, NATL Insured, 5.00%, 6/01/30 ........................................................................... 7,530,000 7,778,189 M-S-R Energy Authority Gas Revenue, Series B, 6.125%, 11/01/29 ........................................................ 30,505,000 31,187,092 Series B, 7.00%, 11/01/34 ......................................................... 20,000,000 22,471,600 Series C, 6.50%, 11/01/39 ......................................................... 20,000,000 21,145,600 Murrieta 1915 Act Special Tax, CFD No. 2000-1, 6.375%, 9/01/30 ....................... 4,000,000 3,895,280 Poway USD Special Tax, CFD No. 10, Area A, 6.10%, 9/01/31 ................................................ 1,995,000 1,901,055 CFD No. 11, Area A, 5.375%, 9/01/28 ............................................... 2,965,000 2,691,923 CFD No. 11, Area A, 5.375%, 9/01/34 ............................................... 2,235,000 1,895,168 CFD No. 14, Del Sur, 5.25%, 9/01/36 ............................................... 7,500,000 5,773,275 Rocklin Special Tax, CFD No. 10, Whitney, 5.00%, 9/01/35 ............................. 7,315,000 5,380,695 Romoland School District Special Tax, CFD 1, Improvement Area 1, 5.35%, 9/01/28 ................................................ 7,015,000 6,400,135 Improvement Area 1, 5.40%, 9/01/36 ................................................ 6,175,000 5,185,888 Improvement Area 2, 5.35%, 9/01/38 ................................................ 7,900,000 5,583,088 Roseville Special Tax, CFD No. 1, Westpark, 5.25%, 9/01/25 ........................... 1,550,000 1,343,447 San Francisco City and County COP, Multiple Capital Improvement Projects, Series A, 5.00%, 4/01/29 .................................................................... 10,000,000 9,926,700 San Francisco City and County RDA Lease Revenue, George R. Moscone Center, zero cpn., 7/01/10 ........................................................................... 4,500,000 4,492,215 7/01/12 ........................................................................... 4,500,000 4,305,240 7/01/13 ........................................................................... 4,250,000 3,939,877 7/01/14 ........................................................................... 2,250,000 2,000,857 San Francisco Uptown Parking Corp. Parking Revenue, Union Square, NATL Insured, 6.00%, 7/01/31 ........................................................................... 8,920,000 9,261,636 168 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE - ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) CALIFORNIA (CONTINUED) San Joaquin Hills Transportation Corridor Agency Toll Road Revenue, Capital Appreciation, Refunding, Series A, 5.60%, 1/15/16 ......................... $ 22,500,000 $ 22,971,375 Capital Appreciation, Refunding, Series A, 5.65%, 1/15/17 ......................... 20,000,000 20,267,200 Capital Appreciation, Refunding, Series A, 5.75%, 1/15/23 ......................... 20,000,000 19,432,400 Capital Appreciation, Refunding, Series A, 5.75%, 1/15/24 ......................... 20,000,000 19,295,200 junior lien, ETM, zero cpn., 1/01/12 .............................................. 30,100,000 29,545,558 junior lien, ETM, zero cpn., 1/01/24 .............................................. 52,700,000 30,311,986 junior lien, ETM, zero cpn., 1/01/25 .............................................. 45,200,000 24,546,764 junior lien, ETM, zero cpn., 1/01/26 .............................................. 131,900,000 67,474,764 junior lien, ETM, zero cpn., 1/01/27 .............................................. 139,100,000 66,653,938 senior lien, 5.00%, 1/01/33 ....................................................... 26,930,000 21,936,101 Santa Clara County GO, 5.00%, 8/01/34 ................................................ 25,000,000 26,184,000 Saugus USD Special Tax, 6.00%, 9/01/33 ............................................... 3,150,000 2,957,976 Seal Beach CFD No. 05-01 Special Tax, Pacific Gateway Business Center, 5.30%, 9/01/36 ........................................................................... 2,000,000 1,555,160 South Bayside Waste management Authority Solid Waste Enterprise Revenue, Shoreway Environmental, Series A, 6.00%, 9/01/36 ........................................... 7,740,000 7,994,336 Stockton 1915 Act Special Assessment, Limited Obligation, Mosher AD No. 2003-2, 6.30%, 9/02/33 ........................................................................... 6,000,000 5,758,980 Stockton PFA Lease Revenue, Capital Improvement Projects, Series A, 6.75%, 9/01/29 .................................................................... 15,905,000 16,172,045 7.00%, 9/01/38 .................................................................... 12,175,000 12,488,628 Stockton Special Tax, Spanos Park West CFD No. 2001-1, Pre-Refunded, 6.375%, 9/01/32 ........................................................................... 4,100,000 4,744,889 Tustin CFD No. 06-01 Special Tax, Legacy/Columbus, Series A, 6.00%, 9/01/36 .......... 20,000,000 17,155,200 Upland CFD No. 2003-2 Special Tax, San Antonio, Improvement Area 1, Series A, 6.00%, 9/01/34 ........................................................................... 6,520,000 5,984,578 West Sacramento Special Tax, CFD No. 16, Pre-Refunded, 6.00%, 9/01/33 ................ 3,000,000 3,297,720 -------------- 1,274,839,975 -------------- COLORADO 3.9% Arkansas River Power Authority Power Revenue, Improvement, 6.00%, 10/01/40 ........... 10,000,000 10,059,300 Colorado Health Facilities Authority Revenue, Hospital, Refunding, Series C, FSA Insured, 5.25%, 3/01/40 ........................................................... 20,000,000 20,000,000 Denver City and County Airport Revenue, Series D, 7.75%, 11/15/13 .................... 370,000 409,879 Denver City and County Special Facilities Airport Revenue, United Airlines Project, Refunding, Series A, 5.25%, 10/01/32 .............................................. 27,365,000 20,735,008 Denver Convention Center Hotel Authority Revenue, Refunding, senior bond, XLCA Insured, 5.00%, 12/01/30 .......................................................................... 15,000,000 13,102,350 12/01/35 .......................................................................... 15,000,000 12,580,200 Denver Health and Hospital Authority Healthcare Revenue, Series A, Pre-Refunded, 6.25%, 12/01/33 ................................................................... 4,000,000 4,870,280 E-470 Public Highway Authority Revenue, Capital Appreciation, Refunding, Series B, NATL Insured, zero cpn., 9/01/37 ............................. 15,720,000 2,327,189 Refunding, Series B, NATL Insured, zero cpn., 9/01/38 ............................. 20,000,000 2,754,400 Refunding, Series B, NATL Insured, zero cpn., 9/01/39 ............................. 30,000,000 3,777,900 Annual Report | 169 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) COLORADO (CONTINUED) E-470 Public Highway Authority Revenue, Capital Appreciation, (continued) Series A, NATL Insured, zero cpn., 9/01/28 ..................................... $ 15,000,000 $ 4,417,800 Series B, NATL Insured, zero cpn., 9/01/29 ..................................... 10,000,000 2,720,700 Series B, NATL Insured, zero cpn., 9/01/30 ..................................... 17,300,000 4,342,127 Series B, NATL Insured, zero cpn., 9/01/31 ..................................... 10,000,000 2,321,900 Eagle County Airport Terminal Corp. Revenue, Series A, 7.00%, 5/01/21 ................................................................. 665,000 595,208 7.125%, 5/01/31 ................................................................ 1,215,000 1,029,068 Eagle County Sports and Housing Facilities Revenue, Vail Associate Project, Refunding, 6.95%, 8/01/19 ...................................................... 41,200,000 40,611,252 Littleton MFHR, Riverpoint, Series C, Pre-Refunded, 8.00%, 12/01/29 ............... 2,605,000 2,789,278 McKay Landing Metropolitan District No. 002 GO, Limited Tax, Pre-Refunded, 7.50%, 12/01/19 ..................................... 2,545,000 2,666,091 Sub. Limited Tax, Series A, Pre-Refunded, 7.50%, 12/01/34 ...................... 2,000,000 2,100,780 Public Authority for Colorado Energy Natural Gas Purchase Revenue, 6.125%, 11/15/23 ............................................................... 2,465,000 2,681,180 6.25%, 11/15/28 ................................................................ 12,500,000 13,585,250 6.50%, 11/15/38 ................................................................ 90,100,000 99,532,569 Saddle Rock South Metropolitan District No. 3 GO, Limited Mill Levy Obligation, Pre-Refunded, 7.35%, 12/01/19 .................................................. 2,570,000 2,633,942 Superior Metropolitan District No. 1 Special Revenue, Refunding, AMBAC Insured, 5.00%, 12/01/28 ................................................................ 7,640,000 7,316,599 (a, c) Villages Castle Rock Metropolitan District No. 4 Revenue, Refunding, 8.50%, 6/01/31 ........................................................................ 3,000,000 2,844,240 -------------- 282,804,490 -------------- CONNECTICUT 1.3% Connecticut State Development Authority PCR, Connecticut Light and Water, Refunding, Series A, 5.85%, 9/01/28 ............... 53,825,000 54,119,423 Western Massachusetts Electric Co., Refunding, Series A, 5.85%, 9/01/28 ........ 12,500,000 12,569,875 Connecticut State Development Authority Water Facility Revenue, Bridgeport Hydraulic Co. Project, 6.15%, 4/01/35 .......................................... 3,000,000 3,004,440 Connecticut State Health and Educational Facilities Authority Revenue, Sacred Heart University, Series C, 6.50%, 7/01/16 .............................. 310,000 311,597 St. Mary's Hospital, Refunding, Series E, 5.50%, 7/01/20 ....................... 5,650,000 5,217,266 Connecticut State HFAR, Housing Mortgage Finance Program, Refunding, Series C-1, 6.30%, 11/15/17 ................................................................ 16,060,000 16,060,000 -------------- 91,282,601 -------------- DISTRICT OF COLUMBIA 1.8% District of Columbia Ballpark Revenue, Series B-1, NATL Insured, 5.00%, 2/01/35 ... 18,000,000 16,557,660 District of Columbia Hospital Revenue, Children's Hospital Obligation Group, Assured Guaranty, 5.25%, 7/15/38 ............................................... 11,000,000 11,058,410 District of Columbia Revenue, Capital Appreciation, Georgetown University, Growth and Income Securities, AMBAC Insured, zero cpn. to 3/31/18, 5.00% thereafter, 4/01/36 ................. 27,105,000 15,716,292 Methodist Home Issue, 6.00%, 1/01/29 ........................................... 4,750,000 4,193,443 Methodist Home Issue, Series A, 7.375%, 1/01/30 ................................ 2,525,000 2,545,453 Methodist Home Issue, Series A, 7.50%, 1/01/39 ................................. 4,140,000 4,169,228 170 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) DISTRICT OF COLUMBIA (CONTINUED) District of Columbia Tobacco Settlement FICO Revenue, Asset-Backed Bonds, Refunding, 6.50%, 5/15/33 ..................................... $ 22,000,000 $ 21,432,400 Capital Appreciation, Asset-Backed Bonds, Series A, zero cpn., 6/15/46 ............ 175,000,000 6,032,250 Capital Appreciation, Asset-Backed Bonds, Series B, zero cpn., 6/15/46 ............ 66,000,000 2,275,020 Metropolitan Washington D.C. Airports Authority Dulles Toll Road Revenue, Capital Appreciation, second lien, Series C, Assured Guaranty, zero cpn. to 10/01/16, 6.50% thereafter, 10/01/41 .............................................. 60,000,000 42,648,000 -------------- 126,628,156 -------------- FLORIDA 6.2% Bartram Springs CDD Special Assessment, Refunding, 4.75%, 5/01/34 .................... 4,700,000 3,596,205 Beacon Tradeport CDD Special Assessment, Commercial Project, Series A, Pre-Refunded, 6.00%, 5/01/16 .................................................................... 18,545,000 19,485,046 6.20%, 5/01/22 .................................................................... 23,590,000 25,187,515 Brevard County Health Facilities Authority Health Care Facilities Revenue, Health First Inc. Project, 7.00%, 4/01/39 ................................................ 6,500,000 7,130,630 Brighton Lakes CDD Special Assessment, Series B, Pre-Refunded, 7.625%, 5/01/31 ....... 2,985,000 3,048,192 Brooks of Bonita Springs CDD Capital Improvement Revenue, 6.85%, 5/01/31 ............. 1,315,000 1,317,959 Capital Region CDD Capital Improvement Revenue, Series A-2, 6.85%, 5/01/31 ........... 2,165,000 2,062,747 Championsgate CDD Capital Improvement Revenue, Series A, 6.25%, 5/01/20 .............. 2,180,000 1,663,144 Citizens Property Insurance Corp. Revenue, Senior Secured, High-Risk Account, Series A-1, 6.00%, 6/01/17 ........................................................ 25,000,000 27,407,750 Citrus County Hospital Board Revenue, Citrus Memorial Hospital, Refunding, 6.375%, 8/15/32 ........................................................................... 10,550,000 10,543,248 East Homestead CDD Special Assessment Revenue, 5.45%, 5/01/36 ........................ 1,425,000 1,021,782 Escambia County Environmental Improvement Revenue, International Paper Co. Projects, Series A, 9.50%, 3/01/33 .......................................................... 7,975,000 10,052,408 Fleming Plantation CDD Special Assessment, Series B, Pre-Refunded, 7.375%, 5/01/31 ... 9,900,000 10,111,464 Florida State Board of Education Capital Outlay GO, Public Education, Refunding, Series D, 6.00%, 6/01/23 .......................................................... 5,000,000 6,285,150 Groves CDD Special Assessment Revenue, Series A, Pre-Refunded, 7.75%, 5/01/32 ........ 1,675,000 1,710,795 Halifax Hospital Medical Center Hospital Revenue, Refunding and Improvement, Series A, 5.375%, 6/01/46 .............................. 18,000,000 16,417,080 Series A, Pre-Refunded, 7.25%, 10/01/24 ........................................... 4,700,000 4,982,235 Series A, Pre-Refunded, 7.25%, 10/01/29 ........................................... 1,400,000 1,484,070 Hawk's Point CDD Special Assessment, Hawk's Point Community Development, Series A, 5.30%, 5/01/39 .................................................................... 1,450,000 926,101 Hillsborough County IDA, PCR, Tampa Electric Co. Project, Series A, 5.65%, 5/15/18 ... 6,500,000 7,054,840 Hillsborough County IDAR, Refunding, Series B, 5.25%, 10/01/28 .......................................................................... 1,500,000 1,473,750 10/01/34 .......................................................................... 7,250,000 6,950,430 Indian Trace CDD, GO, Water Management Special Benefit, sub. lien, Refunding, Series B, 8.25%, 5/01/11 .......................................................... 4,840,000 4,881,092 Indian Trace Development District Special Assessment, Isles at Weston Project, 5.50%, 5/01/33 ........................................................................... 2,690,000 2,230,413 Indigo CDD Capital Improvement Revenue, Refunding, Series A, 7.00%, 5/01/31 .......................................................... 880,000 819,500 (a) Series C, 7.00%, 5/01/30 .......................................................... 4,520,000 4,215,442 Annual Report | 171 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) FLORIDA (CONTINUED) Islands at Doral CDD Special Assessment, 6.125%, 5/01/24 ............................. $ 1,655,000 $ 1,586,135 Lake Ashton CDD Revenue, Series A, 7.40%, 5/01/32 .................................... 1,400,000 1,409,198 Lakeland Retirement Community Revenue, first mortgage, Carpenters Estates, Accredited Investors, Refunding, 5.875%, 1/01/19 ................................................................... 1,350,000 1,295,595 6.25%, 1/01/28 .................................................................... 1,230,000 1,142,621 6.375%, 1/01/43 ................................................................... 2,250,000 2,027,542 Lee County Transportation Facilities Revenue, Sanibel Bridges and Causeway, Series B, CIFG Insured, 5.00%, 10/01/30 ..................................................... 11,505,000 11,700,470 Mediterra North CDD Capital Improvement Revenue, Series A, 6.80%, 5/01/31 ............ 7,520,000 7,419,533 Mediterra South CDD Capital Improvement Revenue, 6.85%, 5/01/31 .................................................................... 2,265,000 2,210,436 Series B, 6.95%, 5/01/31 .......................................................... 6,805,000 6,627,866 Mediterranea CDD Special Assessment, Series A, 5.60%, 5/01/37 ........................ 1,500,000 950,490 Miami-Dade County Aviation Revenue, Miami International Airport, Refunding, Series A-1, 5.50%, 10/01/41 .............................................................. 20,850,000 20,948,620 Miami-Dade County School Board COP, Series B, Assured Guaranty, 5.00%, 5/01/33 ....... 14,310,000 14,154,164 Midtown Miami Community Development Special Assessment Revenue, Series A, 6.25%, 5/01/37 .......................................................... 7,500,000 6,662,550 Series B, 6.50%, 5/01/37 .......................................................... 3,905,000 3,533,361 Mount Dora Country Club CDD Special Assessment Revenue, 7.75%, 5/01/13 ............... 200,000 200,758 Northern Palm Beach County ID Revenue, Water Control and Improvement, Unit of Development No. 43, 6.10%, 8/01/21 .................................................................... 275,000 262,595 Pre-Refunded, 6.10%, 8/01/21 ...................................................... 1,960,000 2,129,207 Northern Palm Beach County ID Special Assessment, Water Control and Improvement Bonds, Unit of Development No. 46, Series A, 5.35%, 8/01/41 .............................. 800,000 461,424 Oakstead CDD Revenue, Capital Improvement, Series A, Pre-Refunded, 7.20%, 5/01/32 .... 3,065,000 3,127,802 Orange County Health Facilities Authority Revenue, Hospital, Adventist Health System Inc., Pre-Refunded, 5.625%, 11/15/32 .............................................. 10,000,000 11,172,000 Palm Glades CDD Revenue, Special Assessment, Series A, 5.30%, 5/01/36 ................ 1,300,000 755,820 Parklands West CDD Revenue, Special Assessment, Series A, 6.90%, 5/01/32 ............. 2,640,000 2,394,744 Parkway Center CDD Special Assessment, Series A, Pre-Refunded, 8.25%, 5/01/31 ........ 1,314,814 1,343,858 Pelican Marsh CDD Special Assessment Revenue, Series A, 7.10%, 5/01/20 .................................................................... 2,830,000 2,849,810 7.20%, 5/01/31 .................................................................... 6,200,000 6,231,000 Pensacola Airport Revenue, Airport Revenue Bonds, Refunding, 6.00%, 10/01/28 ......... 7,000,000 7,116,830 Poinciana CDD Special Assessment, Series A, 7.125%, 5/01/31 .......................... 9,990,000 9,573,817 Port St. Lucie Utility Revenue, System, Refunding, Series A, NATL Insured, 5.00%, 9/01/29 ........................................................................... 11,025,000 11,116,177 (a) Portico CDD Capital Improvement Revenue, 5.45%, 5/01/37 .............................. 2,800,000 1,664,712 (a) Portofino Landings CDD Special Assessment, Series A, 5.40%, 5/01/38 .................. 2,795,000 1,186,673 Reserve CDD Capital Improvement Revenue, Stormwater Management, 8.25%, 5/01/14 ....... 1,250,000 1,256,338 Reserve CDD No. 2 Capital Improvement Revenue, 7.125%, 5/01/30 ....................... 3,365,000 3,327,346 Reserve CDD Utility Revenue, Stormwater Management, Refunding, Series A, 6.625%, 12/01/22 .......................................................................... 3,295,000 3,194,140 172 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) FLORIDA (CONTINUED) River Place St. Lucie CDD Special Assessment Revenue, Series A, 7.625%, 5/01/21 ...................................................... $ 995,000 $ 939,738 Series A, 7.625%, 5/01/30 ...................................................... 1,590,000 1,436,040 Series B, 7.25%, 5/01/10 ....................................................... 970,000 959,020 Riverwood CDD Special Assessment Revenue, Series A, 7.75%, 5/01/14 ................ 435,000 441,934 Sampson Creek CDD Capital Improvement Revenue, Series A, Pre-Refunded, 6.95%, 5/01/31 ........................................................................ 2,635,000 2,681,402 Somerset County Revenue, Somerset CDD, 5.30%, 5/01/37 ............................. 7,780,000 4,340,384 South Broward Hospital District Revenue, South Broward Hospital District Obligated Group, Refunding, 4.75%, 5/01/32 ................................................................. 11,235,000 11,037,713 5.00%, 5/01/36 ................................................................. 12,500,000 12,549,000 South Miami Health Facilities Authority Hospital Revenue, Baptist Health South Florida Group, 5.00%, 8/15/32 .................................................. 15,000,000 15,027,300 South-Dade Venture CDD Special Assessment Revenue, 6.00%, 5/01/24 ................. 2,455,000 2,445,499 St. Lucie West Services District Capital Improvement Revenue, Cascades Project, 6.10%, 5/01/18 ................................................................. 1,615,000 1,495,329 St. Lucie West Services District Special Assessment Revenue, Port St. Lucie, Water Management Benefit, Refunding, Series B, 6.25%, 5/01/25 .................. 5,080,000 5,084,521 Stonegate CDD Special Assessment Revenue, 6.00%, 5/01/24 .......................... 2,020,000 1,889,993 Stoneybrook West CDD Special Assessment Revenue, Series A, Pre-Refunded, 7.00%, 5/01/32 ........................................................................ 2,990,000 3,049,052 Tara CDD No. 1 Capital Improvement Revenue, Series A, 7.15%, 5/01/31 .............. 1,230,000 1,233,481 Venetian CDD Capital Improvement Revenue, Series A, 6.75%, 5/01/34 ................ 8,065,000 7,305,761 Verandah East CDD Revenue, Capital Improvement, Series A, 5.40%, 5/01/37 .......... 1,940,000 929,202 Verandah West CDD Revenue, Series A, 6.625%, 5/01/33 .............................. 8,145,000 7,424,330 Village CDD No. 4 Special Assessment Revenue, 7.20%, 5/01/31 ...................... 5,490,000 5,585,526 Village CDD No. 8 Special Assessment Revenue, 6.375%, 5/01/38 ..................... 9,900,000 8,715,168 Village Center CDD Recreational Revenue, Sub Series B, 6.25%, 1/01/13 ................................................... 2,615,000 2,629,356 Sub Series B, 8.25%, 1/01/17 ................................................... 1,425,000 1,432,624 Sub Series C, 7.375%, 1/01/19 .................................................. 1,950,000 1,953,685 Vista Lake CDD Capital Improvement Revenue, Series A, Pre-Refunded, 7.20%, 5/01/32 ........................................................................ 2,560,000 2,611,379 Waterchase CDD Capital Improvement Revenue, Series A, Pre-Refunded, 6.70%, 5/01/32 ........................................................................ 2,735,000 2,943,845 Waterlefe CDD Capital Improvement Revenue, Series A, 6.95%, 5/01/31 ............... 1,090,000 1,093,575 Waters Edge CDD Capital Improvement Revenue, 5.30%, 5/01/36 ....................... 1,700,000 1,238,875 (a, d) Waterstone CDD Capital Improvement Revenue, Series B, 5.50%, 5/01/18 .............. 4,400,000 1,758,768 Westchase East CDD Capital Improvement Revenue, 7.10%, 5/01/21 .................... 1,180,000 1,178,041 Winter Garden Village at Fowler Groves CDD Special Tax, 5.65%, 5/01/37 ............ 1,950,000 1,785,947 -------------- 446,289,108 -------------- GEORGIA 3.1% Atlanta Tax Allocation, Princeton Lakes Project, 5.50%, 1/01/31 ................... 1,035,000 887,202 Atlanta Water and Wastewater Revenue, Refunding, Series A, 6.25%, 11/01/34 ...................................................... 30,000,000 31,874,100 Series B, FSA Insured, 5.25%, 11/01/34 ......................................... 30,000,000 31,745,400 Annual Report | 173 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) GEORGIA (CONTINUED) Baldwin County Hospital Authority Revenue, Oconee Regional Medical Center, 5.375%, 12/01/28 .......................................................................... $ 1,470,000 $ 1,223,893 Burke County Development Authority PCR, Oglethorpe Power, Vogtle Project, Series C, 5.70%, 1/01/43 ........................ 55,000,000 57,937,550 Oglethorpe Power Corp., Vogtle Project, Series E, 7.00%, 1/01/23 .................. 25,000,000 29,426,000 Floyd County Development Authority Environmental Improvement Revenue, Temple-Inland Inc., Refunding, 5.70%, 12/01/15 .................................................. 1,575,000 1,655,955 Forsyth County Hospital Authority Revenue, Anticipation Certificate, Georgia Baptist Health Care System Project, ETM, 6.25%, 10/01/18 ................................................................... 5,550,000 6,415,744 6.375%, 10/01/28 .................................................................. 8,000,000 10,121,120 Fulton County Residential Care Revenue, Lenbrook Project, Series A, 5.00%, 7/01/27 ... 5,000,000 3,677,450 Gainesville RDA Educational Facilities Revenue, Riverside Military Academy, Refunding, 5.125%, 3/01/37 ................................................................... 6,500,000 4,087,785 Henry County Hospital Authority Revenue, Henry Medical Center Inc. Project, Refunding, NATL Insured, 5.00%, 7/01/34 ...................................................... 15,000,000 14,915,400 Main Street Natural Gas Inc. Gas Project Revenue, Series A, 5.50%, 9/15/28 .......................................................... 5,000,000 4,858,500 Series B, 5.00%, 3/15/22 .......................................................... 5,500,000 5,426,575 McDuffie County Development Authority Waste Disposal Revenue, Temple-Inland Forest Products, 6.95%, 12/01/23 ......................................................... 5,120,000 5,105,818 Richmond County Development Authority Environmental Improvement Revenue, International Paper Co. Project, Series A, 6.25%, 11/01/33 ...................................... 7,000,000 7,229,810 Savannah EDA Revenue, Recovery Zone Facility, International Paper Co. Project, Series A, 6.25%, 11/01/33 ................................................................ 4,865,000 4,908,347 -------------- 221,496,649 -------------- HAWAII 0.1% Hawaii State Department of Budget and Finance Special Purpose Revenue, Hawaiian Electric Co. and Subsidiary, 6.50%, 7/01/39 ....................................... 7,500,000 8,097,600 -------------- IDAHO 0.6% Idaho Health Facilities Authority Revenue, St. Luke's Health System Project, Series A, 6.75%, 11/01/37 ................................................................... 12,500,000 13,654,000 Nez Perce County PCR, Potlatch 84, 7.00%, 12/01/14 ...................................................... 5,000,000 5,240,300 Potlatch Corp. Project, Refunding, 6.00%, 10/01/24 ................................ 22,500,000 22,347,675 -------------- 41,241,975 -------------- ILLINOIS 3.8% Antioch Village Special Service Area No. 1 Special Tax, Deercrest Project, 6.625%, 3/01/33 ........................................................................... 3,300,000 2,594,262 Bolingbrook Special Service Area No. 1 Special Tax, Augusta Village Project, Pre-Refunded, 6.25%, 3/01/32 .................................................................... 3,588,000 4,024,050 6.75%, 3/01/32 .................................................................... 5,263,000 5,848,456 174 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) ILLINOIS (CONTINUED) Bolingbrook Special Service Area No. 2 Special Tax, Bloomfield West Project, Series A, Pre-Refunded, 6.625%, 3/01/31 ................................................................... $ 4,301,000 $ 4,586,027 7.00%, 3/01/31 .................................................................... 4,752,000 5,140,048 Bolingbrook Special Service Area No. 3 Special Tax, Lakewood Ridge Project, Pre-Refunded, 7.05%, 3/01/31 ...................................................... 5,675,000 6,165,206 Bryant PCR, Central Illinois Light Co. Project, Refunding, NATL Insured, 5.90%, 8/01/23 ........................................................................... 11,000,000 11,027,060 Cary Special Tax, Refunding, Radian Insured, 5.00%, 3/01/30 ......................................... 3,040,000 2,672,616 Special Service Area No. 1, Cambria Project, Series A, Pre-Refunded, 7.625%, 3/01/30 ........................................................................ 2,869,000 2,926,380 Special Service Area No. 2, Foxford Hills Project, Pre-Refunded, 7.50%, 3/01/30 ... 5,155,000 5,258,100 Chicago GO, Projects, Refunding, Series A, FSA Insured, 5.00%, 1/01/27 ............... 34,105,000 36,423,117 Chicago O'Hare International Airport Revenue, General Airport Third Lien, Series A, NATL Insured, 5.00%, 1/01/33 ................ 15,000,000 15,066,750 Refunding, Series A, FSA Insured, 5.00%, 1/01/38 .................................. 16,500,000 16,776,705 Gilberts Special Service Area No. 9 Special Tax, Big Timber Project, Pre-Refunded, 7.75%, 3/01/27 .................................................................... 6,000,000 6,566,340 Hampshire Special Service Area No. 14 Special Tax, Lakewood Crossing Subdivision, 5.95%, 3/01/36 .................................................................... 7,785,000 6,133,957 Illinois Finance Authority Revenue, Institute Technology, 6.50%, 2/01/23 .............................................. 1,000,000 1,084,300 Institute Technology, 7.125%, 2/01/34 ............................................. 1,500,000 1,624,740 Lutheran Hillside Village, Refunding, 5.25%, 2/01/37 .............................. 7,500,000 6,762,300 Resurrection Health Care, Series A, FSA Insured, 5.25%, 5/15/29 ................... 15,500,000 15,424,515 Riverside Health System, 6.25%, 11/15/35 .......................................... 5,000,000 5,240,200 Roosevelt University Project, Refunding, 6.50%, 4/01/39 ........................... 15,000,000 15,561,600 Sherman Health System, Series A, 5.50%, 8/01/37 ................................... 17,240,000 15,245,677 Illinois Finance Authority Water Facility Revenue, American Water Capital Corporation Project, 5.25%, 10/01/39 .......................................................... 3,800,000 3,765,990 Illinois Health Facilities Authority Revenue, Sarah Bush Lincoln Health Center, Refunding, Series B, 6.00%, 2/15/11 ............. 735,000 740,248 Thorek Hospital and Medical Center, Refunding, 5.375%, 8/15/28 .................... 8,595,000 8,393,361 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 3,518,656 Illinois Finance Authority Revenue, Rush University Medical Center Obligation Group, Series B, 7.25%, 11/01/38 ......................................................... 10,000,000 11,097,400 Metropolitan Pier and Exposition Authority Hospitality Facilities Revenue, McCormick Place Convention Center, ETM, 7.00%, 7/01/26 ...................................... 7,500,000 10,166,325 Minooka Special Assessment, Improvement, Prairie Ridge Project, 6.875%, 3/01/33 ...... 3,000,000 2,397,330 Montgomery Special Assessment, Improvement, Lakewood Creek Project, Pre-Refunded, 7.75%, 3/01/30 .................................................................... 4,678,000 5,019,915 Otter Creek Water Reclamation District Kane County GO, Separate Waterworks and Sewage System, Refunding, XLCA Insured, 5.00%, 1/01/39 ................................... 5,000,000 4,902,350 Plano Special Service Area No. 2 Special Tax, Lakewood Springs Project, Series B, 6.375%, 3/01/34 ................................................................... 7,897,000 6,515,499 Annual Report | 175 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) ILLINOIS (CONTINUED) Southwestern Development Authority Revenue, Anderson Hospital, 5.625%, 8/15/29 ....... $ 2,425,000 $ 2,329,407 Wauconda Special Service Area No. 1 Special Tax, Liberty Lakes Project, 6.00%, 3/01/33 .................................................................... 4,479,000 3,861,346 6.625%, 3/01/33 ................................................................... 5,242,000 4,883,447 Yorkville United City Special Services Area Special Tax, No. 2003, Windett Ridge Project, Series 101, 6.875%, 3/01/33 ...................... 3,418,000 2,990,716 No. 2004, MPI Grande Reserve Project, Series 104, 6.375%, 3/01/34 ................. 4,222,000 3,229,619 No. 2005-108, Autumn Creek Project, 6.00%, 3/01/36 ................................ 4,919,000 3,666,819 -------------- 269,630,834 -------------- INDIANA 1.8% Delaware County Hospital Authority Hospital Revenue, Cardinal Health System, 5.25%, 8/01/36 ........................................................................... 5,000,000 4,345,600 Goshen Industrial Revenue, Greencroft Hospital Assn. Inc., Refunding, 5.75%, 8/15/19 ........................................................................... 3,000,000 2,634,150 8/15/28 ........................................................................... 5,000,000 4,001,800 Indiana Health and Educational Facility Financing Authority Hospital Revenue, 5.50%, 3/01/37 ........................................................................... 8,000,000 7,675,600 Indiana Health and Educational Facility Financing Authority Revenue, Baptist Homes of Indiana, Refunding, 5.25%, 11/15/35 ............................................... 12,000,000 10,473,120 Indiana Health Facility Financing Authority Hospital Revenue, 6.25%, 3/01/25 .................................................................... 5,900,000 6,125,734 6.00%, 3/01/34 .................................................................... 12,000,000 12,217,080 Community Foundation Northwest Indiana, Refunding, Series A, 6.375%, 8/01/31 ...... 11,740,000 11,949,794 Community Foundation Northwest Indiana, Series A, Pre-Refunded, 6.375%, 8/01/31 ... 36,760,000 39,965,839 Jackson County Scheck Memorial Hospital, Refunding, 5.125%, 2/15/17 ............... 1,500,000 1,506,930 Indiana Municipal Power Agency Power Supply System Revenue, Indiana Municipal Power Agency, Series B, 6.00%, 1/01/39 .................................................. 4,000,000 4,267,640 Indiana State Development Finance Authority Environmental Revenue, USX Corp. Project, Refunding, 5.60%, 12/01/32 ........................................................ 8,200,000 8,205,658 Jasper County PCR, Northern Indiana Public Service Co., Refunding, Series C, NATL Insured, 5.60%, 11/01/16 ................................................................... 10,000,000 10,793,500 5.85%, 4/01/19 .................................................................... 5,000,000 5,490,450 -------------- 129,652,895 -------------- KANSAS 0.1% Kansas State Development Finance Authority Hospital Revenue, Adventist Health, Refunding, 5.75%, 11/15/38 ........................................................ 6,250,000 6,645,813 -------------- KENTUCKY 1.2% Kentucky Economic Development Finance Authority Health System Revenue, Norton Healthcare Inc., Refunding, Series C, NATL Insured, 6.10%, 10/01/22 ................................ 10,650,000 11,200,285 Refunding, Series C, NATL Insured, 6.15%, 10/01/27 ................................ 3,995,000 4,165,107 Series C, NATL Insured, Pre-Refunded, 6.10%, 10/01/22 ............................. 5,325,000 6,266,460 Series C, NATL Insured, Pre-Refunded, 6.15%, 10/01/27 ............................. 6,005,000 7,077,193 (b) Kentucky Economic Development Finance Authority Hospital Facilities Revenue, Owensboro Medical Health System, Refunding, Series A, 6.50%, 3/01/45 .............. 17,500,000 17,332,875 176 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL 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 ...... $ 6,835,000 $ 6,046,925 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 5,375,950 Louisville and Jefferson County Metropolitan Government College Revenue, Improvement, Bellarmie University Inc. Project, 5.625%, 5/01/29 ................................................................... 5,555,000 5,560,666 6.125%, 5/01/39 ................................................................... 5,000,000 5,077,800 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 11,977,825 Owen County Waterworks System Revenue, American Water Co. Project, Series A, 6.25%, 6/01/39 ........................................................................... 8,000,000 8,573,200 -------------- 88,654,286 -------------- LOUISIANA 3.2% Beauregard Parish Revenue, Boise Cascade Corp. Project, Refunding, 6.80%, 2/01/27 .... 13,990,000 11,423,534 Calcasieu Parish Inc. IDB, PCR, Gulf States Utilities Co. Project, Refunding, 6.75%, 10/01/12 .......................................................................... 2,665,000 2,675,767 East Baton Rouge Parish Sewer Commission Revenue, Refunding, Series A, 5.25%, 2/01/39 ........................................................................... 6,000,000 6,251,040 Louisiana Local Government Environmental Facilities and CDA Revenue, Westlake Chemical Corp. Projects, 6.75%, 11/01/32 ................................................... 38,250,000 39,584,160 Louisiana Public Facilities Authority Hospital Revenue, Franciscan Missionaries, 6.75%, 7/01/39 .................................................................... 10,000,000 10,795,600 Louisiana Public Facilities Authority Revenue, FHA Insured Mortgage, Baton Rouge General, NATL Insured, 5.25%, 7/01/33 ........... 20,000,000 20,260,800 Ochsner Clinic Foundation Project, Series B, 5.25%, 5/15/38 ....................... 10,000,000 8,800,800 Ochsner Clinic Foundation Project, Series B, 5.50%, 5/15/47 ....................... 10,000,000 8,868,500 Louisiana State Citizens Property Insurance Corp. Assessment Revenue, Series B, AMBAC Insured, 5.00%, 6/01/22 ..................................................... 10,000,000 10,095,300 New Orleans GO, Limited Tax, NATL Insured, 5.00%, 3/01/21 ......................................... 5,000,000 4,884,350 Public Improvement, Series A, Radian Insured, 5.25%, 12/01/36 ..................... 13,480,000 12,633,726 Pointe Coupee Parish PCR, Gulf States Utilities Co. Project, Refunding, 6.70%, 3/01/13 ........................................................................... 2,425,000 2,443,818 Rapides Finance Authority Revenue, Cleco Power LLC Project, Mandatory Put 10/01/11, 6.00%, 10/01/38 ................................................................... 4,750,000 4,981,990 St. John the Baptist Parish Revenue, Marathon Oil Corp. Project, Series A, 5.125%, 6/01/37 ........................................................................... 80,500,000 75,287,625 West Feliciana Parish PCR, Entergy Gulf States Project, Refunding, Series B, 6.60%, 9/01/28 ........................................................................... 11,245,000 11,253,546 -------------- 230,240,556 -------------- MAINE 0.4% Rumford PCR, Boise Cascade Corp. Project, Refunding, 6.625%, 7/01/20 ................. 4,800,000 4,065,696 Skowhegan PCR, S.D. Warren Co. Project, Refunding, Series B, 6.65%, 10/15/15 .............................................. 4,940,000 4,742,845 Series A, 6.65%, 10/15/15 ......................................................... 24,570,000 23,373,195 -------------- 32,181,736 -------------- Annual Report | 177 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) MARYLAND 0.5% Maryland State Community Development Administration Development Housing and CDR, Housing, Series A, 5.875%, 7/01/16 ................................................ $ 1,440,000 $ 1,442,894 Maryland State EDC, EDR, 5.75%, 6/01/35 .............................................. 10,000,000 10,216,400 Maryland State EDC Revenue, Chesapeake Bay Conference Center Project, senior lien, Refunding, Series A, 4.75%, 12/01/11 ......................................................... 650,000 615,063 Series A, 5.00%, 12/01/16 ......................................................... 3,000,000 2,367,300 Series A, 5.00%, 12/01/31 ......................................................... 10,000,000 7,246,000 Series B, 5.00%, 12/01/16 ......................................................... 700,000 552,370 Series B, 5.25%, 12/01/31 ......................................................... 2,000,000 1,448,900 Maryland State Health and Higher Educational Facilities Authority Revenue, Anne Arundel Health System, Series A, 6.75%, 7/01/39 .............................. 3,000,000 3,423,360 Edenwald, Series A, 5.40%, 1/01/37 ................................................ 1,200,000 1,038,744 Washington County Hospital, 6.00%, 1/01/43 ........................................ 6,000,000 5,999,400 -------------- 34,350,431 -------------- MASSACHUSETTS 0.3% Massachusetts Bay Transportation Authority Revenue, General Transportation System, Series A, 7.00%, 3/01/21 .......................................................... 2,000,000 2,434,760 Massachusetts State Development Finance Agency Revenue, Berkshire Retirement Project, first mortgage, 5.60%, 7/01/19 ...................... 1,030,000 1,024,737 Berkshire Retirement Project, first mortgage, 5.625%, 7/01/29 ..................... 1,620,000 1,526,186 Curry College, Series A, ACA Insured, 5.00%, 3/01/36 .............................. 2,000,000 1,736,000 Loomis Community Project, first mortgage, Refunding, Series A, 5.625%, 7/01/15 .... 1,625,000 1,583,562 Loomis Community Project, first mortgage, Refunding, Series A, 5.75%, 7/01/23 ..... 3,500,000 3,189,410 Massachusetts State Development Finance Agency Solid Waste Disposal Revenue, Mandatory Put 5/01/19, Refunding, 5.75%, 12/01/42 ................................. 3,700,000 3,938,058 Massachusetts State Health and Educational Facilities Authority Revenue, St. Memorial Medical Center, Refunding, Series A, 6.00%, 10/01/23 .............................. 5,575,000 4,415,790 -------------- 19,848,503 -------------- MICHIGAN 4.3% Delta County EDC Environmental Improvement Revenue, Mead Escanaba Paper, Series A, Pre-Refunded, 6.25%, 4/15/27 ...................................................... 10,500,000 11,729,235 Detroit City School District GO, School Building and Site Improvement, Series A, FSA Insured, 6.00%, 5/01/29 .................................................................... 15,900,000 17,370,114 Detroit Sewer Disposal System Revenue, second lien, Series A, NATL Insured, 5.00%, 7/01/35 ........................................................................... 25,750,000 24,403,275 Detroit Water Supply System Revenue, second lien, Refunding, Series C, FSA Insured, 5.00%, 7/01/33 .................................................................... 11,000,000 10,924,320 Garden City Hospital Finance Authority Hospital Revenue, Garden City Hospital Obligated Group, Refunding, Series A, 5.625%, 9/01/10 ................................................................... 340,000 340,874 5.75%, 9/01/17 .................................................................... 530,000 492,158 5.00%, 8/15/38 .................................................................... 5,250,000 3,348,975 Gaylord Hospital Finance Authority Limited Obligation Revenue, Otsego Memorial Hospital, Refunding, 6.50%, 1/01/31 ........................................................................... 1,000,000 895,300 1/01/37 ........................................................................... 1,000,000 881,910 178 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) MICHIGAN (CONTINUED) Michigan State Building Authority Revenue, Facilities Program, Refunding, Series I, 6.00%, 10/15/38 .......................... $ 6,000,000 $ 6,551,520 Facilities Program, Refunding, Series I, AMBAC Insured, 5.00%, 10/15/33 ........... 13,495,000 13,457,214 Facilities Program, Refunding, Series II, NATL Insured, 5.00%, 10/15/29 ........... 16,585,000 16,671,242 Refunding, Series IA, FGIC Insured, 5.00%, 10/15/31 ............................... 9,500,000 9,526,030 Michigan State Hospital Finance Authority Revenue, Detroit Medical Center Obligation Group, Refunding, Series A, 6.25%, 8/15/13 ...... 7,500,000 7,518,525 Detroit Medical Center Obligation Group, Refunding, Series A, 6.50%, 8/15/18 ...... 30,205,000 28,882,323 Detroit Medical Center Obligation Group, Refunding, Series B, 5.50%, 8/15/23 ...... 500,000 412,480 Detroit Medical Center Obligation Group, Series A, 5.25%, 8/15/23 ................. 500,000 402,065 Hospital, Oakwood Obligated Group, Refunding, Series A, 5.00%, 7/15/37 ............ 3,680,000 3,176,245 Marquette, 5.00%, 5/15/34 ......................................................... 6,000,000 4,928,160 Memorial Healthcare Center, Refunding, 5.75%, 11/15/15 ............................ 1,000,000 1,011,480 Mercy Health Services, Series Q, AMBAC Insured, ETM, 5.75%, 8/15/16 ............... 7,310,000 7,348,597 Mid-Michigan Obligation Group, Series A, 6.125%, 6/01/34 .......................... 4,065,000 4,340,892 Sinai Hospital, Refunding, 6.625%, 1/01/16 ........................................ 2,210,000 2,191,370 Sinai Hospital, Refunding, 6.70%, 1/01/26 ......................................... 7,250,000 6,598,297 Michigan State Strategic Fund Limited Obligation Revenue, Detroit Edison Co., Refunding, Series A, NATL Insured, 5.55%, 9/01/29 ............. 1,015,000 991,381 Detroit Edison Co. Pollution Control Project, Refunding, Series C, 5.45%, 9/01/29 ........................................................................ 11,000,000 11,109,780 Detroit Edison Co. Pollution Control Project, Refunding, Series C, XLCA Insured, 5.65%, 9/01/29 ................................................................. 10,000,000 9,803,300 Dow Chemical, Mandatory Put 6/02/14, Refunding, Series A-1, 6.75%, 12/01/28 ....... 2,800,000 3,100,104 Dow Chemical, Refunding, Series B-2, 6.25%, 6/01/14 ............................... 20,050,000 22,432,541 Michigan Tobacco Settlement Finance Authority Revenue, Tobacco Settlement Asset, Senior Series A, 6.00%, 6/01/34 ................................................... 13,675,000 11,874,276 Senior Series A, 6.00%, 6/01/48 ................................................... 10,000,000 7,903,500 Turbo, Series A, 6.875%, 6/01/42 .................................................. 17,500,000 16,036,825 Royal Oak Hospital Finance Authority Hospital Revenue, William Beaumont Hospital, Refunding, 8.25%, 9/01/39 ......................................................... 20,000,000 23,752,400 Series W, 6.00%, 8/01/39 .......................................................... 17,220,000 17,379,113 Tawas City Hospital Finance Authority Revenue, Tawas St. Joseph's Hospital Project, Series A, ETM, 5.60%, 2/15/13 ..................................................... 690,000 691,552 -------------- 308,477,373 -------------- MINNESOTA 0.9% Hubbard County Solid Waste Disposal Revenue, Potlatch Corp. Project, 7.25%, 8/01/14 .. 9,000,000 9,165,060 Mahtomedi Senior Housing Revenue, St. Andrews Village Project, Refunding, 5.75%, 12/01/40 .......................................................................... 5,000,000 4,264,000 Minneapolis and St. Paul Metropolitan Airports Commission Airport Revenue, sub. bond, Refunding, Series C, FGIC Insured, 5.00%, 1/01/31 ................................. 6,185,000 6,279,940 Minneapolis Health Care Facility Revenue, Augustana Chapel View Homes, Series D, 5.875%, 6/01/35 ............................ 5,075,000 3,868,013 Jones-Harrison Residence Project, 5.70%, 10/01/35 ................................. 1,000,000 876,140 Minneapolis Health Care System Revenue, Fairview Health Services, Series A, 6.625%, 11/15/28 .................................................................. 11,000,000 12,214,730 6.75%, 11/15/32 ................................................................... 6,250,000 6,915,812 Annual Report | 179 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) MINNESOTA (CONTINUED) Minnesota Agriculture and Economic Development Board Revenue, Health Care System, Refunding, Series A, 6.375%, 11/15/29 ............................................. $ 175,000 $ 178,139 Series A, Pre-Refunded, 6.375%, 11/15/29 .......................................... 6,325,000 6,658,897 Minnesota State HFAR, Rental Housing, Refunding, Series D, NATL Insured, 5.95%, 2/01/18 ........................................................................... 295,000 295,858 Roseville MFHR, Rosepointe I Project, Series C, Pre-Refunded, 8.00%, 12/01/29 ........ 2,980,000 3,105,369 St. Paul Housing and RDA Hospital Revenue, Healtheast Project, 6.00%, 11/15/35 ....... 10,000,000 9,066,900 -------------- 62,888,858 -------------- MISSISSIPPI 1.2% Claiborne County PCR, Systems Energy Resources Inc. Project, Refunding, 6.20%, 2/01/26 ........................................................................... 33,300,000 33,164,469 Lowndes County Solid Waste Disposal and PCR, Weyerhaeuser Co. Project, Refunding, Series B, 6.70%, 4/01/22 .......................................................... 18,875,000 20,609,235 Warren County Gulf Opportunity Zone Revenue, International Paper, Series A, 6.50%, 9/01/32 ........................................................................... 10,000,000 10,464,300 Warren County Revenue, Gulf Opportunity, International Paper, Series A, 5.50%, 9/01/31 ........................................................................... 20,000,000 19,292,000 -------------- 83,530,004 -------------- MISSOURI 0.6% Branson Regional Airport Transportation Development District Airport Revenue, Series A, 6.00%, 7/01/37 .......................................................... 1,200,000 820,776 Series B, 6.00%, 7/01/25 .......................................................... 6,000,000 4,429,980 Series B, 6.00%, 7/01/37 .......................................................... 5,000,000 3,278,300 Lake of the Ozarks Community Board Corp. Bridge System Revenue, Refunding, 5.25%, 12/01/20 .......................................................................... 8,350,000 6,995,964 Missouri Joint Municipal Electric Utility Commission Power Project Revenue, Iatan 2 Project, Series A, 6.00%, 1/01/39 ................................................. 11,000,000 11,599,830 St. Louis Airport Revenue, Lambert, St. Louis International Airport, Series A-1, 6.25%, 7/01/29 .................................................................... 7,000,000 7,321,230 6.625%, 7/01/34 ................................................................... 3,000,000 3,165,000 West Plains IDA Hospital Revenue, Ozarks Medical Center, 6.30%, 11/15/11 ................................................................... 320,000 326,147 6.75%, 11/15/24 ................................................................... 1,870,000 1,832,282 Refunding, 5.50%, 11/15/12 ........................................................ 325,000 325,039 -------------- 40,094,548 -------------- MONTANA 0.1% Forsyth PCR, Puget Sound Energy, Refunding, Series A, AMBAC Insured, 5.00%, 3/01/31 .. 10,220,000 10,128,224 -------------- NEVADA 1.1% Clark County ID Special Assessment, Local ID No. 128, The Summerlin Centre, Series A, 5.00%, 2/01/26 .................. 1,320,000 904,187 Local ID No. 128, The Summerlin Centre, Series A, 5.05%, 2/01/31 .................. 1,035,000 670,991 Local ID No. 132, Summerlin South Area, Villages 15A and 18, 6.875%, 2/01/21 ...... 3,580,000 3,440,631 Local ID No. 142, Mountains Edge, 6.375%, 8/01/23 ................................. 4,010,000 3,810,623 Local ID No. 151, Summerlin-Mesa, 5.00%, 8/01/20 .................................. 755,000 566,582 Local ID No. 151, Summerlin-Mesa, 5.00%, 8/01/25 .................................. 2,370,000 1,627,029 180 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) NEVADA (CONTINUED) Clark County IDR, Nevada Power Co. Project, Refunding, Series B, 5.90%, 10/01/30 .................... $ 7,375,000 $ 7,036,930 Nevada Power Co. Project, Series A, ACA Insured, 5.60%, 10/01/30 .................. 2,220,000 1,978,775 Southwest Gas Corp. Project, Series D, AMBAC Insured, 5.55%, 12/01/38 ............. 7,260,000 6,880,738 Henderson Health Care Facility Revenue, Catholic Healthcare West, Series A, 5.625%, 7/01/24 ........................................................................... 7,000,000 7,178,780 Henderson Local ID Special Assessment, No. T-2, 9.50%, 8/01/11 ........................................................... 165,000 166,744 No. T-4C, Green Valley, Refunding, Series A, 5.90%, 11/01/18 ...................... 3,025,000 3,033,712 No. T-12, Series A, 7.375%, 8/01/18 ............................................... 31,040,000 25,108,566 No. T-16, 4.90%, 3/01/16 .......................................................... 1,355,000 720,697 No. T-16, 5.00%, 3/01/18 .......................................................... 970,000 515,613 No. T-16, 5.00%, 3/01/19 .......................................................... 965,000 512,878 No. T-16, 5.10%, 3/01/22 .......................................................... 1,445,000 767,743 No. T-16, 5.125%, 3/01/25 ......................................................... 1,530,000 812,843 No. T-17, 5.00%, 9/01/15 .......................................................... 710,000 640,732 No. T-17, 5.00%, 9/01/16 .......................................................... 725,000 638,935 No. T-17, 5.00%, 9/01/25 .......................................................... 1,365,000 985,666 Las Vegas Local Improvement Bonds Special Assessment, Special ID No. 607, 6.25%, 6/01/24 ........................................................................... 4,835,000 4,215,298 Las Vegas Special Assessment, ID No. 505, Elkhorn Springs, 8.00%, 9/15/13 ............ 1,735,000 1,771,123 Overton Power District No. 5 Special Obligation Revenue, 8.00%, 12/01/38 ............. 7,500,000 8,798,250 -------------- 82,784,066 -------------- NEW HAMPSHIRE 0.3% New Hampshire Higher Educational and Health Facilities Authority Revenue, Hillcrest Terrace, 7.50%, 7/01/24 ................................................. 14,550,000 13,909,946 New Hampshire Catholic Charities, Refunding, Series A, 5.75%, 8/01/11 ............. 425,000 424,337 New Hampshire State Business Finance Authority Revenue, Elliot Hospital Obligation Group, Series A, 6.125%, 10/01/39 ................................................. 5,000,000 5,030,250 -------------- 19,364,533 -------------- NEW JERSEY 4.4% Hudson County Improvement Authority Solid Waste Systems Revenue, Refunding, Series 1, 6.00%, 1/01/19 .......................................................... 2,180,000 1,907,391 Series 1, 6.00%, 1/01/29 .......................................................... 5,000,000 3,925,350 Series 2, 6.125%, 1/01/19 ......................................................... 2,125,000 1,875,865 Series 2, 6.125%, 1/01/29 ......................................................... 5,105,000 4,068,123 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 9,966,694 New Jersey EDA Revenue, Cigarette Tax, 5.50%, 6/15/24 ..................................................... 23,000,000 22,840,610 Cigarette Tax, 5.50%, 6/15/31 ..................................................... 6,500,000 6,037,980 Cigarette Tax, 5.75%, 6/15/34 ..................................................... 10,000,000 9,595,200 first mortgage, Keswick Pines, Refunding, 5.75%, 1/01/24 .......................... 1,500,000 1,291,305 first mortgage, Presbyterian, Series A, 6.25%, 11/01/20 ........................... 7,635,000 6,952,431 Annual Report | 181 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (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 $ 25,445,107 6.25%, 9/15/19 .................................................................... 32,000,000 30,116,800 6.40%, 9/15/23 .................................................................... 79,890,000 73,899,049 New Jersey Health Care Facilities Financing Authority Revenue, Capital Appreciation, St. Barnabas Health, Refunding, Series B, zero cpn., 7/01/33 ........................................................................ 57,680,000 8,018,097 Capital Appreciation, St. Barnabas Health, Refunding, Series B, zero cpn., 7/01/34 ........................................................................ 52,330,000 6,668,935 Capital Appreciation, St. Barnabas Health, Refunding, Series B, zero cpn., 7/01/35 ........................................................................ 20,000,000 2,336,200 South Jersey Hospital, 5.00%, 7/01/46 ............................................. 6,000,000 5,823,600 St. Joseph's Healthcare System, 6.625%, 7/01/38 ................................... 25,000,000 25,291,500 Trinitas Hospital Obligation Group, Pre-Refunded, 7.50%, 7/01/30 .................. 5,000,000 5,161,600 New Jersey State Transportation Trust Fund Authority Revenue, Transportation System, Series A, 6.00%, 12/15/38 ......................................................... 55,000,000 61,306,850 Tobacco Settlement FICO Revenue, Capital Appreciation Bonds, Series 1B, zero cpn., 6/01/41 ........................................................................... 40,000,000 2,022,400 -------------- 314,551,087 -------------- NEW MEXICO 1.6% Farmington PCR, Public Service Co. of New Mexico, San Juan Project, Refunding, Series A, 6.30%, 12/01/16 .............................................. 24,045,000 24,200,812 Refunding, Series B, 6.30%, 12/01/16 .............................................. 5,175,000 5,208,534 Refunding, Series D, 6.375%, 4/01/22 .............................................. 66,125,000 66,183,190 Series A, 6.60%, 10/01/29 ......................................................... 9,000,000 9,039,330 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 5,115,980 5.00%, 7/01/35 .................................................................... 3,470,000 4,027,802 -------------- 113,775,648 -------------- NEW YORK 4.8% Chautauqua County IDA Exempt Facility Revenue, NRG-Dunkirk Power Project, 5.875%, 4/01/42 ........................................................................... 7,000,000 7,123,690 Corinth IDA Environmental Improvement Revenue, International Paper Co. Project, Refunding, Series A, 5.75%, 2/01/22 ............................................... 2,000,000 2,000,940 Long Island Power Authority Electric System Revenue, General, Refunding, Series A, 6.00%, 5/01/33 .................................................................... 12,500,000 13,993,750 MAC for City of Troy Revenue, Capital Appreciation, Series C, NATL Insured, zero cpn., 7/15/21 ........................................................................... 428,010 267,742 1/15/22 ........................................................................... 649,658 395,791 MTA Revenue, Transportation, Series F, 5.00%, 11/15/30 ............................... 7,000,000 7,191,520 New York City GO, Fiscal 2003, Series I, 5.00%, 3/01/25 ............................................. 9,000,000 9,300,330 Refunding, Series H, 6.25%, 8/01/15 ............................................... 20,000 20,049 Refunding, Series H, 6.125%, 8/01/25 .............................................. 10,000 10,024 Refunding, Series J, 6.00%, 8/01/21 ............................................... 5,000 5,012 Series B, 7.00%, 2/01/18 .......................................................... 115,000 115,321 Series D, 7.625%, 2/01/14 ......................................................... 5,000 5,015 Series F, 7.50%, 2/01/21 .......................................................... 85,000 85,261 Series G, 7.50%, 2/01/22 .......................................................... 10,000 10,031 182 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) NEW YORK (CONTINUED) New York City IDA Civic Facility Revenue, Amboy Properties Corp. Project, Refunding, 6.75%, 6/01/20 ......................... $ 5,920,000 $ 5,470,317 Series C, 6.80%, 6/01/28 .......................................................... 5,000,000 5,337,600 Staten Island University Hospital Project, Series C, 6.45%, 7/01/32 ............... 1,450,000 1,365,074 New York City IDA Special Facility Revenue, American Airlines Inc., JFK International Airport Project, 7.625%, 8/01/25 ........ 20,000,000 19,828,400 American Airlines Inc., JFK International Airport Project, 7.75%, 8/01/31 ......... 15,000,000 14,998,350 American Airlines Inc., JFK International Airport Project, Series A, 8.00%, 8/01/12 ........................................................................ 30,000,000 30,453,600 British Airways PLC Project, 7.625%, 12/01/32 ..................................... 15,550,000 14,259,816 New York City IDAR, Liberty, 7 World Trade Center Project, Series A, 6.25%, 3/01/15 ................... 42,000,000 42,484,680 Liberty, 7 World Trade Center Project, Series A, 6.50%, 3/01/35 ................... 50,000,000 48,500,000 Liberty, 7 World Trade Center Project, Series B, 6.75%, 3/01/15 ................... 5,000,000 5,104,250 Queens Baseball Stadium, Pilot, AMBAC Insured, 5.00%, 1/01/31 ..................... 9,500,000 8,619,160 New York City Municipal Water Finance Authority Water and Sewer System Revenue, Second General Resolution, Refunding, Series AA, 5.00%, 6/15/37 ................... 11,035,000 11,352,918 Series E, 5.00%, 6/15/34 .......................................................... 10,000,000 10,276,300 New York Liberty Development Corp. Revenue, Goldman Sachs Headquarters, 5.25%, 10/01/35 .......................................................................... 13,000,000 13,146,120 New York State Dormitory Authority Revenues, Non-State Supported Debt, Orange Regional Medical Center, 6.125%, 12/01/29 .................................................................. 16,000,000 15,081,920 6.25%, 12/01/37 ................................................................... 30,000,000 28,126,200 Oneida County IDAR, Civic Facility, St. Elizabeth Medical, Series B, 6.00%, 12/01/19 .......................................................................... 1,000,000 998,430 Port Authority of New York and New Jersey Special Obligation Revenue, Continental Airlines Inc., Eastern Project, La Guardia, 9.00%, 12/01/10 ................................................................... 2,355,000 2,368,847 9.125%, 12/01/15 .................................................................. 23,390,000 23,520,048 Utica IDA Civic Facility Revenue, Utica College Civic Facility, 6.75%, 12/01/21 ................................................................... 1,250,000 1,252,275 6.85%, 12/01/31 ................................................................... 2,000,000 1,951,200 -------------- 345,019,981 -------------- NORTH CAROLINA 0.4% Albemarle Hospital Authority Health Care Facilities Revenue, Refunding, 5.25%, 10/01/27 .......................................................................... 4,500,000 3,778,470 Columbus County Industrial Facilities and PCFA Revenue, International Paper Co. Projects, Recovery Zone Facility Bonds, Series B, 6.25%, 11/01/33 ................. 4,000,000 4,146,280 Series A, 6.25%, 11/01/33 ......................................................... 1,300,000 1,347,541 North Carolina Eastern Municipal Power Agency Power System Revenue, Series A, 5.50%, 1/01/26 ........................................................................... 4,500,000 4,821,165 North Carolina HFAR, SF, Series II, FHA Insured, 6.20%, 3/01/16 ........................................................................... 735,000 772,382 9/01/17 ........................................................................... 535,000 535,487 North Carolina Medical Care Commission Health Care Facilities Revenue, Pennybyrn at Maryfield, Series A, 5.75%, 10/01/23 ................................................................... 3,625,000 2,835,584 6.00%, 10/01/23 ................................................................... 2,500,000 2,005,400 Annual Report | 183 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) NORTH CAROLINA (CONTINUED) North Carolina Medical Care Commission Retirement Facilities Revenue, first mortgage, United Methodist, Refunding, Series C, 5.25%, 10/01/24 ................................................................... $ 920,000 $ 859,464 5.50%, 10/01/32 ................................................................... 1,600,000 1,436,192 North Carolina Medical Care Commission Revenue, Series A, 6.125%, 10/01/35 ........... 8,250,000 6,083,962 -------------- 28,621,927 -------------- NORTH DAKOTA 0.1% Ward County Health Care Facilities Revenue, Trinity Obligated Group, 5.125%, 7/01/25 ........................................................................... 2,250,000 2,073,353 7/01/29 ........................................................................... 2,500,000 2,240,975 -------------- 4,314,328 -------------- OHIO 0.7% 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 10,198,500 Asset-Backed, Senior Current Interest Turbo Term Bond, Series A-2, 5.75%, 6/01/34 ........................................................................ 11,250,000 9,192,600 Asset-Backed, Senior Current Interest Turbo Term Bond, Series A-2, 6.00%, 6/01/42 ........................................................................ 5,000,000 3,987,050 Capital Appreciation, Asset-Backed, First Sub Series B, zero cpn., 6/01/47 ........ 55,000,000 2,225,300 Franklin County Health Care Facilities Revenue, Ohio Presbyterian, Series A, Pre-Refunded, 7.125%, 7/01/29 ........................ 1,000,000 1,092,550 Presbyterian Retirement Services, Refunding, 5.50%, 7/01/17 ....................... 3,100,000 3,100,093 Presbyterian Retirement Services, Refunding, 5.50%, 7/01/21 ....................... 950,000 925,718 Miami County Hospital Facilities Revenue, Refunding and Improvement, Upper Valley Medical Center, 5.25%, 5/15/26 .................................................... 2,750,000 2,690,270 Scioto County Hospital Revenue, Southern Ohio Medical Center, Refunding, 5.75%, 2/15/38 ........................................................................... 17,000,000 17,259,250 Toledo Lucas County Port Authority Airport Revenue, Bax Global Project, Refunding, Series 1, 6.25%, 11/01/13 ......................................................... 2,600,000 2,498,444 -------------- 53,169,775 -------------- OKLAHOMA 0.2% Oklahoma Development Finance Authority Revenue, Comanche County Hospital Project, Series B, 6.60%, 7/01/31 .......................................................... 5,000,000 5,129,350 Tulsa Industrial Authority Revenue, Refunding, NATL Insured, 5.00%, 10/01/31 ......... 5,325,000 5,465,793 Valley View Hospital Authority Revenue, Valley View Regional Medical Center, Refunding, 6.00%, 8/15/14 ......................................................... 2,005,000 1,982,504 -------------- 12,577,647 -------------- OREGON 0.2% Gilliam County Solid Waste Disposal Revenue, Waste Management, Mandatory Put 5/03/10, Series A, 6.00%, 8/01/25 .......................................................... 3,500,000 3,520,300 Oregon Health and Science University Revenue, Series A, 5.75%, 7/01/39 ............... 5,000,000 5,400,250 Oregon State Health Housing Educational and Cultural Facilities Authority Revenue, Linfield College Project, Series A, Pre-Refunded, 6.75%, 10/01/25 ................. 5,215,000 5,461,096 -------------- 14,381,646 -------------- 184 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) PENNSYLVANIA 5.6% Allegheny County Hospital Development Authority Revenue, Health System, Series A, NATL Insured, Pre-Refunded, 6.50%, 11/15/30 .............. $ 10,000,000 $ 10,636,400 Health System, Series B, Pre-Refunded, 9.25%, 11/15/15 ............................ 18,725,000 19,922,838 Health System, Series B, Pre-Refunded, 9.25%, 11/15/22 ............................ 24,000,000 25,970,640 West Pennsylvania Allegheny Health System, Refunding, 5.00%, 11/15/28 ............. 8,360,000 6,593,616 West Pennsylvania Allegheny Health System, Refunding, 5.375%, 11/15/40 ............ 70,000,000 52,693,200 Allegheny County IDAR, Environmental Improvement, Refunding, 5.50%, 11/01/16 ......... 1,890,000 1,886,730 Carbon County IDAR, Panther Creek Partner Project, Refunding, 6.65%, 5/01/10 ......... 1,150,000 1,149,747 Delaware County IDAR, Resource Recovery Facility, Refunding, Series A, 6.10%, 7/01/13 .................................................................... 30,140,000 30,317,826 6.20%, 7/01/19 .................................................................... 17,525,000 17,548,133 Harrisburg Authority University Revenue, Harrisburg University of Science, Series B, 6.00%, 9/01/36 .................................................................... 3,000,000 2,640,660 Lancaster County Hospital Authority Revenue, Brethren Village Project, Series A, 6.375%, 7/01/30 ................................................................... 1,000,000 941,910 6.50%, 7/01/40 .................................................................... 3,000,000 2,833,440 Lancaster IDAR, Garden Spot Village Project, Series A, Pre-Refunded, 7.625%, 5/01/31 ........................................................................... 1,650,000 1,686,053 New Morgan IDA Solid Waste Disposal Revenue, New Morgan Landfill Co. Inc., Project, 6.50%, 4/01/19 .................................................................... 3,160,000 3,162,370 Northampton County General Purpose Authority Hospital Revenue, St. Luke's Hospital Project, Series A, 5.50%, 8/15/40 ................................................. 15,000,000 14,803,050 Pennsylvania Economic Development Financing Authority Exempt Facilities Revenue, Allegheny Energy Supply Co., LLC Project, 7.00%, 7/15/39 .......................... 60,000,000 67,167,000 Reliant Energy Seward LLC Project, Series A, 6.75%, 12/01/36 ...................... 94,510,000 94,264,274 Pennsylvania State Turnpike Commission Turnpike Revenue, Convertible Capital Appreciation, Series C, FSA Insured, zero cpn. to 6/01/16, 6.25% thereafter, 6/01/33 ......................................................... 5,000,000 3,651,300 Series B, 5.75%, 6/01/39 .......................................................... 20,000,000 21,219,400 Philadelphia Hospitals and Higher Education Facilities Authority Hospital Revenue, Temple University Health System, Refunding, Series B, 5.50%, 7/01/26 .............. 18,000,000 16,698,600 Sayre Health Care Facilities Authority Revenue, Guthrie Healthcare System, Refunding, Series A, 5.75%, 12/01/21 .............................................. 815,000 839,939 Series A, Pre-Refunded, 5.75%, 12/01/21 ........................................... 2,185,000 2,395,131 Washington County IDA, PCR, West Pennsylvania Power Co., Series G, AMBAC Insured, 6.05%, 4/01/14 .................................................................... 5,025,000 5,036,005 -------------- 404,058,262 -------------- RHODE ISLAND 0.3% Rhode Island State Health and Educational Building Corp. Revenue, Hospital Financing, Lifespan Obligated Group, Pre-Refunded, 6.50%, 8/15/32 ...................................................... 8,000,000 9,074,720 Refunding, NATL Insured, 5.75%, 5/15/23 ........................................... 405,000 406,656 Series A, 7.00%, 5/15/39 .......................................................... 8,200,000 9,084,124 Tobacco Settlement Financing Corp. Revenue, Asset-Backed, Series B, zero cpn., 6/01/52 ........................................................................... 90,000,000 1,488,600 -------------- 20,054,100 -------------- Annual Report | 185 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (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 $ 17,086,410 Greenville County School District Installment Purchase Revenue, Building Equity Sooner Tomorrow, 5.00%, 12/01/28 ......................................................... 10,000,000 10,206,500 Lancaster Educational Assistance Program Inc. Revenue, School District of Lancaster County Project, 5.00%, 12/01/26 ................................................... 15,015,000 15,146,231 Scago Educational Facilities Corp. for Calhoun School District Revenue, School Project, Radian Insured, 5.00%, 12/01/26 .......................................... 7,540,000 6,162,141 Scago Educational Facilities Corp. for Williamsburg School District Revenue, Williamsburg County Project, Refunding, Radian Insured, 5.00%, 12/01/31 ........... 2,000,000 1,857,140 South Carolina Jobs EDA Student Housing Revenue, Coastal Housing Foundation, Series A, 6.50%, 4/01/42 .................................................................... 10,000,000 10,327,600 South Carolina State Public Service Authority Revenue, Refunding, Series A, 5.00%, 1/01/32 ........................................................................... 6,000,000 6,323,520 -------------- 67,109,542 -------------- TENNESSEE 0.9% Clarksville Natural Gas Acquisition Corp. Gas Revenue, 5.00%, 12/15/20 ............... 5,990,000 5,989,521 Johnson City Health and Educational Facilities Board Hospital Revenue, first mortgage, Mountain States Health, Refunding, Series A, NATL Insured, zero cpn., 7/01/27 ........................................................................... 19,365,000 6,170,851 7/01/28 ........................................................................... 19,400,000 5,665,382 7/01/29 ........................................................................... 19,365,000 5,209,379 7/01/30 ........................................................................... 19,370,000 4,745,844 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 2,186,850 Capital Appreciation, Refunding and Improvement, Series A, FSA Insured, zero cpn., 1/01/26 ........................................................................ 2,610,000 1,071,849 Covenant Health System, Refunding and Improvement, Series A, zero cpn., 1/01/37 ... 12,760,000 2,377,953 Covenant Health System, Refunding and Improvement, Series A, zero cpn., 1/01/39 ... 13,755,000 2,313,728 Knox County Health Educational and Housing Facilities Board Revenue, University Health System Inc., Refunding, 5.25%, 4/01/36 ............................................ 20,475,000 19,099,489 Memphis-Shelby County Airport Authority Airport Revenue, Refunding, Series B, 5.75%, 7/01/23 ........................................................................... 5,000,000 5,307,550 7/01/24 ........................................................................... 3,500,000 3,683,505 -------------- 63,821,901 -------------- TEXAS 5.3% Angelina and Neches River Authority Waste Disposal Revenue, Temple-Inland Forest Products, 6.95%, 5/01/23 .......................................................... 1,750,000 1,745,293 Austin Convention Enterprises Inc. Convention Center Revenue, first tier, Refunding, Series B, 5.75%, 1/01/34 ............................................... 7,000,000 5,714,660 Series A, Pre-Refunded, 6.70%, 1/01/32 ............................................ 10,000,000 10,533,000 Bexar County Health Facilities Development Corp. Revenue, Army Retirement Residence, Refunding, 5.00%, 7/01/27 ........................................................................... 1,000,000 930,670 7/01/33 ........................................................................... 1,520,000 1,342,479 186 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) TEXAS (CONTINUED) Brazos County Health Facilities Development Corp. Franciscan Services Corp. Revenue, Obligation Group, St. Joseph Regional, 5.50%, 1/01/38 ............................. $ 5,250,000 $ 5,040,315 Brazos River Authority PCR, Texas Utility Co., Refunding, Series A, 7.70%, 4/01/33 ............................ 21,740,000 14,594,062 TXU Electric Co. Project, Refunding, Series A, 8.25%, 10/01/30 .................... 45,000,000 31,823,550 TXU Electric Co. Project, Refunding, Series C, 7.70%, 3/01/32 ..................... 6,800,000 4,408,848 TXU Electric Co. Project, Refunding, Series D-1, 8.25%, 5/01/33 ................... 17,000,000 11,657,410 TXU Energy Co. LLC Project, Mandatory Put 4/01/13, Refunding, Series A, 6.75%, 4/01/38 ........................................................................ 1,000,000 897,610 TXU Energy Co. LLC Project, Refunding, Series B, 6.30%, 7/01/32 ................... 9,000,000 4,876,380 TXU Energy Co. LLC Project, Refunding, Series C, 6.75%, 10/01/38 .................. 1,555,000 890,517 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 2,406,375 Mandatory Put 6/05/12, Refunding, 6.25%, 5/15/33 .................................. 5,000,000 5,340,900 Brownsville Utility System Revenue, Refunding and Improvement, Series A, AMBAC Insured, 5.00%, 9/01/31 ........................................................... 12,500,000 12,716,000 (b) Central Texas Regional Mobility Authority Revenue, Capital Appreciation, Refunding, zero cpn., 1/01/35 ............................... 3,000,000 449,550 Capital Appreciation, Refunding, zero cpn., 1/01/37 ............................... 2,500,000 319,825 Capital Appreciation, Refunding, zero cpn., 1/01/38 ............................... 2,405,000 284,175 Capital Appreciation, Refunding, zero cpn., 1/01/39 ............................... 2,545,000 277,710 senior lien, Refunding, 5.75%, 1/01/25 ............................................ 2,500,000 2,487,425 Coppell Special Assessment, Gateway Project, 8.70%, 3/01/12 .......................... 1,155,000 1,167,832 Dallas-Fort Worth International Airport Revenue, Joint, Series B, NATL Insured, 6.00%, 11/01/23 ........................................... 4,000,000 4,014,680 Series C, NATL Insured, 6.25%, 11/01/28 ........................................... 3,250,000 3,262,740 El Paso Health Facilities Development Corp. Revenue, Senior Care Facilities, Bienvivir Senior Health, Pre-Refunded, 7.00%, 8/15/12 .................................................................... 385,000 403,168 7.50%, 8/15/18 .................................................................... 2,300,000 2,574,367 7.75%, 8/15/31 .................................................................... 3,000,000 3,368,670 Gulf Coast Waste Disposal Authority Waste Disposal Revenue, Valero Energy Corp. Project, 6.65%, 4/01/32 ........................................................... 1,500,000 1,504,200 Harris County Health Facilities Development Corp. Hospital Revenue, Memorial Hermann Healthcare System, Refunding, Series B, 7.25%, 12/01/35 ........................... 13,500,000 15,251,085 Houston Airport System Revenue, Special Facilities, Continental Airlines, Series E, 6.75%, 7/01/21 .................................................................... 24,995,000 24,205,408 Lubbock Educational Facilities Authority Revenue, Lubbock Christian, Refunding and Improvement, 5.25%, 11/01/37 ...................................................... 1,000,000 916,890 Lufkin Health Facilities Development Corp. Health System Revenue, Memorial Health System of East Texas, 5.50%, 2/15/32 .................................................................... 1,000,000 935,930 5.50%, 2/15/37 .................................................................... 2,500,000 2,233,225 Refunding, 6.25%, 2/15/37 ......................................................... 5,000,000 4,948,350 Matagorda County Navigation District No. 1 PCR, Central Power and Light Co. Project, Refunding, Series A, 6.30%, 11/01/29 .............................................. 10,000,000 10,842,600 Matagorda County Navigation District No. 1 Revenue, Centerpoint Energy Project, Refunding, 5.60%, 3/01/27 ............................. 12,000,000 12,124,680 Houston Lighting, Refunding, AMBAC Insured, 5.125%, 11/01/28 ...................... 7,000,000 6,548,360 Annual Report | 187 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) TEXAS (CONTINUED) 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 $ 19,052,000 System, first tier, Refunding, Series A, 5.625%, 1/01/33 .......................... 1,000,000 1,030,200 System, first tier, Refunding, Series A, 6.25%, 1/01/39 ........................... 12,500,000 13,510,500 System, first tier, Refunding, Series A, 5.75%, 1/01/48 ........................... 30,000,000 30,679,800 System, first tier, Refunding, Series B, 5.75%, 1/01/40 ........................... 11,680,000 12,004,704 System, first tier, Refunding, Series K-2, 6.00%, 1/01/38 ......................... 15,000,000 15,904,950 System, second tier, Refunding, Series F, 5.75%, 1/01/38 .......................... 20,000,000 20,325,600 Sabine River Authority PCR, TXU Electric Co. Project, Refunding, Series A, 5.80%, 7/01/22 .......................................................... 1,000,000 610,940 Series B, 6.15%, 8/01/22 .......................................................... 13,115,000 8,291,828 Series C, 5.20%, 5/01/28 .......................................................... 29,945,000 15,885,523 Sam Rayburn Municipal Power Agency Revenue, Refunding, 6.00%, 10/01/16 .......................................................................... 8,500,000 8,852,920 10/01/21 .......................................................................... 1,500,000 1,540,170 Texas State Turnpike Authority Revenue, Capital Appreciation, AMBAC Insured, zero cpn., 8/15/32 ..................................................................... 51,000,000 11,539,770 Trinity River Authority PCR, Texas Electric Co. Project, Refunding, 6.25%, 5/01/28 ... 445,000 255,030 Tyler Health Facilities Development Corp. Hospital Revenue, East Texas Medical Center, Refunding and Improvement, Series A, 5.375%, 11/01/37 .. 8,000,000 7,348,560 Mother Frances Hospital, Series B, 5.00%, 7/01/37 ................................. 3,400,000 2,905,266 -------------- 382,776,700 -------------- VERMONT 0.2% Vermont Educational and Health Buildings Financing Agency Revenue, Fletcher Allen Health, Series A, AMBAC Insured, 6.00%, 12/01/23 .................................. 15,000,000 15,131,550 -------------- VIRGINIA 0.4% Isle Wight County IDA Environmental Improvement Revenue, International Paper Co. Project, Series A, 6.60%, 5/01/24 ................................................. 1,065,000 1,076,566 James City County EDA Residential Care Facility Revenue, first mortgage, Williamsburg Landing, Series A, 5.35%, 9/01/26 ................................................. 750,000 662,122 Peninsula Ports Authority Coal Terminal Revenue, Dominion Terminal Associates, Refunding, 6.00%, 4/01/33 ......................................................... 9,500,000 9,688,955 Tobacco Settlement Financing Corp. Revenue, Asset-Backed, Pre-Refunded, 5.50%, 6/01/26 ........................................ 2,500,000 2,797,375 Asset-Backed, Pre-Refunded, 5.625%, 6/01/37 ....................................... 3,000,000 3,551,910 Capital Appreciation Bonds, second sub., Refunding, Series D, zero cpn., 6/01/47 .. 50,000,000 1,576,500 Senior Series B1, 5.00%, 6/01/47 .................................................. 6,250,000 4,410,500 Virginia Beach Development Authority Residential Care Facility Mortgage Revenue, Westminster Canterbury Project, Refunding, 5.00%, 11/01/22 ................................................................... 1,000,000 863,260 5.25%, 11/01/26 ................................................................... 2,000,000 1,711,340 5.375%, 11/01/32 .................................................................. 1,000,000 833,370 -------------- 27,171,898 -------------- 188 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) WASHINGTON 2.2% Douglas County PUD No. 1 Wells Hydroelectric Revenue, Refunding, Series B, NATL Insured, 5.00%, 9/01/35 ........................................................... $ 7,685,000 $ 7,832,706 FYI Properties Lease Revenue, Washington State District Project, 5.50%, 6/01/34 ........................................................................... 5,000,000 5,343,150 6/01/39 ........................................................................... 16,250,000 17,226,950 Skagit County Public Hospital District No. 1 Revenue, Skagit Valley Hospital, 5.75%, 12/01/32 .......................................................................... 2,000,000 2,003,500 Snohomish County Public Hospital District No. 3 GO, AMBAC Insured, 5.00%, 12/01/31 ... 10,000,000 9,293,500 Washington State GO, Motor Vehicle Fuel, Series B, 5.00%, 8/01/34 ...................................... 10,000,000 10,465,800 Series A, 5.00%, 7/01/31 .......................................................... 37,965,000 39,910,327 Washington State Health Care Facilities Authority Revenue, Central Washington Health Services, 7.00%, 7/01/39 ................................ 8,500,000 9,137,245 Fred Hutchinson Cancer Center, Refunding, Series A, 6.00%, 1/01/33 ................ 7,500,000 7,600,800 Kadlec Medical Center, Refunding, Series A, Assured Guaranty, 5.00%, 12/01/30 ..... 4,000,000 3,953,880 Providence Health and Services, Refunding, Series A, FGIC Insured, 5.00%, 10/01/36 ....................................................................... 7,000,000 7,026,950 Providence Health and Services, Series A, FGIC Insured, Pre-Refunded, 5.00%, 10/01/36 ....................................................................... 305,000 359,686 Virginia Mason Medical, Series B, ACA Insured, 6.00%, 8/15/37 ..................... 30,000,000 30,285,600 Washington State Higher Education Facilities Authority Revenue, Whitworth University Project, Refunding, 5.625%, 10/01/40 .............................................. 5,235,000 5,178,200 -------------- 155,618,294 -------------- WEST VIRGINIA 0.4% County Commission of Harrison County Solid Waste Disposal Revenue, Allegheny Energy Supply Co. LLC, Refunding, Series D, 5.50%, 10/15/37 .............................. 14,745,000 13,587,960 Pleasants County PCR, County Commission, Series F, 5.25%, 10/15/37 ................... 14,000,000 13,818,280 -------------- 27,406,240 -------------- WISCONSIN 1.0% Central Brown County Water Authority Water System Revenue, Refunding, AMBAC Insured, 5.00%, 12/01/30 ................................................................... 11,205,000 11,326,686 Kaukauna Environmental Improvement Revenue, International Paper Co. Project, Series A, 6.70%, 5/01/24 .................................................................... 4,100,000 4,144,485 Wisconsin Housing and EDA Home Ownership Revenue, Series E, 4.90%, 9/01/37 ........... 22,210,000 21,116,379 Wisconsin State General Fund Annual Appropriation Revenue, Series A, 6.00%, 5/01/33 .. 15,000,000 16,696,800 Wisconsin State Health and Educational Facilities Authority Revenue, Fort Healthcare Inc. Project, 5.75%, 5/01/24 ...................................... 5,000,000 5,058,450 New Castle Place Project, Series A, 7.00%, 12/01/31 ............................... 2,500,000 2,397,500 Thedacare Inc., AMBAC Insured, 5.00%, 12/15/30 .................................... 9,530,000 9,070,845 Thedacare Inc., Series A, 5.50%, 12/15/38 ......................................... 5,000,000 5,144,350 -------------- 74,955,495 -------------- WYOMING 0.2% Campbell County Solid Waste Facilities Revenue, Basin Electric Power Cooperative, Series A, 5.75%, 7/15/39 .......................................................... 5,500,000 5,809,375 Wyoming Municipal Power Agency Power Supply Revenue, Series A, 5.50%, 1/01/28 .................................................................... 1,350,000 1,441,827 5.50%, 1/01/33 .................................................................... 2,360,000 2,482,295 Annual Report | 189 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) WYOMING (CONTINUED) Wyoming Municipal Power Agency Power Supply Revenue, Series A, (continued) 5.50%, 1/01/38 .................................................................... $ 2,810,000 $ 2,942,492 5.00%, 1/01/42 .................................................................... 1,000,000 981,180 5.375%, 1/01/42 ................................................................... 2,750,000 2,850,155 -------------- 16,507,324 -------------- U.S. TERRITORIES 4.1% GUAM 1.2% Guam Government GO, Refunding, Series A, 5.125%, 11/15/27 ............................................. 7,270,000 6,640,709 Refunding, Series A, 5.25%, 11/15/37 .............................................. 37,000,000 31,979,100 Series A, 6.00%, 11/15/19 ......................................................... 8,000,000 8,444,560 Series A, 6.75%, 11/15/29 ......................................................... 10,000,000 10,657,900 Series A, 7.00%, 11/15/39 ......................................................... 15,000,000 16,123,500 Guam Government Waterworks Authority Water and Wastewater System Revenue, Water, 6.00%, 7/01/25 .................................................................... 4,000,000 4,081,680 5.875%, 7/01/35 ................................................................... 8,000,000 7,849,440 -------------- 85,776,889 -------------- NORTHERN MARIANA ISLANDS 0.4% Northern Mariana Islands Commonwealth GO, Refunding, Series B, 5.00%, 10/01/33 ....... 25,000,000 19,409,000 Northern Mariana Islands Commonwealth Ports Authority Seaport Revenue, Series A, 6.60%, 3/15/28 .................................................................... 7,460,000 7,100,950 -------------- 26,509,950 -------------- PUERTO RICO 2.0% Children's Trust Fund Puerto Rico Tobacco Settlement Revenue, Asset-Backed Bonds, Refunding, 5.50%, 5/15/39 .................................................................... 11,500,000 10,179,915 5.625%, 5/15/43 ................................................................... 3,500,000 3,034,080 Puerto Rico Commonwealth Aqueduct and Sewer Authority Revenue, senior lien, Series A, 6.00%, 7/01/38 ........................................................................... 4,000,000 4,102,280 7/01/44 ........................................................................... 5,200,000 5,329,480 Puerto Rico Commonwealth Highway and Transportation Authority Transportation Revenue, Refunding, Series N, FGIC Insured, 5.25%, 7/01/39 ................................. 7,000,000 6,581,540 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 1,378,432 Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, Capital Appreciation, Series A, zero cpn. to 8/01/19, 6.25% thereafter, 8/01/33 ... 36,500,000 21,455,795 Convertible Capital Appreciation, first sub., Series A, zero cpn. to 8/01/16, 6.75% thereafter, 8/01/32 ...................................................... 53,000,000 40,492,530 first sub., Series A, 5.50%, 8/01/42 .............................................. 42,000,000 41,934,480 University of Puerto Rico Revenues, University System, Refunding, Series P, 5.00%, 6/01/30 ........................................................................... 7,645,000 7,014,975 -------------- 141,503,507 -------------- 190 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) U.S. TERRITORIES (CONTINUED) U.S. VIRGIN ISLANDS 0.5% Virgin Islands PFAR, senior lien, Capital Projects, Series A-1, 5.00%, 10/01/24 ........................ $ 555,000 $ 562,143 sub. lien, Refunding, Series C, 5.00%, 10/01/19 ................................... 9,145,000 9,562,469 sub. lien, Refunding, Series C, 5.00%, 10/01/22 ................................... 10,000,000 10,197,900 Virgin Islands Matching Fund Loan Note, Diageo Project, Series A, 6.625%, 10/01/29 ....................................................................... 18,380,000 19,831,653 -------------- 40,154,165 -------------- TOTAL U.S. TERRITORIES ............................................................... 293,944,511 -------------- TOTAL MUNICIPAL BONDS BEFORE SHORT TERM INVESTMENTS (COST $6,782,219,708) ............................................................. 6,765,122,148 -------------- SHORT TERM INVESTMENTS 5.0% MUNICIPAL BONDS 5.0% CALIFORNIA 0.7% California State Revenue, RAN, Sub Series A-1, 3.00%, 5/25/10 ........................ 50,000,000 50,237,000 -------------- CONNECTICUT 0.2% (e) Connecticut State Health and Educational Facilities Authority Revenue, Yale University, Series V-2, Daily VRDN and Put, 0.09%, 7/01/36 ........................ 14,400,000 14,400,000 -------------- FLORIDA 0.1% (e) Florida State Municipal Power Agency Revenue, All Requirements Power Supply, Refunding, Series C, Daily VRDN and Put, 0.15%, 10/01/35 .......................... 4,300,000 4,300,000 -------------- KENTUCKY 0.2% (e) Kentucky Economic Development Finance Authority Hospital Facilities Revenue, Baptist Healthcare System, Refunding, Series B-2, Daily VRDN and Put, 0.12%, 8/15/38 ........................................................................... 11,100,000 11,100,000 -------------- LOUISIANA 0.2% (e) Louisiana State Offshore Terminal Authority Deepwater Port Revenue, Loop Inc. Project, First Stage, ACES, Refunding, Daily VRDN and Put, 0.13%, 9/01/17 .................. 14,000,000 14,000,000 -------------- MASSACHUSETTS 0.9% (e) Massachusetts State Health and Educational Facilities Authority Revenue, Harvard University, Refunding, Series R, Daily VRDN and Put, 0.09%, 11/01/49 ...... 6,600,000 6,600,000 Museum of Fine Arts, Series A-2, Daily VRDN and Put, 0.12%, 12/01/37 .............. 9,200,000 9,200,000 Northeastern University, Refunding, Series Q, Daily VRDN and Put, 0.14%, 10/01/35 ................................................................ 48,600,000 48,600,000 -------------- 64,400,000 -------------- MINNESOTA 0.1% (e) Minneapolis and St. Paul Housing and RDA Health Care System Revenue, Allina Health System, Refunding, Series B-2, Daily VRDN and Put, 0.14%, 11/15/35 ................ 5,800,000 5,800,000 -------------- MISSOURI 0.6% (e) Missouri Development Finance Board Cultural Facilities Revenue, The Nelson Gallery Foundation, Refunding, Series A, Daily VRDN and Put, 0.14%, 12/01/37 .............. 11,600,000 11,600,000 (e) Missouri State Health and Educational Facilities Authority Educational Facilities Revenue, St. Louis University, Refunding, Series A-2, Daily VRDN and Put, 0.12%, 10/01/35 .......................................................................... 5,000,000 5,000,000 Annual Report | 191 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------------- ---------------- -------------- SHORT TERM INVESTMENTS (CONTINUED) MUNICIPAL BONDS (CONTINUED) MISSOURI (CONTINUED) (e) North Kansas City Hospital Revenue, North Kansas City Hospital, Refunding, Daily VRDN and Put, 0.14%, 11/01/33 .......................................................... $ 27,145,000 $ 27,145,000 -------------- 43,745,000 -------------- NEW JERSEY 0.3% (e) Mercer County Improvement Authority Revenue, Atlantic Foundation Project, Refunding, Daily VRDN and Put, 0.13%, 9/01/28 ................................................ 5,500,000 5,500,000 (e) New Jersey EDA School Revenue, School Facilities Construction, Series R, Sub Series R-3, Daily VRDN and Put, 0.14%, 9/01/31 ........................................... 10,150,000 10,150,000 (e) New Jersey Health Care Facilities Financing Authority Revenue, Virtua Health, Series C, Daily VRDN and Put, 0.12%, 7/01/43 ............................................. 8,800,000 8,800,000 -------------- 24,450,000 -------------- NORTH CAROLINA 0.2% (e) Charlotte-Mecklenburg Hospital Authority Health Care System Revenue, Carolinas HealthCare System, Refunding, Series C, Daily VRDN and Put, 0.14%, 1/15/26 ........ 6,800,000 6,800,000 (e) North Carolina Medical Care Commission Health Care Facilities Revenue, Wake Forest University, Refunding, Series D, Daily VRDN and Put, 0.14%, 7/01/34 ............... 11,000,000 11,000,000 -------------- 17,800,000 -------------- OHIO 0.5% (e) Allen County Hospital Facilities Revenue, Catholic Healthcare, Series A, Daily VRDN and Put, 0.14%, 10/01/31 .......................................................... 16,900,000 16,900,000 (e) Cuyahoga County Revenue, Cleveland Clinic Health System Obligated Group, Series B, Sub Series B-1, Daily VRDN and Put, 0.12%, 1/01/39 ................................ 7,400,000 7,400,000 Sub Series B-3, Daily VRDN and Put, 0.12%, 1/01/39 ................................ 9,900,000 9,900,000 -------------- 34,200,000 -------------- PENNSYLVANIA 0.3% (e) Geisinger Authority Health System Revenue, Geisinger Health System, Refunding, Series A, Daily VRDN and Put, 0.14%, 5/15/35 ............................................. 20,900,000 20,900,000 -------------- TEXAS 0.4% (e) Texas Water Development Board Revenue, State Revolver, sub. lien, Refunding, Series A, Daily VRDN and Put, 0.12%, 7/15/19 ................................................ 30,840,000 30,840,000 -------------- VIRGINIA 0.1% (e) Norfolk Redevelopment and Housing Authority Revenue, Old Dominion University Project, Refunding, Daily VRDN and Put, 0.16%, 8/01/31 ........................................................................... 4,300,000 4,300,000 8/01/33 ........................................................................... 5,500,000 5,500,000 -------------- 9,800,000 -------------- 192 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN HIGH YIELD TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------------- ---------------- -------------- SHORT TERM INVESTMENTS (CONTINUED) MUNICIPAL BONDS (CONTINUED) U.S. TERRITORIES 0.2% PUERTO RICO 0.2% (e) Puerto Rico Commonwealth GO, Refunding, Series A-6, Daily VRDN and Put, 0.12%, 7/01/33 ........................................................................... $ 12,400,000 $ 12,400,000 -------------- TOTAL SHORT TERM INVESTMENTS (COST $358,339,340) ..................................... 358,372,000 -------------- TOTAL INVESTMENTS (COST $7,140,559,048) 99.3% ........................................ 7,123,494,148 OTHER ASSETS, LESS LIABILITIES 0.7% .................................................. 47,117,192 -------------- NET ASSETS 100.0% .................................................................... $7,170,611,340 ============== See Abbreviations on page 263. (a) Security has been deemed illiquid because it may not be able to be sold within seven days. At February 28, 2010, the aggregate value of these securities was $12,944,045, representing 0.18% of net assets. (b) Security purchased on a when-issued or delayed delivery basis. See Note 1(b). (c) The bond pays interest and/or principal based upon the issuer's ability to pay, which may be less than the stated interest rate or principal paydown. (d) See Note 6 regarding defaulted securities. (e) 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 | 193 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN NEW JERSEY TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, --------------------------------------------------------------- CLASS A 2010 2009 2008(a) 2007 2006 - ------- ---------- ---------- ---------- ---------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ................. $ 11.29 $ 11.45 $ 12.22 $ 12.15 $ 12.18 ---------- ---------- ---------- ---------- -------- Income from investment operations(b): Net investment income(c) ........................ 0.52 0.51 0.50 0.51 0.52 Net realized and unrealized gains (losses) ...... 0.69 (0.18) (0.77) 0.08 (0.02) ---------- ---------- ---------- ---------- -------- Total from investment operations ................... 1.21 0.33 (0.27) 0.59 0.50 ---------- ---------- ---------- ---------- -------- Less distributions from net investment income ...... (0.51) (0.49) (0.50) (0.52) (0.53) ---------- ---------- ---------- ---------- -------- Redemption fees(d) ................................. -- --(e) --(e) --(e) --(e) ---------- ---------- ---------- ---------- -------- Net asset value, end of year ....................... $ 11.99 $ 11.29 $ 11.45 $ 12.22 $ 12.15 ========== ========== ========== ========== ======== Total return(f) .................................... 10.87% 2.94% (2.29)% 4.96% 4.17% RATIOS TO AVERAGE NET ASSETS Expenses ........................................... 0.63% 0.63% 0.64% 0.64% 0.65% Net investment income .............................. 4.42% 4.41% 4.17% 4.23% 4.28% SUPPLEMENTAL DATA Net assets, end of year (000's) .................... $1,230,689 $1,100,142 $1,081,204 $1,006,797 $892,122 Portfolio turnover rate ............................ 9.93% 10.97% 10.99% 3.65% 8.11% (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. 194 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN NEW JERSEY TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, -------------------------------------------------- CLASS B 2010 2009 2008(a) 2007 2006 - ------- ------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ................. $ 11.36 $ 11.52 $ 12.28 $ 12.22 $ 12.24 ------- ------- ------- ------- ------- Income from investment operations(b): Net investment income(c) ........................ 0.46 0.44 0.44 0.45 0.46 Net realized and unrealized gains (losses) ...... 0.69 (0.17) (0.76) 0.06 (0.02) ------- ------- ------- ------- ------- Total from investment operations ................... 1.15 0.27 (0.32) 0.51 0.44 ------- ------- ------- ------- ------- Less distributions from net investment income ...... (0.44) (0.43) (0.44) (0.45) (0.46) ------- ------- ------- ------- ------- Redemption fees(d) ................................. -- --(e) --(e) --(e) --(e) ------- ------- ------- ------- ------- Net asset value, end of year ....................... $ 12.07 $ 11.36 $ 11.52 $ 12.28 $ 12.22 ======= ======= ======= ======= ======= Total return(f) .................................... 10.30% 2.36% (2.73)% 4.28% 3.66% RATIOS TO AVERAGE NET ASSETS Expenses ........................................... 1.18% 1.18% 1.19% 1.19% 1.20% Net investment income .............................. 3.87% 3.86% 3.62% 3.68% 3.73% SUPPLEMENTAL DATA Net assets, end of year (000's) .................... $34,899 $47,329 $60,396 $72,203 $78,327 Portfolio turnover rate ............................ 9.93% 10.97% 10.99% 3.65% 8.11% (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 | 195 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN NEW JERSEY TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ------------------------------------------------------- CLASS C 2010 2009 2008(a) 2007 2006 - ------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ................. $ 11.39 $ 11.55 $ 12.31 $ 12.24 $ 12.27 -------- -------- -------- -------- -------- Income from investment operations(b): Net investment income(c) ........................ 0.46 0.45 0.44 0.45 0.46 Net realized and unrealized gains (losses) ...... 0.70 (0.18) (0.76) 0.07 (0.03) -------- -------- -------- -------- -------- Total from investment operations ................... 1.16 0.27 (0.32) 0.52 0.43 -------- -------- -------- -------- -------- Less distributions from net investment income ...... (0.44) (0.43) (0.44) (0.45) (0.46) -------- -------- -------- -------- -------- Redemption fees(d) ................................. -- --(e) --(e) --(e) --(e) -------- -------- -------- -------- -------- Net asset value, end of year ....................... $ 12.11 $ 11.39 $ 11.55 $ 12.31 $ 12.24 ======== ======== ======== ======== ======== Total return(f) .................................... 10.35% 2.35% (2.73)% 4.35% 3.57% RATIOS TO AVERAGE NET ASSETS Expenses ........................................... 1.18% 1.18% 1.19% 1.19% 1.20% Net investment income .............................. 3.87% 3.86% 3.62% 3.68% 3.73% SUPPLEMENTAL DATA Net assets, end of year (000's) .................... $292,947 $207,945 $166,918 $158,706 $139,401 Portfolio turnover rate ............................ 9.93% 10.97% 10.99% 3.65% 8.11% (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. 196 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN NEW JERSEY TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ----------------- ADVISOR CLASS 2010 2009(a) - ------------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ................. $ 11.29 $11.78 ------- ------ Income from investment operations(b): Net investment income(c) ........................ 0.53 0.35 Net realized and unrealized gains (losses) ...... 0.69 (0.51) ------- ------ Total from investment operations ................... 1.22 (0.16) ------- ------ Less distributions from net investment income ...... (0.52) (0.33) ------- ------ Redemption fees(d) ................................. -- --(e) ------- ------ Net asset value, end of year ....................... $ 11.99 $11.29 ======= ====== Total return(f) .................................... 10.98% (1.29)% RATIOS TO AVERAGE NET ASSETS(g) Expenses ........................................... 0.53% 0.53% Net investment income .............................. 4.52% 4.51% SUPPLEMENTAL DATA Net assets, end of year (000's) .................... $13,791 $ 770 Portfolio turnover rate ............................ 9.93% 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) Effective September 1, 2008, the redemption fee was eliminated. (e) Amount rounds to less than $0.01 per share. (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 | 197 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 FRANKLIN NEW JERSEY TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS 98.3% DELAWARE 0.7% Delaware River and Bay Authority Revenue, NATL Insured, 5.00%, 1/01/27 ............... $ 10,000,000 $ 10,213,300 -------------- NEW JERSEY 68.4% Atlantic County Improvement Authority Luxury Tax Revenue, Convention Center Project, NATL Insured, ETM, 7.40%, 7/01/16 ................................................. 9,500,000 11,412,255 Bergen County Improvement Authority School District Revenue GO, Wyckoff Township Board of Education Project, 5.00%, 4/01/32 .............................................. 3,400,000 3,570,680 Bergen County Utilities Authority Water PCR, System, AMBAC Insured, 5.00%, 12/15/31 .. 3,000,000 3,090,840 Berhards Township School District GO, NATL Insured, 5.00%, 7/15/30 .................................................................... 1,680,000 1,758,691 Pre-Refunded, 5.00%, 7/15/30 ...................................................... 8,358,000 9,780,866 Berkeley Township Board of Education GO, FSA Insured, 4.75%, 8/01/22 ................. 1,975,000 2,016,574 Cape May County Industrial PCFA Revenue, Atlantic City Electric Co., Refunding, Series A, NATL Insured, 6.80%, 3/01/21 ................................................... 5,400,000 6,583,518 Cumberland County Improvement Authority Solid Waste System Revenue, Series A, 5.00%, 1/01/30 ........................................................................... 3,150,000 3,087,662 Egg Harbor Township School District GO, FGIC Insured, Pre-Refunded, 5.125%, 7/15/24 ....................................... 4,870,000 5,235,201 NATL Insured, Pre-Refunded, 5.00%, 4/01/29 ........................................ 3,195,000 3,736,329 NATL Insured, Pre-Refunded, 5.00%, 4/01/30 ........................................ 3,027,000 3,539,865 Freehold Township Board of Education GO, NATL Insured, Pre-Refunded, 5.00%, 2/15/30 .. 1,500,000 1,567,560 Hammonton School District GO, FGIC Insured, Pre-Refunded, 5.00%, 8/01/26 ........................................................................... 1,155,000 1,242,029 8/01/27 ........................................................................... 1,215,000 1,306,550 Higher Education Student Assistance Authority Student Loan Revenue, Series A, NATL Insured, 6.15%, 6/01/19 .................................................................... 1,150,000 1,164,076 Hoboken GO, Parking Utility, Series A, FGIC Insured, 5.00%, 1/01/23 .................. 4,315,000 4,318,064 Hoboken Parking Authority Parking Revenue, AMBAC Insured, Pre-Refunded, 5.30%, 5/01/27 ........................................................................... 3,600,000 3,866,940 Hudson County Improvement Authority Lease Revenue, County Secured, County Services Building Project, FSA Insured, 5.00%, 4/01/32 ..................................... 3,895,000 4,110,783 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 2,085,660 Hudson County Improvement Authority Solid Waste Systems Revenue, Koppers Site Project, Series A, 6.125%, 1/01/29 ......................................................... 6,510,000 4,935,752 Jersey City GO, Series A, FSA Insured, Pre-Refunded, 5.625%, 3/01/20 ................. 1,000,000 1,010,000 Lafayette Yard Community Development Corp. Revenue, Hotel/Conference Center Project, Trenton Guaranteed, NATL Insured, Pre-Refunded, 6.00%, 4/01/29 .................................................................... 1,750,000 1,775,375 5.80%, 4/01/35 .................................................................... 2,520,000 2,556,137 Middlesex County COP, NATL Insured, 5.00%, 8/01/31 .................................................................... 3,250,000 3,291,827 zero cpn., 6/15/24 ................................................................ 1,000,000 488,440 Middlesex County Improvement Authority Lease Revenue, County Guaranteed, Regional Educational Services Commission, 5.25%, 12/15/33 .................................. 3,000,000 3,256,740 Middlesex County Improvement Authority Revenue, Administration Building Residential Project, FNMA Insured, 5.25%, 7/01/21 .................................................................... 750,000 759,150 5.35%, 7/01/34 .................................................................... 1,575,000 1,579,473 198 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN NEW JERSEY TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) NEW JERSEY (CONTINUED) Monroe Township Municipal Utilities Authority Middlesex County Revenue, FGIC Insured, Pre-Refunded, 5.00%, 2/01/26 ...................................................... $ 1,000,000 $ 1,043,200 Morristown Parking Authority Parking Revenue, NATL Insured, 5.00%, 8/01/30 ........................................................................... 1,815,000 1,907,765 8/01/33 ........................................................................... 2,630,000 2,743,984 Mount Olive Township Board of Education GO, NATL Insured, Pre-Refunded, 5.00%, 7/15/29 ........................................................................... 7,875,000 9,147,915 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 5,000,850 New Jersey EDA Revenue, Cigarette Tax, 5.50%, 6/15/24 ..................................................... 5,000,000 4,965,350 Cigarette Tax, 5.75%, 6/15/34 ..................................................... 5,000,000 4,797,600 Hillcrest Health Services System Project, Refunding, AMBAC Insured, 5.375%, 1/01/16 ........................................................................ 2,500,000 2,504,475 Motor Vehicle Surcharge Revenue, Series A, NATL Insured, 5.00%, 7/01/27 ........... 5,000,000 5,017,000 Motor Vehicle Surcharge Revenue, Series A, NATL Insured, 5.00%, 7/01/29 ........... 12,500,000 12,504,000 Motor Vehicle Surcharge Revenue, Series A, NATL Insured, 5.00%, 7/01/34 ........... 10,000,000 9,724,900 Municipal Rehabilitation, Series A, AMBAC Insured, 5.00%, 4/01/28 ................. 16,240,000 16,503,088 School Facilities Construction, Refunding, Series K, FGIC Insured, 5.25%, 12/15/21 10,000,000 11,305,500 School Facilities Construction, Series C, NATL Insured, 4.75%, 6/15/25 ............ 16,500,000 16,630,185 School Facilities Construction, Series L, FSA Insured, 5.00%, 3/01/30 ............. 10,500,000 10,789,170 School Facilities Construction, Series O, 5.125%, 3/01/28 ......................... 5,000,000 5,204,150 School Facilities Construction, Series U, 5.00%, 9/01/37 .......................... 5,000,000 5,009,250 School Facilities Construction, Series U, AMBAC Insured, 5.00%, 9/01/37 ........... 5,000,000 5,059,300 School Facilities Construction, Series U, FSA Insured, 5.00%, 9/01/32 ............. 2,000,000 2,059,160 School Facilities Construction, Series Y, 5.00%, 9/01/33 .......................... 6,000,000 6,057,900 School Facilities Construction, Series Z, Assured Guaranty, 5.50%, 12/15/34 ....... 3,000,000 3,256,260 New Jersey EDA State Lease Revenue, Liberty State Park Lease Rental, Refunding, AMBAC Insured, 5.75%, 3/15/20 ..................................................... 4,605,000 4,616,512 New Jersey EDA Water Facilities Revenue, American Water Co., Refunding, Series A, 5.70%, 10/01/39 .......................... 10,000,000 9,914,700 Hackensack Water Co. Project, Refunding, Series A, NATL Insured, 5.80%, 3/01/24 ... 1,000,000 1,000,470 New Jersey American Water Co., Refunding, Series B, 5.00%, 10/01/39 ............... 8,750,000 8,736,262 New Jersey Health Care Facilities Financing Authority Revenue, Atlantic City Medical Center, Pre-Refunded, 5.75%, 7/01/25 ........................ 2,170,000 2,420,418 Atlantic City Medical Center, Refunding, 5.75%, 7/01/25 ........................... 2,830,000 2,902,108 Atlantic Health System Hospital Corp., Series A, 5.00%, 7/01/27 ................... 8,000,000 8,141,200 Atlanticare Regional Medical Center, 5.00%, 7/01/25 ............................... 4,605,000 4,723,947 Atlanticare Regional Medical Center, Refunding, 5.00%, 7/01/37 .................... 19,490,000 19,402,295 Burdette Tomlin Memorial Hospital, 5.50%, 7/01/29 ................................. 5,725,000 5,729,637 Englewood Hospital, NATL Insured, 5.00%, 8/01/31 .................................. 9,275,000 9,314,604 Hackensack University Medical Center, 6.00%, 1/01/34 .............................. 10,000,000 10,044,600 Hackensack University Medical Center, Refunding, Assured Guaranty, 5.25%, 1/01/31 ........................................................................ 5,000,000 5,154,900 Hackensack University Medical Center, Refunding, Assured Guaranty, 5.25%, 1/01/36 ........................................................................ 5,000,000 5,145,050 Holy Name Hospital, 5.00%, 7/01/36 ................................................ 5,000,000 4,152,650 Hunterdon Medical Center, Series A, 5.125%, 7/01/35 ............................... 2,000,000 1,976,100 Jersey City Medical Center, AMBAC Insured, 5.00%, 8/01/31 ......................... 4,675,000 4,689,960 Meridian Health System Obligated Group Issue, FSA Insured, 5.25%, 7/01/29 ......... 20,000,000 20,029,600 Annual Report | 199 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (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) Meridian Health System Obligated Group Issue, Refunding, FSA Insured, 5.375%, 7/01/24 ........................................................................ $ 6,500,000 $ 6,524,505 Meridian Health System Obligated Group Issue, Tranche I, Assured Guaranty, 5.00%, 7/01/38 ........................................................................ 10,000,000 9,954,300 Meridian Health System Obligated Group Issue, Tranche II, Assured Guaranty, 5.00%, 7/01/38 ........................................................................ 14,000,000 13,936,020 Robert Wood Johnson University Hospital, 5.75%, 7/01/25 ........................... 5,000,000 5,015,850 Somerset Medical Center, 5.75%, 7/01/28 ........................................... 11,000,000 9,097,770 South Jersey Hospital, 5.00%, 7/01/36 ............................................. 10,000,000 9,883,800 South Jersey Hospital, 5.00%, 7/01/46 ............................................. 27,200,000 26,400,320 South Jersey Hospital, Pre-Refunded, 5.875%, 7/01/21 .............................. 10,000,000 11,182,800 South Jersey Hospital, Pre-Refunded, 6.00%, 7/01/32 ............................... 18,600,000 20,853,576 Southern Ocean County Hospital, FSA Insured, 5.00%, 7/01/27 ....................... 2,000,000 2,000,500 St. Barnabas Health Care System, Series A, 5.00%, 7/01/29 ......................... 12,000,000 9,585,120 St. Mary's Hospital, ETM, 5.875%, 7/01/12 ......................................... 1,535,000 1,594,604 St. Mary's Hospital Passaic, Series 1, 5.00%, 3/01/26 ............................. 3,355,000 3,446,591 St. Mary's Hospital Passaic, Series 1, 5.00%, 3/01/27 ............................. 3,345,000 3,410,227 St. Peter's University Hospital, Refunding, Series A, 6.875%, 7/01/30 ............. 1,500,000 1,505,490 State Contract Hospital Asset Transitions Program, Series A, 5.25%, 10/01/38 ...... 15,000,000 15,300,300 Virtua Health, Assured Guaranty, 5.50%, 7/01/38 ................................... 10,000,000 10,497,700 New Jersey Health Care Facilities Financing Authority State Contract Revenue, 5.75%, 10/01/31 .......................................................................... 10,000,000 10,611,700 New Jersey State COP, Equipment Lease Purchase, Series A, 5.25%, 6/15/29 ............. 1,000,000 1,034,830 New Jersey State Educational Facilities Authority Revenue, College of New Jersey, Refunding, Series D, FSA Insured, 5.00%, 7/01/28 ........... 5,940,000 6,309,290 College of New Jersey, Refunding, Series D, FSA Insured, 5.00%, 7/01/35 ........... 11,000,000 11,194,150 FGIC Insured, Pre-Refunded, 5.50%, 7/01/30 ........................................ 6,615,000 6,729,572 Kean University, Refunding, Series A, 5.50%, 9/01/36 .............................. 6,500,000 6,869,070 Kean University, Series B, NATL Insured, Pre-Refunded, 5.00%, 7/01/30 ............. 5,240,000 6,146,048 Kean University, Series D, FGIC Insured, 5.00%, 7/01/39 ........................... 10,695,000 10,596,713 Kean University, Series D, FGIC Insured, Pre-Refunded, 5.00%, 7/01/33 ............. 10,000,000 11,256,800 Montclair State University, Refunding, Series A, AMBAC Insured, 5.00%, 7/01/31 .... 15,000,000 15,104,100 Montclair State University, Refunding, Series A, AMBAC Insured, 5.00%, 7/01/36 .... 20,000,000 20,030,800 Montclair State University, Series J, 5.25%, 7/01/38 .............................. 2,000,000 2,044,500 Princeton University, Refunding, Series A, 5.00%, 7/01/30 ......................... 5,000,000 5,284,200 Princeton University, Refunding, Series E, 5.00%, 7/01/33 ......................... 5,000,000 5,360,550 Princeton University, Series D, Pre-Refunded, 5.00%, 7/01/29 ...................... 1,000,000 1,160,230 Ramapo College of New Jersey, Series D, AMBAC Insured, Pre-Refunded, 5.00%, 7/01/25 ........................................................................ 1,000,000 1,058,090 Ramapo College of New Jersey, Series D, AMBAC Insured, Pre-Refunded, 5.00%, 7/01/31 ........................................................................ 1,500,000 1,587,135 Ramapo College of New Jersey, Series D, NATL Insured, Pre-Refunded, 5.00%, 7/01/36 ........................................................................ 6,745,000 7,846,054 Ramapo College of New Jersey, Series E, FGIC Insured, Pre-Refunded, 5.00%, 7/01/34 2,000,000 2,306,740 Refunding, Series D, 5.00%, 7/01/27 ............................................... 1,325,000 1,311,591 Refunding, Series D, 5.00%, 7/01/33 ............................................... 1,000,000 947,220 200 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (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) Richard Stockton College, Refunding, Series A, 5.375%, 7/01/38 .................... $ 5,000,000 $ 5,205,550 Richard Stockton College, Refunding, Series F, AMBAC Insured, 5.00%, 7/01/28 ...... 2,370,000 2,422,069 Rowan University, Refunding, Series C, FGIC Insured, 5.00%, 7/01/31 ............... 1,505,000 1,538,050 Rowan University, Refunding, Series D, AMBAC Insured, 5.00%, 7/01/24 .............. 1,755,000 1,878,341 Rowan University, Series C, FGIC Insured, Pre-Refunded, 5.00%, 7/01/31 ............ 495,000 530,046 Rowan University, Series K, FGIC Insured, Pre-Refunded, 5.00%, 7/01/27 ............ 1,000,000 1,096,900 Seton Hall University, Refunding, Series E, 6.25%, 7/01/37 ........................ 5,000,000 5,639,850 Seton Hall University Project, Series G, AMBAC Insured, 5.00%, 7/01/26 ............ 1,870,000 1,891,673 Stevens Institute of Technology, Refunding, Series A, 5.00%, 7/01/34 .............. 4,750,000 4,457,400 Stevens Institute of Technology, Refunding, Series I, 5.00%, 7/01/18 .............. 590,000 591,186 Stevens Institute of Technology, Refunding, Series I, 5.00%, 7/01/28 .............. 865,000 848,660 Stevens Institute of Technology, Series I, ETM, 5.00%, 7/01/18 .................... 510,000 513,381 Stevens Institute of Technology, Series I, ETM, 5.00%, 7/01/28 .................... 710,000 712,251 William Paterson University, Series C, Assured Guaranty, 5.00%, 7/01/38 ........... 5,500,000 5,566,880 New Jersey State Higher Education Assistance Authority Student Loan Revenue, Refunding, Series 1A, 5.00%, 12/01/25 ............................................. 4,150,000 4,239,640 Refunding, Series 1A, 5.00%, 12/01/26 ............................................. 2,000,000 2,046,340 Refunding, Series 1A, 5.125%, 12/01/27 ............................................ 5,000,000 5,096,850 Refunding, Series 1A, 5.25%, 12/01/28 ............................................. 5,000,000 5,149,550 Series A, 5.625%, 6/01/30 ......................................................... 14,500,000 15,394,650 Series A, Assured Guaranty, 6.125%, 6/01/30 ....................................... 10,000,000 10,688,900 New Jersey State Housing and Mortgage Finance Agency MFHR, Series A1, FSA Insured, 6.35%, 11/01/31 ........................................... 2,000,000 2,002,700 Series B, FSA Insured, 6.25%, 11/01/26 ............................................ 970,000 971,959 Series D, FSA Insured, 5.50%, 5/01/22 ............................................. 725,000 734,614 Series E1, FSA Insured, 5.70%, 5/01/20 ............................................ 2,595,000 2,609,973 Series E1, FSA Insured, 5.75%, 5/01/25 ............................................ 1,165,000 1,170,580 Series I, 5.75%, 11/01/38 ......................................................... 3,595,000 3,685,450 New Jersey State Housing and Mortgage Finance Agency Revenue, Home Buyer, Series CC, NATL Insured, 5.875%, 10/01/31 ............................. 940,000 944,531 Series AA, 6.50%, 10/01/38 ........................................................ 8,365,000 8,989,615 New Jersey State Transportation Trust Fund Authority Revenue, Capital Appreciation, Transportation System, Series A, zero cpn., 12/15/29 ........ 5,000,000 1,582,650 Capital Appreciation, Transportation System, Series C, FSA Insured, zero cpn., 12/15/33 ....................................................................... 10,000,000 2,585,000 Transportation System, Series A, 6.00%, 12/15/38 .................................. 25,000,000 27,866,750 Transportation System, Series A, AMBAC Insured, 5.00%, 12/15/34 ................... 10,000,000 10,069,800 Transportation System, Series A, FSA Insured, 5.00%, 12/15/34 ..................... 15,000,000 15,397,650 Transportation System, Series A, zero cpn., 12/15/32 .............................. 10,000,000 2,635,200 Transportation System, Series B, NATL Insured, Pre-Refunded, 5.00%, 12/15/21 ...... 10,000,000 10,796,000 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 5,902,350 Refunding, Series I, 5.00%, 1/01/35 ............................................... 5,000,000 5,144,450 Series A, AMBAC Insured, 5.00%, 1/01/30 ........................................... 13,500,000 13,785,120 Series E, 5.25%, 1/01/40 .......................................................... 21,920,000 22,797,458 Series H, 5.00%, 1/01/36 .......................................................... 14,000,000 14,360,780 Annual Report | 201 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN NEW JERSEY TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) NEW JERSEY (CONTINUED) Newark Housing Authority Port Authority Revenue, Newark Marine Terminal, NATL Insured, Pre-Refunded, 5.00%, 1/01/26 .................................................................... $ 3,245,000 $ 3,711,469 5.50%, 1/01/27 .................................................................... 3,240,000 3,766,241 5.50%, 1/01/28 .................................................................... 2,000,000 2,324,840 5.00%, 1/01/34 .................................................................... 25,000,000 28,593,750 5.00%, 1/01/37 .................................................................... 3,965,000 4,534,969 North Hudson Sewer Authority New Jersey Sewer Revenue, Series C, NATL Insured, 5.00%, 8/01/22 ........................................................................... 1,000,000 1,005,910 8/01/31 ........................................................................... 1,000,000 939,140 Ocean County Board of Education GO, Cape May, FGIC Insured, Pre-Refunded, 5.00%, 4/01/21 ........................................................................... 2,155,000 2,265,099 4/01/22 ........................................................................... 2,142,000 2,251,435 Passaic County Improvement Authority Parking Facilities Revenue, Paterson Parking Deck Project, Series A, FSA Insured, 5.00%, 4/15/35 .................................... 1,375,000 1,425,751 Passaic Valley Sewer Commissioners GO, Sewer System, Refunding, Series E, AMBAC Insured, 5.75%, 12/01/22 .......................................................... 8,925,000 9,028,530 Rutgers State University COP, AMBAC Insured, 5.00%, 1/01/34 .......................... 1,000,000 1,029,030 Rutgers State University Revenue, Series F, 5.00%, 5/01/39 ........................... 32,520,000 34,051,042 Salem County Improvement Authority Revenue, City Guaranteed, Finlaw State Office Building, FSA Insured, 5.25%, 8/15/38 ............................................. 1,625,000 1,689,903 South Jersey Transportation Authority Transportation System Revenue, AMBAC Insured, 5.00%, 11/01/29 ................................................................... 12,000,000 12,128,760 Sussex County Municipal Utilities Authority Wastewater Facilities Revenue, Capital Appreciation, Series B, FSA Insured, zero cpn., 12/01/35 .......................................................................... 2,815,000 665,691 12/01/36 .......................................................................... 2,810,000 623,427 12/01/37 .......................................................................... 2,815,000 587,153 12/01/38 .......................................................................... 2,810,000 552,390 Tobacco Settlement FICO Revenue, Asset-Backed, Pre-Refunded, 6.00%, 6/01/37 .......... 13,000,000 14,503,580 Union County Utilities Authority Solid Waste Revenue, sub lease, Ogden Martin, Refunding, Series A, AMBAC Insured, 5.35%, 6/01/23 ................................ 2,245,000 2,221,719 University of Medicine and Dentistry COP, AMBAC Insured, 5.00%, 4/15/32 ..................................................... 4,625,000 4,258,746 NATL Insured, 5.00%, 6/15/36 ...................................................... 15,500,000 14,068,730 Series A, NATL Insured, 5.00%, 9/01/22 ............................................ 1,700,000 1,728,237 University of Medicine and Dentistry Revenue, Series A, AMBAC Insured, 5.00%, 12/01/24 .......................................................................... 2,500,000 2,401,475 12/01/31 .......................................................................... 29,395,000 27,225,355 Upper Freehold Regional School District GO, NATL Insured, Pre-Refunded, 5.00%, 2/15/35 ........................................................................... 8,730,000 10,248,147 Woodbridge Township GO, FGIC Insured, 5.00%, 7/15/24 ................................. 1,220,000 1,296,409 -------------- 1,076,099,633 -------------- 202 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN NEW JERSEY TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) NEW YORK 8.0% 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 $ 10,448,400 One Hundred Forty-Eighth Series, FSA Insured, 5.00%, 8/15/37 ...................... 5,000,000 5,195,150 One Hundred Forty-Fourth Series, 5.00%, 10/01/29 .................................. 5,000,000 5,295,400 One Hundred Forty-Ninth Series, 5.00%, 11/15/31 ................................... 10,000,000 10,568,200 One Hundred Sixty-First Series, 5.00%, 10/15/33 ................................... 10,000,000 10,586,500 One Hundred Twenty-Fifth Series, FSA Insured, 5.00%, 4/15/32 ...................... 23,950,000 24,626,108 Refunding, One Hundred Fifty-Third Series, 5.00%, 7/15/38 ......................... 8,850,000 9,224,178 Refunding, One Hundred Sixtieth Series, 5.00%, 9/15/36 ............................ 40,000,000 42,138,400 Port Authority of New York and New Jersey Special Obligation Revenue, John F. Kennedy International Air Terminal, NATL Insured, 5.75%, 12/01/22 ......................... 8,000,000 7,963,520 -------------- 126,045,856 -------------- PENNSYLVANIA 1.5% Delaware River Joint Toll Bridge Commission Bridge Revenue, Series A, NATL Insured, 5.00%, 7/01/35 .................................................................... 5,000,000 5,076,250 Delaware River Port Authority Pennsylvania and New Jersey Revenue, FSA Insured, 5.75%, 1/01/22 ........................................................................... 8,500,000 8,516,320 1/01/26 ........................................................................... 10,000,000 10,015,000 -------------- 23,607,570 -------------- U.S. TERRITORIES 19.7% PUERTO RICO 19.4% Puerto Rico Commonwealth Aqueduct and Sewer Authority Revenue, senior lien, Series A, 6.00%, 7/01/44 .................................................................... 4,100,000 4,202,090 Puerto Rico Commonwealth GO, Public Improvement, FSA Insured, Pre-Refunded, 5.125%, 7/01/30 ........................................ 13,655,000 14,527,418 Refunding, FSA Insured, 5.125%, 7/01/30 ........................................... 8,350,000 8,391,416 Refunding, Series A-4, FSA Insured, 5.00%, 7/01/31 ................................ 7,000,000 7,122,570 Series A, 5.00%, 7/01/29 .......................................................... 10,000,000 9,465,600 Series B, 5.00%, 7/01/35 .......................................................... 1,825,000 1,661,535 Series B, Pre-Refunded, 5.00%, 7/01/35 ............................................ 3,175,000 3,754,977 Puerto Rico Commonwealth Highway and Transportation Authority Highway Revenue, Refunding, Series CC, FSA Insured, 5.25%, 7/01/34 ................................. 5,000,000 5,290,900 Puerto Rico Commonwealth Highway and Transportation Authority Transportation Revenue, Refunding, Series N, NATL Insured, 5.25%, 7/01/32 ................................. 10,000,000 9,692,500 Series B, Pre-Refunded, 6.00%, 7/01/39 ............................................ 10,000,000 10,288,800 Series D, Pre-Refunded, 5.375%, 7/01/36 ........................................... 5,000,000 5,515,450 Puerto Rico Commonwealth Infrastructure Financing Authority Special Obligation, Series A, Pre-Refunded, 5.50%, 10/01/32 ........................................... 1,000,000 1,040,760 Puerto Rico Commonwealth Infrastructure Financing Authority Special Tax Revenue, Series B, 5.00%, 7/01/37 .......................................................... 8,000,000 7,238,640 Puerto Rico Electric Power Authority Power Revenue, Series II, Pre-Refunded, 5.25%, 7/01/31 ........................................... 13,000,000 14,510,470 Series RR, FGIC Insured, Pre-Refunded, 5.00%, 7/01/35 ............................. 30,000,000 35,322,900 Series TT, 5.00%, 7/01/32 ......................................................... 22,000,000 21,449,560 Series TT, 5.00%, 7/01/37 ......................................................... 17,925,000 17,176,990 Series WW, 5.50%, 7/01/38 ......................................................... 16,620,000 16,773,236 Annual Report | 203 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN NEW JERSEY TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------------- ---------------- -------------- MUNICIPAL BONDS (CONTINUED) U.S. TERRITORIES (CONTINUED) PUERTO RICO (CONTINUED) Puerto Rico Industrial Tourist Educational Medical and Environmental Control Facilities Financing Authority Educational Facilities Revenue, University Plaza Project, Series A, NATL Insured, 5.00%, 7/01/33 ................................... $ 1,000,000 $ 935,900 Puerto Rico PBA Guaranteed Revenue, Government Facilities, Refunding, Series D, 5.375%, 7/01/33 .............................................. 6,830,000 6,726,799 Refunding, Series N, 5.00%, 7/01/32 ............................................... 20,000,000 18,032,600 Series D, Pre-Refunded, 5.375%, 7/01/33 ........................................... 18,170,000 19,998,629 Puerto Rico Public Finance Corp. Revenue, Commonwealth Appropriation, Series A, NATL Insured, Pre-Refunded, 5.00%, 8/01/29 ........................................ 5,000,000 5,301,350 Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, first sub., Series A, 5.75%, 8/01/37 .................................................................... 10,000,000 10,337,000 5.50%, 8/01/42 .................................................................... 17,000,000 16,973,480 6.00%, 8/01/42 .................................................................... 32,000,000 33,472,320 -------------- 305,203,890 -------------- U.S. VIRGIN ISLANDS 0.3% Virgin Islands PFAR, Gross Receipts Taxes Loan Note, Radian Insured, 5.00%, 10/01/33.. 5,000,000 4,709,450 -------------- TOTAL U.S. TERRITORIES ............................................................... 309,913,340 -------------- TOTAL MUNICIPAL BONDS BEFORE SHORT TERM INVESTMENTS (COST $1,507,724,018) ................................................................ 1,545,879,699 -------------- SHORT TERM INVESTMENTS 0.5% MUNICIPAL BONDS 0.5% NEW JERSEY 0.4% (a) New Jersey EDA Natural Gas Facilities Revenue, NUI Corp., Series A, Daily VRDN and Put, 0.12%, 6/01/26 ............................................................... 1,000,000 1,000,000 (a) New Jersey EDA School Revenue, School Facilities Construction, Series R, Sub Series R-1, Daily VRDN and Put, 0.11%, 9/01/31 ................................ 5,300,000 5,300,000 Sub Series R-3, Daily VRDN and Put, 0.14%, 9/01/31 ................................ 1,000,000 1,000,000 -------------- 7,300,000 -------------- NEW YORK 0.0%(b) (a) Port Authority of New York and New Jersey Special Obligation Revenue, Versatile Structure Obligations, Refunding, Series 3, Daily VRDN and Put, 0.12%, 6/01/20 .... 200,000 200,000 -------------- 204 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN NEW JERSEY TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------------- ---------------- -------------- SHORT TERM INVESTMENTS (CONTINUED) MUNICIPAL BONDS (CONTINUED) U.S. TERRITORIES 0.1% PUERTO RICO 0.1% (a) Puerto Rico Commonwealth GO, Public Improvement, Refunding, Series B, Daily VRDN and Put, 0.12%, 7/01/32 ....... $ 300,000 $ 300,000 Refunding, Series A-6, Daily VRDN and Put, 0.12%, 7/01/33 ......................... 500,000 500,000 -------------- 800,000 -------------- TOTAL SHORT TERM INVESTMENTS (COST $8,300,000) ....................................... 8,300,000 -------------- TOTAL INVESTMENTS (COST $1,516,024,018) 98.8% ........................................ 1,554,179,699 OTHER ASSETS, LESS LIABILITIES 1.2% .................................................. 18,146,132 -------------- NET ASSETS 100.0% .................................................................... $1,572,325,831 ============== See Abbreviations on page 263. (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. (b) Rounds to less than 0.1% of net assets. The accompanying notes are an integral part of these financial statements. Annual Report | 205 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN OREGON TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ---------------------------------------------------------- CLASS A 2010 2009 2008(a) 2007 2006 - ------- -------- -------- -------- --------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 11.21 $ 11.25 $ 11.93 $ 11.89 $ 11.90 -------- -------- -------- -------- -------- Income from investment operations(b): Net investment income(c) .................... 0.49 0.50 0.49 0.48 0.50 Net realized and unrealized gains (losses) .. 0.66 (0.06) (0.69) 0.04 --(d) -------- -------- -------- -------- -------- Total from investment operations ............... 1.15 0.44 (0.20) 0.52 0.50 -------- -------- -------- -------- -------- Less distributions from net investment income .. (0.49) (0.48) (0.48) (0.48) (0.51) -------- -------- -------- -------- -------- Redemption fees(e) ............................. -- --(d) --(d) --(d) --(d) -------- -------- -------- -------- -------- Net asset value, end of year ................... $ 11.87 $ 11.21 $ 11.25 $ 11.93 $ 11.89 ======== ======== ======== ======== ======== Total return(f) ................................ 10.47% 4.02% (1.74)% 4.53% 4.28% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 0.64% 0.64% 0.64% 0.65% 0.66% Net investment income .......................... 4.26% 4.40% 4.17% 4.19% 4.20% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $954,860 $787,595 $719,647 $686,892 $625,326 Portfolio turnover rate ........................ 9.79% 10.00% 5.30% 4.86% 4.96% (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. 206 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN OREGON TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ------------------------------------------------------- CLASS C 2010 2009 2008(a) 2007 2006 - ------- -------- -------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 11.33 $ 11.36 $ 12.05 $ 12.00 $ 12.01 -------- -------- ------- ------- ------- Income from investment operations(b): Net investment income(c) .................... 0.44 0.44 0.43 0.43 0.44 Net realized and unrealized gains (losses) .. 0.66 (0.05) (0.70) 0.04 (0.01) -------- -------- ------- ------- ------- Total from investment operations ............... 1.10 0.39 (0.27) 0.47 0.43 -------- -------- ------- ------- ------- Less distributions from net investment income .. (0.43) (0.42) (0.42) (0.42) (0.44) -------- -------- ------- ------- ------- Redemption fees(d) ............................. -- --(e) --(e) --(e) --(e) -------- -------- ------- ------- ------- Net asset value, end of year ................... $ 12.00 $ 11.33 $ 11.36 $ 12.05 $ 12.00 ======== ======== ======= ======= ======= Total return(f) ................................ 9.85% 3.50% (2.34)% 3.99% 3.66% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 1.19% 1.19% 1.19% 1.20% 1.21% Net investment income .......................... 3.71% 3.85% 3.62% 3.64% 3.65% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $195,473 $123,099 $96,802 $91,743 $84,268 Portfolio turnover rate ........................ 9.79% 10.00% 5.30% 4.86% 4.96% (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 | 207 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN OREGON TAX-FREE INCOME FUND PERIOD ENDED FEBRUARY 28, ADVISOR CLASS 2010(a) - ------------- ------------ PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ........... $11.44 ------ Income from investment operations(b): Net investment income(c) .................... 0.32 Net realized and unrealized gains (losses) .. 0.42 ------ Total from investment operations ............... 0.74 ------ Less distributions from net investment income .. (0.31) ------ Net asset value, end of period ................. $11.87 ====== Total return(d) ................................ 6.49% RATIOS TO AVERAGE NET ASSETS(e) Expenses ....................................... 0.54% Net investment income .......................... 4.36% SUPPLEMENTAL DATA Net assets, end of period (000's) .............. $6,412 Portfolio turnover rate ........................ 9.79% (a) For the period July 15, 2009 (effective date) to February 28, 2010. (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. 208 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 FRANKLIN OREGON TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------ ---------------- -------------- MUNICIPAL BONDS 97.8% OREGON 79.3% Albany Water Revenue, Refunding, NATL Insured, 5.00%, 8/01/33 ........................ $ 5,990,000 $ 6,030,792 Beaverton School District GO, FSA Insured, 4.125%, 6/01/26 ...................................................... 1,315,000 1,339,959 Washington County School District No. 48J, Assured Guaranty, 5.00%, 6/01/31 ....... 1,280,000 1,360,730 Washington County School District No. 48J, Assured Guaranty, 5.125%, 6/01/36 ...... 1,000,000 1,054,510 Bend Sewer Revenue, AMBAC Insured, Pre-Refunded, 5.375%, 10/01/20 .................... 1,550,000 1,595,369 Benton County Hospital Facilities Authority Revenue, Samaritan Health Services Project, Refunding, 5.20%, 10/01/17 ................................................................... 4,000,000 4,018,800 5.125%, 10/01/28 .................................................................. 4,500,000 4,381,515 Chemeketa Community College District GO, 5.00%, 6/15/25 ........................................................................... 1,500,000 1,652,565 6/15/26 ........................................................................... 2,615,000 2,861,333 Clackamas County Canby School District No. 86 GO, 5.25%, 6/15/20 .................................................................... 3,000,000 3,042,780 FSA Insured, 5.00%, 6/15/23 ....................................................... 1,000,000 1,075,230 FSA Insured, 5.00%, 6/15/25 ....................................................... 1,000,000 1,067,750 Clackamas County Hospital Facility Authority Revenue, Gross Willamette Falls Project, Refunding, 5.375%, 4/01/22 ........................ 2,125,000 2,047,246 Gross Willamette Falls Project, Refunding, 5.125%, 4/01/26 ........................ 1,000,000 905,700 Legacy Health System, Series A, 5.50%, 7/15/35 .................................... 6,525,000 6,702,349 Willamette Falls Hospital Project, 6.00%, 4/01/19 ................................. 1,000,000 1,004,590 Willamette View Inc. Project, Refunding, 6.10%, 11/01/12 .......................... 385,000 385,928 Willamette View Inc. Project, Refunding, 6.30%, 11/01/21 .......................... 1,500,000 1,458,885 Clackamas County Oregon Trail School District No. 46 GO, 5.00%, 6/15/32 .............. 6,855,000 7,207,964 Clackamas County School District No. 7J Lake Oswego GO, NATL Insured, Pre-Refunded, 5.00%, 6/01/26 ........................................ 5,000,000 5,285,200 Refunding, FSA Insured, 5.25%, 6/01/25 ............................................ 3,075,000 3,634,250 Clackamas County School District No. 12 North Clackamas GO, Convertible Deferred Interest, Series B, FSA Insured, zero cpn. to 6/15/11, 5.00% thereafter, 6/15/27 ...................................................... 25,000,000 24,729,500 Series A, FSA Insured, 4.75%, 6/15/31 ............................................. 3,500,000 3,603,985 Clackamas County School District No. 46 Oregon Trail GO, Capital Appreciation, Refunding, zero cpn., 6/15/37 ............................... 12,130,000 2,782,379 Capital Appreciation, Refunding, zero cpn., 6/15/38 ............................... 12,495,000 2,708,166 Refunding, Series A, 5.00%, 6/15/28 ............................................... 2,210,000 2,369,208 Refunding, Series A, 5.00%, 6/15/29 ............................................... 2,655,000 2,833,575 Clackamas County School District No. 108 GO, FSA Insured, Pre-Refunded, 5.00%, 6/15/25 ........................................................................... 5,000,000 5,294,100 Clackamas Education Service District GO, AMBAC Insured, 4.125%, 6/01/36 .............. 1,000,000 948,430 Columbia Gorge Community College District GO, NATL Insured, 5.00%, 6/15/22 ........... 1,000,000 1,081,250 Coos County School District No. 13 GO, FSA Insured, 5.00%, 6/15/22 .................................................................... 55,000 57,309 Pre-Refunded, 5.00%, 6/15/22 ...................................................... 2,465,000 2,708,197 Curry County School District No. 17-C Brookings Harbor GO, Pre-Refunded, 5.375%, 12/15/20 .......................................................................... 2,750,000 2,861,320 The Dalles GO, Refunding, Assured Guaranty, 5.00%, 6/01/29 ........................... 1,600,000 1,727,664 Annual Report | 209 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN OREGON TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------ ---------------- -------------- MUNICIPAL BONDS (CONTINUED) OREGON (CONTINUED) Deschutes and Jefferson Counties School District No. 2J Redmond GO, 5.50%, 6/15/34 .................................................................... $ 5,000,000 $ 5,479,750 Series A, NATL Insured, 5.00%, 6/15/21 ............................................ 1,000,000 1,072,710 Deschutes County Administrative School District No. 1 GO, Series A, FSA Insured, Pre-Refunded, 5.125%, 6/15/21 ..................................................... 3,500,000 3,711,470 Deschutes County Hospital Facilities Authority Hospital Revenue, Cascade Healthcare, Refunding, 8.25%, 1/01/38 ......................................................... 20,000,000 23,548,800 Series B, AMBAC Insured, 5.375%, 1/01/35 .......................................... 7,000,000 7,204,820 Emerald Peoples Utility District Revenue, Refunding, Series A, FSA Insured, 5.25%, 11/01/21 .......................................................................... 1,000,000 1,074,550 Eugene Electric Utility Revenue, Refunding, 5.00%, 8/01/33 ........................... 10,060,000 10,487,349 Forest Grove Revenue, Campus Improvement, Pacific University Project, Refunding, 6.00%, 5/01/30 .................................................................... 4,000,000 4,115,000 6.375%, 5/01/39 ................................................................... 12,000,000 12,366,720 Gresham Stormwater Revenue, FGIC Insured, Pre-Refunded, 5.30%, 5/01/21 ............... 1,190,000 1,258,187 High Desert Education Service District GO, AMBAC Insured, 4.50%, 6/01/30 ............. 1,010,000 1,035,543 Hillsboro GO, AMBAC Insured, 5.00%, 6/01/29 .......................................... 5,360,000 5,554,300 Hillsboro Hospital Facility Authority Revenue, Hospital Tuality Healthcare Project, Radian Insured, 5.375%, 10/01/26 .......................................................................... 2,000,000 1,949,600 10/01/31 .......................................................................... 2,000,000 1,870,360 Jackson County Airport Revenue, Series A, XLCA Insured, 5.25%, 12/01/27 .......................................................................... 1,000,000 1,000,550 12/01/32 .......................................................................... 1,000,000 960,170 12/01/37 .......................................................................... 1,475,000 1,396,648 Jackson County School District No. 4 GO, FSA Insured, 5.00%, 6/15/20 .................................................................... 1,450,000 1,490,252 Pre-Refunded, 5.00%, 6/15/20 ...................................................... 550,000 582,714 Jackson County School District No. 6 Central Point GO, Refunding, FSA Insured, 4.75%, 6/15/20 ........................................................................... 2,005,000 2,130,032 Jackson County School District No. 9 Eagle Point GO, Pre-Refunded, 5.00%, 6/15/20 ........................................................................... 1,680,000 1,779,926 6/15/21 ........................................................................... 1,500,000 1,589,220 Jackson County School District No. 549C Medford GO, 5.00%, 6/15/33 .................................................................... 3,225,000 3,383,025 5.00%, 6/15/34 .................................................................... 5,000,000 5,227,250 Series B, FSA Insured, 5.00%, 12/15/32 ............................................ 5,765,000 6,052,501 Keizer Special Assessment, Keizer Station Area A Local, 5.20%, 6/01/31 ............... 3,240,000 3,300,620 Klamath Falls Intercommunity Hospital Authority Revenue, Merle West Medical Center Project, Pre-Refunded, 6.25%, 9/01/31 ...................................................... 3,290,000 3,769,518 Refunding, 6.25%, 9/01/31 ......................................................... 1,960,000 1,763,824 Refunding, Assured Guaranty, 5.00%, 9/01/36 ....................................... 5,000,000 4,545,050 Lake Oswego GO, Refunding, Series A, 5.00%, 12/01/31 ................................. 6,400,000 6,884,992 Lane and Douglas Counties School District No. 45J3 GO, South Lane District, Refunding, FSA Insured, 4.75%, 6/15/25 ....................................................... 3,510,000 3,595,223 Lane County GO, Series A, 5.00%, 11/01/27 .......................................................................... 1,650,000 1,756,541 11/01/28 .......................................................................... 1,240,000 1,308,969 210 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN OREGON TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------ ---------------- -------------- MUNICIPAL BONDS (CONTINUED) OREGON (CONTINUED) Lane County Metropolitan Wastewater Management Commission Revenue, 5.25%, 11/01/28 ................................................................... $ 5,000,000 $ 5,426,750 FGIC Insured, 4.75%, 11/01/26 ..................................................... 1,615,000 1,663,224 Lane County School District No. 19 Springfield GO, FSA Insured, zero cpn., 6/15/27 ........................................................................... 5,580,000 2,392,648 6/15/28 ........................................................................... 2,000,000 806,440 6/15/29 ........................................................................... 1,925,000 722,106 Lane County School District No. 52 Bethel GO, Refunding, FSA Insured, 5.00%, 6/15/20 . 5,700,000 5,958,495 Lebanon GO, AMBAC Insured, 5.00%, 6/01/25 ........................................................................... 1,635,000 1,748,518 6/01/27 ........................................................................... 1,675,000 1,773,942 Linn County Community School District No. 9 GO, Lebanon, FGIC Insured, Pre-Refunded, 5.55%, 6/15/21 ............................... 1,155,000 1,322,694 Lebanon, FGIC Insured, Pre-Refunded, 5.60%, 6/15/30 ............................... 9,495,000 10,888,866 NATL Insured, Pre-Refunded, 5.375%, 6/15/30 ....................................... 5,000,000 5,073,100 Linn County School District No. 55 GO, Sweet Home, FSA Insured, Pre-Refunded, 5.00%, 6/15/29 ........................................................................... 1,000,000 1,059,480 Medford Hospital Facilities Authority Revenue, Asante Health System, Refunding, Assured Guaranty, 5.125%, 8/15/40 ...................................... 25,000,000 25,049,500 Refunding, Series A, NATL Insured, 5.00%, 8/15/18 ................................. 2,570,000 2,574,292 Refunding, Series A, NATL Insured, 5.00%, 8/15/24 ................................. 1,715,000 1,699,291 Series A, Assured Guaranty, 5.00%, 8/15/40 ........................................ 10,050,000 9,972,012 Multnomah County Educational Facilities Revenue, University of Portland Project, Pre-Refunded, 6.00%, 4/01/25 ...................................................... 2,000,000 2,008,440 Multnomah County Hospital Facilities Authority Revenue, Adventis Health System-West, Series A, 5.125%, 9/01/40 ......................................................... 5,500,000 5,478,935 Multnomah County School District No. 7 Reynolds GO, Series 2005, NATL Insured, 5.00%, 6/01/35 ........................................................................... 3,220,000 3,229,145 Multnomah-Clackamas Counties Centennial School District No. 28-302 GO, FGIC Insured, Pre-Refunded, 5.00%, 6/15/21 ...................................................... 5,000,000 5,297,400 Multnomah-Clackamas Counties Centennial School District No. 28-JT GO, Capital Appreciation, AMBAC Insured, zero cpn., 6/01/16 ................................... 2,260,000 1,754,054 Northern Wasco County Peoples Utilities District Hydroelectric Revenue, McNary Dam Fishway Project, 5.20%, 12/01/24 .................................................. 5,000,000 5,009,800 Oregon Coast Community College District GO, NATL Insured, 5.00%, 6/15/23 ............. 3,745,000 3,966,442 Oregon Health and Science University Revenue, Capital Appreciation, Refunding, Series A, NATL Insured, zero cpn., 7/01/21 ....... 11,480,000 6,105,982 Series A, 5.75%, 7/01/39 .......................................................... 12,000,000 12,960,600 Series A, NATL Insured, 5.00%, 7/01/32 ............................................ 24,750,000 23,441,962 Oregon State Department of Administrative Services COP, FSA Insured, 4.625%, 5/01/30 ...................................................... 7,795,000 7,893,139 Refunding, Series B, AMBAC Insured, 5.00%, 5/01/26 ................................ 7,500,000 7,674,450 Refunding, Series B, FSA Insured, 5.00%, 5/01/21 .................................. 1,805,000 1,924,040 Series A, 5.25%, 5/01/39 .......................................................... 3,800,000 3,971,152 Series A, AMBAC Insured, Pre-Refunded, 6.00%, 5/01/26 ............................. 2,000,000 2,038,620 Series A, FSA Insured, 5.00%, 5/01/23 ............................................. 2,695,000 2,872,439 Series A, FSA Insured, 5.00%, 5/01/30 ............................................. 13,205,000 13,658,856 Series B, FGIC Insured, 5.00%, 11/01/30 ........................................... 19,100,000 19,813,003 Series C, 5.00%, 11/01/34 ......................................................... 5,000,000 5,142,500 Annual Report | 211 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN OREGON TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------ ---------------- -------------- MUNICIPAL BONDS (CONTINUED) OREGON (CONTINUED) Oregon State Department of Administrative Services Lottery Revenue, Oregon Administration, Lottery, Series A, FSA Insured, 5.00%, 4/01/25 ............. $ 5,000,000 $ 5,440,300 Oregon Administration, Lottery, Series A, FSA Insured, 5.00%, 4/01/27 ............. 2,000,000 2,150,220 Series A, 5.00%, 4/01/27 .......................................................... 17,880,000 19,542,482 Series A, 5.00%, 4/01/28 .......................................................... 18,225,000 19,788,340 Series A, 5.00%, 4/01/29 .......................................................... 1,750,000 1,887,603 Oregon State Department of Transportation Highway User Tax Revenue, Refunding, Series A, 5.00%, 11/15/25 .............................................. 1,295,000 1,391,231 Refunding, Series A, 5.00%, 11/15/29 .............................................. 3,330,000 3,498,864 senior lien, Series A, 5.00%, 11/15/29 ............................................ 3,085,000 3,342,567 senior lien, Series A, 4.50%, 11/15/32 ............................................ 21,000,000 21,148,260 senior lien, Series A, 5.00%, 11/15/33 ............................................ 6,500,000 6,898,125 Series A, 5.00%, 11/15/28 ......................................................... 15,000,000 15,820,050 Series A, Pre-Refunded, 5.125%, 11/15/23 .......................................... 5,000,000 5,583,550 (a) Oregon State EDR, Georgia-Pacific Corp. Project, Series CLVII, 6.35%, 8/01/25 ........ 7,910,000 7,848,144 Oregon State Facilities Authority Revenue, Legacy Health System, Refunding, Series A, 5.00%, 3/15/30 ......................... 1,500,000 1,507,020 Peacehealth, Series A, Refunding, 5.00%, 11/01/39 ................................. 20,050,000 20,109,548 (b) Samaritan Health Services, Refunding, Series A, 5.25%, 10/01/40 ................... 7,500,000 7,455,975 Senior College in Student Housing Project, Series A, XLCA Insured, 5.00%, 7/01/35.. 3,660,000 2,792,031 University of Portland Projects, Series A, 5.00%, 4/01/32 ......................... 6,545,000 6,225,604 Willamette University Projects, Refunding, Series A, FGIC Insured, 5.00%, 10/01/35 ....................................................................... 5,210,000 5,214,793 Oregon State GO, Alternative Energy Project, Series B, 6.00%, 10/01/26 ............................. 1,680,000 1,957,704 Elderly and Disabled Housing, Series A, 6.00%, 8/01/15 ............................ 910,000 916,279 Elderly and Disabled Housing, Series A, 6.00%, 8/01/21 ............................ 455,000 457,230 Elderly and Disabled Housing, Series A, 5.375%, 8/01/28 ........................... 1,435,000 1,435,918 Elderly and Disabled Housing, Series A, 4.70%, 8/01/42 ............................ 3,205,000 2,864,244 Elderly and Disabled Housing, Series B, 6.10%, 8/01/17 ............................ 1,410,000 1,418,390 Elderly and Disabled Housing, Series B, 6.25%, 8/01/23 ............................ 2,015,000 2,026,062 Elderly and Disabled Housing, Series C, 6.50%, 8/01/22 ............................ 335,000 335,858 State Board of Higher Education, Refunding, Series A, 5.00%, 8/01/30 .............. 1,705,000 1,791,392 State Board of Higher Education, Refunding, Series A, 4.50%, 8/01/37 .............. 1,500,000 1,519,770 State Board of Higher Education, Refunding, Series A, 5.00%, 8/01/38 .............. 6,225,000 6,561,025 State Board of Higher Education, Refunding, Series B, 5.00%, 8/01/38 .............. 1,500,000 1,580,970 State Board of Higher Education, Refunding, Series E, 5.00%, 8/01/29 .............. 7,745,000 8,083,766 State Board of Higher Education, Series A, 5.00%, 8/01/31 ......................... 1,695,000 1,788,988 State Board of Higher Education, Series A, 5.00%, 8/01/34 ......................... 5,000,000 5,317,250 State Board of Higher Education, Series A, 5.00%, 8/01/36 ......................... 2,715,000 2,828,134 State Board of Higher Education, Series A, 5.00%, 8/01/37 ......................... 5,555,000 5,828,084 State Board of Higher Education, Series A, Pre-Refunded, 5.00%, 8/01/31 ........... 2,000,000 2,129,320 State Board of Higher Education, Series A, Pre-Refunded, 5.00%, 8/01/35 ........... 6,000,000 7,041,960 State Board of Higher Education, Series B, 5.00%, 8/01/38 ......................... 5,000,000 5,269,900 State Board of Higher Education, Series C, 5.00%, 8/01/37 ......................... 1,115,000 1,169,813 Veteran's Welfare, Series 77, 5.30%, 10/01/29 ..................................... 1,335,000 1,335,467 Veteran's Welfare, Series A, 5.70%, 10/01/32 ...................................... 1,935,000 1,946,126 212 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN OREGON TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------ ---------------- -------------- MUNICIPAL BONDS (CONTINUED) OREGON (CONTINUED) Oregon State Health Housing Educational and Cultural Facilities Authority Revenue, Peacehealth, AMBAC Insured, 5.00%, 11/15/26 ....................................... $ 5,500,000 $ 5,557,695 Reed College Project, Series A, 5.75%, 7/01/32 .................................... 10,735,000 10,888,940 Oregon State Housing and Community Services Department MFHR, Series B, 6.00%, 7/01/31 ........................................................................... 5,000,000 5,011,050 Oregon State Housing and Community Services Department Mortgage Revenue, SFM Program, Series A, 6.35%, 7/01/14 ............................................. 300,000 300,315 SFM Program, Series A, 6.40%, 7/01/18 ............................................. 225,000 226,368 SFM Program, Series A, 6.45%, 7/01/26 ............................................. 410,000 411,792 SFM Program, Series C, 6.20%, 7/01/15 ............................................. 380,000 382,326 SFM Program, Series C, 6.40%, 7/01/26 ............................................. 225,000 225,947 SFM Program, Series D, 6.80%, 7/01/27 ............................................. 235,000 235,103 SFM Program, Series H, FHA Insured, 5.75%, 7/01/30 ................................ 980,000 982,695 SFMR, Refunding, Series G, 5.35%, 7/01/30 ......................................... 5,775,000 5,987,462 Polk Marion and Benton Counties School District No. 13J GO, FSA Insured, Pre-Refunded, 5.80%, 6/15/20 .................................................................... 1,985,000 2,016,403 Port Astoria PCR, James River Project, Refunding, 6.55%, 2/01/15 ..................... 945,000 951,218 Port of Portland International Airport Revenue, Portland International Airport, Refunding, Series D, FGIC Insured, 5.00%, 7/01/23.. 3,000,000 3,033,270 Portland International Airport, Series 7-B, NATL Insured, Pre-Refunded, 7.10%, 7/01/21 ........................................................................ 2,800,000 3,091,256 Portland International Airport, Series 12A, FGIC Insured, 5.00%, 7/01/18 .......... 1,500,000 1,501,305 Series Nineteen, 5.50%, 7/01/38 ................................................... 23,000,000 24,498,910 Port St. Helens PCR, Portland General Electric Co. Project, Series A, 5.25%, 8/01/14.. 3,600,000 3,438,864 Portland Community College District GO, Series B, Pre-Refunded, 5.00%, 6/01/21 ....... 6,290,000 6,648,782 Portland EDR, Broadway Project, Refunding, Series A, 6.50%, 4/01/35 .................. 5,000,000 5,538,700 Portland GO, Limited Tax, Series A, 5.00%, 6/01/24 .......................................................... 10,000,000 10,287,500 Series A, NATL Insured, 5.125%, 6/01/30 ........................................... 6,315,000 6,468,644 Series B, zero cpn., 6/01/21 ...................................................... 1,000,000 629,410 Portland Housing Authority MFR, Housing, Lovejoy Station Apartments Project, NATL Insured, 6.00%, 7/01/33 ...................................................... 2,000,000 2,000,840 Portland MFR, Civic Stadium Housing Project, Series A, 6.00%, 3/01/17 ........................... 845,000 849,690 Housing Garden Park Estates Project, Series A, GNMA Secured, 5.875%, 3/20/37 ...... 3,110,000 3,148,968 Portland River District Urban Renewal and Redevelopment Revenue, Series A, AMBAC Insured, 5.00%, 6/15/21 ........................................................... 3,000,000 3,120,300 Portland Sewer System Revenue, first lien, Series A, FSA Insured, 5.00%, 10/01/24 ................................ 6,235,000 6,659,915 second lien, Refunding, Series A, FSA Insured, 5.00%, 6/01/23 ..................... 2,500,000 2,643,050 second lien, Series B, NATL Insured, 5.00%, 6/15/28 ............................... 5,105,000 5,394,556 Portland Urban Renewal and Redevelopment Revenue, Interstate Corridor, Refunding, Series A, FGIC Insured, 5.00%, 6/15/24 ........................................................................... 1,295,000 1,323,231 6/15/25 ........................................................................... 2,385,000 2,425,784 Portland Urban Renewal and Redevelopment Tax Allocation, Convention Center, Series A, AMBAC Insured, 5.50%, 6/15/20 ..................................................... 3,000,000 3,062,010 Annual Report | 213 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN OREGON TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------ ---------------- -------------- MUNICIPAL BONDS (CONTINUED) OREGON (CONTINUED) Portland Water System Revenue, NATL Insured, 4.50%, 10/01/27 ..................................................... $ 1,000,000 $ 1,029,220 NATL Insured, 4.50%, 10/01/28 ..................................................... 3,895,000 3,988,441 second lien, Series A, NATL Insured, 4.375%, 10/01/25 ............................. 3,415,000 3,532,271 Redmond Airport GO, Terminal Expansion Project, 5.00%, 6/01/39 ....................... 1,000,000 967,110 Redmond Airport Revenue, 6.25%, 6/01/39 .............................................. 1,010,000 1,014,101 Redmond GO, Series C, NATL Insured, 5.00%, 6/01/33 ................................... 1,260,000 1,291,349 Salem Hospital Facility Authority Revenue, Salem Hospital Project, Series A, 5.00%, 8/15/27 .................................. 11,000,000 11,117,810 Salem Hospital Project, Series A, 5.00%, 8/15/36 .................................. 9,000,000 8,836,470 Series A, 5.75%, 8/15/23 .......................................................... 10,000,000 10,811,900 Salem-Keizer School District No. 24J GO, Deferred Interest, Series B, zero cpn., 6/15/30 ........................................................................... 8,500,000 3,152,735 Southwestern Community College District GO, NATL Insured, Pre-Refunded, 5.00%, 6/01/28 ........................................................................... 1,100,000 1,263,097 Sunrise Water Authority Water Revenue, sub. lien, Series B, XLCA Insured, 5.00%, 9/01/25 ............................................ 1,160,000 1,161,102 XLCA Insured, 5.00%, 3/01/25 ...................................................... 1,660,000 1,661,444 Tillamook and Yamhill Counties School District No. 101 Nestucca Valley GO, FSA Insured, 5.00%, 6/15/25 ........................................................... 1,560,000 1,673,459 Tri-County Metropolitan Transportation District Revenue, Series A, 4.75%, 9/01/29 .... 15,305,000 16,130,093 Washington and Clackamas Counties Tigard-Tualatin School District No. 23J GO, NATL Insured, Pre-Refunded, 5.00%, 6/15/22 ............................................. 7,000,000 7,682,220 Washington Clackamas and Yamhill Counties School District No. 88J GO, Deferred Interest, Series A, NATL Insured, zero cpn., 6/15/27 ..................... 3,500,000 1,521,135 Sherwood, Series A, NATL Insured, zero cpn., 6/15/28 .............................. 2,960,000 1,210,670 Sherwood, Series A, NATL Insured, zero cpn., 12/15/31 ............................. 3,515,000 1,134,326 Sherwood, Series B, NATL Insured, 4.50%, 12/15/31 ................................. 2,900,000 2,919,517 Washington County Clean Water Services Sewer Revenue, senior lien, FGIC Insured, 5.00%, 10/01/19 ................................................................... 3,905,000 4,026,211 Washington County GO, Obligations, Refunding, 4.375%, 6/01/26 ........................................... 1,000,000 1,046,810 Pre-Refunded, 5.00%, 6/01/26 ...................................................... 10,000,000 10,570,400 Washington County School District No. 48J Beaverton GO, Pre-Refunded, 5.00%, 6/01/22.. 4,155,000 4,557,993 Washington Multnomah and Yamhill Counties School District No. 1J Hillsboro GO, FSA Insured, 5.60%, 4/01/20 ....................................................... 1,000,000 1,004,230 Yamhill County McMinnville School District No. 40 GO, FSA Insured, 5.00%, 6/15/28 .... 4,000,000 4,160,560 -------------- 917,092,359 -------------- U.S. TERRITORIES 18.5% GUAM 0.4% Guam Government Limited Obligation Revenue, Section 30, Series A, 5.625%, 12/01/24 .......................................................................... 840,000 885,335 12/01/29 .......................................................................... 3,250,000 3,329,300 -------------- 4,214,635 -------------- 214 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN OREGON TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------ ---------------- -------------- MUNICIPAL BONDS (CONTINUED) U.S. TERRITORIES (CONTINUED) PUERTO RICO 17.8% Children's Trust Fund Puerto Rico Tobacco Settlement Revenue, Asset-Backed Bonds, Refunding, 5.625%, 5/15/43 ........................................................ $ 10,000,000 $ 8,668,800 Puerto Rico Commonwealth GO, Public Improvement, Refunding, Series A, 5.50%, 7/01/32 ........................... 15,000,000 15,008,700 Public Improvement, Series A, 5.00%, 7/01/29 ...................................... 10,000,000 9,465,600 Public Improvement, Series A, 5.125%, 7/01/31 ..................................... 9,885,000 9,481,989 Public Improvement, Series A, 5.375%, 7/01/33 ..................................... 10,000,000 9,784,600 Public Improvement, Series A, Pre-Refunded, 5.125%, 7/01/31 ....................... 5,115,000 5,441,797 Refunding, Series C, Sub Series C-7, NATL Insured, 6.00%, 7/01/28 ................. 4,500,000 4,654,395 Puerto Rico Commonwealth Highway and Transportation Authority Highway Revenue, Series Y, Pre-Refunded, 5.50%, 7/01/36 ............................................ 13,000,000 15,760,290 Puerto Rico Commonwealth Highway and Transportation Authority Transportation Revenue, Refunding, Series N, FGIC Insured, 5.25%, 7/01/39 ................................. 10,000,000 9,402,200 Series D, Pre-Refunded, 5.375%, 7/01/36 ........................................... 10,000,000 11,030,900 Puerto Rico Convention Center District Authority Hotel Occupancy Tax Revenue, Series A, AMBAC Insured, 5.00%, 7/01/31 ........................................... 6,250,000 5,677,625 Puerto Rico Electric Power Authority Power Revenue, Series II, FSA Insured, Pre-Refunded, 5.125%, 7/01/26 ............................. 9,150,000 10,186,786 Series II, Pre-Refunded, 5.25%, 7/01/31 ........................................... 12,000,000 13,394,280 Series RR, FGIC Insured, Pre-Refunded, 5.00%, 7/01/35 ............................. 10,000,000 11,774,300 Series WW, 5.25%, 7/01/33 ......................................................... 9,690,000 9,637,674 Puerto Rico PBA Guaranteed Revenue, Government Facilities, Refunding, Series M-3, NATL Insured, 6.00%, 7/01/25 ...................................................... 15,000,000 16,009,800 Puerto Rico Public Finance Corp. Revenue, Commonwealth Appropriation, Series E, Pre-Refunded, 5.50%, 8/01/29 ...................................................... 5,000,000 5,432,800 Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, Convertible Capital Appreciation, first sub., Series A, zero cpn. to 8/01/16, 6.75% thereafter, 8/01/32 ......................................................... 20,000,000 15,280,200 first sub., Series A, 5.375%, 8/01/39 ............................................. 9,000,000 9,002,970 first sub., Series A, 6.50%, 8/01/44 .............................................. 10,000,000 10,787,400 -------------- 205,883,106 -------------- U.S. VIRGIN ISLANDS 0.3% Virgin Islands Water and Power Authority Electric System Revenue, Refunding, 5.30%, 7/01/18 ........................................................................... 2,500,000 2,507,350 7/01/21 ........................................................................... 1,400,000 1,402,786 -------------- 3,910,136 -------------- TOTAL U.S. TERRITORIES ............................................................... 214,007,877 -------------- TOTAL MUNICIPAL BONDS BEFORE SHORT TERM INVESTMENTS (COST $1,090,891,696) ............................................................. 1,131,100,236 -------------- Annual Report | 215 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN OREGON TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------ ---------------- -------------- SHORT TERM INVESTMENTS 1.7% MUNICIPAL BONDS 1.7% OREGON 1.6% (c) Medford Hospital Facilities Authority Revenue, Rogue Valley Manor Project, Daily VRDN and Put, 0.17%, 8/15/37 ................................................ $ 4,500,000 $ 4,500,000 Refunding, Daily VRDN and Put, 0.12%, 8/15/32 ..................................... 8,700,000 8,700,000 (c) Oregon State Health Housing Educational and Cultural Facilities Authority Revenue, Peacehealth, Daily VRDN and Put, 0.11%, 12/01/15 .................................. 5,880,000 5,880,000 -------------- 19,080,000 -------------- U.S. TERRITORIES 0.1% PUERTO RICO 0.1% (c) Puerto Rico Commonwealth GO, Public Improvement, Refunding, Series B, Daily VRDN and Put, 0.12%, 7/01/32 ........................................................... 900,000 900,000 -------------- TOTAL SHORT TERM INVESTMENTS (COST $19,980,000) ...................................... 19,980,000 -------------- TOTAL INVESTMENTS (COST $1,110,871,696) 99.5% ........................................ 1,151,080,236 OTHER ASSETS, LESS LIABILITIES 0.5% .................................................. 5,664,089 -------------- NET ASSETS 100.0% .................................................................... $1,156,744,325 ============== See Abbreviations on page 263. (a) In prior years, the Internal Revenue Service (IRS) issued a preliminary adverse determination, ruling that the income generated by the bond was taxable. The issuer of the bond was contesting this determination and, until this was finalized, the Fund continued to recognize interest income earned on the bond as tax-exempt. In March 2010, the Fund received notice that the IRS withdrew its preliminary adverse determination. (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. 216 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN PENNSYLVANIA TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ------------------------------------------------------------ CLASS A 2010 2009 2008(a) 2007 2006 - ------- ---------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 9.65 $ 9.82 $ 10.47 $ 10.44 $ 10.48 ---------- -------- -------- -------- -------- Income from investment operations(b): Net investment income(c) .................... 0.45 0.44 0.44 0.44 0.46 Net realized and unrealized gains (losses) .. 0.62 (0.18) (0.65) 0.04 (0.04) ---------- -------- -------- -------- -------- Total from investment operations ............... 1.07 0.26 (0.21) 0.48 0.42 ---------- -------- -------- -------- -------- Less distributions from net investment income .. (0.45) (0.43) (0.44) (0.45) (0.46) ---------- -------- -------- -------- -------- Redemption fees(d) ............................. -- --(e) --(e) --(e) --(e) ---------- -------- -------- -------- -------- Net asset value, end of year ................... $ 10.27 $ 9.65 $ 9.82 $ 10.47 $ 10.44 ========== ======== ======== ======== ======== Total return(f) ................................ 11.22% 2.72% (2.16)% 4.71% 4.08% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 0.65% 0.65% 0.66% 0.66% 0.66% Net investment income .......................... 4.43% 4.53% 4.24% 4.26% 4.37% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $1,016,824 $820,227 $770,164 $747,279 $718,293 Portfolio turnover rate ........................ 12.88% 11.50% 16.68% 6.99% 13.07% (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) 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 | 217 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN PENNSYLVANIA TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, ----------------------------------------------------- CLASS B 2010 2009 2008(a) 2007 2006 - ------- ------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 9.68 $ 9.86 $ 10.51 $ 10.47 $ 10.51 ------- ------- ------- ------- ------- Income from investment operations(b): Net investment income(c) .................... 0.39 0.39 0.38 0.39 0.40 Net realized and unrealized gains (losses) .. 0.62 (0.19) (0.65) 0.04 (0.04) ------- ------- ------- ------- ------- Total from investment operations ............... 1.01 0.20 (0.27) 0.43 0.36 ------- ------- ------- ------- ------- Less distributions from net investment income .. (0.39) (0.38) (0.38) (0.39) (0.40) ------- ------- ------- ------- ------- Redemption fees(d) ............................. -- --(e) --(e) --(e) --(e) ------- ------- ------- ------- ------- Net asset value, end of year ................... $ 10.30 $ 9.68 $ 9.86 $ 10.51 $ 10.47 ======= ======= ======= ======= ======= Total return(f) ................................ 10.58% 2.04% (2.68)% 4.22% 3.51% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 1.20% 1.20% 1.21% 1.21% 1.21% Net investment income .......................... 3.88% 3.98% 3.69% 3.71% 3.82% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $21,977 $30,177 $37,339 $43,897 $47,623 Portfolio turnover rate ........................ 12.88% 11.50% 16.68% 6.99% 13.07% (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) 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. 218 | Annual Report Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN PENNSYLVANIA TAX-FREE INCOME FUND YEAR ENDED FEBRUARY 28, --------------------------------------------------------- CLASS C 2010 2009 2008(a) 2007 2006 - ------- -------- -------- -------- -------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 9.73 $ 9.90 $ 10.55 $ 10.51 $ 10.56 -------- -------- -------- -------- ------- Income from investment operations(b): Net investment income(c) .................... 0.39 0.39 0.38 0.39 0.40 Net realized and unrealized gains (losses) .. 0.63 (0.18) (0.65) 0.04 (0.05) -------- -------- -------- -------- ------- Total from investment operations ............... 1.02 0.21 (0.27) 0.43 0.35 -------- -------- -------- -------- ------- Less distributions from net investment income .. (0.39) (0.38) (0.38) (0.39) (0.40) -------- -------- -------- -------- ------- Redemption fees(d) ............................. -- --(e) --(e) --(e) --(e) -------- -------- -------- -------- ------- Net asset value, end of year ................... $ 10.36 $ 9.73 $ 9.90 $ 10.55 $ 10.51 ======== ======== ======== ======== ======= Total return(f) ................................ 10.62% 2.13% (2.68)% 4.19% 3.40% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 1.20% 1.20% 1.21% 1.21% 1.21% Net investment income .......................... 3.88% 3.98% 3.69% 3.71% 3.82% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $217,322 $135,480 $107,286 $100,495 $88,237 Portfolio turnover rate ........................ 12.88% 11.50% 16.68% 6.99% 13.07% (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) 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 | 219 Franklin Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN PENNSYLVANIA TAX-FREE INCOME FUND PERIOD ENDED FEBRUARY 28, ADVISOR CLASS 2010(a) - ------------- ------------ PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ........... $ 9.92 ------ Income from investment operations(b): Net investment income(c) .................... 0.29 Net realized and unrealized gains (losses) .. 0.34 ------ Total from investment operations ............... 0.63 ------ Less distributions from net investment income .. (0.28) ------ Net asset value, end of period ................. $10.27 ====== Total return(d) ................................ 6.42% RATIOS TO AVERAGE NET ASSETS(e) Expenses ....................................... 0.55% Net investment income .......................... 4.53% SUPPLEMENTAL DATA Net assets, end of period (000's) .............. $6,832 Portfolio turnover rate ........................ 12.88% (a) For the period July 15, 2009 (effective date) to February 28, 2010. (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. 220 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 FRANKLIN PENNSYLVANIA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------------ ---------------- -------------- MUNICIPAL BONDS 97.3% PENNSYLVANIA 86.5% Allegheny County Airport Authority Airport Revenue, Pittsburgh International Airport, Refunding, NATL Insured, 5.75%, 1/01/18 ........................................... $ 1,000,000 $ 1,006,170 Allegheny County COP, AMBAC Insured, 5.00%, 12/01/28 ................................. 4,000,000 4,008,400 Allegheny County GO, NATL Insured, Pre-Refunded, 5.00%, 11/01/27 ....................................... 1,000,000 1,110,360 Notes, Series C-60, FSA Insured, 5.00%, 11/01/27 .................................. 3,000,000 3,161,700 Series C-61, Assured Guaranty, 5.00%, 12/01/33 .................................... 5,000,000 5,153,200 Allegheny County Higher Education Building Authority University Revenue, Duquesne University, 5.00%, 3/01/28 .................................................................... 3,000,000 3,079,500 5.00%, 3/01/33 .................................................................... 1,300,000 1,302,548 Series A, XLCA Insured, 5.00%, 3/01/29 ............................................ 5,000,000 5,056,750 Series A, XLCA Insured, 5.00%, 3/01/33 ............................................ 5,630,000 5,647,340 Allegheny County Hospital Development Authority Revenue, 5.625%, 8/15/39 ................................................................... 12,000,000 12,367,560 Health System, Series A, NATL Insured, Pre-Refunded, 6.50%, 11/15/30 .............. 10,000,000 10,636,400 Allegheny County IDAR, County Guaranteed, Refunding, Series B, NATL Insured, 5.00%, 11/01/29 ............. 1,485,000 1,508,923 County Guaranteed, Series B, NATL Insured, Pre-Refunded, 5.00%, 11/01/29 .......... 7,515,000 8,354,876 Series A, NATL Insured, Pre-Refunded, 5.00%, 11/01/29 ............................. 5,000,000 5,558,800 Allegheny County Port Authority Special Revenue, Transportation, Refunding, NATL Insured, 5.00%, 3/01/25 ........................................................................... 13,250,000 13,513,145 3/01/29 ........................................................................... 16,500,000 16,680,675 Allegheny County Residential Finance Authority Mortgage Revenue, SFM, Refunding, Series DD-1, GNMA Secured, 5.35%, 11/01/19 ............................. 245,000 245,978 Refunding, Series DD-2, GNMA Secured, 5.40%, 11/01/29 ............................. 1,175,000 1,176,951 Series II-2, GNMA Secured, 5.90%, 11/01/32 ........................................ 715,000 718,339 Allegheny County Sanitation Authority Sewer Revenue, NATL Insured, 5.00%, 12/01/37 ..................................................... 6,745,000 6,777,039 Refunding, Series A, NATL Insured, 5.00%, 12/01/30 ................................ 7,000,000 7,090,090 Allegheny Valley School District GO, NATL Insured, 5.00%, 11/01/28 ................... 1,550,000 1,593,322 Allentown Parking Authority Parking Revenue, FSA Insured, 5.00%, 11/15/35 ............ 2,430,000 2,465,915 Armstrong County GO, Refunding, NATL Insured, 5.40%, 6/01/31 ......................... 2,500,000 2,511,125 Bethel Park School District GO, 5.10%, 8/01/33 ....................................... 3,600,000 3,733,308 Bethlehem Area School District GO, FSA Insured, 5.25%, 1/15/26 ....................... 6,605,000 7,055,527 Blair County Hospital Authority Revenue, Altoona Regulation Health System, 6.00%, 11/15/39 .......................................................................... 6,890,000 6,919,420 Bucks County IDAR, AMBAC Insured, 5.125%, 9/15/31 .................................... 3,675,000 3,691,317 Butler Area School District GO, FSA Insured, Pre-Refunded, 5.00%, 4/01/31 ............ 4,000,000 4,620,360 Butler County Hospital Authority Hospital Revenue, Butler Health System Project, 7.25%, 7/01/39 .................................................................... 4,500,000 5,050,710 Carbon County IDAR, Panther Creek Partner Project, Refunding, 6.65%, 5/01/10 ......... 500,000 499,890 Catasauqua Area School District GO, Refunding, FSA Insured, 5.00%, 2/15/36 ........... 6,000,000 6,123,540 Centre County Hospital Authority Revenue, Hospital, Mount Nittany Medical Center Project, Assured Guaranty, 5.875%, 11/15/29 .................................................................. 1,000,000 1,039,130 6.125%, 11/15/39 .................................................................. 3,200,000 3,312,288 6.25%, 11/15/44 ................................................................... 2,500,000 2,590,075 Annual Report | 221 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN PENNSYLVANIA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------------ ---------------- -------------- MUNICIPAL BONDS (CONTINUED) PENNSYLVANIA (CONTINUED) Clarion County Hospital Authority Revenue, Clarion Hospital Project, Refunding, 5.60%, 7/01/10 .................................................................... $ 600,000 $ 602,556 5.75%, 7/01/12 .................................................................... 1,795,000 1,800,582 5.75%, 7/01/17 .................................................................... 2,200,000 2,199,956 5.625%, 7/01/21 ................................................................... 1,500,000 1,457,700 Connellsville Area School District GO, Series B, FSA Insured, 5.00%, 11/15/37 ........ 1,000,000 1,024,330 Cumberland County Municipal Authority College Revenue, Dickinson College, Assn. of Independent Colleges and Universities of Pennsylvania Financing Program, Series GG1, NATL Insured, 5.00%, 5/01/34 ....................................... 7,610,000 7,756,264 Assn. of Independent Colleges and Universities of Pennsylvania Financing Program, Series HH1, 5.00%, 11/01/39 .................................................... 1,200,000 1,194,396 Series A, AMBAC Insured, Pre-Refunded, 5.50%, 11/01/30 ............................ 1,200,000 1,241,172 Dauphin County General Authority Health System Revenue, Pinnacle Health System Project, Refunding, Series A, 6.00%, 6/01/36 ...................................... 10,000,000 10,306,400 Dauphin County General Authority Hospital Revenue, Hapsco-Western Hospital Project, Series B, NATL Insured, ETM, 6.25%, 7/01/16 ....................................... 4,525,000 5,119,947 Deer Lakes School District GO, Assured Guaranty, 5.50%, 4/01/39 ...................... 7,500,000 8,013,225 Delaware County Authority College Revenue, Cabrini College, Refunding, Radian Insured, 5.875%, 7/01/29 ....................... 1,140,000 1,122,433 Eastern College, Series C, 5.625%, 10/01/28 ....................................... 2,210,000 2,052,449 Haverford College, 5.75%, 11/15/29 ................................................ 3,500,000 3,572,730 Haverford College, 6.00%, 11/15/30 ................................................ 1,750,000 1,789,602 Delaware County Authority Hospital Revenue, Crozer Keystone Obligation, Group A, 5.00%, 12/15/31 ................................................................... 5,000,000 3,946,250 Delaware County Authority Revenue, Dunwoody Village Project, Pre-Refunded, 6.25%, 4/01/30 ............................ 1,800,000 1,808,370 Health Facilities, Mercy Health Corp. Project, ETM, 6.00%, 12/15/26 ............... 10,800,000 11,754,180 Delaware County IDAR, Philadelphia Suburban Water Co. Project, NATL Insured, 6.00%, 6/01/29 ........................................................................... 2,000,000 2,004,120 Delaware Valley Regional Finance Authority Local Government Revenue, Series B, AMBAC Insured, 5.60%, 7/01/17 ..................................................... 5,000,000 5,645,650 Erie County Hospital Authority Revenue, Hamot Health Foundation, CIFG Insured, 5.00%, 11/01/35 .......................................................................... 6,000,000 5,268,600 Erie County IDA Environmental Improvement Revenue, International Paper Co. Project, Refunding, Series B, 6.00%, 9/01/16 ............................................... 600,000 607,716 Erie GO, Series E, FGIC Insured, 5.25%, 11/15/25 ..................................... 5,000,000 5,065,250 Erie Higher Education Building Authority College Revenue, Mercyhurst College, 5.50%, 3/15/38 ........................................................................... 2,000,000 1,944,300 Erie School District GO, AMBAC Insured, Pre-Refunded, 5.80%, 9/01/29 ................. 3,000,000 3,082,080 Erie Water Authority Revenue, FSA Insured, 5.00%, 12/01/43 ........................... 7,000,000 7,168,840 Greater Johnstown School District GO, Series C, NATL Insured, 5.125%, 8/01/25 ........ 3,605,000 3,693,467 Hazleton Health Services Authority Hospital Revenue, Hazleton General Hospital, 5.50%, 7/01/27 ........................................................................... 1,500,000 1,275,975 Johnstown RDA Sewer Revenue, Series A, FSA Insured, Pre-Refunded, 5.00%, 8/15/34 ..... 1,825,000 2,125,486 Lancaster County Hospital Authority Revenue, Health Center, Willow Valley Retirement Project, 5.875%, 6/01/21 .......................................................... 1,000,000 1,009,370 222 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN PENNSYLVANIA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------------ ---------------- -------------- MUNICIPAL BONDS (CONTINUED) PENNSYLVANIA (CONTINUED) Lancaster Parking Authority Parking Revenue, Guaranteed, Series A, AMBAC Insured, 5.00%, 12/01/32 .......................................................................... $ 1,700,000 $ 1,717,272 12/01/35 .......................................................................... 2,500,000 2,512,550 Latrobe IDAR, St. Vincent College Project, 5.70%, 5/01/31 ............................ 1,500,000 1,451,565 Lehigh County General Purpose Authority Revenues, Lehigh Valley Hospital, Health Network, Series B, FSA Insured, 5.25%, 7/01/19 ..... 2,750,000 2,838,027 Muhlenberg College Project, 5.25%, 2/01/34 ........................................ 1,500,000 1,548,405 Lehigh County General Purpose Hospital Revenue, Lehigh Valley Health, Series B, FSA Insured, 5.00%, 7/01/35 ....................................................... 11,250,000 11,391,525 Luzerne County IDA Facility Revenue, Pennsylvania American Water Co., Refunding, 5.50%, 12/01/39 .......................................................................... 10,000,000 10,172,600 Lycoming County Authority College Revenue, Pennsylvania College of Technology, AMBAC Insured, 5.25%, 5/01/32 ..................................................... 5,030,000 4,593,446 Refunding, AMBAC Insured, 5.35%, 7/01/26 .......................................... 2,400,000 2,389,464 Lycoming County Authority Health System Revenue, Susquehanna Health System Project, Refunding, Series A, 5.75%, 7/01/39 ............................................... 20,000,000 19,998,200 Marple Newtown School District GO, FSA Insured, 5.00%, 6/01/31 ....................... 11,325,000 12,003,594 McKeesport Municipal Authority Sewer Revenue, 5.75%, 12/15/39 ........................ 5,000,000 5,021,800 Mercer County GO, FGIC Insured, 5.00%, 10/01/31 ...................................... 2,000,000 2,012,260 Mercer County IDA Water Facilities Revenue, NATL Insured, 6.00%, 7/01/30 ............. 5,000,000 5,002,600 Monroe County Hospital Authority Revenue, Hospital, Pocono Medical Center, 5.00%, 1/01/27 .................................................................... 1,000,000 959,270 5.125%, 1/01/37 ................................................................... 2,000,000 1,830,140 5.25%, 1/01/43 .................................................................... 2,000,000 1,824,400 Montgomery County GO, 5.00%, 9/15/22 ................................................. 3,335,000 3,456,561 Montgomery County IDA Retirement Community Revenue, ACTS Retirement-Life Communities Inc. Obligated Group, 5.25%, 11/15/28 ................................................................... 5,000,000 4,726,150 Refunding, Series B, 5.00%, 11/15/22 .............................................. 1,000,000 950,260 Montour School District GO, FSA Insured, 5.00%, 4/01/32 ........................................................................... 5,000,000 5,168,300 4/01/37 ........................................................................... 12,500,000 12,783,500 Mount Lebanon School District GO, Series A, 5.00%, 2/15/34 ........................... 6,000,000 6,313,740 Muhlenberg School District GO, Series AA, FGIC Insured, Pre-Refunded, 6.00%, 9/01/23 . 4,000,000 4,115,400 Norristown Area School District GO, FGIC Insured, Pre-Refunded, 5.00%, 9/01/27 ....... 5,000,000 5,602,750 Northampton Borough Municipal Authority Water Revenue, NATL Insured, 5.00%, 5/15/34 .................................................................... 445,000 447,140 Pre-Refunded, 5.00%, 5/15/34 ...................................................... 1,955,000 2,254,897 Northampton County General Purpose Authority Hospital Revenue, St. Luke's Hospital Project, Series A, 5.50%, 8/15/35 ................................................. 10,000,000 9,945,400 Northampton County General Purpose Authority Revenue, Higher Education, Lehigh University, 5.00%, 11/15/39 .............................. 20,000,000 20,791,000 Lafayette College, Refunding, 5.00%, 11/01/34 ..................................... 20,000,000 20,753,200 Northeastern York School District GO, Series B, FGIC Insured, 5.00%, 4/01/30 ........................................................................... 1,000,000 1,033,050 4/01/31 ........................................................................... 2,000,000 2,056,300 Annual Report | 223 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN PENNSYLVANIA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------------ ---------------- -------------- MUNICIPAL BONDS (CONTINUED) PENNSYLVANIA (CONTINUED) Norwin School District GO, FGIC Insured, Pre-Refunded, 6.00%, 4/01/30 ........................................ $ 5,000,000 $ 5,022,500 FSA Insured, 5.00%, 4/01/37 ....................................................... 10,000,000 10,251,100 FSA Insured, Pre-Refunded, 5.00%, 4/01/35 ......................................... 3,000,000 3,529,500 Series A, NATL Insured, 5.00%, 4/01/30 ............................................ 1,000,000 1,006,210 Owen J. Roberts School District GO, FSA Insured, 5.00%, 9/01/36 ...................... 2,710,000 2,805,853 Pennsbury School District GO, FGIC Insured, Pre-Refunded, 5.00%, 1/15/22 ............. 2,835,000 3,117,791 Pennsylvania Economic Development Financing Authority Exempt Facilities Revenue, Allegheny Energy Supply Co., LLC Project, 7.00%, 7/15/39 .......................... 10,000,000 11,194,500 Pennsylvania Economic Development Financing Authority Revenue, Lincoln University, Series A, FGIC Insured, 5.00%, 6/01/33 ............................................ 3,325,000 3,344,950 Pennsylvania Economic Development Financing Authority Water Facility Revenue, American Water Co. Project, 6.20%, 4/01/39 ................................................. 10,000,000 10,671,100 Pennsylvania HFA, SFMR, Refunding, Series 103C, 5.45%, 10/01/38 ...................................................... 10,000,000 10,334,700 Series 105C, 4.875%, 10/01/34 ..................................................... 25,000,000 25,099,250 Pennsylvania HFAR, Future Income Growth Securities, SFM, Series 64, 5.25%, 4/01/30 ................... 3,050,000 3,050,122 SFM, Refunding, Series 63A, zero cpn., 4/01/30 .................................... 10,725,000 3,453,128 SFM, Refunding, Series 72A, 5.25%, 4/01/21 ........................................ 5,790,000 5,805,749 Pennsylvania State GO, Second Series, 5.00%, 4/15/23 ..................................................... 10,000,000 11,311,900 Second Series A, 5.00%, 8/01/25 ................................................... 5,000,000 5,489,150 Pennsylvania State Higher Educational Facilities Authority College and University Revenues, Drexel University, NATL Insured, 5.75%, 5/01/22 ......................... 3,095,000 3,097,383 Marywood University Project, NATL Insured, Pre-Refunded, 5.65%, 6/01/25 ........... 2,500,000 2,532,275 Pennsylvania State Higher Educational Facilities Authority Revenue, Bryn Mawr College, AMBAC Insured, 5.125%, 12/01/29 ................................ 1,500,000 1,510,845 Bryn Mawr College, Refunding, AMBAC Insured, 5.00%, 12/01/37 ...................... 5,000,000 5,184,050 Drexel University, Series A, 5.00%, 5/01/20 ....................................... 1,485,000 1,521,308 Drexel University, Series A, 5.20%, 5/01/29 ....................................... 750,000 759,413 Drexel University, Series A, NATL Insured, 5.00%, 5/01/37 ......................... 25,525,000 25,765,956 La Salle University, Series A, 5.00%, 5/01/37 ..................................... 2,500,000 2,344,675 Philadelphia University, Refunding, 5.00%, 6/01/30 ................................ 2,295,000 2,111,056 State System of Higher Education, NATL Insured, 5.00%, 6/15/37 .................... 7,000,000 7,171,150 Temple University, Refunding, NATL Insured, 5.00%, 4/01/28 ........................ 5,000,000 5,131,450 Temple University, Refunding, NATL Insured, 5.00%, 4/01/33 ........................ 10,000,000 10,119,700 Trustees University of Pennsylvania, Refunding, Series C, 5.00%, 7/15/38 .......... 5,000,000 5,151,400 University of Pennsylvania Health System, Refunding, Series B, 6.00%, 8/15/26 ..... 5,000,000 5,687,850 (a) University of Pittsburgh Medical Center, Series E, 5.00%, 5/15/31 ............. 13,000,000 12,983,360 University Sciences Philadelphia, Assured Guaranty, 5.00%, 11/01/32 ............... 5,000,000 5,170,150 University Sciences Philadelphia, Refunding, Series A, XLCA Insured, 5.00%, 11/01/36 ....................................................................... 8,315,000 8,352,002 Widener University, 5.00%, 7/15/31 ................................................ 500,000 456,465 Widener University, 5.00%, 7/15/39 ................................................ 5,750,000 5,141,535 Pennsylvania State Public School Building Authority Community College Revenue, Community College Philadelphia Project, 6.00%, 6/15/28 ............................ 5,000,000 5,406,850 224 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN PENNSYLVANIA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------------ ---------------- -------------- MUNICIPAL BONDS (CONTINUED) PENNSYLVANIA (CONTINUED) 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 $ 16,941,300 Refunding, Series B, FSA Insured, 4.75%, 6/01/30 .................................. 5,000,000 4,967,500 Pennsylvania State Public School Building Authority Revenue, Career Institute of Technology, FGIC Insured, 5.00%, 11/15/28 ..................... 1,000,000 1,019,170 Central Montgomery County Area, FGIC Insured, 5.00%, 5/15/24 ...................... 2,500,000 2,607,425 Pennsylvania State Turnpike Commission Oil Franchise Tax Revenue, Series B, NATL Insured, 5.00%, 12/01/24 .......................................................... 1,655,000 1,691,112 Pre-Refunded, 5.00%, 12/01/31 ..................................................... 5,000,000 5,713,350 Pennsylvania State Turnpike Commission Revenue, AMBAC Insured, Pre-Refunded, 5.00%, 7/15/31 ........................................................................... 10,000,000 10,725,700 Pennsylvania State Turnpike Commission Turnpike Revenue, 5.125%, 12/01/40 .................................................................. 16,860,000 17,045,629 Refunding, Series C, Sub Series C-1, Assured Guaranty, 6.25%, 6/01/38 ............. 5,000,000 5,626,050 Series A, AMBAC Insured, 5.00%, 12/01/34 .......................................... 5,000,000 5,079,750 Series R, AMBAC Insured, 5.00%, 12/01/26 .......................................... 2,000,000 2,059,780 Series R, AMBAC Insured, 5.00%, 12/01/30 .......................................... 11,125,000 11,389,219 sub. bond, Series A, Assured Guaranty, 5.00%, 6/01/39 ............................. 20,000,000 20,160,800 Pennsylvania State University Revenue, 5.00%, 9/01/35 ................................ 1,000,000 1,031,460 Philadelphia Authority for IDR, Cultural and Commercial Corridors Program, Series A, FGIC Insured, 5.00%, 12/01/23 6,205,000 6,225,663 Cultural and Commercial Corridors Program, Series A, FGIC Insured, 5.00%, 12/01/25 5,690,000 5,634,522 Please Touch Museum Project, 5.25%, 9/01/36 ....................................... 7,210,000 5,861,009 Series B, AMBAC Insured, 5.25%, 7/01/31 ........................................... 2,000,000 1,881,720 Philadelphia Gas Works Revenue, Twelfth Series B, NATL Insured, ETM, 7.00%, 5/15/20 .. 835,000 1,009,707 Philadelphia GO, Refunding, Series A, Assured Guaranty, 5.125%, 8/01/25 ............................ 5,000,000 5,260,950 Refunding, Series A, Assured Guaranty, 5.25%, 8/01/26 ............................. 5,000,000 5,316,500 Series B, Assured Guaranty, 7.125%, 7/15/38 ....................................... 10,000,000 11,540,100 Philadelphia Hospitals and Higher Education Facilities Authority Hospital Revenue, Temple University Health System, Refunding, Series A, 5.50%, 7/01/30 .................................................................... 5,000,000 4,450,150 5.00%, 7/01/34 .................................................................... 5,000,000 4,011,550 Philadelphia Housing Authority Capital Fund Program Revenue, Series A, FSA Insured, 5.00%, 12/01/21 ................................................................... 5,000,000 5,206,450 Philadelphia IDA Lease Revenue, Series B, FSA Insured, Pre-Refunded, 5.125%, 10/01/26 .......................................................................... 12,000,000 12,978,240 Philadelphia Municipal Authority Revenue, Lease, 6.50%, 4/01/34 ........................................................................... 3,250,000 3,410,972 4/01/39 ........................................................................... 2,500,000 2,613,050 Philadelphia RDAR, Neighborhood Transformation, Series C, FGIC Insured, 5.00%, 4/15/31 ........................................................................... 14,565,000 13,490,540 Philadelphia School District GO, Series C, NATL Insured, Pre-Refunded, 5.75%, 3/01/29 .............................. 8,000,000 8,000,000 Series D, FGIC Insured, Pre-Refunded, 5.125%, 6/01/34 ............................. 5,000,000 5,800,650 Series E, 6.00%, 9/01/38 .......................................................... 5,000,000 5,371,250 Annual Report | 225 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN PENNSYLVANIA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------------ ---------------- -------------- MUNICIPAL BONDS (CONTINUED) PENNSYLVANIA (CONTINUED) Philadelphia Water and Wastewater Revenue, Series A, 5.25%, 1/01/36 .................................................................... $ 3,000,000 $ 3,067,830 FGIC Insured, 5.00%, 11/01/31 ..................................................... 2,765,000 2,781,922 FSA Insured, 5.00%, 7/01/28 ....................................................... 4,000,000 4,122,200 FSA Insured, 5.00%, 7/01/29 ....................................................... 11,645,000 11,950,681 Pittsburgh Public Parking Authority Parking Revenue, AMBAC Insured, Pre-Refunded, 6.00%, 12/01/24 ................................................................... 2,000,000 2,028,020 Pittsburgh Urban RDA Mortgage Revenue, Series C, GNMA Secured, 5.70%, 4/01/30 ........ 1,295,000 1,295,363 Pittsburgh Water and Sewer Authority Revenue, FGIC Insured, ETM, 7.25%, 9/01/14 ...... 690,000 789,464 Plum Boro School District GO, FGIC Insured, Pre-Refunded, 5.25%, 9/15/30 ............. 8,870,000 9,505,624 Reading Area Water Authority Water Revenue, FSA Insured, 5.00%, 12/01/27 ............. 3,400,000 3,579,010 Reading GO, FSA Insured, 6.00%, 11/01/28 ............................................. 2,000,000 2,174,200 Reading School District GO, FSA Insured, 5.00%, 1/15/36 .............................. 8,500,000 8,747,435 Sayre Health Care Facilities Authority Revenue, Guthrie Healthcare System, Refunding, Series A, 5.875%, 12/01/31 ............................................. 555,000 566,122 Series A, Pre-Refunded, 5.875%, 12/01/31 .......................................... 1,945,000 2,136,252 Scranton School District GO, Series A, FSA Insured, 5.00%, 7/15/38 ............................................. 5,430,000 5,532,193 Series C, FSA Insured, 5.00%, 7/15/38 ............................................. 5,000,000 5,094,100 Scranton-Lackawanna Health and Welfare Authority Revenue, University of Scranton, XLCA Insured, 5.00%, 11/01/37 ..................................................... 8,125,000 7,969,244 Seneca Valley School District GO, NATL Insured, Pre-Refunded, 5.375%, 1/01/21 ........ 2,000,000 2,172,560 Snyder County Higher Education Authority University Revenue, Susquehanna University Project, 5.00%, 1/01/38 ........................................................... 4,000,000 4,024,080 Southcentral General Authority Revenue, WellSpan Health Obligated Group, NATL Insured, ETM, 5.25%, 5/15/31 ................ 1,875,000 1,942,819 WellSpan Health Obligated Group, NATL Insured, Pre-Refunded, 5.25%, 5/15/31 ....... 8,125,000 8,677,094 WellSpan Health Obligated Group, Refunding, Series A, 6.00%, 6/01/25 .............. 10,000,000 11,066,400 York College of Pennsylvania, Associates, XLCA Insured, 5.00%, 5/01/37 ............ 1,090,000 1,094,480 Southern Lehigh School District GO, Series A, FGIC Insured, Pre-Refunded, 5.00%, 9/01/25 ........................................................................... 6,900,000 7,643,268 Southmoreland School District GO, NATL Insured, 5.00%, 4/01/27 ....................... 5,025,000 5,253,688 State Public School Building Authority College Revenue, Delaware County Community College Project, FSA Insured, 5.00%, 10/01/32 ........... 1,000,000 1,044,530 Montgomery County Community College, FSA Insured, 5.00%, 5/01/28 .................. 1,225,000 1,321,016 Westmoreland County Community College, FGIC Insured, 5.25%, 10/15/22 .............. 2,170,000 2,227,961 State Public School Building Authority School Revenue, Harrisburg School District Project, Series A, Assured Guaranty, 5.00%, 11/15/33 .............................. 5,000,000 5,080,750 Susquehanna Area Regional Airport Authority Airport System Revenue, Refunding, Series A, AMBAC Insured, 5.00%, 1/01/28 ................................ 2,000,000 1,663,660 Series A, 6.50%, 1/01/38 .......................................................... 4,000,000 3,860,160 University of Pittsburgh of the Commonwealth System of Higher Education Revenue, Capital Project, Series B, 5.00%, 9/15/31 ......................................... 10,000,000 10,634,800 University Capital Project, Refunding, Series B, 5.25%, 9/15/27 ................... 9,500,000 10,625,180 University Capital Project, Refunding, Series C, 5.00%, 9/15/35 ................... 9,500,000 9,985,070 Upper St. Clair Township School District GO, FSA Insured, Pre-Refunded, 5.00%, 7/15/28 ......................................... 465,000 508,505 Refunding, FSA Insured, 5.00%, 7/15/28 ............................................ 535,000 548,402 226 | Annual Report Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN PENNSYLVANIA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------------ ---------------- -------------- MUNICIPAL BONDS (CONTINUED) PENNSYLVANIA (CONTINUED) Washington County GO, Refunding, Series A, AMBAC Insured, 5.125%, 9/01/27 ............................... $ 4,295,000 $ 4,422,003 Series A, AMBAC Insured, Pre-Refunded, 5.125%, 9/01/27 ............................ 705,000 783,121 West Allegheny School District GO, Refunding, Series D, FGIC Insured, 4.75%, 9/01/19 ........................................................................... 2,000,000 2,045,820 9/01/20 ........................................................................... 3,805,000 3,882,584 West Mifflin Area School District GO, FSA Insured, 5.125%, 4/01/31 ................... 1,000,000 1,061,570 Whitehall Coplay School District GO, Series A, FSA Insured, 5.375%, 11/15/34 ......... 6,000,000 6,372,960 Wilkes-Barre Finance Authority Revenue, Wilkes University Project, Refunding, 5.00%, 3/01/37 ........................................................................... 4,500,000 4,120,560 Wyoming Area School District GO, Refunding, Series A, NATL Insured, 5.00%, 9/01/26 ... 5,005,000 5,231,426 -------------- 1,092,520,604 -------------- U.S. TERRITORIES 10.8% PUERTO RICO 10.0% Puerto Rico Commonwealth Aqueduct and Sewer Authority Revenue, senior lien, Series A, 6.00%, 7/01/44 .................................................................... 2,100,000 2,152,290 Puerto Rico Commonwealth GO, Public Improvement, Refunding, Series A-4, FSA Insured, 5.25%, 7/01/30 ............ 5,000,000 5,239,600 Public Improvement, Series A, 5.00%, 7/01/29 ...................................... 4,000,000 3,786,240 Public Improvement, Series A, 5.00%, 7/01/33 ...................................... 13,960,000 12,807,602 Public Improvement, Series A, Pre-Refunded, 5.00%, 7/01/33 ........................ 14,000,000 15,907,080 Series A, 5.00%, 7/01/28 .......................................................... 5,000,000 4,779,950 Series A, 5.25%, 7/01/37 .......................................................... 10,000,000 9,458,900 Puerto Rico Commonwealth Infrastructure Financing Authority Special Tax Revenue, Series B, 5.00%, 7/01/37 .......................................................... 7,010,000 6,342,858 Puerto Rico Electric Power Authority Power Revenue, Series TT, 5.00%, 7/01/32 ........ 5,100,000 4,972,398 Puerto Rico PBA Guaranteed Revenue, Government Facilities, Series I, 5.00%, 7/01/36 .. 5,950,000 5,400,220 Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, first sub., Series A, 5.375%, 8/01/39 ................................................................... 20,000,000 20,006,600 6.00%, 8/01/42 .................................................................... 34,000,000 35,564,340 -------------- 126,418,078 -------------- U.S. VIRGIN ISLANDS 0.8% Virgin Islands PFAR, Gross Receipts Taxes Loan Note, Radian Insured, 5.00%, 10/01/33 ................... 5,000,000 4,709,450 senior lien, Refunding, Series B, 5.00%, 10/01/25 ................................. 5,500,000 5,533,055 -------------- 10,242,505 -------------- TOTAL U.S. TERRITORIES ............................................................... 136,660,583 -------------- TOTAL MUNICIPAL BONDS BEFORE SHORT TERM INVESTMENTS (COST $1,195,422,371) ............................................................. 1,229,181,187 -------------- SHORT TERM INVESTMENTS 1.7% MUNICIPAL BONDS 1.7% PENNSYLVANIA 1.5% (b) Geisinger Authority Health System Revenue, Geisinger Health System, Refunding, Series A, Daily VRDN and Put, 0.14%, 5/15/35 ...................................... 18,800,000 18,800,000 -------------- Annual Report | 227 Franklin Tax-Free Trust STATEMENT OF INVESTMENTS, FEBRUARY 28, 2010 (CONTINUED) FRANKLIN PENNSYLVANIA TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------------ ---------------- -------------- SHORT TERM INVESTMENTS (CONTINUED) MUNICIPAL BONDS (CONTINUED) U.S. TERRITORIES 0.2% PUERTO RICO 0.2% (b) Puerto Rico Commonwealth GO, Public Improvement, Refunding, Series B, Daily VRDN and Put, 0.12%, 7/01/32 ....... $ 1,235,000 $ 1,235,000 Refunding, Series A-6, Daily VRDN and Put, 0.12%, 7/01/33 ......................... 1,000,000 1,000,000 -------------- TOTAL U.S. TERRITORIES ............................................................... 2,235,000 -------------- TOTAL SHORT TERM INVESTMENTS (COST $21,035,000) ...................................... 21,035,000 -------------- TOTAL INVESTMENTS (COST $1,216,457,371) 99.0% ........................................ 1,250,216,187 OTHER ASSETS, LESS LIABILITIES 1.0% .................................................. 12,739,039 -------------- NET ASSETS 100.0% .................................................................... $1,262,955,226 ============== See Abbreviations on page 263. (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. 228 | Annual Report Franklin Tax-Free Trust FINANCIAL STATEMENTS STATEMENTS OF ASSETS AND LIABILITIES February 28, 2010 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 ..................................... $1,083,060,895 $671,994,877 $498,105,905 $586,488,609 ============== ============ ============ ============ Value .................................... $1,095,128,260 $685,309,708 $505,680,674 $588,240,389 Cash ........................................ 91,514 54,862 13,878 6,475,845 Receivables: Capital shares sold ...................... 1,300,409 1,918,640 1,139,958 1,978,860 Interest ................................. 11,663,880 9,565,439 4,929,322 6,026,936 Other assets ................................ 3,041 1,861 1,359 1,601 -------------- ------------ ------------ ------------ Total assets .......................... 1,108,187,104 696,850,510 511,765,191 602,723,631 -------------- ------------ ------------ ------------ Liabilities: Payables: Capital shares redeemed .................. 1,367,831 802,288 989,964 1,090,388 Affiliates ............................... 584,767 392,501 296,961 343,848 Distributions to shareholders ............ 1,009,308 617,421 246,602 542,487 Accrued expenses and other liabilities ...... 103,678 101,577 73,791 90,546 -------------- ------------ ------------ ------------ Total liabilities ..................... 3,065,584 1,913,787 1,607,318 2,067,269 -------------- ------------ ------------ ------------ Net assets, at value ............... $1,105,121,520 $694,936,723 $510,157,873 $600,656,362 ============== ============ ============ ============ Net assets consist of: Paid-in capital ............................. $1,109,245,783 $689,474,254 $505,151,115 $604,810,972 Undistributed net investment income (distributions in excess of net investment income) ....................... 63,413 (253,678) 365,951 456,117 Net unrealized appreciation (depreciation) .. 12,067,365 13,314,831 7,574,769 1,751,780 Accumulated net realized gain (loss) ........ (16,255,041) (7,598,684) (2,933,962) (6,362,507) -------------- ------------ ------------ ------------ Net assets, at value ............... $1,105,121,520 $694,936,723 $510,157,873 $600,656,362 ============== ============ ============ ============ The accompanying notes are an integral part of these financial statements. Annual Report | 229 Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED) February 28, 2010 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 ......................... $982,079,871 $565,222,200 $405,069,757 $507,856,227 ------------ ------------ ------------ ------------ Shares outstanding ........................... 91,120,019 48,501,041 37,232,439 43,921,491 ------------ ------------ ------------ ------------ Net asset value per share(a) ................. $ 10.78 $ 11.65 $ 10.88 $ 11.56 ------------ ------------ ------------ ------------ Maximum offering price per share (net asset value per share / 95.75%) ................. $ 11.26 $ 12.17 $ 11.36 $ 12.07 ------------ ------------ ------------ ------------ CLASS B: Net assets, at value ......................... $ 8,832,717 -- -- -- ------------ ------------ ------------ ------------ Shares outstanding ........................... 814,429 -- -- -- ------------ ------------ ------------ ------------ Net asset value and maximum offering price per share(a) .................................. $ 10.85 -- -- -- ------------ ------------ ------------ ------------ CLASS C: Net assets, at value ......................... $109,678,840 $118,648,334 $ 94,058,397 $ 90,262,037 ------------ ------------ ------------ ------------ Shares outstanding ........................... 10,055,978 10,093,260 8,595,325 7,776,028 ------------ ------------ ------------ ------------ Net asset value and maximum offering price per share(a) .................................. $ 10.91 $ 11.76 $ 10.94 $ 11.61 ------------ ------------ ------------ ------------ ADVISOR CLASS: Net assets, at value ......................... $ 4,530,092 $ 11,066,189 $ 11,029,719 $ 2,538,098 ------------ ------------ ------------ ------------ Shares outstanding ........................... 419,586 949,789 1,014,540 219,339 ------------ ------------ ------------ ------------ Net asset value and maximum offering price per share ..................................... $ 10.80 $ 11.65 $ 10.87 $ 11.57 ------------ ------------ ------------ ------------ (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. 230 | Annual Report Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED) February 28, 2010 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 ..................................... $1,738,251,479 $377,150,735 $7,140,559,048 $1,516,024,018 ============== ============ ============== ============== Value .................................... $1,802,250,933 $385,624,544 $7,123,494,148 $1,554,179,699 Cash ........................................ 330,064 114,704 638,061 393,158 Receivables: Capital shares sold ...................... 14,593,700 6,270,355 27,556,617 4,028,783 Interest ................................. 19,008,365 3,096,693 109,292,025 16,775,666 Other assets ................................ 4,501 920 18,952 4,275 -------------- ------------ -------------- -------------- Total assets .......................... 1,836,187,563 395,107,216 7,260,999,803 1,575,381,581 -------------- ------------ -------------- -------------- Liabilities: Payables: Investment securities purchased .......... 37,614,780 13,542,600 69,461,705 -- Capital shares redeemed .................. 3,227,179 704,161 12,039,371 1,182,913 Affiliates ............................... 955,492 96,572 3,796,516 893,443 Distributions to shareholders ............ 1,342,410 169,023 4,325,887 779,124 Accrued expenses and other liabilities ...... 248,139 73,242 764,984 200,270 -------------- ------------ -------------- -------------- Total liabilities ..................... 43,388,000 14,585,598 90,388,463 3,055,750 -------------- ------------ -------------- -------------- Net assets, at value ............... $1,792,799,563 $380,521,618 $7,170,611,340 $1,572,325,831 ============== ============ ============== ============== Net assets consist of: Paid-in capital ............................. $1,740,333,346 $372,628,036 $7,538,638,214 $1,533,420,789 Undistributed net investment income (distributions in excess of net investment income) ....................... (853,001) 98,615 7,890,940 2,328,171 Net unrealized appreciation (depreciation) .. 63,999,454 8,473,809 (17,064,900) 38,155,681 Accumulated net realized gain (loss) ........ (10,680,236) (678,842) (358,852,914) (1,578,810) -------------- ------------ -------------- -------------- Net assets, at value ............... $1,792,799,563 $380,521,618 $7,170,611,340 $1,572,325,831 ============== ============ ============== ============== The accompanying notes are an integral part of these financial statements. Annual Report | 231 Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED) February 28, 2010 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 ----------------- ---------------- -------------- -------------- CLASS A: Net assets, at value ..................... $1,390,805,425 $380,521,618 $5,477,709,604 $1,230,689,416 -------------- ------------ -------------- -------------- Shares outstanding ....................... 120,038,781 36,775,301 548,346,510 102,624,944 -------------- ------------ -------------- -------------- Net asset value per share(a) ............. $ 11.59 $ 10.35 $ 9.99 $ 11.99 -------------- ------------ -------------- -------------- Maximum offering price per share (net asset value per share / 97.75%, 97.75%, 95.75% and 95.75%, respectively) ...... $ 11.86 $ 10.59 $ 10.43 $ 12.52 -------------- ------------ -------------- -------------- CLASS B: Net assets, at value ..................... -- -- $ 68,462,832 $ 34,898,766 -------------- ------------ -------------- -------------- Shares outstanding ....................... -- -- 6,803,228 2,892,370 -------------- ------------ -------------- -------------- Net asset value and maximum offering price per share(a) .......................... -- -- $ 10.06 $ 12.07 -------------- ------------ -------------- -------------- CLASS C: Net assets, at value ..................... $ 257,249,049 -- $1,002,984,556 $ 292,947,096 -------------- ------------ -------------- -------------- Shares outstanding ....................... 22,153,073 -- 99,108,712 24,199,170 -------------- ------------ -------------- -------------- Net asset value and maximum offering price per share(a) .......................... $ 11.61 -- $ 10.12 $ 12.11 -------------- ------------ -------------- -------------- ADVISOR CLASS: Net assets, at value ..................... $ 144,745,089 -- $ 621,454,348 $ 13,790,553 -------------- ------------ -------------- -------------- Shares outstanding ....................... 12,475,209 -- 62,039,852 1,149,908 -------------- ------------ -------------- -------------- Net asset value and maximum offering price per share ............................. $ 11.60 -- $ 10.02 $ 11.99 -------------- ------------ -------------- -------------- (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. 232 | Annual Report Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED) February 28, 2010 FRANKLIN FRANKLIN OREGON PENNSYLVANIA TAX-FREE TAX-FREE INCOME FUND INCOME FUND -------------- -------------- Assets: Investments in securities: Cost ......................................... $1,110,871,696 $1,216,457,371 ============== ============== Value ........................................ $1,151,080,236 $1,250,216,187 Cash ............................................ 858,888 3,000,630 Receivables: Investment securities sold ................... -- 2,993,523 Capital shares sold .......................... 3,433,868 5,346,580 Interest ..................................... 12,057,307 17,490,773 Other assets .................................... 3,097 3,349 -------------- -------------- Total assets .............................. 1,167,433,396 1,279,051,042 -------------- -------------- Liabilities: Payables: Investment securities purchased .............. 7,387,575 12,870,800 Capital shares redeemed ...................... 1,987,624 1,237,918 Affiliates ................................... 636,406 715,164 Distributions to shareholders ................ 542,518 1,106,290 Accrued expenses and other liabilities .......... 134,948 165,644 -------------- -------------- Total liabilities ......................... 10,689,071 16,095,816 -------------- -------------- Net assets, at value ................... $1,156,744,325 $1,262,955,226 ============== ============== Net assets consist of: Paid-in capital ................................. $1,117,654,184 $1,233,568,923 Undistributed net investment income ............. 2,521,506 766,851 Net unrealized appreciation (depreciation) ...... 40,208,540 33,758,816 Accumulated net realized gain (loss) ............ (3,639,905) (5,139,364) -------------- -------------- Net assets, at value ................... $1,156,744,325 $1,262,955,226 ============== ============== The accompanying notes are an integral part of these financial statements. Annual Report | 233 Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED) February 28, 2010 FRANKLIN FRANKLIN OREGON PENNSYLVANIA TAX-FREE TAX-FREE INCOME FUND INCOME FUND ------------ -------------- CLASS A: Net assets, at value ..................................... $954,859,699 $1,016,824,330 ------------ -------------- Shares outstanding ....................................... 80,451,629 99,026,718 ------------ -------------- Net asset value per share(a) ............................. $ 11.87 $ 10.27 ------------ -------------- Maximum offering price per share (net asset value per share / 95.75%) ....................................... $ 12.40 $ 10.73 ------------ -------------- CLASS B: Net assets, at value ..................................... -- $ 21,977,185 ------------ -------------- Shares outstanding ....................................... -- 2,132,845 ------------ -------------- Net asset value and maximum offering price per share(a) .. -- $ 10.30 CLASS C: Net assets, at value ..................................... $195,473,012 $ 217,322,000 ------------ -------------- Shares outstanding ....................................... 16,285,641 20,972,566 ------------ -------------- Net asset value and maximum offering price per share(a) .. $ 12.00 $ 10.36 ------------ -------------- ADVISOR CLASS: Net assets, at value ..................................... $ 6,411,614 $ 6,831,711 ------------ -------------- Shares outstanding ....................................... 540,076 665,137 ------------ -------------- Net asset value and maximum offering price per share ..... $ 11.87 $ 10.27 ------------ -------------- (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. 234 | Annual Report Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF OPERATIONS for the year ended February 28, 2010 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 ........................................ $ 55,783,393 $31,949,999 $22,681,446 $29,559,959 ------------ ----------- ----------- ----------- Expenses: Management fees (Note 3a) ....................... 5,116,990 3,071,881 2,328,317 2,762,765 Distribution fees: (Note 3c) Class A ...................................... 966,417 520,549 363,606 474,239 Class B ...................................... 74,893 -- -- -- Class C ...................................... 624,737 607,203 535,404 515,806 Transfer agent fees (Note 3e) ................... 316,210 257,961 162,327 290,281 Custodian fees .................................. 15,082 8,781 6,356 7,667 Reports to shareholders ......................... 51,278 39,631 27,146 46,067 Registration and filing fees .................... 32,197 22,418 21,588 77,582 Professional fees ............................... 41,818 34,780 34,464 30,970 Trustees' fees and expenses ..................... 8,672 4,832 3,601 4,472 Other ........................................... 72,915 51,093 47,341 45,209 ------------ ----------- ----------- ----------- Total expenses ............................ 7,321,209 4,619,129 3,530,150 4,255,058 ------------ ----------- ----------- ----------- Net investment income .................. 48,462,184 27,330,870 19,151,296 25,304,901 ------------ ----------- ----------- ----------- Realized and unrealized gains (losses): Net realized gain (loss) from investments ....... 471,301 (2,007,681) 196,305 (3,751,188) Net change in unrealized appreciation (depreciation) on investments ................ 60,709,625 47,793,095 28,939,594 53,797,175 ------------ ----------- ----------- ----------- Net realized and unrealized gain (loss) ............ 61,180,926 45,785,414 29,135,899 50,045,987 ------------ ----------- ----------- ----------- Net increase (decrease) in net assets resulting from operations ................................. $109,643,110 $73,116,284 $48,287,195 $75,350,888 ============ =========== =========== =========== The accompanying notes are an integral part of these financial statements. Annual Report | 235 Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF OPERATIONS (CONTINUED) for the year ended February 28, 2010 FRANKLIN FRANKLIN FEDERAL 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 ----------------- ------------ -------------- ------------ Investment income: Interest ............................................ $ 59,864,183 $ 7,514,378 $ 392,497,703 $ 73,941,728 ------------ ----------- -------------- ------------ Expenses: Management fees (Note 3a) ........................... 6,480,023 1,232,320 28,734,257 6,875,974 Administrative fees (Note 3b) ....................... -- 529,241 -- -- Distribution fees: (Note 3c) Class A .......................................... 1,088,756 388,023 4,794,007 1,162,384 Class B .......................................... -- -- 517,690 271,188 Class C .......................................... 1,082,349 -- 5,429,627 1,621,553 Transfer agent fees (Note 3e) ....................... 777,161 81,423 3,095,356 607,705 Custodian fees ...................................... 18,401 3,894 87,524 20,650 Reports to shareholders ............................. 128,670 16,817 471,838 97,367 Registration and filing fees ........................ 173,284 69,836 401,601 31,972 Professional fees ................................... 46,410 30,841 105,350 60,149 Trustees' fees and expenses ......................... 9,874 1,913 48,094 11,630 Other ............................................... 103,872 63,430 350,665 100,133 ------------ ----------- -------------- ------------ Total expenses ................................ 9,908,800 2,417,738 44,036,009 10,860,705 Expenses waived/paid by affiliates (Note 3f) .. -- (1,095,170) -- -- ------------ ----------- -------------- ------------ Net expenses ............................... 9,908,800 1,322,568 44,036,009 10,860,705 ------------ ----------- -------------- ------------ Net investment income ................... 49,955,383 6,191,810 348,461,694 63,081,023 ------------ ----------- -------------- ------------ Realized and unrealized gains (losses): Net realized gain (loss) from investments ........... (224,628) (2,816) (8,206,383) 1,286,652 Net change in unrealized appreciation (depreciation) on investments .................... 71,629,053 6,454,025 818,536,691 82,802,325 ------------ ----------- -------------- ------------ Net realized and unrealized gain (loss) ................ 71,404,425 6,451,209 810,330,308 84,088,977 ------------ ----------- -------------- ------------ Net increase (decrease) in net assets resulting from operations ..................................... $121,359,808 $12,643,019 $1,158,792,002 $147,170,000 ============ =========== ============== ============ The accompanying notes are an integral part of these financial statements. 236 | Annual Report Franklin Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF OPERATIONS (CONTINUED) for the year ended February 28, 2010 FRANKLIN FRANKLIN OREGON PENNSYLVANIA TAX-FREE TAX-FREE INCOME FUND INCOME FUND ------------ ------------ Investment income: Interest ............................................................. $ 50,701,735 $ 56,615,975 ------------ ------------ Expenses: Management fees (Note 3a) ............................................ 4,964,061 5,321,453 Distribution fees: (Note 3c) Class A ........................................................... 874,250 890,001 Class B ........................................................... -- 172,291 Class C ........................................................... 1,030,596 1,129,189 Transfer agent fees (Note 3e) ........................................ 351,687 530,276 Custodian fees ....................................................... 14,449 15,634 Reports to shareholders .............................................. 57,317 79,767 Registration and filing fees ......................................... 20,798 25,159 Professional fees .................................................... 48,510 50,446 Trustees' fees and expenses .......................................... 8,119 8,723 Other ................................................................ 82,250 87,166 ------------ ------------ Total expenses .................................................... 7,452,037 8,310,105 ------------ ------------ Net investment income .......................................... 43,249,698 48,305,870 ------------ ------------ Realized and unrealized gains (losses): Net realized gain (loss) from investments ............................ 409,254 (3,602,648) Net change in unrealized appreciation (depreciation) on investments .. 57,465,171 70,449,288 ------------ ------------ Net realized and unrealized gain (loss) ................................. 57,874,425 66,846,640 ------------ ------------ Net increase (decrease) in net assets resulting from operations ......... $101,124,123 $115,152,510 ============ ============ The accompanying notes are an integral part of these financial statements. Annual Report | 237 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, ------------------------------- --------------------------- 2010 2009 2010 2009 -------------- -------------- ------------ ------------ Increase (decrease) in net assets: Operations: Net investment income ........................ $ 48,462,184 $ 47,092,985 $ 27,330,870 $ 24,302,683 Net realized gain (loss) from investments .... 471,301 5,104,625 (2,007,681) (476,720) Net change in unrealized appreciation (depreciation) on investments ............. 60,709,625 (23,832,562) 47,793,095 (19,209,407) -------------- -------------- ------------ ------------ Net increase (decrease) in net assets resulting from operations ........... 109,643,110 28,365,048 73,116,284 4,616,556 -------------- -------------- ------------ ------------ Distributions to shareholders from: Net investment income: Class A ................................... (44,354,634) (42,645,873) (23,629,346) (21,514,143) Class B ................................... (475,572) (645,470) -- -- Class C ................................... (3,808,835) (2,907,445) (3,657,907) (2,616,170) Advisor Class ............................. (100,591) (148) (256,588) -- -------------- -------------- ------------ ------------ Total distributions to shareholders ............. (48,739,632) (46,198,936) (27,543,841) (24,130,313) -------------- -------------- ------------ ------------ Capital share transactions: (Note 2) Class A ................................... 7,004,893 22,129,364 61,406,089 37,449,907 Class B ................................... (6,160,267) (3,377,558) -- -- Class C ................................... 25,629,866 15,704,782 42,805,349 15,881,168 Advisor Class ............................. 4,408,655 5,000 10,714,746 -- -------------- -------------- ------------ ------------ Total capital share transactions ................ 30,883,147 34,461,588 114,926,184 53,331,075 -------------- -------------- ------------ ------------ Redemption fees ................................. -- 1,058 -- 71 -------------- -------------- ------------ ------------ Net increase (decrease) in net assets .. 91,786,625 16,628,758 160,498,627 33,817,389 Net assets: Beginning of year ............................... 1,013,334,895 996,706,137 534,438,096 500,620,707 -------------- -------------- ------------ ------------ End of year ..................................... $1,105,121,520 $1,013,334,895 $694,936,723 $534,438,096 ============== ============== ============ ============ Undistributed net investment income (distributions in excess of net investment income) included in net assets: End of year .................................. $ 63,413 $ 346,303 $ (253,678) $ (40,520) ============== ============== ============ ============ The accompanying notes are an integral part of these financial statements. 238 | Annual Report 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, --------------------------- --------------------------- 2010 2009 2010 2009 ------------ ------------ ------------ ------------ Increase (decrease) in net assets: Operations: Net investment income ........................ $ 19,151,296 $ 17,443,698 $ 25,304,901 $ 25,091,311 Net realized gain (loss) from investments .... 196,305 256,393 (3,751,188) (514,867) Net change in unrealized appreciation (depreciation) on investments ............. 28,939,594 (11,406,182) 53,797,175 (32,138,084) ------------ ------------ ------------ ------------ Net increase (decrease) in net assets resulting from operations ........... 48,287,195 6,293,909 75,350,888 (7,561,640) ------------ ------------ ------------ ------------ Distributions to shareholders from: Net investment income: Class A ................................... (15,724,815) (14,619,347) (21,692,911) (21,851,064) Class C ................................... (3,014,176) (2,439,850) (3,172,160) (2,889,132) Advisor Class ............................. (188,687) -- (56,202) -- ------------ ------------ ------------ ------------ Total distributions to shareholders ............. (18,927,678) (17,059,197) (24,921,273) (24,740,196) ------------ ------------ ------------ ------------ Capital share transactions: (Note 2) Class A ................................... 42,790,870 31,280,348 (3,335,572) 33,331,759 Class C ................................... 18,249,273 17,336,628 10,670,149 9,945,890 Advisor Class ............................. 10,872,072 -- 2,416,475 -- ------------ ------------ ------------ ------------ Total capital share transactions ................ 71,912,215 48,616,976 9,751,052 43,277,649 ------------ ------------ ------------ ------------ Redemption fees ................................. -- 905 -- 2 ------------ ------------ ------------ ------------ Net increase (decrease) in net assets .. 101,271,732 37,852,593 60,180,667 10,975,815 Net assets: Beginning of year ............................... 408,886,141 371,033,548 540,475,695 529,499,880 ------------ ------------ ------------ ------------ End of year ..................................... $510,157,873 $408,886,141 $600,656,362 $540,475,695 ============ ============ ============ ============ Undistributed net investment income included in net assets: End of year .................................. $ 365,951 $ 142,501 $ 456,117 $ 86,948 ============ ============ ============ ============ The accompanying notes are an integral part of these financial statements. Annual Report | 239 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, ----------------------------- --------------------------- 2010 2009 2010 2009 -------------- ------------ ------------ ------------ Increase (decrease) in net assets: Operations: Net investment income ........................ $ 49,955,383 $ 32,673,362 $ 6,191,810 $ 2,653,224 Net realized gain (loss) from investments .... (224,628) (5,898,016) (2,816) 1,360 Net change in unrealized appreciation (depreciation) on investments ............. 71,629,053 853,246 6,454,025 2,228,049 -------------- ------------ ------------ ------------ Net increase (decrease) in net assets resulting from operations ........... 121,359,808 27,628,592 12,643,019 4,882,633 -------------- ------------ ------------ ------------ Distributions to shareholders from: Net investment income: Class A ................................... (42,673,788) (30,459,619) (6,244,991) (2,560,784) Class C ................................... (5,379,158) (1,859,248) -- -- Advisor Class ............................. (2,705,120) (15,691) -- -- -------------- ------------ ------------ ------------ Total distributions to shareholders ............. (50,758,066) (32,334,558) (6,244,991) (2,560,784) -------------- ------------ ------------ ------------ Capital share transactions: (Note 2) Class A ................................... 459,010,683 178,559,999 189,236,973 138,650,302 Class C ................................... 157,438,425 56,328,454 -- -- Advisor Class ............................. 135,167,541 5,798,352 -- -- -------------- ------------ ------------ ------------ Total capital share transactions ................ 751,616,649 240,686,805 189,236,973 138,650,302 -------------- ------------ ------------ ------------ Redemption fees ................................. -- 4,722 -- 195 -------------- ------------ ------------ ------------ Net increase (decrease) in net assets .. 822,218,391 235,985,561 195,635,001 140,972,346 Net assets: Beginning of year ............................... 970,581,172 734,595,611 184,886,617 43,914,271 -------------- ------------ ------------ ------------ End of year ..................................... $1,792,799,563 $970,581,172 $380,521,618 $184,886,617 ============== ============ ============ ============ Undistributed net investment income (distributions in excess of net investment income) included in net assets: End of year .................................. $ (853,001) $ (48,901) $ 98,615 $ 142,853 ============== ============ ============ ============ The accompanying notes are an integral part of these financial statements. 240 | Annual Report 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, ------------------------------- ------------------------------- 2010 2009 2010 2009 -------------- -------------- -------------- -------------- Increase (decrease) in net assets: Operations: Net investment income ........................ $ 348,461,694 $ 320,836,575 $ 63,081,023 $ 59,183,522 Net realized gain (loss) from investments .................................. (8,206,383) (60,042,484) 1,286,652 (1,555,323) Net change in unrealized appreciation (depreciation) on investments ............. 818,536,691 (704,879,658) 82,802,325 (27,966,668) -------------- -------------- -------------- -------------- Net increase (decrease) in net assets resulting from operations ........... 1,158,792,002 (444,085,567) 147,170,000 29,661,531 -------------- -------------- -------------- -------------- Distributions to shareholders from: Net investment income: Class A ................................... (284,270,838) (265,600,315) (50,323,389) (48,093,024) Class B ................................... (4,239,652) (5,867,253) (1,587,698) (2,065,841) Class C ................................... (42,845,055) (36,047,885) (9,266,851) (7,248,870) Advisor Class ............................. (22,975,371) (9,414,085) (341,300) (26,899) -------------- -------------- -------------- -------------- Total distributions to shareholders ............. (354,330,916) (316,929,538) (61,519,238) (57,434,634) -------------- -------------- -------------- -------------- Capital share transactions: (Note 2) Class A ................................... 586,676,631 96,370,949 61,986,632 41,516,354 Class B ................................... (29,593,015) (38,213,935) (15,049,955) (12,231,096) Class C ................................... 232,848,212 62,822,395 70,973,653 45,319,925 Advisor Class ............................. 398,897,599 51,724,633 12,578,775 833,205 -------------- -------------- -------------- -------------- Total capital share transactions ................ 1,188,829,427 172,704,042 130,489,105 75,438,388 -------------- -------------- -------------- -------------- Redemption fees ................................. -- 6,664 -- 2,210 -------------- -------------- -------------- -------------- Net increase (decrease) in net assets .. 1,993,290,513 (588,304,399) 216,139,867 47,667,495 Net assets: Beginning of year ............................... 5,177,320,827 5,765,625,226 1,356,185,964 1,308,518,469 -------------- -------------- -------------- -------------- End of year ..................................... $7,170,611,340 $5,177,320,827 $1,572,325,831 $1,356,185,964 ============== ============== ============== ============== Undistributed net investment income included in net assets: End of year .................................. $ 7,890,940 $ 14,467,950 $ $2,328,171 $ 956,429 ============== ============== ============== ============== The accompanying notes are an integral part of these financial statements. Annual Report | 241 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, ----------------------------- ----------------------------- 2010 2009 2010 2009 -------------- ------------ -------------- ------------ Increase (decrease) in net assets: Operations: Net investment income ........................ $ 43,249,698 $ 38,025,397 $ 48,305,870 $ 42,748,482 Net realized gain (loss) from investments .... 409,254 2,267,270 (3,602,648) (192,563) Net change in unrealized appreciation (depreciation) on investments ............. 57,465,171 (10,042,779) 70,449,288 (21,524,495) -------------- ------------ -------------- ------------ Net increase (decrease) in net assets resulting from operations ........... 101,124,123 30,249,888 115,152,510 21,031,424 -------------- ------------ -------------- ------------ Distributions to shareholders from: Net investment income: Class A ................................... (37,077,945) (32,925,838) (40,280,732) (35,456,429) Class B ................................... -- -- (1,038,347) (1,313,880) Class C ................................... (5,730,892) (4,109,955) (6,616,521) (4,778,492) Advisor Class ............................. (129,067) -- (139,679) -- -------------- ------------ -------------- ------------ Total distributions to shareholders ............. (42,937,904) (37,035,793) (48,075,279) (41,548,801) -------------- ------------ -------------- ------------ Capital share transactions: (Note 2) Class A ................................... 117,909,588 73,767,265 141,610,847 66,846,896 Class B ................................... -- -- (9,927,119) (6,521,436) Class C ................................... 63,727,864 27,262,962 71,652,632 31,286,715 Advisor Class ............................. 6,227,144 -- 6,657,402 -- -------------- ------------ -------------- ------------ Total capital share transactions ................ 187,864,596 101,030,227 209,993,762 91,612,175 -------------- ------------ -------------- ------------ Redemption fees ................................. -- 1,026 -- 501 -------------- ------------ -------------- ------------ Net increase (decrease) in net assets .. 246,050,815 94,245,348 277,070,993 71,095,299 Net assets: Beginning of year ............................... 910,693,510 816,448,162 985,884,233 914,788,934 -------------- ------------ -------------- ------------ End of year ..................................... $1,156,744,325 $910,693,510 $1,262,955,226 $985,884,233 ============== ============ ============== ============ Undistributed net investment income included in net assets: End of year .................................. $ 2,521,506 $ 2,209,538 $ 766,851 $ 616,324 ============== ============ ============== ============ The accompanying notes are an integral part of these financial statements. 242 | 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, 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 15, 2009, the Franklin Colorado Tax-Free Income Fund, the Franklin Connecticut Tax-Free Income Fund, the Franklin Double Tax-Free Income Fund, the Franklin Oregon Tax-Free Income Fund, and the Franklin Pennsylvania 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 A, CLASS C & ADVISOR CLASS - ------- ------------------------------------------------------- Franklin Federal Limited-Term 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 Oregon 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 Franklin Pennsylvania 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 Funds 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 Funds' 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 Funds have 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 Annual Report | 243 Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) A. SECURITY VALUATION (CONTINUED) 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 Funds' 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, 2010, 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. 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. 244 | Annual Report 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. Annual Report | 245 Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 2. SHARES OF BENEFICIAL INTEREST At February 28, 2010, 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, 2010 Shares sold .................... 12,693,078 $ 134,207,912 10,274,097 $116,715,622 Shares issued in reinvestment of distributions ............... 2,507,684 26,545,956 1,347,355 15,361,480 Shares redeemed ................ (14,493,804) (153,748,975) (6,231,805) (70,671,013) ----------- ------------- ---------- ------------ Net increase (decrease) ........ 706,958 $ 7,004,893 5,389,647 $ 61,406,089 =========== ============= ========== ============ 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 =========== ============= ========== ============ CLASS B SHARES: Year ended February 28, 2010 Shares sold .................... 12,821 $ 136,815 Shares issued in reinvestment of distributions ............... 27,591 292,764 Shares redeemed ................ (620,272) (6,589,846) ----------- ------------- Net increase (decrease) ........ (579,860) $ (6,160,267) =========== ============= 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) =========== ============= CLASS C SHARES: Year ended February 28, 2010 Shares sold .................... 3,490,469 $ 37,323,922 4,522,462 $ 52,013,630 Shares issued in reinvestment of distributions ............... 242,579 2,602,178 237,644 2,737,499 Shares redeemed ................ (1,332,759) (14,296,234) (1,038,198) (11,945,780) ----------- ------------- ---------- ------------ Net increase (decrease) ........ 2,400,289 $ 25,629,866 3,721,908 $ 42,805,349 =========== ============= ========== ============ 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 =========== ============= ========== ============ 246 | Annual Report Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 2. SHARES OF BENEFICIAL INTEREST (CONTINUED) FRANKLIN ARIZONA FRANKLIN COLORADO TAX-FREE INCOME FUND TAX-FREE INCOME FUND -------------------- ----------------------- SHARES AMOUNT SHARES AMOUNT ------- ---------- --------- ----------- ADVISOR CLASS SHARES: Year ended February 28, 2010(a) Shares sold .................... 465,317 $4,904,066 1,106,041 $12,505,231 Shares issued in reinvestment of distributions ............... 1,341 14,414 70 812 Shares redeemed ................ (47,542) (509,825) (156,322) (1,791,297) ------- ---------- --------- ----------- Net increase (decrease) ........ 419,116 $4,408,655 949,789 $10,714,746 ======= ========== ========= =========== Period ended February 28, 2009(b) Shares sold .................... 470 $ 5,000 ======= ========== (a) For the period July 15, 2009 (effective date) to February 28, 2010, for the Franklin Colorado Tax-Free Income Fund. (b) For the period July 1, 2008 (effective date) to February 28, 2009. FRANKLIN CONNECTICUT FRANKLIN DOUBLE TAX-FREE INCOME FUND TAX-FREE INCOME FUND -------------------------- -------------------------- SHARES AMOUNT SHARES AMOUNT ---------- ------------- ---------- ------------- CLASS A SHARES: Year ended February 28, 2010 Shares sold .................... 8,457,084 $ 90,194,787 7,991,759 $ 88,642,025 Shares issued in reinvestment of distributions ............... 886,050 9,438,927 1,450,733 16,078,372 Shares redeemed ................ (5,343,140) (56,842,844) (9,916,957) (108,055,969) ---------- ------------- ---------- ------------- Net increase (decrease) ........ 3,999,994 $ 42,790,870 (474,465) $ (3,335,572) ========== ============= ========== ============= 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 ========== ============= ========== ============= CLASS C SHARES: Year ended February 28, 2010 Shares sold .................... 2,666,498 $ 28,518,935 1,989,310 $ 22,220,698 Shares issued in reinvestment of distributions ............... 185,796 1,991,695 199,621 2,222,422 Shares redeemed ................ (1,147,228) (12,261,357) (1,255,900) (13,772,971) ---------- ------------- ---------- ------------- Net increase (decrease) ........ 1,705,066 $ 18,249,273 933,031 $ 10,670,149 ========== ============= ========== ============= 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 ========== ============= ========== ============= Annual Report | 247 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 --------- ----------- ------- ---------- ADVISOR CLASS SHARES: Period ended February 28, 2010(a) Shares sold .................... 1,317,481 $14,155,332 236,421 $2,611,223 Shares issued in reinvestment of distributions ............... 147 1,595 47 534 Shares redeemed ................ (303,088) (3,284,855) (17,129) (195,282) --------- ----------- ------- ---------- Net increase (decrease) ........ 1,014,540 $10,872,072 219,339 $2,416,475 ========= =========== ======= ========== (a) For the period July 15, 2009 (effective date) to February 28, 2010. 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, 2010 Shares sold .................... 66,347,269 $ 748,892,309 29,888,601 $ 305,896,845 Shares issued in reinvestment of distributions ............... 2,684,864 30,420,972 442,091 4,525,163 Shares redeemed ................ (28,480,303) (320,302,598) (11,838,520) (121,185,035) ----------- ------------- ----------- ------------- Net increase (decrease) ........ 40,551,830 $ 459,010,683 18,492,172 $ 189,236,973 =========== ============= =========== ============= Year ended February 28, 2009 Shares sold .................... 46,595,106 $ 510,936,101 13,845,442 $ 138,586,300 Shares issued on reorganization (Note 8) .................... -- -- 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 =========== ============= =========== ============= CLASS C SHARES: Year ended February 28, 2010 Shares sold .................... 16,109,032 $ 182,788,883 Shares issued in reinvestment of distributions ............... 285,504 3,249,520 Shares redeemed ................ (2,520,193) (28,599,978) ----------- ------------- Net increase (decrease) ........ 13,874,343 $ 157,438,425 =========== ============= 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 =========== ============= 248 | 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 ---------- ------------ ADVISOR CLASS SHARES: Year ended February 28, 2010 Shares sold .................... 13,942,484 $158,042,416 Shares issued in reinvestment of distributions ............... 27,790 317,181 Shares redeemed ................ (2,019,454) (23,192,056) ---------- ------------ Net increase (decrease) ........ 11,950,820 $135,167,541 ========== ============ 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, 2010 Shares sold .................... 117,986,688 $ 1,119,081,032 20,715,015 $ 243,577,335 Shares issued in reinvestment of distributions ............ 18,699,057 177,627,591 2,843,942 33,483,508 Shares redeemed ................ (74,575,160) (710,031,992) (18,345,754) (215,074,211) ------------ --------------- ----------- ------------- Net increase (decrease) ........ 62,110,585 $ 586,676,631 5,213,203 $ 61,986,632 ============ =============== =========== ============= 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 ============ =============== =========== ============= CLASS B SHARES: Year ended February 28, 2010 Shares sold .................... 370,865 $ 3,508,356 27,392 $ 321,314 Shares issued in reinvestment of distributions ............ 269,663 2,563,555 97,157 1,148,484 Shares redeemed ................ (3,730,649) (35,664,926) (1,398,263) (16,519,753) ------------ --------------- ----------- ------------- Net increase (decrease) ........ (3,090,121) $ (29,593,015) (1,273,714) $ (15,049,955) ============ =============== =========== ============= 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) ============ =============== =========== ============= Annual Report | 249 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 --------------------------- ------------------------- SHARES AMOUNT SHARES AMOUNT ----------- ------------- ---------- ------------ CLASS C SHARES: Year ended February 28, 2010 Shares sold .................... 33,253,253 $ 320,639,435 8,406,224 $ 99,993,322 Shares issued in reinvestment of distributions ............ 2,892,508 27,866,718 540,339 6,429,957 Shares redeemed ................ (11,950,765) (115,657,941) (2,996,420) (35,449,626) ----------- ------------- ---------- ------------ Net increase (decrease) ........ 24,194,996 $ 232,848,212 5,950,143 $ 70,973,653 =========== ============= ========== ============ 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 =========== ============= ========== ============ ADVISOR CLASS SHARES: Year ended February 28, 2010 Shares sold .................... 59,264,698 $ 561,412,571 1,243,557 $ 14,507,876 Shares issued in reinvestment of distributions ............ 1,348,347 13,040,176 2,466 29,025 Shares redeemed ................ (18,016,271) (175,555,148) (164,268) (1,958,126) ----------- ------------- ---------- ------------ Net increase (decrease) ........ 42,596,774 $ 398,897,599 1,081,755 $ 12,578,775 =========== ============= ========== ============ Year ended February 28, 2009(a) 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 =========== ============= ========== ============ (a) For the period July 1, 2008 (effective date) to February 28, 2009, for the Franklin New Jersey Tax-Free Income Fund. FRANKLIN OREGON FRANKLIN PENNSYLVANIA TAX-FREE INCOME FUND TAX-FREE INCOME FUND --------------------------- --------------------------- SHARES AMOUNT SHARES AMOUNT ----------- ------------- ----------- ------------- CLASS A SHARES: Year ended February 28, 2010 Shares sold .................... 16,304,964 $ 189,113,883 21,756,734 $ 219,416,349 Shares issued in reinvestment of distributions ............... 2,338,185 27,187,860 2,570,792 25,885,964 Shares redeemed ................ (8,476,619) (98,392,155) (10,336,327) (103,691,466) ----------- ------------- ----------- ------------- Net increase (decrease) ........ 10,166,530 $ 117,909,588 13,991,199 $ 141,610,847 =========== ============= =========== ============= 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 =========== ============= =========== ============= 250 | 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 B SHARES: Year ended February 28, 2010 Shares sold .................... 15,147 $ 154,176 Shares issued in reinvestment of distributions ............... 66,366 668,594 Shares redeemed ................ (1,066,395) (10,749,889) ---------- ------------ Net increase (decrease) ........ (984,882) $ (9,927,119) ========== ============ 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) ========== ============ CLASS C SHARES: Year ended February 28, 2010 Shares sold .................... 6,565,810 $ 77,192,328 8,509,665 $ 86,482,377 Shares issued in reinvestment of distributions ............... 360,226 4,241,147 439,460 4,469,284 Shares redeemed ................ (1,509,031) (17,705,611) (1,902,094) (19,299,029) ---------- ------------ ---------- ------------ Net increase (decrease) ........ 5,417,005 $ 63,727,864 7,047,031 $ 71,652,632 ========== ============ ========== ============ 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 ========== ============ ========== ============ ADVISOR CLASS SHARES: Period ended February 28, 2010(a) Shares sold .................... 577,308 $ 6,667,530 760,831 $ 7,638,231 Shares issued in reinvestment of distributions ............... 435 5,145 323 3,303 Shares redeemed ................ (37,667) (445,531) (96,017) (984,132) ---------- ------------ ---------- ------------ Net increase (decrease) ........ 540,076 $ 6,227,144 665,137 $ 6,657,402 ========== ============ ========== ============ (a) For the period July 15, 2009 (effective date) to February 28, 2010. Annual Report | 251 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 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 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. 252 | Annual Report Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. TRANSACTIONS WITH AFFILIATES (CONTINUED) C. DISTRIBUTION FEES The Funds' 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 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' 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% 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% Annual Report | 253 Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. TRANSACTIONS WITH AFFILIATES (CONTINUED) 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 ........ $332,872 $307,132 $ 182,006 $223,777 Contingent deferred sales charges retained .... $ 26,751 $ 22,101 $ 22,223 $ 16,598 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 ........ $458,872 $136,419 $1,893,811 $454,002 Contingent deferred sales charges retained .... $117,907 $106,534 $ 252,861 $ 92,879 FRANKLIN FRANKLIN OREGON PENNSYLVANIA TAX-FREE TAX-FREE INCOME FUND INCOME FUND ------------- ------------ Sales charges retained net of commissions paid to unaffiliated broker/dealers ........ $571,733 $604,677 Contingent deferred sales charges retained .... $ 17,582 $ 40,588 E. TRANSFER AGENT FEES For the year ended February 28, 2010, 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 ........................... $182,890 $131,510 $ 97,117 $158,995 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 ........................... $349,130 $ 39,037 $1,726,151 $343,934 254 | Annual Report Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. TRANSACTIONS WITH AFFILIATES (CONTINUED) E. TRANSFER AGENT FEES (CONTINUED) FRANKLIN FRANKLIN OREGON PENNSYLVANIA TAX-FREE TAX-FREE INCOME FUND INCOME FUND ------------- ------------ Transfer agent fees ........................... $193,902 $316,541 F. WAIVER AND EXPENSE REIMBURSEMENTS For the Franklin Federal Limited-Term Tax-Free Income Fund, Advisers and FT Services have contractually agreed in advance to waive or limit their respective fees and to assume as their own expense certain expenses otherwise payable by the fund so that the common expenses (i.e. a combination of management fees, administrative fees, and other expenses, but excluding distribution 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 June 30, 2010. 4. INCOME TAXES For tax purposes, capital losses may be carried over to offset future capital gains, if any. At February 28, 2010, 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 $ -- $ -- 2012 ................................ 12,957,454 4,695,674 2,891,444 -- 2013 ................................ -- -- -- 200,921 2014 ................................ 2,638,564 -- -- 152,458 2015 ................................ 659,023 -- -- 134,018 2016 ................................ -- -- -- 503,897 2017 ................................ -- -- -- 944,001 2018 ................................ -- 2,700,288 -- 2,690,894 ----------- ---------- ---------- ---------- $16,255,041 $7,477,627 $2,891,444 $4,626,189 =========== ========== ========== ========== Annual Report | 255 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: 2011 ................................ $ -- $ -- $131,377,453 $ -- 2012 ................................ 2,156,839 -- 50,621,589 680,793 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 2018 ................................ 223,211 567 53,451,410 -- ----------- ---------- ------------ ---------- $10,680,236 $ 677,411 $356,863,581 $1,578,810 =========== ========== ============ ========== FRANKLIN FRANKLIN OREGON PENNSYLVANIA TAX-FREE TAX-FREE INCOME FUND INCOME FUND ------------- ------------ Capital loss carryforwards expiring in: 2012 ................................ $ 2,266,828 $ -- 2013 ................................ -- 876,215 2016 ................................ 972,134 -- 2018 ................................ -- 3,499,532 ----------- ---------- $ 3,238,962 $4,375,747 =========== ========== During the year ended February 28, 2010, the funds utilized capital loss carryforwards as follows: FRANKLIN FRANKLIN FRANKLIN FRANKLIN ARIZONA CONNECTICUT NEW JERSEY OREGON TAX-FREE TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND INCOME FUND - ----------- ----------- ----------- ----------- $476,382 $196,473 $537,024 $550,696 On February 28, 2010, the following funds had expired capital loss carryforwards, which were reclassified to paid-in capital. FRANKLIN FEDERAL FRANKLIN FRANKLIN INTERMEDIATE- HIGH YIELD PENNSYLVANIA TERM TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND - ---------------- ----------- ------------ $614,893 $63,519,381 $4,700,564 256 | 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, 2010, deferred losses were as follows: FRANKLIN FRANKLIN FRANKLIN FRANKLIN FRANKLIN COLORADO DOUBLE FEDERAL LIMITED- HIGH YIELD OREGON TAX-FREE TAX-FREE TERM TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND INCOME FUND INCOME FUND - ----------- ----------- ---------------- ----------- ----------- $105,642 $1,159,804 $1,431 $460,403 $338,209 The tax character of distributions paid during the years ended February 28, 2010 and 2009, was as follows: FRANKLIN ARIZONA FRANKLIN COLORADO TAX-FREE INCOME FUND TAX-FREE INCOME FUND --------------------------- ------------------------- 2010 2009 2010 2009 ------------ ------------ ----------- ----------- Distributions paid from - tax exempt income .......... $ 48,739,632 $ 46,198,936 $27,543,841 $24,130,313 ============ ============ =========== =========== FRANKLIN CONNECTICUT FRANKLIN DOUBLE TAX-FREE INCOME FUND TAX-FREE INCOME FUND --------------------------- ------------------------- 2010 2009 2010 2009 ------------ ------------ ----------- ----------- Distributions paid from - tax exempt income .......... $ 18,927,678 $ 17,059,197 $24,921,273 $24,740,196 ============ ============ =========== =========== FRANKLIN FEDERAL FRANKLIN FEDERAL INTERMEDIATE-TERM LIMITED-TERM TAX-FREE INCOME FUND TAX-FREE INCOME FUND --------------------------- ------------------------- 2010 2009 2010 2009 ------------ ------------ ----------- ----------- Distributions paid from - tax exempt income .......... $ 50,758,066 $ 32,334,558 $ 6,244,991 $ 2,560,784 ============ ============ =========== =========== FRANKLIN HIGH YIELD FRANKLIN NEW JERSEY TAX-FREE INCOME FUND TAX-FREE INCOME FUND --------------------------- ------------------------- 2010 2009 2010 2009 ------------ ------------ ----------- ----------- Distributions paid from - tax exempt income .......... $354,330,916 $316,929,538 $61,519,238 $57,434,634 ============ ============ =========== =========== FRANKLIN OREGON FRANKLIN PENNSYLVANIA TAX-FREE INCOME FUND TAX-FREE INCOME FUND --------------------------- ------------------------- 2010 2009 2010 2009 ------------ ------------ ----------- ----------- Distributions paid from - tax exempt income .......... $ 42,937,904 $ 37,035,793 $48,075,279 $41,548,801 ============ ============ =========== =========== Annual Report | 257 Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 4. INCOME TAXES (CONTINUED) At February 28, 2010, the cost of investments, net unrealized appreciation (depreciation), 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 ............................. $1,082,876,150 $ 671,956,598 $ 498,133,916 ============== ============== ============== Unrealized appreciation ......................... $ 42,829,124 $ 26,837,378 $ 13,431,491 Unrealized depreciation ......................... (30,577,014) (13,484,268) (5,884,733) -------------- -------------- -------------- Net unrealized appreciation (depreciation) ...... $ 12,252,110 $ 13,353,110 $ 7,546,758 ============== ============== ============== Distributable earnings - undistributed tax exempt income ................................ $ 887,977 $ 310,050 $ 598,047 ============== ============== ============== 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 ............................. $ 587,029,482 $1,738,180,057 $ 377,146,026 ============== ============== ============== Unrealized appreciation ......................... $ 18,213,079 $ 70,008,354 $ 8,677,820 Unrealized depreciation ......................... (17,002,172) (5,937,478) (199,302) -------------- -------------- -------------- Net unrealized appreciation (depreciation) ...... $ 1,210,907 $ 64,070,876 $ 8,478,518 ============== ============== ============== Undistributed tax exempt income ................. $ 962,960 $ 417,986 $ 233,121 Undistributed ordinary income ................... -- -- 29,807 -------------- -------------- -------------- Distributable earnings .......................... $ 962,960 $ 417,986 $ 262,928 ============== ============== ============== FRANKLIN FRANKLIN FRANKLIN HIGH YIELD NEW JERSEY OREGON TAX-FREE TAX-FREE TAX-FREE INCOME FUND INCOME FUND INCOME FUND -------------- -------------- -------------- Cost of investments ............................. $7,135,932,607 $1,515,801,422 $1,110,835,691 ============== ============== ============== Unrealized appreciation ......................... $ 354,342,142 $ 63,408,163 $ 49,909,945 Unrealized depreciation ......................... (366,780,601) (25,029,886) (9,665,400) -------------- -------------- -------------- Net unrealized appreciation (depreciation) ...... $ (12,438,459) $ 38,378,277 $ 40,244,545 ============== ============== ============== Undistributed tax exempt income ................. $ 5,724,376 $ 2,884,702 $ 2,965,286 Undistributed ordinary income ................... 337,080 -- -- -------------- -------------- -------------- Distributable earnings .......................... $ 6,061,456 $ 2,884,702 $ 2,965,286 ============== ============== ============== 258 | Annual Report Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 4. INCOME TAXES (CONTINUED) FRANKLIN PENNSYLVANIA TAX-FREE INCOME FUND -------------- Cost of investments ............................. $1,217,105,995 ============== Unrealized appreciation ......................... $ 48,036,742 Unrealized depreciation ......................... (14,926,550) -------------- Net unrealized appreciation (depreciation) ...... $ 33,110,192 ============== Distributable earnings - undistributed tax exempt income ....................................... $ 1,758,149 ============== Net investment income differs for financial statement and tax purposes primarily due to differing treatments of defaulted securities, bond discounts and non-deductible expenses. Net realized gains (losses) differ for financial statement and tax purposes primarily due to differing treatments of wash sales and bond discounts. 5. INVESTMENT TRANSACTIONS Purchases and sales of investments (excluding short term securities) for the year ended February 28, 2010, 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 ................... $117,259,465 $164,892,462 $ 90,555,770 $110,940,683 Sales ....................... $ 89,050,418 $ 59,460,345 $ 16,365,740 $100,791,436 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 ................... $796,810,641 $157,806,764 $1,443,492,198 $283,235,100 Sales ....................... $ 47,822,710 $ 31,730,000 $ 511,720,155 $143,144,749 FRANKLIN FRANKLIN OREGON PENNSYLVANIA TAX-FREE TAX-FREE INCOME FUND INCOME FUND ------------- ------------ Purchases ................... $293,724,572 $336,744,364 Sales ....................... $ 97,560,421 $141,146,903 Annual Report | 259 Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 6. CREDIT RISK AND DEFAULTED SECURITIES At February 28, 2010, the Franklin High Yield Tax-Free Income Fund had 27.0% 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 a defaulted security and/or other securities for which the income has been deemed uncollectible. At February 28, 2010, the aggregate value of this security was $1,758,768, representing 0.02% 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 security has been identified on the accompanying Statement of Investments. 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. REORGANIZATION 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 reorganization 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 reorganization were $151,234,644. 260 | Annual Report Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 9. CREDIT FACILITY The Funds, together with other U.S. registered and foreign investment funds (collectively "Borrowers"), managed by Franklin Templeton Investments, are borrowers in a 364-day joint syndicated senior unsecured credit facility totaling $750 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. On January 22, 2010, the Funds renewed the Global Credit Facility for a total of $750 million, maturing January 21, 2011. Under the terms of the Global Credit Facility, the Funds shall, in addition to interest charged on any borrowings made by the Funds and other costs incurred by the Funds, pay their share of fees and expenses incurred in connection with the implementation and maintenance of the Global Credit Facility, based upon their relative share of the aggregate net assets of all of the Borrowers, including an annual commitment fee of 0.10% based upon the unused portion of the Global Credit Facility, which is reflected in other expenses on the Statements of Operations. During the year ended February 28, 2010, the Funds did not utilize the Global Credit Facility. 10. FAIR VALUE MEASUREMENTS The Funds follow a fair value hierarchy that distinguishes between market data obtained from independent sources (observable inputs) and the Funds' own market assumptions (unobservable inputs). These inputs are used in determining the value of the Funds' 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 Funds' 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, 2010, all of the Funds' investments in securities carried at fair value were in Level 2 inputs. Annual Report | 261 Franklin Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 11. NEW ACCOUNTING PRONOUNCEMENTS In January 2010, the Financial Accounting Standards Board issued Accounting Standards Update No. 2010-6, FAIR VALUE MEASUREMENTS AND DISCLOSURES (TOPIC 820): IMPROVING DISCLOSURES ABOUT FAIR VALUE MEASUREMENTS, which enhances and clarifies existing fair value measurement disclosure requirements and is effective for interim and annual periods beginning after December 15, 2009. The Funds are currently evaluating the impact, if any, of applying this provision. 12. SUBSEQUENT EVENTS The Funds have evaluated subsequent events through the issuance of the financial statements and determined that no events have occurred that require disclosure. 262 | Annual Report 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. ACES - Adjustable Convertible Exempt Security 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 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 FICO - Financing Corp. FNMA - Federal National Mortgage Association FSA - Financial Security Assurance Inc. GARB - 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 IDBR - Industrial Development Board Revenue IDR - Industrial Development Revenue ISD - Independent School District MAC - Municipal Assistance 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 NATL - National Public Financial Guarantee Corp. 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 RAN - Revenue Anticipation Note 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 Annual Report | 263 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, 2010, 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, 2010 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP San Francisco, California April 16, 2010 264 | 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, 2010. A portion of the Funds' exempt-interest dividends may be subject to the federal alternative minimum tax. In January 2011, shareholders will be notified of amounts for use in preparing their 2010 income tax returns. Annual Report | 265 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 133 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). SAM GINN (1937) Trustee Since 2007 110 ICO Global Communications One Franklin Parkway (Holdings) Limited (satellite San Mateo, CA 94403-1906 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 133 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). FRANK W.T. LAHAYE (1929) Trustee Since 1984 109 None One Franklin Parkway 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). 266 | 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 - ------------------------ ----------- ------------- ----------------------- ----------------------------------- J. MICHAEL LUTTIG (1954) Trustee Since 141 Boeing Capital Corporation One Franklin Parkway December 2009 (aircraft financing). San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Executive Vice President, General Counsel and member of Executive Council, The Boeing Company; and FORMERLY, Federal Appeals Court Judge, U.S. Court of Appeals for the Fourth Circuit (1991-2006). FRANK A. OLSON (1932) Trustee Since 2005 133 Hess Corporation (exploration and One Franklin Parkway refining of oil and gas). San Mateo, CA 94403-1906 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 141 Cbeyond (business communications One Franklin Parkway provider). 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 110 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 133 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 41 of the investment companies in Franklin Templeton Investments. Annual Report | 267 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 89 None One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director, President and Chief Executive Officer, Franklin Resources, 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 33 of the investment companies in Franklin Templeton Investments. SHEILA AMOROSO (1959) Vice Since 2000 Not Applicable Not Applicable One Franklin Parkway President 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. RAFAEL R. COSTAS, JR. (1965) Vice Since 2000 Not Applicable Not Applicable One Franklin Parkway President 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 2004 and 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 45 of the investment companies in Franklin Templeton Investments; and FORMERLY, Director of Compliance, Franklin Resources, Inc. (1994-2001). LAURA F. FERGERSON (1962) Chief Since 2009 Not Applicable Not Applicable One Franklin Parkway Executive San Mateo, CA 94403-1906 Officer - Finance and Administra- tion PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Vice President, Franklin Templeton Services, LLC; officer of 45 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). GASTON GARDEY (1967) Treasurer, Since 2009 Not Applicable Not Applicable One Franklin Parkway Chief San Mateo, CA 94403-1906 Financial Officer and Chief Accounting Officer PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director Fund Accounting, Franklin Templeton Investments; and officer of 27 of the investment companies in Franklin Templeton Investments. 268 | 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 - --------------------------- ----------- ------------- ----------------------- ----------------------------------- ALIYA S. GORDON (1973) Vice Since 2009 Not Applicable Not Applicable One Franklin Parkway President San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Associate General Counsel, Franklin Templeton Investments; officer of 45 of the investment companies in Franklin Templeton Investments; and FORMERLY, Litigation Associate Counsel at Steefel, Levitt & Weiss, LLP (2000-2004). DAVID P. GOSS (1947) Vice Since 2000 Not Applicable Not Applicable One Franklin Parkway President 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 may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 45 of the investment companies in Franklin Templeton Investments. STEVEN J. GRAY(1955) Vice Since August Not Applicable Not Applicable One Franklin Parkway President 2009 San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Associate General Counsel, Franklin Templeton Investments; Vice President, Franklin Templeton Distributors, Inc.; and officer of 45 of the investment companies in Franklin Templeton Investments. RUPERT H. JOHNSON, JR.(1940) President President Not Applicable Not Applicable One Franklin Parkway and Chief since 1993 San Mateo, CA 94403-1906 Executive and Chief Officer - Executive Investment Officer - Management Investment 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 43 of the investment companies in Franklin Templeton Investments. ROBERT C. ROSSELOT (1960) Vice Since Not Applicable Not Applicable 500 East Broward Blvd. President August 2009 Suite 2100 Fort Lauderdale, FL 33394-3091 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Associate General Counsel, Franklin Templeton Investments; Assistant Secretary, Franklin Resources, Inc.; Vice President and Secretary, Templeton Investment Counsel, LLC; Vice President, Secretary and Trust Officer, Fiduciary Trust International of the South; and officer of 45 of the investment companies in Franklin Templeton Investments. KAREN L. SKIDMORE (1952) Vice Since 2006 Not Applicable Not Applicable One Franklin Parkway President San Mateo, CA 94403-1906 and Secretary PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Associate General Counsel, Franklin Templeton Investments; and officer of 45 of the investment companies in Franklin Templeton Investments. Annual Report | 269 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 Since 2005 Not Applicable Not Applicable One Franklin Parkway President 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 45 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 Since 2000 Not Applicable Not Applicable One Franklin Parkway President 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. 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. 270 | Annual Report Franklin Tax-Free Trust SHAREHOLDER INFORMATION BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT At a meeting held February 23, 2010, 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 to U.S. mutual funds and other accounts, 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. 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 | 271 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 management's conservative approach and diligent risk management procedures, including continuous monitoring of counterparty credit risk and attention given to derivatives and other complex instruments. The Board also took into account, among other things, management's efforts in establishing a 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 as evidenced by its subsidization of money market funds. The Board also noted management's efforts to minimize any negative impact on the nature and quality of services provided the Funds arising from Franklin Templeton Investments' implementation of a hiring freeze and employee reductions in response to market conditions during the latter part of 2008 and early 2009. 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 reports prepared for each individual Fund showed its investment performance or that 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, 2009, and for additional periods ended that date up to 10 years depending on when a particular Fund commenced operations. Investment 272 | Annual Report Franklin Tax-Free Trust SHAREHOLDER INFORMATION (CONTINUED) BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) 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 in the upper half of its Lipper performance universe during 2009, with most being in the highest or second-highest quintile of such universe during such year and for the previous three-, five- and 10-year periods as well. The Lipper reports showed the total return for many of such Funds was below the median of their performance universe during 2009, but that the total return of all such Funds was good on a long-term basis with each having total returns above the median of its respective performance universe during the previous five- and 10-year periods on an annualized basis. Management explained that the one-year relative total return performance of the Funds reflected management's conservative strategy of not utilizing leverage or derivatives or using high yield debt in investment-grade funds, which types of instruments had performed well in the 2009 market recovery. The Board expressed satisfaction with such performance, noting management's explanation and the fact 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 six years of its operations and showed both its income return and total return to be below the median of its performance universe for 2009 and for the previous three- and five-year annualized periods. 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 income and total return during 2008, a year of market volatility and turmoil, each exceeded the median return 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 information taken from each fund's most recent annual report, which reflects historical asset levels that may be quite different from those currently existing, particularly in a period of market volatility. While recognizing such inherent limitation and the fact that expense ratios generally increase as assets decline and decrease as assets grow, the Board believed the independent analysis conducted by Lipper to be 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 its respective Lipper expense group, with the exception of Franklin Federal Limited-Term Tax-Free Income Fund whose actual Annual Report | 273 Franklin Tax-Free Trust SHAREHOLDER INFORMATION (CONTINUED) BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) management fees were below its expense group median as a result of fee waivers. The Lipper reports further showed that the actual total expense rates for all Funds were below the median 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, 2009, being the most recent fiscal year-end for Franklin Resources, Inc., the Manager's parent. 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 review the reasonableness of the allocation methodologies solely for use by the Funds' Board 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, 274 | Annual Report Franklin Tax-Free Trust SHAREHOLDER INFORMATION (CONTINUED) BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) 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 Fund's 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 0.70% on the first $100 million of assets; 0.65% on the next $150 million of assets; 0.625% on the next $250 million of assets; and 0.60% on assets in excess of $500 million. The assets of such Fund at December 31, 2009, amounted to $334 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; 0.50% 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 provides 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 | 275 This page intentionally left blank. Franklin Templeton Funds LITERATURE REQUEST. TO RECEIVE A 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. 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 Quest Fund(2) Mutual Recovery Fund(3) Mutual Shares Fund BLEND Franklin Focused Core Equity Fund Franklin Large Cap Equity Fund Franklin Rising Dividends Fund GROWTH Franklin DynaTech Fund Franklin Flex Cap Growth Fund Franklin Growth Fund Franklin Growth Opportunities Fund Franklin Small Cap Growth Fund Franklin Small-Mid Cap Growth Fund SECTOR Franklin Biotechnology Discovery Fund Franklin Global Real Estate Fund Franklin Gold & Precious Metals Fund Franklin Natural Resources Fund Franklin Real Estate Securities Fund Franklin Utilities Fund Mutual Financial Services Fund GLOBAL Mutual Global Discovery Fund(4) Templeton Global Long-Short Fund(5) 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 Mutual International 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(6) Franklin Floating Rate Daily Access Fund Franklin High Income Fund Franklin Limited Maturity U.S. Government Securities Fund(6) 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(6) Templeton Global Bond Fund Templeton Global Total Return Fund Templeton International Bond Fund TAX-FREE INCOME(7) NATIONAL Double Tax-Free Income Fund Federal Tax-Free Income Fund High Yield Tax-Free Income Fund Insured Tax-Free Income Fund(8) LIMITED-/INTERMEDIATE-TERM 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(9) Colorado Connecticut Florida Georgia Kentucky Louisiana Maryland Massachusetts(10) Michigan(10) Minnesota(10) Missouri New Jersey New York(9) North Carolina Ohio(10) Oregon Pennsylvania Tennessee Virginia INSURANCE FUNDS Franklin Templeton Variable Insurance Products Trust(11) (1.) The fund is closed to new investors. Existing shareholders and select retirement plans can continue adding to their accounts. (2.) Effective 5/1/09, Mutual Qualified Fund changed its name to Mutual Quest Fund. The fund's investment goal and strategy remained unchanged. (3.) 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. (4.) Effective 5/1/09, Mutual Discovery Fund changed its name to Mutual Global Discovery Fund. The fund's investment goal and strategy remained unchanged. (5.) Effective 12/18/09, this fund is closed to new investors, pending a proposal to merge the fund into Templeton World Fund. Existing shareholders may continue to make additional investments until shortly before the completion of the transaction, expected in April 2010. (6.) An investment in the fund is neither insured nor guaranteed by the U.S. government or by any other entity or institution. (7.) For investors subject to the alternative minimum tax, a small portion of fund dividends may be taxable. Distributions of capital gains are generally taxable. (8.) The fund invests primarily in insured municipal securities. (9.) These funds are available in three or more variations, including long-term portfolios, intermediate-term portfolios, portfolios of insured securities, a high-yield portfolio (CA only) and a money market portfolio (CA only). (10.) The Board of Trustees approved the elimination of the non-fundamental policy requiring the fund to invest at least 80% of net assets in insured municipal securities and the removal of the word "Insured" from the fund name. The changes became effective 2/15/09. (11.) The funds of the Franklin Templeton Variable Insurance Products Trust are generally available only through insurance company variable contracts. 02/10 Not part of the annual report (FRANKLIN TEMPLETON INVESTMENTS(R) LOGO) One Franklin Parkway San Mateo, CA 94403-1906 SIGN UP FOR ELECTRONIC DELIVERY on franklintempleton.com 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 summary prospectus and/or prospectus. Investors should carefully consider a fund's investment goals, risks, charges and expenses before investing. A prospectus contains this and other information; please read it carefully before investing. To 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 A 04/10 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 ACCOUNT 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 $808,233 for the fiscal year ended February 28, 2010 and $702,517 for the fiscal year ended February 28, 2009. (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 $2,762 for the fiscal year ended February 28, 2010 and $4,000 for the fiscal year ended February 28, 2009. 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 $0 for the fiscal year ended February 28, 2010 and $18,159 for the fiscal year ended February 28, 2009. 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 $0 for the fiscal year ended February 28, 2010 and $265,918 for the fiscal year ended February 28, 2009. 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 $2,762 for the fiscal year ended February 28, 2010 and $288,077 for the fiscal year ended February 28, 2009. (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, 2010 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, 2010 By/S/GASTON GARDEY ---------------- Gaston Gardey Chief Financial Officer and Chief Accounting Officer Date April 27, 2010