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 811-04356 --------- FRANKLIN CALIFORNIA 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: 6/30 ---- Date of reporting period: 6/30/08 ------- ITEM 1. REPORTS TO STOCKHOLDERS. (GRAPHIC) JUNE 30, 2008 Franklin California Insured Tax-Free Income Fund Franklin California Intermediate-Term Tax-Free Income Fund Franklin California Limited-Term Tax-Free Income Fund Franklin California Tax-Exempt Money Fund ANNUAL REPORT AND SHAREHOLDER LETTER TAX-FREE INCOME FRANKLIN CALIFORNIA TAX-FREE TRUST WANT TO RECEIVE THIS DOCUMENT FASTER VIA EMAIL? Eligible shareholders can sign up for eDelivery at franklintempleton.com. See inside for details. (FRANKLIN TEMPLETON INVESTMENTS(R) LOGO) FRANKLIN - Templeton - Mutual Series Annual Report State Update and Municipal Bond Market Overview Following a few years of increasing surpluses and high revenues, California's economy slowed in fiscal year 2007 in part due to the national housing downturn. The combined effects of the subprime mortgage and credit crises eroded the state's record-high real estate values and cut home sales and construction levels to their lowest points in decades. These conditions caused financial services, construction, and retail trade employment levels to drop, but employment in the government, education and health services, and leisure and hospitality sectors increased. These gains were offset by a slight, albeit steady, increase in the unemployment rate. In June 2008, California's 6.9% unemployment rate was higher than the 5.5% national average.(1) Per capita income remained stable at 108% of the national level, and per capita effective buying income was 102%.(2) Despite a $4.6 billion revenue decline, California ended fiscal year 2007 with adequate budget stabilization and general fund basis reserves at about 4.8% of expenditures.(2) In fiscal year 2008, however, the state faced budgetary strains resulting from the housing slowdown. The downturn in real estate caused a larger-than-expected decline in personal income and sales tax revenues. California had to sell $3.3 billion of sales tax-backed deficit funding bonds to finance fiscal year 2008 operations.(2) Education- and corrections-related costs also pressured the budget. In January 2008, the legislature made midyear budget cuts to address the revenue shortfall. For the 2008-2009 fiscal year, the budget gap was projected to be $17.2 billion.(3) In May 2008, the governor announced plans to borrow against future profits from the state lottery of up to $15 billion over three years to close the budget deficit.(3) According to independent credit rating agency Standard & Poor's (S&P), California's overall net tax-supported debt levels are growing. Debt per capita of $1,722 has almost doubled over the past five years, and could rise to a high, yet manageable, level if the state sells its remaining authorized, unissued general obligation and lease debt.(2) S&P issued the state an A+ rating and stable outlook, reflecting the state's large and diverse economy and moderate net tax-supported debt levels.(4) (1.) Source: Bureau of Labor Statistics. (2.) Source: Standard & Poor's, "California; General Obligation," RATINGSDIRECT, 6/13/08. (3.) Source: www.gov.ca.gov, Press Release, "Governor Schwarzenegger Proposes Responsible Budget with Creative Solutions in Face of Worse Deficit," 5/14/08. (4.) This does not indicate S&P's rating of the Fund. Annual Report | 7 The year ended June 30, 2008, proved challenging for the municipal bond market. A measured pullback in the municipal market was exacerbated during the reporting period, as all financial markets felt the impact of subprime loan defaults. Many major financial institutions tightened credit and reassessed the risk of their direct and indirect exposure to subprime loans. A lack of liquidity across most markets in August 2007 and February 2008 contributed to an increase in overall volatility and declining values in most asset classes. The municipal bond insurance industry, which includes seven companies that had AAA ratings -- MBIA, AMBAC, FSA, FGIC, XLCA, CIFG and Assured Guaranty -- faced particular difficulties. Rising levels of subprime mortgage defaults during the reporting period, combined with the bond insurers' exposure to subprime mortgages, prompted the three major independent credit rating agencies, S&P, Moody's Investors Service and Fitch Ratings, to undertake in-depth evaluations of the bond insurance companies in December 2007. As a result, the rating agencies downgraded several municipal bond insurers and lowered the outlook for some to negative. At period-end, only FSA and Assured Guaranty maintained AAA ratings by Moody's and S&P. Illiquidity plagued the financial markets as they felt the impact of the perceived weakness in the bond insurance industry. This was especially notable in the municipal bond market. In a marked shift amid recent volatility, high grade municipal yields were well in excess of Treasury yields, on a nominal basis, across the yield curve. Insured bonds generally underperformed during the 12 months under review as evidenced by the +3.23% return of the Lehman Brothers Municipal Bond Index compared with the +2.78% return of the Lehman Brothers Insured Municipal Bond Index.(5) During the fourth quarter of 2007, the market appeared to develop a three-tier perception of the bond insurance companies, which affected the traditional trading spreads of the "Big Four" insurers -- MBIA, AMBAC, FGIC and FSA. FSA and Assured Guaranty became more desirable than MBIA and AMBAC; MBIA and AMBAC were more desirable than FGIC, XLCA and CIFG. Historically, the market perceived MBIA, AMBAC, FSA and FGIC as having ample claims-paying ability and therefore required no extra yield for securities carrying their (5.) Source: (C) 2008 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 Lehman Brothers Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. All bonds included have a minimum credit rating of at least Baa3/BBB-. They must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be dated after 12/31/90, and must be at least one year from their maturity date. Remarketed issues, taxable municipal bonds, bonds with floating rates and derivatives are excluded from the index. The index has four main bond sectors: general obligation, revenue, insured and prerefunded. The Lehman Brothers Insured Municipal Bond Index is composed of all the insured bonds in the Lehman Brothers Municipal Bond Index with a maturity of at least one year and ratings of Aaa/AAA. 8 | Annual Report insurance. Assured Guaranty, XLCA and CIFG are newer entrants to the industry and were still developing their businesses, so the market generally required more yield from them. Investors should be aware that insurance companies insure municipal bonds that tend to be of very high quality. Many municipal bond issuers use insurance to appeal to a wider audience of potential buyers. The majority of issuers whose bonds are insured carry underlying (i.e., prior to insurance) ratings of A or better, and the historical average default rate for such bonds is less than 1%.(6) Ultimately, the underlying credit quality of state and local governments and their agencies supports the municipal market, and the underlying credit quality of an insured bond is not affected by an insurance company's credit quality. Bond insurers' problems pressured the short-term municipal market beginning in January 2008. Money market funds began to eliminate holdings of variable rate debt with credit providers they deemed to be at risk of downgrade. This caused dealers to boost yields substantially on some variable rate demand notes (VRDNs), hoping to entice buyers to hold them rather than put them back to the remarketing agents who were already struggling with too much inventory on their balance sheets. Within a few weeks, this lack of liquidity disrupted the auction rate securities (ARS) market as well. Inventory in the ARS market, primarily for those with insurance backing, increased dramatically. Auctions have recently failed due to dealers' liquidity constraints. It is important to note that this is a liquidity issue and a supply and demand imbalance, not a credit or default scenario. Over the 12-month reporting period, municipal bond market returns lagged those of the U.S. Treasury market as uncertainty regarding the impact of problems associated with subprime securities drove global investors to the relative safety of U.S. Treasuries. Furthermore, investors began to require additional compensation for taking on risk, leading to wider spreads for credit-driven securities. For the year ended June 30, 2008, the Lehman Brothers Municipal Bond Index had a +3.23% total return compared with the +10.33% return of the Lehman Brothers U.S. Treasury Index.(7) The recent environment contributed to dramatically steeper Treasury and municipal bond yield curves (spread between short- and longer-term yields). On June 30, 2008, two-year, 10-year and 30-year Treasury yields were 2.63%, (6.) Sources: Standard & Poor's, "U.S. Municipal Ratings Transitions and Defaults, 1986-2007," RATINGSDIRECT, 5/3/07; Moody's Investors Service, March 2007. (7.) Source: (C) 2008 Morningstar. See footnote 1 for a description of the Lehman Brothers Municipal Bond Index. The Lehman Brothers 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. Annual Report | 9 3.99%, and 4.53%, respectively. The yields on two-year, 10-year and 30-year Treasuries fell 224, 104 and 60 basis points (100 basis points equal one percentage point), respectively, over the period. Yields at the short end of the municipal AAA curve also declined over the period; however, yields increased at the long end of the curve. The insurers' problems weighed heavily on long maturity insured municipal bonds, causing a spike in yields. At period-end, the market for these bonds improved considerably; however, their yields still exceeded long-term Treasury yields, which is highly unusual. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS AND OPINIONS AS OF JUNE 30, 2008, THE END OF THE REPORTING PERIOD. 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. 10 | Annual Report Franklin California Insured Tax-Free Income Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin California Insured Tax-Free Income Fund seeks to provide as high a level of income exempt from federal and California personal income taxes as is consistent with prudent investment management and the preservation of capital by investing at least 80% of its net assets in insured municipal securities that pay interest free from such taxes. (1, 2) CREDIT QUALITY BREAKDOWN* Franklin California Insured Tax-Free Income Fund Based on Total Long-Term Investments as of 6/30/08** (PIE CHART) AAA 34.3% AA 50.0% A 10.5% BBB 1.6% Not Rated by S&P 3.6% * Standard & Poor's (S&P) is the primary independent rating agency; Moody's is the secondary rating agency. Securities not rated by an independent rating agency are assigned comparable internal ratings. Ratings for securities not rated by S&P are in the table below. ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa 1.0% -- AA or Aa 0.7% -- A 1.5% 0.4% ---- ---- Total 3.2% 0.4% ==== ==== This annual report for Franklin California Insured Tax-Free Income Fund covers the fiscal year ended June 30, 2008. (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. (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 42. Annual Report | 11 DIVIDEND DISTRIBUTIONS* Franklin California Insured Tax-Free Income Fund DIVIDEND PER SHARE ------------------------------------ MONTH CLASS A CLASS B CLASS C - ----- ---------- ---------- ---------- July 2007 4.50 cents 3.94 cents 3.92 cents August 2007 4.50 cents 3.94 cents 3.92 cents September 2007 4.50 cents 3.93 cents 3.92 cents October 2007 4.50 cents 3.93 cents 3.92 cents November 2007 4.50 cents 3.93 cents 3.92 cents December 2007 4.50 cents 3.93 cents 3.92 cents January 2008 4.50 cents 3.93 cents 3.92 cents February 2008 4.50 cents 3.93 cents 3.92 cents March 2008 4.41 cents 3.82 cents 3.82 cents April 2008 4.41 cents 3.82 cents 3.82 cents May 2008 4.41 cents 3.82 cents 3.82 cents June 2008 4.46 cents 3.91 cents 3.89 cents * Assumes shares were purchased and held for the entire accrual period, which differs from the calendar month. Since dividends accrue daily, your actual distributions will vary depending on the date you purchased your shares and any account activity. All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. 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 1-800/342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. The Fund's Class A share price, as measured by net asset value, decreased from $12.48 on June 30, 2007, to $12.19 on June 30, 2008. The Fund's Class A shares paid dividends totaling 53.63 cents per share for the same period.(3) The Performance Summary beginning on page 14 shows that at the end of this reporting period the Fund's Class A shares' distribution rate was 4.20%, based on an annualization of the current 4.46 cent per share dividend and the maximum offering price of $12.73 on June 30, 2008. An investor in the 2008 maximum combined effective federal and California personal income tax bracket of 41.05% would need to earn a distribution rate of 7.12% 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. The Fund was subject to bond calls during the period under review as many municipal bond issuers sought to take advantage of lower interest rates and exercised call options on their outstanding higher coupon bonds issued several years ago. In addition, the Fund had prerefunded bonds that reached their maturity or call dates. In general, we were limited to reinvesting these proceeds as well (3.) All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. 12 | Annual Report as those from cash inflows at current, lower interest rates, which tended to reduce the Fund's income and cause dividend distributions to decline slightly, as shown in the dividend distributions table. INVESTMENT STRATEGY We use a consistent, disciplined strategy to maximize income for our shareholders by seeking to maintain our exposure to higher coupon securities. We generally employ a buy-and-hold approach and invest in securities that we believe should provide the most relative value in the market. As we invest throughout different interest rate environments, the Fund's portfolio becomes well diversified with a broad range of securities. This broad diversification may help mitigate interest rate risk. We do not use leverage or exotic derivatives, nor do we use hedging techniques that could add volatility and contribute to underperformance in adverse markets. We generally stay fully invested to maximize income distribution. MANAGER'S DISCUSSION Consistent with our strategy, we sought to remain fully invested in bonds that maintain an average weighted maturity of 15 to 30 years with good call features. The combination of our value oriented philosophy of investing primarily for income and a relatively steep municipal yield curve compared to Treasuries favored the use of longer term bonds. We also maintained our conservative, buy-and-hold investment strategy as we attempted to provide shareholders with high, current, tax-free income. Thank you for your participation in Franklin California Insured Tax-Free Income Fund. We look forward to serving your future investment needs. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF JUNE 30, 2008, 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 California Insured Tax-Free Income Fund 6/30/08 % OF TOTAL LONG-TERM INVESTMENTS* ------------ Prerefunded 24.5% General Obligation 20.1% Transportation 12.0% Hospital & Health Care 11.5% Utilities 11.5% Subject to Government Appropriations 7.3% Tax-Supported 6.1% Higher Education 3.3% Other Revenue 3.2% Housing 0.5% * Does not include short-term investments and other net assets. Annual Report | 13 Performance Summary as of 6/30/08 FRANKLIN CALIFORNIA 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: FRCIX) CHANGE 6/30/08 6/30/07 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.29 $12.19 $12.48 DISTRIBUTIONS (7/1/07-6/30/08) Dividend Income $0.5363 CLASS B (SYMBOL: FRCBX) CHANGE 6/30/08 6/30/07 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.28 $12.26 $12.54 DISTRIBUTIONS (7/1/07-6/30/08) Dividend Income $0.4678 CLASS C (SYMBOL: FRCAX) CHANGE 6/30/08 6/30/07 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.28 $12.32 $12.60 DISTRIBUTIONS (7/1/07-6/30/08) Dividend Income $0.4666 14 | Annual Report Performance Summary (CONTINUED) PERFORMANCE CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURN INCLUDES 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. UNTIL AUGUST 31, 2008, THE FUND MAY CHARGE A 2% FEE ON REDEMPTIONS MADE WITHIN SEVEN DAYS OF PURCHASE. CLASS A 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------------------ Cumulative Total Return(1) +1.98% +18.09% +56.03% Average Annual Total Return(2) -2.33% +2.49% +4.10% Distribution Rate(3) 4.20% Taxable Equivalent Distribution Rate(4) 7.12% 30-Day Standardized Yield(5) 3.59% Taxable Equivalent Yield(4) 6.09% Total Annual Operating Expenses(6) 0.61% CLASS B 1-YEAR 5-YEAR INCEPTION (2/1/00) - ------- ------ ------ ------------------ Cumulative Total Return(1) +1.49% +15.01% +50.95% Average Annual Total Return(2) -2.42% +2.49% +5.02% Distribution Rate(3) 3.83% Taxable Equivalent Distribution Rate(4) 6.50% 30-Day Standardized Yield(5) 3.20% Taxable Equivalent Yield(4) 5.43% Total Annual Operating Expenses(6) 1.16% CLASS C 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------------------ Cumulative Total Return(1) +1.48% +14.98% +47.71% Average Annual Total Return(2) +0.50% +2.83% +3.98% Distribution Rate(3) 3.79% Taxable Equivalent Distribution Rate(4) 6.43% 30-Day Standardized Yield(5) 3.21% Taxable Equivalent Yield(4) 5.44% Total Annual Operating Expenses(6) 1.16% PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. FOR MOST RECENT MONTH-END PERFORMANCE, SEE "FUNDS AND PERFORMANCE" AT FRANKLINTEMPLETON.COM OR CALL 1-800/342-5236. Annual Report | 15 Performance Summary (CONTINUED) TOTAL RETURN INDEX COMPARISON FOR 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 6/30/08 - ------- ------- 1-Year -2.33% 5-Year +2.49% 10-Year +4.10% CLASS A (7/1/98-6/30/08) (PERFORMANCE GRAPH) FRANKLIN CALIFORNIA INSURED TAX-FREE LEHMAN BROTHERS DATE INCOME FUND - CLASS A MUNICIPAL BOND INDEX CPI - ---------- --------------------- -------------------- ------- 7/1/1998 9,578 $10,000 $10,000 7/31/1998 9,595 $10,025 $10,012 8/31/1998 9,729 $10,180 $10,025 9/30/1998 9,879 $10,307 $10,037 10/31/1998 9,889 $10,307 $10,061 11/30/1998 9,930 $10,343 $10,061 12/31/1998 9,937 $10,369 $10,055 1/31/1999 10,018 $10,492 $10,080 2/28/1999 10,012 $10,446 $10,092 3/31/1999 10,036 $10,461 $10,123 4/30/1999 10,037 $10,487 $10,196 5/31/1999 9,990 $10,426 $10,196 6/30/1999 9,836 $10,276 $10,196 7/31/1999 9,844 $10,313 $10,227 8/31/1999 9,715 $10,231 $10,252 9/30/1999 9,723 $10,235 $10,301 10/31/1999 9,575 $10,124 $10,319 11/30/1999 9,650 $10,232 $10,325 12/31/1999 9,577 $10,156 $10,325 1/31/2000 9,502 $10,111 $10,356 2/29/2000 9,670 $10,229 $10,417 3/31/2000 9,906 $10,452 $10,503 4/30/2000 9,822 $10,391 $10,509 5/31/2000 9,781 $10,337 $10,521 6/30/2000 10,054 $10,611 $10,577 7/31/2000 10,183 $10,758 $10,601 8/31/2000 10,381 $10,924 $10,601 9/30/2000 10,356 $10,867 $10,656 10/31/2000 10,434 $10,986 $10,675 11/30/2000 10,522 $11,069 $10,681 12/31/2000 10,776 $11,342 $10,675 1/31/2001 10,838 $11,455 $10,742 2/28/2001 10,865 $11,491 $10,785 3/31/2001 10,963 $11,594 $10,810 4/30/2001 10,794 $11,468 $10,853 5/31/2001 10,911 $11,592 $10,902 6/30/2001 10,938 $11,669 $10,920 7/31/2001 11,109 $11,842 $10,890 8/31/2001 11,362 $12,037 $10,890 9/30/2001 11,326 $11,997 $10,939 10/31/2001 11,444 $12,140 $10,902 11/30/2001 11,397 $12,038 $10,883 12/31/2001 11,277 $11,924 $10,840 1/31/2002 11,422 $12,131 $10,865 2/28/2002 11,522 $12,277 $10,908 3/31/2002 11,260 $12,036 $10,969 4/30/2002 11,436 $12,271 $11,031 5/31/2002 11,509 $12,346 $11,031 6/30/2002 11,611 $12,476 $11,037 7/31/2002 11,741 $12,637 $11,049 8/31/2002 11,919 $12,789 $11,086 9/30/2002 12,269 $13,069 $11,104 10/31/2002 11,962 $12,852 $11,123 11/30/2002 11,931 $12,799 $11,123 12/31/2002 12,160 $13,069 $11,098 1/31/2003 12,099 $13,036 $11,147 2/28/2003 12,290 $13,218 $11,233 3/31/2003 12,317 $13,226 $11,301 4/30/2003 12,432 $13,313 $11,276 5/31/2003 12,733 $13,625 $11,258 6/30/2003 12,651 $13,567 $11,270 7/31/2003 12,143 $13,092 $11,282 8/31/2003 12,189 $13,190 $11,325 9/30/2003 12,485 $13,578 $11,362 10/31/2003 12,472 $13,509 $11,350 11/30/2003 12,659 $13,650 $11,319 12/31/2003 12,756 $13,763 $11,307 1/31/2004 12,843 $13,842 $11,362 2/29/2004 13,073 $14,050 $11,423 3/31/2004 13,008 $14,001 $11,497 4/30/2004 12,648 $13,670 $11,534 5/31/2004 12,584 $13,620 $11,601 6/30/2004 12,622 $13,670 $11,638 7/31/2004 12,793 $13,850 $11,620 8/31/2004 13,070 $14,127 $11,626 9/30/2004 13,139 $14,202 $11,650 10/31/2004 13,282 $14,324 $11,712 11/30/2004 13,163 $14,206 $11,718 12/31/2004 13,359 $14,379 $11,675 1/31/2005 13,566 $14,514 $11,699 2/28/2005 13,530 $14,466 $11,767 3/31/2005 13,430 $14,374 $11,859 4/30/2005 13,661 $14,601 $11,939 5/31/2005 13,753 $14,704 $11,926 6/30/2005 13,846 $14,795 $11,933 7/31/2005 13,799 $14,729 $11,988 8/31/2005 13,957 $14,877 $12,049 9/30/2005 13,865 $14,777 $12,196 10/31/2005 13,772 $14,687 $12,221 11/30/2005 13,832 $14,758 $12,123 12/31/2005 13,959 $14,885 $12,074 1/31/2006 13,998 $14,925 $12,166 2/28/2006 14,103 $15,025 $12,190 3/31/2006 14,008 $14,922 $12,258 4/30/2006 13,970 $14,916 $12,362 5/31/2006 14,020 $14,983 $12,423 6/30/2006 13,981 $14,926 $12,448 7/31/2006 14,134 $15,104 $12,485 8/31/2006 14,333 $15,328 $12,509 9/30/2006 14,418 $15,435 $12,448 10/31/2006 14,516 $15,532 $12,380 11/30/2006 14,660 $15,661 $12,362 12/31/2006 14,608 $15,606 $12,380 1/31/2007 14,579 $15,566 $12,418 2/28/2007 14,770 $15,771 $12,485 3/31/2007 14,706 $15,732 $12,598 4/30/2007 14,758 $15,779 $12,680 5/31/2007 14,705 $15,709 $12,758 6/30/2007 14,653 $15,627 $12,782 7/31/2007 14,753 $15,748 $12,779 8/31/2007 14,676 $15,681 $12,756 9/30/2007 14,884 $15,913 $12,791 10/31/2007 14,937 $15,984 $12,818 11/30/2007 14,979 $16,085 $12,894 12/31/2007 15,032 $16,130 $12,886 1/31/2008 15,110 $16,333 $12,950 2/29/2008 14,355 $15,586 $12,987 3/31/2008 14,783 $16,031 $13,100 4/30/2008 15,030 $16,219 $13,179 5/31/2008 15,120 $16,317 $13,290 6/30/2008 14,944 $16,132 $13,424 AVERAGE ANNUAL TOTAL RETURN CLASS B 6/30/08 - ------- ------- 1-Year -2.42% 5-Year +2.49% Since Inception (2/1/00) +5.02% CLASS B (2/1/00-6/30/08) (PERFORMANCE GRAPH) FRANKLIN CALIFORNIA INSURED TAX-FREE LEHMAN BROTHERS DATE INCOME FUND - CLASS B MUNICIPAL BOND INDEX CPI - ---------- --------------------- -------------------- ------- 2/1/2000 $10,000 $10,000 $10,000 2/29/2000 $10,166 $10,116 $10,059 3/31/2000 $10,418 $10,337 $10,142 4/30/2000 $10,317 $10,276 $10,148 5/31/2000 $10,277 $10,223 $10,160 6/30/2000 $10,559 $10,494 $10,213 7/31/2000 $10,689 $10,640 $10,237 8/31/2000 $10,892 $10,804 $10,237 9/30/2000 $10,860 $10,748 $10,290 10/31/2000 $10,946 $10,865 $10,308 11/30/2000 $11,033 $10,947 $10,314 12/31/2000 $11,294 $11,217 $10,308 1/31/2001 $11,353 $11,328 $10,373 2/28/2001 $11,377 $11,364 $10,415 3/31/2001 $11,473 $11,466 $10,438 4/30/2001 $11,301 $11,342 $10,480 5/31/2001 $11,417 $11,464 $10,527 6/30/2001 $11,440 $11,541 $10,545 7/31/2001 $11,613 $11,712 $10,515 8/31/2001 $11,872 $11,905 $10,515 9/30/2001 $11,828 $11,865 $10,563 10/31/2001 $11,946 $12,006 $10,527 11/30/2001 $11,893 $11,905 $10,509 12/31/2001 $11,771 $11,792 $10,468 1/31/2002 $11,907 $11,997 $10,492 2/28/2002 $12,014 $12,141 $10,533 3/31/2002 $11,727 $11,903 $10,592 4/30/2002 $11,913 $12,136 $10,652 5/31/2002 $11,984 $12,210 $10,652 6/30/2002 $12,084 $12,339 $10,658 7/31/2002 $12,213 $12,498 $10,669 8/31/2002 $12,393 $12,648 $10,705 9/30/2002 $12,749 $12,925 $10,723 10/31/2002 $12,426 $12,711 $10,741 11/30/2002 $12,378 $12,658 $10,741 12/31/2002 $12,618 $12,925 $10,717 1/31/2003 $12,550 $12,892 $10,764 2/28/2003 $12,742 $13,072 $10,847 3/31/2003 $12,763 $13,080 $10,912 4/30/2003 $12,876 $13,167 $10,889 5/31/2003 $13,191 $13,475 $10,871 6/30/2003 $13,090 $13,418 $10,883 7/31/2003 $12,561 $12,948 $10,895 8/31/2003 $12,603 $13,045 $10,936 9/30/2003 $12,901 $13,428 $10,972 10/31/2003 $12,881 $13,360 $10,960 11/30/2003 $13,067 $13,500 $10,930 12/31/2003 $13,172 $13,611 $10,918 1/31/2004 $13,246 $13,689 $10,972 2/29/2004 $13,486 $13,895 $11,031 3/31/2004 $13,414 $13,847 $11,102 4/30/2004 $13,028 $13,519 $11,137 5/31/2004 $12,956 $13,470 $11,203 6/30/2004 $12,989 $13,519 $11,238 7/31/2004 $13,159 $13,697 $11,220 8/31/2004 $13,447 $13,971 $11,226 9/30/2004 $13,512 $14,046 $11,250 10/31/2004 $13,641 $14,166 $11,309 11/30/2004 $13,524 $14,049 $11,315 12/31/2004 $13,718 $14,221 $11,274 1/31/2005 $13,923 $14,354 $11,297 2/28/2005 $13,880 $14,306 $11,363 3/31/2005 $13,771 $14,216 $11,451 4/30/2005 $14,000 $14,440 $11,528 5/31/2005 $14,088 $14,542 $11,517 6/30/2005 $14,176 $14,632 $11,523 7/31/2005 $14,122 $14,566 $11,576 8/31/2005 $14,277 $14,713 $11,635 9/30/2005 $14,177 $14,614 $11,777 10/31/2005 $14,076 $14,526 $11,801 11/30/2005 $14,131 $14,595 $11,706 12/31/2005 $14,253 $14,721 $11,659 1/31/2006 $14,286 $14,761 $11,748 2/28/2006 $14,386 $14,860 $11,771 3/31/2006 $14,284 $14,757 $11,836 4/30/2006 $14,238 $14,752 $11,937 5/31/2006 $14,282 $14,818 $11,996 6/30/2006 $14,237 $14,762 $12,020 7/31/2006 $14,385 $14,938 $12,056 8/31/2006 $14,580 $15,159 $12,079 9/30/2006 $14,671 $15,265 $12,020 10/31/2006 $14,752 $15,361 $11,955 11/30/2006 $14,891 $15,489 $11,937 12/31/2006 $14,832 $15,434 $11,955 1/31/2007 $14,796 $15,394 $11,991 2/28/2007 $14,981 $15,597 $12,056 3/31/2007 $14,922 $15,559 $12,165 4/30/2007 $14,956 $15,605 $12,244 5/31/2007 $14,896 $15,536 $12,319 6/30/2007 $14,836 $15,455 $12,343 7/31/2007 $14,930 $15,575 $12,340 8/31/2007 $14,847 $15,508 $12,317 9/30/2007 $15,048 $15,737 $12,351 10/31/2007 $15,095 $15,807 $12,378 11/30/2007 $15,142 $15,908 $12,451 12/31/2007 $15,177 $15,952 $12,443 1/31/2008 $15,248 $16,153 $12,505 2/29/2008 $14,486 $15,414 $12,541 3/31/2008 $14,918 $15,854 $12,650 4/30/2008 $15,167 $16,040 $12,726 5/31/2008 $15,258 $16,137 $12,834 6/30/2008 $15,095 $15,955 $12,963 16 | Annual Report Performance Summary (CONTINUED) AVERAGE ANNUAL TOTAL RETURN CLASS C 6/30/08 - ------- ------- 1-Year +0.50% 5-Year +2.83% 10-Year +3.98% CLASS C (7/1/98-6/30/08) (PERFORMANCE GRAPH) FRANKLIN CALIFORNIA INSURED TAX-FREE LEHMAN BROTHERS DATE INCOME FUND - CLASS C MUNICIPAL BOND INDEX CPI - ---------- --------------------- -------------------- ------- 7/1/1998 $10,000 $10,000 $10,000 7/31/1998 $10,005 $10,025 $10,012 8/31/1998 $10,139 $10,180 $10,025 9/30/1998 $10,298 $10,307 $10,037 10/31/1998 $10,295 $10,307 $10,061 11/30/1998 $10,342 $10,343 $10,061 12/31/1998 $10,336 $10,369 $10,055 1/31/1999 $10,423 $10,492 $10,080 2/28/1999 $10,412 $10,446 $10,092 3/31/1999 $10,432 $10,461 $10,123 4/30/1999 $10,428 $10,487 $10,196 5/31/1999 $10,373 $10,426 $10,196 6/30/1999 $10,210 $10,276 $10,196 7/31/1999 $10,214 $10,313 $10,227 8/31/1999 $10,075 $10,231 $10,252 9/30/1999 $10,080 $10,235 $10,301 10/31/1999 $ 9,923 $10,124 $10,319 11/30/1999 $ 9,995 $10,232 $10,325 12/31/1999 $ 9,916 $10,156 $10,325 1/31/2000 $ 9,826 $10,111 $10,356 2/29/2000 $ 9,994 $10,229 $10,417 3/31/2000 $10,240 $10,452 $10,503 4/30/2000 $10,150 $10,391 $10,509 5/31/2000 $10,103 $10,337 $10,521 6/30/2000 $10,378 $10,611 $10,577 7/31/2000 $10,505 $10,758 $10,601 8/31/2000 $10,704 $10,924 $10,601 9/30/2000 $10,673 $10,867 $10,656 10/31/2000 $10,757 $10,986 $10,675 11/30/2000 $10,833 $11,069 $10,681 12/31/2000 $11,089 $11,342 $10,675 1/31/2001 $11,156 $11,455 $10,742 2/28/2001 $11,179 $11,491 $10,785 3/31/2001 $11,273 $11,594 $10,810 4/30/2001 $11,096 $11,468 $10,853 5/31/2001 $11,209 $11,592 $10,902 6/30/2001 $11,231 $11,669 $10,920 7/31/2001 $11,401 $11,842 $10,890 8/31/2001 $11,653 $12,037 $10,890 9/30/2001 $11,611 $11,997 $10,939 10/31/2001 $11,726 $12,140 $10,902 11/30/2001 $11,673 $12,038 $10,883 12/31/2001 $11,545 $11,924 $10,840 1/31/2002 $11,687 $12,131 $10,865 2/28/2002 $11,783 $12,277 $10,908 3/31/2002 $11,511 $12,036 $10,969 4/30/2002 $11,684 $12,271 $11,031 5/31/2002 $11,762 $12,346 $11,031 6/30/2002 $11,851 $12,476 $11,037 7/31/2002 $11,977 $12,637 $11,049 8/31/2002 $12,162 $12,789 $11,086 9/30/2002 $12,520 $13,069 $11,104 10/31/2002 $12,194 $12,852 $11,123 11/30/2002 $12,148 $12,799 $11,123 12/31/2002 $12,383 $13,069 $11,098 1/31/2003 $12,316 $13,036 $11,147 2/28/2003 $12,503 $13,218 $11,233 3/31/2003 $12,525 $13,226 $11,301 4/30/2003 $12,635 $13,313 $11,276 5/31/2003 $12,942 $13,625 $11,258 6/30/2003 $12,843 $13,567 $11,270 7/31/2003 $12,326 $13,092 $11,282 8/31/2003 $12,367 $13,190 $11,325 9/30/2003 $12,658 $13,578 $11,362 10/31/2003 $12,639 $13,509 $11,350 11/30/2003 $12,821 $13,650 $11,319 12/31/2003 $12,923 $13,763 $11,307 1/31/2004 $12,995 $13,842 $11,362 2/29/2004 $13,230 $14,050 $11,423 3/31/2004 $13,159 $14,001 $11,497 4/30/2004 $12,781 $13,670 $11,534 5/31/2004 $12,711 $13,620 $11,601 6/30/2004 $12,743 $13,670 $11,638 7/31/2004 $12,919 $13,850 $11,620 8/31/2004 $13,190 $14,127 $11,626 9/30/2004 $13,253 $14,202 $11,650 10/31/2004 $13,390 $14,324 $11,712 11/30/2004 $13,265 $14,206 $11,718 12/31/2004 $13,455 $14,379 $11,675 1/31/2005 $13,666 $14,514 $11,699 2/28/2005 $13,613 $14,466 $11,767 3/31/2005 $13,507 $14,374 $11,859 4/30/2005 $13,741 $14,601 $11,939 5/31/2005 $13,827 $14,704 $11,926 6/30/2005 $13,913 $14,795 $11,933 7/31/2005 $13,860 $14,729 $11,988 8/31/2005 $14,011 $14,877 $12,049 9/30/2005 $13,913 $14,777 $12,196 10/31/2005 $13,815 $14,687 $12,221 11/30/2005 $13,868 $14,758 $12,123 12/31/2005 $13,987 $14,885 $12,074 1/31/2006 $14,008 $14,925 $12,166 2/28/2006 $14,117 $15,025 $12,190 3/31/2006 $14,006 $14,922 $12,258 4/30/2006 $13,972 $14,916 $12,362 5/31/2006 $14,005 $14,983 $12,423 6/30/2006 $13,971 $14,926 $12,448 7/31/2006 $14,116 $15,104 $12,485 8/31/2006 $14,306 $15,328 $12,509 9/30/2006 $14,395 $15,435 $12,448 10/31/2006 $14,474 $15,532 $12,380 11/30/2006 $14,609 $15,661 $12,362 12/31/2006 $14,552 $15,606 $12,380 1/31/2007 $14,517 $15,566 $12,418 2/28/2007 $14,698 $15,771 $12,485 3/31/2007 $14,639 $15,732 $12,598 4/30/2007 $14,672 $15,779 $12,680 5/31/2007 $14,625 $15,709 $12,758 6/30/2007 $14,555 $15,627 $12,782 7/31/2007 $14,659 $15,748 $12,779 8/31/2007 $14,565 $15,681 $12,756 9/30/2007 $14,762 $15,913 $12,791 10/31/2007 $14,819 $15,984 $12,818 11/30/2007 $14,854 $16,085 $12,894 12/31/2007 $14,899 $16,130 $12,886 1/31/2008 $14,957 $16,333 $12,950 2/29/2008 $14,210 $15,586 $12,987 3/31/2008 $14,623 $16,031 $13,100 4/30/2008 $14,870 $16,219 $13,179 5/31/2008 $14,951 $16,317 $13,290 6/30/2008 $14,771 $16,132 $13,424 ENDNOTES BECAUSE MUNICIPAL BONDS ARE PARTICULARLY SENSITIVE TO INTEREST RATE MOVEMENTS, THE FUND'S YIELD AND SHARE PRICE WILL FLUCTUATE WITH MARKET CONDITIONS. BOND PRICES GENERALLY MOVE IN THE OPPOSITE DIRECTION OF INTEREST RATES. THUS, AS PRICES OF BONDS IN THE FUND ADJUST TO A RISE IN INTEREST RATES, THE FUND'S SHARE PRICE MAY DECLINE. SINCE THE FUND CONCENTRATES ITS INVESTMENTS IN A SINGLE STATE, IT IS SUBJECT TO GREATER RISK OF ADVERSE ECONOMIC AND REGULATORY CHANGES IN THAT STATE THAN A GEOGRAPHICALLY DIVERSIFIED FUND. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. CLASS 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.) 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 6/30/08. (4.) Taxable equivalent distribution rate and yield assume the published rates as of 6/27/08 for the maximum combined effective federal and California personal income tax rate of 41.05%, based on the federal income tax rate of 35.00%. (5.) Yield, calculated as required by the SEC, is based on the earnings of the Fund's portfolio for the 30 days ended 6/30/08. (6.) Figures are as stated in the Fund's prospectus current as of the date of this report. (7.) Source: (C) 2008 Morningstar. The Lehman Brothers Municipal Bond Index is a market value-weighted index engineered for the long-term tax-exempt bond market. All bonds included have a minimum credit rating of at least Baa3/BBB-. They must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be dated after 12/31/90, and must be at least one year from their maturity date. Remarketed issues, taxable municipal bonds, bonds with floating rates and derivatives are excluded from the index. The index has four main bond sectors: general obligation, revenue, insured and prerefunded. The Consumer Price Index (CPI), calculated by the U.S. Bureau of Labor Statistics, is a commonly used measure of the inflation rate. Annual Report | 17 Your Fund's Expenses FRANKLIN CALIFORNIA 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 redemption fees; 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. 18 | 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 OR REDEMPTION FEES. Therefore, the second line for each class is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. BEGINNING EXPENSES PAID ACCOUNT ENDING ACCOUNT DURING PERIOD* VALUE 1/1/08 VALUE 6/30/08 1/1/08-6/30/08 ------------ -------------- -------------- CLASS A Actual $1,000 $ 994.00 $3.02 Hypothetical (5% return before expenses) $1,000 $1,021.83 $3.07 CLASS B Actual $1,000 $ 992.10 $5.75 Hypothetical (5% return before expenses) $1,000 $1,019.10 $5.82 CLASS C Actual $1,000 $ 991.30 $5.74 Hypothetical (5% return before expenses) $1,000 $1,019.10 $5.82 * Expenses are calculated using the most recent six-month expense ratio, annualized for each class (A: 0.61%; B: 1.16%; and C: 1.16%), multiplied by the average account value over the period, multiplied by 182/366 to reflect the one-half year period. Annual Report | 19 Franklin California Intermediate-Term Tax-Free Income Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin California Intermediate-Term Tax-Free Income Fund seeks to provide as high a level of income exempt from federal and California personal income taxes as is consistent with prudent investment management and the preservation of capital by investing at least 80% of its net assets in securities that pay interest free from such taxes.(1) The Fund maintains a dollar-weighted average portfolio maturity (the time at which the debt must be repaid) of 3 to 10 years. CREDIT QUALITY BREAKDOWN* Franklin California Intermediate-Term Tax-Free Income Fund 6/30/08 % OF TOTAL LONG-TERM RATINGS INVESTMENTS** - ------- ------------- AAA 17.2% AA 35.7% A 26.6% BBB 7.1% Below Investment Grade 0.6% Not Rated by S&P 12.8% * Standard & Poor's (S&P) is the primary independent rating agency; Moody's is the secondary rating agency. Securities not rated by an independent rating agency are assigned comparable internal ratings. Ratings for securities not rated by S&P are in the table below. ** Does not include short-term investments and other net assets. RATINGS MOODY'S INTERNAL - ------- ------- -------- AAA or Aaa 0.8% 0.3% A 1.7% 2.9% BBB or Baa 0.9% 6.2% --- --- Total 3.4% 9.4% This annual report for Franklin California Intermediate-Term Tax-Free Income Fund covers the fiscal year ended June 30, 2008. (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 55. 20 | Annual Report DIVIDEND DISTRIBUTIONS* Franklin California Intermediate-Term Tax-Free Income Fund DIVIDEND PER SHARE ----------------------- MONTH CLASS A CLASS C - ----- ---------- ---------- July 2007 3.57 cents 3.05 cents August 2007 3.57 cents 3.05 cents September 2007 3.57 cents 3.04 cents October 2007 3.57 cents 3.04 cents November 2007 3.57 cents 3.04 cents December 2007 3.60 cents 3.08 cents January 2008 3.60 cents 3.08 cents February 2008 3.60 cents 3.08 cents March 2008 3.60 cents 3.07 cents April 2008 3.60 cents 3.07 cents May 2008 3.60 cents 3.07 cents June 2008 3.60 cents 3.08 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 1-800/342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. The Fund's Class A share price, as measured by net asset value, decreased from $11.33 on June 30, 2007, to $11.27 on June 30, 2008. The Fund's Class A shares paid dividends totaling 43.02 cents per share for the same period.(2) The Performance Summary beginning on page 23 shows that at the end of this reporting period the Fund's Class A shares' distribution rate was 3.75%, based on an annualization of the current 3.60 cent per share dividend and the maximum offering price of $11.53 on June 30, 2008. An investor in the 2008 maximum combined effective federal and California personal income tax bracket of 41.05% would need to earn a distribution rate of 6.36% 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. INVESTMENT STRATEGY We use a consistent, disciplined strategy to maximize income for our shareholders by seeking to maintain our exposure to higher coupon securities. We generally employ a buy-and-hold approach and invest in securities that we (2.) All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. Annual Report | 21 PORTFOLIO BREAKDOWN Franklin California Intermediate-Term Tax-Free Income Fund 6/30/08 % OF TOTAL LONG-TERM INVESTMENTS* ------------ General Obligation 23.2% Hospital & Health Care 18.6% Tax-Supported 15.9% Utilities 10.7% Prerefunded 8.4% Subject to Government Appropriations 7.2% Transportation 6.5% Other Revenue 4.0% Higher Education 3.0% Housing 2.5% * Does not include short-term investments and other net assets. believe should provide the most relative value in the market. As we invest throughout different interest rate environments, the Fund's portfolio becomes well diversified with a broad range of securities. This broad diversification may help mitigate interest rate risk. We do not use leverage or exotic derivatives, nor do we use hedging techniques that could add volatility and contribute to underperformance in adverse markets. We generally stay fully invested to maximize income distributions. MANAGER'S DISCUSSION Consistent with our strategy, we sought to remain fully invested in a portfolio of bonds that maintain an average weighted maturity of 3 to 10 years. We also maintained our conservative, buy-and-hold investment strategy as we attempted to provide shareholders with high, current, tax-free income. Thank you for your participation in Franklin California Intermediate-Term Tax-Free Income Fund. We look forward to serving your future investment needs. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF JUNE 30, 2008, 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. 22 | Annual Report Performance Summary as of 6/30/08 FRANKLIN CALIFORNIA 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: FKCIX) CHANGE 6/30/08 6/30/07 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.06 $11.27 $11.33 DISTRIBUTIONS (7/1/07-6/30/08) Dividend Income $0.4302 CLASS C (SYMBOL: FCCIX) CHANGE 6/30/08 6/30/07 - ----------------------- ------ ------- ------- Net Asset Value (NAV) -$0.07 $11.29 $11.36 DISTRIBUTIONS (7/1/07-6/30/08) Dividend Income $0.3673 PERFORMANCE CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURN INCLUDES MAXIMUM SALES CHARGES. CLASS A: 2.25% MAXIMUM INITIAL SALES CHARGE; CLASS C: 1% CONTINGENT DEFERRED SALES CHARGE IN FIRST YEAR ONLY. UNTIL AUGUST 31, 2008, THE FUND MAY CHARGE A 2% FEE ON REDEMPTIONS MADE WITHIN SEVEN DAYS OF PURCHASE. CLASS A(1) 1-YEAR 5-YEAR 10-YEAR - ---------- ------ ------ ------- Cumulative Total Return(2) +3.29% +15.73% +50.64% Average Annual Total Return(3) +0.97% +2.50% +3.94% Distribution Rate(4) 3.75% Taxable Equivalent Distribution Rate(5) 6.36% 30-Day Standardized Yield(6) 3.43% Taxable Equivalent Yield(5) 5.82% Total Annual Operating Expenses(7) 0.67% INCEPTION CLASS C 1-YEAR 5-YEAR (7/1/03) - ------- ------ ------ --------- Cumulative Total Return(2) +2.63% +12.86% +12.87% Average Annual Total Return(3) +1.63% +2.45% +2.45% Distribution Rate(4) 3.27% Taxable Equivalent Distribution Rate(5) 5.55% 30-Day Standardized Yield(6) 2.99% Taxable Equivalent Yield(5) 5.07% Total Annual Operating Expenses(7) 1.20% PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. FOR MOST RECENT MONTH-END PERFORMANCE, SEE "FUNDS AND PERFORMANCE" AT FRANKLINTEMPLETON.COM OR CALL 1-800/342-5236. Annual Report | 23 Performance Summary (CONTINUED) TOTAL RETURN INDEX COMPARISON FOR 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(1) 6/30/08 - ---------- ------- 1-Year +0.97% 5-Year +2.50% 10-Year +3.94% CLASS A (7/1/98-6/30/08)(1) FRANKLIN CALIFORNIA INTERMEDIATE-TERM LEHMAN BROTHERS TAX-FREE INCOME FUND MUNICIPAL BOND INDEX: DATE - CLASS A 10-YEAR COMPONENT CPI ---- -------------------- --------------------- ------- 7/1/1998 $ 9,774 $10,000 $10,000 7/31/1998 $ 9,812 $10,016 $10,012 8/31/1998 $ 9,947 $10,190 $10,025 9/30/1998 $10,081 $10,342 $10,037 10/31/1998 $10,092 $10,346 $10,061 11/30/1998 $10,122 $10,377 $10,061 12/31/1998 $10,142 $10,409 $10,055 1/31/1999 $10,252 $10,569 $10,080 2/28/1999 $10,219 $10,474 $10,092 3/31/1999 $10,238 $10,468 $10,123 4/30/1999 $10,249 $10,496 $10,196 5/31/1999 $10,178 $10,423 $10,196 6/30/1999 $10,026 $10,229 $10,196 7/31/1999 $10,091 $10,298 $10,227 8/31/1999 $10,057 $10,260 $10,252 9/30/1999 $10,096 $10,294 $10,301 10/31/1999 $10,007 $10,222 $10,319 11/30/1999 $10,093 $10,333 $10,325 12/31/1999 $ 9,993 $10,280 $10,325 1/31/2000 $10,006 $10,238 $10,356 2/29/2000 $10,084 $10,318 $10,417 3/31/2000 $10,266 $10,519 $10,503 4/30/2000 $10,203 $10,466 $10,509 5/31/2000 $10,197 $10,404 $10,521 6/30/2000 $10,419 $10,686 $10,577 7/31/2000 $10,547 $10,834 $10,601 8/31/2000 $10,723 $11,003 $10,601 9/30/2000 $10,707 $10,952 $10,656 10/31/2000 $10,768 $11,064 $10,675 11/30/2000 $10,811 $11,124 $10,681 12/31/2000 $10,980 $11,386 $10,675 1/31/2001 $11,110 $11,532 $10,742 2/28/2001 $11,143 $11,552 $10,785 3/31/2001 $11,185 $11,650 $10,810 4/30/2001 $11,060 $11,506 $10,853 5/31/2001 $11,192 $11,631 $10,902 6/30/2001 $11,244 $11,701 $10,920 7/31/2001 $11,377 $11,861 $10,890 8/31/2001 $11,571 $12,064 $10,890 9/30/2001 $11,554 $12,047 $10,939 10/31/2001 $11,668 $12,196 $10,902 11/30/2001 $11,580 $12,039 $10,883 12/31/2001 $11,468 $11,911 $10,840 1/31/2002 $11,652 $12,136 $10,865 2/28/2002 $11,775 $12,309 $10,908 3/31/2002 $11,504 $12,056 $10,969 4/30/2002 $11,728 $12,336 $11,031 5/31/2002 $11,819 $12,394 $11,031 6/30/2002 $11,899 $12,548 $11,037 7/31/2002 $12,031 $12,715 $11,049 8/31/2002 $12,196 $12,881 $11,086 9/30/2002 $12,444 $13,188 $11,104 10/31/2002 $12,157 $12,948 $11,123 11/30/2002 $12,122 $12,842 $11,123 12/31/2002 $12,352 $13,123 $11,098 1/31/2003 $12,264 $13,053 $11,147 2/28/2003 $12,453 $13,278 $11,233 3/31/2003 $12,450 $13,285 $11,301 4/30/2003 $12,533 $13,384 $11,276 5/31/2003 $12,809 $13,767 $11,258 6/30/2003 $12,719 $13,701 $11,270 7/31/2003 $12,260 $13,126 $11,282 8/31/2003 $12,365 $13,239 $11,325 9/30/2003 $12,700 $13,684 $11,362 10/31/2003 $12,630 $13,580 $11,350 11/30/2003 $12,736 $13,726 $11,319 12/31/2003 $12,842 $13,871 $11,307 1/31/2004 $12,904 $13,930 $11,362 2/29/2004 $13,133 $14,174 $11,423 3/31/2004 $13,073 $14,094 $11,497 4/30/2004 $12,768 $13,704 $11,534 5/31/2004 $12,709 $13,713 $11,601 6/30/2004 $12,783 $13,758 $11,638 7/31/2004 $12,924 $13,947 $11,620 8/31/2004 $13,168 $14,252 $11,626 9/30/2004 $13,232 $14,328 $11,650 10/31/2004 $13,329 $14,442 $11,712 11/30/2004 $13,211 $14,278 $11,718 12/31/2004 $13,354 $14,446 $11,675 1/31/2005 $13,463 $14,568 $11,699 2/28/2005 $13,389 $14,477 $11,767 3/31/2005 $13,279 $14,350 $11,859 4/30/2005 $13,505 $14,628 $11,939 5/31/2005 $13,558 $14,726 $11,926 6/30/2005 $13,634 $14,811 $11,933 7/31/2005 $13,559 $14,685 $11,988 8/31/2005 $13,682 $14,864 $12,049 9/30/2005 $13,606 $14,729 $12,196 10/31/2005 $13,518 $14,617 $12,221 11/30/2005 $13,583 $14,708 $12,123 12/31/2005 $13,684 $14,842 $12,074 1/31/2006 $13,726 $14,891 $12,166 2/28/2006 $13,792 $14,979 $12,190 3/31/2006 $13,691 $14,825 $12,258 4/30/2006 $13,674 $14,799 $12,362 5/31/2006 $13,729 $14,900 $12,423 6/30/2006 $13,687 $14,834 $12,448 7/31/2006 $13,840 $15,031 $12,485 8/31/2006 $14,029 $15,288 $12,509 9/30/2006 $14,110 $15,400 $12,448 10/31/2006 $14,192 $15,492 $12,380 11/30/2006 $14,287 $15,615 $12,362 12/31/2006 $14,221 $15,542 $12,380 1/31/2007 $14,192 $15,472 $12,418 2/28/2007 $14,349 $15,690 $12,485 3/31/2007 $14,344 $15,658 $12,598 4/30/2007 $14,364 $15,707 $12,680 5/31/2007 $14,309 $15,626 $12,758 6/30/2007 $14,254 $15,542 $12,782 7/31/2007 $14,349 $15,682 $12,779 8/31/2007 $14,344 $15,720 $12,756 9/30/2007 $14,503 $15,931 $12,791 10/31/2007 $14,574 $15,986 $12,818 11/30/2007 $14,645 $16,163 $12,894 12/31/2007 $14,665 $16,208 $12,886 1/31/2008 $14,865 $16,538 $12,950 2/29/2008 $14,331 $15,851 $12,987 3/31/2008 $14,623 $16,259 $13,100 4/30/2008 $14,734 $16,356 $13,179 5/31/2008 $14,845 $16,437 $13,290 6/30/2008 $14,724 $16,267 $13,424 AVERAGE ANNUAL TOTAL RETURN CLASS C 6/30/08 - ------- ------- 1-Year +1.63% 5-Year +2.45% Since Inception (7/1/03) +2.45% CLASS C (7/1/03-6/30/08) FRANKLIN CALIFORNIA INTERMEDIATE-TERM LEHMAN BROTHERS TAX-FREE INCOME FUND MUNICIPAL BOND INDEX: DATE - CLASS C 10-YEAR COMPONENT CPI ---- -------------------- --------------------- ------- 7/1/2003 $10,000 $10,000 $10,000 7/31/2003 $ 9,641 $ 9,580 $10,011 8/31/2003 $ 9,719 $ 9,662 $10,049 9/30/2003 $ 9,977 $ 9,988 $10,082 10/31/2003 $ 9,918 $ 9,911 $10,071 11/30/2003 $10,005 $10,018 $10,044 12/31/2003 $10,084 $10,124 $10,033 1/31/2004 $10,128 $10,167 $10,082 2/29/2004 $10,302 $10,345 $10,136 3/31/2004 $10,242 $10,286 $10,201 4/30/2004 $ 9,998 $10,002 $10,234 5/31/2004 $ 9,956 $10,008 $10,294 6/30/2004 $10,000 $10,042 $10,327 7/31/2004 $10,106 $10,179 $10,310 8/31/2004 $10,300 $10,402 $10,316 9/30/2004 $10,345 $10,457 $10,338 10/31/2004 $10,417 $10,541 $10,392 11/30/2004 $10,320 $10,421 $10,397 12/31/2004 $10,426 $10,544 $10,359 1/31/2005 $10,507 $10,633 $10,381 2/28/2005 $10,444 $10,566 $10,441 3/31/2005 $10,354 $10,474 $10,523 4/30/2005 $10,525 $10,676 $10,593 5/31/2005 $10,561 $10,748 $10,582 6/30/2005 $10,615 $10,810 $10,588 7/31/2005 $10,551 $10,718 $10,637 8/31/2005 $10,642 $10,848 $10,691 9/30/2005 $10,578 $10,750 $10,822 10/31/2005 $10,505 $10,668 $10,844 11/30/2005 $10,551 $10,735 $10,757 12/31/2005 $10,624 $10,833 $10,713 1/31/2006 $10,652 $10,868 $10,795 2/28/2006 $10,698 $10,933 $10,817 3/31/2006 $10,615 $10,820 $10,876 4/30/2006 $10,597 $10,801 $10,969 5/31/2006 $10,644 $10,875 $11,023 6/30/2006 $10,598 $10,826 $11,045 7/31/2006 $10,720 $10,971 $11,078 8/31/2006 $10,861 $11,158 $11,100 9/30/2006 $10,919 $11,240 $11,045 10/31/2006 $10,969 $11,307 $10,985 11/30/2006 $11,037 $11,397 $10,969 12/31/2006 $10,991 $11,343 $10,985 1/31/2007 $10,964 $11,292 $11,019 2/28/2007 $11,081 $11,451 $11,078 3/31/2007 $11,063 $11,428 $11,179 4/30/2007 $11,083 $11,464 $11,251 5/31/2007 $11,036 $11,405 $11,320 6/30/2007 $10,988 $11,343 $11,342 7/31/2007 $11,056 $11,446 $11,339 8/31/2007 $11,037 $11,474 $11,318 9/30/2007 $11,164 $11,627 $11,349 10/31/2007 $11,204 $11,668 $11,374 11/30/2007 $11,263 $11,797 $11,441 12/31/2007 $11,263 $11,830 $11,434 1/31/2008 $11,421 $12,070 $11,490 2/29/2008 $11,007 $11,569 $11,524 3/31/2008 $11,215 $11,867 $11,624 4/30/2008 $11,305 $11,937 $11,694 5/31/2008 $11,375 $11,997 $11,793 6/30/2008 $11,287 $11,872 $11,912 24 | Annual Report Performance Summary (CONTINUED) ENDNOTES BECAUSE MUNICIPAL BONDS ARE PARTICULARLY SENSITIVE TO INTEREST RATE MOVEMENTS, THE FUND'S YIELD AND SHARE PRICE WILL FLUCTUATE WITH MARKET CONDITIONS. BOND PRICES GENERALLY MOVE IN THE OPPOSITE DIRECTION OF INTEREST RATES. THUS, AS PRICES OF BONDS IN THE FUND ADJUST TO A RISE IN INTEREST RATES, THE FUND'S SHARE PRICE MAY DECLINE. SINCE THE FUND CONCENTRATES ITS INVESTMENTS IN A SINGLE STATE, IT IS SUBJECT TO GREATER RISK OF ADVERSE ECONOMIC AND REGULATORY CHANGES IN THAT STATE THAN A GEOGRAPHICALLY DIVERSIFIED FUND. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. CLASS C: Prior to 1/1/04, these shares were offered with an initial sales charge; thus actual total returns would have differed. These shares have higher annual fees and expenses than Class A shares. (1.) Past expense reductions by the Fund's manager increased the Fund's total returns. If the manager had not taken this action, the Fund's total returns would have been lower. (2.) Cumulative total return represents the change in value of an investment over the periods indicated. (3.) Average annual total return represents the average annual change in value of an investment over the periods indicated. (4.) 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 6/30/08. (5.) Taxable equivalent distribution rate and yield assume the published rates as of 6/27/08 for the maximum combined effective federal and California personal income tax rate of 41.05%, based on the federal income tax rate of 35.00%. (6.) Yield, calculated as required by the SEC, is based on the earnings of the Fund's portfolio for the 30 days ended 6/30/08. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. (8.) Source: (C) 2008 Morningstar. The Lehman Brothers Municipal Bond Index: 10-Year Component is the 10-year (8-12) component of the Municipal Bond Index, which is a market value-weighted index engineered for the long-term tax-exempt bond market. All bonds included have a minimum credit rating of at least Baa3/BBB-. They must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be dated after 12/31/90, and must be at least one year from their maturity date. Remarketed issues, taxable municipal bonds, bonds with floating rates and derivatives are excluded from the index. The index has four main bond sectors: general obligation, revenue, insured and prerefunded. The Consumer Price Index (CPI), calculated by the U.S. Bureau of Labor Statistics, is a commonly used measure of the inflation rate. Annual Report | 25 Your Fund's Expenses FRANKLIN CALIFORNIA 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 redemption fees; 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 OR REDEMPTION FEES. 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 1/1/08 VALUE 6/30/08 PERIOD* 1/1/08-6/30/08 ----------------- -------------- ---------------------- CLASS A Actual $1,000 $1,003.90 $3.34 Hypothetical (5% return before expenses) $1,000 $1,021.53 $3.37 CLASS C Actual $1,000 $1,001.20 $6.07 Hypothetical (5% return before expenses) $1,000 $1,081.80 $6.12 * Expenses are calculated using the most recent six-month expense ratio, annualized for each class (A: 0.67% and C: 1.22%), multiplied by the average account value over the period, multiplied by 182/366 to reflect the one-half year period. Annual Report | 27 Franklin California Limited-Term Tax-Free Income Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin California Limited-Term Tax-Free Income Fund seeks to provide as high a level of income exempt from federal and California personal income taxes as is consistent with prudent investment management and the preservation of capital, by investing at least 80% of its net assets in securities that pay interest free from such taxes.(1) The Fund maintains a dollar-weighted average portfolio maturity (the time at which the debt must be repaid) of five years or less. CREDIT QUALITY BREAKDOWN* Franklin California Limited-Term Tax-Free Income Fund 6/30/08 % OF TOTAL RATINGS LONG-TERM INVESTMENTS** - ---------------- ----------------------- AAA 17.4% AA 44.7% A 18.0% BBB 19.1% Not Rated by S&P 0.8% * Standard & Poor's (S&P) is the primary independent rating agency; Moody's is the secondary rating agency. Ratings for securities not rated by S&P are in the table below. ** Does not include short-term investments and other net assets. RATINGS MOODY'S - ---------- ------- AAA or Aaa 0.8% We are pleased to bring you Franklin California Limited-Term Tax-Free Income Fund's annual report for the fiscal year ended June 30, 2008. 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 1-800/342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. The Fund's Class A share price, as measured by net asset value, increased from $9.86 on June 30, 2007, to $9.94 on June 30, 2008. The Fund's Class A (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 64. 28 | Annual Report shares paid dividends totaling 27.50 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 2.48%. An investor in the 2008 maximum combined effective federal and California personal income tax bracket of 41.05% would need to earn a distribution rate of 4.21% from a taxable investment to match the Fund's Class A tax-free distribution rate. INVESTMENT STRATEGY We use a consistent, disciplined strategy to maximize income for our shareholders by seeking to maintain our exposure to higher coupon securities. We generally employ a buy-and-hold approach and invest in securities that we believe should provide the most relative value in the market. We do not use leverage or exotic derivatives, nor do we use hedging techniques that could add volatility and contribute to underperformance in adverse markets. We generally stay fully invested to maximize income distribution. MANAGER'S DISCUSSION 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 three-year range. Short-term rates trended down over the period and we sought to take advantage of relatively higher yields present on this area of the yield curve. As a result of our strategy, the Fund was positioned to preserve capital and produce tax-free income. Thank you for your participation in Franklin California Limited-Term Tax-Free Income Fund. We look forward to serving your future investment needs. (2.) All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF JUNE 30, 2008, 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. DIVIDEND DISTRIBUTIONS* Franklin California Limited-Term Tax-Free Income Fund - Class A MONTH DIVIDEND PER SHARE - -------------- ------------------ July 2007 2.30 cents August 2007 2.36 cents September 2007 2.36 cents October 2007 2.36 cents November 2007 2.45 cents December 2007 2.28 cents January 2008 2.28 cents February 2008 2.28 cents March 2008 2.14 cents April 2008 2.14 cents May 2008 2.14 cents June 2008 2.50 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. PORTFOLIO BREAKDOWN Franklin California Limited-Term Tax-Free Income Fund 6/30/08 % OF TOTAL LONG-TERM INVESTMENTS* ---------------------- Utilities 23.0% Hospital & Health Care 22.6% General Obligation 20.2% Tax-Supported 12.7% Other Revenue 10.3% Subject to Government Appropriations 4.7% Corporate-Backed 3.8% Transportation 1.9% Higher Education 0.8% * Does not include short-term investments and other net assets. Annual Report | 29 Performance Summary as of 6/30/08 FRANKLIN CALIFORNIA 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: FCALX) CHANGE 6/30/08 6/30/07 - ----------------------- ------ ------- ------- Net Asset Value (NAV) +$0.08 $9.94 $9.86 DISTRIBUTIONS (7/1/07-6/30/08) Dividend Income $0.2750 PERFORMANCE(1) CUMULATIVE TOTAL RETURN EXCLUDES THE SALES CHARGE. AVERAGE ANNUAL TOTAL RETURN INCLUDES THE MAXIMUM SALES CHARGE. CLASS A: 2.25% MAXIMUM INITIAL SALES CHARGE. UNTIL AUGUST 31, 2008, THE FUND MAY CHARGE A 2% FEE ON REDEMPTIONS MADE WITHIN SEVEN DAYS OF PURCHASE. INCEPTION CLASS A 1-YEAR 3-YEAR (9/2/03) - ------- ------ ------ --------- Cumulative Total Return(2) +3.64% +8.01% +10.09% Average Annual Total Return(3) +1.28% +1.82% +1.53% Distribution Rate(4) 2.48% Taxable Equivalent Distribution Rate(5) 4.21% 30-Day Standardized Yield(6) 2.21% Taxable Equivalent Yield(5) 3.75% Total Annual Operating Expenses(7) Without Waiver 1.26% With Waiver 0.50% PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. FOR MOST RECENT MONTH-END PERFORMANCE, SEE "FUNDS AND PERFORMANCE" AT FRANKLINTEMPLETON.COM OR CALL 1-800/342-5236. THE INVESTMENT MANAGER AND ADMINISTRATOR HAVE CONTRACTUALLY AGREED TO WAIVE OR LIMIT THEIR RESPECTIVE FEES AND TO ASSUME AS THEIR OWN CERTAIN EXPENSES OTHERWISE PAYABLE BY THE FUND SO THAT TOTAL ANNUAL FUND OPERATING EXPENSES DO NOT EXCEED 0.50% (OTHER THAN CERTAIN NON-ROUTINE EXPENSES OR COSTS, INCLUDING THOSE RELATING TO LITIGATION AND INDEMNIFICATION, REORGANIZATIONS AND LIQUIDATION) UNTIL 10/31/08. 30 | Annual Report Performance Summary (CONTINUED) TOTAL RETURN INDEX COMPARISON FOR HYPOTHETICAL $10,000 INVESTMENT(1) Total return represents the change in value of an investment over the periods shown. It includes 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 6/30/08 - ------- ------- 1-Year +1.28% 3-Year +1.82% Since Inception (9/2/03) +1.53% CLASS A (9/2/03-6/30/08) FRANKLIN CALIFORNIA LIMITED-TERM LEHMAN BROTHERS TAX-FREE INCOME FUND MUNICIPAL BOND INDEX: DATE - CLASS A 5-YEAR COMPONENT CPI ---- -------------------- --------------------- ------- 9/2/2003 $ 9,775 $10,000 $10,000 9/30/2003 $ 9,873 $10,253 $10,033 10/31/2003 $ 9,814 $10,186 $10,022 11/30/2003 $ 9,824 $10,227 $ 9,995 12/31/2003 $ 9,844 $10,267 $ 9,984 1/31/2004 $ 9,873 $10,316 $10,033 2/29/2004 $ 9,942 $10,442 $10,087 3/31/2004 $ 9,914 $10,398 $10,152 4/30/2004 $ 9,807 $10,190 $10,184 5/31/2004 $ 9,750 $10,137 $10,244 6/30/2004 $ 9,781 $10,175 $10,276 7/31/2004 $ 9,842 $10,269 $10,260 8/31/2004 $ 9,913 $10,449 $10,265 9/30/2004 $ 9,905 $10,463 $10,287 10/31/2004 $ 9,926 $10,521 $10,341 11/30/2004 $ 9,888 $10,452 $10,347 12/31/2004 $ 9,920 $10,547 $10,309 1/31/2005 $ 9,922 $10,544 $10,330 2/28/2005 $ 9,895 $10,492 $10,390 3/31/2005 $ 9,877 $10,425 $10,471 4/30/2005 $ 9,909 $10,546 $10,542 5/31/2005 $ 9,922 $10,576 $10,531 6/30/2005 $ 9,955 $10,625 $10,536 7/31/2005 $ 9,942 $10,567 $10,585 8/31/2005 $ 9,959 $10,634 $10,639 9/30/2005 $ 9,976 $10,615 $10,769 10/31/2005 $ 9,962 $10,570 $10,791 11/30/2005 $ 9,949 $10,595 $10,704 12/31/2005 $ 9,976 $10,647 $10,661 1/31/2006 $ 9,993 $10,671 $10,742 2/28/2006 $ 9,999 $10,691 $10,764 3/31/2006 $ 9,988 $10,649 $10,823 4/30/2006 $10,006 $10,672 $10,915 5/31/2006 $10,028 $10,709 $10,970 6/30/2006 $10,028 $10,659 $10,991 7/31/2006 $10,071 $10,759 $11,024 8/31/2006 $10,126 $10,875 $11,046 9/30/2006 $10,170 $10,934 $10,991 10/31/2006 $10,183 $10,980 $10,932 11/30/2006 $10,217 $11,025 $10,915 12/31/2006 $10,231 $11,002 $10,932 1/31/2007 $10,244 $10,979 $10,965 2/28/2007 $10,289 $11,079 $11,024 3/31/2007 $10,313 $11,105 $11,124 4/30/2007 $10,327 $11,122 $11,196 5/31/2007 $10,351 $11,089 $11,265 6/30/2007 $10,375 $11,069 $11,287 7/31/2007 $10,410 $11,165 $11,284 8/31/2007 $10,445 $11,251 $11,263 9/30/2007 $10,481 $11,353 $11,294 10/31/2007 $10,516 $11,396 $11,318 11/30/2007 $10,553 $11,518 $11,386 12/31/2007 $10,588 $11,570 $11,378 1/31/2008 $10,676 $11,857 $11,434 2/29/2008 $10,636 $11,566 $11,468 3/31/2008 $10,702 $11,793 $11,567 4/30/2008 $10,725 $11,782 $11,637 5/31/2008 $10,759 $11,818 $11,735 6/30/2008 $10,761 $11,698 $11,853 Annual Report | 31 Performance Summary (CONTINUED) ENDNOTES BECAUSE MUNICIPAL BONDS ARE PARTICULARLY SENSITIVE TO INTEREST RATE MOVEMENTS, THE FUND'S YIELD AND SHARE PRICE WILL FLUCTUATE WITH MARKET CONDITIONS. BOND PRICES GENERALLY MOVE IN THE OPPOSITE DIRECTION OF INTEREST RATES. THUS, AS PRICES OF BONDS IN THE FUND ADJUST TO A RISE IN INTEREST RATES, THE FUND'S SHARE PRICE MAY DECLINE. SINCE THE FUND CONCENTRATES ITS INVESTMENTS IN A SINGLE STATE, IT IS SUBJECT TO GREATER RISK OF ADVERSE ECONOMIC AND REGULATORY CHANGES IN THAT STATE THAN A GEOGRAPHICALLY DIVERSIFIED FUND. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. CLASS 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 1.79%. (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.) Distribution rate is based on an annualization of the current 2.10 cent per share current monthly dividend and the maximum offering price of $10.17 per share on 6/30/08. (5.) Taxable equivalent distribution rate and yield assume the published rates as of 6/27/08 for the maximum combined effective federal and California personal income tax rate of 41.05%, based on the federal income tax rate of 35.00%. (6.) Yield, calculated as required by the SEC, is based on the earnings of the Fund's portfolio for the 30 days ended 6/30/08. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. (8.) Source: (C) 2008 Morningstar. The Lehman Brothers Municipal Bond Index: 5-Year Component is the 5-year (4-6) component of the Municipal Bond Index, which is a market value-weighted index engineered for the long-term tax-exempt bond market. All bonds included have A minimum credit rating of at least Baa3/BBB-. They must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be dated after 12/31/90, and must be at least one year from their maturity date. Remarketed issues, taxable municipal bonds, bonds with floating rates and derivatives are excluded from the index. The index has four main bond sectors: general obligation, revenue, insured and prerefunded. The Consumer Price Index (CPI), calculated by the U.S. Bureau of Labor Statistics, is a commonly used measure of the inflation rate. 32 | Annual Report Your Fund's Expenses FRANKLIN CALIFORNIA 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 redemption fees; 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 OR REDEMPTION FEES. 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 1/1/08 VALUE 6/30/08 PERIOD* 1/1/08-6/30/08 - ------- ----------------- -------------- ---------------------- Actual $1,000 $1,015.60 $2.46 Hypothetical (5% return before expenses) $1,000 $1,022.43 $2.46 * Expenses are calculated using the most recent annualized six-month expense ratio, net of expense waiver, of 0.49%, multiplied by the average account value over the period, multiplied by 182/366 to reflect the one-half year period. 34 | Annual Report Franklin California Tax-Exempt Money Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin California Tax-Exempt Money Fund seeks to provide as high a level of income exempt from federal and California personal income taxes as is consistent with prudent investment management and the preservation of capital and liquidity.(1) The Fund's portfolio invests at least 80% of its total assets in securities that pay interest free from such taxes. The Fund tries to maintain a stable $1.00 share price. This annual report for Franklin California Tax-Exempt Money Fund covers the fiscal year ended June 30, 2008. PERFORMANCE OVERVIEW PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN WILL FLUCTUATE. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. PLEASE VISIT FRANKLINTEMPLETON.COM OR CALL 1-800/342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. With declining short-term interest rates, money market portfolio yields decreased during the period. Largely as a result, Franklin California Tax-Exempt Money Fund's seven-day effective yield fell from 3.15% at the beginning of the period to 0.99% on June 30, 2008. INVESTMENT STRATEGY AN INVESTMENT IN THE FUND IS NOT GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC) OR ANY OTHER GOVERNMENT AGENCY. ALTHOUGH THE FUND SEEKS TO PRESERVE THE VALUE OF YOUR INVESTMENT AT $1.00 PER SHARE, IT IS POSSIBLE TO LOSE MONEY BY INVESTING IN THE FUND. We invest at least 80% of the Fund's total assets in high quality, short-term municipal securities whose interest is free from federal and California state personal income tax. Although the Fund tries to invest all of its assets in tax-free securities, it is possible, although not anticipated, that up to 20% of its assets may be in securities that pay taxable interest, including interest that may be subject to federal alternative minimum tax. We maintain a dollar-weighted average portfolio maturity of 90 days or less. (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 68. Annual Report | 35 PORTFOLIO BREAKDOWN Franklin California Tax-Exempt Money Fund 6/30/08 % OF TOTAL INVESTMENTS ----------- Variable Rate Notes 82.7% Notes and Bonds 11.7% Tax-Exempt Commercial Paper 5.6% PERFORMANCE SUMMARY Franklin California Tax-Exempt Money Fund SYMBOL: FCLXX 6/30/08 Seven-day effective yield(1) 0.99% Seven-day annualized yield 0.98% Taxable equivalent yield(2) 1.66% Total annual operating expenses(3) 0.55% 1. Seven-day effective yield assumes the compounding of daily dividends. 2. Taxable equivalent yield assumes the published rates as of 6/27/08 for the maximum combined effective federal and California personal income tax rate of 41.05%, based on the federal income tax rate of 35.00%. 3. Figures are as stated in the Fund's prospectus current as of the date of this report. Annualized and effective yields are for the seven-day period ended 6/30/08. The Fund's average weighted maturity was 32 days. Yield reflects Fund expenses and fluctuations in interest rates on portfolio investments. PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN WILL FLUCTUATE. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. PLEASE VISIT FRANKLINTEMPLETON.COM OR CALL 1-800/342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. MANAGER'S DISCUSSION Short-term municipal bond yields declined during the reporting period, reflecting increased demand for high-quality short-term instruments and the Federal Reserve Board's seven consecutive federal funds target rate cuts. The Securities Industry and Financial Markets Association (SIFMA) Municipal Swap Index, a benchmark for variable rate securities, which make up a large portion of Franklin California Tax-Exempt Money Fund, averaged a rate of 2.93% for the period under review.(2) The Fund participated and reinvested in several issues during the year under review including California School Cash Reserves Program tax and revenue anticipation notes, Los Angeles County, California, tax and revenue anticipation notes, and Sacramento County, California, Sanitation District Financing Authority revenue variable rate demand notes. Thank you for your continued participation in Franklin California Tax-Exempt Money Fund. We look forward to serving your future investment needs. 2. Source: Thomson Financial. The SIFMA Municipal Swap Index is a weekly high-grade market index composed of seven-day tax-exempt variable rate demand notes produced by the Municipal Market Data Group. Actual issues are selected from Municipal Market Data's database of more than 10,000 active issues based on several specific criteria. The index is unmanaged and does not reflect management fees and expenses that affect Fund performance. One cannot invest directly in an index, nor is an index representative of the Fund's portfolio. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF JUNE 30, 2008, THE END OF THE REPORTING PERIOD. THE WAY WE IMPLEMENT OUR MAIN INVESTMENT STRATEGIES AND THE RESULTING PORTFOLIO HOLDINGS MAY CHANGE DEPENDING ON FACTORS SUCH AS MARKET AND ECONOMIC CONDITIONS. THESE OPINIONS MAY NOT BE RELIED UPON AS INVESTMENT ADVICE OR AN OFFER FOR A PARTICULAR SECURITY. THE INFORMATION IS NOT A COMPLETE ANALYSIS OF EVERY ASPECT OF ANY MARKET, STATE, INDUSTRY, SECURITY OR THE FUND. STATEMENTS OF FACT ARE FROM SOURCES CONSIDERED RELIABLE, BUT THE INVESTMENT MANAGER MAKES NO REPRESENTATION OR WARRANTY AS TO THEIR COMPLETENESS OR ACCURACY. ALTHOUGH HISTORICAL PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, THESE INSIGHTS MAY HELP YOU UNDERSTAND OUR INVESTMENT MANAGEMENT PHILOSOPHY. 36 | Annual Report Your Fund's Expenses FRANKLIN CALIFORNIA TAX-EXEMPT MONEY FUND As a Fund shareholder, you can incur two types of costs: - - Transaction costs, including sales charges (loads) on Fund purchases and redemption fees; 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) of 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) of 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 Fund's actual expense ratio 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 | 37 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 OR REDEMPTION FEES. Therefore, the second line 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 1/1/08 VALUE 6/30/08 PERIOD* 1/1/08-6/30/08 ----------------- -------------- ---------------------- Actual $1,000 $1,009.20 $2.70 Hypothetical (5% return before expenses) $1,000 $1,022.18 $2.72 * Expenses are calculated using the most recent annualized six-month expense ratio of 0.54%, multiplied by the average account value over the period, multiplied by 182/366 to reflect the one-half year period. 38 | Annual Report Franklin California Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN CALIFORNIA INSURED TAX-FREE INCOME FUND YEAR ENDED JUNE 30, ---------------------------------------------------------------------- CLASS A 2008 2007 2006 2005 2004 - ------- ---------- ---------- ---------- ---------- ---------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 12.48 $ 12.43 $ 12.85 $ 12.24 $ 12.83 ---------- ---------- ---------- ---------- ---------- Income from investment operations(a): Net investment income(b) .................... 0.54 0.54 0.55 0.55 0.56 Net realized and unrealized gains (losses) .. (0.29) 0.05 (0.43) 0.62 (0.59) ---------- ---------- ---------- ---------- ---------- Total from investment operations ............... 0.25 0.59 0.12 1.17 (0.03) ---------- ---------- ---------- ---------- ---------- Less distributions from net investment income .. (0.54) (0.54) (0.54) (0.56) (0.56) ---------- ---------- ---------- ---------- ---------- Redemption fees ................................ --(c) --(c) --(c) --(c) -- ---------- ---------- ---------- ---------- ---------- Net asset value, end of year ................... $ 12.19 $ 12.48 $ 12.43 $ 12.85 $ 12.24 ========== ========== ========== ========== ========== Total return(d) ................................ 1.98% 4.79% 0.96% 9.70% (0.22)% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 0.61% 0.61% 0.61% 0.61% 0.61% Net investment income .......................... 4.33% 4.29% 4.34% 4.38% 4.51% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $1,875,898 $1,810,358 $1,751,279 $1,780,642 $1,698,669 Portfolio turnover rate ........................ 13.14% 6.77% 5.75% 3.87% 12.21% (a) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (b) Based on average daily shares outstanding. (c) Amount rounds to less than $0.01 per share. (d) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. Annual Report | 39 Franklin California Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN CALIFORNIA INSURED TAX-FREE INCOME FUND YEAR ENDED JUNE 30, ------------------------------------------------------- CLASS B 2008 2007 2006 2005 2004 - ------- ------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 12.54 $ 12.49 $ 12.91 $ 12.29 $ 12.88 ------- ------- ------- ------- ------- Income from investment operations(a): Net investment income(b) .................... 0.47 0.48 0.48 0.49 0.50 Net realized and unrealized gains (losses) .. (0.28) 0.04 (0.43) 0.62 (0.60) ------- ------- ------- ------- ------- Total from investment operations ............... 0.19 0.52 0.05 1.11 (0.10) ------- ------- ------- ------- ------- Less distributions from net investment income .. (0.47) (0.47) (0.47) (0.49) (0.49) ------- ------- ------- ------- ------- Redemption fees ................................ --(c) --(c) --(c) --(c) -- ------- ------- ------- ------- ------- Net asset value, end of year ................... $ 12.26 $ 12.54 $ 12.49 $ 12.91 $ 12.29 ======= ======= ======= ======= ======= Total return(d) ................................ 1.49% 4.20% 0.41% 9.15% (0.77)% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 1.16% 1.16% 1.16% 1.16% 1.16% Net investment income .......................... 3.78% 3.74% 3.79% 3.83% 3.96% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $48,875 $59,127 $68,922 $78,038 $77,169 Portfolio turnover rate ........................ 13.14% 6.77% 5.75% 3.87% 12.21% (a) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (b) Based on average daily shares outstanding. (c) Amount rounds to less than $0.01 per share. (d) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. 40 | Annual Report Franklin California Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN CALIFORNIA INSURED TAX-FREE INCOME FUND YEAR ENDED JUNE 30, ------------------------------------------------------------ CLASS C 2008 2007 2006 2005 2004 - ------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 12.60 $ 12.55 $ 12.97 $ 12.34 $ 12.93 -------- -------- -------- -------- -------- Income from investment operations(a): Net investment income(b) .................... 0.47 0.48 0.48 0.49 0.50 Net realized and unrealized gains (losses) .. (0.28) 0.04 (0.43) 0.63 (0.60) -------- -------- -------- -------- -------- Total from investment operations ............... 0.19 0.52 0.05 1.12 (0.10) -------- -------- -------- -------- -------- Less distributions from net investment income .. (0.47) (0.47) (0.47) (0.49) (0.49) -------- -------- -------- -------- -------- Redemption fees ................................ --(c) --(c) --(c) --(c) -- -------- -------- -------- -------- -------- Net asset value, end of year ................... $ 12.32 $ 12.60 $ 12.55 $ 12.97 $ 12.34 ======== ======== ======== ======== ======== Total return(d) ................................ 1.48% 4.17% 0.40% 9.19% (0.78)% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 1.16% 1.16% 1.16% 1.16% 1.16% Net investment income .......................... 3.78% 3.74% 3.79% 3.83% 3.96% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $163,407 $139,476 $133,560 $129,156 $120,610 Portfolio turnover rate ........................ 13.14% 6.77% 5.75% 3.87% 12.21% (a) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (b) Based on average daily shares outstanding. (c) Amount rounds to less than $0.01 per share. (d) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. Annual Report | 41 Franklin California Tax-Free Trust STATEMENT OF INVESTMENTS, JUNE 30, 2008 FRANKLIN CALIFORNIA INSURED TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------------------ ---------------- -------------- MUNICIPAL BONDS 99.1% CALIFORNIA 99.1% ABAG Finance Authority for Nonprofit Corps. COP, Lincoln Child Center Inc., California Mortgage Insured, 6.125%, 11/01/24 ................ $ 1,950,000 $ 1,992,394 Lytton Gardens Inc., Refunding, California Mortgage Insured, 6.00%, 2/15/30 ............. 3,500,000 3,544,555 Odd Fellows Home, California Mortgage Insured, 6.00%, 8/15/24 ........................... 5,000,000 5,046,450 ABAG Finance Authority for Nonprofit Corps. Revenue, Poway Retirement Housing Foundation Housing Inc. Project, Series A, California Mortgage Insured, 5.375%, 11/15/25 ............................................................ 5,145,000 5,218,162 Sansum-Santa Barbara, Refunding, Series A, California Mortgage Insured, 5.60%, 4/01/26 .............................................................................. 2,750,000 2,816,798 Acalanes UHSD, GO, Capital Appreciation, Election of 2002, Series A, FGIC Insured, zero cpn., 8/01/25 ...................................................................... 9,045,000 3,757,203 Alameda Corridor Transportation Authority Revenue, AMBAC Insured, zero cpn. to 10/01/12, 5.25% thereafter, 10/01/21 .............................................................. 64,660,000 52,379,773 5.45% thereafter, 10/01/25 .............................................................. 25,000,000 20,067,750 Alameda Power and Telecommunication Electric System Revenue COP, Refunding, Series A, MBIA Insured, 5.75%, 7/01/30 ............................................................ 3,305,000 3,454,419 Alhambra City Elementary School District GO, Capital Appreciation, Election of 1999, Series B, FGIC Insured, zero cpn., 9/01/27 ...... 3,035,000 1,047,439 Series A, FSA Insured, Pre-Refunded, 5.60%, 9/01/24 ..................................... 2,065,000 2,164,141 Antelope Valley UHSD, GO, Series A, MBIA Insured, 5.00%, 2/01/27 ........................... 5,000,000 5,105,350 Arcadia USD, GO, Capital Appreciation, Election of 2006, Series A, FSA Insured, zero cpn., 8/01/29 ................................................................................. 5,110,000 1,635,047 8/01/33 ................................................................................. 11,690,000 2,933,255 8/01/39 ................................................................................. 9,620,000 1,708,031 8/01/46 ................................................................................. 27,665,000 3,254,787 Atascadero CDA Tax Allocation, Redevelopment Project, XLCA Insured, 5.00%, 9/01/34 ......... 4,315,000 3,959,444 Auburn USD, COP, Refinancing Project, Assured Guaranty, 5.00%, 6/01/38 ..................... 10,000,000 9,786,900 Bakersfield City School District GO, Series A, FSA Insured, 5.00%, 11/01/27 ................................................................................ 2,415,000 2,478,998 11/01/28 ................................................................................ 2,535,000 2,592,950 Bakersfield Wastewater Revenue, Series A, FSA Insured, 5.00%, 9/15/32 ...................... 10,430,000 10,606,267 Baldwin Park RDA Tax Allocation, Refunding, FSA Insured, 5.70%, 9/01/25 .................... 4,000,000 4,236,640 Baldwin Park USD, GO, (a) Capital Appreciation, Election of 2006, FSA Insured, zero cpn., 8/01/28 ................. 5,810,000 1,813,127 Election of 2006, FSA Insured, 5.00%, 8/01/31 ........................................... 5,440,000 5,499,133 Beaumont USD, COP, Refunding, Series A, FSA Insured, 5.80%, 1/01/21 ........................ 1,500,000 1,515,000 Brea and Olinda USD, GO, Series A, FGIC Insured, 5.60%, 8/01/20 ............................ 1,000,000 1,039,950 Brentwood Infrastructure Financing Authority Infrastructure Revenue, Refunding, Series A, FSA Insured, 5.00%, 9/02/32 ............................................................. 3,800,000 3,789,170 Cabrillo Community College District GO, Capital Appreciation, Election of 2004, Series B, MBIA Insured, zero cpn., 8/01/39 ...... 12,570,000 2,126,467 Series C, AMBAC Insured, Pre-Refunded, 5.375%, 5/01/26 5,400,000 5,780,700 California Community College Financing Authority Lease Revenue, Grossmont Palomar and Shasta, Series A, MBIA Insured, 5.125%, 4/01/31 ......................................... 3,030,000 3,050,786 California Educational Facilities Authority Revenue, Pomona College, Series B, Pre-Refunded, 5.50%, 7/01/29 .................................. 4,455,000 4,668,662 Stanford University, Refunding, Series O, 5.125%, 1/01/31 ............................... 24,705,000 24,867,806 42 | Annual Report Franklin California Tax-Free Trust STATEMENT OF INVESTMENTS, JUNE 30, 2008 (CONTINUED) FRANKLIN CALIFORNIA INSURED TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------------------ ---------------- -------------- MUNICIPAL BONDS (CONTINUED) CALIFORNIA (CONTINUED) California Health Facilities Financing Authority Revenue, Asian Community Center, Series A, AMBAC Insured, 5.00%, 4/01/37 ......................... $ 10,550,000 $ 10,039,907 Catholic Healthcare West, Refunding, ACA Insured, 5.00%, 7/01/28 ........................ 10,000,000 9,363,600 Catholic Healthcare West, Refunding, Series A, 5.00%, 7/01/28 ........................... 12,995,000 12,093,667 Catholic Healthcare West, Series A, Pre-Refunded, 5.00%, 7/01/28 ........................ 2,005,000 2,025,050 Community Health Facilities, Series A, California Mortgage Insured, 5.80%, 8/01/25 ...... 1,095,000 1,118,805 Kaiser Permanente, Series A, ETM, 5.40%, 5/01/28 ........................................ 15,400,000 15,508,878 Kaiser Permanente, Series B, ETM, 5.00%, 10/01/18 ....................................... 5,000,000 5,083,700 Kaiser Permanente, Series B, ETM, 5.00%, 10/01/20 ....................................... 4,000,000 4,065,960 Marshall Hospital, Refunding, Series A, California Mortgage Insured, 5.30%, 11/01/28 .... 3,325,000 3,330,619 Northern California Presbyterian, Refunding, 5.40%, 7/01/28 ............................. 5,000,000 4,703,150 Orange County Health Facility, Series A, California Mortgage Insured, 6.20%, 11/01/24 ... 3,435,000 3,509,814 Senior Living, Aldersly, Series A, California Mortgage Insured, 5.25%, 3/01/32 .......... 2,000,000 1,991,800 Sutter Health, Refunding, Series A, MBIA Insured, 5.00%, 8/15/19 ........................ 1,585,000 1,613,007 Sutter Health, Refunding, Series A, MBIA Insured, 5.00%, 8/15/38 ........................ 3,735,000 3,735,859 Sutter Health, Series A, MBIA Insured, Pre-Refunded, 5.00%, 8/15/19 ..................... 115,000 120,098 Sutter Health, Series A, MBIA Insured, Pre-Refunded, 5.00%, 8/15/38 ..................... 265,000 276,747 The Help Group, Refunding, California Mortgage Insured, 5.40%, 8/01/22 .................. 5,000,000 5,061,950 True to Life Children's Services, Series A, California Mortgage Insured, 5.625%, 9/01/25 .............................................................................. 1,250,000 1,278,988 UCSF-Stanford Health Care, Series A, FSA Insured, Pre-Refunded, 5.00%, 11/15/28 ......... 9,530,000 9,735,371 California HFAR, Home Mortgage, Series N, AMBAC Insured, zero cpn. to 2/01/10, 6.30% thereafter, 8/01/31 ............................................................... 240,000 219,194 California Infrastructure and Economic Development Bank Revenue, Bay Area Toll Bridges, first lien, Series A, AMBAC Insured, Pre-Refunded, 5.00%, 7/01/33 ....................... 8,460,000 8,914,894 California PCFA, PCR, Southern California Edison Co., Refunding, Series C, MBIA Insured, 5.55%, 9/01/31 .......................................................................... 4,800,000 4,612,272 California Public School District Financing Authority Lease Revenue, Southern Kern USD, Series B, FSA Insured, ETM, 5.90%, 9/01/26 .............................................. 1,615,000 1,852,389 California State Department of Water Resources Central Valley Project Revenue, Water System, Refunding, Series Q, MBIA Insured, 5.375%, 12/01/27 ..................................... 365,000 365,858 California State Department of Water Resources Water Revenue, Central Valley Project, Refunding, Series AC, MBIA Insured, 5.00%, 12/01/26 ............. 3,535,000 3,626,415 Central Valley Project, Refunding, Series AD, FSA Insured, 5.00%, 12/01/26 .............. 2,145,000 2,210,573 Central Valley Project, Series AC, MBIA Insured, Pre-Refunded, 5.00%, 12/01/26 .......... 40,000 43,658 Central Valley Project, Series AD, FSA Insured, Pre-Refunded, 5.00%, 12/01/26 ........... 25,000 27,268 FSA Insured, Pre-Refunded, 5.125%, 12/01/29 ............................................. 115,000 122,903 Refunding, FSA Insured, 5.125%, 12/01/29 ................................................ 4,885,000 4,975,714 California State GO, FGIC Insured, 5.375%, 6/01/26 ........................................................... 1,350,000 1,358,951 FSA Insured, Pre-Refunded, 5.50%, 9/01/29 ............................................... 34,500,000 36,117,015 MBIA Insured, 6.00%, 8/01/16 ............................................................ 210,000 210,496 MBIA Insured, 6.00%, 10/01/21 ........................................................... 65,000 65,439 MBIA Insured, Pre-Refunded, 5.00%, 8/01/29 .............................................. 19,520,000 20,413,626 Pre-Refunded, 5.00%, 10/01/27 ........................................................... 30,790,000 31,350,070 Pre-Refunded, 5.125%, 6/01/31 ........................................................... 24,705,000 26,199,900 Refunding, 5.125%, 6/01/31 .............................................................. 295,000 296,448 Refunding, MBIA Insured, 5.00%, 8/01/29 ................................................. 730,000 733,402 Annual Report | 43 Franklin California Tax-Free Trust STATEMENT OF INVESTMENTS, JUNE 30, 2008 (CONTINUED) FRANKLIN CALIFORNIA INSURED TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------------------ ---------------- -------------- MUNICIPAL BONDS (CONTINUED) CALIFORNIA (CONTINUED) California State GO, (continued) Various Purpose, 5.00%, 11/01/32 ........................................................ $ 22,500,000 $ 22,310,775 Various Purpose, Refunding, 5.00%, 3/01/32 .............................................. 3,000,000 2,975,130 Various Purpose, Refunding, 5.00%, 12/01/32 ............................................. 14,585,000 14,462,486 California State Local Government Finance Authority Revenue, Marin Valley Mobile, Senior Series A, FSA Insured, 5.80%, 10/01/20 ........................................... 3,770,000 3,839,707 California State Public Works Board Lease Revenue, Department of Mental Health Hospital, Series A, AMBAC Insured, 5.00%, 12/01/21 ................................................................................ 4,100,000 4,173,677 12/01/26 ................................................................................ 5,675,000 5,733,679 California State University Foundation Revenue, Monterey Bay, MBIA Insured, Pre-Refunded, 5.35%, 6/01/31 .......................................................................... 2,000,000 2,133,480 California State University of Los Angeles Auxiliary Services Inc. Revenue, MBIA Insured, Pre-Refunded, 5.125%, 6/01/33 ........................................................... 3,200,000 3,393,632 California State University Revenue, Systemwide, Series A, FSA Insured, 5.00%, 11/01/33 .... 10,000,000 10,123,300 California State University Revenue and Colleges Revenue, Systemwide, Refunding, Series A, AMBAC Insured, 5.00%, 11/01/33 .......................................................... 22,000,000 22,091,960 California Statewide CDA, COP, Children's Hospital, Los Angeles, 5.25%, 8/15/29 ................................... 12,250,000 11,634,927 COP, Kaiser Permanente, ETM, 5.30%, 12/01/15 ............................................ 9,700,000 10,151,729 COP, MBIA Insured, 5.00%, 4/01/18 ....................................................... 3,000,000 2,936,400 COP, Refunding, California Mortgage Insured, 5.75%, 8/01/21 ............................. 9,585,000 9,794,336 COP, Refunding, FSA Insured, 5.50%, 8/15/31 ............................................. 7,000,000 7,206,570 MFHR, Silver Ridge Apartments, Mandatory Put 8/01/21, Series H, FNMA Insured, 5.80%, 8/01/33 .............................................................................. 2,785,000 2,849,111 California Statewide CDA Revenue, Adventist, Series B, Assured Guaranty, 5.00%, 3/01/37 ................................... 17,000,000 16,299,770 Catholic Healthcare West, Series K, Assured Guaranty, 5.50%, 7/01/41 .................... 17,000,000 17,436,220 COP, John Muir/Mt. Diablo Health System, MBIA Insured, 5.125%, 8/15/22 .................. 5,000,000 5,066,350 Henry Mayo Newhall Memorial, Series B, MBIA Insured, 5.05%, 10/01/28 .................... 7,825,000 7,602,144 Hospital Monterey Peninsula, Series B, FSA Insured, 5.25%, 6/01/23 ...................... 2,000,000 2,067,140 Lodi Memorial Hospital, Series A, California Mortgage Insured, 5.00%, 12/01/27 .......... 15,000,000 14,852,250 Refunding, California Mortgage Insured, 5.00%, 8/01/21 .................................. 2,035,000 2,037,625 St. Ignatius College Preparatory, AMBAC Insured, 5.00%, 6/01/37 ......................... 7,215,000 7,074,091 St. Joseph Health System, Series E, FSA Insured, 5.25%, 7/01/47 ......................... 20,000,000 20,092,600 Sutter Health, Series C, FSA Insured, 5.05%, 8/15/38 .................................... 15,000,000 14,907,150 California Statewide CDA Water and Wastewater Revenue, Pooled Financing Program, Refunding, Series A, FSA Insured, 5.00%, 10/01/32 ....................................... 9,320,000 9,400,804 Refunding, Series B, FSA Insured, 5.75%, 10/01/29 ....................................... 1,465,000 1,502,270 Series B, FSA Insured, Pre-Refunded, 5.65%, 10/01/26 .................................... 2,400,000 2,546,472 Series B, FSA Insured, Pre-Refunded, 5.65%, 10/01/26 .................................... 1,020,000 1,065,186 Campbell USD, GO, FSA Insured, 5.00%, 8/01/27 .............................................. 7,150,000 7,327,820 Castaic Lake Water Agency Revenue COP, 1999 Project, Refunding, AMBAC Insured, 4.50%, 8/01/26 .................................. 7,700,000 7,239,694 Series A, MBIA Insured, 5.00%, 8/01/29 .................................................. 8,000,000 8,004,880 44 | Annual Report Franklin California Tax-Free Trust STATEMENT OF INVESTMENTS, JUNE 30, 2008 (CONTINUED) FRANKLIN CALIFORNIA INSURED TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------------------ ---------------- -------------- MUNICIPAL BONDS (CONTINUED) CALIFORNIA (CONTINUED) Chabot-Las Positas Community College District GO, Capital Appreciation Bonds, Series C, AMBAC Insured, zero cpn., 8/01/35 ................................................................................. $ 10,000,000 $ 2,177,300 8/01/36 ................................................................................. 10,000,000 2,052,500 8/01/37 ................................................................................. 15,045,000 2,910,455 Chaffey Community College District GO, Refunding, Series A, FSA Insured, 5.00%, 7/01/27 ........................................ 270,000 279,272 Series A, FSA Insured, Pre-Refunded, 5.00%, 7/01/27 ..................................... 5,480,000 5,906,070 Charter Oak USD, GO, Election of 2000, Series D, FGIC Insured, 5.00%, 8/01/30 .............. 3,115,000 3,025,662 Chico PFAR, Merged Redevelopment Project Area, MBIA Insured, 5.125%, 4/01/24 ............... 2,790,000 2,837,737 Chino Basin Regional Financing Authority Revenue, Municipal Water District, Sewer System Project, Refunding, AMBAC Insured, 6.00%, 8/01/16 ....................................... 2,000,000 2,005,480 Chula Vista Elementary School District GO, Election of 1998, Series F, MBIA Insured, 5.00%, 8/01/28 ................................................................................. 2,685,000 2,729,893 Clovis PFAR, 2001 Corp. Yard Project, AMBAC Insured, 5.00%, 3/01/27 ........................ 3,265,000 3,321,550 Compton USD, GO, Election of 2002, Series B, MBIA Insured, Pre-Refunded, 5.00%, 6/01/29 ................................................................................. 2,000,000 2,170,000 Corona-Norco USD, COP, Refunding, FSA Insured, 5.125%, 4/15/25 ............................................ 5,355,000 5,418,671 COP, Refunding, FSA Insured, 5.125%, 4/15/29 ............................................ 2,540,000 2,560,244 GO, Capital Appreciation, Refunding, Series B, FSA Insured, zero cpn., 3/01/25 .......... 1,400,000 597,156 GO, Capital Appreciation, Series B, FSA Insured, zero cpn., 9/01/23 ..................... 2,320,000 1,084,368 GO, Capital Appreciation, Series B, FSA Insured, zero cpn., 9/01/24 ..................... 2,620,000 1,155,525 GO, Capital Appreciation, Series C, FGIC Insured, zero cpn., 9/01/25 .................... 4,655,000 1,856,181 GO, Capital Appreciation, Series C, FGIC Insured, zero cpn., 9/01/26 .................... 6,080,000 2,277,690 Coronado CDA Tax Allocation, Community Development Project, MBIA Insured, 5.375%, 9/01/26 ................................................................................. 2,700,000 2,787,021 Cucamonga County Water District COP, FGIC Insured, 5.00%, 9/01/29 .......................... 5,070,000 5,092,308 Culver City USD, GO, MBIA Insured, Pre-Refunded, 5.125%, 8/01/37 ......................................................................... 650,000 658,255 5.20%, 8/01/38 .......................................................................... 3,285,000 3,442,384 Delano USD, COP, Refinancing Project, MBIA Insured, 5.125%, 1/01/22 ........................ 1,620,000 1,713,166 East Bay MUD Water System Revenue, Refunding, MBIA Insured, 5.00%, 6/01/26 ................. 14,000,000 14,798,700 (a) East Side UHSD Santa Clara County GO, Election of 2008, Series A, Assured Guaranty, 5.00%, 8/01/38 .......................................................................... 4,255,000 4,274,913 El Centro Financing Authority Wastewater Revenue, Series A, FSA Insured, 5.25%, 10/01/35 ................................................................................ 6,200,000 6,324,186 El Monte City School District GO, Election of 2004, Series A, FGIC Insured, 5.00%, 5/01/30 .................................................. 4,500,000 4,371,615 Series B, FSA Insured, 5.00%, 8/01/32 ................................................... 5,535,000 5,627,711 El Monte Water Authority Revenue, Water System Project, AMBAC Insured, Pre-Refunded, 5.60%, 9/01/34 .......................................................................... 1,800,000 1,947,546 Escondido Joint Powers Financing Authority Lease Revenue, AMBAC Insured, 5.125%, 9/01/30 ................................................................................. 3,770,000 3,800,763 Escondido USD, GO, Series A, FSA Insured, Pre-Refunded, 5.00%, 8/01/26 ..................... 11,665,000 12,484,466 Eureka USD, GO, FSA Insured, 5.00%, 8/01/25 ................................................ 4,145,000 4,289,329 Fairfield Suisun USD, GO, Election of 2002, MBIA Insured, 5.00%, 8/01/25 .......................................... 4,185,000 4,277,196 MBIA Insured, 5.00%, 8/01/27 ............................................................ 12,000,000 12,225,600 Annual Report | 45 Franklin California Tax-Free Trust STATEMENT OF INVESTMENTS, JUNE 30, 2008 (CONTINUED) FRANKLIN CALIFORNIA INSURED TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------------------ ---------------- -------------- MUNICIPAL BONDS (CONTINUED) CALIFORNIA (CONTINUED) Florin Resource Conservation District COP, Elk Grove Water Service, Refunding, Series A, MBIA Insured, 5.00%, 3/01/33 ............................................................ $ 5,000,000 $ 5,015,450 Folsom COP, Central Business District Fire Station, MBIA Insured, 5.125%, 10/01/26 ......... 2,030,000 2,080,912 Foothill/Eastern Corridor Agency Toll Road Revenue, Capital Appreciation, Refunding, MBIA Insured, zero cpn., 1/15/17 ....................... 20,000,000 12,898,200 Capital Appreciation, Refunding, MBIA Insured, zero cpn., 1/15/18 ....................... 25,000,000 15,150,250 Capital Appreciation, Refunding, MBIA Insured, zero cpn., 1/15/19 ....................... 5,970,000 3,405,348 senior lien, Refunding, Series A, MBIA Insured, 5.00%, 1/01/35 .......................... 66,735,000 61,933,417 Franklin-McKinley School District GO, Election of 2004, Series A, FGIC Insured, 5.00%, 8/01/29 ................................................................................. 5,280,000 5,125,771 Fresno USD, GO, Refunding, Series B, MBIA Insured, 5.00%, 2/01/21 .................................................. 2,860,000 2,718,802 Series C, MBIA Insured, 5.90%, 2/01/20 .................................................. 2,065,000 2,124,245 Series C, MBIA Insured, 5.90%, 8/01/22 .................................................. 3,000,000 3,082,980 Fullerton School District GO, Capital Appreciation, Series A, FGIC Insured, zero cpn., 8/01/23 ................................................................................. 3,030,000 1,370,863 Fullerton University Foundation Auxiliary Organization Revenue, Series A, MBIA Insured, 5.75%, 7/01/25 ................................................................................. 1,250,000 1,310,200 7/01/30 ................................................................................. 1,000,000 1,046,190 Gilroy USD, GO, Election of 2002, FGIC Insured, 5.00%, 8/01/30 ............................. 8,650,000 8,513,330 Glendale USD, GO, Series C, FSA Insured, 5.50%, 9/01/24 .................................... 2,750,000 2,837,038 Glendora PFAR Tax Allocation, Project No. 1, Refunding, Series A, MBIA Insured, 5.00%, 9/01/24 ................................................................................. 5,000,000 5,095,250 Grossmont UHSD, COP, FSA Insured, Pre-Refunded, 5.75%, 9/01/26 .......................................... 2,250,000 2,309,783 GO, Capital Appreciation, Election of 2004, FSA Insured, zero cpn., 8/01/24 ............. 5,110,000 2,263,270 Hartnell Community College District GO, Election of 2002, Series B, FSA Insured, 5.00%, 6/01/31 ................................................................................. 5,000,000 5,097,950 Hollister RDA Tax Allocation, Community Development Project, Refunding, AMBAC Insured, 5.125%, 10/01/32 ........................................................................ 19,815,000 19,908,329 Huntington Beach City and School District COP, MBIA Insured, Pre-Refunded, 5.25%, 7/01/29 ................................................................................. 1,795,000 1,894,353 Jefferson San Mateo County UHSD, GO, Refunding, Series A, MBIA Insured, 6.45%, 8/01/25 ................................................................................. 3,045,000 3,354,494 8/01/29 ................................................................................. 3,075,000 3,357,008 Jurupa Community Services District Special Tax, CFD No. 2, Series A, AMBAC Insured, 5.00%, 9/01/32 .......................................................................... 7,000,000 7,020,370 Jurupa USD, COP, FSA Insured, 5.625%, 9/01/24 .............................................. 1,600,000 1,673,888 Kern High School District GO, Election of 2004, Series C, FGIC Insured, 5.00%, 8/01/33 ................................ 7,535,000 7,335,172 FSA Insured, ETM, 6.625%, 8/01/14 ....................................................... 1,535,000 1,804,700 FSA Insured, ETM, 6.625%, 8/01/15 ....................................................... 1,400,000 1,671,166 Lancaster Financing Authority Tax Allocation Revenue, Subordinated, Redevelopment Projects No. 5 and 6, Series B, FGIC Insured, 5.00%, 2/01/35 ..................................... 5,775,000 5,569,121 Lancaster School District GO, Capital Appreciation, Election of 1999, MBIA Insured, zero cpn., 8/01/25 ................................................................................. 5,495,000 2,219,321 7/01/26 ................................................................................. 5,965,000 2,274,693 Las Virgenes USD, GO, Series A, FSA Insured, 5.00%, 8/01/28 ................................ 5,245,000 5,374,342 46 | Annual Report Franklin California Tax-Free Trust STATEMENT OF INVESTMENTS, JUNE 30, 2008 (CONTINUED) FRANKLIN CALIFORNIA INSURED TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------------------ ---------------- -------------- MUNICIPAL BONDS (CONTINUED) CALIFORNIA (CONTINUED) Lodi Electric Systems Revenue COP, Series A, MBIA Insured, Pre-Refunded, 5.50%, 1/15/32 ................................................................................. $ 4,000,000 $ 4,121,720 Lodi USD, GO, MBIA Insured, 5.00%, 8/01/23 ................................................. 2,150,000 2,187,152 Lodi USD School Facilities Improvement District No. 1 GO, Election of 2006, FSA Insured, 5.00%, 8/01/30 ................................................................................. 6,450,000 6,581,838 8/01/32 ................................................................................. 8,220,000 8,351,602 Long Beach Bond Finance Authority Lease Revenue, Aquarium of The South Pacific, Refunding, AMBAC Insured, 5.00%, 11/01/19 ................ 4,000,000 4,032,200 Aquarium of The South Pacific, Refunding, AMBAC Insured, 5.00%, 11/01/26 ................ 11,000,000 10,703,220 Aquarium of The South Pacific, Refunding, AMBAC Insured, 5.25%, 11/01/30 ................ 2,000,000 1,956,120 Public Safety Facilities Projects, AMBAC Insured, 5.00%, 11/01/26 ....................... 6,780,000 6,636,196 Public Safety Facilities Projects, AMBAC Insured, 5.00%, 11/01/31 ....................... 10,500,000 9,932,580 Long Beach Bond Finance Authority Tax Allocation Revenue, North Long Beach Redevelopment Projects, Series A, AMBAC Insured, 5.00%, 8/01/25 .......................................................................... 7,015,000 6,990,798 5.00%, 8/01/31 .......................................................................... 3,135,000 3,010,478 Pre-Refunded, 5.00%, 8/01/25 ............................................................ 6,535,000 6,994,084 Pre-Refunded, 5.00%, 8/01/31 ............................................................ 8,865,000 9,487,766 Long Beach University School District GO, Election of 1999, Series C, MBIA Insured, 5.125%, 8/01/31 ......................................................................... 13,870,000 13,995,801 Los Angeles Community College District GO, Series A, MBIA Insured, Pre-Refunded, 5.00%, 6/01/26 .................................... 4,000,000 4,240,680 Series B, FSA Insured, 5.00%, 8/01/27 ................................................... 4,000,000 4,111,680 Los Angeles COP, Municipal Improvement Corp. of Los Angeles, Program AW Certificates, AMBAC Insured, 5.00%, 6/01/27 ....................................................................... 5,895,000 5,976,646 Real Property Program, MBIA Insured, 5.00%, 2/01/27 ..................................... 9,890,000 10,041,614 Los Angeles County COP, Antelope Valley Courthouse, Series A, AMBAC Insured, Pre-Refunded, 5.25%, 11/01/27 ............................................................................. 2,500,000 2,646,875 11/01/33 ............................................................................. 2,500,000 2,646,875 Los Angeles County Public Works Financing Authority Lease Revenue, Master Refunding Project, Refunding, Series B, FGIC Insured, 5.00%, 9/01/31 .............................. 7,600,000 7,248,652 Los Angeles County Sanitation Districts Financing Authority Revenue, Capital Projects, District No. 14, Refunding, Sub Series B, FGIC Insured, 5.00%, 10/01/28 ................. 5,000,000 4,887,550 Los Angeles Department of Water and Power Waterworks Revenue, System, Sub Series A-2, AMBAC Insured, 5.00%, 7/01/44 ........................................................... 25,000,000 24,834,500 Los Angeles Mortgage Revenue, Refunding, Series I, MBIA Insured, 6.50%, 7/01/22 ............ 740,000 740,696 Los Angeles USD, GO, Election of 2002, Series C, FSA Insured, 5.00%, 7/01/32 ................................. 19,000,000 19,316,540 Election of 2004, Series H, FSA Insured, 5.00%, 7/01/27 ................................. 5,000,000 5,153,400 Election of 2004, Series H, FSA Insured, 5.00%, 7/01/28 ................................. 5,000,000 5,134,850 Election of 2005, Series E, FSA Insured, 5.00%, 7/01/27 ................................. 5,800,000 5,977,944 Los Angeles Wastewater System Revenue, Refunding, MBIA Insured, 5.00%, 6/01/26 ............. 10,000,000 10,073,100 Los Angeles Water and Power Revenue, Power System, Refunding, Series A, MBIA Insured, 5.00%, 7/01/24 ....................................... 12,000,000 12,065,760 Sub Series A-1, AMBAC Insured, 5.00%, 7/01/37 ........................................... 20,000,000 20,100,600 Sub Series A-1, FSA Insured, 5.00%, 7/01/35 ............................................. 5,000,000 5,055,850 Annual Report | 47 Franklin California Tax-Free Trust STATEMENT OF INVESTMENTS, JUNE 30, 2008 (CONTINUED) FRANKLIN CALIFORNIA INSURED TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------------------ ---------------- -------------- MUNICIPAL BONDS (CONTINUED) CALIFORNIA (CONTINUED) Lynwood PFA Tax Allocation, Project Area A, Refunding, Series A, FSA Insured, 5.85%, 9/01/18 ................................................................................. $ 1,765,000 $ 1,839,359 Lynwood PFA Water Revenue, Water System Improvement Project, MBIA Insured, 5.85%, 6/01/22 .......................................................................... 665,000 685,495 5.90%, 6/01/29 .......................................................................... 3,105,000 3,202,932 Marin Municipal Water District COP, Financing Project, AMBAC Insured, 5.00%, 7/01/29 ....... 1,200,000 1,210,500 Mendocino County COP, Public Facilities Corp., MBIA Insured, 5.25%, 6/01/30 ................ 2,680,000 2,737,968 Merced Irrigation District Electricity System Revenue, Refunding, XLCA Insured, 5.00%, 9/01/26 ................................................................................. 10,000,000 9,789,100 Millbrae COP, Police Department Expansion, AMBAC Insured, 5.875%, 3/01/24 .................. 1,025,000 1,064,893 Modesto Irrigation District COP, Capital Improvements, Series A, FSA Insured, 5.00%, 7/01/26 ................................................................................. 5,000,000 5,083,250 7/01/31 ................................................................................. 8,285,000 8,361,553 Monrovia USD, GO, Election of 2006, Series A, FSA Insured, 5.00%, 8/01/31 .................. 4,915,000 4,993,148 Montebello CRDA Tax Allocation, Montebello Hills Redevelopment Project, Refunding, MBIA Insured, 5.60%, 3/01/19 ............................................................ 2,460,000 2,468,143 Montebello COP, Capital Improvement Project, Refunding, FSA Insured, 5.375%, 11/01/26 ................................................................................ 8,715,000 9,095,584 Moreno Valley USD, GO, Election of 2004, Series A, FSA Insured, 5.00%, 8/01/26 ............. 4,000,000 4,348,640 Morgan Hill USD, GO, FGIC Insured, Pre-Refunded, 5.50%, 8/01/25 ............................ 3,840,000 4,101,734 Mount Diablo USD, GO, Election of 2002, FGIC Insured, 5.00%, 7/01/25 ....................... 6,025,000 6,123,388 Murrieta Valley USD, COP, MBIA Insured, 5.00%, 8/01/27 ..................................... 2,380,000 2,430,147 Natomas USD, GO, FSA Insured, 5.00%, 9/01/26 ............................................... 2,535,000 2,618,579 Nevada Joint UHSD, GO, Series A, FSA Insured, 5.00%, 8/01/26 ............................... 1,295,000 1,319,799 Newark USD, GO, Capital Appreciation, Series B, FGIC Insured, zero cpn., 8/01/24 .............................................. 9,905,000 3,980,919 Series C, FSA Insured, zero cpn., 8/01/22 ............................................... 2,165,000 1,046,366 Series C, FSA Insured, zero cpn., 8/01/23 ............................................... 2,465,000 1,116,990 Series C, FSA Insured, zero cpn., 8/01/24 ............................................... 2,560,000 1,093,453 Series C, FSA Insured, zero cpn., 8/01/25 ............................................... 2,705,000 1,089,060 Norco RDA Tax Allocation, Redevelopment Project Area No. 1, MBIA Insured, 5.625%, 3/01/30 ................................................................................. 1,000,000 1,044,040 Northern California Public Power Agency Revenue, AMBAC Insured, Pre-Refunded, 7.50%, 7/01/23 ................................................................................. 3,200,000 4,168,864 Oakland Revenue, 1800 Harrison Foundation, Series A, AMBAC Insured, Pre-Refunded, 6.00%, 1/01/29 .......................................................................... 10,000,000 10,505,700 Oceanside COP, AMBAC Insured, 5.20%, 4/01/23 ............................................... 2,500,000 2,556,675 Orange County Sanitation Districts COP, FGIC Insured, 5.00%, 2/01/33 ....................... 8,000,000 8,021,040 Palm Springs Financing Authority Lease Revenue, Convention Center Project, Refunding, Series A, MBIA Insured, 5.00%, 11/01/25 ................................................. 2,295,000 2,339,959 Pasadena Area Community College District GO, Election of 2002, Series A, FGIC Insured, 5.00%, 6/01/28 .......................................................................... 4,000,000 4,300,240 Pasadena USD, GO, Series B, FGIC Insured, Pre-Refunded, 5.25%, 7/01/24 ..................... 1,000,000 1,045,510 Patterson Joint USD, GO, Capital Appreciation, Series A, FGIC Insured, zero cpn., 8/01/22 .............................................. 1,900,000 912,285 Series A, FGIC Insured, zero cpn., 8/01/24 .............................................. 2,075,000 883,743 Series A, FGIC Insured, zero cpn., 8/01/25 .............................................. 2,170,000 869,150 Series A, FGIC Insured, zero cpn., 8/01/26 .............................................. 2,265,000 852,342 Series C, FGIC Insured, zero cpn., 8/01/23 .............................................. 1,985,000 898,074 48 | Annual Report Franklin California Tax-Free Trust STATEMENT OF INVESTMENTS, JUNE 30, 2008 (CONTINUED) FRANKLIN CALIFORNIA INSURED TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------------------ ---------------- -------------- MUNICIPAL BONDS (CONTINUED) CALIFORNIA (CONTINUED) Peralta Community College District GO, Election of 2000, Series B, MBIA Insured, 5.25%, 8/01/32 ................................................................................. $ 8,450,000 $ 8,677,051 Perris CFD No. 93-1 Special Tax, Series A, AMBAC Insured, 5.125%, 8/15/23 .................. 4,000,000 3,782,360 Plumas County COP, Capital Improvement Program, Series A, AMBAC Insured, 5.00%, 6/01/33 ................................................................................. 3,280,000 3,281,509 Pomona PFA Lease Revenue, Series AN, AMBAC Insured, 5.00%, 10/01/30 ........................ 5,190,000 5,214,652 Porterville COP, Sewer System Refining Project, Refunding, AMBAC Insured, 5.25%, 10/01/23 ................................................................................ 3,000,000 3,051,510 Poway RDA Tax Allocation, MBIA Insured, Pre-Refunded, 5.75%, 6/15/33 .............................................. 9,250,000 10,099,150 Paguay Redevelopment Project, AMBAC Insured, 5.00%, 12/15/25 ............................ 9,195,000 9,238,400 Refunding, MBIA Insured, 5.75%, 6/15/33 ................................................. 2,225,000 2,349,978 Rancho Cucamonga RDA Tax Allocation, Rancho Redevelopment Project, Refunding, FSA Insured, 5.25%, 9/01/20 ............................................................. 2,500,000 2,562,000 Redwood City School District GO, FGIC Insured, 5.00%, 7/15/27 .............................. 3,000,000 3,023,910 Ripon RDA Tax Allocation, Community Redevelopment Project, MBIA Insured, Pre-Refunded, 5.85%, 11/01/30 ......................................................................... 3,975,000 4,341,574 Rohnert Park Community Development Commission Tax Allocation, Redevelopment Project, Series R, FGIC Insured, 5.00%, 8/01/37 .................................................. 5,000,000 4,589,250 Roseville Financing Authority Revenue, senior lien, Series A, AMBAC Insured, 5.00%, 9/01/25 ................................................................................. 5,675,000 5,720,003 Rowland USD, GO, Series A, FSA Insured, Pre-Refunded, 5.25%, 9/01/25 ....................... 5,685,000 6,055,662 Sacramento Area Flood Control Agency Revenue, Consolidated, Capital AD, Refunding, Series A, FGIC Insured, 5.00%, 10/01/32 ................................................. 5,000,000 4,916,800 Sacramento Area Flood Control Agency Special Assessment, Subordinated, Capital AD No. 2, FGIC Insured, 5.80%, 11/01/16 ........................................................... 1,000,000 1,011,480 Sacramento City Financing Authority Revenue, Capital Improvement, Series A, AMBAC Insured, Pre-Refunded, 5.00%, 12/01/26 ............. 8,395,000 8,873,935 Capital Improvement, Series A, AMBAC Insured, Pre-Refunded, 5.00%, 12/01/32 ............. 21,500,000 22,726,575 City Hall and Redevelopment Projects, Series A, FSA Insured, Pre-Refunded, 5.00%, 12/01/28 ............................................................................. 10,000,000 10,734,800 Sacramento County Sanitation District Financing Authority Revenue, Sacramento Regional County Sanitation District, Series A, AMBAC Insured, Pre-Refunded, 5.00%, 12/01/35 ...... 10,000,000 10,914,400 Salida Area Public Facilities Financing Agency CFD, Special Tax, No. 1988-1, FSA Insured, 5.75%, 9/01/30 .......................................................................... 3,435,000 3,635,810 Salida USD, COP, Financing Project, AMBAC Insured, 5.375%, 5/01/26 ......................... 1,645,000 1,647,336 Salinas UHSD, GO, Election of 2002, Series B, MBIA Insured, 5.00%, 6/01/31 ................. 5,000,000 5,012,750 San Bernardino City USD, GO, Election of 2004, Series B, FSA Insured, 5.00%, 8/01/28 ....... 14,170,000 14,482,874 San Bernardino County COP, 1997 Public Improvement Financing Project, MBIA Insured, 5.25%, 10/01/25 ......................................................................... 7,000,000 7,120,190 San Bernardino County SFMR, Capital Appreciation, Series A, GNMA Secured, ETM, zero cpn., 5/01/22 ................................................................................. 28,405,000 13,424,203 San Carlos School District GO, MBIA Insured, Pre-Refunded, 5.50%, 10/01/24 ................. 2,110,000 2,234,912 San Diego Public Facilities Financing Authority Sewer Revenue, Series B, FGIC Insured, 5.25%, 5/15/27 .......................................................................... 2,950,000 2,949,823 San Francisco BART District Sales Tax Revenue, 5.00%, 7/01/28 .......................................................................... 2,795,000 2,824,711 FGIC Insured, Pre-Refunded, 5.50%, 7/01/26 .............................................. 6,500,000 6,811,740 FGIC Insured, Pre-Refunded, 5.50%, 7/01/34 .............................................. 12,000,000 12,575,520 Annual Report | 49 Franklin California Tax-Free Trust STATEMENT OF INVESTMENTS, JUNE 30, 2008 (CONTINUED) FRANKLIN CALIFORNIA INSURED TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------------------ ---------------- -------------- MUNICIPAL BONDS (CONTINUED) CALIFORNIA (CONTINUED) San Francisco City and County Airports Commission International Airport Revenue, Refunding, Second Series 28A, MBIA Insured, 5.125%, 5/01/24 ................................................................................. $ 9,745,000 $ 9,343,409 5/01/27 ................................................................................. 16,575,000 15,577,682 San Francisco City and County Public Utilities Commission Water Revenue, Refunding, Series A, FSA Insured, 5.00%, 11/01/31 .................................................. 3,885,000 3,913,127 San Francisco Community College District GO, Series A, FGIC Insured, 5.00%, 6/15/26 ........ 6,000,000 6,133,440 San Francisco State University Foundation Inc. Auxiliary Organization Housing Revenue, MBIA Insured, Pre-Refunded, 5.00%, 9/01/31 .............................................. 13,415,000 14,365,184 San Gabriel USD, GO, Capital Appreciation, Election of 2002, Series C, FSA Insured, zero cpn., 8/01/30 ............................. 5,635,000 1,730,339 Election of 2002, Series C, FSA Insured, zero cpn., 8/01/31 ............................. 5,870,000 1,697,134 Election of 2002, Series C, FSA Insured, zero cpn., 7/01/32 ............................. 6,115,000 1,675,082 Series A, FSA Insured, zero cpn., 8/01/26 ............................................... 3,530,000 1,388,173 Series A, FSA Insured, zero cpn., 2/01/27 ............................................... 1,850,000 702,575 San Joaquin Delta Community College District GO, Election of 2004, (a) Capital Appreciation, Series B, FSA Insured, zero cpn., 8/01/31 ......................... 10,475,000 2,775,037 (a) Capital Appreciation, Series B, FSA Insured, zero cpn., 8/01/32 ......................... 15,185,000 3,784,102 Series A, FSA Insured, 5.00%, 8/01/29 ................................................... 520,000 529,906 Series A, FSA Insured, Pre-Refunded, 5.00%, 8/01/29 ..................................... 4,530,000 4,949,659 San Joaquin Hills Transportation Corridor Agency Toll Road Revenue, Capital Appreciation, Refunding, Series A, MBIA Insured, zero cpn., 1/15/26 ............. 13,155,000 4,642,136 Refunding, Series A, MBIA Insured, 5.375%, 1/15/29 ...................................... 18,075,000 18,119,826 Refunding, Series A, MBIA Insured, 5.25%, 1/15/30 ....................................... 12,860,000 12,864,372 senior lien, MBIA Insured, 5.00%, 1/01/33 ............................................... 10,035,000 9,964,855 San Jose Airport Revenue, Refunding, Series B, AMBAC Insured, 5.00%, 3/01/33 ............... 12,135,000 11,733,574 San Jose Financing Authority Lease Revenue, Civic Center Project, Series B, AMBAC Insured, 5.00%, 6/01/27 .......................................................................... 10,000,000 10,112,700 San Jose MFHR, Sixth and Martha Family Apartments, FNMA Insured, 5.875%, 3/01/33 ........... 3,500,000 3,534,615 San Jose RDA Tax Allocation, Merged Area Redevelopment Project, Series B, XLCA Insured, 5.00%, 8/01/31 .......................................................................... 15,470,000 14,658,444 San Juan USD, GO, Election of 1998, Series A, MBIA Insured, 5.00%, 8/01/28 ................. 5,115,000 5,095,512 San Leandro COP, Library and Fire Stations Financing, AMBAC Insured, Pre-Refunded, 5.75%, 11/01/29 ................................................................................ 5,000,000 5,325,250 San Marcos Public Facilities Authority Revenue, Senior Tax Increment Project Area 3, Series A, MBIA Insured, Pre-Refunded, 5.75%, 10/01/29 ......................................................................... 5,340,000 5,807,410 5.80%, 10/01/30 ......................................................................... 7,800,000 8,271,978 San Marino USD, GO, Series A, MBIA Insured, zero cpn., 7/01/25 ............................. 6,080,000 2,486,963 San Mateo GO, Library Improvement Project, Series A, AMBAC Insured, 5.25%, 8/01/30 ......... 5,790,000 5,950,267 Santa Ana USD, COP, Capital Appreciation Financing Project, FSA Insured, zero cpn., 4/01/24 ................................................................................. 14,245,000 6,367,657 Santa Clara COP, Refunding, AMBAC Insured, 5.00%, 2/01/27 .................................. 5,555,000 5,627,271 Santa Clara County Financing Authority Revenue, El Camino, Series B, AMBAC Insured, 5.125%, 2/01/41 ......................................................................... 11,545,000 10,992,341 Santa Monica PFA Lease Revenue, Civic Center Parking Project, XLCA Insured, 5.00%, 7/01/33 ................................................................................. 11,050,000 11,112,432 Santa Rita USD, GO, Election 2006, Series A, FSA Insured, 5.00%, 8/01/32 ................... 6,160,000 6,240,511 Santa Rosa Wastewater Revenue, Series B, FGIC Insured, Pre-Refunded, 5.125%, 9/01/31 ....... 4,000,000 4,264,880 50 | Annual Report Franklin California Tax-Free Trust STATEMENT OF INVESTMENTS, JUNE 30, 2008 (CONTINUED) FRANKLIN CALIFORNIA INSURED TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------------------ ---------------- -------------- MUNICIPAL BONDS (CONTINUED) CALIFORNIA (CONTINUED) Santa Rosa Wastewater Service Facilities District Revenue, Refunding and Improvement, AMBAC Insured, 6.00%, 7/02/15 ........................................................... $ 2,000,000 $ 2,182,740 Santee School District GO, Series A, FSA Insured, 5.00%, 8/01/31 ........................... 6,845,000 6,912,902 Shasta Tehama Trinity Joint Community College District GO, Election of 2002, Series B, FSA Insured, 5.00%, 8/01/30 ............................................................. 9,070,000 9,238,611 Sonoma CDA Tax Allocation, Redevelopment Project, MBIA Insured, 5.70%, 12/01/30 ............ 3,455,000 3,607,331 South Gate COP, Series A, AMBAC Insured, 5.00%, 9/01/24 .................................... 3,155,000 3,208,288 South San Francisco COP, Conference Center Financing, 5.00%, 4/01/29 ....................... 2,000,000 2,008,500 Southern California Public Power Authority Power Project Revenue, Series A, AMBAC Insured, Pre-Refunded, 5.00%, 7/01/33 ............................................................ 29,000,000 31,280,560 Southern Kern USD, COP, Capital Appreciation, Building Program, Series B, FSA Insured, 5.625%, 9/01/26 ......................................................................... 2,250,000 2,279,948 Southern Mono Health Care District GO, Series A, MBIA Insured, 5.00%, 8/01/24 .............. 3,005,000 3,056,926 Southern Mono Health Care District Revenue, Capital Appreciation, Series A, MBIA Insured, zero cpn., 8/01/28 ................................................................................. 2,340,000 767,497 8/01/29 ................................................................................. 2,440,000 749,373 8/01/30 ................................................................................. 2,550,000 734,145 8/01/31 ................................................................................. 2,660,000 718,971 Stanislaus County Board of Education COP, FSA Insured, 5.70%, 9/01/24 ...................... 2,000,000 2,067,820 Stockton Revenue COP, Wastewater System Project, Refunding, Series A, MBIA Insured, 5.00%, 9/01/23 .......................................................................... 6,500,000 6,583,200 Susanville PFAR, MBIA Insured, 5.70%, 6/01/30 .............................................. 3,000,000 3,152,430 Tahoe-Truckee USD, GO, ID No. 2, Series A, FGIC Insured, Pre-Refunded, 5.75%, 8/01/20 ...... 4,340,000 4,570,931 Truckee PFA Lease Revenue, Series A, AMBAC Insured, Pre-Refunded, 6.00%, 11/01/30 .......... 1,990,000 2,058,038 Turlock PFA Sewer Revenue, FGIC Insured, 5.50%, 9/15/29 .................................... 6,855,000 7,052,287 Union City CRDA Tax Allocation Revenue, Community Redevelopment Project, AMBAC Insured, Pre-Refunded, 5.75%, 10/01/32 ............................................ 14,100,000 14,840,673 Union Elementary School District GO, Capital Appreciation, Series A, FGIC Insured, zero cpn., 9/01/24 .............................................. 2,000,000 848,040 Series B, FGIC Insured, zero cpn., 9/01/25 .............................................. 5,500,000 2,193,125 Series B, FGIC Insured, zero cpn., 9/01/26 .............................................. 5,850,000 2,191,527 University of California Revenues, Limited Project, Series D, FGIC Insured, 5.00%, 5/15/37 ................................. 6,460,000 6,491,783 Multiple Purpose Projects, Series K, Pre-Refunded, 5.00%, 9/01/23 ....................... 3,160,000 3,208,380 Multiple Purpose Projects, Series M, FGIC Insured, Pre-Refunded, 5.125%, 9/01/30 ........ 8,720,000 9,081,182 Vacaville PFA Tax Allocation Revenue, Vacaville Redevelopment Projects, FSA Insured, 5.00%, 9/01/31 ................................................................................. 5,095,000 5,116,807 Vacaville USD, GO, Election of 2001, MBIA Insured, 5.00%, 8/01/30 .......................... 5,000,000 4,986,550 Vista USD, GO, Capital Appreciation, Series A, FSA Insured, zero cpn., 8/01/26 ......................... 7,150,000 2,811,738 Capital Appreciation, Series A, FSA Insured, zero cpn., 2/01/27 ......................... 4,795,000 1,820,997 Series A, FSA Insured, 5.25%, 8/01/25 ................................................... 5,000,000 5,162,550 Washington Township Health Care District Revenue, Refunding, 5.00%, 7/01/18 .......................................................................... 2,000,000 2,016,020 5.125%, 7/01/23 ......................................................................... 450,000 452,043 Washington USD, GO, Yolo County, Election of 1999, Series A, FGIC Insured, 5.375%, 8/01/25 ................................................................................. 2,045,000 2,103,242 Annual Report | 51 Franklin California Tax-Free Trust STATEMENT OF INVESTMENTS, JUNE 30, 2008 (CONTINUED) FRANKLIN CALIFORNIA INSURED TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ------------------------------------------------ ---------------- -------------- MUNICIPAL BONDS (CONTINUED) CALIFORNIA (CONTINUED) Weaver USD, GO, Election of 2006, Series C, AMBAC Insured, zero cpn., 8/01/47 .............. $ 18,685,000 $ 2,158,491 West Basin Municipal Water District Revenue COP, Refunding, Series A, MBIA Insured, 5.00%, 8/01/24 ................................................................................. 2,500,000 2,518,850 8/01/30 ................................................................................. 5,745,000 5,654,229 Western Placer USD Financing Corp. COP, Pre-Refunded, 5.55%, 11/01/30 ...................... 6,930,000 7,624,871 Westlands Water District Revenue COP, MBIA Insured, 5.00%, 9/01/29 ............................................................ 11,775,000 11,728,489 Series A, MBIA Insured, 5.00%, 9/01/35 .................................................. 1,460,000 1,425,967 Series A, MBIA Insured, 5.00%, 9/01/37 .................................................. 4,340,000 4,222,820 Woodland Finance Authority Lease Revenue, Capital Projects, Refunding, XLCA Insured, 5.00%, 3/01/32 .......................................................................... 6,340,000 6,313,435 Woodland Finance Authority Wastewater Revenue, second senior lien, MBIA Insured, 5.00%, 3/01/33 ................................................................................. 3,870,000 3,821,122 3/01/35 ................................................................................. 2,590,000 2,552,290 Woodside Elementary School District GO, Election of 2005, MBIA Insured, Pre-Refunded, 5.00%, 10/01/29 ......................................................................... 4,435,000 4,867,634 -------------- TOTAL MUNICIPAL BONDS BEFORE SHORT TERM INVESTMENTS (COST $2,014,774,195) ................................................................... 2,069,461,546 -------------- SHORT TERM INVESTMENTS 0.2% MUNICIPAL BONDS 0.2% CALIFORNIA 0.2% (b) California State Department of Water Resources Power Supply Revenue, Refunding, Sub Series G-3, FSA Insured, Weekly VRDN and Put, 1.30%, 5/01/16 ........................ 2,000,000 2,000,000 (b) California State GO, Series A-3, Daily VRDN and Put, 2.16%, 5/01/33 ........................ 1,300,000 1,300,000 (b) Los Angeles Water and Power Revenue, Refunding, Sub Series B-1, Weekly VRDN and Put, 1.30%, 7/01/34 .......................................................................... 400,000 400,000 -------------- TOTAL SHORT TERM INVESTMENTS (COST $3,700,000) ............................................. 3,700,000 -------------- TOTAL INVESTMENTS (COST $2,018,474,195) 99.3% 2,073,161,546 OTHER ASSETS, LESS LIABILITIES 0.7% 15,018,770 -------------- NET ASSETS 100.0% $2,088,180,316 ============== See Selected Portfolio Abbreviations on page 72. (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. 52 | Annual Report Franklin California Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN CALIFORNIA INTERMEDIATE-TERM TAX-FREE INCOME FUND YEAR ENDED JUNE 30, ---------------------------------------------------- CLASS A 2008 2007 2006 2005 2004 - ------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 11.33 $ 11.30 $ 11.68 $ 11.36 $ 11.74 -------- -------- -------- -------- -------- Income from investment operations(a): Net investment income(b) .................... 0.44 0.43 0.43 0.43 0.44 Net realized and unrealized gains (losses) .. (0.07) 0.04 (0.39) 0.32 (0.38) -------- -------- -------- -------- -------- Total from investment operations ............... 0.37 0.47 0.04 0.75 0.06 -------- -------- -------- -------- -------- Less distributions from net investment income .. (0.43) (0.44) (0.42) (0.43) (0.44) -------- -------- -------- -------- -------- Redemption fees ................................ --(c) --(c) --(c) --(c) -- -------- -------- -------- -------- -------- Net asset value, end of year ................... $ 11.27 $ 11.33 $ 11.30 $ 11.68 $ 11.36 ======== ======== ======== ======== ======== Total return(d) ................................ 3.29% 4.13% 0.37% 6.67% 0.50% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 0.66% 0.67% 0.66% 0.67% 0.67% Net investment income .......................... 3.85% 3.76% 3.74% 3.67% 3.76% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $517,443 $458,146 $463,545 $453,335 $384,196 Portfolio turnover rate ........................ 22.97% 11.25% 13.28% 4.17% 17.36% (a) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (b) Based on average daily shares outstanding. (c) Amount rounds to less than $0.01 per share. (d) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. Annual Report | 53 Franklin California Tax-Free Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN CALIFORNIA INTERMEDIATE-TERM TAX-FREE INCOME FUND YEAR ENDED JUNE 30, ---------------------------------------------------- CLASS C 2008 2007 2006 2005 2004(a) - ------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 11.36 $ 11.32 $ 11.70 $ 11.37 $11.73 ------- ------- ------- ------- ------ Income from investment operations(b): Net investment income(c) .................... 0.38 0.37 0.37 0.36 0.37 Net realized and unrealized gains (losses) .. (0.08) 0.05 (0.39) 0.33 (0.36) ------- ------- ------- ------- ------ Total from investment operations ............... 0.30 0.42 (0.02) 0.69 0.01 ------- ------- ------- ------- ------ Less distributions from net investment income (0.37) (0.38) (0.36) (0.36) (0.37) ------- ------- ------- ------- ------ Redemption fees ................................ --(d) --(d) --(d) --(d) -- ------- ------- ------- ------- ------ Net asset value, end of year ................... $ 11.29 $ 11.36 $ 11.32 $ 11.70 $11.37 ======= ======= ======= ======= ====== Total return(e) ................................ 2.63% 3.68% (0.18)% 6.15% 0.11% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 1.21% 1.20% 1.20% 1.22% 1.22% Net investment income .......................... 3.30% 3.23% 3.20% 3.12% 3.21% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $36,842 $27,025 $25,173 $19,082 $9,142 Portfolio turnover rate ........................ 22.97% 11.25% 13.28% 4.17% 17.36% (a) For the period July 1, 2003 (effective date) to June 30, 2004. (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) 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. 54 | Annual Report Franklin California Tax-Free Trust STATEMENT OF INVESTMENTS, JUNE 30, 2008 FRANKLIN CALIFORNIA INTERMEDIATE-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------------------------------- ---------------- --------------- MUNICIPAL BONDS 95.7% CALIFORNIA 93.0% ABAG Finance Authority for Nonprofit Corps. COP, Rhoda Haas Goldman Plaza, California Mortgage Insured, 5.125%, 5/15/15 ....................................................... $ 3,000,000 $ 3,032,819 ABAG Finance Authority for Nonprofit Corps. Revenue, San Diego Hospital Assn., Series C, 5.125%, 3/01/18 ......................................................................... 2,695,000 2,723,163 5.25%, 3/01/19 .......................................................................... 2,315,000 2,341,923 ABAG Revenue, Refunding, Series A-E, 5.40%, 9/15/14 ........................................ 2,455,000 2,505,868 ABAG Water and Wastewater Revenue, Pooled Financing Program, Refunding, Series A, FSA Insured, 5.00%, 10/01/10 ............................................................ 1,905,000 1,953,806 Alameda Corridor Transportation Authority Revenue, Capital Appreciation, sub. lien, Refunding, Series A, AMBAC Insured, zero cpn., 10/01/17 ................................. 10,000,000 6,461,700 Alameda-Contra Costa Transportation District COP, Refunding, AMBAC Insured, 4.375%, 8/01/14 ................................................................................. 1,330,000 1,354,299 Antelope Valley UHSD, GO, Series A, MBIA Insured, 4.50%, 8/01/13 .......................................................................... 1,230,000 1,277,453 4.625%, 8/01/14 ......................................................................... 1,250,000 1,300,700 Arcadia USD, GO, Capital Appreciation, Election of 2006, Series A, FSA Insured, zero cpn., 8/01/22 ................................................................................. 4,065,000 1,992,378 Bakersfield Wastewater Revenue, Series A, FSA Insured, 5.00%, 9/15/22 ...................... 2,595,000 2,725,632 (a) Baldwin Park USD, GO, Capital Appreciation, Election of 2006, FSA Insured, zero cpn., 8/01/24 ................................................................................. 5,265,000 2,151,279 Banning Utility Authority Water Enterprise Revenue, Refunding and Improvement Projects, FGIC Insured, 5.00%, 11/01/21 ............................................................. 1,080,000 1,093,133 Burbank Electric Revenue, MBIA Insured, 4.00%, 6/01/11 ................................................................................. 1,000,000 1,022,050 6/01/12 ................................................................................. 1,000,000 1,020,670 Burbank USD, GO, Capital Appreciation, Election of 1997, Series C, FGIC Insured, zero cpn., 8/01/15 ...... 4,600,000 3,361,772 Capital Appreciation, Election of 1997, Series C, FGIC Insured, zero cpn., 8/01/16 ...... 4,670,000 3,226,596 Election of 1997, Series C, FGIC Insured, 4.00%, 8/01/12 ................................ 2,500,000 2,554,700 Burbank Water and Power Electric Revenue, MBIA Insured, 4.00%, 6/01/11 ..................... 5,045,000 5,062,153 California Educational Facilities Authority Revenue, Stanford University, Refunding, Series R, 4.00%, 11/01/11 ............................................................... 1,000,000 1,031,410 California Health Facilities Financing Authority Revenue, Catholic Healthcare West, Series K, 5.125%, 7/01/22 ..................................... 20,000,000 19,992,800 Kaiser Permanente, Series B, ETM, 5.25%, 10/01/13 ....................................... 5,000,000 5,092,100 Kaiser Permanente, Series B, ETM, 5.25%, 10/01/14 ....................................... 2,000,000 2,036,840 Kaiser Permanente, Series B, ETM, 5.25%, 10/01/16 ....................................... 3,850,000 3,918,492 Paradise Valley Estates, Refunding, California Mortgage Insured, 3.875%, 1/01/09 ........ 1,555,000 1,564,439 Paradise Valley Estates, Refunding, California Mortgage Insured, 4.125%, 1/01/10 ........ 1,000,000 1,012,810 Paradise Valley Estates, Refunding, California Mortgage Insured, 5.00%, 1/01/11 ......... 1,480,000 1,532,584 Paradise Valley Estates, Refunding, California Mortgage Insured, 4.375%, 1/01/12 ........ 1,000,000 1,019,630 Paradise Valley Estates, Refunding, California Mortgage Insured, 5.00%, 1/01/13 ......... 1,815,000 1,899,633 Paradise Valley Estates, Refunding, California Mortgage Insured, 5.00%, 1/01/14 ......... 1,635,000 1,702,329 Sutter Health, Series A, 5.25%, 8/15/22 ................................................. 5,000,000 5,210,950 The Episcopal Home, California Mortgage Insured, 4.625%, 2/01/12 ........................ 1,350,000 1,385,978 The Episcopal Home, California Mortgage Insured, 4.75%, 2/01/13 ......................... 1,200,000 1,233,312 Annual Report | 55 Franklin California Tax-Free Trust STATEMENT OF INVESTMENTS, JUNE 30, 2008 (CONTINUED) FRANKLIN CALIFORNIA INTERMEDIATE-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------------------------------- ---------------- --------------- MUNICIPAL BONDS (CONTINUED) CALIFORNIA (CONTINUED) California HFA, SFM Purchase Revenue, Class III, Series A-1, MBIA Insured, 5.70%, 8/01/11 ................................................................................. $ 185,000 $ 186,983 California Municipal Finance Authority COP, Community Hospitals of Central California, 5.00%, 2/01/18 .......................................................................... 2,185,000 2,112,283 5.00%, 2/01/19 .......................................................................... 4,590,000 4,389,830 5.00%, 2/01/20 .......................................................................... 2,325,000 2,197,730 5.00%, 2/01/21 .......................................................................... 2,000,000 1,875,420 Refunding, 5.00%, 2/01/14 ............................................................... 1,765,000 1,760,764 Refunding, 5.00%, 2/01/17 ............................................................... 4,025,000 3,928,923 California State Department of Water Resources Power Supply Revenue, Series A, 5.50%, 5/01/12 .......................................................................... 2,000,000 2,153,920 Pre-Refunded, 5.125%, 5/01/18 ........................................................... 2,500,000 2,698,800 California State Economic Recovery Revenue, Series A, 5.00%, 7/01/15 ....................... 10,670,000 11,403,669 California State GO, 5.25%, 6/01/16 .......................................................................... 515,000 518,554 Pre-Refunded, 5.00%, 11/01/12 ........................................................... 1,335,000 1,421,521 Refunding, 4.00%, 2/01/10 ............................................................... 6,900,000 7,034,274 Refunding, 5.00%, 11/01/12 .............................................................. 665,000 698,396 Refunding, 5.25%, 2/01/14 ............................................................... 4,000,000 4,282,600 Refunding, MBIA Insured, 5.00%, 2/01/18 ................................................. 5,000 5,060 Various Purpose, 5.00%, 11/01/22 ........................................................ 4,675,000 4,790,285 Various Purpose, Refunding, 5.125%, 3/01/24 ............................................. 2,715,000 2,799,355 Veterans, Refunding, Series B, 5.25%, 12/01/15 .......................................... 2,310,000 2,337,743 California State Municipal Finance Authority Revenue, Loma Linda University, 5.00%, 4/01/24 ................................................................................. 1,180,000 1,185,723 California State Public Works Board Lease Revenue, Department of Forestry and Fire Protection, Series A, 4.875%, 10/01/18 .................. 1,325,000 1,339,615 Various California Community College Projects, Refunding, Series C, 5.50%, 9/01/09 ...... 1,555,000 1,563,008 California Statewide CDA, COP, Kaiser Permanente, ETM, 5.30%, 12/01/15 ................................................. 2,000,000 2,093,140 St. Joseph Health System Obligation Group, 5.25%, 7/01/11 ............................... 1,005,000 1,022,829 California Statewide CDA Revenue, Daughters of Charity Health, Refunding, Series G, 5.25%, 7/01/13 ........................ 1,000,000 1,030,510 Insured Health Facility, Jewish Home, California Mortgage Insured, 5.00%, 11/15/18 ...... 3,000,000 3,044,940 Kaiser Permanente, Mandatory Put 6/01/12, Series C, 3.85%, 11/01/29 ..................... 10,000,000 10,068,400 Lodi Memorial Hospital, Series A, California Mortgage Insured, 5.00%, 12/01/22 .......... 8,000,000 8,041,440 Mission Community, California Mortgage Insured, 4.40%, 11/01/10 ......................... 1,100,000 1,129,843 Mission Community, California Mortgage Insured, 4.50%, 11/01/11 ......................... 1,145,000 1,178,812 Viewpoint School, Refunding, ACA Insured, 4.50%, 10/01/17 ............................... 460,000 430,146 Viewpoint School, Refunding, ACA Insured, 4.75%, 10/01/18 ............................... 480,000 455,294 Carlsbad USD, GO, Election of 2006, Series A, MBIA Insured, 5.00%, 8/01/22 ................................................................................. 1,510,000 1,562,291 8/01/24 ................................................................................. 1,665,000 1,716,399 Castaic Lake Water Agency Revenue COP, Water System Improvement Project, Capital Appreciation, zero cpn, AMBAC Insured, 08/01/22 .......................................... 10,445,000 4,980,907 Cathedral City 1915 Act Special Assessment, Limited Obligation, Cove ID 04-02, 5.00%, 9/02/24 ................................................................................. 1,000,000 923,640 56 | Annual Report Franklin California Tax-Free Trust STATEMENT OF INVESTMENTS, JUNE 30, 2008 (CONTINUED) FRANKLIN CALIFORNIA INTERMEDIATE-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------------------------------- ---------------- --------------- MUNICIPAL BONDS (CONTINUED) CALIFORNIA (CONTINUED) Central California Joint Powers Health Financing Authority COP, Community Hospitals of Central California, Pre-Refunded, 5.125%, 2/01/13 ......................................................................... $ 1,375,000 $ 1,454,736 5.25%, 2/01/14 .......................................................................... 1,435,000 1,522,621 5.75%, 2/01/16 .......................................................................... 1,585,000 1,701,260 Central Valley Financing Authority Cogeneration Project Revenue, Carson Ice General Project, Refunding, MBIA Insured, 5.00%, 7/01/17 ................................................. 2,000,000 2,021,720 Cerritos PFAR Tax Allocation, Redevelopment Project, Refunding, Series A, AMBAC Insured, 3.00%, 11/01/11 ......................................................................... 2,585,000 2,548,371 Chaffey Community College District COP, Pre-Refunded, 5.10%, 9/01/13 ....................... 1,860,000 1,907,486 Clovis MFR, Mandatory Put 11/01/10, Refunding, FNMA Insured, 5.10%, 11/01/30 ............... 4,105,000 4,167,765 Clovis USD, GO, Capital Appreciation, Election of 2004, Series A, FGIC Insured, zero cpn., 8/01/17 ................................................................................. 5,235,000 3,382,386 Coalinga COP, Custody Facility, Refunding, 4.25%, 4/01/10 .................................. 1,000,000 1,020,710 Compton Public Finance Authority Lease Revenue, Various Capital Projects, Refunding, AMBAC Insured, 5.00%, 9/01/22 ........................................................... 15,190,000 15,333,697 Conejo Valley USD, GO, Election of 1998, Series C, FSA Insured, zero cpn., 8/01/17 ............................................... 2,500,000 1,673,600 Series D, FGIC Insured, 4.50%, 8/01/19 .................................................. 4,000,000 4,065,800 Contra Costa Community College District GO, Election of 2002, FGIC Insured, 4.75%, 8/01/18 ................................................................................. 2,450,000 2,501,793 Corona-Norco USD, PFA Special Tax Revenue, Series A, 5.25%, 9/01/25 ........................ 2,235,000 2,052,244 Duarte RDA Tax Allocation, Merged Redevelopment Project Area, Pre-Refunded, 5.125%, 10/01/16 ................................................................................ 1,790,000 1,840,031 Fairfax School District GO, Election of 2000, Series A, FGIC Insured, 5.00%, 11/01/17 ...... 830,000 865,657 Fairfield-Suisun Sewer District Sewer Revenue, Refunding, Series A, FGIC Insured, 5.00%, 5/01/12 ................................................................................. 600,000 617,952 Folsom PFA Lease Revenue, City Hall and Community Center, Refunding, FSA Insured, 5.00%, 10/01/17 ................................................................................ 1,275,000 1,339,375 Foothill/Eastern Corridor Agency Toll Road Revenue, Refunding, MBIA Insured, 5.00%, 1/15/16 ................................................................................. 1,000,000 1,019,930 Fresno USD, GO, Election of 2001, Series D, MBIA Insured, 5.00%, 8/01/21 ................... 1,355,000 1,402,276 Galt Capital Improvements Authority Lease Revenue, Culture and Recreation Improvement Project, 5.00%, 4/01/12 ................................................................. 1,955,000 1,983,445 Galt Middle School Joint Powers Authority Special Tax, CFD No. 1, Refunding, 5.40%, 9/01/12 ................................................................................. 1,955,000 2,000,493 Garden Grove Agency Community Development Tax Allocation, Garden Grove Community Project, Refunding, AMBAC Insured, 4.25%, 10/01/13 ............................................... 2,025,000 2,066,897 Golden State Tobacco Securitization Corp. Tobacco Settlement Revenue, Asset-Backed, ETM, 5.00%, 6/01/12 .......................................................................... 1,500,000 1,573,140 Huntington Beach PFAR, Lease Capital Improvement Refinancing Project, Refunding, Series B, AMBAC Insured, 4.125%, 8/01/14 ......................................................................... 2,140,000 2,177,728 4.25%, 8/01/15 .......................................................................... 2,080,000 2,117,024 Inland Empire Solid Waste Financing Authority Revenue, Landfill Improvement Financing Project, Series B, FSA Insured, ETM, 6.25%, 8/01/11 ..................................... 670,000 697,751 Inland Empire Tobacco Asset Securitization Corp. Revenue, Series A, 5.00%, 6/01/21 ......... 11,995,000 11,378,817 Annual Report | 57 Franklin California Tax-Free Trust STATEMENT OF INVESTMENTS, JUNE 30, 2008 (CONTINUED) FRANKLIN CALIFORNIA INTERMEDIATE-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------------------------------- ---------------- --------------- MUNICIPAL BONDS (CONTINUED) CALIFORNIA (CONTINUED) Irvine 1915 Act GO, AD No. 03-19, Group 2, Refunding, 4.875%, 9/02/16 ......................................................................... $ 1,000,000 $ 959,260 5.00%, 9/02/18 .......................................................................... 1,000,000 945,000 5.125%, 9/02/19 ......................................................................... 1,000,000 938,750 Irvine 1915 Act Special Assessment, AD No. 00-18, Group 2, 4.375%, 9/02/10 ................................................................ 885,000 890,496 Group 2, 4.70%, 9/02/12 ................................................................. 1,475,000 1,470,501 Group 2, 4.80%, 9/02/13 ................................................................. 1,175,000 1,171,205 Group 2, 5.125%, 9/02/17 ................................................................ 1,705,000 1,678,573 Group 3, 4.75%, 9/02/15 ................................................................. 1,000,000 964,610 Group 3, 5.00%, 9/02/17 ................................................................. 1,000,000 969,900 Irvine USD Financing Authority Special Tax, Series A, 4.70%, 9/01/15 .......................................................................... 1,095,000 1,039,911 4.80%, 9/01/17 .......................................................................... 1,400,000 1,319,528 4.875%, 9/01/18 ......................................................................... 1,570,000 1,472,173 5.00%, 9/01/20 .......................................................................... 1,150,000 1,068,534 Kings River Conservation District Pine Flat Power Revenue, Refunding, Series E, 5.125%, 1/01/18 ................................................................................. 1,735,000 1,762,829 Lake Elsinore PFA Tax Allocation Revenue, Lake Elsinore Redevelopment Projects, Series A, FSA Insured, 5.40%, 9/01/08 ............. 330,000 330,485 Series A, 5.00%, 9/01/09 ................................................................ 645,000 658,397 Lake Elsinore School Financing Authority Revenue, Refunding, 6.00%, 9/01/11 ................ 1,000,000 1,003,970 Lancaster COP, School District Project, Refunding, FSA Insured, 5.125%, 4/01/14 ............ 2,000,000 2,041,900 Lemon Grove CDA Tax Allocation, 1998, Refunding, 5.20%, 8/01/08 ............................ 215,000 215,361 Loma Linda Hospital Revenue, Loma Linda University Medical Center, Series A, 5.00%, 12/01/19 ................................................................................ 5,000,000 4,952,650 Long Beach Bond Finance Authority Natural Gas Purchase Revenue, Series A, 5.00%, 11/15/17 ................................................................................ 3,950,000 3,800,137 Long Beach Community College District GO, Election of 2002, Series B, FGIC Insured, 5.00%, 5/01/17 ................................................................................. 1,000,000 1,061,630 Los Angeles Convention and Exhibition Center Authority Lease Revenue, Refunding, Series A, AMBAC Insured, 3.00%, 8/15/12 ........................................................... 4,525,000 4,425,224 Los Angeles County MTA Sales Tax Revenue, Proposition A, first tier senior, Refunding, Series A, FSA Insured, 5.00%, 7/01/15 ................................................... 5,345,000 5,473,761 Los Angeles County Sanitation Districts Financing Authority Revenue, Capital Project, Refunding, Series A, FSA Insured, 5.00%, 10/01/17 ....................................... 1,000,000 1,051,170 Los Angeles USD, GO, Election of 2004, Series F, FGIC Insured, 5.00%, 7/01/21 ................................ 5,975,000 6,206,232 Refunding, MBIA Insured, 5.25%, 7/01/13 ................................................. 3,500,000 3,783,430 Refunding, Series A-1, FGIC Insured, 5.00%, 7/01/21 ..................................... 10,895,000 11,271,640 Refunding, Series A-1, FGIC Insured, 5.00%, 7/01/25 ..................................... 6,265,000 6,402,141 Refunding, Series A-2, FGIC Insured, 5.00%, 7/01/22 ..................................... 5,000,000 5,135,350 M-S-R Public Power Agency San Juan Project Revenue, Refunding, Series I, MBIA Insured, 4.25%, 7/01/11 .......................................................................... 5,055,000 5,198,107 5.00%, 7/01/18 .......................................................................... 1,000,000 1,025,680 Marina Joint Powers Financing Authority MFHR, Abrams B Apartments Financing, Mandatory Put 11/15/16, FNMA Insured, 3.90%, 11/15/36 ......................................................................... 3,440,000 3,381,967 3.95%, 11/15/36 ......................................................................... 1,450,000 1,430,628 58 | Annual Report Franklin California Tax-Free Trust STATEMENT OF INVESTMENTS, JUNE 30, 2008 (CONTINUED) FRANKLIN CALIFORNIA INTERMEDIATE-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------------------------------- ---------------- --------------- MUNICIPAL BONDS (CONTINUED) CALIFORNIA (CONTINUED) Metropolitan Water District of Southern California Waterworks Revenue, Series A, 5.00%, 7/01/26 ................................................................................. $ 7,790,000 $ 8,087,188 Montebello USD, GO, Capital Appreciation, FGIC Insured, zero cpn., 8/01/18 ................................................................................. 1,455,000 892,410 8/01/19 ................................................................................. 1,480,000 855,455 Moreno Valley USD, GO, Capital Appreciation, Refunding, MBIA Insured, zero cpn., 8/01/24 ....................... 7,500,000 3,148,875 Election of 2004, Series A, FSA Insured, 5.00%, 8/01/17 ................................. 2,000,000 2,174,320 Election of 2004, Series A, FSA Insured, 5.00%, 8/01/18 ................................. 2,300,000 2,500,468 Moulton-Niguel Water District GO, Consolidated, Refunding, AMBAC Insured, 5.00%, 9/01/16 ................................................................................. 3,520,000 3,714,269 Nevada County COP, Refunding, MBIA Insured, 4.125%, 10/01/12 ............................... 1,040,000 1,062,287 Orange County CFD No. 2002-1 Special Tax, Ladera Ranch, Series A, 4.60%, 8/15/14 .......................................................................... 1,000,000 972,420 4.75%, 8/15/15 .......................................................................... 1,000,000 971,730 4.90%, 8/15/16 .......................................................................... 1,285,000 1,252,207 Orange County CFD No. 2003-1 Special Tax, Ladera Ranch, Series A, 4.90%, 8/15/17 .......................................................................... 1,000,000 963,620 5.10%, 8/15/18 .......................................................................... 1,000,000 969,970 Orange County CFD No. 2004-1 Special Tax, Ladera Ranch, Series A, 4.70%, 8/15/18 .......................................................................... 1,765,000 1,624,224 4.80%, 8/15/19 .......................................................................... 1,945,000 1,787,144 4.85%, 8/15/20 .......................................................................... 2,000,000 1,832,880 Orange County CFD No. 86-2 Special Tax, Rancho Santa Margarita, Refunding, Series A, 5.375%, 8/15/12 ......................................................................... 1,500,000 1,504,890 Oroville Hospital Revenue, Oroville Hospital, Series A, California Mortgage Insured, 5.125%, 12/01/12 ................................................................................ 1,435,000 1,436,794 Oxnard Harbor District Revenue, Series A, 5.10%, 8/01/14 ................................... 1,000,000 976,670 Palm Desert Financing Authority Tax Allocation Revenue, Project Area No. 1, As Amended, Series A, MBIA Insured, 5.00%, 4/01/23 .................. 7,690,000 7,822,806 Refunding, MBIA Insured, 4.75%, 8/01/18 ................................................. 1,050,000 1,070,496 Pomona RDA Tax Allocation, Mountain Meadows Redevelopment Project, Refunding, Series X, 5.35%, 12/01/16 ......................................................................... 1,000,000 1,060,370 Rancho Mirage Joint Powers Financing Authority Revenue, Eisenhower Medical Center, Series A, 5.00%, 7/01/16 ................................................................................. 1,420,000 1,483,715 7/01/21 ................................................................................. 1,695,000 1,710,882 Redlands USD, GO, Election of 2002, FSA Insured, 5.00%, 7/01/19 ............................ 1,000,000 1,045,330 Richmond Joint Powers Financing Authority Revenue, Multiple Redevelopment Projects, Series B, ETM, 5.35%, 5/15/13 ........................................................... 1,720,000 1,812,209 Riverside County COP, Capital Improvement, Family Law, Refunding, Series A, FGIC Insured, 5.00%, 11/01/18 ................................................................................ 1,540,000 1,589,465 11/01/19 ................................................................................ 1,615,000 1,655,714 Riverside USD, GO, Election of 2001, Series A, FGIC Insured, 4.00%, 2/01/13 ................ 1,000,000 1,009,140 Sacramento City USD, GO, Election of 1999, Series D, FSA Insured, 5.00%, 7/01/19 ........... 1,465,000 1,531,408 Sacramento MUD Financing Authority Revenue, Cosumnes Project, MBIA Insured, 5.00%, 7/01/21 ................................................................................. 3,305,000 3,298,721 Annual Report | 59 Franklin California Tax-Free Trust STATEMENT OF INVESTMENTS, JUNE 30, 2008 (CONTINUED) FRANKLIN CALIFORNIA INTERMEDIATE-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------------------------------- ---------------- --------------- MUNICIPAL BONDS (CONTINUED) CALIFORNIA (CONTINUED) San Bernardino County COP, Medical Center Financing Project, Refunding, 6.00%, 8/01/09 ..... $ 1,335,000 $ 1,382,606 San Carlos School District GO, Election of 2005, Series A, MBIA Insured, 5.00%, 10/01/22 ... 3,215,000 3,328,972 San Francisco City and County Airports Commission International Airport Revenue, Issue 34D, Refunding, Second Series, 5.25%, 5/01/26 ................................................ 5,425,000 5,495,254 San Joaquin County COP, General Hospital Project, Refunding, MBIA Insured, 5.00%, 9/01/17 ....................... 1,000,000 1,015,490 Solid Waste System Facilities Projects, MBIA Insured, 5.00%, 4/01/17 .................... 1,340,000 1,387,932 San Joaquin Hills Transportation Corridor Agency Toll Road Revenue, Capital Appreciation, Refunding, Series A, 5.60%, 1/15/16 .......................................................................... 3,000,000 3,029,280 MBIA Insured, zero cpn., 1/15/26 ........................................................ 19,000,000 6,704,720 San Jose Airport Revenue, Refunding, Series B, AMBAC Insured, 5.00%, 3/01/24 ................................................................................. 3,490,000 3,506,822 3/01/25 ................................................................................. 3,665,000 3,669,874 3/01/26 ................................................................................. 3,850,000 3,836,333 San Jose MFHR, Countrybrook Project, Refunding, Series A, FNMA Insured, 4.95%, 4/01/12 ..... 4,100,000 4,127,060 San Jose RDA Tax Allocation, Merged Area Redevelopment Project, Series B, XLCA Insured, 5.00%, 8/01/26 .......................................................................... 8,000,000 7,831,920 San Marcos Public Facilities Authority Revenue, Senior Tax Increment Project Area 3, Series A, MBIA Insured, ETM, 5.10%, 10/01/09 .................................................................... 515,000 532,958 Pre-Refunded, 5.30%, 10/01/11 ........................................................... 350,000 377,227 Sanger USD, GO, Election of 2006, Series A, FSA Insured, 5.00%, 8/01/19 ................................................................................. 1,325,000 1,406,845 8/01/20 ................................................................................. 1,510,000 1,590,604 Santa Ana USD, GO, Election of 1999, Series B, FGIC Insured, zero cpn., 8/01/14 ............ 3,125,000 2,410,094 Santa Clara 1915 Act, Reassessment District 187, Refunding, Series 1, 5.25%, 9/02/11 ....... 1,410,000 1,430,558 Santa Monica-Malibu USD, COP, Series C, MBIA Insured, 4.00%, 5/01/12 .......................................................................... 525,000 532,413 4.25%, 5/01/14 .......................................................................... 840,000 852,482 4.25%, 5/01/15 .......................................................................... 875,000 885,194 4.25%, 11/01/15 ......................................................................... 670,000 677,806 South County Regional Wastewater Authority Revenue, Regional Wastewater Facilities Project, Refunding, FSA Insured, 3.25%, 8/01/11 .................................................. 1,000,000 1,007,280 South Gate PFA Tax Allocation Revenue, South Gate Redevelopment Project No. 1, XLCA Insured, 5.00%, 9/01/16 ............................................................ 1,845,000 1,881,107 South Gate PFA Water Revenue, Refunding, Series A, FGIC Insured, 5.45%, 10/01/08 ........... 1,040,000 1,047,103 Southern California Public Power Authority Natural Gas Project Revenue, Project No. 1, Series A, 5.25%, 11/01/19 ............................................................... 1,500,000 1,503,705 Stockton Revenue, O'Connor Woods Housing Corp., Series A, 5.375%, 11/01/11 ................. 840,000 849,232 Tobacco Securitization Authority Northern California Tobacco Settlement Revenue, Asset-Backed Bonds, Series B, ETM, 4.25%, 6/01/09 ..................................................................... 880,000 900,434 ETM, 4.50%, 6/01/11 ..................................................................... 1,540,000 1,604,341 Pre-Refunded, 4.60%, 6/01/12 ............................................................ 1,760,000 1,838,390 Pre-Refunded, 4.70%, 6/01/13 ............................................................ 1,500,000 1,570,965 Pre-Refunded, 4.80%, 6/01/14 ............................................................ 725,000 761,308 Torrance Hospital Revenue, Torrance Memorial Medical Center, Series A, 5.10%, 6/01/12 ...... 1,000,000 1,041,620 60 | Annual Report Franklin California Tax-Free Trust STATEMENT OF INVESTMENTS, JUNE 30, 2008 (CONTINUED) FRANKLIN CALIFORNIA INTERMEDIATE-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------------------------------- ---------------- --------------- MUNICIPAL BONDS (CONTINUED) CALIFORNIA (CONTINUED) University of California Regents Medical Center Pooled Revenue, Series D, 5.00%, 5/15/24 ... $ 7,000,000 $ 7,186,200 University of California Revenues, Limited Project, Series B, FSA Insured, 5.00%, 5/15/21 .................................. 5,000,000 5,200,550 Multiple Purpose Projects, Series N, FGIC Insured, 4.00%, 9/01/12 ....................... 1,380,000 1,395,484 Vista USD, GO, Election of 2002, Series C, FSA Insured, 5.00%, 8/01/22 ................................................................................. 1,755,000 1,842,434 8/01/25 ................................................................................. 1,395,000 1,448,568 West Contra Costa USD, GO, Series B, FSA Insured, 4.00%, 8/01/12 ........................... 1,875,000 1,926,825 Whittier Health Facility Revenue, Presbyterian Intercommunity Hospital, ETM, 5.00%, 6/01/11 ..................................................................... 1,060,000 1,117,441 ETM, 5.00%, 6/01/12 ..................................................................... 2,225,000 2,366,866 Pre-Refunded, 5.00%, 6/01/13 ............................................................ 2,335,000 2,504,451 Yucaipa Valley Water District Water System Revenue COP, Series A, MBIA Insured, 5.00%, 9/01/15 .......................................................................... 1,080,000 1,128,805 5.25%, 9/01/20 .......................................................................... 1,325,000 1,382,214 --------------- 515,430,127 --------------- U.S. TERRITORIES 2.7% PUERTO RICO 1.4% Puerto Rico Commonwealth GO, Public Improvement, FSA Insured, 5.25%, 7/01/16 ............... 2,500,000 2,680,200 Puerto Rico Electric Power Authority Power Revenue, Series WW, 5.375%, 7/01/23 ............. 5,000,000 5,142,100 --------------- 7,822,300 --------------- VIRGIN ISLANDS 1.3% Virgin Islands PFAR, senior lien, Fund Loan Notes, Refunding, Series A, 5.40%, 10/01/12 ................................... 4,150,000 4,200,506 Refunding, Series A, 5.30%, 10/01/11 .................................................... 1,000,000 1,012,400 Virgin Islands Water and Power Authority Water System Revenue, Refunding, 5.00%, 7/01/09 ................................................................................. 1,500,000 1,533,930 --------------- 6,746,836 --------------- TOTAL U.S. TERRITORIES ..................................................................... 14,569,136 --------------- TOTAL MUNICIPAL BONDS BEFORE SHORT TERM INVESTMENTS (COST $528,192,360) .................... 529,999,263 --------------- SHORT TERM INVESTMENTS 3.5% MUNICIPAL BONDS 3.5% CALIFORNIA 3.5% (b) California Health Facilities Financing Authority Revenue, Adventist Health, Refunding, Series C, MBIA Insured, Daily VRDN and Put, 7.75%, 9/01/15 ................................................................................. 100,000 100,000 Adventist Hospital, Series A, MBIA Insured, Daily VRDN and Put, 7.75%, 9/01/28 .......... 500,000 500,000 (b) California Infrastructure and Economic Development Bank Revenue, Asian Art Museum Foundation, MBIA Insured, Daily VRDN and Put, 7.75%, 6/01/34 ............................ 7,400,000 7,400,000 (b) California State Department of Water Resources Power Supply Revenue, Series C-7, FSA Insured, Weekly VRDN and Put, 1.30%, 5/01/22 ............................................ 2,600,000 2,600,000 (b) California State GO, Series A-3, Daily VRDN and Put, 2.16%, 5/01/33 ........................ 200,000 200,000 (b) East Bay MUD Water System Revenue, Refunding, Sub Series A-3, Weekly VRDN and Put, 1.25%, 6/01/38 .......................................................................... 1,000,000 1,000,000 Annual Report | 61 Franklin California Tax-Free Trust STATEMENT OF INVESTMENTS, JUNE 30, 2008 (CONTINUED) FRANKLIN CALIFORNIA INTERMEDIATE-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ---------------------------------------------------------- ---------------- --------------- SHORT TERM INVESTMENTS (CONTINUED) MUNICIPAL BONDS (CONTINUED) CALIFORNIA (CONTINUED) (b) Los Angeles Water and Power Revenue, Refunding, Sub Series B-1, Weekly VRDN and Put, 1.30%, 7/01/34 .......................................................................... $ 600,000 $ 600,000 Orange County Recovery COP, Series A, MBIA Insured, ETM, 6.00%, 7/01/08 .................... 1,500,000 1,500,000 (b) Orange County Special Financing Authority Teeter Plan Revenue, Series D, AMBAC Insured, Weekly VRDN and Put, 7.85%, 11/01/14 ........................... 2,300,000 2,300,000 Series E, AMBAC Insured, Weekly VRDN and Put, 7.85%, 11/01/14 ........................... 2,100,000 2,100,000 (b) Richmond Wastewater Revenue, Refunding, Series B, AMBAC Insured, Weekly VRDN and Put, 7.00%, 8/01/37 .......................................................................... 1,300,000 1,300,000 --------------- TOTAL SHORT TERM INVESTMENTS (COST $19,600,000) ............................................ 19,600,000 --------------- TOTAL INVESTMENTS (COST $547,792,360) 99.2% ................................................ 549,599,263 OTHER ASSETS, LESS LIABILITIES 0.8% ........................................................ 4,685,579 --------------- NET ASSETS 100.0% .......................................................................... $ 554,284,842 =============== See Selected Portfolio Abbreviations on page 72. (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. 62 | Annual Report Franklin California Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN CALIFORNIA LIMITED-TERM TAX-FREE INCOME FUND Year Ended June 30, --------------------------------------------------- CLASS A 2008 2007 2006 2005 2004(a) - ------- ------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ................. $ 9.86 $ 9.80 $ 9.94 $ 9.91 $ 10.00 ------- ------- ------- ------- ------- Income from investment operations(b): Net investment income(c) ........................ 0.31 0.27 0.21 0.15 0.11 Net realized and unrealized gains (losses) ...... 0.05 0.06 (0.14) 0.03 (0.10) ------- ------- ------- ------- ------- Total from investment operations ................... 0.36 0.33 0.07 0.18 0.01 ------- ------- ------- ------- ------- Less distributions from net investment income ...... (0.28) (0.27) (0.21) (0.15) (0.10) ------- ------- ------- ------- ------- Redemption fees .................................... --(d) -- -- --(d) -- ------- ------- ------- ------- ------- Net asset value, end of year ....................... $ 9.94 $ 9.86 $ 9.80 $ 9.94 $ 9.91 ======= ======= ======= ======= ======= Total return(e) .................................... 3.64% 3.45% 0.74% 1.81% 0.06% RATIOS TO AVERAGE NET ASSETS(f) Expenses before waiver and payments by affiliates .. 1.24% 1.26% 1.10% 1.05% 1.20% Expenses net of waiver and payments by affiliates .. 0.49% 0.50% 0.50% 0.50% 0.50% Net investment income .............................. 3.08% 2.74% 2.10% 1.48% 1.30% SUPPLEMENTAL DATA Net assets, end of year (000's) .................... $24,883 $12,044 $11,149 $16,318 $16,244 Portfolio turnover rate ............................ 6.55% 17.44% 24.19% 5.43% 7.42% (a) For the period September 2, 2003 (commencement of operations) to June 30, 2004. (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) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (f) Ratios are annualized for periods less than one year. The accompanying notes are an integral part of these financial statements. Annual Report | 63 Franklin California Tax-Free Trust STATEMENT OF INVESTMENTS, JUNE 30, 2008 FRANKLIN CALIFORNIA LIMITED-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ----------------------------------------------------- ---------------- --------------- MUNICIPAL BONDS 51.6% CALIFORNIA 41.2% Alameda-Contra Costa Transit District COP, FHR Computer System Project, 4.00%, 8/01/12 ..... $ 600,000 $ 606,288 Brea and Olinda USD, GO, Election of 1999, Series A, FGIC Insured, 2.60%, 8/01/09 .......... 120,000 120,215 California Educational Facilities Authority Revenue, Santa Clara University, Refunding, Series A, FSA Insured, 2.625%, 9/01/09 ............................................................ 100,000 100,804 California Health Facilities Financing Authority Revenue, Catholic Healthcare West, Series G, 5.00%, 7/01/09 ...................................... 750,000 771,517 Sutter Health, Series A, 5.00%, 8/15/12 ................................................. 1,000,000 1,058,970 California State Economic Recovery GO, Series A, 5.00%, 1/01/09 .......................................................................... 415,000 421,964 5.25%, 7/01/13 .......................................................................... 200,000 216,292 California State GO, Refunding, 5.00%, 4/01/15 .......................................................................... 500,000 532,005 FSA Insured, 5.25%, 2/01/10 ............................................................. 445,000 463,597 California Statewide CDA Revenue, Viewpoint School, Refunding, ACA Insured, 3.50%, 10/01/08 ................................................................................ 320,000 320,304 California Statewide Communities Development Authority PCR, Southern California Education Co., Mandatory Put 4/01/13, Refunding, Series A, XLCA Insured, 4.10%, 4/01/28 ........... 500,000 483,555 Fontana PFA Lease Revenue, AMBAC Insured, 5.00%, 9/01/14 ................................... 375,000 401,194 Foothill-De Anza Community College District GO, Election of 1999, Series B, 2.60%, 8/01/08 ................................................................................. 100,000 100,073 Glendora PFAR Tax Allocation, Project No. 1, Refunding, Series A, MBIA Insured, 2.125%, 9/01/08 ................................................................................. 105,000 105,014 Hercules RDA Tax Allocation Revenue, Series A, AMBAC Insured, 5.00%, 8/01/14 ............... 500,000 529,215 Long Beach Bond Finance Authority Natural Gas Purchase Revenue, Series A, 5.00%, 11/15/09 ................................................................................ 400,000 403,924 Los Angeles County Sanitation Districts Financing Authority Revenue, Capital Project, Refunding, Series A, FSA Insured, 4.00%, 10/01/08 ....................................... 500,000 502,780 Lynwood USD, GO, Election of 2002, Series A, FSA Insured, 4.00%, 8/01/10 ................... 100,000 102,751 Manteca USD Special Tax, CFD No. 89-1, AMBAC Insured, 2.50%, 9/01/08 ....................... 250,000 250,262 North Orange County Community College District GO, Election of 2002, Series B, FGIC Insured, 2.125%, 8/01/08 ......................................................................... 500,000 499,970 Poway RDA Tax Allocation, Paguay Redevelopment Project, Series A, MBIA Insured, 3.00%, 6/15/09 ................................................................................. 100,000 100,907 Rio Linda Unified Elementary School District, Election of 2002, Series A, FSA Insured, 4.00%, 8/01/10 ................................................................................. 100,000 102,751 Sacramento Power Authority Cogeneration Project Revenue, Refunding, AMBAC Insured, 4.00%, 7/01/08 ................................................................................. 1,000,000 1,000,000 Santa Clara County Financing Authority Revenue, El Camino, Series B, AMBAC Insured, 5.00%, 2/01/15 ................................................................................. 1,025,000 1,071,074 --------------- 10,265,426 --------------- U.S. TERRITORIES 10.4% GUAM 1.0% Guam International Airport Authority Revenue, Series A, MBIA Insured, 2.375%, 10/01/08 ..... 250,000 249,465 --------------- PUERTO RICO 9.4% Puerto Rico Commonwealth GO, Public Improvement, Mandatory Put 7/01/08, Refunding, Series C, MBIA Insured, 5.00%, 7/01/28 .................................................. 370,000 370,000 Puerto Rico Commonwealth Government Development Bank Revenue, senior notes, Series B, 5.00%, 12/01/08 ......................................................................... 600,000 605,286 64 | Annual Report Franklin California Tax-Free Trust STATEMENT OF INVESTMENTS, JUNE 30, 2008 (CONTINUED) FRANKLIN CALIFORNIA LIMITED-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, Series WW, 5.25%, 7/01/13 .............. $ 1,000,000 $ 1,049,160 Puerto Rico PBA Revenue Guaranteed, Mandatory Put 7/01/17, Refunding, AMBAC Insured, 5.50%, 7/01/35 .......................................................................... 300,000 307,050 --------------- 2,331,496 --------------- TOTAL U.S. TERRITORIES ..................................................................... 2,580,961 --------------- TOTAL MUNICIPAL BONDS BEFORE SHORT TERM INVESTMENTS (COST $12,877,600) ..................... 12,846,387 --------------- SHORT TERM INVESTMENTS 40.0% MUNICIPAL BONDS 40.0% CALIFORNIA 40.0% (a) Anaheim COP, Refunding, Weekly VRDN and Put, 7.75%, 8/01/19 ................................ 300,000 300,000 (a) Bay Area Toll Authority Toll Bridge Revenue, San Francisco Bay Area, Series A, AMBAC Insured, Weekly VRDN and Put, 5.75%, 4/01/39 ............................ 450,000 450,000 Series B-1, AMBAC Insured, Weekly VRDN and Put, 7.25%, 4/01/45 .......................... 200,000 200,000 Series C, AMBAC Insured, Weekly VRDN and Put, 5.75%, 4/01/45 ............................ 200,000 200,000 (a) California Health Facilities Financing Authority Revenue, Adventist Health, Refunding, Series C, MBIA Insured, Daily VRDN and Put, 7.75%, 9/01/15 .............................................................................. 300,000 300,000 Adventist Hospital, Series A, MBIA Insured, Daily VRDN and Put, 7.75%, 9/01/28 .......... 300,000 300,000 Adventist Hospital, Series B, MBIA Insured, Daily VRDN and Put, 7.75%, 9/01/28 .......... 200,000 200,000 (a) California HFAR, MFH, Series D, Daily VRDN and Put, 2.85%, 2/01/31 ......................... 655,000 655,000 (a) California State Department of Water Resources Power Supply Revenue, Series B-4, Daily VRDN and Put, 2.00%, 5/01/22 .......................................... 700,000 700,000 Series B-5, Daily VRDN and Put, 2.16%, 5/01/22 .......................................... 100,000 100,000 (a) California State Economic Recovery Revenue, Series C-3, Daily VRDN and Put, 2.16%, 7/01/23 .......................................... 200,000 200,000 Series C-16, FSA Insured, Weekly VRDN and Put, 1.25%, 7/01/23 ........................... 200,000 200,000 (a) Irvine 1915 Act Special Assessment, AD No. 03-19, Series A, Daily VRDN and Put, 1.60%, 9/02/29 .............................. 300,000 300,000 AD No. 93-14, Daily VRDN and Put, 2.14%, 9/02/25 ........................................ 500,000 500,000 (a) Los Angeles Convention and Exhibition Center Authority Lease Revenue, Refunding, Series F, AMBAC Insured, Weekly VRDN and Put, 7.25%, 8/15/21 ...................................... 500,000 500,000 (a) Los Angeles Water and Power Revenue, Refunding, Sub Series B-1, Weekly VRDN and Put, 1.30%, 7/01/34 .......................................................................... 300,000 300,000 (a) Metropolitan Water District of Southern California Waterworks Revenue, Authorization, Series B, Weekly VRDN and Put, 1.30%, 7/01/28 ............................ 400,000 400,000 Refunding, Series B-3, Daily VRDN and Put, 2.16%, 7/01/35 ............................... 500,000 500,000 Series B, Weekly VRDN and Put, 1.30%, 7/01/27 ........................................... 200,000 200,000 (a) Orange County Special Financing Authority Teeter Plan Revenue, Series D, AMBAC Insured, Weekly VRDN and Put, 7.85%, 11/01/14 .................................................... 1,000,000 1,000,000 (a) Oxnard Financing Authority Lease Revenue, Civic Center Phase 2 Project, AMBAC Insured, Weekly VRDN and Put, 6.00%, 6/01/36 ..................................................... 400,000 400,000 (a) Pasadena COP, City Hall and Park Improvement Projects, AMBAC Insured, Weekly VRDN and Put, 5.00%, 2/01/33 .......................................................................... 1,000,000 1,000,000 Annual Report | 65 Franklin California Tax-Free Trust STATEMENT OF INVESTMENTS, JUNE 30, 2008 (CONTINUED) FRANKLIN CALIFORNIA LIMITED-TERM TAX-FREE INCOME FUND PRINCIPAL AMOUNT VALUE ----------------------------------------------------- ---------------- --------------- SHORT TERM INVESTMENTS (CONTINUED) MUNICIPAL BONDS (CONTINUED) CALIFORNIA (CONTINUED) (a) San Francisco City and County GO, Laguna Honda Hospital, Series D, MBIA Insured, Weekly VRDN and Put, 5.00%, 6/15/30 ..................................................... $ 500,000 $ 500,000 (a) Southern California Public Power Authority Power Project Revenue, Palo Verde Project, Refunding, Series C, AMBAC Insured, Weekly VRDN and Put, 8.00%, 7/01/17 ................. 550,000 550,000 --------------- TOTAL SHORT TERM INVESTMENTS (COST $9,955,000) ............................................. 9,955,000 --------------- TOTAL INVESTMENTS (COST $22,832,600) 91.6% ................................................. 22,801,387 --------------- OTHER ASSETS, LESS LIABILITIES 8.4% ........................................................ 2,081,710 --------------- NET ASSETS 100.0% .......................................................................... $ 24,883,097 =============== See Selected Portfolio Abbreviations on page 72. (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. 66 | Annual Report Franklin California Tax-Free Trust FINANCIAL HIGHLIGHTS FRANKLIN CALIFORNIA TAX-EXEMPT MONEY FUND YEAR ENDED JUNE 30, ---------------------------------------------------- CLASS A 2008 2007 2006 2005 2004 - ------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ......................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 -------- -------- -------- -------- -------- Income from investment operations - net investment income .. 0.024 0.029 0.023 0.012 0.004 Less distributions from net investment income .............. (0.024) (0.029) (0.023) (0.012) (0.004) -------- -------- -------- -------- -------- Net asset value, end of year ............................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 -------- -------- -------- -------- -------- Total return(a) ............................................ 2.43% 2.97% 2.33% 1.20% 0.38% RATIOS TO AVERAGE NET ASSETS Expenses ................................................... 0.54% 0.55% 0.55% 0.56% 0.56% Net investment income ...................................... 2.37% 2.94% 2.30% 1.22% 0.38% SUPPLEMENTAL DATA Net assets, end of year (000's) ............................ $709,264 $658,903 $610,593 $688,121 $631,895 (a) 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 | 67 Franklin California Tax-Free Trust STATEMENT OF INVESTMENTS, JUNE 30, 2008 FRANKLIN CALIFORNIA TAX-EXEMPT MONEY FUND PRINCIPAL AMOUNT VALUE ----------------------------------------- ---------------- --------------- MUNICIPAL BONDS 99.1% CALIFORNIA 94.3% (a) Antelope Valley-East Kern Water Agency COP, Series A-2, Weekly VRDN and Put, 1.25%, 6/01/37 $ 7,000,000 $ 7,000,000 (a) Butte County Housing Authority MFR, Pine Tree Apartment Project, Weekly VRDN and Put, 1.45%, 12/01/10 ......................................................................... 717,000 717,000 (b) California Communities Note Program Note Participation Revenue, Series A-3, TRAN, 3.00%, 6/30/09 ................................................................................. 15,000,000 15,200,100 (a) California Health Facilities Financing Authority Revenue, Stanford Hospital, Series C, FSA Insured, Weekly VRDN and Put, 1.35%, 11/15/36 ....................................... 9,000,000 9,000,000 California Infrastructure and Economic Development Bank Revenue, J. Paul Getty Trust, Mandatory Put 4/01/09, Refunding, Series A1, 1.70%, 10/01/47 ............................ 17,600,000 17,600,000 (a) Series B, Daily VRDN and Put, 1.90%, 4/01/33 ............................................ 800,000 800,000 (a) California PCFA, PCR, Pacific Gas and Electric Co., Refunding, Series C, Daily VRDN and Put, 1.70%, 11/01/26 ......................................................................... 7,500,000 7,500,000 California School Cash Reserve Program Authority COP, 2007-2008 TRAN, Series A, 4.25%, 7/01/08 ................................................ 12,000,000 12,000,000 (b) Series A, 3.00%, 7/06/09 ................................................................ 8,000,000 8,108,080 (a) California State Department of Water Resources Power Supply Revenue, Series C-4, Weekly VRDN and Put, 1.40%, 5/01/22 ......................................... 5,000,000 5,000,000 Series C-8, Weekly VRDN and Put, 1.20%, 5/01/22 ......................................... 7,600,000 7,600,000 Series C-10, Weekly VRDN and Put, 1.30%, 5/01/22 ........................................ 23,000,000 23,000,000 Series C-12, Weekly VRDN and Put, 1.60%, 5/01/22 ........................................ 18,800,000 18,800,000 Series C-15, Weekly VRDN and Put, 1.20%, 5/01/22 ........................................ 5,000,000 5,000,000 (a) California State Economic Development Financing Authority Revenue, KQED Inc. Project, Refunding, Weekly VRDN and Put, 1.35%, 4/01/20 .......................................... 810,000 810,000 (a) California State Economic Recovery GO, Series C-1, Daily VRDN and Put, 2.85%, 7/01/23 ...... 1,100,000 1,100,000 (a) California State Economic Recovery Revenue, Series C-3, Daily VRDN and Put, 2.16%, 7/01/23 .......................................... 400,000 400,000 Series C-11, Weekly VRDN and Put, 1.05%, 7/01/23 ........................................ 4,255,000 4,255,000 California State GO, (a) Kindergarten-University, Public, Refunding, Series A-6, Weekly VRDN and Put, 1.20%, 5/01/34 .............................................................................. 1,500,000 1,500,000 (a) Kindergarten-University, Public, Refunding, Series B-4, Weekly VRDN and Put, 1.20%, 5/01/34 .............................................................................. 2,100,000 2,100,000 (a) Kindergarten-University, Refunding, Series A-3, Daily VRDN and Put, 2.85%, 5/01/34 ...... 2,500,000 2,500,000 (a) Kindergarten-University, Series A-10, Weekly VRDN and Put, 1.20%, 5/01/34 ............... 2,800,000 2,800,000 Pre-Refunded, 5.10%, 2/01/34 ............................................................ 2,420,000 2,488,688 (a) Series A-1, Daily VRDN and Put, 2.85%, 5/01/33 .......................................... 4,000,000 4,000,000 (a) Series A-3, Daily VRDN and Put, 2.16%, 5/01/33 .......................................... 4,000,000 4,000,000 (a) Series B-1, Weekly VRDN and Put, 1.28%, 5/01/33 ......................................... 5,000,000 5,000,000 (a) Series B-3, Weekly VRDN and Put, 1.35%, 5/01/33 ......................................... 4,600,000 4,600,000 (a) Series C-2, Weekly VRDN and Put, 1.50%, 5/01/33 ......................................... 6,700,000 6,700,000 (a) California Statewide CDA Revenue, John Muir Health, Refunding, Series A, Asset Guaranteed, Daily VRDN and Put, 1.60%, 8/15/36 .............................................................................. 2,600,000 2,600,000 John Muir Health, Refunding, Series C, Daily VRDN and Put, 1.90%, 8/15/27 ............... 3,800,000 3,800,000 Series A, Assured Guaranty, Weekly VRDN and Put, 1.33%, 3/01/37 ......................... 5,000,000 5,000,000 Sweep Loan Program, Refunding, Series A, Weekly VRDN and Put, 1.29%, 8/01/35 ............ 1,050,000 1,050,000 Touro University Project, Refunding, Weekly VRDN and Put, 1.45%, 9/01/29 ................ 2,000,000 2,000,000 University Retirement Community Project, Daily VRDN and Put, 1.50%, 11/15/38 ............ 1,670,000 1,670,000 68 | Annual Report Franklin California Tax-Free Trust STATEMENT OF INVESTMENTS, JUNE 30, 2008 (CONTINUED) FRANKLIN CALIFORNIA TAX-EXEMPT MONEY FUND PRINCIPAL AMOUNT VALUE ----------------------------------------- ---------------- --------------- MUNICIPAL BONDS (CONTINUED) CALIFORNIA (CONTINUED) (a) California Transportation Finance Authority Revenue, FSA Insured, Weekly VRDN and Put, 1.32%, 10/01/27 ......................................................................... $ 11,305,000 $ 11,305,000 (a) Calleguas-Las Virgines PFAR, Municipal Water District Project, Refunding, Series A, Weekly VRDN and Put, 1.25%, 7/01/37 ..................................................... 8,825,000 8,825,000 (a) Carlsbad USD, COP, School Facility Bridge Funding Program, FSA Insured, Weekly VRDN and Put, 1.80%, 9/01/14 ................................................................................. 400,000 400,000 9/01/23 ................................................................................. 1,900,000 1,900,000 (a) Chico MFMR, Webb Homes Project, Monthly VRDN and Put, 1.65%, 1/01/10 ....................... 545,000 545,000 (a) East Bay MUD Wastewater System Revenue, Refunding, Sub Series A, Weekly VRDN and Put, 1.25%, 6/01/33 .......................................................................... 5,000,000 5,000,000 (a) East Bay MUD Water System Revenue, Refunding, Sub. Series A, FSA Insured, Weekly VRDN and Put, 1.27%, 6/01/25 ..................................................................... 5,000,000 5,000,000 (a) Fremont PFA, COP, Weekly VRDN and Put, 1.35%, 8/01/30 ...................................... 5,100,000 5,100,000 (a) Grant Joint UHSD, COP, Various Bridge Funding Program, FSA Insured, Weekly VRDN and Put, 1.80%, 7/01/37 .......................................................................... 10,000,000 10,000,000 (a) Hillsborough COP, Refunding, Series A, Weekly VRDN and Put, 1.28%, 6/01/30 ................. 700,000 700,000 Imperial Irrigation District Revenue, TECP, Series A, 1.55%, 10/24/08 ...................... 16,500,000 16,500,000 (a) Irvine 1915 Act, AD No. 94-15, Refunding, Daily VRDN and Put, 1.60%, 9/02/20 ............... 3,799,000 3,799,000 (a) Irvine 1915 Act Special Assessment, AD No. 00-18, Series A, Daily VRDN and Put, 1.60%, 9/02/26 .............................. 3,027,000 3,027,000 AD No. 03-19, Series A, Daily VRDN and Put, 1.60%, 9/02/29 .............................. 1,274,000 1,274,000 AD No. 03-19, Series B, Daily VRDN and Put, 2.30%, 9/02/29 .............................. 904,000 904,000 AD No. 93-14, Daily VRDN and Put, 2.14%, 9/02/25 ........................................ 1,456,000 1,456,000 AD No. 94-13, Daily VRDN and Put, 1.60%, 9/02/22 ........................................ 1,800,000 1,800,000 AD No. 97-13, Daily VRDN and Put, 1.60%, 9/02/23 ........................................ 4,554,000 4,554,000 (a) Irvine Public Facilities and Infrastructure Authority Lease Revenue, Capital Improvement Project, Weekly VRDN and Put, 1.31%, 11/01/10 ........................................... 4,950,000 4,950,000 (a) Irvine Ranch Water District COP, Irvine Ranch Water District, Refunding, Daily VRDN and Put, 2.90%, 3/01/32 .......................................................................... 12,000,000 12,000,000 (a) Irvine Ranch Water District GO, Consolidated ID, Daily VRDN and Put, 2.44%, 6/01/15 ..................................... 2,275,000 2,275,000 District Nos. 105, 140, 240 and 250, Daily VRDN and Put, 2.14%, 1/01/21 ................. 6,500,000 6,500,000 (a) Los Angeles COP, Kadima Hebrew Academy, Series A, Weekly VRDN and Put, 1.35%, 8/01/35 ...... 1,300,000 1,300,000 (b) Los Angeles County TRAN, Series A, 3.00%, 6/30/09 .......................................... 12,000,000 12,167,280 (a) Los Angeles Department of Water and Power Revenue, Refunding, Sub Series B-7, Weekly VRDN and Put, 1.23%, 7/01/34 ................................................................. 8,000,000 8,000,000 (a) Los Angeles Department of Water and Power Waterworks Revenue, Refunding, Sub Series B-4, Weekly VRDN and Put, 1.23%, 7/01/35 .......................... 6,650,000 6,650,000 Sub Series B-2, Daily VRDN and Put, 1.60%, 7/01/35 ...................................... 19,550,000 19,550,000 (a) Los Angeles MFR, Casden Project, Series K, Weekly VRDN and Put, 1.35%, 7/01/10 ............. 145,507 145,507 (a) Los Angeles Water and Power Revenue, Power System, Sub Series A-2, Weekly VRDN and Put, 1.50%, 7/01/35 ....................... 2,050,000 2,050,000 Refunding, Sub Series B-2, Weekly VRDN and Put, 1.20%, 7/01/34 .......................... 1,300,000 1,300,000 Refunding, Sub Series B-3, Daily VRDN and Put, 1.65%, 7/01/34 ........................... 1,100,000 1,100,000 (a) Manhattan Beach COP, Refunding, Weekly VRDN and Put, 1.35%, 8/01/32 ........................ 2,500,000 2,500,000 Annual Report | 69 Franklin California Tax-Free Trust STATEMENT OF INVESTMENTS, JUNE 30, 2008 (CONTINUED) FRANKLIN CALIFORNIA TAX-EXEMPT MONEY FUND PRINCIPAL AMOUNT VALUE ----------------------------------------- ---------------- --------------- MUNICIPAL BONDS (CONTINUED) CALIFORNIA (CONTINUED) (a) Metropolitan Water District of Southern California Waterworks Revenue, Refunding, Series A, Weekly VRDN and Put, 1.28%, 7/01/25 ................................ $ 8,660,000 $ 8,660,000 Refunding, Series A-1, Weekly VRDN and Put, 1.20%, 7/01/21 .............................. 3,105,000 3,105,000 Refunding, Series B-1, Daily VRDN and Put, 1.60%, 7/01/35 ............................... 4,450,000 4,450,000 Refunding, Series B-3, Daily VRDN and Put, 2.16%, 7/01/35 ............................... 300,000 300,000 Refunding, Series B-4, Weekly VRDN and Put, 1.26%, 7/01/35 .............................. 7,000,000 7,000,000 Series C, Weekly VRDN and Put, 1.20%, 7/01/28 ........................................... 13,200,000 13,200,000 (a) Monterey Peninsula Water Management District COP, Wastewater Reclamation Project, Weekly VRDN and Put, 1.50%, 7/01/22 ..................................................... 3,600,000 3,600,000 (a) Newport Beach Revenue, Hoag Memorial Presbyterian Hospital, Refunding, Series D, Weekly VRDN and Put, 1.29%, 12/01/40 .................................................... 15,000,000 15,000,000 (a) Oakland COP, Capital Equipment Project, Weekly VRDN and Put, 1.33%, 12/01/15 ............... 4,800,000 4,800,000 (a) Orange County Apartment Development Revenue, Harbor Pointe, Refunding, Issue D, Weekly VRDN and Put, 1.31%, 12/01/22 .................................................... 2,500,000 2,500,000 (a) Orange County Sanitation District COP, Refunding, Series A, Daily VRDN and Put, 1.60%, 8/01/29 ............................................ 8,035,000 8,035,000 Series B, Daily VRDN and Put, 1.60%, 8/01/30 ............................................ 17,900,000 17,900,000 (a) Orange County Water District Revenue COP, Series A, Weekly VRDN and Put, 1.28%, 8/01/41 ................................................................................. 11,700,000 11,700,000 8/01/42 ................................................................................. 1,550,000 1,550,000 (a) Pajaro Valley USD, COP, School Facility Bridge Funding Program, FSA Insured, Weekly VRDN and Put, 1.90%, 9/01/31 ................................................................. 700,000 700,000 (a) Perris UHSD, COP, School Financing Project, FSA Insured, Weekly VRDN and Put, 1.80%, 9/01/33 ................................................................................. 1,185,000 1,185,000 (a) Pittsburg PFA Water Revenue, Refunding, Weekly VRDN and Put, 1.35%, 6/01/35 ................ 4,900,000 4,900,000 (a) Rancho Water District Financing Authority Revenue, Refunding, Series B, Weekly VRDN and Put, 1.50%, 8/01/31 ..................................................................... 3,500,000 3,500,000 (a) Riverside County COP, Riverside County Public Facilities, ACES, Series B, Weekly VRDN and Put, 1.50%, 12/01/15 .................................................................... 3,000,000 3,000,000 Riverside County Teeter Obligation Revenue, TECP, 1.50%, 8/14/08 ........................... 12,900,000 12,900,000 (a) Sacramento County COP, Administration Center and Courthouse Project, Weekly VRDN and Put, 1.32%, 6/01/20 .......................................................................... 13,865,000 13,865,000 Sacramento County GO, TRAN, 4.50%, 7/09/08 ................................................. 10,000,000 10,001,792 (a) Sacramento County Sanitation District Financing Authority Revenue, Series C, Weekly VRDN and Put, 1.35%, 12/01/30 .......................................... 30,100,000 30,100,000 sub. lien, Sanitation District, Refunding, Series E, Weekly VRDN and Put, 1.25%, 12/01/40 ............................................................................. 3,000,000 3,000,000 (a) Sacramento Suburban Water District COP, Refunding, Series A-2, Weekly VRDN and Put, 1.28%, 11/01/28 ......................................................................... 3,000,000 3,000,000 (a) San Bernardino County Flood Control District Judgment Obligation Revenue, Refunding, Weekly VRDN and Put, 1.50%, 8/01/37 ..................................................... 2,000,000 2,000,000 (a) San Diego County COP, Weekly VRDN and Put, 1.35%, 11/01/30 ................................. 1,400,000 1,400,000 (a) San Diego County Regional Transportation Commission Sales Tax Revenue, Limited Tax, Refunding, Series A, Weekly VRDN and Put, 1.25%, 4/01/38 ................................ 1,100,000 1,100,000 (a) San Jose RDAR, Merged Area Redevelopment Project, Series A, Weekly VRDN and Put, 1.26%, 7/01/26 ........................................... 5,400,000 5,400,000 Series B, Weekly VRDN and Put, 1.20%, 7/01/26 ........................................... 11,500,000 11,500,000 Series B, Weekly VRDN and Put, 1.35%, 8/01/32 ........................................... 1,300,000 1,300,000 70 | Annual Report Franklin California Tax-Free Trust STATEMENT OF INVESTMENTS, JUNE 30, 2008 (CONTINUED) FRANKLIN CALIFORNIA TAX-EXEMPT MONEY FUND PRINCIPAL AMOUNT VALUE ----------------------------------------- ---------------- --------------- MUNICIPAL BONDS (CONTINUED) CALIFORNIA (CONTINUED) (a) Santa Clara County Financing Authority Lease Revenue, Valley Medical Center Facilities Replacement Project, Series B, Weekly VRDN and Put, 1.35%, 11/15/25 ..................... $ 3,500,000 $ 3,500,000 (a) Santa Clara County Housing Authority MFHR, Benton Park Central Apartments, Refunding, Series A, Weekly VRDN and Put, 1.31%, 12/15/25 .......................................... 5,000,000 5,000,000 (a) Santa Clara Electric Revenue, Refunding, Sub Series B, Weekly VRDN and Put, 1.28%, 7/01/27 ................................................................................. 2,000,000 2,000,000 (a) South Placer Wastewater Authority Wastewater Revenue, Refunding, Series B, Weekly VRDN and Put, 1.25%, 11/01/27 ................................................................ 20,000,000 20,000,000 (a) Southern California Public Power Authority Transmission Project Revenue, Southern Transmission, Refunding, Series A, FSA Insured, Weekly VRDN and Put, 1.70%, 7/01/23 ........................... 4,000,000 4,000,000 Series B, FSA Insured, Weekly VRDN and Put, 1.28%, 7/01/23 ........................... 6,600,000 6,600,000 (a) Turlock Irrigation District COP, Capital Improvement and Refunding Project, Daily VRDN and Put, 1.50%, 1/01/31 .......................................................................... 900,000 900,000 Turlock Irrigation District Revenue, TECP, 1.50%, 7/17/08 .................................. 3,000,000 3,000,000 (a) Tustin 1915 Act Special Assessment, Reassessment District No. 95-2, Series A, Daily VRDN and Put, 1.60%, 9/02/13 ................................................................. 8,669,000 8,669,000 (a) Union City MFR, Housing Mission Sierra, Refunding, Series A, Weekly VRDN and Put, 1.31%, 7/15/29 ................................................................................. 4,500,000 4,500,000 University of California Regents Revenue, TECP, 1.45%, 8/14/08 ............................. 6,900,000 6,900,000 (a) Val Verde USD, COP, Refunding, Series A, Weekly VRDN and Put, 1.35%, 3/01/36 ............... 8,400,000 8,400,000 (a) WateReuse Finance Authority Revenue, FSA Insured, Weekly VRDN and Put, 1.32%, 5/01/28 ................................................................................. 16,670,000 16,670,000 (a) West Basin Municipal Water District Revenue COP, Refunding, Series A-1, Weekly VRDN and Put, 1.29%, 8/01/27 ..................................................................... 10,000,000 10,000,000 --------------- 669,066,447 --------------- U.S. TERRITORY 4.8% PUERTO RICO 4.8% Puerto Rico Commonwealth GO, Public Improvement, Mandatory Put 7/01/08, Refunding, Series C, MBIA Insured, 5.00%, 7/01/28 ................ 5,000,000 5,000,000 (a) Refunding, Series A-3, FSA Insured, Daily VRDN and Put, 1.80%, 7/01/29 .................. 200,000 200,000 (a) Refunding, Series A-4, FSA Insured, Daily VRDN and Put, 1.80%, 7/01/31 .................. 1,000,000 1,000,000 (a) Refunding, Series B, Daily VRDN and Put, 1.80%, 7/01/32 ................................. 10,000,000 10,000,000 (a) Puerto Rico Commonwealth Highway and Transportation Authority Transportation Revenue, Refunding, Series A, Weekly VRDN and Put, 1.45%, 7/01/28 ................................ 6,500,000 6,500,000 (a) Puerto Rico Commonwealth Revenue, Refunding, Series A-9, Daily VRDN and Put, 1.32%, 7/01/34 ................................................................................. 11,000,000 11,000,000 --------------- 33,700,000 --------------- TOTAL MUNICIPAL BONDS (COST $702,766,447) .................................................. 702,766,447 OTHER ASSETS, LESS LIABILITIES 0.9% ........................................................ 6,497,721 --------------- NET ASSETS 100.0% .......................................................................... $ 709,264,168 =============== See Selected Portfolio Abbreviations on page 72. (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) Security purchased on a when-issued basis. See Note 1(b). The accompanying notes are an integral part of these financial statements. Annual Report | 71 Franklin California Tax-Free Trust STATEMENT OF INVESTMENTS, JUNE 30, 2008 SELECTED PORTFOLIO ABBREVIATIONS 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. BART - Bay Area Rapid Transit CDA - Community Development Authority/Agency CFD - Community Facilities District COP - Certificate of Participation CRDA - Community Redevelopment Authority/Agency ETM - Escrow to Maturity FGIC - Financial Guaranty Insurance Co. FNMA - Federal National Mortgage Association FSA - Financial Security Assurance Inc. GNMA - Government National Mortgage Association GO - General Obligation HFA - Housing Finance Authority/Agency HFAR - Housing Finance Authority Revenue ID - Improvement District MBIA - Municipal Bond Investors Assurance Corp. MFH - Multi-Family Housing MFHR - Multi-Family Housing Revenue MFMR - Multi-Family Mortgage Revenue MFR - Multi-Family Revenue MTA - Metropolitan Transit Authority MUD - Municipal Utility District PBA - Public Building Authority PCFA - Pollution Control Financing Authority PCR - Pollution Control Revenue PFA - Public Financing Authority PFAR - Public Financing Authority Revenue RDA - Redevelopment Agency/Authority RDAR - Redevelopment Agency Revenue SFM - Single Family Mortgage SFMR - Single Family Mortgage Revenue TECP - Tax-Exempt Commercial Paper TRAN - Tax and Revenue Anticipation Note UHSD - Unified/Union High School District USD - Unified/Union School District XLCA - XL Capital Assurance The accompanying notes are an integral part of these financial statements. 72 | Annual Report Franklin California Tax-Free Trust FINANCIAL STATEMENTS STATEMENTS OF ASSETS AND LIABILITIES June 30, 2008 FRANKLIN FRANKLIN FRANKLIN CALIFORNIA CALIFORNIA FRANKLIN CALIFORNIA INTERMEDIATE-TERM LIMITED-TERM CALIFORNIA INSURED TAX-FREE TAX-FREE TAX-FREE TAX-EXEMPT INCOME FUND INCOME FUND INCOME FUND MONEY FUND ---------------- ----------------- ------------ ------------ Assets: Investments in securities: Cost .............................................. $2,018,474,195 $547,792,360 $22,832,600 $702,766,447 -------------- ------------ ----------- ------------ Value ............................................. $2,073,161,546 $549,599,263 $22,801,387 $702,766,447 Cash ................................................. 584,260 3,505,383 44,203 45,630,333 Receivables: Investment securities sold ........................ 2,847,398 -- -- -- Capital shares sold ............................... 2,551,522 2,982,425 2,082,551 1,729,666 Interest .......................................... 29,278,138 7,016,326 196,485 1,487,382 Affiliates ........................................ -- -- 5,852 -- -------------- ------------ ----------- ------------ Total assets ................................... 2,108,422,864 563,103,397 25,130,478 751,613,828 -------------- ------------ ----------- ------------ Liabilities: Payables: Investment securities purchased ................... 12,522,878 5,560,913 -- 35,475,460 Capital shares redeemed ........................... 3,755,388 2,262,364 205,569 6,433,086 Affiliates ........................................ 1,350,336 352,961 -- 300,693 Distributions to shareholders ..................... 2,427,730 564,706 15,333 60,415 Professional fees ................................. 62,715 25,067 20,215 26,028 Accrued expenses and other liabilities ............... 123,501 52,544 6,264 53,978 -------------- ------------ ----------- ------------ Total liabilities .............................. 20,242,548 8,818,555 247,381 42,349,660 -------------- ------------ ----------- ------------ Net assets, at value ........................ $2,088,180,316 $554,284,842 $24,883,097 $709,264,168 ============== ============ =========== ============ Net assets consist of: Paid-in capital ...................................... $2,034,834,242 $555,701,514 $25,062,772 $709,295,402 Undistributed net investment income (distributions in excess of net investment income) ............... (145,237) 287,034 56,127 -- Net unrealized appreciation (depreciation) ........... 54,687,351 1,806,903 (31,213) -- Accumulated net realized gain (loss) ................. (1,196,040) (3,510,609) (204,589) (31,234) -------------- ------------ ----------- ------------ Net assets, at value ........................ $2,088,180,316 $554,284,842 $24,883,097 $709,264,168 ============== ============ =========== ============ The accompanying notes are an integral part of these financial statements. Annual Report | 73 Franklin California Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED) June 30, 2008 FRANKLIN FRANKLIN FRANKLIN CALIFORNIA CALIFORNIA FRANKLIN CALIFORNIA INTERMEDIATE-TERM LIMITED-TERM CALIFORNIA INSURED TAX-FREE TAX-FREE TAX-FREE TAX-EXEMPT INCOME FUND INCOME FUND INCOME FUND MONEY FUND ---------------- ----------------- ------------ ------------ CLASS A: Net assets, at value ................................. $1,875,898,056 $517,442,612 $24,883,097 $709,264,168 -------------- ------------ ----------- ------------ Shares outstanding ................................... 153,835,823 45,930,974 2,502,337 709,294,725 -------------- ------------ ----------- ------------ Net asset value per share(a) ......................... $ 12.19 $ 11.27 $ 9.94 $ 1.00 -------------- ------------ ----------- ------------ Maximum offering price per share (net asset value per share / 95.75%, 97.75%, 97.75% and 100%, respectively) ............................... $ 12.73 $ 11.53 $ 10.17 $ 1.00 CLASS B: Net assets, at value ................................. $ 48,875,169 -------------- Shares outstanding ................................... 3,987,697 -------------- Net asset value and maximum offering price per share(a) ...................................... $ 12.26 -------------- CLASS C: Net assets, at value ................................. $ 163,407,091 $ 36,842,230 -------------- ------------ Shares outstanding ................................... 13,262,724 3,262,894 -------------- ------------ Net asset value and maximum offering price per share(a) ...................................... $ 12.32 $ 11.29 -------------- ------------ (a) Redemption price is equal to net asset value less contingent deferred sales charges, if applicable, and redemption fees retained by the Funds. The accompanying notes are an integral part of these financial statements. 74 | Annual Report Franklin California Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF OPERATIONS for the year ended June 30, 2008 FRANKLIN FRANKLIN FRANKLIN CALIFORNIA CALIFORNIA FRANKLIN CALIFORNIA INTERMEDIATE-TERM LIMITED-TERM CALIFORNIA INSURED TAX-FREE TAX-FREE TAX-FREE TAX-EXEMPT INCOME FUND INCOME FUND INCOME FUND MONEY FUND ---------------- ----------------- ------------ ------------ Investment income: Interest ............................................. $101,941,165 $23,399,424 $ 555,086 $20,669,144 ------------ ----------- --------- ----------- Expenses: Management fees (Note 3a) ............................ 9,534,229 2,593,205 77,575 3,441,754 Administrative fees (Note 3b) ........................ -- -- 31,030 -- Distribution fees: (Note 3c) Class A ........................................... 1,865,778 488,311 22,316 -- Class B ........................................... 348,797 -- -- -- Class C ........................................... 964,122 191,300 -- -- Transfer agent fees (Note 3e) ........................ 539,332 185,742 16,195 268,912 Custodian fees ....................................... 30,788 7,698 215 10,554 Reports to shareholders .............................. 75,098 28,566 2,378 31,687 Registration and filing fees ......................... 11,744 6,196 4,214 5,422 Professional fees .................................... 75,118 29,827 24,379 33,603 Trustees' fees and expenses .......................... 60,687 15,032 410 20,964 Other ................................................ 118,900 64,098 14,769 38,816 ------------ ----------- --------- ----------- Total expenses ................................. 13,624,593 3,609,975 193,481 3,851,712 Expenses waived/paid by affiliates (Note 3f) ... -- -- (116,744) -- ------------ ----------- --------- ----------- Net expenses ................................ 13,624,593 3,609,975 76,737 3,851,712 ------------ ----------- --------- ----------- Net investment income .................... 88,316,572 19,789,449 478,349 16,817,432 ------------ ----------- --------- ----------- Realized and unrealized gains (losses): Net realized gain (loss) from investments ............ 1,805,353 (188,726) -- (5,363) Net change in unrealized appreciation (depreciation) on investments .................................... (50,951,854) (3,989,373) 43,612 -- ------------ ----------- --------- ----------- Net realized and unrealized gain (loss) ................. (49,146,501) (4,178,099) 43,612 (5,363) ------------ ----------- --------- ----------- Net increase (decrease) in net assets resulting from operations ...................................... $ 39,170,071 $15,611,350 $ 521,961 $16,812,069 ------------ ----------- --------- ----------- The accompanying notes are an integral part of these financial statements. Annual Report | 75 Franklin California Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF CHANGES IN NET ASSETS FRANKLIN CALIFORNIA FRANKLIN CALIFORNIA INSURED INTERMEDIATE-TERM TAX-FREE INCOME FUND TAX-FREE INCOME FUND YEAR ENDED JUNE 30, YEAR ENDED JUNE 30, ------------------------------- --------------------------- 2008 2007 2008 2007 -------------- -------------- ------------ ------------ Increase (decrease) in net assets: Operations: Net investment income ............................... $ 88,316,572 $ 84,814,026 $ 19,789,449 $ 18,092,055 Net realized gain (loss) from investments ........... 1,805,353 479,220 (188,726) (824,806) Net change in unrealized appreciation (depreciation) on investments .................... (50,951,854) 6,157,833 (3,989,373) 2,493,355 -------------- -------------- ------------ ------------ Net increase (decrease) in net assets resulting from operations ..................... 39,170,071 91,451,079 15,611,350 19,760,604 -------------- -------------- ------------ ------------ Distributions to shareholders from: Net investment income: Class A .......................................... (80,334,698) (77,084,097) (18,451,219) (17,341,633) Class B .......................................... (2,018,683) (2,440,278) -- -- Class C .......................................... (5,492,590) (5,080,702) (949,254) (884,836) -------------- -------------- ------------ ------------ Total distributions to shareholders .................... (87,845,971) (84,605,077) (19,400,473) (18,226,469) -------------- -------------- ------------ ------------ Capital share transactions: (Note 2) Class A .......................................... 109,413,411 53,086,761 62,821,795 (6,879,252) Class B .......................................... (9,067,886) (10,190,789) -- -- Class C .......................................... 27,534,725 5,455,724 10,074,524 1,795,959 -------------- -------------- ------------ ------------ Total capital share transactions ....................... 127,880,250 48,351,696 72,896,319 (5,083,293) -------------- -------------- ------------ ------------ Redemption fees ........................................ 14,774 2,737 5,999 2,856 -------------- -------------- ------------ ------------ Net increase (decrease) in net assets ......... 79,219,124 55,200,435 69,113,195 (3,546,302) Net assets: Beginning of year ...................................... 2,008,961,192 1,953,760,757 485,171,647 488,717,949 -------------- -------------- ------------ ------------ End of year ............................................ $2,088,180,316 $2,008,961,192 $554,284,842 $485,171,647 ============== ============== ============ ============ Undistributed net investment income (distributions in excess of net investment income) included in net assets: End of year ............................................ $ (145,237) $ (243,504) $ 287,034 $ (84,882) ============== ============== ============ ============ The accompanying notes are an integral part of these financial statements. 76 | Annual Report Franklin California Tax-Free Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED) FRANKLIN CALIFORNIA FRANKLIN CALIFORNIA LIMITED-TERM TAX-EXEMPT TAX-FREE INCOME FUND MONEY FUND YEAR ENDED JUNE 30, YEAR ENDED JUNE 30, ------------------------- ----------------------------- 2008 2007 2008 2007 ----------- ----------- ------------- -------------- Increase (decrease) in net assets: Operations: Net investment income ............................... $ 478,349 $ 301,122 $ 16,817,432 $ 19,267,011 Net realized gain (loss) from investments ........... -- (8,600) (5,363) -- Net change in unrealized appreciation (depreciation) on investments .................... 43,612 80,065 -- -- ----------- ----------- ------------- ------------- Net increase (decrease) in net assets resulting from operations ............................... 521,961 372,587 16,812,069 19,267,011 ----------- ----------- ------------- ------------- Distributions to shareholders from net investment income .............................................. (426,918) (305,975) (16,817,432) (19,267,011) Capital share transactions (Note 2) .................... 12,743,732 828,517 50,366,184 48,310,312 ----------- ----------- ------------- ------------- Redemption fees ........................................ 1 -- -- -- ----------- ----------- ------------- ------------- Net increase (decrease) in net assets ............ 12,838,776 895,129 50,360,821 48,310,312 Net assets: Beginning of year ...................................... 12,044,321 11,149,192 658,903,347 610,593,035 ----------- ----------- ------------- ------------- End of year ............................................ $24,883,097 $12,044,321 $ 709,264,168 $ 658,903,347 =========== =========== ============= ============= Undistributed net investment income included in net assets: End of year ............................................ $ 56,127 $ 4,696 $ -- $ -- =========== =========== ============= ============= The accompanying notes are an integral part of these financial statements. Annual Report | 77 Franklin California Tax-Free Trust NOTES TO FINANCIAL STATEMENTS 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Franklin California Tax-Free Trust (Trust) is registered under the Investment Company Act of 1940, as amended, (1940 Act) as a diversified, open-end investment company, consisting of four funds (Funds). The classes of shares offered within each of the Funds are indicated below. Each class of shares differs by its initial sales load, contingent deferred sales charges, distribution fees, voting rights on matters affecting a single class and its exchange privilege. CLASS A CLASS A & CLASS C CLASS A, CLASS B & CLASS C - -------------------------------- ------------------------------------- ------------------------------------ Franklin California Limited-Term Franklin California Intermediate-Term Franklin California Insured Tax-Free Tax-Free Income Fund Tax-Free Income Fund Income Fund Franklin California Tax-Exempt Money Fund The following summarizes the Funds' significant accounting policies. A. SECURITY VALUATION Municipal securities generally trade in the over-the-counter market rather than on a securities exchange. The Trust may utilize independent pricing services, quotations from bond dealers, and information with respect to bond and note transactions, to assist in determining a current market value for each security. The Trust's pricing services use valuation models or matrix pricing, which considers information with respect to comparable bond and note transactions, quotations from bond dealers or by reference to other securities that are considered comparable in such characteristics as rating, interest rate and maturity date, to determine current value. Securities in the Franklin California Tax-Exempt Money Fund are valued at amortized cost which approximates market value. This method involves valuing an instrument at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. The Trust has procedures to determine the fair value of individual securities and other assets for which market prices are not readily available or which may not be reliably priced. Methods for valuing these securities may include: fundamental analysis, matrix pricing, discounts from market prices of similar securities, or discounts applied due to the nature and duration of restrictions on the disposition of the securities. Due to the inherent uncertainty of valuations of such securities, the fair values may differ significantly from the values that would have been used had a ready market for such investments existed. Occasionally, events occur between the time at which trading in a security is completed and the close of the NYSE that might call into question the availability (including the reliability) of the value of a portfolio security held by the fund. If such an event occurs, the securities may be valued using fair value procedures, which may include the use of independent pricing services. All security valuation procedures are approved by the Trust's Board of Trustees. 78 | Annual Report Franklin California 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 June 30, 2008, and have determined that no provision for income tax is required in the Funds' financial statements. D. SECURITY TRANSACTIONS, INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS Security transactions are accounted for on trade date. Realized gains and losses on security transactions are determined on a specific identification basis. Interest income and estimated expenses are accrued daily. Amortization of premium and accretion of discount on debt securities are included in interest income. Dividends from net investment income are normally declared daily and distributed monthly to shareholders. Distributions to shareholders are determined according to income tax regulations (tax basis). Distributable earnings determined on a tax basis may differ from earnings recorded in accordance with accounting principles generally accepted in the United States of America. These differences may be permanent or temporary. Permanent differences are reclassified among capital accounts to reflect their tax character. These reclassifications have no impact on net assets or the results of operations. Temporary differences are not reclassified, as they may reverse in subsequent periods. Common expenses incurred by the Trust are allocated among the Funds based on the ratio of net assets of each fund to the combined net assets of the Trust. Fund specific expenses are charged directly to the fund that incurred the expense. Realized and unrealized gains and losses and net investment income, other than 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. Annual Report | 79 Franklin California 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 will be imposed, with some exceptions, on any fund shares that are redeemed or exchanged within seven calendar days following their purchase date. The redemption fee is 2% of the amount redeemed. Such fees are retained by the funds and accounted for as an addition to paid-in capital. 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. 80 | Annual Report Franklin California Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 2. SHARES OF BENEFICIAL INTEREST At June 30, 2008, there were an unlimited number of shares authorized (without par value). Transactions in the Franklin California Tax-Exempt Money Fund's shares were at $1.00 per share. Transactions in the Funds' shares were as follows: FRANKLIN CALIFORNIA FRANKLIN CALIFORNIA INSURED INTERMEDIATE-TERM TAX-FREE INCOME FUND TAX-FREE INCOME FUND --------------------------- -------------------------- SHARES AMOUNT SHARES AMOUNT ----------- ------------- ---------- ------------- CLASS A SHARES: Year ended June 30, 2008 Shares sold ................. 26,443,274 $ 328,888,594 13,016,223 $ 148,492,416 Shares issued in reinvestment of distributions ......... 3,723,380 46,287,251 1,016,666 11,595,555 Shares redeemed ............. (21,388,540) (265,762,434) (8,527,412) (97,266,176) ----------- ------------- ---------- ------------- Net increase (decrease) ..... 8,778,114 $ 109,413,411 5,505,477 $ 62,821,795 =========== ============= ========== ============= Year ended June 30, 2007 Shares sold ................. 17,455,918 $ 220,629,858 7,640,775 $ 87,751,826 Shares issued in reinvestment of distributions ......... 3,462,745 43,770,823 934,758 10,732,062 Shares redeemed ............. (16,721,698) (211,313,920) (9,185,930) (105,363,140) ----------- ------------- ---------- ------------- Net increase (decrease) ..... 4,196,965 $ 53,086,761 (610,397) $ (6,879,252) =========== ============= ========== ============= CLASS B SHARES: Year ended June 30, 2008 Shares sold ................. 69,936 $ 866,284 Shares issued in reinvestment of distributions ......... 103,853 1,298,021 Shares redeemed ............. (900,350) (11,232,191) ----------- ------------- Net increase (decrease) ..... (726,561) $ (9,067,886) =========== ============= Year ended June 30, 2007 Shares sold ................. 7,839 $ 99,798 Shares issued in reinvestment of distributions ......... 125,167 1,589,956 Shares redeemed ............. (935,605) (11,880,543) ----------- ------------- Net increase (decrease) ..... (802,599) $ (10,190,789) =========== ============= CLASS C SHARES: Year ended June 30, 2008 Shares sold ................. 3,725,402 $ 46,696,824 1,323,158 $ 15,093,148 Shares issued in reinvestment of distributions ......... 264,495 3,320,505 44,836 512,396 Shares redeemed ............. (1,792,999) (22,482,604) (484,788) (5,531,020) ----------- ------------- ---------- ------------- Net increase (decrease) ..... 2,196,898 $ 27,534,725 883,206 $ 10,074,524 =========== ============= ========== ============= Year ended June 30, 2007 Shares sold ................. 2,114,348 $ 27,009,041 687,478 $ 7,915,490 Shares issued in reinvestment of distributions ......... 232,714 2,969,972 43,530 500,866 Shares redeemed ............. (1,922,826) (24,523,289) (575,151) (6,620,397) ----------- ------------- ---------- ------------- Net increase (decrease) ..... 424,236 $ 5,455,724 155,857 $ 1,795,959 =========== ============= ========== ============= Annual Report | 81 Franklin California Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 2. SHARES OF BENEFICIAL INTEREST (CONTINUED) FRANKLIN CALIFORNIA LIMITED-TERM FRANKLIN CALIFORNIA TAX-FREE INCOME FUND TAX-EXEMPT ------------------------- MONEY FUND SHARES AMOUNT AMOUNT ---------- ------------ ------------------- CLASS A SHARES: Year ended June 30, 2008 Shares sold ...................................... 2,328,002 $ 23,168,039 $ 671,938,023 Shares issued in reinvestment of distributions ... 25,666 254,869 16,911,703 Shares redeemed .................................. (1,072,790) (10,679,176) (638,483,542) ---------- ------------ ------------- Net increase (decrease) .......................... 1,280,878 $ 12,743,732 $ 50,366,184 ========== ============ ============= Year ended June 30, 2007 Shares sold ...................................... 446,382 $ 4,398,181 $ 541,175,032 Shares issued in reinvestment of distributions ... 20,692 203,904 19,212,287 Shares redeemed .................................. (383,029) (3,773,568) (512,077,007) ---------- ------------ ------------- Net increase (decrease) .......................... 84,045 $ 828,517 $ 48,310,312 ========== ============ ============= 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 Effective January 1, 2008, Franklin California Insured Tax-Free Income Fund and Franklin California Intermediate-Term Tax-Free Income Fund pay an investment management fee to Advisers based on the month-end net assets of each of the funds and Franklin California Tax-Exempt Money 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 - ---------- --------------------------------------------------- 0.625% 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 82 | Annual Report Franklin California Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. TRANSACTIONS WITH AFFILIATES (CONTINUED) A. MANAGEMENT FEES (CONTINUED) Prior to January 1, 2008, Franklin California Insured Tax-Free Income Fund and Franklin California Intermediate-Term Tax-Free Income Fund paid fees to Advisers based on the month-end net assets of each of the funds and Franklin California Tax-Exempt Money Fund paid fees to Advisers based on the average daily net assets of the fund 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 $10 billion 0.440% 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 California 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 The Franklin California Limited-Term Tax-Free Income Fund pays an administrative fee to FT Services of 0.20% per year of the average daily net assets of the fund. Under an agreement with Advisers, FT Services provides administrative services to the Funds, except Franklin California Limited-Term Tax-Free Income Fund. 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 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 each fund's shares up to the maximum annual plan rate for each class. Under the Class A reimbursement distribution plans, costs exceeding the maximum for the current plan year cannot be reimbursed in subsequent periods. Annual Report | 83 Franklin California Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. TRANSACTIONS WITH AFFILIATES (CONTINUED) C. DISTRIBUTION FEES (CONTINUED) In addition, under the funds' compensation distribution plans, the funds pay Distributors for costs incurred in connection with the servicing, sale and distribution of each fund's shares up to the maximum annual plan rate for each class. The maximum annual plan rates, based on the average daily net assets, for each class, are as follows: FRANKLIN CALIFORNIA FRANKLIN CALIFORNIA FRANKLIN CALIFORNIA INSURED INTERMEDIATE-TERM LIMITED-TERM TAX-FREE INCOME FUND TAX-FREE INCOME FUND TAX-FREE INCOME FUND -------------------- -------------------- -------------------- Reimbursement Plans: Class A ......... 0.10% 0.10% -- Compensation Plans: Class A ......... -- -- 0.15% 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 CALIFORNIA FRANKLIN CALIFORNIA INSURED INTERMEDIATE-TERM TAX-FREE INCOME FUND TAX-FREE INCOME FUND -------------------- -------------------- Sales charges retained net of commissions paid to unaffiliated broker/dealers ...... $517,079 $35,172 Contingent deferred sales charges retained .. $106,873 $11,013 FRANKLIN CALIFORNIA FRANKLIN CALIFORNIA LIMITED-TERM TAX-EXEMPT TAX-FREE INCOME FUND MONEY FUND -------------------- ------------------- Sales charges retained net of commissions paid to unaffiliated broker/dealers ...... $6,507 $ -- Contingent deferred sales charges retained .. $5,871 $87,785 E. TRANSFER AGENT FEES For the year ended June 30, 2008, the Funds paid transfer agent fees as noted in the Statements of Operations of which the following amounts were retained by Investor Services: FRANKLIN CALIFORNIA FRANKLIN CALIFORNIA FRANKLIN CALIFORNIA INSURED INTERMEDIATE-TERM LIMITED-TERM FRANKLIN CALIFORNIA TAX-FREE TAX-FREE TAX-FREE TAX-EXEMPT INCOME FUND INCOME FUND INCOME FUND MONEY FUND ------------------- ------------------- ------------------- ------------------- Transfer agent fees .. $320,236 $103,295 $3,217 $175,363 84 | Annual Report Franklin California Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. TRANSACTIONS WITH AFFILIATES (CONTINUED) F. WAIVER AND EXPENSE REIMBURSEMENTS FT Services and Advisers have agreed in advance to waive all or a portion of their respective fees and to assume payment of other expenses through October 31, 2008 for Franklin California Limited-Term Tax-Free Income Fund. Total expenses waived or paid are not subject to reimbursement by the fund subsequent to the fund's fiscal year end. After October 31, 2008, FT Services and Advisers may discontinue this waiver at any time upon notice to the fund's Board of Trustees. 4. INCOME TAXES For tax purposes, capital losses may be carried over to offset future capital gains, if any. At June 30, 2008, the capital loss carryforwards were as follows: FRANKLIN CALIFORNIA FRANKLIN CALIFORNIA INSURED INTERMEDIATE-TERM TAX-FREE INCOME FUND TAX-FREE INCOME FUND -------------------- -------------------- Capital loss carryforwards expiring in: 2009 ............................... $783,847 $ 321,166 2010 ............................... -- 112,465 2011 ............................... -- 145,149 2012 ............................... -- 865,726 2013 ............................... -- 421,949 2015 ............................... -- 1,083,972 2016 ............................... -- 154,257 -------- ---------- $783,847 $3,104,684 ======== ========== FRANKLIN CALIFORNIA LIMITED-TERM FRANKLIN CALIFORNIA TAX-FREE TAX-EXEMPT INCOME FUND MONEY FUND -------------------- -------------------- Capital loss carryforwards expiring in: 2009 ............................... $ -- $21,840 2012 ............................... -- 2,466 2013 ............................... -- 1,565 2015 ............................... 204,589 -- 2016 ............................... -- 5,363 -------- ------- $204,589 $31,234 ======== ======= During the year ended June 30, 2008, the Franklin California Insured Tax-Free Income Fund utilized $1,465,725 of capital loss carryforwards. 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 June 30, 2008, Franklin California Insured Tax-Free Income Fund and Franklin California Intermediate-Term Tax-Free Income Fund deferred realized capital losses of $359,251 and $405,924, respectively. Annual Report | 85 Franklin California Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 4. INCOME TAXES (CONTINUED) On June 30, 2008, Franklin California Intermediate-Term Tax-Free Income Fund and Franklin California Tax-Exempt Money Fund had expired capital loss carryforwards of $69,184 and $9,293, respectively, which were reclassified to paid-in capital. The tax character of distributions paid during the years ended June 30, 2008 and 2007, was as follows: FRANKLIN CALIFORNIA FRANKLIN CALIFORNIA INSURED INTERMEDIATE-TERM TAX-FREE INCOME FUND TAX-FREE INCOME FUND ------------------------- ------------------------- 2008 2007 2008 2007 ----------- ----------- ----------- ----------- Distributions paid from: tax exempt income ... $87,845,971 $84,605,077 $19,400,473 $18,226,469 =========== =========== =========== =========== FRANKLIN CALIFORNIA FRANKLIN CALIFORNIA LIMITED-TERM TAX-EXEMPT TAX-FREE INCOME FUND MONEY FUND ------------------------- ------------------------- 2008 2007 2008 2007 ----------- ----------- ----------- ----------- Distributions paid from: tax exempt income ... $426,918 $305,975 $16,817,432 $19,267,011 ======== ======== =========== =========== At June 30, 2008, the cost of investments, net unrealized appreciation (depreciation) and undistributed tax exempt income for income tax purposes were as follows: FRANKLIN CALIFORNIA FRANKLIN CALIFORNIA INSURED INTERMEDIATE-TERM TAX-FREE INCOME FUND TAX-FREE INCOME FUND -------------------- -------------------- Cost of investments ........................................ $2,017,534,210 $547,754,373 ============== ============ Unrealized appreciation .................................... $ 76,386,356 $ 7,110,829 Unrealized depreciation .................................... (20,759,020) (5,265,939) -------------- ------------ Net unrealized appreciation (depreciation) ................. $ 55,627,336 $ 1,844,890 ============== ============ Distributable earnings - undistributed tax exempt income ... $ 1,289,568 $ 813,754 ============== ============ FRANKLIN CALIFORNIA FRANKLIN CALIFORNIA LIMITED-TERM TAX-EXEMPT TAX-FREE INCOME FUND MONEY FUND -------------------- -------------------- Cost of investments ........................................ $22,832,600 $702,766,447 =========== ============ Unrealized appreciation .................................... $ 46,527 $ -- Unrealized depreciation .................................... (77,740) -- ----------- ------------ Net unrealized appreciation (depreciation) ................. $ (31,213) $ -- =========== ============ Distributable earnings - undistributed tax exempt income ... $ 71,459 $ 60,415 =========== ============ 86 | Annual Report Franklin California Tax-Free Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 4. INCOME TAXES (CONTINUED) Net investment income differs for financial statement and tax purposes primarily due to differing treatments of 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 June 30, 2008, were as follows: FRANKLIN CALIFORNIA FRANKLIN CALIFORNIA FRANKLIN CALIFORNIA INSURED INTERMEDIATE-TERM LIMITED-TERM TAX-FREE INCOME FUND TAX-FREE INCOME FUND TAX-FREE INCOME FUND -------------------- -------------------- -------------------- Purchases $371,186,105 $181,243,869 $7,926,625 Sales $265,072,596 $116,428,052 $ 565,000 6. CONCENTRATION OF RISK Each of the Funds invests a large percentage of its total assets in obligations of issuers within California and U.S. territories. Such concentration may subject the Funds to risks associated with industrial or regional matters, and economic, political or legal developments occurring within California and U.S. territories. 7. NEW ACCOUNTING PRONOUNCEMENT In September 2006, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 157, "Fair Value Measurement" (SFAS 157), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Trust believes the adoption of SFAS 157 will have no material impact on its financial statements. 8. SUBSEQUENT EVENT - UPCOMING ACQUISITIONS/MERGERS On July 10, 2008, the Board of Trustees for the Franklin California Tax-Free Trust approved a proposal to merge Franklin California Limited-Term Tax-Free Income Fund into the Franklin Federal Limited-Term Tax-Free Income Fund, subject to approval by the shareholders of Franklin California Limited-Term Tax-Free Income Fund. Annual Report | 87 Franklin California Tax-Free Trust REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE BOARD OF TRUSTEES AND SHAREHOLDERS OF FRANKLIN CALIFORNIA 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 California Insured Tax-Free Income Fund, Franklin California Intermediate-Term Tax-Free Income Fund, Franklin California Limited-Term Tax-Free Income Fund and Franklin California Tax-Exempt Money Fund (separate portfolios of Franklin California Tax-Free Trust, hereafter referred to as the "Funds") at June 30, 2008, 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 June 30, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP San Francisco, California August 19, 2008 88 | Annual Report Franklin California 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 June 30, 2008. A portion of the Funds' exempt-interest dividends may be subject to the federal alternative minimum tax. In January 2009, shareholders will be notified of amounts for use in preparing their 2008 income tax returns. Annual Report | 89 Franklin California 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 1985 143 Bar-S Foods (meat packing One Franklin Parkway company). San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director of various companies; and FORMERLY, Director, RBC Holdings, Inc. (bank holding company) (until 2002); and President, Chief Executive Officer and Chairman of the Board, General Host Corporation (nursery and craft centers) (until 1998). ROBERT F. CARLSON (1928) Trustee Since 2007 122 None One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Retired; and FORMERLY, Vice President, senior member and past President, Board of Administration, California Public Employees Retirement Systems (CALPERS) (1971-January 2008); member and Chairman of the Board, Sutter Community Hospitals; member, Corporate Board, Blue Shield of California; and Chief Counsel, California Department of Transportation. SAM GINN (1937) Trustee Since 2007 122 Chevron Corporation (global energy One Franklin Parkway company) and ICO Global San Mateo, CA 94403-1906 Communications (Holdings) Limited (satellite company). PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Private investor; and FORMERLY, Chairman of the Board, Vodafone AirTouch, PLC (wireless company); Chairman of the Board and Chief Executive Officer, AirTouch Communications (cellular communications) (1993-1998) and Pacific Telesis Groups (telephone holding company) (1988-1994). EDITH E. HOLIDAY (1952) Trustee Since 2006 143 Hess Corporation (exploration and One Franklin Parkway refining of oil and gas), San Mateo, CA 94403-1906 H.J. 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). 90 | Annual Report NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------------------ --------------- ------------------ ----------------------- ---------------------------------- FRANK W.T. LAHAYE (1929) Trustee Since 1985 122 Center for Creative Land Recycling One Franklin Parkway (brownfield redevelopment). San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: General Partner, Las Olas L.P. (Asset Management); and FORMERLY, Chairman, Peregrine Venture Management Company (venture capital). FRANK A. OLSON (1932) Trustee Since 2007 143 Hess Corporation (exploration and One Franklin Parkway refining of oil and gas) and San Mateo, CA 94403-1906 Sentient Jet (private jet service). PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Chairman Emeritus, The Hertz Corporation (car rental) (since 2000) (Chairman of the Board (1980-2000) and Chief Executive Officer (1977-1999); and FORMERLY, Chairman of the Board, President and Chief Executive Officer, UAL Corporation (airlines). LARRY D. THOMPSON (1945) Trustee Since 2007 143 None One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Vice President - Government Affairs, General Counsel and Secretary, PepsiCo, Inc. (consumer products); and FORMERLY, Director, Delta Airlines (aviation) (2003-2005) and Providian Financial Corp. (credit card provider) (1997-2001); Senior Fellow of The Brookings Institution (2003-2004); Visiting Professor, University of Georgia School of Law (2004); and Deputy Attorney General, U.S. Department of Justice (2001-2003). JOHN B. WILSON (1959) Lead Trustee since 122 None One Franklin Parkway Independent 2006 and Lead San Mateo, CA 94403-1906 Trustee Independent Trustee since January 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); Executive Vice President - Corporate Planning, Northwest Airlines, Inc. (airlines) (1990-1992); and Vice President and Partner, Bain & Company (consulting firm) (1986-1990). Annual Report | 91 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 Trustee since 143 None One Franklin Parkway Chairman of 1985 and San Mateo, CA 94403-1906 the Board Chairman of the Board since 1993 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Chairman of the Board, Member - Office of the Chairman and Director, Franklin Resources, Inc.; Director, Templeton Worldwide, Inc.; and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 42 of the investment companies in Franklin Templeton Investments. **GREGORY E. JOHNSON (1961) Trustee Since 2007 94 None One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director, President and Chief Executive Officer, Franklin Resources, Inc.; President, Templeton Worldwide, Inc.; Director, Templeton Asset Management Ltd.; and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 33 of the investment companies in Franklin Templeton Investments. SHEILA AMOROSO (1959) Vice President Since 1999 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 1999 Not Applicable Not Applicable One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Vice President, Franklin Advisers, Inc.; and officer of eight of the investment companies in Franklin Templeton Investments. JAMES M. DAVIS (1952) Chief Chief Compliance Not Applicable Not Applicable One Franklin Parkway Compliance Officer since 2004 San Mateo, CA 94403-1906 Officer and and Vice Vice President President - AML - AML Compliance 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 46 of the investment companies in Franklin Templeton Investments; and FORMERLY, Director of Compliance, Franklin Resources, Inc. (1994-2001). 92 | Annual Report NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------------------ --------------- ------------------ ----------------------- ---------------------------------- LAURA F. FERGERSON (1962) Treasurer, Treasurer since Not Applicable Not Applicable One Franklin Parkway Chief Financial 2004, Chief San Mateo, CA 94403-1906 Officer and Financial Officer Chief and Chief Accounting Accounting Officer Officer since February 2008 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Vice President, Franklin Templeton Services, LLC; officer of 46 of the investment companies in Franklin Templeton Investments; and FORMERLY, Director and member of Audit and Valuation Committees, Runkel Funds, Inc. (2003-2004); Assistant Treasurer of most of the investment companies in Franklin Templeton Investments (1997-2003); and Vice President, Franklin Templeton Services, LLC (1997-2003). JIMMY D. GAMBILL (1947) Vice President Since February Not Applicable Not Applicable 500 East Broward Blvd. 2008 Suite 2100 Fort Lauderdale, FL 33394-3091 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: President, Franklin Templeton Services, LLC; Senior Vice President, Templeton Worldwide, Inc.; and officer of some of the other subsidiaries of Franklin Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments. 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 director of one of the subsidiaries of Franklin Resources, Inc.; and officer of 46 of the investment companies in Franklin Templeton Investments. RUPERT H. JOHNSON, JR. (1940) President and President since Not Applicable Not Applicable One Franklin Parkway Chief 1993 and Chief San Mateo, CA 94403-1906 Executive Executive Officer Officer - Investment - Investment Management Management since 2002 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Vice Chairman, Member - Office of the Chairman and Director, Franklin Resources, Inc.; Director, Franklin Advisers, Inc. and Templeton Worldwide, Inc.; Senior Vice President, Franklin Advisory Services, LLC; and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 44 of the investment companies in Franklin Templeton Investments. KAREN L. SKIDMORE (1952) Vice President Since 2006 Not Applicable Not Applicable One Franklin Parkway and Secretary San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Associate General Counsel, Franklin Templeton Investments; and officer of 30 of the investment companies in Franklin Templeton Investments. Annual Report | 93 NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------------------ --------------- ------------------ ----------------------- ---------------------------------- CRAIG S. TYLE (1960) Vice President Since 2005 Not Applicable Not Applicable One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: General Counsel and Executive Vice President, Franklin Resources, Inc.; officer of some of the other subsidiaries of Franklin Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments; and FORMERLY, Partner, Shearman & Sterling, LLP (2004-2005); and General Counsel, Investment Company Institute (ICI) (1997-2004). GALEN G. VETTER (1951) Senior Vice Since February Not Applicable Not Applicable 500 East Broward Blvd. President and 2008 Suite 2100 Chief Executive Fort Lauderdale, FL 33394-3091 Officer - Finance and Administration PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Vice President, Franklin Templeton Services, LLC; officer of some of the other subsidiaries of Franklin Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments; and FORMERLY, Managing Director, RSM McGladrey, Inc. (1999-2004); and Partner, McGladrey & Pullen, LLP (1979-1987 and 1991-2004). THOMAS WALSH (1961) Vice President Since 1999 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 Fund'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 2006. 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 1-800/DIAL BEN (1-800/342-5236) TO REQUEST THE SAI. 94 | Annual Report Franklin California Tax-Free Trust SHAREHOLDER INFORMATION BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT At a meeting held February 25, 2008, 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 four 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 a Fund profitability analysis report prepared by management. The Lipper reports compared each Fund's investment performance and expenses with those of other mutual funds deemed comparable to the Fund as selected by Lipper. The Fund profitability analysis report discussed the profitability to Franklin Templeton Investments from its overall U.S. fund operations, as well as on an individual fund-by-fund basis. Included with such profitability analysis report was information on a fund-by-fund basis listing portfolio managers and other accounts they manage, as well as information on management fees charged by the Manager and its affiliates including management's explanation of differences where relevant and a three-year expense analysis with an explanation for any increase in expense ratios. Additional material accompanying such report was a memorandum prepared by management describing project initiatives and capital investments relating to the services provided to the Funds by the Franklin Templeton Investments organization, as well as a memorandum relating to economies of scale and a comparative analysis concerning transfer agent fees charged each Fund. 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 SERVICE. 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 them 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 | 95 Franklin California 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, the high industry ranking given to the Franklin Templeton website, and the firsthand experience of the individual Board members who deal with the shareholder services department in their capacities as shareholders in one or more of the various Franklin Templeton funds. INVESTMENT PERFORMANCE. The Board placed significant emphasis on the investment performance of each Fund in view of its importance to shareholders. While consideration was given to performance reports and discussions with portfolio managers at Board meetings during 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 in comparison with a performance universe selected by Lipper. The following summarizes the performance results for each of the Funds. FRANKLIN CALIFORNIA INSURED TAX-FREE INCOME FUND - The Lipper report for this Fund showed the investment performance of its Class A shares during 2007 and the previous 10 years ended December 31, 2007, in comparison with a performance universe consisting of all retail and institutional California insured municipal debt funds as selected by Lipper. The Lipper report showed that the Fund's income return during 2007 and for the previous three-, five- and 10-year periods on an annualized basis was in the highest quintile of its performance universe. The Lipper report also showed that the Fund's total return during 2007, and for the previous three-, five- and 10-year periods on an annualized basis was in the highest quintile of its performance universe. The Board expressed its satisfaction with such performance. 96 | Annual Report Franklin California Tax-Free Trust SHAREHOLDER INFORMATION (CONTINUED) BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) FRANKLIN CALIFORNIA INTERMEDIATE-TERM TAX-FREE INCOME FUND - The Lipper report for this Fund showed the investment performance of its Class A shares during 2007 and the previous 10 years ended December 31, 2007, in comparison with a performance universe consisting of all retail and institutional California intermediate municipal debt funds as selected by Lipper. Such Lipper report comparison showed that the Fund's income return in 2007 was in the highest quintile and during each of the previous three-, five- and 10-year periods on an annualized basis was in either the highest or second-highest quintile of its performance universe. The Lipper report also showed that the Fund's total return during 2007 was in the second-highest quintile of its performance universe, and for each of the previous three-, five- and 10-year periods on an annualized basis was in the highest or second-highest quintile of its performance universe. The Board expressed its satisfaction with such performance. FRANKLIN CALIFORNIA LIMITED-TERM TAX-FREE INCOME FUND - Lipper compared this Fund's performance to a universe of retail and institutional California short-intermediate municipal debt funds as selected by Lipper during the four years ended December 31, 2007, being the first four full years of operations for this Fund. The Lipper report showed that the Fund's income return throughout this period was in the lowest quintile of such universe. The Lipper report showed the Fund's total return during 2007 to be in the second-highest quintile of its performance universe, with the previous two-year period on an annualized basis being in the second-lowest quintile of its performance universe and the previous three- and four-year periods on an annualized basis being in the lowest quintile of such universe. In explaining such performance, management pointed out the Fund's objective of investing in higher-quality shorter-maturing securities as well as its small size. The Board found such performance to be acceptable in view of management's explanation and also noted that the Fund's expenses had been partially waived or absorbed by management. FRANKLIN CALIFORNIA TAX-EXEMPT MONEY FUND - The Lipper report for this Fund showed its investment performance during 2007 and the 10-year period ended December 31, 2007, in comparison to a performance universe consisting of all retail and institutional California tax-exempt money market funds as selected by Lipper. The Lipper report showed the Fund's total return to be in the second-lowest quintile of its performance universe during 2007, as well as in each of the previous three- and 10-year periods on an annualized basis and to be in the middle quintile for the five-year annualized period. In discussing such performance, management explained that it reflected the Fund's conservative approach, noting that it had no derivative holdings or investments in non-rated or tier 2 securities. The Board found such performance acceptable in view of such factors, noting that the Fund's annualized returns for all such periods were in each case within 9 basis points of the performance universe median as set forth in the Lipper report. COMPARATIVE EXPENSES. Consideration was given to a comparative analysis of the management fees and total expense ratios of each Fund compared with those of a group of other funds selected by Lipper as constituting its appropriate Lipper expense group. Prior to making such Annual Report | 97 Franklin California Tax-Free Trust SHAREHOLDER INFORMATION (CONTINUED) BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) comparison, the Board relied upon a survey showing that the scope of management advisory services covered under the Fund's investment management agreement was similar to those provided by fund managers to other mutual fund groups. In reviewing comparative costs, emphasis was given to each Fund's contractual investment management fee in comparison with the contractual investment management fee rate 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 expense ratio of the Fund in comparison with those of such group. The Lipper contractual investment management fee analysis includes administrative fees as being part of management fees and total expenses for comparative consistency were shown by Lipper for Fund Class A shares in the case of Franklin California Insured Tax-Free Income Fund and California Intermediate-Term Tax-Free Income Fund. The results of such expense comparisons showed that the contractual investment management fee rates of Franklin California Insured Tax-Free Income Fund and Franklin California Intermediate-Term Tax-Free Income Fund were below the median of their Lipper expense groups and their actual total expense ratios were the lowest in their respective Lipper expense groups. The Board was satisfied with the management fee and total expenses of these Funds in comparison to their Lipper expense groups. The Lipper expense comparison for Franklin California Limited-Term Tax-Free Income Fund was not considered to be particularly meaningful in view of this Fund's small size and management's partial waiver or absorption of expenses, which caused actual total expenses to be the lowest in its Lipper expense group. The Lipper expense comparison for Franklin California Tax-Exempt Money Fund showed its contractual investment management fee to be within 1 basis point of its Lipper expense group median, while its actual total expenses were in the second least expensive quintile of such group and the Board found these expenses to be acceptable. 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 Fund. Specific 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, the allocation methodology was consistent with that followed in profitability report presentations for the Funds made in prior years and that the Funds' independent registered public accounting firm had been engaged by the Manager to perform certain procedures on a biennial basis, specified and approved by the Manager and the Funds' Board solely for their purposes and use in reference to the profitability analysis. In reviewing and discussing such analysis, management discussed with the Board its belief that costs incurred in establishing the infrastructure necessary for the type of mutual fund operations conducted by the Manager and its affiliates may not be fully reflected in the expenses allocated to each Fund in determining its profitability, as well 98 | Annual Report Franklin California Tax-Free Trust SHAREHOLDER INFORMATION (CONTINUED) BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) 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 appeared 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 a 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 net assets of Franklin California Limited-Term Tax-Free Income Fund were approximately $13.5 million at December 31, 2007, and with its expenses being partially waived or subsidized by management, the Board did not consider economies of scale to be relevant. The management fee structure, including administrative expenses for the other three Funds provides for a fee of 0.625% on the first $100 million of net assets; 0.50% on the next $150 million of net assets; 0.45% on net assets in excess of $250 million; with additional breakpoints thereafter beginning at the $7.5 billion net asset level. At December 31, 2007, the net assets of Franklin California Insured Tax-Free Income Fund stood at approximately $2 billion, and those of Franklin California Intermediate-Term Tax-Free Income Fund and Franklin California Tax-Exempt Money Fund were approximately $516 million and $724 million, respectively. In discussing these fee levels, management's position was that the existing fee rate reaches a low level quickly, which anticipates economies of scale as assets grow, and in support of such position pointed out the generally favorable effective management fee rate and low total actual expense comparisons for these Funds within their Lipper expense groups 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 these three Funds provides a sharing of benefits with each Fund and its shareholders. Annual Report | 99 Franklin California Tax-Free Trust SHAREHOLDER INFORMATION (CONTINUED) PROXY VOTING POLICIES AND PROCEDURES The Trust 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 1-954/527-7678 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 1-800/SEC-0330. 100 | Annual Report One Franklin Parkway (FRANKLIN TEMPLETON INVESTMENTS(R) LOGO) San Mateo, CA 94403-1906 - - WANT TO RECEIVE THIS DOCUMENT FASTER VIA EMAIL? Eligible shareholders can sign up for eDelivery at franklintempleton.com. See inside for details. ANNUAL REPORT AND SHAREHOLDER LETTER FRANKLIN CALIFORNIA TAX-FREE TRUST INVESTMENT MANAGER Franklin Advisers, Inc. DISTRIBUTOR Franklin Templeton Distributors, Inc. 1-800/DIAL BEN(R) franklintempleton.com SHAREHOLDER SERVICES 1-800/632-2301 Authorized for distribution only when accompanied or preceded by a prospectus. Investors should carefully consider a fund's investment goals, risks, charges and expenses before investing. The prospectus contains this and other information; please read it carefully before investing. To ensure the highest quality of service, telephone calls to or from our service departments may be monitored, recorded and accessed. These calls can be identified by the presence of a regular beeping tone. CAT A2008 08/08 ITEM 2. CODE OF ETHICS. (a) The Registrant has adopted a code of ethics that applies to its principal executive officers and principal financial and accounting officer. (c) N/A (d) N/A (f) Pursuant to Item 12(a)(1), the Registrant is attaching as an exhibit a copy of its code of ethics that applies to its principal executive officers and principal financial and accounting officer. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. (a)(1) The Registrant has an audit committee financial expert serving on its audit committee. (2) The audit committee financial expert is John B. Wilson and he is "independent" as defined under the relevant Securities and Exchange Commission Rules and Releases. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. (a) Audit Fees The aggregate fees paid to the principal accountant for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or for services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements were $122,882 for the fiscal year ended June 30, 2008 and $101,232 for the fiscal year ended June 30, 2007. (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 $0 for the fiscal year ended June 30, 2008 and $46,000 for the fiscal year ended June 30, 2007. 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 $2,524 for the fiscal year ended June 30, 2008 and $0 for the fiscal year ended June 30, 2007. The services for which these fees were paid include 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 $281,553 for the fiscal year ended June 30, 2008 and $0 for the fiscal year ended June 30, 2007. The services for which these fees were paid include 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 $284,077 for the fiscal year ended June 30, 2008 and $46,000 for the fiscal year ended June 30, 2007. (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 Galen G. Vetter, Chief Executive Officer - Finance and Administration, and Laura F. Fergerson, Chief Financial Officer and Chief Accounting Officer (b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Galen G. Vetter, Chief Executive Officer - Finance and Administration, and Laura F. Fergerson, 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 CALIFORNIA TAX-FREE TRUST By /S/GALEN G. VETTER ------------------ Galen G. Vetter Chief Executive Officer - Finance and Administration Date August 27, 2008 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/GALEN G. VETTER ------------------ Galen G. Vetter Chief Executive Officer - Finance and Administration Date August 27, 2008 By /S/LAURA F. FERGERSON --------------------- Laura F. Fergerson Chief Financial Officer and Chief Accounting Officer Date August 27, 2008