UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSRS CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-04986 --------- Franklin Investors Securities 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: 10/31 ------- Date of reporting period: 10/31/08 ---------- ITEM 1. REPORTS TO STOCKHOLDERS. (GRAPHIC) OCTOBER 31, 2008 Franklin Balanced Fund Franklin Convertible Securities Fund Franklin Equity Income Fund Franklin Limited Maturity U.S. Government Securities Fund Franklin Real Return Fund ANNUAL REPORT AND SHAREHOLDER LETTER FRANKLIN INVESTORS SECURITIES 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 Franklin Templeton Investments GAIN FROM OUR PERSPECTIVE(R) Franklin Templeton's distinct multi-manager structure combines the specialized expertise of three world-class investment management groups--Franklin, Templeton and Mutual Series. SPECIALIZED EXPERTISE Each of our portfolio management groups operates autonomously, relying on its own research and staying true to the unique investment disciplines that underlie its success. FRANKLIN. Founded in 1947, Franklin is a recognized leader in fixed income investing and also brings expertise in growth- and value-style U.S. equity investing. TEMPLETON. Founded in 1940, Templeton pioneered international investing and, in 1954, launched what has become the industry's oldest global fund. Today, with offices in over 25 countries, Templeton offers investors a truly global perspective. MUTUAL SERIES. Founded in 1949, Mutual Series is dedicated to a unique style of value investing, searching aggressively for opportunity among what it believes are undervalued stocks, as well as arbitrage situations and distressed securities. TRUE DIVERSIFICATION Because our management groups work independently and adhere to different investment approaches, Franklin, Templeton and Mutual Series funds typically have distinct portfolios. That's why our funds can be used to build truly diversified allocation plans covering every major asset class. RELIABILITY YOU CAN TRUST At Franklin Templeton Investments, we seek to consistently provide investors with exceptional risk-adjusted returns over the long term, as well as the reliable, accurate and personal service that has helped us become one of the most trusted names in financial services. MUTUAL FUNDS | RETIREMENT PLANS | 529 COLLEGE SAVINGS PLANS | SEPARATE ACCOUNTS (GRAPHIC) Not part of the annual report Contents CEO'S MESSAGE ............................................................ 1 ANNUAL REPORT Economic and Market Overview ............................................. 4 Franklin Balanced Fund ................................................... 6 Franklin Convertible Securities Fund ..................................... 18 Franklin Equity Income Fund .............................................. 27 Franklin Limited Maturity U.S. Government Securities Fund ................ 38 Franklin Real Return Fund ................................................ 47 Financial Highlights and Statements of Investments ....................... 56 Financial Statements ..................................................... 91 Notes to Financial Statements ............................................ 100 Report of Independent Registered Public Accounting Firm .................. 117 Tax Designation .......................................................... 118 Board Members and Officers ............................................... 119 Shareholder Information .................................................. 123 A Message from Gregory E. Johnson, President and Chief Executive Officer of Franklin Resources, Inc. October 31, 2008 Dear Shareholder: The enclosed annual report for Franklin Investors Securities Trust covers the 12 months ended October 31, 2008, and I would like to add some comments on market events during this time. Recent market volatility has been jarring to everyone, including those of us who have worked in financial markets for many years. Bank lending around the world seized up, and the fallout impacted venerable firms alongside broader stock and bond indexes. This environment is bound to provoke great concern, but it's equally important to put the latest market developments in perspective. That's why I'd like to offer a few thoughts on these events, our company's approach to investing and the strong health of our organization. A key point to recognize is that global financial turmoil is being addressed by global action. Central banks around the world have coordinated their efforts to cut interest rates and supply liquidity to frozen funding markets. A number of governments have also intervened to rescue major financial institutions or find an orderly way for them to be acquired. Here in the U.S., the Federal Sign up for EDELIVERY of your Shareholder Report Shareholders who are registered at franklintempleton.com can receive this report via email by selecting eDelivery options under "My Profile." Not all accounts are eligible for eDelivery. NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE Not part of the annual report | 1 Reserve and Treasury Department have moved rapidly to establish new programs for easing money market pressures and handling troubled financial assets. The outcome of all these efforts may take a while to be realized, but I believe the latest actions here and abroad mark a significant turning point for global capital markets. It's also important to remember that as daunting as current market conditions may be, we have navigated through other periods of market volatility. U.S. stock markets recorded three bear markets during the 1960s as the nation grappled with the Vietnam War and a turbulent economy.(1) The quintupling of oil prices in 1973 led to a deep U.S. recession and a stock market plunge of 45.1% from January 1973 through December 1974.(1) And the "Black Monday" stock market crash of 1987 remains the largest single-day percentage decline in the history of the Dow Jones Industrial Average.(2) Advice applicable throughout these upheavals remains true today. The late Sir John Templeton, writing 15 years ago, ended a list of his core investment principles with these thoughts: "Do not be fearful or negative too often. . . . For 100 years optimists have carried the day in U.S. stocks. Even in the dark '70s, many professional money managers -- and many individual investors too -- made money in stocks . . . . In this century or the next it's still 'Buy low, sell high.'"(3) Sir John knew these simple concepts were difficult to execute in the face of pessimism. Nonetheless, that is precisely how our Franklin, Templeton and Mutual Series portfolio managers are contending with today's challenging environment. They are using their expertise to sort through investment opportunities, avoiding those firms that have become merely cheap and identifying those firms best positioned to be eventual winners. This kind of rigorous, bottom-up, security-by-security analysis is the fundamental investment discipline practiced across our global platform. These asset management strengths are also the core of our business. Unlike financial firms that have dominated recent headlines, Franklin Templeton derives its revenue primarily from investment management, not investment banking or securities brokerage. Additionally, our assets under management are diversified by investment objective, clientele and geographic region. Diversified positioning helps our firm maintain healthy operating margins even (1.) Source: Ned Davis Research, Inc. (2.) Source: NYSE Euronext. The Dow Jones Industrial Average is price weighted based on the average market price of 30 blue chip stocks of companies that are generally industry leaders. (3.) Source: "16 Rules for Investment Success" by Sir John Templeton. 2 | Not part of the annual report when volatile markets reduce assets under management. It is also important to note that maintaining a strong balance sheet has been a pillar of our management strategy. We have a substantial pool of cash and investments and low levels of debt, and we are in the enviable position of not having to depend on credit to meet our operating needs. In fact, our strong franchise, sound capitalization and minimal leverage recently led Standard & Poor's to raise its credit ratings on Franklin Resources, Inc. (BEN) to the highest level currently applied to a publicly traded asset manager.(4) Franklin Templeton's six-decade growth into a premier global asset manager has given us the conviction that although conditions remain challenging, there are ample reasons to be optimistic about eventual market stabilization and recovery. Being able to take advantage of markets shaken by maximum pessimism has helped our firm develop into an organization that stretches across 29 countries and manages assets for more than 20 million shareholder accounts. In the enclosed annual report for Franklin Investors Securities Trust, the portfolio managers discuss market conditions, investment decisions and Fund performance during the 12 months ended October 31, 2008. The report contains additional performance data and financial information. Our website, FRANKLINTEMPLETON.COM, offers more timely discussions, daily prices, portfolio holdings and other information. We encourage you to discuss your concerns with your financial advisor, who can review your overall portfolio, reassess your goals and help you stay focused on the long term. As times like these illustrate, all securities markets fluctuate, as do fund share prices. We are grateful for the trust you have placed in Franklin Templeton and remain focused on serving your investment needs. Sincerely, /s/ Gregory E. Johnson Gregory E. Johnson President and Chief Executive Officer Franklin Resources, Inc. THIS LETTER REFLECTS OUR ANALYSIS AND OPINIONS AS OF OCTOBER 31, 2008. THE INFORMATION IS NOT A COMPLETE ANALYSIS OF EVERY ASPECT OF ANY MARKET, COUNTRY, INDUSTRY, SECURITY OR FUND. STATEMENTS OF FACT ARE FROM SOURCES CONSIDERED RELIABLE. (4.) Source: Standard & Poor's press release, 10/6/08. Not part of the annual report | 3 Annual Report Economic and Market Overview The events that unfolded during the Funds' fiscal year brought extraordinary volatility and uncertainty to financial markets. Credit market turmoil led to significant losses and writedowns by financial institutions, reduced credit availability and a general global repricing of risk. The credit contraction, continued weakness in the housing market, and significant declines in consumer confidence and consumer spending resulted in a weak and deteriorating economic climate. Job losses mounted and the unemployment rate rose to 6.5% during the reporting period.(1) These factors as well as upward inflationary pressures from a weak U.S. dollar and high food, energy and commodity prices burdened the overall economy for much of the reporting period. The economy contracted in the fourth quarter of 2007, registering a -0.2% annualized growth rate before staging a modest recovery in the first half of 2008. Gross domestic product (GDP) grew at 0.9% and 2.8% annualized rates in the first and second quarters of 2008 largely due to rising exports and increased government spending. However, as the financial turmoil intensified in the third quarter, GDP fell an estimated annualized 0.5%. Oil prices soared to a record high in July, rising above $145 per barrel, before dramatically retreating to $68 by period-end. Many other commodities such as agricultural products and precious and base metals followed similar trends. Although inflation fell late in the review period, it rose 3.7% for the fiscal year, largely due to higher food and energy costs.(1) Core inflation, which excludes such costs, rose at a more moderate 2.2% annual rate; however, this level was above the Federal Reserve Board's (Fed's) informal target range of 1.5%-2.0%.(1) The core personal consumption expenditures price index reported a 12-month increase of 2.1%.(2) Amid a series of events that included massive government intervention, bank and financial institution failures, and emergency funding, the Fed was focused primarily on restoring liquidity and confidence to unsettled financial markets. The Fed hoped to stimulate the sagging economy by cutting interest rates seven times over the 12-month period, bringing the federal funds target rate to 1.00%. It also implemented a series of unconventional measures aimed at easing strained credit conditions that included a $700 billion bailout plan that would allow the U.S. Treasury to purchase bad debt from troubled financial institutions. (1.) Source: Bureau of Labor Statistics. (2.) Source: Bureau of Economic Analysis. 4 | Annual Report Volatility remained high throughout the reporting period but intensified in September as stocks fluctuated wildly and Treasury prices soared. The blue chip stocks of the Dow Jones Industrial Average had a total return of -31.24%, the broader Standard & Poor's 500 Index (S&P 500) a -36.10% total return, and the technology-heavy NASDAQ Composite Index a -39.34% total return.(3) Panicked investors drove the yield on the three-month Treasury bill to a multi-decade low, and LIBOR (London Interbank Offered Rate) rates, which banks charge one another for loans, jumped to record highs. Fixed income spreads generally widened relative to Treasury yields over the period due to heightened market turbulence. Investors continued to seek the relative safety of short- and intermediate-term U.S. Treasury securities as Treasury yields declined and the yield curve steepened. Short-term, two- and five-year yields declined significantly, with the two-year bill yielding 1.56% at the end of October, down from 3.94% a year earlier. Over the same period, the 10-year U.S. Treasury note yield declined from 4.48% to 4.01%. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS AND OPINIONS AS OF OCTOBER 31, 2008. 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. (3.) 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 Dow Jones Industrial Average is price weighted based on the average market price of 30 blue chip stocks of companies that are generally industry leaders. The S&P 500 consists of 500 stocks chosen for market size, liquidity and industry group representation. Each stock's weight in the index is proportionate to its market value. The S&P 500 is one of the most widely used benchmarks of U.S. equity performance. The NASDAQ Composite Index measures all NASDAQ domestic and international based common type stocks listed on The NASDAQ Stock Market. The index is market value weighted and includes more than 3,000 companies. Annual Report | 5 Franklin Balanced Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin Balanced Fund seeks income and capital appreciation by investing in a combination of stocks, convertible securities and fixed income securities. The Fund will normally invest at least 25% of its total assets in equity securities and at least 25% of its total assets in fixed income securities, including money market securities. PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. PLEASE VISIT franklintempleton.com OR CALL (800) 342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. This annual report for Franklin Balanced Fund covers the fiscal year ended October 31, 2008. PERFORMANCE OVERVIEW For the 12 months under review, Franklin Balanced Fund - Class A had a cumulative total return of -34.20%. The Fund performed better than its equity benchmark, the Standard & Poor's 500 Index (S&P 500), which had a -36.10% total return for the same period.(1) However, it underperformed its fixed income benchmark, the Barclays Capital (BC; formerly, Lehman Brothers) U.S. Aggregate Index, which posted a +0.31% total return.(2) You can find the Fund's long-term performance data in the Performance Summary beginning on page 10. INVESTMENT STRATEGY We seek income by investing in a combination of corporate, agency and government bonds issued in the U.S. and other countries, as well as dividend-paying (1.) 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. The S&P 500 consists of 500 stocks chosen for market size, liquidity and industry group representation. Each stock's weight in the index is proportionate to its market value. The S&P 500 is one of the most widely used benchmarks of U.S. equity performance. (2.) Source: (C) 2008 Morningstar. The BC U.S. Aggregate Index represents securities that are SEC-registered, taxable and dollar denominated. The index covers the U.S. investment-grade fixed-rate bond market, with index components for government and corporate securities, mortgage pass-through securities and asset-backed securities. All issues included must have at least one year to final maturity and must be rated investment grade (Baa3 or better) by Moody's Investors Service. They must also be dollar denominated and nonconvertible. Total return includes price appreciation/depreciation and income as a percentage of the original investment. The indexes are unmanaged and include reinvested distributions. One cannot invest directly in an index, nor is an index representative of the Fund's portfolio. 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 60. 6 | Annual Report PORTFOLIO BREAKDOWN Franklin Balanced Fund Based on Total Net Assets as of 10/31/08 (BAR CHART) Common Stocks 40.9% Corporate Bonds 36.5% Convertible Preferred Stocks 6.7% Equity Linked Securities 2.5% Convertible Bonds 2.4% Mortgage-Backed Securities 1.3% Asset-Backed Securities & Commercial Mortgage-Backed Securities 0.3% Preferred Stocks 0.2% Short-Term Investments & Other Net Assets 9.2% DIVIDEND DISTRIBUTIONS* Franklin Balanced Fund 11/1/07-10/31/08 DIVIDEND PER SHARE ------------------------------------------------------- MONTH CLASS A CLASS C CLASS R ADVISOR CLASS - ----- ----------- ----------- ----------- ------------- December** 12.56 cents 10.76 cents 11.93 cents 13.33 cents March 8.50 cents 6.90 cents 8.06 cents 9.23 cents April*** 3.00 cents 2.43 cents 2.83 cents 3.25 cents May 3.00 cents 2.43 cents 2.83 cents 3.25 cents June 3.00 cents 2.43 cents 2.83 cents 3.25 cents July 3.00 cents 2.43 cents 2.83 cents 3.25 cents August 3.00 cents 2.43 cents 2.83 cents 3.25 cents September 3.00 cents 2.49 cents 2.84 cents 3.24 cents October 3.00 cents 2.49 cents 2.84 cents 3.24 cents ----------- ----------- ----------- ----------- TOTAL 42.06 CENTS 34.79 CENTS 39.82 CENTS 45.29 CENTS * All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. ** Includes an additional 4.06 cent per share distribution to meet excise tax requirements. *** Beginning April 2008, the Fund's dividend schedule changed from quarterly to monthly. common stocks and convertible securities. We seek capital appreciation by investing in equity securities and convertible securities of companies from a variety of industries. We will generally invest in investment-grade fixed income securities, but may invest up to 10% of our total assets in nonconvertible bonds rated below investment grade. We apply a "bottom-up" approach to investing in individual securities. We will assess the market price of a company's securities relative to our evaluation of the company's long-term earnings, asset value and cash flow potential. We also consider a company's price/earnings ratio, profit margins and liquidation value. In determining an optimal mix of equity and fixed income investments for the Fund, we assess changing economic, market and industry conditions. MANAGER'S DISCUSSION The S&P 500's decline accelerated in September and October 2008 as the global financial system moved perilously close to a collapse and required substantial global government intervention. Compounding the effects of the credit crisis, the U.S. economic outlook deteriorated significantly, resulting in negative gross domestic product growth expectations. Annual Report | 7 TOP 5 EQUITIES Franklin Balanced Fund 10/31/08 COMPANY % OF TOTAL SECTOR/INDUSTRY NET ASSETS - --------------- ---------- Bank of America Corp. 2.7% FINANCIALS Johnson & Johnson 2.6% HEALTH CARE AT&T Inc. 2.3% TELECOMMUNICATION SERVICES Intel Corp. 2.0% INFORMATION TECHNOLOGY PG&E Corp. 1.9% UTILITIES TOP 5 BONDS Franklin Balanced Fund 10/31/08 COMPANY % OF TOTAL SECTOR/INDUSTRY NET ASSETS - --------------- ---------- JPMorgan Chase & Co. 2.5% FINANCIALS Illinois Power Co. 2.1% UTILITIES Philip Morris International Inc. 1.8% CONSUMER STAPLES Rio Tinto Finance USA Ltd. 1.8% MATERIALS Target Corp. 1.8% CONSUMER DISCRETIONARY The Fund's negative performance was largely due to the severe U.S. equity market decline; the credit crisis, which caused significant bond price declines; and financial sector turmoil, which negatively impacted several holdings. In the financials sector, the subprime mortgage crisis spread quickly and raised concerns about other assets and fears regarding rising credit losses and inadequate reserves. Waning investor confidence and increasing market panic ultimately resulted in the failure of or forced government intervention in several companies including Fannie Mae, Freddie Mac, Lehman Brothers Holdings, American International Group, Washington Mutual and Wachovia. The Fund's equity holdings in some of these companies -- including preferred stock, convertible securities and common stock -- negatively impacted results. Other stock positions that detracted from the Fund's absolute performance were holdings in companies generally viewed as vulnerable to weakening economic activity including 3M, Alcoa and Dow Chemical. On the other hand, stocks that helped Fund performance included Genentech, Wal-Mart Stores and Anheuser-Busch (all sold by period-end). Among the Fund's fixed income holdings, our focus on corporate bonds hampered results. Despite the rally in U.S. Treasury bonds -- with a decline in the 10-year yield from 4.48% at the beginning of the period to 4.01% at period-end - -- corporate yield spreads to Treasuries widened substantially as credit markets seized up, particularly in late September and October. Although the BC U.S. Aggregate Index eked out a total return of +0.31%, it did not reflect the difference between the government and corporate debt markets.(2) As credit markets froze and the financial system neared collapse, investors flocked to the safe haven of U.S. Treasuries, which rallied and delivered a total return of +7.76% as measured by the BC U.S. Treasury Index.(3) In contrast, investment-grade corporate bonds had a -13.82% return as measured by the BC U.S. Corporate Investment Grade Index.(4) (3.) Source: (C) 2008 Morningstar. The BC U.S. Treasury Index is the U.S. Treasury component of the U.S. Government index and covers public obligations of the U.S. Treasury with a remaining maturity of one year or more. (4.) Source: (C) 2008 Morningstar. The BC U.S. Corporate Investment Grade Index is the corporate component of the BC U.S. Credit Index, which includes publicly issued, SEC-registered bonds that meet specified maturity, liquidity and quality requirements. 8 | Annual Report Thank you for your continued participation in Franklin Balanced Fund. We look forward to serving your future investment needs. (PHOTO OF EDWARD D. PERKS) /s/ Edward D. Perks Edward D. Perks, CFA (PHOTO OF ALAN E. MUSCHOTT) /s/ Alan E. Muschott Alan E. Muschott, CFA (PHOTO OF SHAWN LYONS) /s/ Shawn Lyons Shawn Lyons, CFA Portfolio Management Team Franklin Balanced Fund THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF OCTOBER 31, 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, COUNTRY, INDUSTRY, SECURITY OR THE FUND. STATEMENTS OF FACT ARE FROM SOURCES CONSIDERED RELIABLE, BUT THE INVESTMENT MANAGER MAKES NO REPRESENTATION OR WARRANTY AS TO THEIR COMPLETENESS OR ACCURACY. ALTHOUGH HISTORICAL PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, THESE INSIGHTS MAY HELP YOU UNDERSTAND OUR INVESTMENT MANAGEMENT PHILOSOPHY. Annual Report | 9 Performance Summary as of 10/31/08 FRANKLIN BALANCED 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: FBLAX) CHANGE 10/31/08 10/31/07 - ----------------------- ------ -------- -------- Net Asset Value (NAV) -$4.36 $7.00 $11.36 DISTRIBUTIONS (11/1/07-10/31/08) Dividend Income $0.4206 Short-Term Capital Gain $0.2080 Long-Term Capital Gain $0.0346 TOTAL $0.6632 CLASS C (SYMBOL: N/A) CHANGE 10/31/08 10/31/07 - --------------------- ------ -------- -------- Net Asset Value (NAV) -$4.34 $6.96 $11.30 DISTRIBUTIONS (11/1/07-10/31/08) Dividend Income $0.3479 Short-Term Capital Gain $0.2080 Long-Term Capital Gain $0.0346 TOTAL $0.5905 CLASS R (SYMBOL: N/A) CHANGE 10/31/08 10/31/07 - --------------------- ------ -------- -------- Net Asset Value (NAV) -$4.36 $7.00 $11.36 DISTRIBUTIONS (11/1/07-10/31/08) Dividend Income $0.3982 Short-Term Capital Gain $0.2080 Long-Term Capital Gain $0.0346 TOTAL $0.6408 ADVISOR CLASS (SYMBOL: N/A) CHANGE 10/31/08 10/31/07 - --------------------------- ------ -------- -------- Net Asset Value (NAV) -$4.37 $7.01 $11.38 DISTRIBUTIONS (11/1/07-10/31/08) Dividend Income $0.4529 Short-Term Capital Gain $0.2080 Long-Term Capital Gain $0.0346 TOTAL $0.6955 10 | Annual Report Performance Summary (CONTINUED) PERFORMANCE(1) CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURNS AND VALUE OF $10,000 INVESTMENT INCLUDE MAXIMUM SALES CHARGES. CLASS A: 5.75% MAXIMUM INITIAL SALES CHARGE; CLASS C: 1% CONTINGENT DEFERRED SALES CHARGE IN FIRST YEAR ONLY; CLASS R/ADVISOR CLASS: NO SALES CHARGES. CLASS A 1-YEAR INCEPTION (7/3/06) - ------- -------- ------------------ Cumulative Total Return(2) -34.20% -22.47% Average Annual Total Return(3) -37.97% -12.60% Value of $10,000 Investment(4) $ 6,203 $ 7,308 Avg. Ann. Total Return (9/30/08)(5) -27.69% -6.62% Distribution Rate(6) 4.85% 30-Day Standardized Yield(7) 5.89% Total Annual Operating Expenses(8) Without Waiver 1.64% With Waiver 1.04% CLASS C 1-YEAR INCEPTION (7/3/06) - ------- -------- ------------------ Cumulative Total Return(2) -34.69% -23.67% Average Annual Total Return(3) -35.31% -10.95% Value of $10,000 Investment(4) $ 6,469 $ 7,633 Avg. Ann. Total Return (9/30/08)(5) -24.47% -4.78% Distribution Rate(6) 4.29% 30-Day Standardized Yield(7) 5.53% Total Annual Operating Expenses(8) Without Waiver 2.31% With Waiver 1.71% CLASS R 1-YEAR INCEPTION (7/3/06) - ------- -------- ------------------ Cumulative Total Return(2) -34.26% -22.66% Average Annual Total Return(3) -34.26% -10.45% Value of $10,000 Investment(4) $ 6,574 $ 7,734 Avg. Ann. Total Return (9/30/08)(5) -23.35% -4.29% Distribution Rate(6) 4.86% 30-Day Standardized Yield(7) 6.05% Total Annual Operating Expenses(8) Without Waiver 1.81% With Waiver 1.21% Annual Report | 11 Performance Summary (CONTINUED) PERFORMANCE(1) (CONTINUED) ADVISOR CLASS 1-YEAR INCEPTION (7/3/06) - ------------- ------- ------------------ Cumulative Total Return(2) -34.01% -21.86% Average Annual Total Return(3) -34.01% -10.05% Value of $10,000 Investment(4) $ 6,599 $ 7,814 Avg. Ann. Total Return (9/30/08)(5) -23.01% -3.82% Distribution Rate(6) 5.55% 30-Day Standardized Yield(7) 6.58% Total Annual Operating Expenses(8) Without Waiver 1.31% With Waiver 0.71% PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. FOR MOST RECENT MONTH-END PERFORMANCE, SEE "FUNDS AND PERFORMANCE" AT franklintempleton.com OR CALL (800) 342-5236. THE INVESTMENT MANAGER AND ADMINISTRATOR HAVE CONTRACTUALLY AGREED TO WAIVE OR LIMIT THEIR RESPECTIVE FEES AND TO ASSUME AS THEIR OWN EXPENSES CERTAIN EXPENSES OTHERWISE PAYABLE BY THE FUND SO THAT TOTAL ANNUAL FUND OPERATING EXPENSES, EXCLUSIVE OF ACQUIRED FUND FEES AND EXPENSES, DO NOT EXCEED THE AMOUNT SHOWN WITH WAIVER (OTHER THAN CERTAIN NON-ROUTINE EXPENSES OR COSTS, INCLUDING THOSE RELATING TO LITIGATION, INDEMNIFICATION, REORGANIZATIONS AND LIQUIDATIONS), UNTIL 2/28/09. 12 | Annual Report Performance Summary (CONTINUED) TOTAL RETURN INDEX COMPARISON FOR A HYPOTHETICAL $10,000 INVESTMENT Total return represents the change in value of an investment over the periods shown. It includes any applicable maximum sales charge, Fund expenses, account fees and reinvested distributions. The unmanaged indexes include reinvestment of any income or distributions. They differ from the Fund in composition and do not pay management fees or expenses. One cannot invest directly in an index. AVERAGE ANNUAL TOTAL RETURN CLASS A 10/31/08 - ------- -------- 1-Year -37.97% Since Inception (7/3/06) -12.60% CLASS A (7/3/06-10/31/08) (PERFORMANCE GRAPH) FRANKLIN BALANCED S&P 500 BARCLAYS CAPITAL DATE FUND - CLASS A INDEX(9) U.S. AGGREGATE INDEX(9) ---- ----------------- ------------- ----------------------- 7/3/2006 $ 9,425 $10,000 $10,000 7/31/2006 $ 9,566 $10,062 $10,135 8/31/2006 $ 9,755 $10,301 $10,290 9/30/2006 $ 9,867 $10,567 $10,381 10/31/2006 $10,104 $10,911 $10,449 11/30/2006 $10,275 $11,118 $10,571 12/31/2006 $10,335 $11,274 $10,509 1/31/2007 $10,421 $11,445 $10,505 2/28/2007 $10,507 $11,221 $10,667 3/31/2007 $10,551 $11,346 $10,667 4/30/2007 $10,898 $11,849 $10,725 5/31/2007 $11,101 $12,263 $10,644 6/30/2007 $10,974 $12,059 $10,612 7/31/2007 $10,780 $11,685 $10,701 8/31/2007 $10,945 $11,860 $10,832 9/30/2007 $11,174 $12,304 $10,914 10/31/2007 $11,106 $12,499 $11,012 11/30/2007 $10,881 $11,977 $11,210 12/31/2007 $10,764 $11,894 $11,241 1/31/2008 $10,572 $11,180 $11,430 2/29/2008 $10,420 $10,817 $11,446 3/31/2008 $10,255 $10,770 $11,485 4/30/2008 $10,674 $11,295 $11,461 5/31/2008 $10,746 $11,441 $11,377 6/30/2008 $10,180 $10,477 $11,368 7/31/2008 $ 9,923 $10,389 $11,359 8/31/2008 $ 9,985 $10,539 $11,467 9/30/2008 $ 8,575 $ 9,600 $11,313 10/31/2008 $ 7,308 $ 7,987 $11,046 Total Returns -26.92% -20.13% 10.46% AVERAGE ANNUAL TOTAL RETURN CLASS C 10/31/08 - ------- -------- 1-Year -35.31% Since Inception (7/3/06) -10.95% CLASS C (7/3/06-10/31/08) (PERFORMANCE GRAPH) FRANKLIN BALANCED S&P 500 BARCLAYS CAPITAL DATE FUND - CLASS C INDEX(9) U.S. AGGREGATE INDEX(9) ---- ----------------- ------------- ----------------------- 7/3/2006 $10,000 $10,000 $10,000 7/31/2006 $10,150 $10,062 $10,135 8/31/2006 $10,340 $10,301 $10,290 9/30/2006 $10,449 $10,567 $10,381 10/31/2006 $10,690 $10,911 $10,449 11/30/2006 $10,871 $11,118 $10,571 12/31/2006 $10,929 $11,274 $10,509 1/31/2007 $11,021 $11,445 $10,505 2/28/2007 $11,102 $11,221 $10,667 3/31/2007 $11,131 $11,346 $10,667 4/30/2007 $11,499 $11,849 $10,725 5/31/2007 $11,703 $12,263 $10,644 6/30/2007 $11,566 $12,059 $10,612 7/31/2007 $11,361 $11,685 $10,701 8/31/2007 $11,515 $11,860 $10,832 9/30/2007 $11,749 $12,304 $10,914 10/31/2007 $11,687 $12,499 $11,012 11/30/2007 $11,429 $11,977 $11,210 12/31/2007 $11,307 $11,894 $11,241 1/31/2008 $11,093 $11,180 $11,430 2/29/2008 $10,933 $10,817 $11,446 3/31/2008 $10,752 $10,770 $11,485 4/30/2008 $11,188 $11,295 $11,461 5/31/2008 $11,257 $11,441 $11,377 6/30/2008 $10,666 $10,477 $11,368 7/31/2008 $10,379 $10,389 $11,359 8/31/2008 $10,437 $10,539 $11,467 9/30/2008 $ 8,960 $ 9,600 $11,313 10/31/2008 $ 7,633 $ 7,987 $11,046 Total Returns -23.67% -20.13% 10.46% Annual Report | 13 Performance Summary (CONTINUED) AVERAGE ANNUAL TOTAL RETURN CLASS R 10/31/08 - ------- -------- 1-Year -34.26% Since Inception (7/3/06) -10.45% CLASS R (7/3/06-10/31/08) (PERFORMANCE GRAPH) FRANKLIN BALANCED S&P 500 BARCLAYS CAPITAL DATE FUND - CLASS R INDEX(9) U.S. AGGREGATE INDEX(9) ---- ----------------- ------------- ----------------------- 7/3/2006 $10,000 $10,000 $10,000 7/31/2006 $10,150 $10,062 $10,135 8/31/2006 $10,350 $10,301 $10,290 9/30/2006 $10,469 $10,567 $10,381 10/31/2006 $10,710 $10,911 $10,449 11/30/2006 $10,891 $11,118 $10,571 12/31/2006 $10,960 $11,274 $10,509 1/31/2007 $11,052 $11,445 $10,505 2/28/2007 $11,143 $11,221 $10,667 3/31/2007 $11,178 $11,346 $10,667 4/30/2007 $11,546 $11,849 $10,725 5/31/2007 $11,760 $12,263 $10,644 6/30/2007 $11,631 $12,059 $10,612 7/31/2007 $11,425 $11,685 $10,701 8/31/2007 $11,590 $11,860 $10,832 9/30/2007 $11,825 $12,304 $10,914 10/31/2007 $11,763 $12,499 $11,012 11/30/2007 $11,514 $11,977 $11,210 12/31/2007 $11,394 $11,894 $11,241 1/31/2008 $11,191 $11,180 $11,430 2/29/2008 $11,020 $10,817 $11,446 3/31/2008 $10,851 $10,770 $11,485 4/30/2008 $11,293 $11,295 $11,461 5/31/2008 $11,366 $11,441 $11,377 6/30/2008 $10,767 $10,477 $11,368 7/31/2008 $10,493 $10,389 $11,359 8/31/2008 $10,556 $10,539 $11,467 9/30/2008 $ 9,064 $ 9,600 $11,313 10/31/2008 $ 7,734 $ 7,987 $11,046 Total Returns -22.66% -20.13% 10.46% AVERAGE ANNUAL TOTAL RETURN ADVISOR CLASS 10/31/08 - ------------ -------- 1-Year -34.01% Since Inception (7/3/06) -10.05% ADVISOR CLASS (7/3/06-10/31/08) (PERFORMANCE GRAPH) FRANKLIN BALANCED S&P 500 BARCLAYS CAPITAL DATE FUND - ADVISOR CLASS INDEX(9) U.S. AGGREGATE INDEX(9) ---- -------------------- ------- -------------------- 7/3/2006 $10,000 $10,000 $10,000 7/31/2006 $10,160 $10,062 $10,135 8/31/2006 $10,360 $10,301 $10,290 9/30/2006 $10,479 $10,567 $10,381 10/31/2006 $10,730 $10,911 $10,449 11/30/2006 $10,922 $11,118 $10,571 12/31/2006 $10,984 $11,274 $10,509 1/31/2007 $11,086 $11,445 $10,505 2/28/2007 $11,178 $11,221 $10,667 3/31/2007 $11,220 $11,346 $10,667 4/30/2007 $11,589 $11,849 $10,725 5/31/2007 $11,814 $12,263 $10,644 6/30/2007 $11,688 $12,059 $10,612 7/31/2007 $11,482 $11,685 $10,701 8/31/2007 $11,657 $11,860 $10,832 9/30/2007 $11,902 $12,304 $10,914 10/31/2007 $11,840 $12,499 $11,012 11/30/2007 $11,590 $11,977 $11,210 12/31/2007 $11,485 $11,894 $11,241 1/31/2008 $11,280 $11,180 $11,430 2/29/2008 $11,118 $10,817 $11,446 3/31/2008 $10,940 $10,770 $11,485 4/30/2008 $11,401 $11,295 $11,461 5/31/2008 $11,468 $11,441 $11,377 6/30/2008 $10,879 $10,477 $11,368 7/31/2008 $10,597 $10,389 $11,359 8/31/2008 $10,666 $10,539 $11,467 9/30/2008 $ 9,163 $ 9,600 $11,313 10/31/2008 $ 7,814 $ 7,987 $11,046 Total Returns -21.86% -20.13% 10.46% 14 | Annual Report Performance Summary (CONTINUED) ENDNOTES INTEREST RATE MOVEMENTS WILL AFFECT THE FUND'S SHARE PRICE AND YIELD. BOND PRICES GENERALLY MOVE IN THE OPPOSITE DIRECTION OF INTEREST RATES. AS PRICES OF BONDS IN THE FUND ADJUST TO A RISE IN INTEREST RATES, THE FUND'S SHARE PRICE MAY DECLINE. WHILE STOCKS HAVE HISTORICALLY OUTPERFORMED OTHER ASSET CLASSES OVER THE LONG TERM, THEY TEND TO FLUCTUATE OVER THE SHORT TERM AS A RESULT OF FACTORS AFFECTING INDIVIDUAL COMPANIES, INDUSTRIES OR THE SECURITIES MARKET AS A WHOLE. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. CLASS C: These shares have higher annual fees and expenses than Class A shares. CLASS R: Shares are available to certain eligible investors as described in the prospectus. These shares have a higher annual fees and expenses than Class A shares. ADVISOR CLASS: Shares are available to certain eligible investors as described in the prospectus. (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 5.47%, 5.10%, 5.62% and 6.13% for Classes A, C, R and Advisor, respectively. (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.) These figures represent the value of a hypothetical $10,000 investment in the Fund over the periods indicated. (5.) In accordance with SEC rules, we provide standardized average annual total return information through the latest calendar quarter. (6.) Distribution rate is based on an annualization of the respective class's October dividend and the maximum offering price (NAV for Classes C, R and Advisor) per share on 10/31/08. (7.) Yield, calculated as required by the SEC, is based on the earnings of the Fund's portfolio for the 30 days ended 10/31/08. (8.) Figures are as stated in the Fund's prospectus current as of the date of this report. (9.) Source: (C) 2008 Morningstar. The S&P 500 consists of 500 stocks chosen for market size, liquidity and industry group representation. Each stock's weight in the index is proportionate to its market value. The S&P 500 is one of the most widely used benchmarks of U.S. equity performance. The BC U.S. Aggregate Index represents securities that are SEC-registered, taxable and dollar denominated. The index covers the U.S. investment grade fixed-rate bond market, with index components for government and corporate securities, mortgage pass-through securities and asset-backed securities. All issues included must have at least one year to final maturity and must be rated investment grade (Baa3 or better) by Moody's Investors Service. They must also be dollar denominated and nonconvertible. Total return includes price appreciation/depreciation and income as a percentage of the original investment. The index is rebalanced monthly by market capitalization. Annual Report | 15 Your Fund's Expenses FRANKLIN BALANCED 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. 16 | Annual Report Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES 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 5/1/08 VALUE 10/31/08 PERIOD* 5/1/08-10/31/08 ----------------- -------------- ----------------------- CLASS A Actual $1,000 $ 684.60 $4.28 Hypothetical (5% return before expenses) $1,000 $1,020.06 $5.13 CLASS C Actual $1,000 $ 682.20 $6.98 Hypothetical (5% return before expenses) $1,000 $1,016.84 $8.36 CLASS R Actual $1,000 $ 684.80 $5.08 Hypothetical (5% return before expenses) $1,000 $1,019.10 $6.09 ADVISOR CLASS Actual $1,000 $ 685.40 $3.01 Hypothetical (5% return before expenses) $1,000 $1,021.57 $3.61 * Expenses are calculated using the most recent six-month expense ratio, net of expense waivers, annualized for each class (A: 1.01%; C: 1.65%; R: 1.20%; and Advisor: 0.71%), multiplied by the average account value over the period, multiplied by 184/366 to reflect the one-half year period. Annual Report | 17 Franklin Convertible Securities Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin Convertible Securities Fund seeks to maximize total return consistent with reasonable risk by attempting to optimize capital appreciation and high current income under varying market conditions and investing at least 80% of its net assets in convertible securities. PORTFOLIO BREAKDOWN Franklin Convertible Securities Fund Based on Total Net Assets as of 10/31/08 (PIE CHART) Convertible Bonds ................................... 63.9% Convertible Preferred Stocks ........................ 31.1% Common Stocks ....................................... 1.3% Short-Term Investments & Other Net Assets ........... 3.7% PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. PLEASE VISIT franklintempleton.com OR CALL (800) 342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. This annual report for Franklin Convertible Securities Fund covers the fiscal year ended October 31, 2008. PERFORMANCE OVERVIEW For the 12 months under review, Franklin Convertible Securities Fund - Class A had a -39.36% cumulative total return. The Fund underperformed its benchmark, the Merrill Lynch (ML) All U.S. Convertibles Index, which had a -38.50% total return for the same period.(1) You can find the Fund's long-term performance data in the Performance Summary beginning on page 21. (1.) 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. The ML All U.S. Convertibles Index comprises domestic securities of all quality grades that are convertible into U.S. dollar-denominated common stock, ADRs or cash equivalents. The index is unmanaged and includes reinvestment of any income or distributions. One cannot invest directly in an index, nor is an index representative of the Fund's portfolio. 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. 18 | Annual Report INVESTMENT STRATEGY We follow a strategy of maintaining a balance in the portfolio between the equity and debt characteristics of convertible securities with an emphasis on the equity features. Convertible securities are attractive for two reasons: the opportunity to participate in common stocks' potential growth with relatively reduced volatility, and the potential for current income with potential downside protection from bonds. Typically we sell securities whose equity sensitivity becomes too high and no longer offers appropriate downside protection. Likewise, as securities become too bond-like -- reducing their ability to appreciate with increases in the underlying common stock -- we attempt to redeploy those assets into more balanced convertible securities and maintain the potential for the Fund's upside participation. Our experienced team of analysts searches for investment opportunities among all economic sectors, and considers a company's long-term earnings, asset value and cash flow potential, to create a broadly diversified portfolio. MANAGER'S DISCUSSION During the 12 months under review, Fund performance suffered as volatile financial markets revealed massive dislocations in the convertible securities market due in part to distressed hedge funds. In the financials sector, asset management holding company Affiliated Manager's Group was a major detractor from Fund performance during the reporting period. Other financials sector holdings that hurt performance included Lehman Brothers (sold by period-end), iStar Financial, CIT Group, Legg Mason, Fannie Mae and Washington Mutual (sold by period-end). In the consumer discretionary sector, troubled automakers Ford Motor and General Motors were negatively impacted by the credit crunch and weak demand. In the same sector, a position in concert promoter Live Nation also detracted from performance. Other individual holdings that performed poorly during the review period included specialty chemicals manufacturer Celanese, offshore oil driller Cal Dive International (Helix Energy Solutions Group in the SOI) and electronic payment technologies company Verifone Holding. The Fund also had some positive contributors to performance, several of which were sold during the reporting period because we believed they were fully valued. A position in oil, gas and consumable fuels company McMoRan Exploration (sold by period-end) generated strong returns during the reporting period and was a key contributor to Fund performance. Information storage and management company EMC and drug maker MGI Pharmaceuticals (sold by period-end) also performed well. Other holdings that had positive performance included health technology company Celgene, oil field services company Schlumberger and packaged food producer General Mills, all of which were sold by period-end. TOP 10 HOLDINGS Franklin Convertible Securities Fund 10/31/08 (BAR CHART) COMPANY % OF TOTAL SECTOR/INDUSTRY NET ASSETS - --------------- ---------- Medtronic Inc. 3.6% HEALTH CARE Best Buy Co. Inc. 3.1% CONSUMER DISCRETIONARY PDL BioPharma 3.0% HEALTH CARE Microchip Technology Inc. 2.9% INFORMATION TECHNOLOGY Carnival Corp. 2.8% CONSUMER DISCRETIONARY Intel Corp. 2.8% INFORMATION TECHNOLOGY L-3 Communications Corp. 2.7% INDUSTRIALS General Motors Corp. 2.7% CONSUMER DISCRETIONARY Entergy Corp. 2.6% UTILITIES Avery Dennison Corp. 2.5% INDUSTRIALS Annual Report | 19 Thank you for your participation in Franklin Convertible Securities Fund. We look forward to serving your future investment needs. (PHOTO OF ALAN E. MUSCHOTT) /s/ Alan E. Muschott Alan E. Muschott, CFA (PHOTO OF EDWARD D. PERKS) /s/ Edward D. Perks Edward D. Perks, CFA (PHOTO OF MATT QUINLAN) /s/ Matt Quinlan Matt Quinlan, CFA Portfolio Management Team Franklin Convertible Securities Fund THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF OCTOBER 31, 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, COUNTRY, INDUSTRY, SECURITY OR THE FUND. STATEMENTS OF FACT ARE FROM SOURCES CONSIDERED RELIABLE, BUT THE INVESTMENT MANAGER MAKES NO REPRESENTATION OR WARRANTY AS TO THEIR COMPLETENESS OR ACCURACY. ALTHOUGH HISTORICAL PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, THESE INSIGHTS MAY HELP YOU UNDERSTAND OUR INVESTMENT MANAGEMENT PHILOSOPHY. 20 | Annual Report Performance Summary as of 10/31/08 FRANKLIN CONVERTIBLE SECURITIES 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: FISCX) CHANGE 10/31/08 10/31/07 - ----------------------- ------ -------- -------- Net Asset Value (NAV) -$7.66 $9.48 $17.14 DISTRIBUTIONS (11/1/07-10/31/08) Dividend Income $0.7526 Short-Term Capital Gain $0.1986 Long-Term Capital Gain $0.3800 TOTAL $1.3312 CLASS C (SYMBOL: FROTX) CHANGE 10/31/08 10/31/07 - ----------------------- ------ -------- -------- Net Asset Value (NAV) -$7.59 $9.39 $16.98 DISTRIBUTIONS (11/1/07-10/31/08) Dividend Income $0.6372 Short-Term Capital Gain $0.1986 Long-Term Capital Gain $0.3800 TOTAL $1.2158 ADVISOR CLASS (SYMBOL: N/A) CHANGE 10/31/08 5/15/08 - --------------------------- ------ -------- -------- Net Asset Value (NAV) -$6.17 $9.48 $15.65 DISTRIBUTIONS (5/15/08-10/31/08) Dividend Income $0.5316 Annual Report | 21 Performance Summary (CONTINUED) PERFORMANCE CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURNS AND VALUE OF $10,000 INVESTMENT INCLUDE MAXIMUM SALES CHARGES. CLASS A: 5.75% MAXIMUM INITIAL SALES CHARGE; CLASS C: 1% CONTINGENT DEFERRED SALES CHARGE IN FIRST YEAR ONLY; ADVISOR CLASS: NO SALES CHARGES. CLASS A 1-YEAR 5-YEAR 10-YEAR - ------- ------- ------ ------- Cumulative Total Return(1) -39.36% -2.95% +54.42% Average Annual Total Return(2) -42.86% -1.77% +3.82% Value of $10,000 Investment(3) $5,714 $9,146 $14,550 Avg. Ann. Total Return (9/30/08)(4) -29.16% +3.35% +6.23% Distribution Rate(5) 7.48% 30-Day Standardized Yield(6) 5.53% Total Annual Operating Expenses(7) 0.89% CLASS C 1-YEAR 5-YEAR 10-YEAR - ------- ------- ------ ------- Cumulative Total Return(1) -39.80% -6.47% +43.54% Average Annual Total Return(2) -40.36% -1.33% +3.68% Value of $10,000 Investment(3) $5,964 $9,353 $14,354 Avg. Ann. Total Return (9/30/08)(4) -26.05% +3.81% +6.08% Distribution Rate(5) 6.79% 30-Day Standardized Yield(6) 5.09% Total Annual Operating Expenses(7) 1.64% ADVISOR CLASS(8) 1-YEAR 5-YEAR 10-YEAR - ---------------- ------- ------ ------- Cumulative Total Return(1) -39.28% -2.82% +54.63% Average Annual Total Return(2) -39.28% -0.57% +4.45% Value of $10,000 Investment(3) $6,072 $9,718 $15,463 Avg. Ann. Total Return (9/30/08)(4) -24.72% +4.62% +6.88% Distribution Rate(5) 5.61% 30-Day Standardized Yield(6) 6.13% Total Annual Operating Expenses(7) 0.64% PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. FOR MOST RECENT MONTH-END PERFORMANCE, SEE "FUNDS AND PERFORMANCE" AT franklintempleton.com OR CALL (800) 342-5236. 22 | Annual Report Performance Summary (CONTINUED) TOTAL RETURN INDEX COMPARISON FOR A HYPOTHETICAL $10,000 INVESTMENT Total return represents the change in value of an investment over the periods shown. It includes any current, applicable, maximum sales charge, Fund expenses, account fees and reinvested distributions. The unmanaged index includes reinvestment of any income or distributions. It differs from the Fund in composition and does not pay management fees or expenses. One cannot invest directly in an index. AVERAGE ANNUAL TOTAL RETURN CLASS A 10/31/08 - ------- -------- 1-Year -42.86% 5-Year -1.77% 10-Year +3.82% CLASS A (11/1/98-10/31/08) (PERFORMANCE GRAPH) FRANKLIN CONVERTIBLE MERRILL LYNCH ALL U.S. DATE SECURITIES FUND - CLASS A CONVERTIBLES INDEX(9) - ---- ------------------------- ---------------------- 11/1/1998 $ 9,423 $10,000 11/30/1998 $ 9,752 $10,478 12/31/1998 $ 9,950 $11,091 1/31/1999 $10,177 $11,638 2/28/1999 $ 9,704 $11,231 3/31/1999 $ 9,688 $11,696 4/30/1999 $10,108 $12,171 5/31/1999 $10,322 $12,109 6/30/1999 $10,688 $12,556 7/31/1999 $10,554 $12,475 8/31/1999 $10,646 $12,318 9/30/1999 $10,612 $12,399 10/31/1999 $10,765 $12,885 11/30/1999 $11,212 $13,632 12/31/1999 $12,054 $15,478 1/31/2000 $12,326 $15,474 2/29/2000 $13,096 $16,776 3/31/2000 $13,543 $16,752 4/30/2000 $13,331 $15,597 5/31/2000 $13,106 $14,922 6/30/2000 $13,634 $15,690 7/31/2000 $13,415 $15,224 8/31/2000 $14,517 $16,394 9/30/2000 $14,397 $15,859 10/31/2000 $14,049 $15,238 11/30/2000 $12,795 $13,417 12/31/2000 $13,906 $13,930 1/31/2001 $14,902 $14,797 2/28/2001 $14,019 $13,686 3/31/2001 $13,549 $13,093 4/30/2001 $14,493 $13,972 5/31/2001 $14,390 $13,885 6/30/2001 $14,116 $13,666 7/31/2001 $13,936 $13,469 8/31/2001 $13,504 $13,231 9/30/2001 $12,314 $12,442 10/31/2001 $12,763 $12,697 11/30/2001 $13,558 $13,037 12/31/2001 $14,019 $13,312 1/31/2002 $13,764 $13,101 2/28/2002 $13,419 $12,730 3/31/2002 $14,069 $13,187 4/30/2002 $13,962 $12,995 5/31/2002 $13,682 $12,881 6/30/2002 $12,663 $12,184 7/31/2002 $11,588 $11,454 8/31/2002 $11,724 $11,596 9/30/2002 $11,077 $11,187 10/31/2002 $11,264 $11,437 11/30/2002 $12,145 $12,261 12/31/2002 $11,839 $12,169 1/31/2003 $11,943 $12,365 2/28/2003 $11,901 $12,335 3/31/2003 $12,076 $12,543 4/30/2003 $12,889 $13,176 5/31/2003 $13,733 $13,789 6/30/2003 $13,960 $13,877 7/31/2003 $14,173 $13,916 8/31/2003 $14,312 $14,089 9/30/2003 $14,421 $14,263 10/31/2003 $14,993 $14,775 11/30/2003 $15,456 $15,016 12/31/2003 $16,035 $15,473 1/31/2004 $16,537 $15,942 2/29/2004 $16,701 $16,068 3/31/2004 $16,877 $16,129 4/30/2004 $16,811 $15,740 5/31/2004 $16,877 $15,780 6/30/2004 $17,145 $16,036 7/31/2004 $16,710 $15,604 8/31/2004 $16,721 $15,635 9/30/2004 $17,180 $15,903 10/31/2004 $17,101 $15,974 11/30/2004 $17,936 $16,555 12/31/2004 $18,604 $16,960 1/31/2005 $18,226 $16,589 2/28/2005 $18,272 $16,550 3/31/2005 $18,084 $16,168 4/30/2005 $17,612 $15,634 5/31/2005 $18,302 $16,037 6/30/2005 $18,837 $16,374 7/31/2005 $19,626 $16,949 8/31/2005 $19,603 $16,886 9/30/2005 $19,786 $17,054 10/31/2005 $19,282 $16,692 11/30/2005 $19,540 $16,996 12/31/2005 $19,894 $17,132 1/31/2006 $20,571 $17,838 2/28/2006 $20,633 $17,796 3/31/2006 $20,833 $18,043 4/30/2006 $20,895 $18,196 5/31/2006 $20,573 $17,912 6/30/2006 $20,536 $17,909 7/31/2006 $20,449 $17,950 8/31/2006 $20,761 $18,192 9/30/2006 $21,090 $18,408 10/31/2006 $21,682 $18,884 11/30/2006 $22,275 $19,257 12/31/2006 $22,311 $19,330 1/31/2007 $22,859 $19,749 2/28/2007 $22,817 $19,755 3/31/2007 $23,004 $19,814 4/30/2007 $23,568 $20,281 5/31/2007 $24,201 $20,740 6/30/2007 $23,887 $20,676 7/31/2007 $23,221 $20,181 8/31/2007 $23,193 $20,158 9/30/2007 $24,008 $20,882 10/31/2007 $23,994 $21,285 11/30/2007 $22,860 $20,465 12/31/2007 $22,422 $20,206 1/31/2008 $21,922 $19,820 2/29/2008 $21,686 $19,698 3/31/2008 $20,930 $19,072 4/30/2008 $22,509 $20,063 5/31/2008 $22,923 $20,340 6/30/2008 $21,470 $19,362 7/31/2008 $20,847 $18,756 8/31/2008 $20,981 $18,687 9/30/2008 $18,050 $15,961 10/31/2008 $14,550 $13,091 Total Returns 45.50% 30.91% AVERAGE ANNUAL TOTAL RETURN CLASS C 10/31/08 - ------- -------- 1-Year -40.36% 5-Year -1.33% 10-Year +3.68% CLASS C (11/1/98-10/31/08) (PERFORMANCE GRAPH) FRANKLIN CONVERTIBLE MERRILL LYNCH ALL U.S. DATE SECURITIES FUND - CLASS C CONVERTIBLES INDEX(9) - ---- ------------------------- ---------------------- 11/1/1998 $10,000 $10,000 11/30/1998 $10,345 $10,478 12/31/1998 $10,549 $11,091 1/31/1999 $10,785 $11,638 2/28/1999 $10,275 $11,231 3/31/1999 $10,260 $11,696 4/30/1999 $10,691 $12,171 5/31/1999 $10,912 $12,109 6/30/1999 $11,294 $12,556 7/31/1999 $11,145 $12,475 8/31/1999 $11,228 $12,318 9/30/1999 $11,193 $12,399 10/31/1999 $11,348 $12,885 11/30/1999 $11,814 $13,632 12/31/1999 $12,688 $15,478 1/31/2000 $12,967 $15,474 2/29/2000 $13,782 $16,776 3/31/2000 $14,235 $16,752 4/30/2000 $14,001 $15,597 5/31/2000 $13,764 $14,922 6/30/2000 $14,304 $15,690 7/31/2000 $14,065 $15,224 8/31/2000 $15,208 $16,394 9/30/2000 $15,074 $15,859 10/31/2000 $14,700 $15,238 11/30/2000 $13,374 $13,417 12/31/2000 $14,540 $13,930 1/31/2001 $15,546 $14,797 2/28/2001 $14,639 $13,686 3/31/2001 $14,137 $13,093 4/30/2001 $15,116 $13,972 5/31/2001 $14,989 $13,885 6/30/2001 $14,703 $13,666 7/31/2001 $14,497 $13,469 8/31/2001 $14,047 $13,231 9/30/2001 $12,806 $12,442 10/31/2001 $13,257 $12,697 11/30/2001 $14,067 $13,037 12/31/2001 $14,540 $13,312 1/31/2002 $14,267 $13,101 2/28/2002 $13,910 $12,730 3/31/2002 $14,567 $13,187 4/30/2002 $14,447 $12,995 5/31/2002 $14,157 $12,881 6/30/2002 $13,089 $12,184 7/31/2002 $11,964 $11,454 8/31/2002 $12,107 $11,596 9/30/2002 $11,428 $11,187 10/31/2002 $11,619 $11,437 11/30/2002 $12,521 $12,261 12/31/2002 $12,188 $12,169 1/31/2003 $12,297 $12,365 2/28/2003 $12,243 $12,335 3/31/2003 $12,416 $12,543 4/30/2003 $13,234 $13,176 5/31/2003 $14,096 $13,789 6/30/2003 $14,328 $13,877 7/31/2003 $14,526 $13,916 8/31/2003 $14,659 $14,089 9/30/2003 $14,769 $14,263 10/31/2003 $15,347 $14,775 11/30/2003 $15,802 $15,016 12/31/2003 $16,394 $15,473 1/31/2004 $16,900 $15,942 2/29/2004 $17,057 $16,068 3/31/2004 $17,217 $16,129 4/30/2004 $17,149 $15,740 5/31/2004 $17,205 $15,780 6/30/2004 $17,461 $16,036 7/31/2004 $17,003 $15,604 8/31/2004 $17,003 $15,635 9/30/2004 $17,467 $15,903 10/31/2004 $17,374 $15,974 11/30/2004 $18,217 $16,555 12/31/2004 $18,869 $16,960 1/31/2005 $18,484 $16,589 2/28/2005 $18,507 $16,550 3/31/2005 $18,317 $16,168 4/30/2005 $17,824 $15,634 5/31/2005 $18,516 $16,037 6/30/2005 $19,038 $16,374 7/31/2005 $19,819 $16,949 8/31/2005 $19,795 $16,886 9/30/2005 $19,957 $17,054 10/31/2005 $19,445 $16,692 11/30/2005 $19,695 $16,996 12/31/2005 $20,031 $17,132 1/31/2006 $20,705 $17,838 2/28/2006 $20,743 $17,796 3/31/2006 $20,934 $18,043 4/30/2006 $20,984 $18,196 5/31/2006 $20,657 $17,912 6/30/2006 $20,607 $17,909 7/31/2006 $20,506 $17,950 8/31/2006 $20,797 $18,192 9/30/2006 $21,115 $18,408 10/31/2006 $21,688 $18,884 11/30/2006 $22,274 $19,257 12/31/2006 $22,294 $19,330 1/31/2007 $22,832 $19,749 2/28/2007 $22,777 $19,755 3/31/2007 $22,952 $19,814 4/30/2007 $23,506 $20,281 5/31/2007 $24,115 $20,740 6/30/2007 $23,797 $20,676 7/31/2007 $23,113 $20,181 8/31/2007 $23,072 $20,158 9/30/2007 $23,859 $20,882 10/31/2007 $23,845 $21,285 11/30/2007 $22,693 $20,465 12/31/2007 $22,251 $20,206 1/31/2008 $21,735 $19,820 2/29/2008 $21,499 $19,698 3/31/2008 $20,728 $19,072 4/30/2008 $22,278 $20,063 5/31/2008 $22,661 $20,340 6/30/2008 $21,230 $19,362 7/31/2008 $20,593 $18,756 8/31/2008 $20,711 $18,687 9/30/2008 $17,808 $15,961 10/31/2008 $14,354 $13,091 Total Returns 43.54% 30.91% Annual Report | 23 Performance Summary (CONTINUED) AVERAGE ANNUAL TOTAL RETURN ADVISOR CLASS(8) 10/31/08 - ---------------- -------- 1-Year -39.28% 5-Year -0.57% 10-Year +4.45% ADVISOR CLASS (11/1/98-10/31/08)(8) (PERFORMANCE GRAPH) FRANKLIN CONVERTIBLE SECURITIES MERRILL LYNCH ALL U.S. DATE FUND - ADVISOR CLASS CONVERTIBLES INDEX(9) - ---- ------------------------------- ---------------------- 11/1/1998 $10,000 $10,000 11/30/1998 $10,349 $10,478 12/31/1998 $10,559 $11,091 1/31/1999 $10,801 $11,638 2/28/1999 $10,298 $11,231 3/31/1999 $10,281 $11,696 4/30/1999 $10,727 $12,171 5/31/1999 $10,955 $12,109 6/30/1999 $11,343 $12,556 7/31/1999 $11,200 $12,475 8/31/1999 $11,298 $12,318 9/30/1999 $11,262 $12,399 10/31/1999 $11,424 $12,885 11/30/1999 $11,899 $13,632 12/31/1999 $12,793 $15,478 1/31/2000 $13,082 $15,474 2/29/2000 $13,899 $16,776 3/31/2000 $14,373 $16,752 4/30/2000 $14,148 $15,597 5/31/2000 $13,909 $14,922 6/30/2000 $14,470 $15,690 7/31/2000 $14,237 $15,224 8/31/2000 $15,407 $16,394 9/30/2000 $15,280 $15,859 10/31/2000 $14,910 $15,238 11/30/2000 $13,579 $13,417 12/31/2000 $14,758 $13,930 1/31/2001 $15,815 $14,797 2/28/2001 $14,878 $13,686 3/31/2001 $14,379 $13,093 4/30/2001 $15,381 $13,972 5/31/2001 $15,272 $13,885 6/30/2001 $14,981 $13,666 7/31/2001 $14,790 $13,469 8/31/2001 $14,332 $13,231 9/30/2001 $13,068 $12,442 10/31/2001 $13,545 $12,697 11/30/2001 $14,389 $13,037 12/31/2001 $14,878 $13,312 1/31/2002 $14,608 $13,101 2/28/2002 $14,241 $12,730 3/31/2002 $14,931 $13,187 4/30/2002 $14,818 $12,995 5/31/2002 $14,520 $12,881 6/30/2002 $13,439 $12,184 7/31/2002 $12,298 $11,454 8/31/2002 $12,443 $11,596 9/30/2002 $11,756 $11,187 10/31/2002 $11,955 $11,437 11/30/2002 $12,890 $12,261 12/31/2002 $12,564 $12,169 1/31/2003 $12,675 $12,365 2/28/2003 $12,631 $12,335 3/31/2003 $12,816 $12,543 4/30/2003 $13,679 $13,176 5/31/2003 $14,575 $13,789 6/30/2003 $14,815 $13,877 7/31/2003 $15,042 $13,916 8/31/2003 $15,189 $14,089 9/30/2003 $15,305 $14,263 10/31/2003 $15,911 $14,775 11/30/2003 $16,404 $15,016 12/31/2003 $17,017 $15,473 1/31/2004 $17,551 $15,942 2/29/2004 $17,724 $16,068 3/31/2004 $17,911 $16,129 4/30/2004 $17,841 $15,740 5/31/2004 $17,911 $15,780 6/30/2004 $18,195 $16,036 7/31/2004 $17,734 $15,604 8/31/2004 $17,745 $15,635 9/30/2004 $18,233 $15,903 10/31/2004 $18,149 $15,974 11/30/2004 $19,035 $16,555 12/31/2004 $19,744 $16,960 1/31/2005 $19,343 $16,589 2/28/2005 $19,392 $16,550 3/31/2005 $19,192 $16,168 4/30/2005 $18,691 $15,634 5/31/2005 $19,424 $16,037 6/30/2005 $19,991 $16,374 7/31/2005 $20,829 $16,949 8/31/2005 $20,804 $16,886 9/30/2005 $20,998 $17,054 10/31/2005 $20,464 $16,692 11/30/2005 $20,737 $16,996 12/31/2005 $21,113 $17,132 1/31/2006 $21,832 $17,838 2/28/2006 $21,897 $17,796 3/31/2006 $22,110 $18,043 4/30/2006 $22,175 $18,196 5/31/2006 $21,833 $17,912 6/30/2006 $21,795 $17,909 7/31/2006 $21,702 $17,950 8/31/2006 $22,033 $18,192 9/30/2006 $22,382 $18,408 10/31/2006 $23,011 $18,884 11/30/2006 $23,640 $19,257 12/31/2006 $23,679 $19,330 1/31/2007 $24,259 $19,749 2/28/2007 $24,216 $19,755 3/31/2007 $24,414 $19,814 4/30/2007 $25,012 $20,281 5/31/2007 $25,684 $20,740 6/30/2007 $25,351 $20,676 7/31/2007 $24,644 $20,181 8/31/2007 $24,614 $20,158 9/30/2007 $25,480 $20,882 10/31/2007 $25,465 $21,285 11/30/2007 $24,261 $20,465 12/31/2007 $23,796 $20,206 1/31/2008 $23,265 $19,820 2/29/2008 $23,015 $19,698 3/31/2008 $22,213 $19,072 4/30/2008 $23,889 $20,063 5/31/2008 $24,327 $20,340 6/30/2008 $22,800 $19,362 7/31/2008 $22,138 $18,756 8/31/2008 $22,280 $18,687 9/30/2008 $19,182 $15,961 10/31/2008 $15,463 $13,091 Total Returns 54.63% 30.91% ENDNOTES THE FUND MAY INVEST IN HIGH YIELDING, FIXED INCOME SECURITIES. HIGH YIELDS REFLECT THE HIGHER CREDIT RISK ASSOCIATED WITH THESE LOWER-RATED SECURITIES AND, IN SOME CASES, THE LOWER MARKET PRICES FOR THESE INSTRUMENTS. INTEREST RATE MOVEMENTS MAY AFFECT THE FUND'S SHARE PRICE AND YIELD. BOND PRICES GENERALLY MOVE IN THE OPPOSITE DIRECTION OF INTEREST RATES. AS THE PRICES OF BONDS IN THE FUND ADJUST TO A RISE IN INTEREST RATES, THE FUND'S SHARE PRICE MAY DECLINE. THE FUND MAY ALSO INVEST IN FOREIGN SECURITIES, WHICH INVOLVE SPECIAL RISKS, INCLUDING POLITICAL UNCERTAINTY AND CURRENCY VOLATILITY. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. CLASS C: Prior to 1/1/04, these shares were offered with an initial sales charge; thus actual total returns would have differed. These shares have higher annual fees and expenses than Class A shares. ADVISOR CLASS: Shares are available to certain eligible investors as described in the prospectus. (1.) Cumulative total return represents the change in value of an investment over the periods indicated. (2.) Average annual total return represents the average annual change in value of an investment over the periods indicated. (3.) These figures represent the value of a hypothetical $10,000 investment in the Fund over the periods indicated. (4.) In accordance with SEC rules, we provide standardized average annual total return information through the latest calendar quarter. (5.) Distribution rate is based on the sum of the respective class's last four quarterly dividends for Classes A and C and past two quarterly dividends for Advisor Class and the maximum offering price (NAV for Classes C and Advisor) per share on 10/31/08. (6.) Yield, calculated as required by the SEC, is based on the earnings of the Fund's portfolio for the 30 days ended 10/31/08. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. (8.) Effective 5/15/08, the Fund began offering Advisor Class shares, which do not have sales charges or a Rule 12b-1 plan. Performance quotations for this class reflect the following methods of calculation: (a) For periods prior to 5/15/08, a restated figure is used based upon the Fund's Class A performance, excluding the effect of Class A's maximum initial sales charge, but reflecting the effect of the Class A Rule 12b-1 fees; and (b) for periods after 5/14/08, actual Advisor Class performance is used reflecting all charges and fees applicable to that class. Since 5/15/08 (commencement of sales), the cumulative total return of Advisor Class shares was -36.93%. (9.) Source: (C) 2008 Morningstar. The ML All U.S. Convertibles Index comprises domestic securities of all quality grades that are convertible into U.S. dollar-denominated common stock, ADRs or cash equivalents. 24 | Annual Report Your Fund's Expenses FRANKLIN CONVERTIBLE SECURITIES 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 | 25 Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES 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 5/1/08 VALUE 10/31/08 PERIOD* 5/1/08-10/31/08 ----------------- -------------- ----------------------- CLASS A Actual $1,000 $ 646.40 $3.68 Hypothetical (5% return before expenses) $1,000 $1,020.66 $4.52 CLASS C Actual $1,000 $ 644.30 $6.74 Hypothetical (5% return before expenses) $1,000 $1,016.94 $8.26 ADVISOR CLASS Actual (5/15/08-10/31/08) $1,000 $ 630.70 $2.42 Hypothetical (5% return before expenses) $1,000 $1,021.92 $3.25 * Expenses are calculated using the most recent six-month expense ratio, annualized for each class (A: 0.89%, C: 1.63%; and Advisor: 0.64%;), multiplied by the average account value over the period, multiplied by 184/366 (Hypothetical for all share classes; Actual for Classes A and C) to reflect the one-half year period. For Actual Advisor Class expenses, the multiplier is 170/366) to reflect the number of days since inception. 26 | Annual Report Franklin Equity Income Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin Equity Income Fund seeks to maximize total return by emphasizing high, current income and long-term capital appreciation, consistent with reasonable risk, by investing at least 80% of its net assets in equity securities including securities convertible into common stocks. PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. PLEASE VISIT franklintempleton.com OR CALL (800) 342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. This annual report for Franklin Equity Income Fund covers the fiscal year ended October 31, 2008. PERFORMANCE OVERVIEW For the 12 months under review, Franklin Equity Income Fund - Class A had a - -38.01% cumulative total return. The Fund underperformed its benchmark, the Standard & Poor's 500 Index (S&P 500), which had a -36.10% total return.(1) The Fund also underperformed its peers in the Lipper Equity Income Funds Classification Average, which had a -33.80% total return for the same period.(2) You can find the Fund's long-term performance data in the Performance Summary beginning on page 31. INVESTMENT STRATEGY We emphasize dividends in selecting stocks for the Fund because we believe that over time dividend income can contribute significantly to total return. We target companies we believe are financially strong but undervalued by the market. To identify such companies, we use a current relative yield analysis (1.) 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. The S&P 500 consists of 500 stocks chosen for market size, liquidity and industry group representation. Each stock's weight in the index is proportionate to its market value. The S&P 500 is one of the most widely used benchmarks of U.S. equity performance. (2.) Source: Lipper Inc. The Lipper Equity Income Funds Classification Average is calculated by averaging the total returns of all funds within the Lipper Equity Income Funds classification in the Lipper Open-End underlying funds universe. Lipper Equity Income Funds are defined as funds that seek relatively high current income and growth of income through investing 60% or more of their portfolios in equities. For the 12-month period ended 10/31/08, there were 286 funds in this category. Lipper calculations do not include sales charges or expense subsidization by a fund's manager. The Fund's performance relative to the average may have differed if these and other factors had been considered. The indexes are unmanaged and include reinvested dividends. One cannot invest directly in an index, nor is an index representative of the Fund's portfolio. 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 76. Annual Report | 27 PORTFOLIO BREAKDOWN Franklin Equity Income Fund Based on Total Net Assets as of 10/31/08 (BAR CHART) Financials 15.3% Industrials 14.5% Health Care 11.0% Information Technology 10.8% Consumer Discretionary 10.6% Energy 10.0% Consumer Staple 7.1% Utilities 6.2% Materials 4.0% Telecommunication Services 3.3% Short-Term Investments & Other Net Assets 7.2% DIVIDEND DISTRIBUTIONS* Franklin Equity Income Fund 11/1/07-10/31/08 DIVIDEND PER SHARE ----------------------------------------------------------------------- MONTH CLASS A CLASS B CLASS C CLASS R ADVISOR CLASS** - ----- ----------- ----------- ----------- ----------- --------------- November 3.24 cents 1.83 cents 1.85 cents 2.75 cents -- December*** 10.24 cents 8.82 cents 8.81 cents 9.75 cents -- January 3.24 cents 1.82 cents 1.81 cents 2.75 cents -- February 3.50 cents 2.21 cents 2.20 cents 3.02 cents -- March 3.50 cents 2.21 cents 2.20 cents 3.02 cents -- April 3.50 cents 2.21 cents 2.20 cents 3.02 cents -- May 3.50 cents 2.21 cents 2.20 cents 3.02 cents -- June 3.50 cents 2.47 cents 2.48 cents 3.11 cents 3.87 cents July 3.50 cents 2.47 cents 2.48 cents 3.11 cents 3.87 cents August 3.50 cents 2.47 cents 2.48 cents 3.11 cents 3.87 cents September 3.50 cents 2.59 cents 2.58 cents 3.18 cents 3.84 cents October 3.50 cents 2.59 cents 2.58 cents 3.18 cents 3.84 cents ----------- ----------- ----------- ----------- ----------- TOTAL 48.22 CENTS 33.90 CENTS 33.87 CENTS 43.02 CENTS 19.29 CENTS * All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. ** Effective 5/15/08, the Fund began offering Advisor Class shares. Please see the prospectus for details. *** Includes an additional 7.00 cent per share distribution to meet excise tax requirements. that focuses on a company's dividend yield (calculated by dividing a stock's annual per share dividends by its per share market price). Our experienced team of analysts searches for investment opportunities among all economic sectors, and considers a company's long-term earnings, asset value and cash flow potential, to create a broadly diversified portfolio. 28 | Annual Report MANAGER'S DISCUSSION During the 12 months under review, Fund performance was hurt by the challenging economic and market environment. Among the Fund's major detractors from performance during the review period were a preferred stock position in investment bank Lehman Brothers (not held at period-end), which filed for bankruptcy protection in October, and a convertible preferred stock position in mortgage giant Fannie Mae. Several other financials sector companies also detracted from the Fund's results such as equity positions in iStar Financial, Citigroup and Bank of America. In the materials sector, major aluminum producer Alcoa was a significant detractor from performance as metals prices plummeted in the latter half of the reporting period. In the consumer discretionary sector, shares of high-end retailer Nordstrom also declined amid a pullback in consumer spending. Other holdings that weighed notably on performance included integrated energy company ConocoPhillips, heavy equipment manufacturer Caterpillar, Finnish cell phone maker Nokia, industrial conglomerate General Electric and major communications company AT&T. The Fund also had some positive contributors to performance, including a position in U.S. brewer Anheuser-Busch (sold by period-end), whose stock price rose as the company agreed to be taken over by Belgium-based InBev. Among other holdings that boosted performance was a position in insurance broker Marsh & McLennan. Defense company Raytheon (sold by period-end) also had positive returns during the reporting period. TOP 10 HOLDINGS Franklin Equity Income Fund 10/31/08 (BAR CHART) COMPANY % OF TOTAL SECTOR/INDUSTRY NET ASSETS - --------------- ---------- JPMorgan Chase & Co. 3.7% FINANCIALS Bank of America Corp. 3.5% FINANCIALS Roche Holding AG 3.4% HEALTH CARE AT&T Inc. 3.3% TELECOMMUNICATION SERVICES Chevron Corp. 3.0% ENERGY The Goldman Sachs Group Inc. into Comcast Corp. 2.7% CONSUMER DISCRETIONARY Microchip Technology Inc. 2.6% INFORMATION TECHNOLOGY Exxon Mobil Corp. 2.6% ENERGY The Coca-Cola Co. 2.6% CONSUMER STAPLES ConocoPhillips 2.6% ENERGY Annual Report | 29 Thank you for your continued participation in Franklin Equity Income Fund. We look forward to serving your future investment needs. (PHOTO OF ALAN E. MUSCHOTT) /s/ Alan E. Muschott Alan E. Muschott, CFA (PHOTO OF EDWARD D. PERKS) /s/ Edward D. Perks Edward D. Perks, CFA (PHOTO OF FRANK M. FELICELLI) /s/ Frank M. Felicelli Frank M. Felicelli, CFA Portfolio Management Team Franklin Equity Income Fund THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF OCTOBER 31, 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, COUNTRY, INDUSTRY, SECURITY OR THE FUND. STATEMENTS OF FACT ARE FROM SOURCES CONSIDERED RELIABLE, BUT THE INVESTMENT MANAGER MAKES NO REPRESENTATION OR WARRANTY AS TO THEIR COMPLETENESS OR ACCURACY. ALTHOUGH HISTORICAL PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, THESE INSIGHTS MAY HELP YOU UNDERSTAND OUR INVESTMENT MANAGEMENT PHILOSOPHY. 30 | Annual Report Performance Summary as of 10/31/08 FRANKLIN EQUITY 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: FISEX) CHANGE 10/31/08 10/31/07 - -------------------------------- ------ -------- -------- Net Asset Value (NAV) -$9.53 $12.88 $22.41 DISTRIBUTIONS (11/1/07-10/31/08) Dividend Income $0.4822 Short-Term Capital Gain $0.1310 Long-Term Capital Gain $0.8335 TOTAL $1.4467 CLASS B (SYMBOL: FBEIX) CHANGE 10/31/08 10/31/07 - -------------------------------- ------ -------- -------- Net Asset Value (NAV) -$9.48 $12.82 $22.30 DISTRIBUTIONS (11/1/07-10/31/08) Dividend Income $0.3390 Short-Term Capital Gain $0.1310 Long-Term Capital Gain $0.8335 TOTAL $1.3035 CLASS C (SYMBOL: FRETX) CHANGE 10/31/08 10/31/07 - -------------------------------- ------ -------- -------- Net Asset Value (NAV) -$9.48 $12.83 $22.31 DISTRIBUTIONS (11/1/07-10/31/08) Dividend Income $0.3387 Short-Term Capital Gain $0.1310 Long-Term Capital Gain $0.8335 TOTAL $1.3032 CLASS R (SYMBOL: FREIX) CHANGE 10/31/08 10/31/07 - -------------------------------- ------ -------- -------- Net Asset Value (NAV) -$9.54 $12.89 $22.43 DISTRIBUTIONS (11/1/07-10/31/08) Dividend Income $0.4302 Short-Term Capital Gain $0.1310 Long-Term Capital Gain $0.8335 TOTAL $1.3947 ADVISOR CLASS (SYMBOL: N/A) CHANGE 10/31/08 5/15/08 - -------------------------------- ------ -------- -------- Net Asset Value (NAV) -$6.71 $12.88 $19.59 DISTRIBUTIONS (5/15/08-10/31/08) Dividend Income $0.1929 Annual Report | 31 Performance Summary (CONTINUED) PERFORMANCE CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURNS AND VALUE OF $10,000 INVESTMENT INCLUDE MAXIMUM SALES CHARGES. CLASS A: 5.75% MAXIMUM INITIAL SALES CHARGE; CLASS B: CONTINGENT DEFERRED SALES CHARGE (CDSC) DECLINING FROM 4% TO 1% OVER SIX YEARS, AND ELIMINATED THEREAFTER; CLASS C: 1% CDSC IN FIRST YEAR ONLY; CLASS R/ADVISOR: NO SALES CHARGES. CLASS A 1-YEAR 5-YEAR 10-YEAR - ------- ------- ------- ------- Cumulative Total Return(1) -38.01% -7.45% +10.42% Average Annual Total Return(2) -41.58% -2.70% +0.40% Value of $10,000 Investment(3) $ 5,842 $8,722 $10,405 Avg. Ann. Total Return (9/30/08)(4) -30.77% +1.96% +2.61% Distribution Rate(5) 3.07% 30-Day Standardized Yield(6) 3.93% Total Annual Operating Expenses(7) 0.94% CLASS B 1-YEAR 5-YEAR INCEPTION (1/1/99) - ------- ------- ------- ----------------- Cumulative Total Return(1) -38.47% -10.81% +0.65% Average Annual Total Return(2) -40.77% -2.58% +0.07% Value of $10,000 Investment(3) $ 5,923 $ 8,775 $10,065 Avg. Ann. Total Return (9/30/08)(4) -29.81% +2.08% +1.90% Distribution Rate(5) 2.42% 30-Day Standardized Yield(6) 3.42% Total Annual Operating Expenses(7) 1.69% CLASS C 1-YEAR 5-YEAR 10-YEAR - ------- ------- ------- ------- Cumulative Total Return(1) -38.46% -10.80% +2.49% Average Annual Total Return(2) -39.03% -2.26% +0.25% Value of $10,000 Investment(3) $ 6,097 $ 8,920 $10,249 Avg. Ann. Total Return (9/30/08)(4) -27.75% +2.41% +2.46% Distribution Rate(5) 2.41% 30-Day Standardized Yield(6) 3.40% Total Annual Operating Expenses(7) 1.69% CLASS R 1-YEAR 5-YEAR INCEPTION (8/1/02) - ------- ------- ------- ----------------- Cumulative Total Return(1) -38.18% -8.65% +3.71% Average Annual Total Return(2) -38.18% -1.79% +0.59% Value of $10,000 Investment(3) $ 6,182 $9,135 $10,757 Avg. Ann. Total Return (9/30/08)(4) -26.78% +2.90% +3.53% Distribution Rate(5) 2.96% 30-Day Standardized Yield(6) 3.91% Total Annual Operating Expenses(7) 1.19% ADVISOR CLASS(8) 1-YEAR 5-YEAR 10-YEAR - ---------------- ------- ------- ------- Cumulative Total Return(1) -37.94% -7.35% +10.55% Average Annual Total Return(2) -37.94% -1.51% +1.01% Value of $10,000 Investment(3) $ 6,206 $9,265 $11,055 Avg. Ann. Total Return (9/30/08)(4) -26.44% +3.21% +3.24% Distribution Rate(5) 3.58% 30-Day Standardized Yield(6) 4.42% Total Annual Operating Expenses(7) 0.69% PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. FOR MOST RECENT MONTH-END PERFORMANCE, SEE "FUNDS AND PERFORMANCE" AT franklintempleton.com OR CALL (800) 342-5236. 32 | Annual Report Performance Summary (CONTINUED) TOTAL RETURN INDEX COMPARISON FOR A HYPOTHETICAL $10,000 INVESTMENT Total return represents the change in value of an investment over the periods shown. It includes any current, applicable, maximum sales charge, Fund expenses, account fees and reinvested distributions. The unmanaged indexes include reinvestment of any income or distributions. They differ from the Fund in composition and do not pay management fees or expenses. One cannot invest directly in an index. AVERAGE ANNUAL TOTAL RETURN CLASS A 10/31/08 - ------- -------- 1-Year -41.58% 5-Year -2.70% 10-Year +0.40% CLASS A (11/1/98-10/31/08) (PERFORMANCE GRAPH) FRANKLIN EQUITY LIPPER INCOME FUND - S&P 500 EQUITY INCOME DATE CLASS A INDEX(9) FUNDS AVERAGE(9) CPI(9) ---- --------------- ------- ---------------- -------- 11/1/1998 $ 9,423 $10,000 $10,000 $10,000 11/30/1998 $ 9,727 $10,606 $10,407 $10,000 12/31/1998 $ 9,729 $11,217 $10,732 $ 9,994 1/31/1999 $ 9,544 $11,686 $10,676 $10,018 2/28/1999 $ 9,378 $11,323 $10,463 $10,030 3/31/1999 $ 9,500 $11,776 $10,703 $10,061 4/30/1999 $10,252 $12,232 $11,430 $10,134 5/31/1999 $10,364 $11,943 $11,354 $10,134 6/30/1999 $10,487 $12,606 $11,690 $10,134 7/31/1999 $10,202 $12,213 $11,367 $10,165 8/31/1999 $ 9,958 $12,152 $11,074 $10,189 9/30/1999 $ 9,682 $11,819 $10,709 $10,238 10/31/1999 $ 9,885 $12,567 $11,123 $10,256 11/30/1999 $ 9,778 $12,823 $11,070 $10,262 12/31/1999 $ 9,806 $13,578 $11,221 $10,262 1/31/2000 $ 9,502 $12,896 $10,841 $10,293 2/29/2000 $ 8,996 $12,652 $10,254 $10,354 3/31/2000 $ 9,853 $13,889 $11,245 $10,439 4/30/2000 $ 9,956 $13,471 $11,197 $10,445 5/31/2000 $10,160 $13,195 $11,385 $10,457 6/30/2000 $ 9,936 $13,520 $11,120 $10,512 7/31/2000 $10,027 $13,309 $11,167 $10,537 8/31/2000 $10,735 $14,135 $11,815 $10,537 9/30/2000 $10,896 $13,389 $11,866 $10,591 10/31/2000 $11,273 $13,333 $12,087 $10,610 11/30/2000 $11,030 $12,281 $11,665 $10,616 12/31/2000 $11,630 $12,342 $12,279 $10,610 1/31/2001 $11,749 $12,779 $12,378 $10,677 2/28/2001 $11,510 $11,614 $12,035 $10,720 3/31/2001 $11,154 $10,878 $11,649 $10,744 4/30/2001 $11,691 $11,724 $12,292 $10,787 5/31/2001 $11,870 $11,802 $12,491 $10,835 6/30/2001 $11,677 $11,515 $12,181 $10,854 7/31/2001 $11,832 $11,402 $12,152 $10,823 8/31/2001 $11,525 $10,688 $11,769 $10,823 9/30/2001 $10,649 $ 9,825 $10,989 $10,872 10/31/2001 $10,573 $10,012 $11,019 $10,835 11/30/2001 $11,211 $10,780 $11,567 $10,817 12/31/2001 $11,475 $10,875 $11,808 $10,774 1/31/2002 $11,452 $10,716 $11,667 $10,799 2/28/2002 $11,599 $10,510 $11,722 $10,841 3/31/2002 $11,951 $10,905 $12,184 $10,902 4/30/2002 $11,589 $10,244 $11,800 $10,963 5/31/2002 $11,730 $10,168 $11,778 $10,963 6/30/2002 $11,020 $ 9,444 $11,062 $10,970 7/31/2002 $10,114 $ 8,708 $10,144 $10,982 8/31/2002 $10,176 $ 8,765 $10,239 $11,018 9/30/2002 $ 8,960 $ 7,812 $ 9,173 $11,037 10/31/2002 $ 9,470 $ 8,500 $ 9,703 $11,055 11/30/2002 $10,123 $ 9,000 $10,263 $11,055 12/31/2002 $ 9,742 $ 8,471 $ 9,895 $11,030 1/31/2003 $ 9,353 $ 8,249 $ 9,607 $11,079 2/28/2003 $ 8,995 $ 8,125 $ 9,354 $11,165 3/31/2003 $ 8,990 $ 8,204 $ 9,376 $11,232 4/30/2003 $ 9,669 $ 8,880 $10,100 $11,207 5/31/2003 $10,326 $ 9,348 $10,745 $11,189 6/30/2003 $10,495 $ 9,468 $10,872 $11,201 7/31/2003 $10,528 $ 9,634 $10,995 $11,213 8/31/2003 $10,667 $ 9,822 $11,175 $11,256 9/30/2003 $10,625 $ 9,718 $11,080 $11,293 10/31/2003 $11,243 $10,268 $11,636 $11,280 11/30/2003 $11,383 $10,359 $11,787 $11,250 12/31/2003 $12,166 $10,902 $12,484 $11,238 1/31/2004 $12,344 $11,102 $12,636 $11,293 2/29/2004 $12,536 $11,257 $12,879 $11,354 3/31/2004 $12,354 $11,087 $12,749 $11,427 4/30/2004 $12,190 $10,913 $12,517 $11,463 5/31/2004 $12,268 $11,062 $12,587 $11,530 6/30/2004 $12,557 $11,277 $12,871 $11,567 7/31/2004 $12,329 $10,904 $12,611 $11,549 8/31/2004 $12,497 $10,947 $12,751 $11,555 9/30/2004 $12,569 $11,065 $12,934 $11,579 10/31/2004 $12,596 $11,235 $13,076 $11,640 11/30/2004 $13,087 $11,690 $13,662 $11,646 12/31/2004 $13,440 $12,087 $14,077 $11,604 1/31/2005 $13,182 $11,793 $13,825 $11,628 2/28/2005 $13,651 $12,040 $14,262 $11,695 3/31/2005 $13,314 $11,827 $14,024 $11,787 4/30/2005 $13,153 $11,603 $13,789 $11,866 5/31/2005 $13,331 $11,972 $14,082 $11,854 6/30/2005 $13,411 $11,989 $14,221 $11,860 7/31/2005 $13,615 $12,435 $14,653 $11,915 8/31/2005 $13,570 $12,321 $14,555 $11,976 9/30/2005 $13,716 $12,421 $14,670 $12,122 10/31/2005 $13,469 $12,214 $14,375 $12,146 11/30/2005 $13,793 $12,676 $14,778 $12,049 12/31/2005 $13,871 $12,680 $14,853 $12,000 1/31/2006 $14,212 $13,016 $15,333 $12,091 2/28/2006 $14,234 $13,052 $15,391 $12,116 3/31/2006 $14,338 $13,214 $15,602 $12,183 4/30/2006 $14,702 $13,391 $15,958 $12,287 5/31/2006 $14,354 $13,006 $15,586 $12,348 6/30/2006 $14,439 $13,024 $15,639 $12,372 7/31/2006 $14,551 $13,104 $15,885 $12,409 8/31/2006 $14,848 $13,416 $16,175 $12,433 9/30/2006 $15,180 $13,762 $16,445 $12,372 10/31/2006 $15,629 $14,210 $16,947 $12,305 11/30/2006 $15,886 $14,480 $17,284 $12,287 12/31/2006 $16,140 $14,683 $17,601 $12,305 1/31/2007 $16,326 $14,905 $17,821 $12,342 2/28/2007 $16,150 $14,614 $17,642 $12,408 3/31/2007 $16,285 $14,777 $17,875 $12,521 4/30/2007 $17,014 $15,432 $18,578 $12,603 5/31/2007 $17,663 $15,970 $19,206 $12,680 6/30/2007 $17,284 $15,705 $18,896 $12,704 7/31/2007 $16,435 $15,218 $18,235 $12,701 8/31/2007 $16,647 $15,446 $18,483 $12,678 9/30/2007 $16,911 $16,024 $19,039 $12,713 10/31/2007 $16,785 $16,279 $19,211 $12,740 11/30/2007 $15,739 $15,598 $18,456 $12,816 12/31/2007 $15,567 $15,490 $18,277 $12,807 1/31/2008 $15,309 $14,561 $17,480 $12,871 2/29/2008 $14,599 $14,088 $16,959 $12,908 3/31/2008 $14,477 $14,027 $16,839 $13,020 4/30/2008 $15,199 $14,710 $17,514 $13,099 5/31/2008 $15,210 $14,901 $17,705 $13,209 6/30/2008 $13,750 $13,645 $16,191 $13,342 7/31/2008 $13,484 $13,530 $16,074 $13,412 8/31/2008 $13,688 $13,725 $16,264 $13,359 9/30/2008 $12,421 $12,502 $15,061 $13,340 10/31/2008 $10,405 $10,403 $12,725 $13,206 Total Returns 4.05% 4.03% 27.25% 32.06% AVERAGE ANNUAL TOTAL RETURN CLASS B 10/31/08 - ------- -------- 1-Year -40.77% 5-Year -2.58% Since Inception (1/1/99) +0.07% CLASS B (1/1/99-10/31/08) (PERFORMANCE GRAPH) FRANKLIN EQUITY LIPPER INCOME FUND - S&P 500 EQUITY INCOME DATE CLASS B INDEX(9) FUNDS AVERAGE(9) CPI(9) ---- --------------- ------- ---------------- -------- 1/1/1999 $10,000 $10,000 $10,000 $10,000 1/31/1999 $ 9,805 $10,418 $ 9,948 $10,024 2/28/1999 $ 9,629 $10,094 $ 9,750 $10,037 3/31/1999 $ 9,748 $10,498 $ 9,973 $10,067 4/30/1999 $10,513 $10,905 $10,650 $10,140 5/31/1999 $10,617 $10,647 $10,580 $10,140 6/30/1999 $10,732 $11,238 $10,893 $10,140 7/31/1999 $10,435 $10,887 $10,592 $10,171 8/31/1999 $10,179 $10,834 $10,319 $10,195 9/30/1999 $ 9,885 $10,537 $ 9,979 $10,244 10/31/1999 $10,087 $11,203 $10,365 $10,262 11/30/1999 $ 9,966 $11,431 $10,315 $10,268 12/31/1999 $10,000 $12,104 $10,456 $10,268 1/31/2000 $ 9,677 $11,496 $10,102 $10,299 2/29/2000 $ 9,160 $11,279 $ 9,555 $10,360 3/31/2000 $10,023 $12,382 $10,479 $10,445 4/30/2000 $10,116 $12,010 $10,434 $10,451 5/31/2000 $10,317 $11,763 $10,609 $10,464 6/30/2000 $10,084 $12,053 $10,362 $10,519 7/31/2000 $10,171 $11,865 $10,405 $10,543 8/31/2000 $10,880 $12,602 $11,010 $10,543 9/30/2000 $11,043 $11,936 $11,057 $10,598 10/31/2000 $11,415 $11,886 $11,263 $10,616 11/30/2000 $11,162 $10,949 $10,870 $10,622 12/31/2000 $11,757 $11,002 $11,441 $10,616 1/31/2001 $11,876 $11,393 $11,534 $10,683 2/28/2001 $11,627 $10,354 $11,215 $10,726 3/31/2001 $11,258 $ 9,698 $10,855 $10,750 4/30/2001 $11,795 $10,452 $11,454 $10,793 5/31/2001 $11,969 $10,522 $11,639 $10,842 6/30/2001 $11,761 $10,266 $11,351 $10,860 7/31/2001 $11,911 $10,165 $11,323 $10,830 8/31/2001 $11,595 $ 9,528 $10,967 $10,830 9/30/2001 $10,709 $ 8,759 $10,240 $10,879 10/31/2001 $10,619 $ 8,926 $10,267 $10,842 11/30/2001 $11,255 $ 9,611 $10,779 $10,824 12/31/2001 $11,515 $ 9,695 $11,003 $10,781 1/31/2002 $11,486 $ 9,553 $10,872 $10,805 2/28/2002 $11,621 $ 9,369 $10,923 $10,848 3/31/2002 $11,975 $ 9,721 $11,353 $10,909 4/30/2002 $11,604 $ 9,132 $10,996 $10,970 5/31/2002 $11,738 $ 9,065 $10,975 $10,970 6/30/2002 $11,018 $ 8,419 $10,308 $10,976 7/31/2002 $10,108 $ 7,763 $ 9,452 $10,988 8/31/2002 $10,164 $ 7,814 $ 9,541 $11,025 9/30/2002 $ 8,945 $ 6,965 $ 8,548 $11,043 10/31/2002 $ 9,443 $ 7,578 $ 9,042 $11,062 11/30/2002 $10,096 $ 8,024 $ 9,563 $11,062 12/31/2002 $ 9,709 $ 7,552 $ 9,220 $11,037 1/31/2003 $ 9,309 $ 7,354 $ 8,952 $11,086 2/28/2003 $ 8,953 $ 7,244 $ 8,716 $11,171 3/31/2003 $ 8,936 $ 7,314 $ 8,736 $11,239 4/30/2003 $ 9,609 $ 7,917 $ 9,412 $11,214 5/31/2003 $10,252 $ 8,334 $10,012 $11,196 6/30/2003 $10,415 $ 8,440 $10,130 $11,208 7/31/2003 $10,442 $ 8,589 $10,246 $11,220 8/31/2003 $10,576 $ 8,756 $10,413 $11,263 9/30/2003 $10,527 $ 8,664 $10,324 $11,300 10/31/2003 $11,129 $ 9,154 $10,843 $11,287 11/30/2003 $11,261 $ 9,235 $10,984 $11,257 12/31/2003 $12,031 $ 9,719 $11,633 $11,245 1/31/2004 $12,202 $ 9,898 $11,775 $11,300 2/29/2004 $12,385 $10,035 $12,001 $11,361 3/31/2004 $12,196 $ 9,884 $11,879 $11,434 4/30/2004 $12,025 $ 9,728 $11,663 $11,470 5/31/2004 $12,095 $ 9,862 $11,729 $11,538 6/30/2004 $12,373 $10,053 $11,994 $11,574 7/31/2004 $12,139 $ 9,720 $11,751 $11,556 8/31/2004 $12,298 $ 9,759 $11,882 $11,562 9/30/2004 $12,362 $ 9,865 $12,052 $11,586 10/31/2004 $12,375 $10,016 $12,184 $11,647 11/30/2004 $12,852 $10,421 $12,730 $11,653 12/31/2004 $13,192 $10,775 $13,117 $11,611 1/31/2005 $12,930 $10,513 $12,882 $11,635 2/28/2005 $13,378 $10,734 $13,289 $11,702 3/31/2005 $13,044 $10,544 $13,067 $11,794 4/30/2005 $12,878 $10,344 $12,849 $11,873 5/31/2005 $13,051 $10,673 $13,122 $11,861 6/30/2005 $13,115 $10,688 $13,252 $11,867 7/31/2005 $13,307 $11,085 $13,654 $11,922 8/31/2005 $13,255 $10,984 $13,563 $11,983 9/30/2005 $13,390 $11,073 $13,670 $12,129 10/31/2005 $13,139 $10,889 $13,395 $12,154 11/30/2005 $13,448 $11,301 $13,770 $12,056 12/31/2005 $13,516 $11,304 $13,841 $12,007 1/31/2006 $13,841 $11,604 $14,288 $12,099 2/28/2006 $13,854 $11,635 $14,342 $12,123 3/31/2006 $13,947 $11,780 $14,538 $12,190 4/30/2006 $14,293 $11,938 $14,870 $12,294 5/31/2006 $13,939 $11,595 $14,523 $12,355 6/30/2006 $14,012 $11,611 $14,573 $12,379 7/31/2006 $14,119 $11,682 $14,802 $12,416 8/31/2006 $14,392 $11,960 $15,072 $12,441 9/30/2006 $14,707 $12,268 $15,324 $12,379 10/31/2006 $15,135 $12,668 $15,792 $12,312 11/30/2006 $15,369 $12,909 $16,106 $12,294 12/31/2006 $15,613 $13,090 $16,401 $12,312 1/31/2007 $15,794 $13,288 $16,606 $12,350 2/28/2007 $15,624 $13,028 $16,439 $12,416 3/31/2007 $15,755 $13,174 $16,656 $12,529 4/30/2007 $16,461 $13,757 $17,311 $12,610 5/31/2007 $17,088 $14,237 $17,896 $12,688 6/30/2007 $16,722 $14,001 $17,608 $12,712 7/31/2007 $15,901 $13,567 $16,992 $12,709 8/31/2007 $16,106 $13,770 $17,223 $12,686 9/30/2007 $16,361 $14,285 $17,741 $12,721 10/31/2007 $16,240 $14,512 $17,901 $12,748 11/30/2007 $15,226 $13,906 $17,197 $12,823 12/31/2007 $15,060 $13,809 $17,031 $12,815 1/31/2008 $14,810 $12,981 $16,288 $12,879 2/29/2008 $14,123 $12,559 $15,803 $12,916 3/31/2008 $14,004 $12,505 $15,691 $13,028 4/30/2008 $14,702 $13,114 $16,320 $13,107 5/31/2008 $14,712 $13,284 $16,498 $13,217 6/30/2008 $13,300 $12,164 $15,087 $13,351 7/31/2008 $13,042 $12,062 $14,978 $13,421 8/31/2008 $13,240 $12,236 $15,155 $13,367 9/30/2008 $12,015 $11,146 $14,034 $13,349 10/31/2008 $10,065 $ 9,274 $11,857 $13,214 Total Returns 0.65% -7.26% 18.57% 32.14% Annual Report | 33 Performance Summary (CONTINUED) AVERAGE ANNUAL TOTAL RETURN CLASS C 10/31/08 - ------- -------- 1-Year -39.03% 5-Year -2.26% 10-Year +0.25% CLASS C (11/1/98-10/31/08) (PERFORMANCE GRAPH) FRANKLIN EQUITY LIPPER INCOME FUND - S&P 500 EQUITY INCOME DATE CLASS C INDEX(9) FUNDS AVERAGE(9) CPI(9) ---- --------------- ------- ---------------- -------- 11/1/1998 $10,000 $10,000 $10,000 $10,000 11/30/1998 $10,317 $10,606 $10,407 $10,000 12/31/1998 $10,308 $11,217 $10,732 $ 9,994 1/31/1999 $10,111 $11,686 $10,676 $10,018 2/28/1999 $ 9,929 $11,323 $10,463 $10,030 3/31/1999 $10,052 $11,776 $10,703 $10,061 4/30/1999 $10,842 $12,232 $11,430 $10,134 5/31/1999 $10,950 $11,943 $11,354 $10,134 6/30/1999 $11,074 $12,606 $11,690 $10,134 7/31/1999 $10,766 $12,213 $11,367 $10,165 8/31/1999 $10,501 $12,152 $11,074 $10,189 9/30/1999 $10,203 $11,819 $10,709 $10,238 10/31/1999 $10,411 $12,567 $11,123 $10,256 11/30/1999 $10,291 $12,823 $11,070 $10,262 12/31/1999 $10,313 $13,578 $11,221 $10,262 1/31/2000 $ 9,984 $12,896 $10,841 $10,293 2/29/2000 $ 9,449 $12,652 $10,254 $10,354 3/31/2000 $10,345 $13,889 $11,245 $10,439 4/30/2000 $10,447 $13,471 $11,197 $10,445 5/31/2000 $10,654 $13,195 $11,385 $10,457 6/30/2000 $10,413 $13,520 $11,120 $10,512 7/31/2000 $10,503 $13,309 $11,167 $10,537 8/31/2000 $11,234 $14,135 $11,815 $10,537 9/30/2000 $11,402 $13,389 $11,866 $10,591 10/31/2000 $11,791 $13,333 $12,087 $10,610 11/30/2000 $11,529 $12,281 $11,665 $10,616 12/31/2000 $12,144 $12,342 $12,279 $10,610 1/31/2001 $12,260 $12,779 $12,378 $10,677 2/28/2001 $12,003 $11,614 $12,035 $10,720 3/31/2001 $11,628 $10,878 $11,649 $10,744 4/30/2001 $12,182 $11,724 $12,292 $10,787 5/31/2001 $12,355 $11,802 $12,491 $10,835 6/30/2001 $12,145 $11,515 $12,181 $10,854 7/31/2001 $12,300 $11,402 $12,152 $10,823 8/31/2001 $11,973 $10,688 $11,769 $10,823 9/30/2001 $11,052 $ 9,825 $10,989 $10,872 10/31/2001 $10,966 $10,012 $11,019 $10,835 11/30/2001 $11,622 $10,780 $11,567 $10,817 12/31/2001 $11,890 $10,875 $11,808 $10,774 1/31/2002 $11,861 $10,716 $11,667 $10,799 2/28/2002 $12,000 $10,510 $11,722 $10,841 3/31/2002 $12,359 $10,905 $12,184 $10,902 4/30/2002 $11,982 $10,244 $11,800 $10,963 5/31/2002 $12,115 $10,168 $11,778 $10,963 6/30/2002 $11,378 $ 9,444 $11,062 $10,970 7/31/2002 $10,438 $ 8,708 $10,144 $10,982 8/31/2002 $10,496 $ 8,765 $10,239 $11,018 9/30/2002 $ 9,238 $ 7,812 $ 9,173 $11,037 10/31/2002 $ 9,752 $ 8,500 $ 9,703 $11,055 11/30/2002 $10,426 $ 9,000 $10,263 $11,055 12/31/2002 $10,021 $ 8,471 $ 9,895 $11,030 1/31/2003 $ 9,615 $ 8,249 $ 9,607 $11,079 2/28/2003 $ 9,241 $ 8,125 $ 9,354 $11,165 3/31/2003 $ 9,230 $ 8,204 $ 9,376 $11,232 4/30/2003 $ 9,924 $ 8,880 $10,100 $11,207 5/31/2003 $10,588 $ 9,348 $10,745 $11,189 6/30/2003 $10,756 $ 9,468 $10,872 $11,201 7/31/2003 $10,777 $ 9,634 $10,995 $11,213 8/31/2003 $10,920 $ 9,822 $11,175 $11,256 9/30/2003 $10,869 $ 9,718 $11,080 $11,293 10/31/2003 $11,490 $10,268 $11,636 $11,280 11/30/2003 $11,627 $10,359 $11,787 $11,250 12/31/2003 $12,421 $10,902 $12,484 $11,238 1/31/2004 $12,591 $11,102 $12,636 $11,293 2/29/2004 $12,786 $11,257 $12,879 $11,354 3/31/2004 $12,591 $11,087 $12,749 $11,427 4/30/2004 $12,415 $10,913 $12,517 $11,463 5/31/2004 $12,487 $11,062 $12,587 $11,530 6/30/2004 $12,768 $11,277 $12,871 $11,567 7/31/2004 $12,533 $10,904 $12,611 $11,549 8/31/2004 $12,696 $10,947 $12,751 $11,555 9/30/2004 $12,762 $11,065 $12,934 $11,579 10/31/2004 $12,776 $11,235 $13,076 $11,640 11/30/2004 $13,267 $11,690 $13,662 $11,646 12/31/2004 $13,618 $12,087 $14,077 $11,604 1/31/2005 $13,348 $11,793 $13,825 $11,628 2/28/2005 $13,810 $12,040 $14,262 $11,695 3/31/2005 $13,466 $11,827 $14,024 $11,787 4/30/2005 $13,294 $11,603 $13,789 $11,866 5/31/2005 $13,472 $11,972 $14,082 $11,854 6/30/2005 $13,538 $11,989 $14,221 $11,860 7/31/2005 $13,737 $12,435 $14,653 $11,915 8/31/2005 $13,683 $12,321 $14,555 $11,976 9/30/2005 $13,822 $12,421 $14,670 $12,122 10/31/2005 $13,563 $12,214 $14,375 $12,146 11/30/2005 $13,882 $12,676 $14,778 $12,049 12/31/2005 $13,952 $12,680 $14,853 $12,000 1/31/2006 $14,287 $13,016 $15,333 $12,091 2/28/2006 $14,301 $13,052 $15,391 $12,116 3/31/2006 $14,397 $13,214 $15,602 $12,183 4/30/2006 $14,754 $13,391 $15,958 $12,287 5/31/2006 $14,389 $13,006 $15,586 $12,348 6/30/2006 $14,464 $13,024 $15,639 $12,372 7/31/2006 $14,575 $13,104 $15,885 $12,409 8/31/2006 $14,857 $13,416 $16,175 $12,433 9/30/2006 $15,181 $13,762 $16,445 $12,372 10/31/2006 $15,623 $14,210 $16,947 $12,305 11/30/2006 $15,865 $14,480 $17,284 $12,287 12/31/2006 $16,117 $14,683 $17,601 $12,305 1/31/2007 $16,286 $14,905 $17,821 $12,342 2/28/2007 $16,107 $14,614 $17,642 $12,408 3/31/2007 $16,225 $14,777 $17,875 $12,521 4/30/2007 $16,944 $15,432 $18,578 $12,603 5/31/2007 $17,582 $15,970 $19,206 $12,680 6/30/2007 $17,194 $15,705 $18,896 $12,704 7/31/2007 $16,336 $15,218 $18,235 $12,701 8/31/2007 $16,537 $15,446 $18,483 $12,678 9/30/2007 $16,790 $16,024 $19,039 $12,713 10/31/2007 $16,654 $16,279 $19,211 $12,740 11/30/2007 $15,608 $15,598 $18,456 $12,816 12/31/2007 $15,426 $15,490 $18,277 $12,807 1/31/2008 $15,157 $14,561 $17,480 $12,871 2/29/2008 $14,449 $14,088 $16,959 $12,908 3/31/2008 $14,317 $14,027 $16,839 $13,020 4/30/2008 $15,031 $14,710 $17,514 $13,099 5/31/2008 $15,032 $14,901 $17,705 $13,209 6/30/2008 $13,576 $13,645 $16,191 $13,342 7/31/2008 $13,303 $13,530 $16,074 $13,412 8/31/2008 $13,498 $13,725 $16,264 $13,359 9/30/2008 $12,245 $12,502 $15,061 $13,340 10/31/2008 $10,249 $10,403 $12,725 $13,206 Total Returns 2.49% 4.03% 27.25% 32.06% AVERAGE ANNUAL TOTAL RETURN CLASS R 10/31/08 - ------- -------- 1-Year -38.18% 5-Year -1.79% Since Inception (8/1/02) +0.59% CLASS R (8/1/02-10/31/08) (PERFORMANCE GRAPH) FRANKLIN EQUITY LIPPER INCOME FUND - S&P 500 EQUITY INCOME DATE CLASS R INDEX(9) FUNDS AVERAGE(9) CPI(9) ---- --------------- ------- ---------------- -------- 8/1/2002 $10,000 $10,000 $10,000 $10,000 8/31/2002 $10,303 $10,066 $10,094 $10,033 9/30/2002 $ 9,070 $ 8,972 $ 9,043 $10,050 10/31/2002 $ 9,584 $ 9,761 $ 9,566 $10,067 11/30/2002 $10,248 $10,336 $10,118 $10,067 12/31/2002 $ 9,854 $ 9,728 $ 9,755 $10,044 1/31/2003 $ 9,460 $ 9,473 $ 9,471 $10,089 2/28/2003 $ 9,096 $ 9,331 $ 9,222 $10,167 3/31/2003 $ 9,090 $ 9,422 $ 9,243 $10,228 4/30/2003 $ 9,781 $10,198 $ 9,957 $10,205 5/31/2003 $10,436 $10,736 $10,593 $10,189 6/30/2003 $10,606 $10,873 $10,718 $10,200 7/31/2003 $10,637 $11,064 $10,840 $10,211 8/31/2003 $10,776 $11,280 $11,017 $10,250 9/30/2003 $10,731 $11,161 $10,923 $10,283 10/31/2003 $11,352 $11,792 $11,471 $10,272 11/30/2003 $11,492 $11,896 $11,620 $10,244 12/31/2003 $12,279 $12,520 $12,307 $10,233 1/31/2004 $12,456 $12,750 $12,457 $10,283 2/29/2004 $12,648 $12,927 $12,696 $10,339 3/31/2004 $12,468 $12,732 $12,568 $10,405 4/30/2004 $12,293 $12,532 $12,339 $10,439 5/31/2004 $12,369 $12,704 $12,409 $10,500 6/30/2004 $12,658 $12,950 $12,689 $10,533 7/31/2004 $12,425 $12,522 $12,433 $10,516 8/31/2004 $12,599 $12,572 $12,571 $10,522 9/30/2004 $12,662 $12,708 $12,750 $10,544 10/31/2004 $12,687 $12,902 $12,891 $10,600 11/30/2004 $13,178 $13,425 $13,468 $10,605 12/31/2004 $13,530 $13,881 $13,878 $10,566 1/31/2005 $13,268 $13,543 $13,629 $10,589 2/28/2005 $13,737 $13,827 $14,060 $10,650 3/31/2005 $13,396 $13,582 $13,825 $10,733 4/30/2005 $13,231 $13,325 $13,594 $10,805 5/31/2005 $13,413 $13,749 $13,882 $10,794 6/30/2005 $13,484 $13,768 $14,020 $10,800 7/31/2005 $13,687 $14,280 $14,446 $10,850 8/31/2005 $13,646 $14,150 $14,349 $10,905 9/30/2005 $13,789 $14,265 $14,463 $11,038 10/31/2005 $13,537 $14,027 $14,172 $11,061 11/30/2005 $13,853 $14,557 $14,569 $10,972 12/31/2005 $13,929 $14,563 $14,643 $10,927 1/31/2006 $14,275 $14,948 $15,116 $11,011 2/28/2006 $14,294 $14,989 $15,173 $11,033 3/31/2006 $14,396 $15,175 $15,381 $11,094 4/30/2006 $14,757 $15,379 $15,732 $11,188 5/31/2006 $14,399 $14,936 $15,365 $11,244 6/30/2006 $14,481 $14,957 $15,418 $11,266 7/31/2006 $14,596 $15,049 $15,660 $11,299 8/31/2006 $14,885 $15,407 $15,946 $11,321 9/30/2006 $15,213 $15,804 $16,213 $11,266 10/31/2006 $15,661 $16,319 $16,707 $11,205 11/30/2006 $15,915 $16,629 $17,040 $11,188 12/31/2006 $16,172 $16,863 $17,351 $11,205 1/31/2007 $16,348 $17,118 $17,568 $11,239 2/28/2007 $16,168 $16,783 $17,393 $11,299 3/31/2007 $16,300 $16,971 $17,622 $11,402 4/30/2007 $17,026 $17,722 $18,315 $11,476 5/31/2007 $17,678 $18,341 $18,934 $11,546 6/30/2007 $17,296 $18,036 $18,629 $11,569 7/31/2007 $16,436 $17,477 $17,977 $11,566 8/31/2007 $16,652 $17,739 $18,221 $11,545 9/30/2007 $16,911 $18,402 $18,770 $11,576 10/31/2007 $16,775 $18,695 $18,939 $11,601 11/30/2007 $15,733 $17,913 $18,195 $11,670 12/31/2007 $15,550 $17,789 $18,018 $11,662 1/31/2008 $15,281 $16,722 $17,232 $11,720 2/29/2008 $14,569 $16,179 $16,719 $11,754 3/31/2008 $14,443 $16,109 $16,600 $11,856 4/30/2008 $15,166 $16,893 $17,266 $11,928 5/31/2008 $15,174 $17,112 $17,454 $12,028 6/30/2008 $13,707 $15,670 $15,962 $12,150 7/31/2008 $13,439 $15,538 $15,847 $12,213 8/31/2008 $13,647 $15,763 $16,034 $12,165 9/30/2008 $12,383 $14,358 $14,847 $12,148 10/31/2008 $10,371 $11,947 $12,545 $12,025 Total Returns 3.71% 19.47% 25.45% 20.25% 34 | Annual Report PERFORMANCE SUMMARY (CONTINUED) AVERAGE ANNUAL TOTAL RETURN ADVISOR CLASS(8) 10/31/08 - ---------------- -------- 1-Year -37.94% 5-Year -1.51% 10-Year +1.01% ADVISOR CLASS (11/1/98-10/31/08)(8) (PERFORMANCE GRAPH) FRANKLIN EQUITY LIPPER INCOME FUND - S&P 500 EQUITY INCOME DATE ADVISOR CLASS INDEX(9) FUNDS AVERAGE(9) CPI(9) ---- --------------- ------- ---------------- -------- 11/1/1998 $10,000 $10,000 $10,000 $10,000 11/30/1998 $10,322 $10,606 $10,407 $10,000 12/31/1998 $10,324 $11,217 $10,732 $ 9,994 1/31/1999 $10,128 $11,686 $10,676 $10,018 2/28/1999 $ 9,953 $11,323 $10,463 $10,030 3/31/1999 $10,082 $11,776 $10,703 $10,061 4/30/1999 $10,879 $12,232 $11,430 $10,134 5/31/1999 $10,999 $11,943 $11,354 $10,134 6/30/1999 $11,129 $12,606 $11,690 $10,134 7/31/1999 $10,827 $12,213 $11,367 $10,165 8/31/1999 $10,568 $12,152 $11,074 $10,189 9/30/1999 $10,275 $11,819 $10,709 $10,238 10/31/1999 $10,490 $12,567 $11,123 $10,256 11/30/1999 $10,377 $12,823 $11,070 $10,262 12/31/1999 $10,406 $13,578 $11,221 $10,262 1/31/2000 $10,083 $12,896 $10,841 $10,293 2/29/2000 $ 9,547 $12,652 $10,254 $10,354 3/31/2000 $10,457 $13,889 $11,245 $10,439 4/30/2000 $10,566 $13,471 $11,197 $10,445 5/31/2000 $10,782 $13,195 $11,385 $10,457 6/30/2000 $10,544 $13,520 $11,120 $10,512 7/31/2000 $10,641 $13,309 $11,167 $10,537 8/31/2000 $11,393 $14,135 $11,815 $10,537 9/30/2000 $11,563 $13,389 $11,866 $10,591 10/31/2000 $11,964 $13,333 $12,087 $10,610 11/30/2000 $11,706 $12,281 $11,665 $10,616 12/31/2000 $12,342 $12,342 $12,279 $10,610 1/31/2001 $12,468 $12,779 $12,378 $10,677 2/28/2001 $12,215 $11,614 $12,035 $10,720 3/31/2001 $11,837 $10,878 $11,649 $10,744 4/30/2001 $12,407 $11,724 $12,292 $10,787 5/31/2001 $12,597 $11,802 $12,491 $10,835 6/30/2001 $12,392 $11,515 $12,181 $10,854 7/31/2001 $12,557 $11,402 $12,152 $10,823 8/31/2001 $12,231 $10,688 $11,769 $10,823 9/30/2001 $11,301 $ 9,825 $10,989 $10,872 10/31/2001 $11,220 $10,012 $11,019 $10,835 11/30/2001 $11,897 $10,780 $11,567 $10,817 12/31/2001 $12,177 $10,875 $11,808 $10,774 1/31/2002 $12,154 $10,716 $11,667 $10,799 2/28/2002 $12,309 $10,510 $11,722 $10,841 3/31/2002 $12,683 $10,905 $12,184 $10,902 4/30/2002 $12,298 $10,244 $11,800 $10,963 5/31/2002 $12,448 $10,168 $11,778 $10,963 6/30/2002 $11,694 $ 9,444 $11,062 $10,970 7/31/2002 $10,733 $ 8,708 $10,144 $10,982 8/31/2002 $10,799 $ 8,765 $10,239 $11,018 9/30/2002 $ 9,508 $ 7,812 $ 9,173 $11,037 10/31/2002 $10,050 $ 8,500 $ 9,703 $11,055 11/30/2002 $10,743 $ 9,000 $10,263 $11,055 12/31/2002 $10,338 $ 8,471 $ 9,895 $11,030 1/31/2003 $ 9,925 $ 8,249 $ 9,607 $11,079 2/28/2003 $ 9,545 $ 8,125 $ 9,354 $11,165 3/31/2003 $ 9,540 $ 8,204 $ 9,376 $11,232 4/30/2003 $10,261 $ 8,880 $10,100 $11,207 5/31/2003 $10,958 $ 9,348 $10,745 $11,189 6/30/2003 $11,138 $ 9,468 $10,872 $11,201 7/31/2003 $11,172 $ 9,634 $10,995 $11,213 8/31/2003 $11,320 $ 9,822 $11,175 $11,256 9/30/2003 $11,275 $ 9,718 $11,080 $11,293 10/31/2003 $11,931 $10,268 $11,636 $11,280 11/30/2003 $12,080 $10,359 $11,787 $11,250 12/31/2003 $12,910 $10,902 $12,484 $11,238 1/31/2004 $13,100 $11,102 $12,636 $11,293 2/29/2004 $13,303 $11,257 $12,879 $11,354 3/31/2004 $13,110 $11,087 $12,749 $11,427 4/30/2004 $12,936 $10,913 $12,517 $11,463 5/31/2004 $13,019 $11,062 $12,587 $11,530 6/30/2004 $13,326 $11,277 $12,871 $11,567 7/31/2004 $13,083 $10,904 $12,611 $11,549 8/31/2004 $13,262 $10,947 $12,751 $11,555 9/30/2004 $13,338 $11,065 $12,934 $11,579 10/31/2004 $13,367 $11,235 $13,076 $11,640 11/30/2004 $13,888 $11,690 $13,662 $11,646 12/31/2004 $14,262 $12,087 $14,077 $11,604 1/31/2005 $13,989 $11,793 $13,825 $11,628 2/28/2005 $14,486 $12,040 $14,262 $11,695 3/31/2005 $14,129 $11,827 $14,024 $11,787 4/30/2005 $13,958 $11,603 $13,789 $11,866 5/31/2005 $14,147 $11,972 $14,082 $11,854 6/30/2005 $14,232 $11,989 $14,221 $11,860 7/31/2005 $14,448 $12,435 $14,653 $11,915 8/31/2005 $14,401 $12,321 $14,555 $11,976 9/30/2005 $14,556 $12,421 $14,670 $12,122 10/31/2005 $14,293 $12,214 $14,375 $12,146 11/30/2005 $14,637 $12,676 $14,778 $12,049 12/31/2005 $14,720 $12,680 $14,853 $12,000 1/31/2006 $15,082 $13,016 $15,333 $12,091 2/28/2006 $15,106 $13,052 $15,391 $12,116 3/31/2006 $15,216 $13,214 $15,602 $12,183 4/30/2006 $15,602 $13,391 $15,958 $12,287 5/31/2006 $15,233 $13,006 $15,586 $12,348 6/30/2006 $15,322 $13,024 $15,639 $12,372 7/31/2006 $15,441 $13,104 $15,885 $12,409 8/31/2006 $15,757 $13,416 $16,175 $12,433 9/30/2006 $16,109 $13,762 $16,445 $12,372 10/31/2006 $16,586 $14,210 $16,947 $12,305 11/30/2006 $16,858 $14,480 $17,284 $12,287 12/31/2006 $17,128 $14,683 $17,601 $12,305 1/31/2007 $17,326 $14,905 $17,821 $12,342 2/28/2007 $17,138 $14,614 $17,642 $12,408 3/31/2007 $17,282 $14,777 $17,875 $12,521 4/30/2007 $18,056 $15,432 $18,578 $12,603 5/31/2007 $18,744 $15,970 $19,206 $12,680 6/30/2007 $18,343 $15,705 $18,896 $12,704 7/31/2007 $17,442 $15,218 $18,235 $12,701 8/31/2007 $17,667 $15,446 $18,483 $12,678 9/30/2007 $17,946 $16,024 $19,039 $12,713 10/31/2007 $17,813 $16,279 $19,211 $12,740 11/30/2007 $16,702 $15,598 $18,456 $12,816 12/31/2007 $16,520 $15,490 $18,277 $12,807 1/31/2008 $16,246 $14,561 $17,480 $12,871 2/29/2008 $15,493 $14,088 $16,959 $12,908 3/31/2008 $15,363 $14,027 $16,839 $13,020 4/30/2008 $16,129 $14,710 $17,514 $13,099 5/31/2008 $16,149 $14,901 $17,705 $13,209 6/30/2008 $14,595 $13,645 $16,191 $13,342 7/31/2008 $14,315 $13,530 $16,074 $13,412 8/31/2008 $14,544 $13,725 $16,264 $13,359 9/30/2008 $13,202 $12,502 $15,061 $13,340 10/31/2008 $11,055 $10,403 $12,725 $13,206 Total Returns 10.55% 4.03% 27.25% 32.06% ENDNOTES WHILE STOCKS HAVE HISTORICALLY OUTPERFORMED OTHER ASSET CLASSES OVER THE LONG TERM, THEY TEND TO FLUCTUATE DRAMATICALLY OVER THE SHORT TERM AS A RESULT OF FACTORS AFFECTING INDIVIDUAL COMPANIES, INDUSTRIES OR THE SECURITIES MARKET AS A WHOLE. THE FUND'S INVESTMENT IN FOREIGN SECURITIES ALSO INVOLVES SPECIAL RISKS, INCLUDING CURRENCY FLUCTUATIONS AND ECONOMIC AS WELL AS POLITICAL UNCERTAINTY. 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. CLASS R: Shares are available to certain eligible investors as described in the prospectus. These shares have higher annual fees and expenses than Class A shares. ADVISOR CLASS: Shares are available to certain eligible investors as described in the prospectus. (1.) Cumulative total return represents the change in value of an investment over the periods indicated. (2.) Average annual total return represents the average annual change in value of an investment over the periods indicated. (3.) These figures represent the value of a hypothetical $10,000 investment in the Fund over the periods indicated. (4.) In accordance with SEC rules, we provide standardized average annual total return information through the latest calendar quarter. (5.) Distribution rate is based on an annualization of the respective class's October dividend and the maximum offering price (NAV for Classes B, C, R and Advisor) per share on 10/31/08. (6.) Yield, calculated as required by the SEC, is based on the earnings of the Fund's portfolio for the 30 days ended 10/31/08. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. (8.) Effective 5/15/08, the Fund began offering Advisor Class shares, which do not have sales charges or a Rule 12b-1 plan. Performance quotations for this class reflect the following methods of calculation: (a) For periods prior to 5/15/08, a restated figure is used based upon the Fund's Class A performance, excluding the effect of Class A's maximum initial sales charge, but reflecting the effect of the Class A Rule 12b-1 fees; and (b) for periods after 5/14/08, actual Advisor Class performance is used reflecting all charges and fees applicable to that class. Since 5/15/08 (commencement of sales), the cumulative total return of Advisor Class shares was -33.43%. (9.) Sources: (C) 2008 Morningstar; Lipper Inc. The S&P 500 consists of 500 stocks chosen for market size, liquidity and industry group representation. Each stock's weight in the index is proportionate to its market value. The S&P 500 is one of the most widely used benchmarks of U.S. equity performance. The Lipper Equity Income Funds Classification Average is calculated by averaging the total return of all funds within the Lipper Equity Income Funds classification in the Lipper Open-End underlying funds universe. Lipper Equity Income Funds are defined as funds that seek relatively high current income and growth of income through investing 60% or more of their portfolios in equities. For the 12-month period ended 10/31/08, there were 286 funds in this category. Lipper calculations do not include sales charges or expense subsidization by a fund's manager. The Fund's performance relative to the average may have differed if these and other factors had been considered. The Consumer Price Index (CPI), calculated by the U.S. Bureau of Labor Statistics, is a commonly used measure of the inflation rate. Annual Report | 35 Your Fund's Expenses FRANKLIN EQUITY 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. 36 | Annual Report Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES 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 5/1/08 VALUE 10/31/08 PERIOD* 5/1/08-10/31/08 ----------------- -------------- ----------------------- CLASS A Actual $1,000 $ 684.60 $4.15 Hypothetical (5% return before expenses) $1,000 $1,020.21 $4.98 CLASS B Actual $1,000 $ 681.70 $7.31 Hypothetical (5% return before expenses) $1,000 $1,016.44 $8.77 CLASS C Actual $1,000 $ 681.90 $7.31 Hypothetical (5% return before expenses) $1,000 $1,016.44 $8.77 CLASS R Actual $1,000 $ 683.80 $5.21 Hypothetical (5% return before expenses) $1,000 $1,018.95 $6.24 ADVISOR CLASS Actual (5/15/08-10/31/08) $1,000 $ 665.70 $2.82 Hypothetical (5% return before expenses) $1,000 $1,021.47 $3.71 * Expenses are calculated using the most recent six-month expense ratio, annualized for each class (A: 0.98%; B: 1.73%; C: 1.73%; R: 1.23%; and Advisor: 0.73%) multiplied by the average account value over the period, multiplied by 184/366 (Hypothetical for all share classes; Actual for Classes A, B, C and R) to reflect the one-half year period. For Actual Advisor Class expenses, the multiplier is 170/366 to reflect the number of days since inception. Annual Report | 37 Franklin Limited Maturity U.S. Government Securities Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin Limited Maturity U.S. Government Securities Fund seeks to provide investors with as high a level of current income as is consistent with prudent investing, while seeking to preserve shareholders' capital, by investing at least 80% of its net assets in securities with a dollar-weighted average maturity of less than 10 years and issued or guaranteed by the U.S. government, its agencies or instrumentalities.(1) Some of the Fund's investments may include securities issued by U.S. government-sponsored entities such as Fannie Mae and Freddie Mac.(2) PORTFOLIO BREAKDOWN Franklin Limited Maturity U.S. Government Securities Fund Based on Total Net Assets as of 10/31/08 (PIE CHART) U.S. Government & Agency Bonds .............. 55.3% Mortgage-Backed Securities .................. 37.5% Short-Term Investments & Other Net Assets ... 7.2% PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. PLEASE VISIT franklintempleton.com OR CALL (800) 342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. This annual report for Franklin Limited Maturity U.S. Government Securities Fund covers the fiscal year ended October 31, 2008. PERFORMANCE OVERVIEW For the 12 months under review, Franklin Limited Maturity U.S. Government Securities Fund - Class A posted a +4.67% cumulative total return. The Fund (1.) In determining a security's maturity for the purposes of calculating the Fund's average maturity, an estimate of the average time for its principal to be paid may be used. This can be substantially shorter than its stated final maturity. (2.) Although U.S. government sponsored entities may be chartered or sponsored by acts of Congress, their securities are neither insured nor guaranteed by the U.S. government. Please refer to the Fund's prospectus for a detailed discussion regarding various levels of credit support. The Fund's yield and share price are not guaranteed and will vary with market conditions. 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 81. 38 | Annual Report underperformed the +8.21% total return of its primary benchmark, the Barclays Capital (BC; formerly, Lehman Brothers) U.S. Treasury: 1-5 Year Index.(3) The Fund also underperformed the +6.26% return of its secondary benchmark, the BC U.S. Government: 1-3 Year Index.(4) We discontinued using the BC U.S. Government: 1-3 Year Index as a secondary benchmark because we believe the index no longer reflects the Fund's holdings. You can find the Fund's long-term performance data in the Performance Summary beginning on page 42. INVESTMENT STRATEGY We currently maintain the portfolio's average dollar-weighted maturity between one and five years. The Fund's average dollar-weighted maturity will vary with market conditions and the outlook for interest rates. We invest primarily in short- to intermediate-term securities guaranteed by the U.S. government, its agencies and instrumentalities. Some of the Fund's investments may include securities issued by U.S. government-sponsored entities, such as Fannie Mae and Freddie Mac.(2) Our portfolio emphasizes mortgage-backed bonds and agency debentures, while also diversifying across components of the U.S. Treasury sector. We analyze securities using proprietary and nonproprietary research to help identify attractive investment opportunities. MANAGER'S DISCUSSION During the year under review, fixed income returns were varied due to financial market turmoil. The BC U.S. Treasury Index performed well during the reporting period, increasing +7.76%.(5) Conversely, U.S. investment grade sectors as measured by the BC group of indexes underperformed their comparable duration Treasury equivalents but still produced positive returns. Higher quality agency and mortgage-backed securities (MBS) also produced positive returns, gaining (3.) 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. The BC U.S. Treasury: 1-5 Year Index includes securities in the Treasury index (i.e., public obligations of the U.S. Treasury) with a maturity from one up to (but not including) five years. (4.) Source: (C) 2008 Morningstar. The BC U.S. Government: 1-3 Year Index is the 1-3 year component of the BC U.S. Government Index. The indexes are unmanaged and include reinvestment of any income or distributions. One cannot invest in an index, nor is an index representative of the Fund's portfolio. (5.) Source: (C) 2008 Morningstar. The BC U.S. Treasury Index is the U.S. Treasury component of the U.S. Government index and covers public obligations of the U.S. Treasury with a remaining maturity of one year or more. Annual Report | 39 DIVIDEND DISTRIBUTIONS* Franklin Limited Maturity U.S. Government Securities Fund 11/1/07-10/31/08 DIVIDEND PER SHARE --------------------------- MONTH CLASS A ADVISOR CLASS - ----- ----------- ------------- November 3.25 cents 3.33 cents December** 5.59 cents 5.68 cents January 3.25 cents 3.34 cents February 3.25 cents 3.34 cents March 3.25 cents 3.34 cents April 3.25 cents 3.34 cents May 3.25 cents 3.34 cents June 3.25 cents 3.33 cents July 3.25 cents 3.33 cents August 3.25 cents 3.33 cents September 3.25 cents 3.33 cents October 3.25 cents 3.33 cents ----------- ----------- TOTAL 41.34 CENTS 42.36 CENTS * Assumes shares were purchased and held for the entire accrual period. 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. ** Includes an additional 2.34 cent per share distribution to meet excise tax requirements. 4.72% and 4.62% for the same period.(6) The Fund, which is currently invested only in U.S. Treasuries, agency debentures, agency mortgage pass-through securities and cash investments, benefited from these trends. In the recent environment, we favored high-quality agency debentures and mortgage pass-through securities. We found agency pass-through securities attractive during the review period because of their characteristically higher yields than comparable-maturity U.S. government securities, collateral backing and diverse structures and security types. As risk and liquidity premiums increased, spreads on investment grade sectors widened sharply as U.S. agency MBS and debentures underperformed comparable duration U.S. Treasuries. Thus, our allocation to agency MBS and (6.) Source: (C) 2008 Morningstar. The BC U.S. Agency Index is the U.S. Agency component of the BC U.S. Government/Credit Index and includes publicly issued debt of U.S. government agencies, quasi-federal corporations, and corporate or foreign debt guaranteed by the U.S. government. The BC Fixed Rate MBS Index is the MBS fixed rate component of the BC U.S. Aggregate Index and covers the mortgage-backed pass-through securities of Ginnie Mae, Fannie Mae and Freddie Mac. The MBS Index is formed by grouping the universe of over 600,000 individual fixed rate MBS pools into approximately 3,500 generic aggregates. The indexes are unmanaged and include reinvestment of any income or distributions. One cannot invest directly in an index, nor is an index representative of the Fund's portfolio. 40 | Annual Report debentures detracted from performance relative to the benchmark. Consistent with our strategy, we continued to look for opportunities within government bond markets that have lower interest rate risk. We emphasized agency debentures and mortgage pass-throughs, as we believed they offered better return potential and an income advantage over U.S. Treasuries. Thank you for your continued participation in Franklin Limited Maturity U.S. Government Securities Fund. We look forward to serving your future investment needs. (PHOTO OF KENT BURNS) /s/ Kent Burns Kent Burns, CFA (PHOTO OF PAUL VARUNOK) /s/ Paul Varunok Paul Varunok Portfolio Management Team Franklin Limited Maturity U.S. Government Securities Fund THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF OCTOBER 31, 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, COUNTRY, INDUSTRY, SECURITY OR THE FUND. STATEMENTS OF FACT ARE FROM SOURCES CONSIDERED RELIABLE, BUT THE INVESTMENT MANAGER MAKES NO REPRESENTATION OR WARRANTY AS TO THEIR COMPLETENESS OR ACCURACY. ALTHOUGH HISTORICAL PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, THESE INSIGHTS MAY HELP YOU UNDERSTAND OUR INVESTMENT MANAGEMENT PHILOSOPHY. Annual Report | 41 Performance Summary as of 10/31/08 FRANKLIN LIMITED MATURITY U.S. GOVERNMENT SECURITIES 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: FRGVX) CHANGE 10/31/08 10/31/07 - ----------------------- ------ -------- -------- Net Asset Value (NAV) +$0.05 $10.05 $10.00 DISTRIBUTIONS (11/1/07-10/31/08) Dividend Income $0.4134 ADVISOR CLASS (SYMBOL: FSUAX) CHANGE 10/31/08 10/31/07 - ----------------------------- ------ -------- -------- Net Asset Value (NAV) +$0.05 $10.04 $9.99 DISTRIBUTIONS (11/1/07-10/31/08) Dividend Income $0.4236 PERFORMANCE CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURNS INCLUDE MAXIMUM SALES CHARGES. CLASS A: 2.25% MAXIMUM INITIAL SALES CHARGE; ADVISOR CLASS: NO SALES CHARGES. CLASS A 1-YEAR 5-YEAR 10-YEAR - ------- ------ ------ ------- Cumulative Total Return(1) +4.67% +16.31% +48.03% Average Annual Total Return(2) +2.32% +2.60% +3.76% Avg. Ann. Total Return (9/30/08)(3) +2.83% +2.50% +3.82% Distribution Rate(4) 3.79% 30-Day Standardized Yield(5) 3.33% Total Annual Operating Expenses(6) 0.90% ADVISOR CLASS 1-YEAR 5-YEAR 10-YEAR - ------------- ------ ------ ------- Cumulative Total Return(1) +4.78% +16.91% +49.55% Average Annual Total Return(2) +4.78% +3.17% +4.11% Avg. Ann. Total Return (9/30/08)(3) +5.30% +3.07% +4.15% Distribution Rate(4) 3.99% 30-Day Standardized Yield(5) 3.51% Total Annual Operating Expenses(6) 0.80% PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. FOR MOST RECENT MONTH-END PERFORMANCE, SEE "FUNDS AND PERFORMANCE" AT franklintempleton.com OR CALL (800) 342-5236. 42 | Annual Report Performance Summary (CONTINUED) TOTAL RETURN INDEX COMPARISON FOR A HYPOTHETICAL $10,000 INVESTMENT Total return represents the change in value of an investment over the periods shown. It includes any applicable maximum sales charge, Fund expenses, account fees and reinvested distributions. The unmanaged indexes include reinvestment of any income or distributions. They differ from the Fund in composition and do not pay management fees or expenses. One cannot invest directly in an index. AVERAGE ANNUAL TOTAL RETURN CLASS A 10/31/08 - ------- -------- 1-Year +2.32% 5-Year +2.60% 10-Year +3.76% CLASS A (11/1/98-10/31/08) (PERFORMANCE GRAPH) FRANKLIN LIMITED MATURITY U.S. GOVERNMENT BARCLAYS CAPITAL BARCLAYS CAPITAL SECURITIES FUND U.S. TREASURY: U.S. GOVERNMENT: DATE - CLASS A 1-5 YEAR INDEX(7) CPI(7) 1-3 YEAR INDEX(7) ---- ---------------- ----------------- ------- ----------------- 11/1/1998 $ 9,776 $10,000 $10,000 $10,000 11/30/1998 $ 9,752 $ 9,973 $10,000 $ 9,990 12/31/1998 $ 9,781 $10,007 $ 9,994 $10,028 1/31/1999 $ 9,820 $10,049 $10,018 $10,066 2/28/1999 $ 9,736 $ 9,958 $10,030 $10,021 3/31/1999 $ 9,794 $10,028 $10,061 $10,089 4/30/1999 $ 9,814 $10,057 $10,134 $10,120 5/31/1999 $ 9,767 $10,028 $10,134 $10,114 6/30/1999 $ 9,787 $10,052 $10,134 $10,143 7/31/1999 $ 9,778 $10,075 $10,165 $10,175 8/31/1999 $ 9,801 $10,103 $10,189 $10,203 9/30/1999 $ 9,891 $10,175 $10,238 $10,269 10/31/1999 $ 9,923 $10,192 $10,256 $10,297 11/30/1999 $ 9,936 $10,203 $10,262 $10,317 12/31/1999 $ 9,929 $10,197 $10,262 $10,326 1/31/2000 $ 9,887 $10,178 $10,293 $10,324 2/29/2000 $ 9,964 $10,251 $10,354 $10,394 3/31/2000 $10,031 $10,339 $10,439 $10,456 4/30/2000 $10,048 $10,349 $10,445 $10,483 5/31/2000 $10,045 $10,393 $10,457 $10,521 6/30/2000 $10,194 $10,522 $10,512 $10,635 7/31/2000 $10,252 $10,590 $10,537 $10,704 8/31/2000 $10,353 $10,682 $10,537 $10,785 9/30/2000 $10,455 $10,767 $10,591 $10,870 10/31/2000 $10,505 $10,830 $10,610 $10,928 11/30/2000 $10,618 $10,953 $10,616 $11,034 12/31/2000 $10,763 $11,110 $10,610 $11,170 1/31/2001 $10,887 $11,252 $10,677 $11,317 2/28/2001 $10,960 $11,339 $10,720 $11,391 3/31/2001 $11,032 $11,433 $10,744 $11,483 4/30/2001 $11,041 $11,433 $10,787 $11,516 5/31/2001 $11,083 $11,489 $10,835 $11,579 6/30/2001 $11,092 $11,527 $10,854 $11,621 7/31/2001 $11,250 $11,695 $10,823 $11,757 8/31/2001 $11,332 $11,783 $10,823 $11,831 9/30/2001 $11,502 $12,009 $10,872 $12,029 10/31/2001 $11,640 $12,153 $10,835 $12,149 11/30/2001 $11,526 $12,073 $10,817 $12,116 12/31/2001 $11,477 $12,049 $10,774 $12,123 1/31/2002 $11,550 $12,081 $10,799 $12,152 2/28/2002 $11,642 $12,158 $10,841 $12,213 3/31/2002 $11,533 $12,023 $10,902 $12,125 4/30/2002 $11,682 $12,200 $10,963 $12,272 5/31/2002 $11,742 $12,270 $10,963 $12,320 6/30/2002 $11,824 $12,397 $10,970 $12,431 7/31/2002 $11,959 $12,603 $10,982 $12,580 8/31/2002 $12,061 $12,688 $11,018 $12,632 9/30/2002 $12,163 $12,862 $11,037 $12,733 10/31/2002 $12,208 $12,874 $11,055 $12,765 11/30/2002 $12,149 $12,789 $11,055 $12,729 12/31/2002 $12,321 $12,968 $11,030 $12,851 1/31/2003 $12,315 $12,948 $11,079 $12,853 2/28/2003 $12,424 $13,044 $11,165 $12,912 3/31/2003 $12,417 $13,060 $11,232 $12,938 4/30/2003 $12,457 $13,086 $11,207 $12,964 5/31/2003 $12,544 $13,204 $11,189 $13,017 6/30/2003 $12,537 $13,208 $11,201 $13,037 7/31/2003 $12,313 $13,041 $11,213 $12,953 8/31/2003 $12,350 $13,047 $11,256 $12,959 9/30/2003 $12,515 $13,240 $11,293 $13,090 10/31/2003 $12,442 $13,152 $11,280 $13,037 11/30/2003 $12,452 $13,142 $11,250 $13,034 12/31/2003 $12,534 $13,235 $11,238 $13,110 1/31/2004 $12,581 $13,278 $11,293 $13,142 2/29/2004 $12,668 $13,375 $11,354 $13,210 3/31/2004 $12,719 $13,445 $11,427 $13,253 4/30/2004 $12,514 $13,224 $11,463 $13,119 5/31/2004 $12,468 $13,197 $11,530 $13,103 6/30/2004 $12,495 $13,209 $11,567 $13,104 7/31/2004 $12,548 $13,275 $11,549 $13,156 8/31/2004 $12,674 $13,420 $11,555 $13,253 9/30/2004 $12,666 $13,414 $11,579 $13,243 10/31/2004 $12,719 $13,471 $11,640 $13,288 11/30/2004 $12,652 $13,366 $11,646 $13,222 12/31/2004 $12,686 $13,412 $11,604 $13,250 1/31/2005 $12,693 $13,404 $11,628 $13,248 2/28/2005 $12,651 $13,342 $11,695 $13,221 3/31/2005 $12,608 $13,327 $11,787 $13,217 4/30/2005 $12,693 $13,440 $11,866 $13,294 5/31/2005 $12,766 $13,511 $11,854 $13,349 6/30/2005 $12,789 $13,542 $11,860 $13,375 7/31/2005 $12,712 $13,459 $11,915 $13,337 8/31/2005 $12,814 $13,578 $11,976 $13,422 9/30/2005 $12,750 $13,507 $12,122 $13,387 10/31/2005 $12,699 $13,478 $12,146 $13,384 11/30/2005 $12,737 $13,531 $12,049 $13,426 12/31/2005 $12,777 $13,592 $12,000 $13,479 1/31/2006 $12,803 $13,600 $12,091 $13,505 2/28/2006 $12,816 $13,598 $12,116 $13,519 3/31/2006 $12,790 $13,595 $12,183 $13,536 4/30/2006 $12,816 $13,629 $12,287 $13,580 5/31/2006 $12,816 $13,640 $12,348 $13,599 6/30/2006 $12,829 $13,662 $12,372 $13,625 7/31/2006 $12,934 $13,781 $12,409 $13,728 8/31/2006 $13,039 $13,901 $12,433 $13,827 9/30/2006 $13,106 $13,984 $12,372 $13,899 10/31/2006 $13,160 $14,040 $12,305 $13,957 11/30/2006 $13,257 $14,126 $12,287 $14,030 12/31/2006 $13,233 $14,102 $12,305 $14,035 1/31/2007 $13,250 $14,120 $12,342 $14,067 2/28/2007 $13,374 $14,264 $12,408 $14,177 3/31/2007 $13,418 $14,315 $12,521 $14,232 4/30/2007 $13,475 $14,371 $12,603 $14,283 5/31/2007 $13,424 $14,321 $12,680 $14,275 6/30/2007 $13,441 $14,372 $12,704 $14,336 7/31/2007 $13,540 $14,534 $12,701 $14,454 8/31/2007 $13,653 $14,714 $12,678 $14,588 9/30/2007 $13,767 $14,816 $12,713 $14,694 10/31/2007 $13,825 $14,885 $12,740 $14,756 11/30/2007 $14,050 $15,215 $12,816 $14,986 12/31/2007 $14,114 $15,253 $12,807 $15,032 1/31/2008 $14,354 $15,581 $12,871 $15,289 2/29/2008 $14,442 $15,776 $12,908 $15,433 3/31/2008 $14,501 $15,830 $13,020 $15,479 4/30/2008 $14,406 $15,627 $13,099 $15,365 5/31/2008 $14,311 $15,525 $13,209 $15,312 6/30/2008 $14,343 $15,583 $13,342 $15,350 7/31/2008 $14,375 $15,664 $13,412 $15,406 8/31/2008 $14,450 $15,771 $13,359 $15,472 9/30/2008 $14,482 $15,905 $13,340 $15,561 10/31/2008 $14,471 $16,106 $13,206 $15,679 Total Returns 44.71% 61.06% 32.06% 56.79% AVERAGE ANNUAL TOTAL RETURN ADVISOR CLASS 10/31/08 - ------------- -------- 1-Year +4.78% 5-Year +3.17% 10-Year +4.11% ADVISOR CLASS (11/1/98-10/31/08) (PERFORMANCE GRAPH) FRANKLIN LIMITED MATURITY U.S. GOVERNMENT BARCLAYS CAPITAL BARCLAYS CAPITAL SECURITIES FUND U.S. TREASURY: U.S. GOVERNMENT: DATE - ADVISOR CLASS 1-5 YEAR INDEX(7) CPI(7) 1-3 YEAR INDEX(7) ---- ---------------- ----------------- ------- ----------------- 11/1/1998 $10,000 $10,000 $10,000 $10,000 11/30/1998 $ 9,977 $ 9,973 $10,000 $ 9,990 12/31/1998 $10,007 $10,007 $ 9,994 $10,028 1/31/1999 $10,048 $10,049 $10,018 $10,066 2/28/1999 $ 9,962 $ 9,958 $10,030 $10,021 3/31/1999 $10,023 $10,028 $10,061 $10,089 4/30/1999 $10,045 $10,057 $10,134 $10,120 5/31/1999 $ 9,997 $10,028 $10,134 $10,114 6/30/1999 $10,018 $10,052 $10,134 $10,143 7/31/1999 $10,010 $10,075 $10,165 $10,175 8/31/1999 $10,034 $10,103 $10,189 $10,203 9/30/1999 $10,128 $10,175 $10,238 $10,269 10/31/1999 $10,162 $10,192 $10,256 $10,297 11/30/1999 $10,176 $10,203 $10,262 $10,317 12/31/1999 $10,170 $10,197 $10,262 $10,326 1/31/2000 $10,127 $10,178 $10,293 $10,324 2/29/2000 $10,206 $10,251 $10,354 $10,394 3/31/2000 $10,266 $10,339 $10,439 $10,456 4/30/2000 $10,295 $10,349 $10,445 $10,483 5/31/2000 $10,292 $10,393 $10,457 $10,521 6/30/2000 $10,446 $10,522 $10,512 $10,635 7/31/2000 $10,507 $10,590 $10,537 $10,704 8/31/2000 $10,611 $10,682 $10,537 $10,785 9/30/2000 $10,705 $10,767 $10,591 $10,870 10/31/2000 $10,769 $10,830 $10,610 $10,928 11/30/2000 $10,875 $10,953 $10,616 $11,034 12/31/2000 $11,024 $11,110 $10,610 $11,170 1/31/2001 $11,164 $11,252 $10,677 $11,317 2/28/2001 $11,239 $11,339 $10,720 $11,391 3/31/2001 $11,314 $11,433 $10,744 $11,483 4/30/2001 $11,324 $11,433 $10,787 $11,516 5/31/2001 $11,367 $11,489 $10,835 $11,579 6/30/2001 $11,377 $11,527 $10,854 $11,621 7/31/2001 $11,540 $11,695 $10,823 $11,757 8/31/2001 $11,626 $11,783 $10,823 $11,831 9/30/2001 $11,801 $12,009 $10,872 $12,029 10/31/2001 $11,944 $12,153 $10,835 $12,149 11/30/2001 $11,828 $12,073 $10,817 $12,116 12/31/2001 $11,779 $12,049 $10,774 $12,123 1/31/2002 $11,855 $12,081 $10,799 $12,152 2/28/2002 $11,951 $12,158 $10,841 $12,213 3/31/2002 $11,839 $12,023 $10,902 $12,125 4/30/2002 $11,993 $12,200 $10,963 $12,272 5/31/2002 $12,066 $12,270 $10,963 $12,320 6/30/2002 $12,140 $12,397 $10,970 $12,431 7/31/2002 $12,280 $12,603 $10,982 $12,580 8/31/2002 $12,385 $12,688 $11,018 $12,632 9/30/2002 $12,503 $12,862 $11,037 $12,733 10/31/2002 $12,538 $12,874 $11,055 $12,765 11/30/2002 $12,479 $12,789 $11,055 $12,729 12/31/2002 $12,658 $12,968 $11,030 $12,851 1/31/2003 $12,652 $12,948 $11,079 $12,853 2/28/2003 $12,766 $13,044 $11,165 $12,912 3/31/2003 $12,759 $13,060 $11,232 $12,938 4/30/2003 $12,801 $13,086 $11,207 $12,964 5/31/2003 $12,892 $13,204 $11,189 $13,017 6/30/2003 $12,886 $13,208 $11,201 $13,037 7/31/2003 $12,668 $13,041 $11,213 $12,953 8/31/2003 $12,695 $13,047 $11,256 $12,959 9/30/2003 $12,866 $13,240 $11,293 $13,090 10/31/2003 $12,792 $13,152 $11,280 $13,037 11/30/2003 $12,803 $13,142 $11,250 $13,034 12/31/2003 $12,889 $13,235 $11,238 $13,110 1/31/2004 $12,938 $13,278 $11,293 $13,142 2/29/2004 $13,028 $13,375 $11,354 $13,210 3/31/2004 $13,082 $13,445 $11,427 $13,253 4/30/2004 $12,873 $13,224 $11,463 $13,119 5/31/2004 $12,826 $13,197 $11,530 $13,103 6/30/2004 $12,844 $13,209 $11,567 $13,104 7/31/2004 $12,899 $13,275 $11,549 $13,156 8/31/2004 $13,031 $13,420 $11,555 $13,253 9/30/2004 $13,023 $13,414 $11,579 $13,243 10/31/2004 $13,066 $13,471 $11,640 $13,288 11/30/2004 $13,011 $13,366 $11,646 $13,222 12/31/2004 $13,047 $13,412 $11,604 $13,250 1/31/2005 $13,055 $13,404 $11,628 $13,248 2/28/2005 $13,013 $13,342 $11,695 $13,221 3/31/2005 $12,970 $13,327 $11,787 $13,217 4/30/2005 $13,059 $13,440 $11,866 $13,294 5/31/2005 $13,123 $13,511 $11,854 $13,349 6/30/2005 $13,160 $13,542 $11,860 $13,375 7/31/2005 $13,081 $13,459 $11,915 $13,337 8/31/2005 $13,187 $13,578 $11,976 $13,422 9/30/2005 $13,109 $13,507 $12,122 $13,387 10/31/2005 $13,071 $13,478 $12,146 $13,384 11/30/2005 $13,112 $13,531 $12,049 $13,426 12/31/2005 $13,154 $13,592 $12,000 $13,479 1/31/2006 $13,182 $13,600 $12,091 $13,505 2/28/2006 $13,196 $13,598 $12,116 $13,519 3/31/2006 $13,171 $13,595 $12,183 $13,536 4/30/2006 $13,199 $13,629 $12,287 $13,580 5/31/2006 $13,200 $13,640 $12,348 $13,599 6/30/2006 $13,214 $13,662 $12,372 $13,625 7/31/2006 $13,324 $13,781 $12,409 $13,728 8/31/2006 $13,433 $13,901 $12,433 $13,827 9/30/2006 $13,503 $13,984 $12,372 $13,899 10/31/2006 $13,560 $14,040 $12,305 $13,957 11/30/2006 $13,661 $14,126 $12,287 $14,030 12/31/2006 $13,638 $14,102 $12,305 $14,035 1/31/2007 $13,656 $14,120 $12,342 $14,067 2/28/2007 $13,786 $14,264 $12,408 $14,177 3/31/2007 $13,832 $14,315 $12,521 $14,232 4/30/2007 $13,892 $14,371 $12,603 $14,283 5/31/2007 $13,841 $14,321 $12,680 $14,275 6/30/2007 $13,860 $14,372 $12,704 $14,336 7/31/2007 $13,963 $14,534 $12,701 $14,454 8/31/2007 $14,080 $14,714 $12,678 $14,588 9/30/2007 $14,199 $14,816 $12,713 $14,694 10/31/2007 $14,260 $14,885 $12,740 $14,756 11/30/2007 $14,493 $15,215 $12,816 $14,986 12/31/2007 $14,560 $15,253 $12,807 $15,032 1/31/2008 $14,810 $15,581 $12,871 $15,289 2/29/2008 $14,902 $15,776 $12,908 $15,433 3/31/2008 $14,979 $15,830 $13,020 $15,479 4/30/2008 $14,882 $15,627 $13,099 $15,365 5/31/2008 $14,770 $15,525 $13,209 $15,312 6/30/2008 $14,805 $15,583 $13,342 $15,350 7/31/2008 $14,839 $15,664 $13,412 $15,406 8/31/2008 $14,917 $15,771 $13,359 $15,472 9/30/2008 $14,952 $15,905 $13,340 $15,561 10/31/2008 $14,955 $16,106 $13,206 $15,679 Total Returns 49.55% 61.06% 32.06% 56.79% Annual Report | 43 Performance Summary (CONTINUED) ENDNOTES INTEREST RATE MOVEMENTS, UNSCHEDULED MORTGAGE PREPAYMENTS AND OTHER RISK FACTORS WILL ADVERSELY AFFECT THE FUND'S SHARE PRICE AND YIELD. BOND PRICES, AND THUS A FUND'S SHARE PRICE, GENERALLY MOVE IN THE OPPOSITE DIRECTION OF INTEREST RATES. THEREFORE, AS PRICES OF BONDS IN THE FUND ADJUST TO A RISE IN INTEREST RATES, THE FUND'S SHARE PRICE MAY DECLINE. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. ADVISOR CLASS: Shares are available to certain eligible investors as described in the prospectus. (1.) Cumulative total return represents the change in value of an investment over the periods indicated. (2.) Average annual total return represents the average annual change in value of an investment over the periods indicated. (3.) In accordance with SEC rules, we provide standardized average annual total return information through the latest calendar quarter. (4.) Distribution rate is based on an annualization of the respective class's October dividend and the maximum offering price (NAV for Advisor Class) per share on 10/31/08. (5.) Yield, calculated as required by the SEC, is based on the earnings of the Fund's portfolio for the 30 days ended 10/31/08. (6.) Figures are as stated in the Fund's prospectus current as of the date of this report. (7.) Source: (C) 2008 Morningstar. The BC U.S. Treasury Index: 1-5 Year Component includes securities in the Treasury index (i.e., public obligations of the U.S. Treasury) with a maturity from one up to (but not including) five years. The BC U.S. Government Index: 1-3 Year Component is the 1-3 year component of the BC U.S. Government Index and covers securities issued by the U.S. government, including public obligations of the U.S. Treasury with a remaining maturity of one year up to, but not including, three years and publicly issued debt of U.S. government agencies, quasi-federal corporations, and corporate or foreign debt guaranteed by the U.S. government. The Consumer Price Index (CPI), calculated by the U.S. Bureau of Labor Statistics, is a commonly used measure of the inflation rate. 44 | Annual Report Your Fund's Expenses FRANKLIN LIMITED MATURITY U.S. GOVERNMENT SECURITIES 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 | 45 Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES 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 5/1/08 VALUE 10/31/08 PERIOD* 5/1/08-10/31/08 ----------------- -------------- ----------------------- CLASS A Actual $1,000 $1,004.50 $4.33 Hypothetical (5% return before expenses) $1,000 $1,020.81 $4.37 ADVISOR CLASS Actual $1,000 $1,004.00 $3.83 Hypothetical (5% return before expenses) $1,000 $1,021.32 $3.86 * Expenses are calculated using the most recent six-month expense ratio, annualized for each class (A: 0.86% and Advisor: 0.76%), multiplied by the average account value over the period, multiplied by 184/366 to reflect the one-half year period. 46 | Annual Report Franklin Real Return Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin Real Return Fund seeks to achieve total return that exceeds the rate of inflation over an economic cycle. The Fund will generally invest a substantial portion of its assets in inflation-protected securities. Managers also have the flexibility to invest in other sectors of the market to increase real return (total return less inflation) potential and offer greater diversification. PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. PLEASE VISIT franklintempleton.com OR CALL (800) 342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. This annual report for Franklin Real Return Fund covers the fiscal year ended October 31, 2008. PERFORMANCE OVERVIEW For the 12 months under review, Franklin Real Return Fund - Class A had a cumulative total return of -4.93%. The Fund underperformed its benchmark, the Barclays Capital (BC; formerly, Lehman Brothers) U.S. TIPS Index, which had a - -4.11% total return.(1) The Fund also underperformed the Consumer Price Index (CPI) for Urban Consumers (All Items) NSA (non-seasonally adjusted), which rose 3.66% for the same period.(2) You can find more of the Fund's performance data in the Performance Summary beginning on page 50. INVESTMENT STRATEGY We seek to allocate assets among investments to achieve the highest level of real return (total return less the rate of inflation) consistent with an acceptable level of risk. We will allocate the Fund's assets among securities in various market sectors based on our assessment of changing economic, global market, industry and issuer conditions. When making our investment decisions, we will evaluate such criteria as country risk, business cycles, yield curves, and values between and within markets. (1.) 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. The BC U.S. TIPS Index comprises U.S. Treasury Inflation Protected Securities rated investment grade (Baa3 or better) with at least one year to final maturity and at least $250 million par amount outstanding. The BC U.S. TIPS Index includes reinvested interest. (2.) Source: (C) 2008 Morningstar. The CPI, calculated by the U.S. Bureau of Labor Statistics, is a commonly used measure of the inflation rate. The all urban consumers group represents about 87% of the total U.S. population. It is based on the expenditures of almost all residents of urban or metropolitan areas, including professionals, the self-employed, the poor, the unemployed and retired persons as well as urban wage earners and clerical workers. The figure quoted is non-seasonally adjusted (NSA). The indexes are unmanaged. One cannot invest directly in an index, nor is an index representative of the Fund's portfolio. 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 86. Annual Report | 47 PORTFOLIO BREAKDOWN Franklin Real Return Fund Based on Total Net Assets as of 10/31/08 (BAR CHART) U.S. Treasury Inflation Protected Securities 67.9% Foreign Government Debt Securities 10.4% Corporate Bonds 5.7% Natural Resources - Common Stocks* 3.4% Real Estate - Common Stocks 0.9% Short-Term Investments & Other Net Assets 11.7% * In the SOI, the natural resources sector comprises energy and materials. DIVIDEND DISTRIBUTIONS* Franklin Real Return Fund 11/1/07-10/31/08 DIVIDEND PER SHARE --------------------------- MONTH CLASS A ADVISOR CLASS - ----- ----------- ------------- November 7.78 cents 7.98 cents December 6.42 cents 6.63 cents January 4.19 cents 4.36 cents February 1.04 cents 1.20 cents March 3.97 cents 4.18 cents April 3.96 cents 4.20 cents May 6.70 cents 6.91 cents June 4.69 cents 4.88 cents July 6.28 cents 6.50 cents August 7.40 cents 7.60 cents September 6.28 cents 6.51 cents October** -- -- ----------- ----------- TOTAL 58.71 CENTS 60.95 CENTS * All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. ** The Fund paid no dividends due to negative inflation adjustments for TIPS, which are the Fund's primary investments. MANAGER'S DISCUSSION We invested the Fund's assets in the allowable sectors during the year under review. At period-end, about two-thirds of the Fund's total net assets were invested in Treasury Inflation Protected Securities (TIPS). We also allocated some of the Fund's assets to natural resources, real estate investment trusts (REITs), short-term non-dollar securities and high yield sectors. We employed a non-dollar strategy to help hedge against U.S. dollar weakness versus certain currencies. Sharply reduced inflation pressures later in the period due to declining commodity prices and a weakening economy led to declines in most sectors. A strengthening U.S. dollar also hurt our non-dollar holdings. Conversely, our exposure to the high yield debt sector helped performance relative to the benchmark index. 48 | Annual Report Thank you for your continued participation in Franklin Real Return Fund. We look forward to serving your future investment needs. (PHOTO OF T. ANTHONY COFFEY) /s/ T. Anthony Coffey T. Anthony Coffey, CFA (PHOTO OF KENT BURNS) /s/ Kent Burns Kent Burns, CFA Portfolio Management Team Franklin Real Return Fund THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF OCTOBER 31, 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, COUNTRY, INDUSTRY, SECURITY OR THE FUND. STATEMENTS OF FACT ARE FROM SOURCES CONSIDERED RELIABLE, BUT THE INVESTMENT MANAGER MAKES NO REPRESENTATION OR WARRANTY AS TO THEIR COMPLETENESS OR ACCURACY. ALTHOUGH HISTORICAL PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, THESE INSIGHTS MAY HELP YOU UNDERSTAND OUR INVESTMENT MANAGEMENT PHILOSOPHY. Annual Report | 49 Performance Summary as of 10/31/08 FRANKLIN REAL RETURN 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: FRRAX) CHANGE 10/31/08 10/31/07 - ----------------------- ------ -------- -------- Net Asset Value (NAV) -$1.09 $9.55 $10.64 DISTRIBUTIONS (11/1/07-10/31/08) Dividend Income $0.5871 Short-Term Capital Gain $0.0004 Long-Term Capital Gain $0.0327 TOTAL $0.6202 ADVISOR CLASS (SYMBOL: FARRX) CHANGE 10/31/08 10/31/07 - ----------------------------- ------ -------- -------- Net Asset Value (NAV) -$1.08 $9.57 $10.65 DISTRIBUTIONS (11/1/07-10/31/08) Dividend Income $0.6095 Short-Term Capital Gain $0.0004 Long-Term Capital Gain $0.0327 TOTAL $0.6426 50 | Annual Report Performance Summary (CONTINUED) PERFORMANCE(1) CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURNS INCLUDE MAXIMUM SALES CHARGES. CLASS A: 4.25% MAXIMUM INITIAL SALES CHARGE; ADVISOR CLASS: NO SALES CHARGES. CLASS A 1-YEAR 3-YEAR INCEPTION (11/17/04) - ------- ------ ------ -------------------- Cumulative Total Return(2) -4.93% +9.76% +13.64% Average Annual Total Return(3) -8.95% +1.68% +2.17% Avg. Ann. Total Return (9/30/08)(4) -0.58% +3.74% +4.21% Distribution Rate(5) 7.56% 30-Day Standardized Yield(6) 0.33% Total Annual Operating Expenses(7) Without Waiver 1.11% With Waiver 0.90% ADVISOR CLASS 1-YEAR 3-YEAR INCEPTION (11/17/04) - ------------- ------ ------ -------------------- Cumulative Total Return(2) -4.63% +10.63% +14.84% Average Annual Total Return(3) -4.63% +3.42% +3.56% Avg. Ann. Total Return (9/30/08)(4) +4.12% +5.57% +5.66% Distribution Rate(5) 8.16% 30-Day Standardized Yield(6) 0.60% Total Annual Operating Expenses(7) Without Waiver 0.86% With Waiver 0.65% PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. FOR MOST RECENT MONTH-END PERFORMANCE, SEE "FUNDS AND PERFORMANCE" AT franklintempleton.com OR CALL (800) 342-5236. THE INVESTMENT MANAGER AND ADMINISTRATOR HAVE CONTRACTUALLY AGREED TO WAIVE OR LIMIT THEIR RESPECTIVE FEES AND TO ASSUME AS THEIR OWN EXPENSE CERTAIN EXPENSES OTHERWISE PAYABLE BY THE FUND SO THAT TOTAL ANNUAL FUND OPERATING EXPENSES DO NOT EXCEED THE AMOUNT SHOWN WITH WAIVER (OTHER THAN CERTAIN NON-ROUTINE EXPENSES OR COSTS, INCLUDING THOSE RELATING TO LITIGATION, INDEMNIFICATION, REORGANIZATIONS AND LIQUIDATIONS) UNTIL 2/28/09. Annual Report | 51 Performance Summary (CONTINUED) TOTAL RETURN INDEX COMPARISON FOR A HYPOTHETICAL $10,000 INVESTMENT(1) Total return represents the change in value of an investment over the period shown. It includes any applicable maximum sales charge, Fund expenses, account fees and reinvested distributions. The unmanaged index includes reinvestment of any income or distributions. It differs from the Fund in composition and does not pay management fees or expenses. One cannot invest directly in an index. AVERAGE ANNUAL TOTAL RETURN CLASS A 10/31/08 - ------- -------- 1-Year -8.95% 3-Year +1.68% Since Inception (11/17/04) +2.17% CLASS A (11/17/04-10/31/08) (PERFORMANCE GRAPH) FRANKLIN REAL RETURN FUND BARCLAYS CAPITAL DATE - CLASS A U.S. TIPS INDEX(8) CPI(8) ---- ------------- ------------------ ------- 11/17/2004 $ 9,579 $10,000 $10,000 11/30/2004 $ 9,598 $ 9,990 $10,002 12/31/2004 $ 9,678 $10,164 $ 9,966 1/31/2005 $ 9,605 $10,165 $ 9,987 2/28/2005 $ 9,706 $10,121 $10,044 3/31/2005 $ 9,614 $10,130 $10,123 4/30/2005 $ 9,699 $10,324 $10,191 5/31/2005 $ 9,739 $10,394 $10,180 6/30/2005 $ 9,799 $10,439 $10,186 7/31/2005 $ 9,850 $10,220 $10,233 8/31/2005 $10,000 $10,456 $10,285 9/30/2005 $10,058 $10,441 $10,411 10/31/2005 $ 9,917 $10,308 $10,432 11/30/2005 $ 9,973 $10,326 $10,348 12/31/2005 1$0,047 $10,452 $10,306 1/31/2006 $10,218 $10,451 $10,385 2/28/2006 $10,138 $10,446 $10,406 3/31/2006 $10,168 $10,217 $10,463 4/30/2006 $10,299 $10,209 $10,552 5/31/2006 $10,283 $10,239 $10,605 6/30/2006 $10,319 $10,268 $10,625 7/31/2006 $10,413 $10,434 $10,657 8/31/2006 $10,478 $10,615 $10,678 9/30/2006 $10,461 $10,633 $10,625 10/31/2006 $10,528 $10,615 $10,568 11/30/2006 $10,705 $10,746 $10,552 12/31/2006 $10,569 $10,495 $10,568 1/31/2007 $10,632 $10,509 $10,600 2/28/2007 $10,757 $10,733 $10,657 3/31/2007 $10,843 $10,759 $10,754 4/30/2007 $10,967 $10,835 $10,824 5/31/2007 $10,957 $10,694 $10,890 6/30/2007 $10,916 $10,678 $10,911 7/31/2007 $11,013 $10,921 $10,908 8/31/2007 $11,066 $11,015 $10,888 9/30/2007 $11,292 $11,162 $10,918 10/31/2007 $11,449 $11,287 $10,942 11/30/2007 $11,608 $11,735 $11,007 12/31/2007 $11,649 $11,717 $10,999 1/31/2008 $11,859 $12,180 $11,054 2/29/2008 $12,046 $12,330 $11,086 3/31/2008 $12,101 $12,323 $11,182 4/30/2008 $12,111 $12,063 $11,250 5/31/2008 $12,163 $12,103 $11,345 6/30/2008 $12,260 $12,289 $11,459 7/31/2008 $12,129 $12,226 $11,519 8/31/2008 $12,122 $12,326 $11,473 9/30/2008 $11,729 $11,854 $11,457 10/31/2008 $10,885 $10,824 $11,341 Total Returns 8.85% 8.24% 13.41% AVERAGE ANNUAL TOTAL RETURN ADVISOR CLASS 10/31/08 - ------------- -------- 1-Year -4.63% 3-Year +3.42% Since Inception (11/17/04) +3.56% ADVISOR CLASS (11/17/04-10/31/08) FRANKLIN REAL RETURN FUND - BARCLAYS CAPITAL DATE ADVISOR CLASS U.S. TIPS INDEX(8) CPI(8) ---- ------------- ------------------ ------- 11/17/2004 $10,000 $10,000 $10,000 11/30/2004 $10,050 $ 9,990 $10,002 12/31/2004 $10,104 $10,164 $ 9,966 1/31/2005 $10,038 $10,165 $ 9,987 2/28/2005 $10,134 $10,121 $10,044 3/31/2005 $10,039 $10,130 $10,123 4/30/2005 $10,140 $10,324 $10,191 5/31/2005 $10,185 $10,394 $10,180 6/30/2005 $10,249 $10,439 $10,186 7/31/2005 $10,294 $10,220 $10,233 8/31/2005 $10,463 $10,456 $10,285 9/30/2005 $10,516 $10,441 $10,411 10/31/2005 $10,381 $10,308 $10,432 11/30/2005 $10,431 $10,326 $10,348 12/31/2005 $10,521 $10,452 $10,306 1/31/2006 $10,700 $10,451 $10,385 2/28/2006 $10,616 $10,446 $10,406 3/31/2006 $10,654 $10,217 $10,463 4/30/2006 $10,793 $10,209 $10,552 5/31/2006 $10,779 $10,239 $10,605 6/30/2006 $10,819 $10,268 $10,625 7/31/2006 $10,919 $10,434 $10,657 8/31/2006 $10,990 $10,615 $10,678 9/30/2006 $10,974 $10,633 $10,625 10/31/2006 $11,046 $10,615 $10,568 11/30/2006 $11,232 $10,746 $10,552 12/31/2006 $11,101 $10,495 $10,568 1/31/2007 $11,167 $10,509 $10,600 2/28/2007 $11,298 $10,733 $10,657 3/31/2007 $11,388 $10,759 $10,754 4/30/2007 $11,521 $10,835 $10,824 5/31/2007 $11,512 $10,694 $10,890 6/30/2007 $11,472 $10,678 $10,911 7/31/2007 $11,587 $10,921 $10,908 8/31/2007 $11,634 $11,015 $10,888 9/30/2007 $11,883 $11,162 $10,918 10/31/2007 $12,041 $11,287 $10,942 11/30/2007 $12,222 $11,735 $11,007 12/31/2007 $12,256 $11,717 $10,999 1/31/2008 $12,478 $12,180 $11,054 2/29/2008 $12,677 $12,330 $11,086 3/31/2008 $12,748 $12,323 $11,182 4/30/2008 $12,750 $12,063 $11,250 5/31/2008 $12,819 $12,103 $11,345 6/30/2008 $12,912 $12,289 $11,459 7/31/2008 $12,776 $12,226 $11,519 8/31/2008 $12,771 $12,326 $11,473 9/30/2008 $12,372 $11,854 $11,457 10/31/2008 $11,484 $10,824 $11,341 Total Returns 14.84% 8.24% 13.41% 52 | Annual Report Performance Summary (CONTINUED) ENDNOTES INTEREST RATE MOVEMENTS WILL AFFECT THE FUND'S SHARE PRICE AND YIELD. 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. WHILE STOCKS HAVE HISTORICALLY OUTPERFORMED OTHER ASSET CLASSES OVER THE LONG TERM, THEY TEND TO FLUCTUATE MORE DRAMATICALLY OVER THE SHORT TERM. THESE PRICE MOVEMENTS MAY RESULT FROM FACTORS AFFECTING INDIVIDUAL COMPANIES, INDUSTRIES OR THE SECURITIES MARKET AS A WHOLE. THE RISKS OF FOREIGN SECURITIES INCLUDE CURRENCY FLUCTUATIONS AND POLITICAL UNCERTAINTY. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. ADVISOR CLASS: Shares are available to certain eligible investors as described in the prospectus. (1.) If the manager and administrator had not taken this action, the Fund's distribution rate and total return would have been lower, and yields for the period would have been 0.21% for Class A and 0.48% for Advisor Class. (2.) Cumulative total return represents the change in value of an investment over the periods indicated. (3.) Average annual total return represents the average annual change in value of an investment over the periods indicated. (4.) In accordance with SEC rules, we provide standardized average annual total return information through the latest calendar quarter. (5.) Distribution rate is based on an annualization of the respective class's September dividend and the maximum offering price (NAV for Advisor Class) per share on 10/31/08. (6.) Yield, calculated as required by the SEC, is based on the earnings of the Fund's portfolio for the 30 days ended 10/31/08. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. (8.) Source: (C) 2008 Morningstar. The BC U.S. TIPS Index comprises U.S. Treasury Inflation Protected Securities rated investment grade (Baa3 or better) with at least one year to final maturity and at least $250 million par amount outstanding. The Consumer Price Index (CPI), calculated by the U.S. Bureau of Labor Statistics, is a commonly used measure of the inflation rate. Annual Report | 53 Your Fund's Expenses FRANKLIN REAL RETURN 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. 54 | Annual Report Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES 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 5/1/08 VALUE 10/31/08 PERIOD* 5/1/08-10/31/08 ----------------- -------------- ----------------------- CLASS A Actual $1,000 $ 898.80 $4.30 Hypothetical (5% return before expenses) $1,000 $1,020.61 $4.57 ADVISOR CLASS Actual $1,000 $ 900.70 $3.11 Hypothetical (5% return before expenses) $1,000 $1,021.87 $3.30 * Expenses are calculated using the most recent six-month expense ratio, net of expense waivers, annualized for each class (A: 0.90% and Advisor: 0.65%), multiplied by the average account value over the period, multiplied by 184/366 to reflect the one-half year period. Annual Report | 55 Franklin Investors Securities Trust FINANCIAL HIGHLIGHTS FRANKLIN BALANCED FUND YEAR ENDED OCTOBER 31, --------------------------- CLASS A 2008 2007 2006(a) - ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ........................ $ 11.36 $ 10.65 $ 10.00 ------- ------- ------- Income from investment operations(b): Net investment income(c) ............................... 0.39 0.36 0.10 Net realized and unrealized gains (losses) ............. (4.09) 0.68 0.62 ------- ------- ------- Total from investment operations .......................... (3.70) 1.04 0.72 ------- ------- ------- Less distributions from: Net investment income .................................. (0.42) (0.33) (0.07) Net realized gains ..................................... (0.24) -- -- ------- ------- ------- Total distributions ....................................... (0.66) (0.33) (0.07) ------- ------- ------- Redemption fees(d, e) ..................................... -- -- -- ------- ------- ------- Net asset value, end of year .............................. $ 7.00 $ 11.36 $ 10.65 ======= ======= ======= Total return(f) ........................................... (34.20)% 9.91% 7.20% RATIOS TO AVERAGE NET ASSETS(g) Expenses before waiver and payments by affiliates ......... 1.34% 1.58% 2.02% Expenses net of waiver and payments by affiliates ......... 1.01% 1.04% 1.06% Net investment income ..................................... 3.99% 3.26% 2.84% SUPPLEMENTAL DATA Net assets, end of year (000's) ........................... $39,061 $35,180 $17,258 Portfolio turnover rate ................................... 51.48% 77.53% 13.10% (a) For the period July 3, 2006 (commencement of operations) to October 31, 2006. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (g) Ratios are annualized for periods less than one year. The accompanying notes are an integral part of these financial statements. 56 | Annual Report Franklin Investors Securities Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN BALANCED FUND YEAR ENDED OCTOBER 31, --------------------------- CLASS C 2008 2007 2006(a) - ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ........................ $ 11.30 $ 10.62 $ 10.00 ------- ------- ------- Income from investment operations(b): Net investment income(c) ............................... 0.33 0.30 0.07 Net realized and unrealized gains (losses) ............. (4.08) 0.68 0.62 ------- ------- ------- Total from investment operations .......................... (3.75) 0.98 0.69 ------- ------- ------- Less distributions from: Net investment income .................................. (0.35) (0.30) (0.07) Net realized gains ..................................... (0.24) -- -- ------- ------- ------- Total distributions ....................................... (0.59) (0.30) (0.07) ------- ------- ------- Redemption fees(d, e) ..................................... -- -- -- ------- ------- ------- Net asset value, end of year .............................. $ 6.96 $ 11.30 $ 10.62 ======= ======= ======= Total return(f) ........................................... (34.69)% 9.33% 6.90% RATIOS TO AVERAGE NET ASSETS(g) Expenses before waiver and payments by affiliates ......... 2.00% 2.25% 2.65% Expenses net of waiver and payments by affiliates ......... 1.67% 1.71% 1.69% Net investment income ..................................... 3.33% 2.59% 2.21% SUPPLEMENTAL DATA Net assets, end of year (000's) ........................... $ 7,136 $ 6,542 $ 242 Portfolio turnover rate ................................... 51.48% 77.53% 13.10% (a) For the period July 3, 2006 (commencement of operations) to October 31, 2006. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (g) Ratios are annualized for periods less than one year. The accompanying notes are an integral part of these financial statements. Annual Report | 57 Franklin Investors Securities Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN BALANCED FUND YEAR ENDED OCTOBER 31, --------------------------- CLASS R 2008 2007 2006(a) - ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ........................ $ 11.36 $ 10.64 $ 10.00 ------- ------- ------- Income from investment operations(b): Net investment income(c) ............................... 0.37 0.34 0.09 Net realized and unrealized gains (losses) ............. (4.09) 0.69 0.62 ------- ------- ------- Total from investment operations .......................... (3.72) 1.03 0.71 ------- ------- ------- Less distributions from: Net investment income .................................. (0.40) (0.31) (0.07) Net realized gains ..................................... (0.24) -- -- ------- ------- ------- Total distributions ....................................... (0.64) (0.31) (0.07) ------- ------- ------- Redemption fees(d, e) ..................................... -- -- -- ------- ------- ------- Net asset value, end of year .............................. $ 7.00 $ 11.36 $ 10.64 ======= ======= ======= Total return(f) ........................................... (34.26)% 9.83% 7.10% RATIOS TO AVERAGE NET ASSETS(g) Expenses before waiver and payments by affiliates ......... 1.54% 1.75% 2.17% Expenses net of waiver and payments by affiliates ......... 1.21% 1.21% 1.21% Net investment income ..................................... 3.79% 3.09% 2.69% SUPPLEMENTAL DATA Net assets, end of year (000's) ........................... $ 12 $ 15 $ 11 Portfolio turnover rate ................................... 51.48% 77.53% 13.10% (a) For the period July 3, 2006 (commencement of operations) to October 31, 2006. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (g) Ratios are annualized for periods less than one year. The accompanying notes are an integral part of these financial statements. 58 | Annual Report Franklin Investors Securities Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN BALANCED FUND YEAR ENDED OCTOBER 31, --------------------------- ADVISOR CLASS 2008 2007 2006(a) - ------------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ........................ $ 11.38 $ 10.66 $ 10.00 ------- ------- ------- Income from investment operations(b): Net investment income(c) ............................... 0.42 0.40 0.11 Net realized and unrealized gains (losses) ............. (4.10) 0.69 0.62 ------- ------- ------- Total from investment operations .......................... (3.68) 1.09 0.73 ------- ------- ------- Less distributions from: Net investment income .................................. (0.45) (0.37) (0.07) Net realized gains ..................................... (0.24) -- -- ------- ------- ------- Total distributions ....................................... (0.69) (0.37) (0.07) ------- ------- ------- Redemption fees(d, e) ..................................... -- -- -- ------- ------- ------- Net asset value, end of year .............................. $ 7.01 $ 11.38 $ 10.66 ======= ======= ======= Total return(f) ........................................... (34.01)% 10.34% 7.30% RATIOS TO AVERAGE NET ASSETS(g) Expenses before waiver and payments by affiliates ......... 1.04% 1.25% 1.67% Expenses net of waiver and payments by affiliates ......... 0.71% 0.71% 0.71% Net investment income ..................................... 4.29% 3.59% 3.19% SUPPLEMENTAL DATA Net assets, end of year (000's) ........................... $ 1,072 $ 1,180 $ 239 Portfolio turnover rate ................................... 51.48% 77.53% 13.10% (a) For the period July 3, 2006 (commencement of operations) to October 31, 2006. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return is not annualized for periods less than one year. (g) Ratios are annualized for periods less than one year. The accompanying notes are an integral part of these financial statements. Annual Report | 59 Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 FRANKLIN BALANCED FUND COUNTRY SHARES VALUE ---------------------- -------------- --------- ----------- COMMON STOCKS 40.9% CONSUMER DISCRETIONARY 1.9% Best Buy Co. Inc. ...................................................... United States 13,000 $ 348,530 CBS Corp., B ........................................................... United States 55,000 534,050 ----------- 882,580 ----------- CONSUMER STAPLES 2.2% Diageo PLC, ADR ........................................................ United Kingdom 12,600 783,593 The Procter & Gamble Co. ............................................... United States 4,000 258,160 ----------- 1,041,753 ----------- ENERGY 3.9% Chevron Corp. .......................................................... United States 3,600 268,560 ConocoPhillips ......................................................... United States 6,000 312,120 (a) Halliburton Co. ........................................................ United States 20,000 395,800 (b) Petroplus Holdings AG .................................................. Switzerland 25,000 662,038 Valero Energy Corp. .................................................... United States 10,000 205,800 ----------- 1,844,318 ----------- FINANCIALS 1.4% Duke Realty Corp. ...................................................... United States 20,000 282,200 iStar Financial Inc. ................................................... United States 30,000 32,400 Merrill Lynch & Co. Inc. ............................................... United States 20,000 371,800 ----------- 686,400 ----------- HEALTH CARE 7.7% (b) Genentech Inc. ......................................................... United States 8,000 663,520 Johnson & Johnson ...................................................... United States 20,000 1,226,800 Merck & Co. Inc. ....................................................... United States 20,000 619,000 Pfizer Inc. ............................................................ United States 30,000 531,300 Roche Holding AG ....................................................... Switzerland 4,000 610,023 ----------- 3,650,643 ----------- INDUSTRIALS 7.6% 3M Co. ................................................................. United States 8,000 514,400 Avery Dennison Corp. ................................................... United States 15,000 525,300 The Boeing Co. ......................................................... United States 10,000 522,700 Caterpillar Inc. ....................................................... United States 8,000 305,360 General Electric Co. ................................................... United States 44,250 863,318 United Parcel Service Inc., B .......................................... United States 6,000 316,680 United Technologies Corp. .............................................. United States 10,000 549,600 ----------- 3,597,358 ----------- INFORMATION TECHNOLOGY 7.5% (b) Agilent Technologies Inc. .............................................. United States 15,000 332,850 (b) Cisco Systems Inc. ..................................................... United States 30,000 533,100 Intel Corp. ............................................................ United States 60,000 960,000 Maxim Integrated Products Inc. ......................................... United States 20,000 272,000 Microsoft Corp. ........................................................ United States 20,000 446,600 (b) NetApp Inc. ............................................................ United States 20,000 270,600 QUALCOMM Inc. .......................................................... United States 6,800 260,168 Texas Instruments Inc. ................................................. United States 25,000 489,000 ----------- 3,564,318 ----------- 60 | Annual Report Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) FRANKLIN BALANCED FUND COUNTRY SHARES VALUE ---------------------- -------------- --------- ----------- COMMON STOCKS (CONTINUED) MATERIALS 3.0% Alcoa Inc. ............................................................. United States 50,000 $ 575,500 The Dow Chemical Co. ................................................... United States 10,000 266,700 (a) Weyerhaeuser Co. ....................................................... United States 15,000 573,300 ----------- 1,415,500 ----------- TELECOMMUNICATION SERVICES 2.3% AT&T Inc. .............................................................. United States 40,000 1,070,800 ----------- UTILITIES 3.4% Duke Energy Corp. ...................................................... United States 30,000 491,400 PG&E Corp. ............................................................. United States 25,000 916,750 Public Service Enterprise Group Inc. ................................... United States 6,400 180,160 ----------- 1,588,310 ----------- TOTAL COMMON STOCKS (COST $27,912,794) ................................. 19,341,980 ----------- CONVERTIBLE PREFERRED STOCKS 6.7% FINANCIALS 3.9% American International Group Inc., 8.50%, cvt. pfd. .................... United States 10,000 44,500 Bank of America Corp., 7.25%, cvt. pfd., L ............................. United States 1,800 1,260,000 Citigroup Inc., 6.50%, cvt. pfd. ....................................... United States 16,050 516,970 ----------- 1,821,470 ----------- HEALTH CARE 1.4% Schering-Plough Corp., 6.00%, cvt. pfd. ................................ United States 5,000 668,341 ----------- MATERIALS 1.4% Freeport-McMoRan Copper & Gold Inc., 6.75%, cvt. pfd. .................. United States 13,500 658,530 ----------- TOTAL CONVERTIBLE PREFERRED STOCKS (COST $5,317,129) ................... 3,148,341 ----------- PREFERRED STOCKS 0.2% FINANCIALS 0.2% Fannie Mae, 7.625%, pfd., R ............................................ United States 20,000 25,000 Fannie Mae, 8.25%, pfd. ................................................ United States 25,000 52,500 Freddie Mac, 8.375%, pfd., Z ........................................... United States 30,200 46,810 ----------- TOTAL PREFERRED STOCKS (COST $1,880,000) ............................... 124,310 ----------- EQUITY LINKED SECURITIES 2.5% CONSUMER DISCRETIONARY 1.0% (c) The Goldman Sachs Group Inc. into Comcast Corp., 5.00%, 144A ........... United States 30,000 460,058 ----------- HEALTH CARE 1.5% (c) Morgan Stanley into Genentech Inc., 5.26%, 144A ........................ United States 10,000 733,282 ----------- TOTAL EQUITY LINKED SECURITIES (COST $1,216,420) ....................... 1,193,340 ----------- PRINCIPAL AMOUNT(d) --------- CONVERTIBLE BONDS 2.4% FINANCIALS 0.8% Vornado Realty Trust, senior bond, cvt., 2.85%, 4/01/27 ................ United States 500,000 355,000 ----------- Annual Report | 61 Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) PRINCIPAL FRANKLIN BALANCED FUND COUNTRY AMOUNT(d) VALUE ---------------------- -------------- --------- ----------- CONVERTIBLE BONDS (CONTINUED) HEALTH CARE 1.6% (c) Mylan Inc., 144A, cvt., 3.75%, 9/15/15 ................................. United States 1,000,000 $ 768,750 ----------- TOTAL CONVERTIBLE BONDS (COST $1,239,445) .............................. 1,123,750 ----------- CORPORATE BONDS 36.5% CONSUMER DISCRETIONARY 5.5% Comcast Corp., senior note, 5.85%, 1/15/10 ...................................................... United States 200,000 196,170 6.30%, 11/15/17 ..................................................... United States 350,000 303,299 Dollar General Corp., senior note, 10.625%, 7/15/15 .................... United States 500,000 462,500 Ford Motor Credit Co. LLC, senior note, 9.75%, 9/15/10 ................. United States 900,000 612,493 R.H. Donnelley Corp., senior disc. note, A-2, 6.875%, 1/15/13 .......... United States 800,000 188,000 Target Corp., 6.00%, 1/15/18 ........................................... United States 1,000,000 828,845 ----------- 2,591,307 ----------- CONSUMER STAPLES 2.8% Bunge Ltd. Finance Corp., senior note, 5.10%, 7/15/15 .................. United States 300,000 216,965 CVS Caremark Corp., senior note, 5.75%, 6/01/17 ........................ United States 300,000 242,656 Philip Morris International Inc., 5.65%, 5/16/18 ....................... United States 1,000,000 857,562 ----------- 1,317,183 ----------- ENERGY 3.7% Chesapeake Energy Corp., senior note, 7.25%, 12/15/18 .................. United States 1,000,000 760,000 El Paso Natural Gas Co., senior note, 7.25%, 4/01/18 ................... United States 500,000 377,500 (c) LUKOIL International Finance BV, 144A, 6.356%, 6/07/17 ................. Russia 500,000 277,500 Valero Energy Corp., 6.125%, 6/15/17 ................................... United States 400,000 330,116 ----------- 1,745,116 ----------- FINANCIALS 13.2% American Express Co., senior note, 7.00%, 3/19/18 ...................... United States 700,000 540,413 American Express Credit Corp., C, 7.30%, 8/20/13 ....................... United States 500,000 441,932 (c,e) American International Group Inc., junior sub. deb., 144A, FRN, 8.175%, 5/15/58 ............................................................. United States 600,000 95,864 (f) Bank of America Corp., pfd., sub. bond, M, 8.125%, Perpetual ........... United States 225,000 174,641 (c,f) BNP Paribas, 144A, 7.195%, Perpetual ................................... France 300,000 191,609 Compass Bank, 6.40%, 10/01/17 .......................................... United States 400,000 328,054 iStar Financial Inc., 8.625%, 6/01/13 .................................. United States 900,000 351,249 (f) JPMorgan Chase & Co., junior sub. note, 1, 7.90%, Perpetual ............ United States 1,440,000 1,170,037 Lazard Group, senior note, 6.85%, 6/15/17 .............................. United States 300,000 215,903 (g) Lehman Brothers Holdings Inc., senior note, 6.875%, 5/02/18 ............ United States 1,000,000 135,000 (c,e) Liberty Mutual Group, junior sub. note, 144A, FRN, 10.75%, 6/15/88 ..... United States 500,000 262,824 (c) Metropolitan Life Global Funding I, senior secured note, 144A, 5.125%, 4/10/13 ............................................................. United States 900,000 805,603 (e) The Travelers Cos. Inc., junior sub. bond, FRN, 6.25%, 3/15/67 ......... United States 500,000 319,470 (f) Wachovia Capital Trust III, junior sub. bond, 5.80%, Perpetual ......... United States 500,000 267,624 (c,f,g) Washington Mutual Preferred Funding Trust IV, junior sub. bond, 144A, 9.75%, Perpetual .................................................... United States 500,000 3,125 (f) Wells Fargo Capital XIII, pfd., 7.70%, Perpetual ....................... United States 300,000 245,562 (f) Wells Fargo Capital XV, 9.75%, Perpetual ............................... United States 700,000 679,645 ----------- 6,228,555 ----------- 62 | Annual Report Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) PRINCIPAL FRANKLIN BALANCED FUND COUNTRY AMOUNT(d) VALUE ---------------------- -------------- --------- ----------- CORPORATE BONDS (CONTINUED) HEALTH CARE 3.6% (c) Bausch & Lomb Inc., senior note, 144A, 9.875%, 11/01/15 ................ United States 400,000 $ 316,000 Coventry Health Care Inc., senior note, 6.30%, 8/15/14 ................. United States 400,000 281,633 Quest Diagnostics Inc., 6.95%, 7/01/37 ................................. United States 500,000 358,661 Schering-Plough Corp., senior note, 6.00%, 9/15/17 ..................... United States 400,000 352,380 (e) Tenet Healthcare Corp., senior note, FRN, 9.25%, 2/01/15 ............... United States 500,000 415,000 ----------- 1,723,674 ----------- INFORMATION TECHNOLOGY 0.5% First Data Corp., senior note, 9.875%, 9/24/15 ......................... United States 400,000 258,000 ----------- MATERIALS 1.8% Rio Tinto Finance USA Ltd., 5.875%, 7/15/13 ............................ Australia 1,000,000 854,480 ----------- TELECOMMUNICATION SERVICES 2.0% Embarq Corp., senior note, 7.082%, 6/01/16 ............................. United States 250,000 192,761 Telecom Italia Capital, senior note, 4.95%, 9/30/14 ...................................................... Italy 100,000 69,820 6.999%, 6/04/18 ..................................................... Italy 600,000 436,064 Verizon New York Inc., senior deb., A, 6.875%, 4/01/12 ................. United States 250,000 236,539 ----------- 935,184 ----------- UTILITIES 3.4% (c) Illinois Power Co., senior note, 144A, 9.75%, 11/15/18 ................. United States 1,000,000 1,003,670 (c) Texas Competitive Electric Holdings Co. LLC, senior note, 144A, 10.25%, 11/01/15 ............................................................ United States 800,000 614,000 ----------- 1,617,670 ----------- TOTAL CORPORATE BONDS (COST $24,046,088) ............................... 17,271,169 ----------- ASSET-BACKED SECURITIES AND COMMERCIAL MORTGAGE-BACKED SECURITIES (COST $139,727) 0.3% FINANCIALS 0.3% (e) Accredited Mortgage Loan Trust, 2005-3, A1, FRN, 3.447%, 9/25/35 ....... United States 139,640 128,883 ----------- MORTGAGE-BACKED SECURITIES 1.3% FEDERAL NATIONAL MORTGAGE ASSOCIATION (FNMA) FIXED RATE 1.3% FNMA 30 Year, 6.00%, 8/01/36 ........................................... United States 361,392 361,486 FNMA 30 Year, 6.50%, 4/01/36 ........................................... United States 271,389 275,307 ----------- TOTAL MORTGAGE-BACKED SECURITIES (COST $625,854) ....................... 636,793 ----------- TOTAL INVESTMENTS BEFORE SHORT TERM INVESTMENTS (COST $62,377,457) ..................................................... 42,968,566 ----------- SHARES --------- SHORT TERM INVESTMENTS (COST $3,585,681) 7.6% MONEY MARKET FUNDS 7.6% (h) Franklin Institutional Fiduciary Trust Money Market Portfolio, 1.56% ... United States 3,585,681 3,585,681 ----------- TOTAL INVESTMENTS (COST $65,963,138) 98.4% ............................. 46,554,247 OPTIONS WRITTEN 0.0%(i) ................................................ (12,700) OTHER ASSETS, LESS LIABILITIES 1.6% .................................... 739,321 ----------- NET ASSETS 100.0% ...................................................... $47,280,868 =========== Annual Report | 63 Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) FRANKLIN BALANCED FUND COUNTRY CONTRACTS VALUE ---------------------- -------------- --------- ----------- (j) OPTIONS WRITTEN 0.0%(i) PUT OPTIONS 0.0%(i) ENERGY 0.0%(i) Halliburton Co., Nov. 15 Puts, 11/22/08 ................................ United States 100 $ 3,700 ----------- MATERIALS 0.0%(i) Weyerhaeuser Co., Nov. 30 Puts, 11/22/08 ............................... United States 100 9,000 ----------- TOTAL OPTIONS WRITTEN (PREMIUMS RECEIVED $14,605) ...................... $ 12,700 ----------- See Selected Portfolio Abbreviations on page 90. (a) A portion or all of the security is held in connection with written option contracts open at year end. (b) Non-income producing for the twelve months ended October 31, 2008. (c) Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and may be sold in transactions exempt from registration only to qualified institutional buyers or in a public offering registered under the Securities Act of 1933. These securities have been deemed liquid under guidelines approved by the Trust's Board of Trustees. At October 31, 2008, the aggregate value of these securities was $5,532,285, representing 11.70% of net assets. (d) The principal amount is stated in U.S. dollars unless otherwise indicated. (e) The coupon rate shown represents the rate at period end. (f) Perpetual securities with no stated maturity date. (g) See Note 9 regarding defaulted securities. (h) See Note 7 regarding investments in the Franklin Institutional Fiduciary Trust Money Market Portfolio. The rate shown is the annualized seven-day yield at period end. (i) Rounds to less than 0.1% of net assets. (j) See Note 1(e) regarding written options. The accompanying notes are an integral part of these financial statements. 64 | Annual Report Franklin Investors Securities Trust FINANCIAL HIGHLIGHTS FRANKLIN CONVERTIBLE SECURITIES FUND YEAR ENDED OCTOBER 31, ---------------------------------------------------------------- CLASS A 2008 2007 2006 2005 2004 - ------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 17.14 $ 17.19 $ 16.46 $ 15.16 $ 13.90 -------- -------- -------- -------- -------- Income from investment operations(a): Net investment income(b) .................... 0.42 0.38 0.43 0.42 0.50 Net realized and unrealized gains (losses) .. (6.75) 1.36 1.52 1.49 1.43 -------- -------- -------- -------- -------- Total from investment operations ............... (6.33) 1.74 1.95 1.91 1.93 -------- -------- -------- -------- -------- Less distributions from: Net investment income ....................... (0.75) (0.58) (0.60) (0.61) (0.67) Net realized gains .......................... (0.58) (1.21) (0.62) -- -- -------- -------- -------- -------- -------- Total distributions ............................ (1.33) (1.79) (1.22) (0.61) (0.67) -------- -------- -------- -------- -------- Redemption fees(c, d) .......................... -- -- -- -- -- -------- -------- -------- -------- -------- Net asset value, end of year ................... $ 9.48 $ 17.14 $ 17.19 $ 16.46 $ 15.16 ======== ======== ======== ======== ======== Total return(e) ................................ (39.36)% 10.66% 12.45% 12.76% 14.06% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 0.89% 0.87% 0.86% 0.88% 0.92% Expenses net of payments by affiliates ......... 0.89%(f) 0.87%(f) 0.86%(f) 0.88%(f) 0.89% Net investment income .......................... 2.92% 2.25% 2.59% 2.63% 3.36% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $396,201 $844,603 $718,018 $551,120 $380,960 Portfolio turnover rate ........................ 37.58% 17.59% 31.37% 35.30% 28.37% (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) Effective September 1, 2008, the redemption fee was eliminated. (e) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. (f) Benefit of expense reduction rounds to less than 0.01%. The accompanying notes are an integral part of these financial statements. Annual Report | 65 Franklin Investors Securities Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN CONVERTIBLE SECURITIES FUND YEAR ENDED OCTOBER 31, ---------------------------------------------------------------- CLASS C 2008 2007 2006 2005 2004 - ------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ............. $ 16.98 $ 17.04 $ 16.32 $ 15.05 $ 13.81 -------- -------- -------- -------- -------- Income from investment operations(a): Net investment income(b) .................... 0.31 0.25 0.30 0.30 0.39 Net realized and unrealized gains (losses) .. (6.68) 1.36 1.52 1.46 1.42 -------- -------- -------- -------- -------- Total from investment operations ............... (6.37) 1.61 1.82 1.76 1.81 -------- -------- -------- -------- -------- Less distributions from: Net investment income ....................... (0.64) (0.46) (0.48) (0.49) (0.57) Net realized gains .......................... (0.58) (1.21) (0.62) -- -- -------- -------- -------- -------- -------- Total distributions ............................ (1.22) (1.67) (1.10) (0.49) (0.57) -------- -------- -------- -------- -------- Redemption fees(c, d) .......................... -- -- -- -- -- -------- -------- -------- -------- -------- Net asset value, end of year ................... $ 9.39 $ 16.98 $ 17.04 $ 16.32 $ 15.05 ======== ======== ======== ======== ======== Total return(e) ................................ (39.80)% 9.94% 11.53% 11.92% 13.21% RATIOS TO AVERAGE NET ASSETS Expenses ....................................... 1.63% 1.61% 1.61% 1.63% 1.67% Expenses net of payments by affiliates ......... 1.63%(f) 1.61%(f) 1.61%(f) 1.63%(f) 1.64% Net investment income .......................... 2.18% 1.51% 1.83% 1.88% 2.61% SUPPLEMENTAL DATA Net assets, end of year (000's) ................ $138,148 $306,353 $271,216 $219,970 $167,813 Portfolio turnover rate ........................ 37.58% 17.59% 31.37% 35.30% 28.37% (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) Effective September 1, 2008, the redemption fee was eliminated. (e) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. (f) Benefit of expense reduction rounds to less than 0.01%. The accompanying notes are an integral part of these financial statements. 66 | Annual Report Franklin Investors Securities Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN CONVERTIBLE SECURITIES FUND PERIOD ENDED OCTOBER 31, ADVISOR CLASS 2008(a) - ------------- ------------ PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ............. $ 15.65 ------- Income from investment operations(b): Net investment income(c) ...................... 0.24 Net realized and unrealized gains (losses) .... (5.88) ------- Total from investment operations ................. (5.64) ------- Less distributions from net investment income .... (0.53) ------- Redemption fees(d, e) ............................ -- ------- Net asset value, end of period ................... $ 9.48 ======= Total return(f) .................................. (36.93)% RATIOS TO AVERAGE NET ASSETS(g) Expenses(h) ...................................... 0.64% Net investment income ............................ 3.17% SUPPLEMENTAL DATA Net assets, end of period (000's) ................ $ 318 Portfolio turnover rate .......................... 37.58% (a) For the period May 15, 2008 (effective date) to October 31, 2008. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return is not annualized for periods less than one year. (g) Ratios are annualized for periods less than one year. (h) Benefit of expense reduction rounds to less than 0.01%. The accompanying notes are an integral part of these financial statements. Annual Report | 67 Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 FRANKLIN CONVERTIBLE SECURITIES FUND SHARES VALUE ----------------------------------- ----------- ------------ COMMON STOCKS 1.3% UTILITIES 1.3% CenterPoint Energy Inc. ....................................................... 310,820 $ 3,580,646 PNM Resources Inc. ............................................................ 341,176 3,326,466 ------------ TOTAL COMMON STOCKS (COST $14,042,517) ........................................ 6,907,112 ------------ CONVERTIBLE PREFERRED STOCKS 31.1% CONSUMER DISCRETIONARY 4.5% Ford Motor Co. Capital Trust II, 6.50%, cvt. pfd. ............................. 450,000 3,253,500 General Motors Corp., 6.25%, cvt. pfd. ........................................ 235,000 1,492,250 General Motors Corp., 1.50%, cvt. pfd., D ..................................... 776,200 12,807,300 Retail Ventures Inc. into DSW Inc., 6.625%, cvt. pfd. ......................... 250,000 6,343,750 ------------ 23,896,800 ------------ CONSUMER STAPLES 2.1% Archer Daniels Midland Co., 6.25%, cvt. pfd. .................................. 400,000 11,480,000 ------------ ENERGY 3.2% (a) Chesapeake Energy Corp., 5.00%, cvt. pfd., 144A ............................... 110,000 7,528,103 El Paso Corp., 4.99%, cvt. pfd. ............................................... 12,000 9,513,000 ------------ 17,041,103 ------------ FINANCIALS 9.5% Affiliated Managers Group Inc., 5.10%, cvt. pfd. .............................. 350,000 6,343,750 Bank of America Corp., 7.25%, cvt. pfd., L .................................... 4,000 2,800,000 CIT Group Inc., 8.75%, cvt. pfd., C ........................................... 30,000 641,100 CIT Group Inc., 7.75%, cvt. pfd., Z ........................................... 619,500 3,562,125 E*TRADE Financial Corp., 6.125%, cvt. pfd. .................................... 855,000 2,086,200 Fannie Mae, 5.375%, cvt. pfd. ................................................. 140 735,000 Legg Mason Inc., 7.00%, cvt. pfd. ............................................. 375,000 8,587,500 MetLife Inc., 6.375%, cvt. pfd. ............................................... 400,000 3,462,108 Simon Property Group Inc., 6.00%, cvt. pfd. ................................... 200,000 10,460,000 Wachovia Corp., 7.50%, cvt. pfd., L ........................................... 17,900 11,903,500 ------------ 50,581,283 ------------ HEALTH CARE 2.2% Schering-Plough Corp., 6.00%, cvt. pfd. ....................................... 88,000 11,762,799 ------------ INDUSTRIALS 2.5% Avery Dennison Corp., 7.875%, cvt. pfd. ....................................... 400,000 13,612,000 ------------ MATERIALS 1.3% Celanese Corp., 4.25%, cvt. pfd. .............................................. 375,000 7,160,175 ------------ UTILITIES 5.8% CMS Energy Corp., 4.50%, cvt. pfd., B ......................................... 100,000 5,381,250 Entergy Corp., 7.625%, cvt. pfd. .............................................. 300,000 14,119,500 NRG Energy Inc., 4.00%, cvt. pfd. ............................................. 9,500 11,307,375 ------------ 30,808,125 ------------ TOTAL CONVERTIBLE PREFERRED STOCKS (COST $304,855,973) ........................ 166,342,285 ------------ 68 | Annual Report Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) PRINCIPAL FRANKLIN CONVERTIBLE SECURITIES FUND AMOUNT(b) VALUE ------------------------------------ ----------- ------------ CONVERTIBLE BONDS 63.9% CONSUMER DISCRETIONARY 9.8% Best Buy Co. Inc., cvt., sub. deb., 2.25%, 1/15/22 ............................ $21,000,000 $ 16,563,750 Carnival Corp., cvt., senior deb., 2.00%, 4/15/21 ............................. 18,000,000 15,142,500 Liberty Media Corp., cvt., senior deb., B, 3.25%, 3/15/31 ..................... 10,000,000 3,862,500 Lions Gate Entertainment Corp., cvt., senior note, 3.625%, 3/15/25 (Canada) ... 10,000,000 7,274,850 (a) Live Nation Inc., cvt., senior note, 144A, 2.875%, 7/15/27 .................... 17,865,000 9,446,119 ------------ 52,289,719 ------------ ENERGY 1.0% Helix Energy Solutions Group, cvt., senior note, 3.25%, 12/15/25 .............. 10,000,000 5,462,500 ------------ FINANCIALS 4.7% CapitalSource Inc., cvt., senior sub. note, 4.00%, 7/15/34 .................... 20,000,000 11,360,500 (c) iStar Financial Inc., cvt., senior note, FRN, 4.383%, 10/01/12 ................ 23,000,000 9,102,825 Leucadia National Corp., cvt., senior sub. note, 3.75%, 4/15/14 ............... 3,600,000 4,441,500 ------------ 24,904,825 ------------ HEALTH CARE 20.4% Alza Corp. into Johnson & Johnson, cvt., sub. deb., zero cpn., 7/28/20 ........ 15,000,000 12,862,500 American Medical Systems Holdings Ltd., cvt., senior sub. note, 3.25%, 7/01/36 .................................................................... 15,000,000 10,762,500 (a) Amgen Inc., cvt., senior note, 144A, 0.375%, 2/01/13 .......................... 15,000,000 13,336,800 Biomarin Pharmaceutical Inc., cvt., senior note, 1.875%, 4/23/17 .............. 3,300,000 3,295,875 Gilead Sciences Inc., cvt., senior note, 0.625%, 5/01/13 ...................... 10,000,000 12,462,500 Lifepoint Hospitals Inc., cvt., 3.25%, 8/15/25 ................................ 15,000,000 8,437,500 Medtronic Inc., cvt., senior note, 1.50%, 4/15/11 ......................................................... 4,000,000 3,682,084 (a) 144A, 1.50%, 4/15/11 ................................................... 17,000,000 15,648,857 (a) Mylan Inc., 144A, cvt., 3.75%, 9/15/15 ........................................ 16,000,000 12,300,000 PDL BioPharma Inc., cvt., sub. note, 2.75%, 8/16/23 ........................... 19,550,000 16,128,750 ------------ 108,917,366 ------------ INDUSTRIALS 5.6% (a) GATX Corp., cvt., senior note, 144A, 5.00%, 8/15/23 ........................... 3,000,000 3,480,000 (a) L-3 Communications Corp., cvt., 144A, 3.00%, 8/01/35 .......................... 15,000,000 14,400,000 WESCO International Inc., cvt., senior deb., 1.75%, 11/15/26 ........................................................ 5,000,000 2,993,750 (a) 144A, 1.75%, 11/15/26 .................................................. 15,000,000 8,981,250 ------------ 29,855,000 ------------ INFORMATION TECHNOLOGY 19.2% (a) Alliance Data System Corp., senior note, 144A, cvt., 1.75%, 8/01/13 ........... 17,000,000 12,707,500 (a) BearingPoint Inc., cvt., sub. note, 144A, 2.50%, 12/15/24 ..................... 14,000,000 5,847,072 EMC Corp., senior note, cvt., 1.75%, 12/01/13 ................................. 10,000,000 9,087,500 Intel Corp., cvt., (a) junior sub. bond, 144A, 2.95%, 12/15/35 ................................ 19,000,000 13,341,781 sub. deb., 2.95%, 12/15/35 ............................................. 2,000,000 1,404,398 Liberty Media Corp. into Motorola Inc., cvt., senior deb., 3.50%, 1/15/31 ..... 8,000,000 2,216,806 (a) Microchip Technology Inc., cvt., junior sub. note, 144A, 2.125%, 12/15/37 ..... 20,000,000 15,704,800 Annual Report | 69 Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) PRINCIPAL FRANKLIN CONVERTIBLE SECURITIES FUND AMOUNT(b) VALUE ------------------------------------ ----------- ------------ CONVERTIBLE BONDS (CONTINUED) INFORMATION TECHNOLOGY (CONTINUED) Micron Technology Inc., cvt., senior sub. note, 1.875%, 6/01/14 ............... $20,000,000 $ 9,025,000 PMC-Sierra Inc., cvt., (a) 144A, 2.25%, 10/15/25 .................................................. 3,500,000 2,861,250 sub. note, 2.25%, 10/15/25 ............................................. 9,500,000 7,766,250 (a) VeriFone Holdings Inc., cvt., senior note, 144A, 1.375%, 6/15/12 .............. 21,000,000 13,387,500 (a) VeriSign Inc., cvt., junior sub. bond, 144A, 3.25%. 8/15/37 ................... 14,000,000 9,572,500 ------------ 102,922,357 ------------ TELECOMMUNICATION SERVICES 2.3% (a) NII Holdings Inc., cvt., 144A, 2.75%, 8/15/25 ................................. 15,000,000 12,187,499 ------------ UTILITIES 0.9% CMS Energy Corp., cvt., senior note, 2.875%, 12/01/24 ......................... 6,000,000 5,067,606 ------------ TOTAL CONVERTIBLE BONDS (COST $488,069,359) ................................... 341,606,872 ------------ TOTAL INVESTMENTS BEFORE SHORT TERM INVESTMENTS (COST $806,967,849) ........... 514,856,269 ------------ SHARES ----------- SHORT TERM INVESTMENTS (COST $14,651,385) 2.7% MONEY MARKET FUNDS 2.7% (d) Franklin Institutional Fiduciary Trust Money Market Portfolio, 1.56% .......... 14,651,385 14,651,385 ------------ TOTAL INVESTMENTS (COST $821,619,234) 99.0% ................................... 529,507,654 OTHER ASSETS, LESS LIABILITIES 1.0% ........................................... 5,158,912 ------------ NET ASSETS 100.0% ............................................................. $534,666,566 ============ See Selected Portfolio Abbreviations on page 90. (a) Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and may be sold in transactions exempt from registration only to qualified institutional buyers or in a public offering registered under the Securities Act of 1933. These securities have been deemed liquid under guidelines approved by the Trust's Board of Trustees. At October 31, 2008, the aggregate value of these securities was $170,731,032, representing 31.93% of net assets. (b) The principal amount is stated in U.S. dollars unless otherwise indicated. (c) The coupon rate shown represents the rate at period end. (d) See Note 7 regarding investments in the Franklin Institutional Fiduciary Trust Money Market Portfolio. The rate shown is the annualized seven-day yield at period end. The accompanying notes are an integral part of these financial statements. 70 | Annual Report Franklin Investors Securities Trust FINANCIAL HIGHLIGHTS FRANKLIN EQUITY INCOME FUND YEAR ENDED OCTOBER 31, ---------------------------------------------------------------- CLASS A 2008 2007 2006 2005 2004 - ------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year .............. $ 22.41 $ 22.67 $ 20.47 $ 19.58 $ 17.84 -------- -------- -------- -------- -------- Income from investment operations(a): Net investment income(b) ..................... 0.48 0.46 0.48 0.50 0.41 Net realized and unrealized gains (losses) ... (8.57) 1.16 2.70 0.85 1.72 -------- -------- -------- -------- -------- Total from investment operations ................ (8.09) 1.62 3.18 1.35 2.13 -------- -------- -------- -------- -------- Less distributions from: Net investment income ........................ (0.48) (0.45) (0.51) (0.46) (0.39) Net realized gains ........................... (0.96) (1.43) (0.47) -- -- -------- -------- -------- -------- -------- Total distributions ............................. (1.44) (1.88) (0.98) (0.46) (0.39) -------- -------- -------- -------- -------- Redemption fees(c, d) ........................... -- -- -- -- -- -------- -------- -------- -------- -------- Net asset value, end of year .................... $ 12.88 $ 22.41 $ 22.67 $ 20.47 $ 19.58 ======== ======== ======== ======== ======== Total return(e) ................................. (38.01)% 7.40% 16.04% 6.92% 12.04% RATIOS TO AVERAGE NET ASSETS Expenses ........................................ 0.95%(f) 0.92%(f) 0.91%(f) 0.93%(f) 0.93%(g) Net investment income ........................... 2.66% 2.03% 2.26% 2.43% 2.15% SUPPLEMENTAL DATA Net assets, end of year (000's) ................. $465,027 $855,227 $735,432 $651,766 $615,941 Portfolio turnover rate ......................... 31.32% 27.66% 29.34% 38.05% 36.42% (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) Effective September 1, 2008, the redemption fee was eliminated. (e) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. (f) Benefit of expense reduction rounds to less than 0.01%. (g) Benefit of payments by affiliates and expense reduction rounds to less than 0.01%. The accompanying notes are an integral part of these financial statements. Annual Report | 71 Franklin Investors Securities Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN EQUITY INCOME FUND YEAR ENDED OCTOBER 31, ----------------------------------------------------------- CLASS B 2008 2007 2006 2005 2004 - ------- ------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year .............. $ 22.30 $ 22.57 $ 20.38 $ 19.49 $ 17.76 ------- ------- ------- ------- ------- Income from investment operations(a): Net investment income(b) ..................... 0.34 0.29 0.32 0.35 0.27 Net realized and unrealized gains (losses) ... (8.52) 1.15 2.70 0.85 1.71 ------- ------- ------- ------- ------- Total from investment operations ................ (8.18) 1.44 3.02 1.20 1.98 ------- ------- ------- ------- ------- Less distributions from: Net investment income ........................ (0.34) (0.28) (0.36) (0.31) (0.25) Net realized gains ........................... (0.96) (1.43) (0.47) -- -- ------- ------- ------- ------- ------- Total distributions ............................. (1.30) (1.71) (0.83) (0.31) (0.25) ------- ------- ------- ------- ------- Redemption fees(c, d) ........................... -- -- -- -- -- ------- ------- ------- ------- ------- Net asset value, end of year .................... $ 12.82 $ 22.30 $ 22.57 $ 20.38 $ 19.49 ======= ======= ======= ======= ======= Total return(e) ................................. (38.47)% 6.59% 15.20% 6.17% 11.20% RATIOS TO AVERAGE NET ASSETS Expenses ........................................ 1.70%(f) 1.67%(f) 1.65%(f) 1.68%(f) 1.68%(g) Net investment income ........................... 1.91% 1.28% 1.52% 1.68% 1.40% SUPPLEMENTAL DATA Net assets, end of year (000's) ................. $20,559 $46,627 $51,979 $54,880 $55,442 Portfolio turnover rate ......................... 31.32% 27.66% 29.34% 38.05% 36.42% (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) Effective September 1, 2008, the redemption fee was eliminated. (e) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. (f) Benefit of expense reduction rounds to less than 0.01%. (g) Benefit of payments by affiliates and expense reduction rounds to less than 0.01%. The accompanying notes are an integral part of these financial statements. 72 | Annual Report Franklin Investors Securities Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN EQUITY INCOME FUND YEAR ENDED OCTOBER 31, --------------------------------------------------------------- CLASS C 2008 2007 2006 2005 2004 - ------- ------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year .............. $ 22.31 $ 22.58 $ 20.39 $ 19.50 $ 17.77 ------- -------- -------- -------- -------- Income from investment operations(a): Net investment income(b) ..................... 0.34 0.29 0.32 0.34 0.27 Net realized and unrealized gains (losses) ... (8.52) 1.15 2.70 0.86 1.71 ------- -------- -------- -------- -------- Total from investment operations ................ (8.18) 1.44 3.02 1.20 1.98 ------- -------- -------- -------- -------- Less distributions from: Net investment income ........................ (0.34) (0.28) (0.36) (0.31) (0.25) Net realized gains ........................... (0.96) (1.43) (0.47) -- -- ------- -------- -------- -------- -------- Total distributions ............................. (1.30) (1.71) (0.83) (0.31) (0.25) ------- -------- -------- -------- -------- Redemption fees(c, d) ........................... -- -- -- -- -- ------- -------- -------- -------- -------- Net asset value, end of year .................... $ 12.83 $ 22.31 $ 22.58 $ 20.39 $ 19.50 ======= ======== ======== ======== ======== Total return(e) ................................. (38.46)% 6.60% 15.19% 6.16% 11.19% RATIOS TO AVERAGE NET ASSETS Expenses ........................................ 1.70%(f) 1.66%(f) 1.65%(f) 1.68%(f) 1.68%(g) Net investment income ........................... 1.91% 1.29% 1.52% 1.68% 1.40% SUPPLEMENTAL DATA Net assets, end of year (000's) ................. $78,394 $166,481 $172,366 $174,674 $172,773 Portfolio turnover rate ......................... 31.32% 27.66% 29.34% 38.05% 36.42% (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) Effective September 1, 2008, the redemption fee was eliminated. (e) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. (f) Benefit of expense reduction rounds to less than 0.01%. (g) Benefit of payments by affiliates and expense reduction rounds to less than 0.01%. The accompanying notes are an integral part of these financial statements. Annual Report | 73 Franklin Investors Securities Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN EQUITY INCOME FUND YEAR ENDED OCTOBER 31, --------------------------------------------------------------- CLASS R 2008 2007 2006 2005 2004 - ------- ------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year .............. $ 22.43 $ 22.68 $ 20.48 $ 19.59 $ 17.85 ------- ------- ------- ------- ------- Income from investment operations(a): Net investment income(b) ..................... 0.44 0.41 0.43 0.45 0.37 Net realized and unrealized gains (losses) ... (8.59) 1.16 2.70 0.85 1.72 ------- ------- ------- ------- ------- Total from investment operations ................ (8.15) 1.57 3.13 1.30 2.09 ------- ------- ------- ------- ------- Less distributions from: Net investment income ........................ (0.43) (0.39) (0.46) (0.41) (0.35) Net realized gains ........................... (0.96) (1.43) (0.47) -- -- ------- ------- ------- ------- ------- Total distributions ............................. (1.39) (1.82) (0.93) (0.41) (0.35) ------- ------- ------- ------- ------- Redemption fees(c, d) ........................... -- -- -- -- -- ------- ------- ------- ------- ------- Net asset value, end of year .................... $ 12.89 $ 22.43 $ 22.68 $ 20.48 $ 19.59 ======= ======= ======= ======= ======= Total return(e) ................................. (38.18)% 7.11% 15.69% 6.71% 11.75% RATIOS TO AVERAGE NET ASSETS Expenses ........................................ 1.20%(f) 1.17%(f) 1.16%(f) 1.18%(f) 1.18%(g) Net investment income ........................... 2.41% 1.78% 2.01% 2.18% 1.90% SUPPLEMENTAL DATA Net assets, end of year (000's) ................. $ 4,690 $13,532 $18,908 $20,612 $18,858 Portfolio turnover rate ......................... 31.32% 27.66% 29.34% 38.05% 36.42% (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) Effective September 1, 2008, the redemption fee was eliminated. (e) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. (f) Benefit of expense reduction rounds to less than 0.01%. (g) Benefit of payments by affiliates and expense reduction rounds to less than 0.01%. The accompanying notes are an integral part of these financial statements. 74 | Annual Report Franklin Investors Securities Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN EQUITY INCOME FUND PERIOD ENDED OCTOBER 31, ADVISOR CLASS 2008(a) - ------------- ------------ PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ............ $ 19.59 ------- Income from investment operations(b): Net investment income(c) ..................... 0.23 Net realized and unrealized gains (losses) ... (6.75) ------- Total from investment operations ................ (6.52) ------- Less distributions from net investment income ... (0.19) ------- Redemption fees(d, e) ........................... -- ------- Net asset value, end of period .................. $ 12.88 ======= Total return(f) ................................. (33.43)% RATIOS TO AVERAGE NET ASSETS(g) Expenses(h) ..................................... 0.70% Net investment income ........................... 2.91% SUPPLEMENTAL DATA Net assets, end of period (000's) ............... $ 679 Portfolio turnover rate ......................... 31.32% (a) For the period May 15, 2008 (effective date) to October 31, 2008. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return is not annualized for periods less than one year. (g) Ratios are annualized for periods less than one year. (h) Benefit of expense reduction rounds to less than 0.01%. The accompanying notes are an integral part of these financial statements. Annual Report | 75 Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 FRANKLIN EQUITY INCOME FUND COUNTRY SHARES VALUE --------------------------- -------------- ----------- ------------ COMMON STOCKS 74.9% CONSUMER DISCRETIONARY 7.2% Autoliv Inc. ........................................................... Sweden 155,100 $ 3,312,936 Best Buy Co. Inc. ...................................................... United States 298,700 8,008,147 Carnival Corp. ......................................................... United States 392,400 9,966,960 The Home Depot Inc. .................................................... United States 414,000 9,766,260 Nordstrom Inc. ......................................................... United States 542,700 9,817,443 ------------ 40,871,746 ------------ CONSUMER STAPLES 7.1% The Coca-Cola Co. ...................................................... United States 329,800 14,530,988 Diageo PLC, ADR ........................................................ United Kingdom 227,200 14,129,568 Unilever NV, N.Y. shs. ................................................. Netherlands 488,700 11,753,235 ------------ 40,413,791 ------------ ENERGY 10.0% Chesapeake Energy Corp. ................................................ United States 327,445 7,193,967 Chevron Corp. .......................................................... United States 226,520 16,898,392 ConocoPhillips ......................................................... United States 279,300 14,529,186 Exxon Mobil Corp. ...................................................... United States 198,534 14,715,340 Sunoco Inc. ............................................................ United States 123,500 3,766,750 ------------ 57,103,635 ------------ FINANCIALS 9.1% AFLAC Inc. ............................................................. United States 210,500 9,320,940 Bank of America Corp. .................................................. United States 553,706 13,383,074 Citigroup Inc. ......................................................... United States 533,400 7,280,910 iStar Financial Inc. ................................................... United States 534,400 577,152 JPMorgan Chase & Co. ................................................... United States 261,350 10,780,687 Marsh & McLennan Cos. Inc. ............................................. United States 365,900 10,728,188 ------------ 52,070,951 ------------ HEALTH CARE 7.1% Johnson & Johnson ...................................................... United States 150,500 9,231,670 Pfizer Inc. ............................................................ United States 684,500 12,122,495 Roche Holding AG ....................................................... Switzerland 125,300 19,108,979 ------------ 40,463,144 ------------ INDUSTRIALS 14.5% 3M Co. ................................................................. United States 213,100 13,702,330 The Boeing Co. ......................................................... United States 189,300 9,894,711 Caterpillar Inc. ....................................................... United States 264,200 10,084,514 General Electric Co. ................................................... United States 596,600 11,639,666 J.B. Hunt Transport Services Inc. ...................................... United States 282,800 8,040,004 Pitney Bowes Inc. ...................................................... United States 334,500 8,288,910 United Parcel Service Inc., B .......................................... United States 201,600 10,640,448 Waste Management Inc. .................................................. United States 319,600 9,981,108 ------------ 82,271,691 ------------ 76 | Annual Report Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) FRANKLIN EQUITY INCOME FUND COUNTRY SHARES VALUE --------------------------- -------------- ----------- ------------ COMMON STOCKS (CONTINUED) INFORMATION TECHNOLOGY 8.2% Intel Corp. ............................................................ United States 870,500 $ 13,928,000 Microsoft Corp. ........................................................ United States 541,900 12,100,627 Nokia Corp., ADR ....................................................... Finland 530,800 8,057,544 Paychex Inc. ........................................................... United States 443,900 12,668,906 ------------ 46,755,077 ------------ MATERIALS 4.0% Alcoa Inc. ............................................................. United States 479,000 5,513,290 The Dow Chemical Co. ................................................... United States 379,300 10,115,931 Weyerhaeuser Co. ....................................................... United States 185,000 7,070,700 ------------ 22,699,921 ------------ TELECOMMUNICATION SERVICES 3.3% AT&T Inc. .............................................................. United States 704,110 18,849,025 ------------ UTILITIES 4.4% Dominion Resources Inc. ................................................ United States 343,000 12,444,040 PG&E Corp. ............................................................. United States 340,000 12,467,800 ------------ 24,911,840 ------------ TOTAL COMMON STOCKS (COST $549,285,167) ................................ 426,410,821 ------------ CONVERTIBLE PREFERRED STOCKS 6.5% CONSUMER DISCRETIONARY 0.7% General Motors Corp., 6.25%, cvt. pfd. ................................. United States 680,000 4,318,000 ------------ FINANCIALS 2.2% Bank of America Corp., 7.25%, cvt. pfd., L ............................. United States 9,000 6,300,000 Wachovia Corp., 7.50%, cvt. pfd., L .................................... United States 9,500 6,317,500 ------------ 12,617,500 ------------ HEALTH CARE 1.8% Schering-Plough Corp., 6.00%, cvt. pfd. ................................ United States 76,000 10,158,781 ------------ UTILITIES 1.8% Entergy Corp., 7.625%, cvt. pfd. ....................................... United States 215,000 10,118,975 ------------ TOTAL CONVERTIBLE PREFERRED STOCKS (COST $60,034,908) .................. 37,213,256 ------------ PREFERRED STOCKS (COST $15,634,990) 0.2% FINANCIALS 0.2% Fannie Mae, 8.25%, pfd. ................................................ United States 625,000 1,312,500 ------------ EQUITY LINKED SECURITIES (COST $18,418,000) 2.7% CONSUMER DISCRETIONARY 2.7% (a) The Goldman Sachs Group Inc. into Comcast Corp., 5.00%, 144A ........... United States 1,000,000 15,335,262 ------------ PRINCIPAL AMOUNT ----------- CONVERTIBLE BONDS 4.7% HEALTH CARE 2.1% (a) Mylan Inc., 144A, cvt., 3.75%, 9/15/15 ................................. United States $15,000,000 11,531,250 ------------ Annual Report | 77 Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) PRINCIPAL FRANKLIN EQUITY INCOME FUND COUNTRY AMOUNT VALUE --------------------------- -------------- ----------- ------------ CONVERTIBLE BONDS (CONTINUED) INFORMATION TECHNOLOGY 2.6% Microchip Technology Inc., cvt., 2.125%, 12/15/37 ...................... United States $19,500,000 $ 14,917,500 ------------ TOTAL CONVERTIBLE BONDS (COST $29,854,822) ............................. 26,448,750 ------------ CORPORATE BONDS 3.8% FINANCIALS 3.8% American Express Credit Corp., C, 7.30%, 8/20/13 ....................... United States 12,500,000 11,048,287 (b) JPMorgan Chase & Co., junior sub. note, 1, 7.90%, Perpetual ............ United States 13,000,000 10,562,838 ------------ TOTAL CORPORATE BONDS (COST $24,165,428) ............................... 21,611,125 ------------ TOTAL INVESTMENTS BEFORE SHORT TERM INVESTMENTS (COST $697,393,315) .................................................... 528,331,714 ------------ SHARES ----------- SHORT TERM INVESTMENTS 7.3% MONEY MARKET FUNDS (COST $28,233,515) 5.0% (c) Franklin Institutional Fiduciary Trust Money Market Portfolio, 1.56% ... United States 28,233,515 28,233,515 ------------ PRINCIPAL AMOUNT ----------- REPURCHASE AGREEMENTS (COST $13,251,120) 2.3% (d) Joint Repurchase Agreement, 0.159%, 11/03/08 (Maturity Value $13,251,296) .................................................. $13,251,120 13,251,120 ABN AMRO Bank NV, New York Branch (Maturity Value $1,652,967) Banc of America Securities LLC (Maturity Value $1,845,110) Barclays Capital Inc. (Maturity Value $1,652,967) BNP Paribas Securities Corp. (Maturity Value $1,845,110) Credit Suisse Securities (USA) LLC (Maturity Value $1,652,967) Deutsche Bank Securities Inc. (Maturity Value $1,988,225) Dresdner Kleinwort Securities LLC (Maturity Value $768,840) UBS Securities LLC (Maturity Value $1,845,110) Collateralized by U.S. Government Agency Securities, 2.22% - 5.00%, 11/21/08 - 5/01/13; (e) U.S. Government Agency Discount Notes, 11/28/08 - 1/30/09; (e) U.S. Treasury Bills, 10/22/09; and U.S. Treasury Notes, 3.50% - 4.75%, 2/28/09 - 11/15/09 ------------ TOTAL INVESTMENTS (COST $738,877,950) 100.1% ................................. 569,816,349 OTHER ASSETS, LESS LIABILITIES (0.1)% ........................................ (466,872) ------------ NET ASSETS 100.0% ............................................................ $569,349,477 ============ See Selected Portfolio Abbreviations on page 90. (a) Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and may be sold in transactions exempt from registration only to qualified institutional buyers or in a public offering registered under the Securities Act of 1933. These securities have been deemed liquid under guidelines approved by the Trust's Board of Trustees. At October 31, 2008, the aggregate value of these securities was $26,866,512, representing 4.72% of net assets. (b) Perpetual securities with no stated maturity date. (c) See Note 7 regarding investments in the Franklin Institutional Fiduciary Trust Money Market Portfolio. The rate shown is the annualized seven-day yield at period end. (d) See Note 1(c) regarding joint repurchase agreement. (e) The security is traded on a discount basis with no stated coupon rate. The accompanying notes are an integral part of these financial statements. 78 | Annual Report Franklin Investors Securities Trust FINANCIAL HIGHLIGHTS FRANKLIN LIMITED MATURITY U.S. GOVERNMENT SECURITIES FUND YEAR ENDED OCTOBER 31, ---------------------------------------------------------- CLASS A 2008 2007 2006 2005 2004 - ------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ........................ $ 10.00 $ 9.90 $ 9.91 $ 10.26 $ 10.37 -------- -------- -------- -------- -------- Income from investment operations(a): Net investment income(b) ............................... 0.37 0.38 0.34 0.30 0.27 Net realized and unrealized gains (losses) ............. 0.09 0.11 0.01 (0.32) (0.04) -------- -------- -------- -------- -------- Total from investment operations .......................... 0.46 0.49 0.35 (0.02) 0.23 -------- -------- -------- -------- -------- Less distributions from net investment income ............. (0.41) (0.39) (0.36) (0.33) (0.34) -------- -------- -------- -------- -------- Redemption fees(c, d) ..................................... -- -- -- -- -- -------- -------- -------- -------- -------- Net asset value, end of year .............................. $ 10.05 $ 10.00 $ 9.90 $ 9.91 $ 10.26 ======== ======== ======== ======== ======== Total return(e) ........................................... 4.67% 5.05% 3.63% (0.16)% 2.23% RATIOS TO AVERAGE NET ASSETS Expenses .................................................. 0.86%(f) 0.88%(f) 0.83% 0.81%(f) 0.79% Net investment income ..................................... 3.64% 3.79% 3.43% 2.96% 2.67% SUPPLEMENTAL DATA Net assets, end of year (000's) ........................... $298,468 $189,122 $211,245 $268,197 $309,544 Portfolio turnover rate ................................... 61.57% 25.29% 45.79% 62.33% 86.82% (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) Effective September 1, 2008, the redemption fee was eliminated. (e) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. (f) Benefit of expense reduction rounds to less than 0.01%. The accompanying notes are an integral part of these financial statements. Annual Report | 79 Franklin Investors Securities Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN LIMITED MATURITY U.S. GOVERNMENT SECURITIES FUND YEAR ENDED OCTOBER 31, ---------------------------------------------------------- ADVISOR CLASS 2008 2007 2006 2005 2004 - ------------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ........................ $ 9.99 $ 9.89 $ 9.90 $ 10.24 $ 10.36 ------- ------- ------- ------- ------- Income from investment operations(a): Net investment income(b) ............................... 0.38 0.39 0.35 0.31 0.28 Net realized and unrealized gains (losses) ............. 0.09 0.11 0.01 (0.31) (0.05) ------- ------- ------- ------- ------- Total from investment operations .......................... 0.47 0.50 0.36 -- 0.23 ------- ------- ------- ------- ------- Less distributions from net investment income ............. (0.42) (0.40) (0.37) (0.34) (0.35) ------- ------- ------- ------- ------- Redemption fees (c, d) .................................... -- -- -- -- -- ------- ------- ------- ------- ------- Net asset value, end of year .............................. $ 10.04 $ 9.99 $ 9.89 $ 9.90 $ 10.24 ======= ======= ======= ======= ======= Total return .............................................. 4.78% 5.16% 3.74% 0.04% 2.24% RATIOS TO AVERAGE NET ASSETS Expenses .................................................. 0.76%(e) 0.78%(e) 0.73% 0.71%(e) 0.69% Net investment income ..................................... 3.74% 3.89% 3.53% 3.06% 2.77% SUPPLEMENTAL DATA Net assets, end of year (000's) ........................... $27,734 $22,143 $22,293 $26,725 $24,141 Portfolio turnover rate ................................... 61.57% 25.29% 45.79% 62.33% 86.82% (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) Effective September 1, 2008, the redemption fee was eliminated. (e) Benefit of expense reduction rounds to less than 0.01%. The accompanying notes are an integral part of these financial statements. 80 | Annual Report Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 PRINCIPAL FRANKLIN LIMITED MATURITY U.S. GOVERNMENT SECURITIES FUND AMOUNT VALUE --------------------------------------------------------- ----------- ----------- MORTGAGE-BACKED SECURITIES 37.5% (a) FEDERAL HOME LOAN MORTGAGE CORP. (FHLMC) ADJUSTABLE RATE 1.1% FHLMC, 4.225%, 12/01/34 ........................................................ $ 1,153,311 $ 1,149,989 FHLMC, 4.441%, 9/01/33 ......................................................... 273,919 275,089 FHLMC, 4.734%, 8/01/34 ......................................................... 1,234,498 1,232,820 FHLMC, 6.376%, 12/01/33 ........................................................ 977,347 995,754 ----------- 3,653,652 ----------- FEDERAL HOME LOAN MORTGAGE CORP. (FHLMC) FIXED RATE 11.7% FHLMC Gold 15 Year, 5.00%, 10/01/17 - 7/01/23 .................................. 6,202,490 6,063,218 FHLMC Gold 15 Year, 5.00%, 6/01/23 ............................................. 6,684,499 6,531,397 FHLMC Gold 15 Year, 5.50%, 8/01/22 - 5/01/23 ................................... 38,206 46,035 FHLMC Gold 15 Year, 6.00%, 10/01/21 ............................................ 3,813,375 3,839,852 FHLMC Gold 15 Year, 6.00%, 10/01/23 ............................................ 19,933,990 20,066,418 FHLMC Gold 15 Year, 7.00%, 12/01/10 - 8/01/13 .................................. 143,113 150,362 FHLMC Gold 30 Year, 8.50%, 12/01/22 - 7/01/31 .................................. 1,495,253 1,605,985 FHLMC Gold 30 Year, 9.50%, 3/01/21 ............................................. 33,340 35,086 ----------- 38,338,353 ----------- (a) FEDERAL NATIONAL MORTGAGE ASSOCIATION (FNMA) ADJUSTABLE RATE 14.7% FNMA, 3.432%, 4/01/34 .......................................................... 589,436 600,686 FNMA, 3.895%, 4/01/35 .......................................................... 130,272 132,176 FNMA, 3.93%, 3/01/33 ........................................................... 271,429 272,492 FNMA, 3.948%, 9/01/34 .......................................................... 645,408 642,653 FNMA, 4.104%, 8/01/33 .......................................................... 650,431 647,432 FNMA, 4.167%, 6/01/34 .......................................................... 1,230,469 1,235,451 FNMA, 4.177%, 8/01/34 .......................................................... 1,251,752 1,253,629 FNMA, 4.198%, 5/01/34 .......................................................... 1,176,796 1,184,526 FNMA, 4.286%, 12/01/33 ......................................................... 545,098 541,436 FNMA, 4.297%, 9/01/33 .......................................................... 3,717,055 3,643,927 FNMA, 4.398%, 2/01/34 .......................................................... 1,967,515 1,958,372 FNMA, 4.44%, 8/01/34 ........................................................... 3,995,209 4,086,110 FNMA, 4.446%, 1/01/35 .......................................................... 11,413,267 11,485,811 FNMA, 4.50%, 10/01/33 .......................................................... 404,706 406,634 FNMA, 4.514%, 6/01/33 .......................................................... 312,521 314,511 FNMA, 4.562%, 7/01/34 .......................................................... 1,993,339 2,037,187 FNMA, 4.699%, 4/01/33 .......................................................... 1,280,071 1,277,478 FNMA, 4.896%, 11/01/32 ......................................................... 3,886,730 3,989,250 FNMA, 4.956%, 3/01/33 .......................................................... 1,354,048 1,365,350 FNMA, 5.04%, 3/01/34 ........................................................... 145,945 146,339 FNMA, 5.249%, 11/01/34 ......................................................... 253,109 256,326 FNMA, 5.408%, 4/01/33 .......................................................... 462,654 466,887 FNMA, 5.718%, 2/01/35 .......................................................... 3,032,031 3,048,228 FNMA, 5.729%, 3/01/35 .......................................................... 2,931,027 2,944,031 FNMA, 5.763%, 1/01/35 .......................................................... 376,855 377,423 FNMA, 5.809%, 11/01/11 ......................................................... 2,458,309 2,512,227 FNMA, 5.988%, 12/01/34 ......................................................... 751,065 763,471 FNMA, 6.061%, 1/01/33 .......................................................... 210,295 210,379 FNMA, 6.174%, 1/01/33 .......................................................... 14,313 14,565 ----------- 47,814,987 ----------- Annual Report | 81 Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) PRINCIPAL FRANKLIN LIMITED MATURITY U.S. GOVERNMENT SECURITIES FUND AMOUNT VALUE --------------------------------------------------------- ------------ ------------ MORTGAGE-BACKED SECURITIES (CONTINUED) FEDERAL NATIONAL MORTGAGE ASSOCIATION (FNMA) FIXED RATE 8.3% FNMA 15 Year, 4.50%, 12/01/18 - 2/01/19 ........................................ $ 582,366 $ 559,427 FNMA 15 Year, 5.00%, 2/01/18 - 5/01/18 ......................................... 2,994,163 2,951,986 FNMA 15 Year, 5.00%, 6/01/23 ................................................... 9,095,505 8,898,550 FNMA 15 Year, 5.50%, 3/01/16 - 11/01/17 ........................................ 2,855,985 2,869,712 FNMA 15 Year, 5.50%, 2/01/21 ................................................... 4,598,504 4,590,253 FNMA 15 Year, 6.00%, 4/01/16 - 5/01/17 ......................................... 2,780,327 2,813,514 FNMA 15 Year, 6.50%, 12/01/08 - 10/01/16 ....................................... 432,958 443,145 FNMA 15 Year, 7.00%, 7/01/12 - 7/01/14 ......................................... 303,790 319,182 FNMA 15 Year, 7.50%, 12/01/14 - 1/01/15 ........................................ 163,187 171,985 FNMA 30 Year, 6.50%, 8/01/38 ................................................... 2,816,114 2,856,332 FNMA 30 Year, 9.00%, 1/01/17 - 12/01/20 ........................................ 161,167 174,342 FNMA 30 Year, 9.50%, 7/01/16 - 6/01/22 ......................................... 278,945 307,721 ------------ 26,956,149 ------------ GOVERNMENT NATIONAL MORTGAGE ASSOCIATION (GNMA) FIXED RATE 1.7% GNMA I SF 15 Year, 6.50%, 10/15/13 - 7/15/14 ................................... 542,753 560,993 GNMA I SF 15 Year, 7.50%, 10/15/14 - 12/15/14 .................................. 183,011 193,536 GNMA I SF 30 Year, 5.50%, 4/15/33 - 5/15/33 .................................... 860,335 846,018 GNMA I SF 30 Year, 6.00%, 3/15/33 .............................................. 213,680 214,357 GNMA I SF 30 Year, 7.50%, 11/15/16 ............................................. 42,878 45,465 GNMA I SF 30 Year, 8.00%, 11/15/16 ............................................. 105,683 113,266 GNMA I SF 30 Year, 8.50%, 9/15/09 - 1/15/17 .................................... 51,609 55,600 GNMA I SF 30 Year, 9.00%, 6/15/16 - 9/15/17 .................................... 471,682 512,764 GNMA II SF 30 Year, 5.00%, 6/20/38 ............................................. 2,503,756 2,382,381 GNMA II SF 30 Year, 7.50%, 10/20/29 - 10/20/31 ................................. 547,700 575,109 GNMA II SF 30 Year, 9.00%, 8/20/16 - 11/20/16 .................................. 72,368 78,356 GNMA II SF 30 Year, 9.50%, 6/20/16 ............................................. 66,680 72,655 ------------ 5,650,500 ------------ TOTAL MORTGAGE-BACKED SECURITIES (COST $123,408,309) ........................... 122,413,641 ------------ U.S. GOVERNMENT AND AGENCY SECURITIES 55.3% FHLB, 4.625%, 11/21/08 ............................................................ 10,000,000 10,010,790 4.75%, 4/24/09 .............................................................. 2,000,000 2,021,262 4.875%, 11/18/11 ............................................................ 2,000,000 2,078,912 5.75%, 5/15/12 .............................................................. 2,000,000 2,102,214 FHLMC, 4.75%, 1/18/11 .............................................................. 11,000,000 11,406,329 3.875%, 6/29/11 ............................................................. 7,000,000 7,134,659 5.25%, 7/18/11 .............................................................. 16,000,000 16,837,072 5.50%, 9/15/11 .............................................................. 14,000,000 14,888,846 5.75%, 1/15/12 .............................................................. 2,000,000 2,130,308 5.50%, 8/20/12 .............................................................. 6,000,000 6,341,010 4.125%, 12/21/12 ............................................................ 4,000,000 4,006,356 4.50%, 1/15/13 .............................................................. 8,300,000 8,420,059 3.50%, 5/29/13 .............................................................. 4,200,000 4,088,204 3.75%, 6/28/13 .............................................................. 7,000,000 6,875,253 4.50%, 7/15/13 .............................................................. 3,500,000 3,547,233 4.50%, 1/15/14 .............................................................. 3,000,000 3,031,563 82 | Annual Report Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) PRINCIPAL FRANKLIN LIMITED MATURITY U.S. GOVERNMENT SECURITIES FUND AMOUNT VALUE --------------------------------------------------------- ------------ ------------ U.S. GOVERNMENT AND AGENCY SECURITIES (CONTINUED) FHLMC, (continued) 4.50%, 1/15/15 .............................................................. $ 8,000,000 $ 7,982,928 senior note, 4.75%, 3/5/12 .................................................. 10,000,000 10,339,780 senior note, 4.375%, 7/17/15 ................................................ 4,000,000 3,932,712 FNMA, 2.875%, 10/12/10 ............................................................ 5,000,000 4,987,310 5.125%, 4/15/11 ............................................................. 9,000,000 9,365,328 6.00%, 5/15/11 .............................................................. 9,000,000 9,566,838 5.00%, 10/15/11 ............................................................. 3,000,000 3,131,619 5.375%, 11/15/11 ............................................................ 6,300,000 6,650,375 5.00%, 2/16/12 .............................................................. 6,000,000 6,242,484 4.75%, 11/19/12 ............................................................. 4,000,000 4,100,544 4.375%, 3/15/13 ............................................................. 4,000,000 4,044,264 4.625%, 10/15/13 ............................................................ 5,000,000 5,107,105 ------------ TOTAL U.S. GOVERNMENT AND AGENCY SECURITIES (COST $178,602,798) ................ 180,371,357 ------------ TOTAL INVESTMENTS BEFORE SHORT TERM INVESTMENTS (COST $302,011,107) ............ 302,784,998 ------------ SHARES ------------ SHORT TERM INVESTMENTS 3.6% MONEY MARKET FUNDS (COST $6,482,019) 2.0% (b) Franklin Institutional Fiduciary Trust Money Market Portfolio, 1.56% ........... 6,482,019 6,482,019 ------------ PRINCIPAL AMOUNT ------------ REPURCHASE AGREEMENTS (COST $5,306,405) 1.6% (c) Joint Repurchase Agreement, 0.159%, 11/03/08 (Maturity Value $5,306,475) ....... $ 5,306,405 5,306,405 ABN AMRO Bank NV, New York Branch (Maturity Value $661,929) Banc of America Securities LLC (Maturity Value $738,874) Barclays Capital Inc. (Maturity Value $661,929) BNP Paribas Securities Corp. (Maturity Value $738,874) Credit Suisse Securities (USA) LLC (Maturity Value $661,929) Deutsche Bank Securities Inc. (Maturity Value $796,184) Dresdner Kleinwort Securities LLC (Maturity Value $307,882) UBS Securities LLC (Maturity Value $738,874) Collateralized by U.S. Government Agency Securities, 2.22% - 5.00%, 11/21/08 - 5/01/13; (d) U.S. Government Agency Discount Notes, 11/28/08 - 1/30/09; (d) U.S. Treasury Bills, 10/22/09; and U.S. Treasury Notes, 3.50% - 4.75%, 2/28/09 - 11/15/09 ------------ TOTAL INVESTMENTS (COST $313,799,531) 96.4% .................................... 314,573,422 OTHER ASSETS, LESS LIABILITIES 3.6% ............................................ 11,627,758 ------------ NET ASSETS 100.0% .............................................................. $326,201,180 ============ See Selected Portfolio Abbreviations on page 90. (a) The coupon rate shown represents the rate at period end. (b) See Note 7 regarding investments in the Franklin Institutional Fiduciary Trust Money Market Portfolio. The rate shown is the annualized seven-day yield at period end. (c) See Note 1(c) regarding joint repurchase agreement. (d) The security is traded on a discount basis with no stated coupon rate. The accompanying notes are an integral part of these financial statements. Annual Report | 83 Franklin Investors Securities Trust FINANCIAL HIGHLIGHTS FRANKLIN REAL RETURN FUND YEAR ENDED OCTOBER 31, --------------------------------------- CLASS A 2008 2007 2006 2005(a) - ------- -------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ........................ $ 10.64 $ 10.10 $ 9.94 $ 10.00 -------- ------- ------- ------- Income from investment operations(b): Net investment income(c) ............................... 0.48 0.29 0.38 0.31 Net realized and unrealized gains (losses) ............. (0.95) 0.58 0.22 0.04 -------- ------- ------- ------- Total from investment operations .......................... (0.47) 0.87 0.60 0.35 -------- ------- ------- ------- Less distributions from: Net investment income .................................. (0.59) (0.33) (0.44) (0.40) Net realized gains ..................................... (0.03) -- -- -- Tax return of capital .................................. -- -- -- (0.01) -------- ------- ------- ------- Total distributions ....................................... (0.62) (0.33) (0.44) (0.41) -------- ------- ------- ------- Redemption fees(d, e) ..................................... -- -- -- -- -------- ------- ------- ------- Net asset value, end of year .............................. $ 9.55 $ 10.64 $ 10.10 $ 9.94 ======== ======= ======== ======= Total return(f) ........................................... (4.93)% 8.75% 6.16% 3.53% RATIOS TO AVERAGE NET ASSETS(g) Expenses before waiver and payments by affiliates ......... 1.08% 1.11% 1.12% 1.63% Expenses net of waiver and payments by affiliates and expense reduction(h) ................................... 0.90% 0.90% 0.90% 0.90% Net investment income ..................................... 4.48% 2.80% 3.75% 3.29% SUPPLEMENTAL DATA Net assets, end of year (000's) ........................... $285,467 $46,682 $31,452 $23,753 Portfolio turnover rate ................................... 28.06% 23.60% 3.53% 8.86% (a) For the period November 17, 2004 (commencement of operations) to October 31, 2005. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (g) Ratios are annualized for periods less than one year. (h) Benefit of expense reduction rounds to less than 0.01%. The accompanying notes are an integral part of these financial statements. 84 | Annual Report Franklin Investors Securities Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN REAL RETURN FUND YEAR ENDED OCTOBER 31, --------------------------------------- ADVISOR CLASS 2008 2007 2006 2005(a) - ------------- -------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ........................ $ 10.65 $ 10.11 $ 9.95 $ 10.00 -------- ------- ------- ------- Income from investment operations(b): Net investment income(c) ............................... 0.52 0.31 0.40 0.36 Net realized and unrealized gains (losses) ............. (0.96) 0.59 0.23 0.02 -------- ------- ------- ------- Total from investment operations .......................... (0.44) 0.90 0.63 0.38 -------- ------- ------- ------- Less distributions from: Net investment income .................................. (0.61) (0.36) (0.47) (0.42) Net realized gains ..................................... (0.03) -- -- -- Tax return of capital .................................. -- -- -- (0.01) -------- ------- ------- ------- Total distributions ....................................... (0.64) (0.36) (0.47) (0.43) -------- ------- ------- ------- Redemption fees(d, e) ..................................... -- -- -- -- -------- ------- ------- ------- Net asset value, end of year .............................. $ 9.57 $ 10.65 $ 10.11 $ 9.95 ======== ======= ======== ======= Total return(f) ........................................... (4.63)% 9.01% 6.41% 3.81% RATIOS TO AVERAGE NET ASSETS(g) Expenses before waiver and payments by affiliates ......... 0.83% 0.86% 0.87% 1.38% Expenses net of waiver and payments by affiliates and expense reduction(h) ................................... 0.65% 0.65% 0.65% 0.65% Net investment income ..................................... 4.73% 3.05% 4.00% 3.54% SUPPLEMENTAL DATA Net assets, end of year (000's) ........................... $ 14,681 $20,068 $17,892 $ 496 Portfolio turnover rate ................................... 28.06% 23.60% 3.53% 8.86% (a) For the period November 17, 2004 (commencement of operations) to October 31, 2005. (b) The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (c) Based on average daily shares outstanding. (d) Amount rounds to less than $0.01 per share. (e) Effective September 1, 2008, the redemption fee was eliminated. (f) Total return is not annualized for periods less than one year. (g) Ratios are annualized for periods less than one year. (h) Benefit of expense reduction rounds to less than 0.01%. The accompanying notes are an integral part of these financial statements. Annual Report | 85 Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 COUNTRY/ FRANKLIN REAL RETURN FUND ORGANIZATION SHARES VALUE ------------------------- ------------- ----------- ----------- COMMON STOCKS 4.3% ENERGY 2.7% Devon Energy Corp. ....................................................... United States 10,300 $ 832,858 Exxon Mobil Corp. ........................................................ United States 10,300 763,436 Marathon Oil Corp. ....................................................... United States 17,300 503,430 (a) Nabors Industries Ltd. ................................................... Bermuda 9,800 140,924 Noble Corp. .............................................................. United States 9,800 315,658 Occidental Petroleum Corp. ............................................... United States 10,500 583,170 Peabody Energy Corp. ..................................................... United States 14,600 503,846 Schlumberger Ltd. ........................................................ United States 17,100 883,215 (a) Southwestern Energy Co. .................................................. United States 34,600 1,232,452 (a) Transocean Inc. .......................................................... United States 6,319 520,243 Valero Energy Corp. ...................................................... United States 9,300 191,394 (a) Weatherford International Ltd. ........................................... United States 21,600 364,608 XTO Energy Inc. .......................................................... United States 35,000 1,258,250 ----------- 8,093,484 ----------- MATERIALS 0.7% Alcoa Inc. ............................................................... United States 25,700 295,807 Barrick Gold Corp. ....................................................... Canada 47,900 1,088,288 Freeport-McMoRan Copper & Gold Inc., B ................................... United States 19,173 557,935 United States Steel Corp. ................................................ United States 6,100 224,968 ----------- 2,166,998 ----------- REAL ESTATE 0.9% AvalonBay Communities Inc. ............................................... United States 2,300 163,346 Boston Properties Inc. ................................................... United States 4,800 340,224 Kimco Realty Corp. ....................................................... United States 11,700 264,186 LaSalle Hotel Properties ................................................. United States 11,600 163,328 ProLogis ................................................................. United States 9,089 127,246 Public Storage ........................................................... United States 5,600 456,400 Regency Centers Corp. .................................................... United States 6,400 252,544 Simon Property Group Inc. ................................................ United States 4,800 321,744 UDR Inc. ................................................................. United States 9,100 179,816 Vornado Realty Trust ..................................................... United States 4,600 324,530 ----------- 2,593,364 ----------- TOTAL COMMON STOCKS (COST $18,457,006) ................................... 12,853,846 ----------- PRINCIPAL AMOUNT(b) ----------- CORPORATE BONDS 5.7% AUTOMOBILES & COMPONENTS 0.2% Ford Motor Credit Co. LLC, senior note, 9.875%, 8/10/11 .................. United States 800,000 504,562 ----------- BANKS 1.5% Oesterreichische Kontrollbank AG, senior bond, 2.75%, 6/14/11 ............ Austria 5,120,000 CHF 4,453,349 ----------- CAPITAL GOODS 0.1% RBS Global & Rexnord Corp., senior note, 9.50%, 8/01/14 .................. United States 500,000 347,500 ----------- COMMERCIAL & PROFESSIONAL SERVICES 0.1% (c) ARAMARK Corp., senior note, FRN, 6.301%, 2/01/15 ......................... United States 500,000 360,000 ----------- 86 | Annual Report Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) COUNTRY/ PRINCIPAL FRANKLIN REAL RETURN FUND ORGANIZATION AMOUNT(b) VALUE ------------------------- -------------- --------- ---------- CORPORATE BONDS (CONTINUED) CONSUMER DURABLES & APPAREL 0.1% Jarden Corp., senior sub. note, 7.50%, 5/01/17 ........................... United States 500,000 $ 375,000 ---------- CONSUMER SERVICES 0.4% MGM MIRAGE, senior note, 6.625%, 7/15/15 ................................. United States 800,000 472,000 Royal Caribbean Cruises Ltd., senior deb., 7.25%, 3/15/18 ................ United States 800,000 516,000 Station Casinos Inc., senior note, 7.75%, 8/15/16 ........................ United States 400,000 136,000 ---------- 1,124,000 ---------- DIVERSIFIED FINANCIALS 0.2% GMAC LLC, 6.875%, 9/15/11 ................................................ United States 800,000 468,966 ---------- ENERGY 0.6% Chesapeake Energy Corp., senior note, 6.625%, 1/15/16 ....................................................... United States 750,000 589,687 6.25%, 1/15/18 ........................................................ United States 50,000 35,750 (d) Petroplus Finance Ltd., senior note, 144A, 6.75%, 5/01/14 ................ Switzerland 800,000 540,000 Tesoro Corp., senior note, 6.25%, 11/01/12 ............................... United States 800,000 616,000 ---------- 1,781,437 ---------- FOOD, BEVERAGE & TOBACCO 0.2% Reynolds American Inc., senior secured note, 7.25%, 6/01/13 .............. United States 400,000 350,471 Smithfield Foods Inc., senior note, 8.00%, 10/15/09 ....................................................... United States 50,000 45,000 7.75%, 7/01/17 ........................................................ United States 350,000 222,250 ---------- 617,721 ---------- HEALTH CARE EQUIPMENT & SERVICES 0.3% DaVita Inc., senior sub. note, 7.25%, 3/15/15 ............................ United States 400,000 344,000 HCA Inc., senior secured note, 9.125%, 11/15/14 .......................... United States 800,000 690,000 ---------- 1,034,000 ---------- MATERIALS 0.7% Crown Americas Inc., senior note, 7.75%, 11/15/15 ........................ United States 500,000 438,750 Freeport-McMoRan Copper & Gold Inc., senior note, 8.25%, 4/01/15 ......... United States 700,000 560,648 (d) Ineos Group Holdings PLC, senior secured note, 144A, 8.50%, 2/15/16 ...... United Kingdom 500,000 187,500 Nalco Co., senior sub. note, 8.875%, 11/15/13 ............................ United States 600,000 519,000 Novelis Inc., senior note, 7.25%, 2/15/15 ................................ Canada 500,000 337,500 ---------- 2,043,398 ---------- MEDIA 0.7% (d) Charter Communications Operating LLC, senior note, 144A, 8.375%, 4/30/14 ............................................................... United States 700,000 511,000 Dex Media West Finance, senior sub. note, 9.875%, 8/15/13 ................ United States 350,000 132,125 (d) DIRECTV Holdings LLC, senior note, 144A, 7.625%, 5/15/16 ................. United States 600,000 507,000 Lamar Media Corp., senior sub. note, 7.25%, 1/01/13 ...................... United States 600,000 474,000 Liberty Media Corp., senior note, 5.70%, 5/15/13 ......................... United States 600,000 420,409 R.H. Donnelley Corp., senior note, A-3, 8.875%, 1/15/16 .................. United States 50,000 10,750 ---------- 2,055,284 ---------- Annual Report | 87 Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) COUNTRY/ PRINCIPAL FRANKLIN REAL RETURN FUND ORGANIZATION AMOUNT(b) VALUE ------------------------- -------------- ----------- ------------ CORPORATE BONDS (CONTINUED) SOFTWARE & SERVICES 0.2% Sungard Data Systems Inc., 4.875%, 1/15/14 ............................... United States 600,000 $ 465,000 ------------ TECHNOLOGY HARDWARE & EQUIPMENT 0.1% (c,d) Sanmina-SCI Corp., senior note, 144A, FRN, 5.569%, 6/15/14 ............... United States 400,000 310,000 ------------ TELECOMMUNICATION SERVICES 0.1% (d) Wind Acquisition Finance SA, senior note, 144A, 10.75%, 12/01/15 ......... Italy 500,000 387,500 ------------ UTILITIES 0.2% NRG Energy Inc., senior note, 7.25%, 2/01/14 ............................. United States 700,000 614,250 ------------ TOTAL CORPORATE BONDS (COST $21,164,546) ................................. 16,941,967 ------------ FOREIGN GOVERNMENT AND AGENCY SECURITIES 10.4% (c) European Investment Bank, senior note, FRN, 0.685%, 9/21/11 .............. Supranational(e) 233,000,000 JPY 2,365,702 Government of Malaysia, 4.305%, 2/27/09 .................................................... Malaysia 380,000 MYR 107,215 4.032%, 9/15/09 .................................................... Malaysia 70,000 MYR 19,760 3.869%, 4/13/10 .................................................... Malaysia 13,408,000 MYR 3,778,571 3.756%, 4/28/11 .................................................... Malaysia 8,560,000 MYR 2,401,186 3.833%, 9/28/11 .................................................... Malaysia 27,660,000 MYR 7,763,362 3.702%, 2/25/13 .................................................... Malaysia 1,840,000 MYR 511,075 3.461%, 7/31/13 .................................................... Malaysia 150,000 MYR 41,113 3.814%, 2/15/17 .................................................... Malaysia 6,100,000 MYR 1,642,731 Government of Singapore, 2.625%, 4/01/10 ................................. Singapore 5,845,000 SGD 4,018,452 Government of Sweden, 5.00%, 1/28/09 ..................................................... Sweden 33,400,000 SEK 4,320,034 4.00%, 12/01/09 .................................................... Sweden 1,920,000 SEK 250,755 (c) KfW Bankengruppe, FRN, 0.688%, 8/08/11 ................................... Germany 37,000,000 JPY 372,874 (f) Nota Do Tesouro Nacional, Index Linked, 6.00%, 5/15/15 ............................................................ Brazil 3,500(g) BRL 2,325,921 5/15/45 ............................................................ Brazil 1,680(g) BRL 1,015,188 Queensland Treasury Corp., 6.00%, 7/14/09 ................................ Australia 410,000 AUD 274,278 ------------ TOTAL FOREIGN GOVERNMENT AND AGENCY SECURITIES (COST $35,320,397) ........ 31,208,217 ------------ U.S. GOVERNMENT AND AGENCY SECURITIES 67.9% (h) U.S. Treasury Bond, Index Linked, 3.875%, 4/15/29 ........................ United States 399,860 430,100 (h) U.S. Treasury Note, Index Linked, 0.875%, 4/15/10 .................................................... United States 46,090,941 43,339,912 3.50%, 1/15/11 ..................................................... United States 629,475 615,067 2.375%, 4/15/11 .................................................... United States 58,287,220 55,281,814 2.00%, 4/15/12 ..................................................... United States 44,163,778 41,665,787 3.00%, 7/15/12 ..................................................... United States 9,749,247 9,511,619 2.00%, 1/15/14 ..................................................... United States 23,954,153 21,940,519 2.00%, 7/15/14 ..................................................... United States 1,162,430 1,060,445 1.625%, 1/15/15 .................................................... United States 10,901,486 9,543,063 2.00%, 1/15/16 ..................................................... United States 23,183,497 20,459,460 ------------ TOTAL U.S. GOVERNMENT AND AGENCY SECURITIES (COST $225,281,996) .......... 203,847,786 ------------ TOTAL INVESTMENTS BEFORE SHORT TERM INVESTMENTS (COST $300,223,945) ...... 264,851,816 ------------ 88 | Annual Report Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) COUNTRY/ PRINCIPAL FRANKLIN REAL RETURN FUND ORGANIZATION AMOUNT(b) VALUE ------------------------- ------------- ---------- ------------ SHORT TERM INVESTMENTS 8.3% FOREIGN GOVERNMENT AND AGENCY SECURITIES 3.1% (i) Egypt Treasury Bills, 12/16/08 - 3/17/09 ................................................. Egypt 8,550,000 EGP 1,490,834 7/14/09 ............................................................ Egypt 27,000,000 EGP 4,455,987 8/18/09 ............................................................ Egypt 21,600,000 EGP 3,526,910 ------------ TOTAL FOREIGN GOVERNMENT AND AGENCY SECURITIES (COST $9,917,636) ......... 9,473,731 ------------ TOTAL INVESTMENTS BEFORE REPURCHASE AGREEMENTS (COST $310,141,581) ....... 274,325,547 ------------ REPURCHASE AGREEMENTS (COST $15,551,056) 5.2% (j) Joint Repurchase Agreement, 0.159%, 11/03/08 ............................. 15,551,056 15,551,056 (Maturity Value $15,551,261) ABN AMRO Bank NV, New York Branch (Maturity Value $1,939,864) Banc of America Securities LLC (Maturity Value $2,165,358) Barclays Capital Inc. (Maturity Value $1,939,864) BNP Paribas Securities Corp. (Maturity Value $2,165,358) Credit Suisse Securities (USA) LLC (Maturity Value $1,939,864) Deutsche Bank Securities Inc. (Maturity Value $2,333,311) Dresdner Kleinwort Securities LLC (Maturity Value $902,284) UBS Securities LLC (Maturity Value $2,165,358) Collateralized by U.S. Government Agency Securities, 2.22% - 5.00%, 11/21/08 - 5/01/13; (l) U.S. Government Agency Discount Notes, 11/28/08 - 1/30/09; (l) U.S. Treasury Bills, 10/22/09; and U.S. Treasury Notes, 3.50% - 4.75%, 2/28/09 - 11/15/09 ------------ TOTAL INVESTMENTS (COST $325,692,637) 96.6% .............................. 289,876,603 NET UNREALIZED DEPRECIATION ON FORWARD EXCHANGE CONTRACTS 0.0%(k) ........ (15,788) OTHER ASSETS, LESS LIABILITIES 3.4% ...................................... 10,287,005 ------------ NET ASSETS 100.0% ........................................................ $300,147,820 ============ See Currency and Selected Portfolio Abbreviations on page 90. (a) Non-income producing for the twelve months ended October 31, 2008. (b) The principal amount is stated in U.S. dollars unless otherwise indicated. (c) The coupon rate shown represents the rate at period end. (d) Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and may be sold in transactions exempt from registration only to qualified institutional buyers or in a public offering registered under the Securities Act of 1933. These securities have been deemed liquid under guidelines approved by the Trust's Board of Trustees. At October 31, 2008, the aggregate value of these securities was $2,443,000, representing 0.81% of net assets. (e) A supranational organization is an entity formed by two or more central governments through international treaties. (f) Redemption price at maturity is adjusted for inflation. See Note 1(h). (g) Principal amount is stated in 1,000 Brazilian Real Units. (h) Principal amount of security is adjusted for inflation. See Note 1(h). (i) The security is traded on a discount basis with no stated coupon rate. (j) See Note 1(c) regarding joint repurchase agreement. (k) Rounds to less than 0.1% of net assets. The accompanying notes are an integral part of these financial statements. Annual Report | 89 Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 CURRENCY ABBREVIATIONS: AUD - Australian Dollar BRL - Brazilian Real CHF - Swiss Franc EGP - Egyptian Pound JPY - Japanese Yen MYR - Malaysian Ringgit SEK - Swedish Krona SGD - Singapore Dollar SELECTED PORTFOLIO ABBREVIATIONS: ADR - American Depository Receipt FHLB - Federal Home Loan Bank FRN - Floating Rate Note SF - Single Family The accompanying notes are an integral part of these financial statements. 90 | Annual Report Franklin Investors Securities Trust FINANCIAL STATEMENTS STATEMENTS OF ASSETS AND LIABILITIES October 31, 2008 FRANKLIN FRANKLIN CONVERTIBLE FRANKLIN EQUITY BALANCED FUND SECURITIES FUND INCOME FUND ------------- -------------------- --------------- Assets: Investments in securities: Cost - Unaffiliated issuers ....................................... $ 62,377,457 $ 806,967,849 $ 697,393,315 Cost - Sweep Money Fund (Note 7) .................................. 3,585,681 14,651,385 28,233,515 Cost - Repurchase agreements ...................................... -- -- 13,251,120 ------------ ------------- ------------- Total cost of investments ......................................... $ 65,963,138 $ 821,619,234 $ 738,877,950 ============ ============= ============= Value - Unaffiliated issuers ...................................... $ 42,968,566 $ 514,856,269 $ 528,331,714 Value - Sweep Money Fund (Note 7) ................................. 3,585,681 14,651,385 28,233,515 Value - Repurchase agreements ..................................... -- -- 13,251,120 ------------ ------------- ------------- Total value of investments ........................................ 46,554,247 529,507,654 569,816,349 Receivables: Investment securities sold ........................................ 127,086 -- 3,935,164 Capital shares sold ............................................... 248,268 2,962,481 681,830 Dividends and interest ............................................ 556,607 5,011,773 1,861,184 Affiliates ........................................................ 4,200 -- -- ------------ ------------- ------------- Total assets ................................................... 47,490,408 537,481,908 576,294,527 ------------ ------------- ------------- Liabilities: Payables: Investment securities purchased ................................... -- -- 4,405,224 Capital shares redeemed ........................................... 86,116 2,199,103 1,849,321 Affiliates ........................................................ -- 459,046 477,202 Loss contingency (Note 12) ........................................... 96,432 -- -- Options written, at value (premiums received $14,605, $-- and $--) ... 12,700 -- -- Accrued expenses and other liabilities ............................... 14,292 157,193 213,303 ------------ ------------- ------------- Total liabilities .............................................. 209,540 2,815,342 6,945,050 ------------ ------------- ------------- Net assets, at value ........................................ $ 47,280,868 $ 534,666,566 $ 569,349,477 ============ ============= ============= Net assets consist of: Paid-in capital ...................................................... $ 70,580,161 $ 862,290,651 $ 782,105,384 Undistributed net investment income (distributions in excess of net investment income) ................................................ 182,591 (32,947,401) 2,667,207 Net unrealized appreciation (depreciation) ........................... (19,503,846) (292,111,580) (169,074,998) Accumulated net realized gain (loss) ................................. (3,978,038) (2,565,104) (46,348,116) ------------ ------------- ------------- Net assets, at value ........................................ $ 47,280,868 $ 534,666,566 $ 569,349,477 ============ ============= ============= The accompanying notes are an integral part of these financial statements. Annual Report | 91 Franklin Investors Securities Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED) October 31, 2008 FRANKLIN FRANKLIN CONVERTIBLE FRANKLIN EQUITY BALANCED FUND SECURITIES FUND INCOME FUND ------------- -------------------- --------------- CLASS A: Net assets, at value ................................................. $39,061,396 $396,201,376 $465,026,785 ----------- ------------ ------------ Shares outstanding ................................................... 5,582,242 41,790,686 36,104,735 ----------- ------------ ------------ Net asset value per share(a) ......................................... $ 7.00 $ 9.48 $ 12.88 ----------- ------------ ------------ Maximum offering price per share (net asset value per share / 94.25%) ............................................... $ 7.43 $ 10.06 $ 13.67 ----------- ------------ ------------ CLASS B: Net assets, at value ................................................. -- -- $ 20,559,408 ----------- ------------ ------------ Shares outstanding ................................................... -- -- 1,603,759 ----------- ------------ ------------ Net asset value and maximum offering price per share(a) .............. -- -- $ 12.82 ----------- ------------ ------------ CLASS C: Net assets, at value ................................................. $ 7,136,060 $138,147,670 $ 78,394,277 ----------- ------------ ------------ Shares outstanding ................................................... 1,025,575 14,716,809 6,112,011 ----------- ------------ ------------ Net asset value and maximum offering price per share(a) .............. $ 6.96 $ 9.39 $ 12.83 ----------- ------------ ------------ CLASS R: Net assets, at value ................................................. $ 11,900 -- $ 4,689,873 ----------- ------------ ------------ Shares outstanding ................................................... 1,699 -- 363,978 ----------- ------------ ------------ Net asset value and maximum offering price per share ................. $ 7.00 -- $ 12.89 ----------- ------------ ------------ ADVISOR CLASS: Net assets, at value ................................................. $ 1,071,512 $ 317,520 $ 679,134 ----------- ------------ ------------ Shares outstanding ................................................... 152,929 33,491 52,718 ----------- ------------ ------------ Net asset value and maximum offering price per share ................. $ 7.01 $ 9.48 $ 12.88 ----------- ------------ ------------ (a) Redemption price is equal to net asset value less contingent deferred sales charge, if applicable. The accompanying notes are an integral part of these financial statements. 92 | Annual Report Franklin Investors Securities Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED) October 31, 2008 FRANKLIN LIMITED MATURITY U.S. GOVERNMENT FRANKLIN REAL SECURITIES FUND RETURN FUND ---------------- ------------- Assets: Investments in securities: Cost - Unaffiliated issuers ....................................... $302,011,107 $310,141,581 Cost - Sweep Money Fund (Note 7) .................................. 6,482,019 -- Cost - Repurchase agreements ...................................... 5,306,405 15,551,056 ------------ ------------ Total cost of investments ......................................... $313,799,531 $325,692,637 ------------ ------------ Value - Unaffiliated issuers ...................................... $302,784,998 $274,325,547 Value - Sweep Money Fund (Note 7) ................................. 6,482,019 -- Value - Repurchase agreements ..................................... 5,306,405 15,551,056 ------------ ------------ Total value of investments ........................................ 314,573,422 289,876,603 Cash ................................................................. -- 9,593,166 Receivables: Investment securities sold ........................................ 9,013,012 1,266,569 Capital shares sold ............................................... 1,747,859 1,386,588 Dividends and interest ............................................ 2,864,416 1,351,343 ------------ ------------ Total assets .................................................. 328,198,709 303,474,269 ------------ ------------ Liabilities: Payables: Capital shares redeemed ........................................... 1,546,506 3,147,959 Affiliates ........................................................ 189,961 126,679 Distributions to shareholders ..................................... 224,121 -- Unrealized depreciation on forward exchange contracts ............. -- 15,788 Accrued expenses and other liabilities ............................... 36,941 36,023 ------------ ------------ Total liabilities .............................................. 1,997,529 3,326,449 ------------ ------------ Net assets, at value ........................................ $326,201,180 $300,147,820 ============ ============ Net assets consist of: Paid-in capital ...................................................... $339,893,618 $339,701,158 Distributions in excess of net investment income ..................... (383,381) (1,615,214) Net unrealized appreciation (depreciation) ........................... 773,891 (35,898,444) Accumulated net realized gain (loss) ................................. (14,082,948) (2,039,680) ------------ ------------ Net assets, at value ........................................ $326,201,180 $300,147,820 ============ ============ The accompanying notes are an integral part of these financial statements. Annual Report | 93 Franklin Investors Securities Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED) October 31, 2008 FRANKLIN LIMITED MATURITY U.S. GOVERNMENT FRANKLIN REAL SECURITIES FUND RETURN FUND ---------------- ------------- CLASS A: Net assets, at value ................................................. $298,467,513 $285,467,299 ------------ ------------ Shares outstanding ................................................... 29,698,755 29,896,770 ------------ ------------ Net asset value per share(a) ......................................... $ 10.05 $ 9.55 ------------ ------------ Maximum offering price per share (net asset value per share / 97.75% and 95.75%, respectively) ......................................... $ 10.28 $ 9.97 ------------ ------------ ADVISOR CLASS: Net assets, at value ................................................. $ 27,733,667 $ 14,680,521 ------------ ------------ Shares outstanding ................................................... 2,762,198 1,534,757 ------------ ------------ Net asset value and maximum offering price per share ................. $ 10.04 $ 9.57 ------------ ------------ (a) Redemption price is equal to net asset value less contingent deferred sales charge, if applicable. The accompanying notes are an integral part of these financial statements. 94 | Annual Report Franklin Investors Securities Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF OPERATIONS for the year ended October 31, 2008 FRANKLIN FRANKLIN CONVERTIBLE FRANKLIN BALANCED SECURITIES EQUITY FUND FUND INCOME FUND ------------ ------------- ------------- Investment income: Dividends: Unaffiliated issuers ............................................. $ 1,194,091 $ 18,609,518 $ 29,527,353 Sweep Money Fund (Note 7) ........................................ 97,819 497,531 775,327 Interest ............................................................ 1,464,948 14,341,210 509,999 Income from securities loaned ....................................... -- -- 32,955 ------------ ------------- ------------- Total investment income ....................................... 2,756,858 33,448,259 30,845,634 ------------ ------------- ------------- Expenses: Management fees (Note 3a) ........................................... 263,946 4,058,488 3,967,713 Administrative fees (Note 3b) ....................................... 110,164 -- -- Distribution fees: (Note 3c) Class A .......................................................... 137,812 1,576,651 1,710,141 Class B .......................................................... -- -- 339,082 Class C .......................................................... 75,854 2,332,626 1,250,300 Class R .......................................................... 83 -- 41,084 Transfer agent fees (Note 3e) ....................................... 57,798 1,151,585 1,604,619 Custodian fees (Note 4) ............................................. 1,704 32,832 22,299 Reports to shareholders ............................................. 11,748 146,975 185,165 Registration and filing fees ........................................ 78,473 96,308 119,321 Professional fees ................................................... 32,209 42,007 38,913 Trustees' fees and expenses ......................................... 1,594 31,565 30,474 Other ............................................................... 14,717 36,568 33,222 ------------ ------------- ------------- Total expenses ................................................ 786,102 9,505,605 9,342,333 Expense reductions (Note 4) ................................... -- (2,735) (5,346) Expenses waived/paid by affiliates (Note 3f) .................. (180,777) -- -- ------------ ------------- ------------- Net expenses ............................................... 605,325 9,502,870 9,336,987 ------------ ------------- ------------- Net investment income ................................... 2,151,533 23,945,389 21,508,647 ------------ ------------- ------------- Realized and unrealized gains (losses): Net realized gain (loss) from: Investments ...................................................... (4,522,035) 10,914,998 (45,864,623) Written options (Note 1e) ........................................ 551,092 -- -- Foreign currency transactions .................................... 17,772 -- 5,423 Net increase from payments by affiliate (Note 10) ................ 47,078 -- -- ------------ ------------- ------------- Net realized gain (loss) ................................ (3,906,093) 10,914,998 (45,859,200) ------------ ------------- ------------- Net change in unrealized appreciation (depreciation) on: Investments ...................................................... (20,845,307) (416,542,531) (354,318,290) Translation of other assets and liabilities denominated in foreign currencies .................................................... (1,420) -- (13,397) ------------ ------------- ------------- Net change in unrealized appreciation (depreciation) .... (20,846,727) (416,542,531) (354,331,687) ------------ ------------- ------------- Net realized and unrealized gain (loss) ................................ (24,752,820) (405,627,533) (400,190,887) ------------ ------------- ------------- Net increase (decrease) in net assets resulting from operations ........ $(22,601,287) $(381,682,144) $(378,682,240) ============ ============= ============= The accompanying notes are an integral part of these financial statements. Annual Report | 95 Franklin Investors Securities Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF OPERATIONS (CONTINUED) for the year ended October 31, 2008 FRANKLIN LIMITED MATURITY U.S. GOVERNMENT FRANKLIN REAL SECURITIES FUND RETURN FUND ---------------- ------------- Investment income: Dividends: Unaffiliated issuers ............................................. $ -- $ 210,745 Sweep Money Fund (Note 7) ........................................ 132,724 -- Interest ............................................................ 10,963,808 10,795,431 ----------- ------------ Total investment income ....................................... 11,096,532 11,006,176 ----------- ------------ Expenses: Management fees (Note 3a) ........................................... 1,353,998 866,346 Administrative fees (Note 3b) ....................................... -- 407,692 Distribution fees - Class A (Note 3c) ............................... 222,177 447,906 Transfer agent fees (Note 3e) ....................................... 372,510 187,202 Custodian fees (Note 4) ............................................. 4,423 19,872 Reports to shareholders ............................................. 31,230 22,432 Registration and filing fees ........................................ 57,560 136,584 Professional fees ................................................... 29,391 30,637 Trustees' fees and expenses ......................................... 7,189 4,038 Other ............................................................... 16,990 20,423 ----------- ------------ Total expenses ................................................ 2,095,468 2,143,132 Expense reductions (Note 4) ................................... (28) (185) Expenses waived/paid by affiliates (Note 3f) .................. -- (362,007) ----------- ------------ Net expenses ............................................... 2,095,440 1,780,940 ----------- ------------ Net investment income ................................... 9,001,092 9,225,236 ----------- ------------ Realized and unrealized gains (losses): Net realized gain (loss) from: Investments ...................................................... 1,409,071 (1,709,118) Foreign currency transactions .................................... -- 444,600 ----------- ------------ Net realized gain (loss) ................................ 1,409,071 (1,264,518) ----------- ------------ Net change in unrealized appreciation (depreciation) on: Investments ...................................................... (808,469) (38,837,322) Translation of other assets and liabilities denominated in foreign currencies .................................................... -- (188,284) ----------- ------------ Net change in unrealized appreciation (depreciation) .... (808,469) (39,025,606) ----------- ------------ Net realized and unrealized gain (loss) ................................ 600,602 (40,290,124) ----------- ------------ Net increase (decrease) in net assets resulting from operations ........ $ 9,601,694 $(31,064,888) =========== ============ The accompanying notes are an integral part of these financial statements. 96 | Annual Report Franklin Investors Securities Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF CHANGES IN NET ASSETS FRANKLIN FRANKLIN BALANCED FUND CONVERTIBLE SECURITIES FUND -------------------------- ------------------------------- YEAR ENDED OCTOBER 31, YEAR ENDED OCTOBER 31, -------------------------- ------------------------------- 2008 2007 2008 2007 ------------ ----------- -------------- -------------- Increase (decrease) in net assets: Operations: Net investment income ................................. $ 2,151,533 $ 877,480 $ 23,945,389 $ 22,205,526 Net realized gain (loss) from investments, written options, foreign currency transactions and net increase from payments by affiliate ........ (3,906,093) 1,084,813 10,914,998 37,836,309 Net change in unrealized appreciation (depreciation) on investments and translation of other assets and liabilities denominated in foreign currencies ...... (20,846,727) 329,158 (416,542,531) 44,502,885 ------------ ----------- -------------- -------------- Net increase (decrease) in net assets resulting from operations .................... (22,601,287) 2,291,451 (381,682,144) 104,544,720 ------------ ----------- -------------- -------------- Distributions to shareholders from: Net investment income: Class A ............................................ (1,920,199) (719,653) (32,900,894) (26,527,413) Class C ............................................ (277,048) (53,488) (10,290,851) (7,845,592) Class R ............................................ (659) (384) -- -- Advisor Class ...................................... (56,388) (22,527) (16,406) -- Net realized gains: Class A ............................................ (886,464) -- (27,669,044) (50,626,878) Class C ............................................ (154,165) -- (10,175,756) (19,206,544) Class R ............................................ (327) -- -- -- Advisor Class ...................................... (25,060) -- -- -- ------------ ----------- -------------- -------------- Total distributions to shareholders ...................... (3,320,310) (796,052) (81,052,951) (104,206,427) ------------ ----------- -------------- -------------- Capital share transactions: (Note 2) Class A ............................................ 25,371,780 16,510,485 (109,381,103) 126,041,888 Class C ............................................ 4,409,838 6,263,137 (44,677,100) 35,323,179 Class R ............................................ 4,379 3,771 -- -- Advisor Class ...................................... 499,046 893,224 499,828 -- ------------ ----------- -------------- -------------- Total capital share transactions ......................... 30,285,043 23,670,617 (153,558,375) 161,365,067 ------------ ----------- -------------- -------------- Redemption fees .......................................... 817 759 4,226 18,999 ------------ ----------- -------------- -------------- Net increase (decrease) in net assets ........... 4,364,263 25,166,775 (616,289,244) 161,722,359 Net assets: Beginning of year ....................................... 42,916,605 17,749,830 1,150,955,810 989,233,451 ------------ ----------- -------------- -------------- End of year ............................................. $ 47,280,868 $42,916,605 $ 534,666,566 $1,150,955,810 ------------ ----------- -------------- -------------- Undistributed net investment income (distributions in excess of net investment income) included in net assets: End of year ........................................... $ 182,591 $ 215,846 $ (32,947,401) $ (24,948,395) ============ =========== ============== ============== The accompanying notes are an integral part of these financial statements. Annual Report | 97 Franklin Investors Securities Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED) FRANKLIN LIMITED MATURITY U.S. GOVERNMENT FRANKLIN EQUITY INCOME FUND SECURITIES FUND ------------------------------- --------------------------- YEAR ENDED OCTOBER 31, YEAR ENDED OCTOBER 31, ------------------------------- --------------------------- 2008 2007 2008 2007 -------------- -------------- ------------ ------------ Increase (decrease) in net assets: Operations: Net investment income .......................... $ 21,508,647 $ 19,742,180 $ 9,001,092 $ 8,179,870 Net realized gain (loss) from investments and foreign currency transactions ........... (45,859,200) 45,870,756 1,409,071 (515,289) Net change in unrealized appreciation (depreciation) on investments and translation of other assets and liabilities denominated in foreign currencies ...................... (354,331,687) 4,832,546 (808,469) 3,080,816 -------------- -------------- ------------ ------------ Net increase (decrease) in net assets resulting from operations ............. (378,682,240) 70,445,482 9,601,694 10,745,397 -------------- -------------- ------------ ------------ Distributions to shareholders from: Net investment income: Class A ..................................... (18,304,971) (15,972,888) (8,996,967) (7,617,448) Class B ..................................... (642,800) (630,546) -- -- Class C ..................................... (2,361,972) (2,189,372) -- -- Class R ..................................... (197,377) (293,600) -- -- Advisor Class ............................... (8,842) -- (1,028,555) (892,979) Net realized gains: Class A ..................................... (36,401,070) (46,881,447) -- -- Class B ..................................... (1,947,071) (3,228,819) -- -- Class C ..................................... (7,038,555) (10,790,372) -- -- Class R ..................................... (515,465) (1,172,131) -- -- -------------- -------------- ------------ ------------ Total distributions to shareholders ............... (67,418,123) (81,159,175) (10,025,522) (8,510,427) -------------- -------------- ------------ ------------ Capital share transactions: (Note 2) Class A ..................................... (31,388,609) 128,326,523 109,805,564 (24,153,550) Class B ..................................... (8,454,274) (4,850,825) -- -- Class C ..................................... (23,079,473) (4,298,881) -- -- Class R ..................................... (4,459,712) (5,292,753) -- -- Advisor Class ............................... 964,294 -- 5,540,153 (374,585) -------------- -------------- ------------ ------------ Total capital share transactions .................. (66,417,774) 113,884,064 115,345,717 (24,528,135) -------------- -------------- ------------ ------------ Redemption fees ................................... 1,299 11,014 14,229 20,529 -------------- -------------- ------------ ------------ Net increase (decrease) in net assets ....... (512,516,838) 103,181,385 114,936,118 (22,272,636) Net assets: Beginning of year ................................. 1,081,866,315 978,684,930 211,265,062 233,537,698 -------------- -------------- ------------ ------------ End of year ....................................... $ 569,349,477 $1,081,866,315 $326,201,180 $211,265,062 ============== ============== ============ ============ Undistributed net investment income (distributions in excess of net investment income) included in net assets: End of year .................................... $ 2,667,207 $ 2,366,375 $ (383,381) $ 2,977 ============== ============== ============ ============ The accompanying notes are an integral part of these financial statements. 98 | Annual Report Franklin Investors Securities Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED) FRANKLIN REAL RETURN FUND -------------------------- YEAR ENDED OCTOBER 31, -------------------------- 2008 2007 ------------ ----------- Increase (decrease) in net assets: Operations: Net investment income ..................................................... $ 9,225,236 $ 1,579,097 Net realized gain (loss) from investments and foreign currency transactions ........................................................... (1,264,518) 1,085,623 Net change in unrealized appreciation (depreciation) on investments and translation of other assets and liabilities denominated in foreign currencies ............................................................. (39,025,606) 2,185,853 ------------ ----------- Net increase (decrease) in net assets resulting from operations ..... (31,064,888) 4,850,573 ------------ ----------- Distributions to shareholders from: Net investment income: Class A ................................................................ (10,236,128) (1,192,254) Advisor Class .......................................................... (1,476,610) (614,695) Net realized gains: Class A ................................................................ (180,301) -- Advisor Class .......................................................... (62,307) -- ------------ ----------- Total distributions to shareholders .......................................... (11,955,346) (1,806,949) ------------ ----------- Capital share transactions: (Note 2) Class A ................................................................ 279,107,734 13,198,443 Advisor Class .......................................................... (2,697,978) 1,164,113 ------------ ----------- Total capital share transactions ............................................. 276,409,756 14,362,556 ------------ ----------- Redemption fees .............................................................. 8,054 104 ------------ ----------- Net increase (decrease) in net assets ............................... 233,397,576 17,406,284 Net assets: Beginning of year ............................................................ 66,750,244 49,343,960 ------------ ----------- End of year .................................................................. $300,147,820 $66,750,244 ============ =========== Undistributed net investment income (distributions in excess of net investment income) included in net assets: End of year .................................................................. $ (1,615,214) $ 115,240 ============ =========== The accompanying notes are an integral part of these financial statements. Annual Report | 99 Franklin Investors Securities Trust NOTES TO FINANCIAL STATEMENTS 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Franklin Investors Securities Trust (Trust) is registered under the Investment Company Act of 1940, as amended, (1940 Act) as an open-end investment company, consisting of nine separate funds. All funds included in this report (Funds) are diversified. The financial statements of the remaining funds in the Trust are presented separately. The classes of shares offered within each of the Funds are indicated below. Effective May 15, 2008, the Franklin Equity Income Fund and the Franklin Convertible Securities Fund began offering a new class of shares, Advisor Class. Each class of shares differs by its initial sales load, contingent deferred sales charges, distribution fees, voting rights on matters affecting a single class and its exchange privilege. CLASS A, CLASS B, CLASS A, CLASS C, CLASS A, CLASS C CLASS C, CLASS R CLASS R & ADVISOR CLASS & ADVISOR CLASS & ADVISOR CLASS CLASS A & ADVISOR CLASS - ----------------------- -------------------- ----------------- ---------------------------------- Franklin Balanced Fund Franklin Convertible Franklin Equity Franklin Limited Maturity Securities Fund Income Fund U.S. Government Securities Fund Franklin Real Return Fund The following summarizes the Funds' significant accounting policies. A. SECURITY VALUATION Securities listed on a securities exchange or on the NASDAQ National Market System are valued at the last quoted sale price or the official closing price of the day, respectively. Over-the-counter securities and listed securities for which there is no reported sale are valued within the range of the most recent quoted bid and ask prices. Securities that trade in multiple markets or on multiple exchanges are valued according to the broadest and most representative market. Investments in open-end mutual funds are valued at the closing net asset value. Corporate debt securities, government securities, mortgage pass-through securities, other mortgage-backed securities, collateralized mortgage obligations and asset-backed 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 may 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, option adjusted spread models, prepayment projections, interest rate spreads and yield curves, to determine current value. Foreign securities are valued as of the close of trading on the foreign stock exchange on which the security is primarily traded, or the NYSE, whichever is earlier. If no sale is reported at that time, the foreign security will be valued within the range of the most recent quoted bid and ask prices. The value is then converted into its U.S. dollar equivalent at the foreign exchange rate in effect at the close of the NYSE on the day that the value of the foreign security is determined. 100 | Annual Report Franklin Investors Securities Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) A. SECURITY VALUATION (CONTINUED) 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. The investment manager monitors price movements following the close of trading in foreign stock markets through a series of country specific market proxies (such as baskets of American Depository Receipts, futures contracts and exchange traded funds). These price movements are measured against established trigger thresholds for each specific market proxy to assist in determining if an event has occurred. If such an event occurs, the securities may be valued using fair value procedures, which may include the use of independent pricing services. All security valuation procedures are approved by the Trust's Board of Trustees. B. FOREIGN CURRENCY TRANSLATION Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the exchange rate of such currencies against U.S. dollars on the date of valuation. Purchases and sales of securities, income and expense items denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date. Occasionally, events may impact the availability or reliability of foreign exchange rates used to convert the U.S. dollar equivalent value. If such an event occurs, the foreign exchange rate will be valued at fair value using procedures established and approved by the Trust's Board of Trustees. The Funds do not separately report the effect of changes in foreign exchange rates from changes in market prices on securities held. Such changes are included in net realized and unrealized gain or loss from investments on the Statement of Operations. Realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the recorded amounts of dividends, interest, and foreign withholding taxes and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in foreign exchange rates on foreign denominated assets and liabilities other than investments in securities held at the end of the reporting period. Annual Report | 101 Franklin Investors Securities Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) C. JOINT REPURCHASE AGREEMENT Certain funds may enter into a joint repurchase agreement whereby their uninvested cash balance is deposited into a joint cash account with other funds managed by the investment manager or an affiliate of the investment manager and is used to invest in one or more repurchase agreements. The value and face amount of the joint repurchase agreement are allocated to the funds based on their pro-rata interest. A repurchase agreement is accounted for as a loan by the fund to the seller, collateralized by securities which are delivered to the fund's custodian. The market value, including accrued interest, of the initial collateralization is required to be at least 102% of the dollar amount invested by the funds, with the value of the underlying securities marked to market daily to maintain coverage of at least 100%. The joint repurchase agreement held by the funds at year end had been entered into on October 31, 2008. The joint repurchase agreement is valued at cost. D. FOREIGN CURRENCY CONTRACTS When the Funds purchase or sell foreign securities they may enter into foreign exchange contracts to minimize foreign exchange risk from the trade date to the settlement date of the transactions. A foreign exchange contract is an agreement between two parties to exchange different currencies at an agreed upon exchange rate at a future date. Realized and unrealized gains and losses on these contracts are included in the Statement of Operations. The Franklin Real Return Fund may also enter into forward exchange contracts to hedge against fluctuations in foreign exchange rates. These contracts are valued daily by the fund and the unrealized gains or losses on the contracts, as measured by the difference between the contractual forward foreign exchange rates and the forward rates at the reporting date, are included in the Statement of Assets and Liabilities. Realized and unrealized gains and losses on these contracts are included in the Statement of Operations. The risks of these contracts include movement in the values of the foreign currencies relative to the U.S. dollar and the possible inability of the counterparties to fulfill their obligations under the contracts, which may be in excess of the amount reflected in the Statement of Assets and Liabilities. E. OPTIONS The Franklin Balanced Fund may purchase or write options. Options are contracts entitling the holder to purchase or sell securities or other financial instruments at a specified price or, in the case of index options, to receive or pay the difference between the index value and the strike price of the index option. Options purchased are recorded as investments; options written (sold) are recorded as liabilities. Upon closing of an option which results in a cash settlement, the difference between the premium (original option value) and the settlement proceeds is realized as a gain or loss. When securities are acquired or delivered upon exercise of an option, the acquisition cost or sale proceeds are adjusted by the amount of the premium. When an option expires, the premium is 102 | Annual Report Franklin Investors Securities Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) E. OPTIONS (CONTINUED) realized as a gain for options written or as a loss for options purchased. The risks include the possibility there may be an illiquid options market or the inability of the counterparties to fulfill their obligations under the contract. Writing options involves, to varying degrees, elements of market risk in excess of the amount recognized in the Statement of Assets and Liabilities. F. SECURITIES LENDING The Franklin Equity Income Fund may loan securities to certain brokers through a securities lending agent for which it receives initial cash collateral against the loaned securities in an amount equal to at least 102% of the market value of the loaned securities. Collateral is maintained over the life of the loan in an amount not less than 100% of the market value of loaned securities, as determined at the close of fund business each day; any additional collateral required due to changes in security values is delivered to the fund on the next business day. The fund receives interest income from the investment of cash collateral, adjusted by lender fees and broker rebates. The fund bears the risk of loss with respect to the investment of the collateral and the securities loaned. The securities lending agent has agreed to indemnify the fund in the case of default of any securities borrower. At October 31, 2008, the fund had no securities on loan. G. 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 taxable 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 October 31, 2008, and have determined that no provision for income tax is required in the Funds' financial statements. H. 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. Dividend income is recorded on the ex-dividend date except that certain dividends from foreign securities are recognized as soon as the Funds are notified of the ex-dividend date. Distributions to shareholders are recorded on the ex-dividend date and 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. Annual Report | 103 Franklin Investors Securities Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) H. SECURITY TRANSACTIONS, INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS (CONTINUED) 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. Inflation-indexed bonds provide an inflation hedge through periodic increases or decreases in the security's interest accruals and principal redemption value, by amounts corresponding to the current rate of inflation. Any such adjustments, including adjustments to principal redemption value, are recorded as interest income. I. 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. J. REDEMPTION FEES A short term trading redemption fee was imposed, with some exceptions, on any fund shares that were redeemed or exchanged within seven calendar days following their purchase date. The redemption fee was 2% of the amount redeemed. Such fees were retained by the funds and accounted for as an addition to paid-in capital. Effective September 1, 2008, the redemption fee was eliminated. K. 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. 104 | Annual Report Franklin Investors Securities Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 2. SHARES OF BENEFICIAL INTEREST At October 31, 2008, there were an unlimited number of shares authorized (without par value). Transactions in the Funds' shares were as follows: FRANKLIN FRANKLIN CONVERTIBLE BALANCED FUND SECURITIES FUND ------------------------- --------------------------- SHARES AMOUNT SHARES AMOUNT ---------- ------------ ----------- ------------- CLASS A SHARES: Year ended October 31, 2008 Shares sold ..................................... 3,734,984 $ 36,902,806 12,433,271 $ 171,368,524 Shares issued in reinvestment of distributions .. 170,071 1,673,518 3,291,047 46,928,316 Shares redeemed ................................. (1,418,333) (13,204,544) (23,201,851) (327,677,943) ---------- ------------ ----------- ------------- Net increase (decrease) ......................... 2,486,722 $ 25,371,780 (7,477,533) $(109,381,103) ========== ============ =========== ============= Year ended October 31, 2007 Shares sold ..................................... 1,687,911 $ 18,910,449 14,399,024 $ 244,834,632 Shares issued in reinvestment of distributions .. 18,777 210,061 3,570,065 58,931,326 Shares redeemed ................................. (232,320) (2,610,025) (10,459,036) (177,724,070) ---------- ------------ ----------- ------------- Net increase (decrease) ......................... 1,474,368 $ 16,510,485 7,510,053 $ 126,041,888 ========== ============ =========== ============= CLASS C SHARES: Year ended October 31, 2008 Shares sold ..................................... 902,773 $ 8,513,852 2,252,359 $ 31,387,163 Shares issued in reinvestment of distributions .. 38,425 380,022 946,527 13,379,794 Shares redeemed ................................. (494,755) (4,484,036) (6,528,875) (89,444,057) ---------- ------------ ----------- ------------- Net increase (decrease) ......................... 446,443 $ 4,409,838 (3,329,989) $ (44,677,100) ========== ============ =========== ============= Year ended October 31, 2007 Shares sold ..................................... 588,047 $ 6,611,187 3,729,693 $ 62,618,890 Shares issued in reinvestment of distributions .. 4,412 49,338 1,118,289 18,292,787 Shares redeemed ................................. (36,163) (397,388) (2,715,193) (45,588,498) ---------- ------------ ----------- ------------- Net increase (decrease) ......................... 556,296 $ 6,263,137 2,132,789 $ 35,323,179 ========== ============ =========== ============= CLASS R SHARES: Year ended October 31, 2008 Shares sold ..................................... 678 $ 7,048 Shares issued in reinvestment of distributions .. 35 345 Shares redeemed ................................. (360) (3,014) ---------- ------------ Net increase (decrease) ......................... 353 $ 4,379 ========== ============ Year ended October 31, 2007 Shares sold ..................................... 340 $ 3,701 Shares issued in reinvestment of distributions .. 6 70 ---------- ------------ Net increase (decrease) ......................... 346 $ 3,771 ========== ============ Annual Report | 105 Franklin Investors Securities Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 2. SHARES OF BENEFICIAL INTEREST (CONTINUED) FRANKLIN FRANKLIN CONVERTIBLE BALANCED FUND SECURITIES FUND ------------------------- --------------------------- SHARES AMOUNT SHARES AMOUNT ---------- ------------ ----------- ------------- ADVISOR CLASS SHARES: Year ended October 31, 2008(a) Shares sold ..................................... 48,440 $ 488,922 38,866 $ 557,319 Shares issued in reinvestment of distributions .. 7,857 78,010 1,140 14,620 Shares redeemed ................................. (7,005) (67,886) (6,515) (72,111) ---------- ------------ ----------- ------------- Net increase (decrease) ......................... 49,292 $ 499,046 33,491 $ 499,828 ========== ============ =========== ============= Year ended October 31, 2007 Shares sold ..................................... 83,546 $ 918,347 Shares issued in reinvestment of distributions .. 2,002 22,404 Shares redeemed ................................. (4,326) (47,527) ---------- ------------ Net increase (decrease) ......................... 81,222 $ 893,224 ========== ============ FRANKLIN LIMITED FRANKLIN EQUITY MATURITY U.S. GOVERNMENT INCOME FUND SECURITIES FUND --------------------------- ------------------------- SHARES AMOUNT SHARES AMOUNT ----------- ------------- ---------- ------------ CLASS A SHARES: Year ended October 31, 2008 Shares sold ..................................... 6,933,562 $ 123,217,249 19,319,574 $196,194,455 Shares issued in reinvestment of distributions .. 2,700,596 50,720,976 715,124 7,254,840 Shares redeemed ................................. (11,692,512) (205,326,834) (9,238,717) (93,643,731) ----------- ------------- ---------- ------------ Net increase (decrease) ......................... (2,058,354) $ (31,388,609) 10,795,981 $109,805,564 =========== ============= ========== ============ Year ended October 31, 2007 Shares sold ..................................... 10,585,130 $ 239,170,803 4,454,202 $ 44,178,835 Shares issued in reinvestment of distributions .. 2,605,129 57,408,622 614,512 6,096,010 Shares redeemed ................................. (7,467,396) (168,252,902) (7,503,970) (74,428,395) ----------- ------------- ---------- ------------ Net increase (decrease) ......................... 5,722,863 $ 128,326,523 (2,435,256) $(24,153,550) =========== ============= ========== ============ CLASS B SHARES: Year ended October 31, 2008 Shares sold ..................................... 50,820 $ 886,688 Shares issued in reinvestment of distributions .. 120,078 2,267,538 Shares redeemed ................................. (658,119) (11,608,500) ----------- ------------- Net increase (decrease) ......................... (487,221) $ (8,454,274) =========== ============= Year ended October 31, 2007 Shares sold ..................................... 105,074 $ 2,363,637 Shares issued in reinvestment of distributions .. 154,945 3,390,324 Shares redeemed ................................. (472,417) (10,604,786) ----------- ------------- Net increase (decrease) ......................... (212,398) $ (4,850,825) =========== ============= (a) For the period May 15, 2008 (effective date) to October 31, 2008 for the Franklin Convertible Securities Fund. 106 | Annual Report Franklin Investors Securities Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 2. SHARES OF BENEFICIAL INTEREST (CONTINUED) FRANKLIN EQUITY FRANKLIN LIMITED MATURITY U.S. INCOME FUND GOVERNMENT SECURITIES FUND ------------------------- ------------------------------ SHARES AMOUNT SHARES AMOUNT ----------- ------------ -------------- -------------- CLASS C SHARES: Year ended October 31, 2008 Shares sold ...................................... 826,985 $ 14,554,576 Shares issued in reinvestment of distributions ... 447,761 8,453,712 Shares redeemed .................................. (2,624,870) (46,087,761) ---------- ------------ Net increase (decrease) .......................... (1,350,124) $(23,079,473) ========== ============ Year ended October 31, 2007 Shares sold ...................................... 978,767 $ 21,854,647 Shares issued in reinvestment of distributions ... 534,361 11,699,188 Shares redeemed .................................. (1,685,264) (37,852,716) ---------- ------------ Net increase (decrease) .......................... (172,136) $ (4,298,881) ========== ============ CLASS R SHARES: Year ended October 31, 2008 Shares sold ...................................... 100,536 $ 1,839,475 Shares issued in reinvestment of distributions ... 37,523 711,595 Shares redeemed .................................. (377,475) (7,010,782) ---------- ------------ Net increase (decrease) .......................... (239,416) $ (4,459,712) ========== ============ Year ended October 31, 2007 Shares sold ...................................... 189,919 $ 4,248,628 Shares issued in reinvestment of distributions ... 66,257 1,459,144 Shares redeemed .................................. (486,335) (11,000,525) ---------- ------------ Net increase (decrease) .......................... (230,159) $ (5,292,753) ========== ============ ADVISOR CLASS SHARES: Year ended October 31, 2008(a) Shares sold ...................................... 52,590 $ 961,953 970,571 $ 9,828,396 Shares issued in reinvestment of distributions ... 536 8,255 60,640 614,860 Shares redeemed .................................. (408) (5,914) (484,518) (4,903,103) ---------- ------------ -------- ----------- Net increase (decrease) .......................... 52,718 $ 964,294 546,693 $ 5,540,153 ========== ============ ======== =========== Year ended October 31, 2007 Shares sold ...................................... 244,139 $ 2,420,255 Shares issued in reinvestment of distributions ... 54,375 538,821 Shares redeemed .................................. (337,095) (3,333,661) -------- ----------- Net increase (decrease) .......................... (38,581) $ (374,585) ======== =========== (a) For the period May 15, 2008 (effective date) to October 31, 2008 for the Franklin Equity Income Fund. Annual Report | 107 Franklin Investors Securities Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 2. SHARES OF BENEFICIAL INTEREST (CONTINUED) FRANKLIN REAL RETURN FUND --------------------------- SHARES AMOUNT ----------- ------------- CLASS A SHARES: Year ended October 31, 2008 Shares sold ...................................... 39,272,766 $ 423,063,502 Shares issued in reinvestment of distributions ... 818,966 8,768,320 Shares redeemed .................................. (14,582,863) (152,724,088) ----------- ------------- Net increase (decrease) .......................... 25,508,869 $ 279,107,734 =========== ============= Year ended October 31, 2007 Shares sold ...................................... 2,490,410 $ 25,763,946 Shares issued in reinvestment of distributions ... 95,318 986,170 Shares redeemed .................................. (1,311,467) (13,551,673) ----------- ------------- Net increase (decrease) .......................... 1,274,261 $ 13,198,443 =========== ============= ADVISOR CLASS SHARES: Year ended October 31, 2008 Shares sold ...................................... 3,051,844 $ 33,176,053 Shares issued in reinvestment of distributions ... 58,400 626,973 Shares redeemed .................................. (3,459,670) (36,501,004) ----------- ------------- Net increase (decrease) .......................... (349,426) $ (2,697,978) =========== ============= Year ended October 31, 2007 Shares sold ...................................... 441,613 $ 4,557,542 Shares issued in reinvestment of distributions ... 5,479 56,816 Shares redeemed .................................. (332,374) (3,450,245) ----------- ------------- Net increase (decrease) .......................... 114,718 $ 1,164,113 =========== ============= 3. TRANSACTIONS WITH AFFILIATES Franklin Resources, Inc. is the holding company for various subsidiaries that together are referred to as Franklin Templeton Investments. Certain officers and trustees of the Trust are also officers and/or directors of the following subsidiaries: SUBSIDIARY AFFILIATION - ------------------------------------------------------------- ---------------------- Franklin Advisers, Inc. (Advisers) Investment manager Franklin Templeton Services, LLC (FT Services) Administrative manager Franklin Templeton Distributors, Inc. (Distributors) Principal underwriter Franklin Templeton Investor Services, LLC (Investor Services) Transfer agent 108 | Annual Report Franklin Investors Securities Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. TRANSACTIONS WITH AFFILIATES (CONTINUED) A. MANAGEMENT FEES The Franklin Balanced 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 $250 million 0.475% Over $250 million, up to and including $500 million 0.450% Over $500 million, up to and including $1 billion 0.425% Over $1 billion, up to and including $2.5 billion 0.400% Over $2.5 billion, up to and including $5 billion 0.375% Over $5 billion, up to and including $10 billion 0.350% Over $10 billion, up to and including $15 billion 0.325% Over $15 billion, up to and including $20 billion 0.300% In excess of $20 billion Effective January 1, 2008, the Franklin Convertible Securities Fund and the Franklin Equity Income Fund pay an investment management fee to Advisers based on the month-end net assets of each of the funds as follows: ANNUALIZED FEE RATE NET ASSETS - ------------------- ----------------------------------------------------- 0.625% Up to and including $100 million 0.500% Over $100 million, up to and including $250 million 0.450% Over $250 million, up to and including $7.5 billion 0.440% Over $7.5 billion, up to and including $10 billion 0.430% Over $10 billion, up to and including $12.5 billion 0.420% Over $12.5 billion, up to and including $15 billion 0.400% Over $15 billion, up to and including $17.5 billion 0.380% Over $17.5 billion, up to and including $20 billion 0.360% Over $20 billion, up to and including $35 billion 0.355% Over $35 billion, up to and including $50 billion 0.350% In excess of $50 billion Prior to January 1, 2008, the Franklin Convertible Securities Fund and the Franklin Equity Income Fund paid fees to Advisers based on the month-end net assets of each of the funds as follows: ANNUALIZED FEE RATE NET ASSETS - ------------------- ----------------------------------------------------- 0.625% Up to and including $100 million 0.500% Over $100 million, up to and including $250 million 0.450% Over $250 million, up to and including $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% Over $20 billion, up to and including $35 billion 0.355% Over $35 billion, up to and including $50 billion 0.350% In excess of $50 billion Annual Report | 109 Franklin Investors Securities Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. TRANSACTIONS WITH AFFILIATES (CONTINUED) A. MANAGEMENT FEES (CONTINUED) The Franklin Limited Maturity U.S. Government Securities Fund pays an investment management fee to Advisers based on the month-end 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% In excess of $250 million The Franklin Real Return 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 - ------------------- ----------------------------------------------------- 0.425% Up to and including $500 million 0.325% Over $500 million, up to and including $1 billion 0.280% Over $1 billion, up to and including $1.5 billion 0.235% Over $1.5 billion, up to and including $6.5 billion 0.215% Over $6.5 billion, up to and including $11.5 billion 0.200% Over $11.5 billion, up to and including $16.5 billion 0.190% Over $16.5 billion, up to and including $19 billion 0.180% Over $19 billion, up to and including $21.5 billion 0.170% In excess of $21.5 billion B. ADMINISTRATIVE FEES The Franklin Balanced Fund and Franklin Real Return Fund pay an administrative fee to FT Services of 0.20% per year of the average daily net assets of each of the funds. Under an agreement with Advisers, FT Services provides administrative services to the Franklin Convertible Securities Fund, the Franklin Equity Income Fund and the Franklin Limited Maturity U.S. Government Securities 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 Trust's Board of Trustees has adopted distribution plans for each share class, with the exception of Advisor Class shares, pursuant to Rule 12b-1 under the 1940 Act. Under the 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. Under the Class A reimbursement distribution plans, costs exceeding the maximum for the current plan year cannot be reimbursed in subsequent periods. In addition, under the Funds' compensation distribution plans, the funds pays 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. 110 | Annual Report Franklin Investors Securities Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. TRANSACTIONS WITH AFFILIATES (CONTINUED) C. DISTRIBUTION FEES (CONTINUED) The maximum annual plan rates, based on the average daily net assets, for each class, are as follows: FRANKLIN FRANKLIN FRANKLIN FRANKLIN LIMITED MATURITY REAL FRANKLIN CONVERTIBLE EQUITY U.S. GOVERNMENT RETURN BALANCED FUND SECURITIES FUND INCOME FUND SECURITIES FUND FUND ------------- --------------- ----------- ---------------- -------- Reimbursement Plans: Class A ................... -- 0.25% 0.25% 0.10% -- Compensation Plans: Class A ................... 0.35% -- -- -- 0.25% Class B ................... -- -- 1.00% -- -- Class C ................... 1.00% 1.00% 1.00% -- -- Class R ................... 0.50% -- 0.50% -- -- Distributors has agreed to limit the current rate to 0.30% per year for Class A shares for the Franklin Balanced Fund for the period of August 1, 2007 through January 31, 2009. D. SALES CHARGES/UNDERWRITING AGREEMENTS Distributors has advised the Funds of the following commission transactions related to the sales and redemptions of the Funds' shares for the year: FRANKLIN FRANKLIN FRANKLIN FRANKLIN LIMITED MATURITY REAL FRANKLIN CONVERTIBLE EQUITY U.S. GOVERNMENT RETURN BALANCED FUND SECURITIES FUND INCOME FUND SECURITIES FUND FUND ------------- --------------- ----------- ---------------- -------- Sales charges retained net of commissions paid to unaffiliated broker/dealers ............ $65,954 $96,338 $467,527 $39,312 $388,902 Contingent deferred sales charges retained .......... $ 3,455 $30,439 $ 49,605 $ 2,858 $ 8,755 E. TRANSFER AGENT FEES For the year ended October 31, 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 FRANKLIN FRANKLIN FRANKLIN LIMITED MATURITY REAL FRANKLIN CONVERTIBLE EQUITY U.S. GOVERNMENT RETURN BALANCED FUND SECURITIES FUND INCOME FUND SECURITIES FUND FUND ------------- --------------- ----------- ---------------- -------- Transfer agent fees .......... $32,389 $591,333 $875,720 $272,989 $112,512 Annual Report | 111 Franklin Investors Securities Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. TRANSACTIONS WITH AFFILIATES (CONTINUED) F. WAIVER AND EXPENSE REIMBURSEMENTS For the Franklin Balanced Fund and the Franklin Real Return Fund, FT Services and Advisers have agreed in advance to waive all or a portion of their respective fees and to assume payment of other expenses through February 28, 2010. Total expenses waived or paid are not subject to reimbursement by the fund subsequent to the funds' fiscal year end. After February 28, 2010, FT Services and Advisers may discontinue this waiver at any time upon notice to the funds' Board of Trustees. G. OTHER AFFILIATED TRANSACTIONS At October 31, 2008, Advisers owned 22.15% of the Franklin Balanced Fund's outstanding shares. 4. EXPENSE OFFSET ARRANGEMENT The Funds have entered into an arrangement with their custodian whereby credits realized as a result of uninvested cash balances are used to reduce a portion of the Funds' custodian expenses. During the year ended October 31, 2008, the custodian fees were reduced as noted in the Statements of Operations. 5. INCOME TAXES For tax purposes, capital losses may be carried over to offset future capital gains, if any. At October 31, 2008, the capital loss carryforwards were as follows: FRANKLIN FRANKLIN FRANKLIN CONVERTIBLE EQUITY BALANCED FUND SECURITIES FUND INCOME FUND ------------- --------------- ----------- Capital loss carryforwards expiring in: 2016 ...................... $3,978,038 $1,897,113 $46,281,261 ---------- ---------- ----------- FRANKLIN LIMITED MATURITY FRANKLIN U.S. GOVERNMENT REAL SECURITIES FUND RETURN FUND ---------------- ----------- Capital loss carryforwards expiring in: 2011 ...................... $ 1,752,525 $ -- 2012 ...................... 3,322,647 -- 2013 ...................... 3,980,527 -- 2014 ...................... 4,303,979 -- 2015 ...................... 723,269 -- 2016 ...................... -- 1,974,145 ----------- ---------- $14,082,947 $1,974,145 =========== ========== 112 | Annual Report Franklin Investors Securities Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 5. INCOME TAXES (CONTINUED) During the year ended October 31, 2008, the Franklin Limited Maturity U.S. Government Securities Fund utilized $770,999 of capital loss carryforwards. On October 31, 2008, the Franklin Limited Maturity U.S. Government Securities Fund had expired capital loss carryforwards of $1,593,552, which were reclassified to paid-in-capital. The tax character of distributions paid during the years ended October 31, 2008 and 2007, was as follows: FRANKLIN FRANKLIN CONVERTIBLE BALANCED FUND SECURITIES FUND --------------------- -------------------------- 2008 2007 2008 2007 ---------- -------- ----------- ------------ Distributions paid from: Ordinary income ........... $3,168,274 $796,052 $56,198,229 $ 49,533,027 Long term capital gain .... 152,036 -- 24,854,722 54,673,400 ---------- -------- ----------- ------------ $3,320,310 $796,052 $81,052,951 $104,206,427 ========== ======== =========== ============ FRANKLIN LIMITED MATURITY FRANKLIN EQUITY U.S. GOVERNMENT INCOME FUND SECURITIES FUND ------------------------- ------------------------ 2008 2007 2008 2007 ----------- ----------- ----------- ---------- Distributions paid from: Ordinary income ........... $27,752,727 $26,398,031 $10,025,522 $8,510,427 Long term capital gain .... 39,665,396 54,761,144 -- -- ----------- ----------- ----------- ---------- $67,418,123 $81,159,175 $10,025,522 $8,510,427 =========== =========== =========== ========== FRANKLIN REAL RETURN FUND ------------------------ 2008 2007 ----------- ---------- Distributions paid from: Ordinary income ........... $11,715,670 $1,806,949 Long term capital gain .... 239,676 -- ----------- ---------- $11,955,346 $1,806,949 =========== ========== At October 31, 2008, the cost of investments, net unrealized appreciation (depreciation), undistributed ordinary income and undistributed long term capital gains for income tax purposes were as follows: FRANKLIN FRANKLIN FRANKLIN BALANCED CONVERTIBLE EQUITY FUND SECURITIES FUND INCOME FUND ------------ --------------- ------------- Cost of investments ........................... $ 65,984,248 $ 859,131,838 $ 739,161,074 ============ ============= ============= Unrealized appreciation ....................... $ 326,956 $ 4,887,077 $ 33,425,777 Unrealized depreciation ....................... (19,756,957) (334,511,261) (202,770,502) ------------ ------------- ------------- Net unrealized appreciation (depreciation) .... $(19,430,001) $(329,624,184) $(169,344,725) ============ ============= ============= Distributable earnings - undistributed ordinary income ..................................... $ 217,604 $ 4,260,930 $ 3,456,942 ============ ============= ============= Annual Report | 113 Franklin Investors Securities Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 5. INCOME TAXES (CONTINUED) FRANKLIN FRANKLIN LIMITED MATURITY REAL U.S. GOVERNMENT RETURN SECURITIES FUND FUND ---------------- ------------ Cost of investments ........................... $314,103,922 $327,733,625 ============ ============ Unrealized appreciation ....................... $ 2,995,955 $ 630,230 Unrealized depreciation ....................... (2,526,455) (38,487,252) ------------ ------------ Net unrealized appreciation (depreciation) .... $ 469,500 $(37,857,022) ============ ============ Distributable earnings - undistributed ordinary income ..................................... $ 145,130 $ 344,449 ============ ============ Net investment income differs for financial statement and tax purposes primarily due to differing treatments of defaulted securities, foreign currency transactions, paydown losses, bond discounts and premiums, partnership distributions and recognition of partnership income and inflation related adjustments on foreign securities. Net realized gains (losses) differ for financial statement and tax purposes primarily due to differing treatments of wash sales, foreign currency transactions, paydown losses, bond discounts and premiums and partnership distributions and recognition of partnership income. 6. INVESTMENT TRANSACTIONS Purchases and sales of investments (excluding short term securities) for the year ended October 31, 2008, were as follows: FRANKLIN FRANKLIN FRANKLIN FRANKLIN LIMITED MATURITY REAL FRANKLIN CONVERTIBLE EQUITY U.S. GOVERNMENT RETURN BALANCED FUND SECURITIES FUND INCOME FUND SECURITIES FUND FUND ------------- --------------- ------------ ---------------- ------------ Purchases .......... $58,425,042 $322,909,441 $261,638,158 $238,933,274 $291,338,070 Sales .............. $24,728,423 $532,179,328 $375,304,727 $142,226,185 $ 50,619,093 Transactions in options written during the year ended October 31, 2008, were as follows: NUMBER OF PREMIUMS CONTRACTS RECEIVED --------- --------- FRANKLIN BALANCED FUND Options outstanding at October 31, 2007 .......... 920 $ 29,328 Options written .................................. 14,652 712,764 Options expired .................................. (12,923) (593,311) Options exercised ................................ (1,905) (104,510) Options closed ................................... (544) (29,666) ------- --------- Options outstanding at October 31, 2008 .......... 200 $ 14,605 ======= ========= 114 | Annual Report Franklin Investors Securities Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 7. INVESTMENTS IN FRANKLIN INSTITUTIONAL FIDUCIARY TRUST MONEY MARKET PORTFOLIO The Funds may invest in the Franklin Institutional Fiduciary Trust Money Market Portfolio (Sweep Money Fund), an open-end investment company managed by Advisers. Management fees paid by the Funds are reduced on assets invested in the Sweep Money Fund, in an amount not to exceed the management and administrative fees paid by the Sweep Money Fund. 8. FORWARD EXCHANGE CONTRACTS At October 31, 2008, the Franklin Real Return Fund had the following forward exchange contracts outstanding: CONTRACT SETTLEMENT UNREALIZED UNREALIZED AMOUNT DATE APPRECIATION DEPRECIATION ---------- ---------- ------------ ------------ CONTRACTS TO BUY 806,753 Chinese Yuan Renminbi ................................................ $ 116,633 10/23/09 $-- $ (1,607) 1,371,580 Chinese Yuan Renminbi ................................................ 197,232 10/26/09 -- (1,689) 820,480 Chinese Yuan Renminbi ................................................ 117,128 10/27/09 -- (157) 306,807,063 Japanese Yen ......................................................... 3,184,959 11/04/09 -- (12,335) --- -------- Unrealized appreciation (depreciation) on forward exchange contracts .......... -- (15,788) --- -------- Net unrealized appreciation (depreciation) on forward exchange contracts ... $(15,788) ======== 9. CREDIT RISK AND DEFAULTED SECURITIES The Franklin Balanced Fund and the Franklin Convertible Securities Fund have 15.36% and 62.31%, respectively, of their portfolios invested in high yield or other securities rated below investment grade. These securities may be more sensitive to economic conditions causing greater price volatility and are potentially subject to a greater risk of loss due to default than higher rated securities. The Franklin Balanced Fund held defaulted securities and/or other securities for which the income has been deemed uncollectible. At October 31, 2008, the aggregate value of these securities was $138,125, representing 0.29% of the fund's net assets. The fund discontinues accruing income on securities for which income has been deemed uncollectible and provides an estimate for losses on interest receivable. The securities have been identified on the accompanying Statement of Investments. 10. VIOLATION OF INVESTMENT RESTRICTIONS During the year ended October 31, 2008, the Franklin Balanced Fund inadvertently breached one of its investment restrictions. For the year ended October 31, 2008, the fund incurred a loss of $47,078 on the investments. Advisers reimbursed the fund for such losses incurred which is reflected in the Statement of Operations. Annual Report | 115 Franklin Investors Securities Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 11. NEW ACCOUNTING PRONOUNCEMENTS 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 not have a material impact on its financial statements. In March 2008, FASB issued FASB Statement No. 161, "Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133" (SFAS 161), which expands disclosures about derivative investments and hedging activities. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. The Funds are currently evaluating the impact, if any, of applying the various provisions of SFAS 161. 12. LOSS CONTINGENCY At October 31, 2008, the Franklin Balanced Fund had two outstanding trades related to put options written by the Fund with Lehman Brothers as the counterparty. These trades have remained unsettled since the Lehman Brothers bankruptcy on September 15, 2008. The Fund has recorded a loss contingency related to the depreciation of the common stock underlying these put options and its obligations to purchase the stock pursuant to the options contracts. 116 | Annual Report Franklin Investors Securities Trust REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE BOARD OF TRUSTEES AND SHAREHOLDERS OF FRANKLIN INVESTORS SECURITIES 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 Balanced Fund, Franklin Convertible Securities Fund, Franklin Equity Income Fund, Franklin Limited Maturity U.S. Government Securities Fund and Franklin Real Return Fund (the "Funds") at October 31, 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 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 October 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP San Francisco, California December 17, 2008 Annual Report | 117 Franklin Investors Securities Trust TAX DESIGNATION (UNAUDITED) Under Section 852(b)(3)(C) of the Internal Revenue Code (Code), the Funds designate the maximum amount allowable but no less than the following amounts as long term capital gain dividends for the fiscal year ended October 31, 2008. FRANKLIN FRANKLIN FRANKLIN FRANKLIN CONVERTIBLE EQUITY REAL RETURN BALANCED FUND SECURITIES FUND INCOME FUND FUND - ------------- --------------- ----------- ----------- $152,036 $24,854,722 $39,665,396 $239,676 Under Section 871(k)(2)(C) of the Code, the Funds designate the maximum amount allowable but no less than the following amounts as short term capital gain dividends for purposes of the tax imposed under Section 871(a)(1)(A) of the Code for the fiscal year ended October 31, 2008. FRANKLIN FRANKLIN FRANKLIN FRANKLIN CONVERTIBLE EQUITY REAL RETURN BALANCED FUND SECURITIES FUND INCOME FUND FUND - ------------- --------------- ----------- ----------- $926,730 $12,989,411 $6,642,283 $2,768 Under Section 854(b)(2) of the Code, the Funds designate the maximum amount allowable but no less than the following amounts as qualified dividends for purposes of the maximum rate under Section 1(h)(11) of the Code for the fiscal year ended October 31, 2008. FRANKLIN FRANKLIN FRANKLIN CONVERTIBLE EQUITY BALANCED FUND SECURITIES FUND INCOME FUND - ------------- --------------- ----------- $826,985 $6,474,931 $26,023,885 Distributions, including qualified dividend income, paid during calendar year 2008 will be reported to shareholders on Form 1099-DIV in January 2009. Shareholders are advised to check with their tax advisors for information on the treatment of these amounts on their individual income tax returns. Under Section 871(k)(1)(C) of the Code, the Franklin Convertible Securities Fund designates the maximum amount allowable but no less than $14,273,737 as interest related dividends for purposes of the tax imposed under Section 871(a)(1)(A) of the Code for the fiscal year ended October 31, 2008. Under Section 854(b)(2) of the Code, the Funds designate the following percentage amounts of the ordinary income dividends as income qualifying for the dividends received deduction for the fiscal year ended October 31, 2008. FRANKLIN FRANKLIN FRANKLIN CONVERTIBLE EQUITY BALANCED FUND SECURITIES FUND INCOME FUND - ------------- --------------- ----------- 24.15% 11.52% 82.81% 118 | Annual Report Franklin Investors Securities 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 1986 143 Bar-S Foods (meat packing company). One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director of various companies; and FORMERLY, Director, RBC Holdings, Inc. (bank holding company) (until 2002); and President, Chief Executive Officer and Chairman of the Board, General Host Corporation (nursery and craft centers) (until 1998). ROBERT F. CARLSON (1928) Trustee Since 2007 120 None One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Retired; and FORMERLY, Vice President, senior member and President, Board of Administration, California Public Employees Retirement Systems (CALPERS) (1971-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 120 Chevron Corporation (global energy One Franklin Parkway company) and ICO Global Communications San Mateo, CA 94403-1906 (Holdings) Limited (satellite company). PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Private investor; and FORMERLY, Chairman of the Board, Vodafone AirTouch, PLC (wireless company); Chairman of the Board and Chief Executive Officer, AirTouch Communications (cellular communications) (1993-1998) and Pacific Telesis Groups (telephone holding company) (1988-1994). EDITH E. HOLIDAY (1952) Trustee Since 1998 143 Hess Corporation (exploration and One Franklin Parkway refining of oil and gas), H.J. Heinz San Mateo, CA 94403-1906 Company (processed foods and allied products), RTI International Metals, Inc. (manufacture and distribution of titanium), Canadian National Railway (railroad) and White Mountains Insurance Group, Ltd. (holding company). PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director or Trustee of various companies and trusts; and FORMERLY, Assistant to the President of the United States and Secretary of the Cabinet (1990-1993); General Counsel to the United States Treasury Department (1989-1990); and Counselor to the Secretary and Assistant Secretary for Public Affairs and Public Liaison-United States Treasury Department (1988-1989). Annual Report | 119 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 1986 120 Center for Creative Land Recycling One Franklin Parkway (brownfield redevelopment). San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: General Partner, Las Olas L.P. (Asset Management); and FORMERLY, Chairman, Peregrine Venture Management Company (venture capital). FRANK A. OLSON (1932) Trustee Since 2005 143 Hess Corporation (exploration and One Franklin Parkway refining of oil and gas) and Sentient San Mateo, CA 94403-1906 Jet (private jet service). PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Chairman Emeritus, The Hertz Corporation (car rental) (since 2000) (Chairman of the Board (1980-2000) and Chief Executive Officer (1977-1999)); and FORMERLY, Chairman of the Board, President and Chief Executive Officer, UAL Corporation (airlines). LARRY D. THOMPSON (1945) Trustee Since 2007 143 None One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Vice President - Government Affairs, General Counsel and Secretary, PepsiCo, Inc. (consumer products); and FORMERLY, Director, Delta Airlines (aviation) (2003-2005) and Providian Financial Corp. (credit card provider) (1997-2001); Senior Fellow of The Brookings Institution (2003-2004); Visiting Professor, University of Georgia School of Law (2004); and Deputy Attorney General, U.S. Department of Justice (2001-2003). JOHN B. WILSON (1959) Lead Trustee 120 None One Franklin Parkway Independent since 2007 San Mateo, CA 94403-1906 Trustee and Lead 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); Senior Vice President - Corporate Planning, Northwest Airlines, Inc. (airlines) (1990-1992); and Vice President and Partner, Bain & Company (consulting firm) (1986-1990). INTERESTED BOARD MEMBERS AND OFFICERS NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------- -------------- ----------- ----------------------- ----------------------------------------- **CHARLES B. JOHNSON Trustee and Trustee 143 None (1933) Chairman of since 1986 One Franklin Parkway the Board and San Mateo, CA 94403-1906 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. 120 | 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 - ------------------- -------------- ----------- ----------------------- ----------------------------------------- DAVID P. GOSS (1947) Vice Since 2000 Not Applicable Not Applicable One Franklin Parkway President San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Associate General Counsel, Franklin Templeton Investments; officer and/or director, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments. EDWARD B. JAMIESON (1948) President President Not Applicable Not Applicable One Franklin Parkway and Chief since 1993 San Mateo, CA 94403-1906 Executive and Chief Officer - Executive Investment Officer - Management Investment Management since 2002 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: President, Chief Investment Officer and Director, Franklin Advisers, Inc.; Executive Vice President, Franklin Templeton Institutional, LLC; officer and/or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of four of the investment companies in Franklin Templeton Investments. KAREN L. SKIDMORE (1952) Vice Since 2006 Not Applicable Not Applicable One Franklin Parkway President San Mateo, CA 94403-1906 and Secretary PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Associate General Counsel, Franklin Templeton Investments; and officer of 30 of the investment companies in Franklin Templeton Investments. CRAIG S. TYLE (1960) Vice Since 2005 Not Applicable Not Applicable One Franklin Parkway President San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: General Counsel and Executive Vice President, Franklin Resources, Inc.; officer of some of the other subsidiaries of Franklin Resources, Inc. and of 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). Annual Report | 121 NUMBER OF PORTFOLIOS IN NAME, YEAR OF BIRTH LENGTH OF FUND COMPLEX OVERSEEN AND ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------- -------------- ----------- ----------------------- ----------------------------------------- GALEN G. VETTER (1951) Senior Vice Since Not Applicable Not Applicable 500 East Broward Blvd. President February Suite 2100 and Chief 2008 Fort Lauderdale, Executive 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). * 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 and Rupert H. Johnson, Jr. are considered to be interested persons of the Trust under the federal securities laws due to their positions as officers and directors and major shareholders of Franklin Resources, Inc., which is the parent company of the Trust's investment manager and distributor. Note 1: Charles B. Johnson and Rupert H. Johnson, Jr. are brothers. Note 2: Officer information is current as of the date of this report. It is possible that after this date, information about officers may change. THE SARBANES-OXLEY ACT OF 2002 AND RULES ADOPTED BY THE SECURITIES AND EXCHANGE COMMISSION REQUIRE THE FUND TO DISCLOSE WHETHER THE FUND'S AUDIT COMMITTEE INCLUDES AT LEAST ONE MEMBER WHO IS AN AUDIT COMMITTEE FINANCIAL EXPERT WITHIN THE MEANING OF SUCH ACT AND RULES. THE FUND'S BOARD HAS DETERMINED THAT THERE IS AT LEAST ONE SUCH FINANCIAL EXPERT ON THE AUDIT COMMITTEE AND HAS DESIGNATED JOHN B. WILSON AS ITS AUDIT COMMITTEE FINANCIAL EXPERT. THE BOARD BELIEVES THAT MR. WILSON QUALIFIES AS SUCH AN EXPERT IN VIEW OF HIS EXTENSIVE BUSINESS BACKGROUND AND EXPERIENCE, INCLUDING SERVICE AS CHIEF FINANCIAL OFFICER OF STAPLES, INC. FROM 1992 TO 1996. MR. WILSON HAS BEEN A MEMBER AND CHAIRMAN OF THE FUND'S AUDIT COMMITTEE SINCE 2007. AS A RESULT OF SUCH BACKGROUND AND EXPERIENCE, THE BOARD BELIEVES THAT MR. WILSON HAS ACQUIRED AN UNDERSTANDING OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND FINANCIAL STATEMENTS, THE GENERAL APPLICATION OF SUCH PRINCIPLES IN CONNECTION WITH THE ACCOUNTING ESTIMATES, ACCRUALS AND RESERVES, AND ANALYZING AND EVALUATING FINANCIAL STATEMENTS THAT PRESENT A BREADTH AND LEVEL OF COMPLEXITY OF ACCOUNTING ISSUES GENERALLY COMPARABLE TO THOSE OF THE FUND, AS WELL AS AN UNDERSTANDING OF INTERNAL CONTROLS AND PROCEDURES FOR FINANCIAL REPORTING AND AN UNDERSTANDING OF AUDIT COMMITTEE FUNCTIONS. MR. WILSON IS AN INDEPENDENT BOARD MEMBER AS THAT TERM IS DEFINED UNDER THE RELEVANT SECURITIES AND EXCHANGE COMMISSION RULES AND RELEASES. THE STATEMENT OF ADDITIONAL INFORMATION (SAI) INCLUDES ADDITIONAL INFORMATION ABOUT THE BOARD MEMBERS AND IS AVAILABLE, WITHOUT CHARGE, UPON REQUEST. SHAREHOLDERS MAY CALL (800) DIAL BEN/(800) 342-5236 TO REQUEST THE SAI. 122 | Annual Report Franklin Investors Securities Trust SHAREHOLDER INFORMATION PROXY VOTING POLICIES AND PROCEDURES The Trust's investment manager has established Proxy Voting Policies and Procedures (Policies) that the Trust uses to determine how to vote proxies relating to portfolio securities. Shareholders may view the Trust's complete Policies online at franklintempleton.com. Alternatively, shareholders may request copies of the Policies free of charge by calling the Proxy Group collect at (954) 527-7678 or by sending a written request to: Franklin Templeton Companies, LLC, 500 East Broward Boulevard, Suite 1500, Fort Lauderdale, FL 33394, Attention: Proxy Group. Copies of the Trust's proxy voting records are also made available online at franklintempleton.com and posted on the U.S. Securities and Exchange Commission's website at sec.gov and reflect the most recent 12-month period ended June 30. QUARTERLY STATEMENT OF INVESTMENTS The Trust files a complete statement of investments with the U.S. Securities and Exchange Commission for the first and third quarters for each fiscal year on Form N-Q. Shareholders may view the filed Form N-Q by visiting the Commission's website at sec.gov. The filed form may also be viewed and copied at the Commission's Public Reference Room in Washington, DC. Information regarding the operations of the Public Reference Room may be obtained by calling (800) SEC-0330. Annual Report | 123 This page intentionally left blank. Literature Request LITERATURE REQUEST. TO RECEIVE A BROCHURE AND PROSPECTUS, PLEASE CALL US AT (800) DIAL BEN/(800) 342-5236 OR VISIT franklintempleton.com. INVESTORS SHOULD CAREFULLY CONSIDER A FUND'S INVESTMENT GOALS, RISKS, CHARGES AND EXPENSES BEFORE INVESTING. THE PROSPECTUS CONTAINS THIS AND OTHER INFORMATION. PLEASE CAREFULLY READ THE PROSPECTUS BEFORE INVESTING. TO ENSURE THE HIGHEST QUALITY OF SERVICE, WE MAY MONITOR, RECORD AND ACCESS TELEPHONE CALLS TO OR FROM OUR SERVICE DEPARTMENTS. THESE CALLS CAN BE IDENTIFIED BY THE PRESENCE OF A REGULAR BEEPING TONE. FRANKLIN TEMPLETON FUNDS VALUE Franklin All Cap Value Fund Franklin Balance Sheet Investment Fund Franklin Large Cap Value Fund Franklin MicroCap Value Fund(1) Franklin MidCap Value Fund Franklin Small Cap Value Fund Mutual Beacon Fund Mutual Qualified Fund Mutual Recovery Fund(2) Mutual Shares Fund BLEND Franklin Focused Core Equity Fund Franklin Large Cap Equity Fund Franklin Rising Dividends Fund GROWTH Franklin Capital Growth Fund(1) Franklin Flex Cap Growth Fund Franklin Growth Fund Franklin Growth Opportunities Fund(3) Franklin Small Cap Growth Fund(4) Franklin Small-Mid Cap Growth Fund SECTOR Franklin Biotechnology Discovery Fund Franklin DynaTech Fund Franklin Global Real Estate Fund Franklin Gold and Precious Metals Fund Franklin Natural Resources Fund Franklin Real Estate Securities Fund Franklin Utilities Fund Mutual Financial Services Fund GLOBAL Mutual Discovery Fund Templeton Global Long-Short Fund Templeton Global Opportunities Trust Templeton Global Smaller Companies Fund Templeton Growth Fund Templeton World Fund INTERNATIONAL Franklin India Growth Fund Franklin International Growth Fund Franklin International Small Cap Growth Fund Mutual European Fund Templeton BRIC Fund Templeton China World Fund Templeton Developing Markets Trust Templeton Emerging Markets Small Cap Fund Templeton Foreign Fund Templeton Foreign Smaller Companies Fund Templeton Frontier Markets Fund HYBRID Franklin Balanced Fund Franklin Convertible Securities Fund Franklin Equity Income Fund Franklin Income Fund Templeton Income Fund ASSET ALLOCATION Franklin Templeton Corefolio(R) Allocation Fund Franklin Templeton Founding Funds Allocation Fund Franklin Templeton Perspectives Allocation Fund Franklin Templeton Conservative Target Fund Franklin Templeton Growth Target Fund Franklin Templeton Moderate Target Fund Franklin Templeton 2015 Retirement Target Fund Franklin Templeton 2025 Retirement Target Fund Franklin Templeton 2035 Retirement Target Fund Franklin Templeton 2045 Retirement Target Fund FIXED INCOME Franklin Adjustable U.S. Government Securities Fund(5) Franklin Floating Rate Daily Access Fund Franklin High Income Fund Franklin Limited Maturity U.S. Government Securities Fund(5) Franklin Low Duration Total Return Fund Franklin Real Return Fund Franklin Strategic Income Fund Franklin Strategic Mortgage Portfolio Franklin Templeton Hard Currency Fund Franklin Total Return Fund Franklin U.S. Government Securities Fund(5) Templeton Global Bond Fund Templeton Global Total Return Fund Templeton International Bond Fund TAX-FREE INCOME(6) NATIONAL FUNDS Double Tax-Free Income Fund Federal Tax-Free Income Fund High Yield Tax-Free Income Fund Insured Tax-Free Income Fund(7) LIMITED-/INTERMEDIATE-TERM FUNDS California Intermediate-Term Tax-Free Income Fund Federal Intermediate-Term Tax-Free Income Fund Federal Limited-Term Tax-Free Income Fund New York Intermediate-Term Tax-Free Income Fund STATE-SPECIFIC Alabama Arizona California(8) Colorado Connecticut Florida Georgia Kentucky Louisiana Maryland Massachusetts(7) Michigan(7) Minnesota(7) Missouri New Jersey New York(8) North Carolina Ohio(7) Oregon Pennsylvania Tennessee Virginia INSURANCE FUNDS Franklin Templeton Variable Insurance Products Trust(9) (1.) The fund is closed to new investors. Existing shareholders and select retirement plans can continue adding to their accounts. (2.) The fund is a continuously offered, closed-end fund. Shares may be purchased daily; there is no daily redemption. However, each quarter, pending board approval, the fund will authorize the repurchase of 5%-25% of the outstanding number of shares. Investors may tender all or a portion of their shares during the tender period. (3.) Effective 11/1/07, Franklin Aggressive Growth Fund changed its name to Franklin Growth Opportunities Fund. The fund's investment goal and strategy remained the same. (4.) Effective 3/31/08, Franklin Small Cap Growth Fund II changed its name to Franklin Small Cap Growth Fund. The fund's investment goal and strategy remained the same. (5.) An investment in the fund is neither insured nor guaranteed by the U.S. government or by any other entity or institution. (6.) For investors subject to the alternative minimum tax, a small portion of fund dividends may be taxable. Distributions of capital gains are generally taxable. (7.) The fund invests primarily in insured municipal securities. (8.) These funds are available in four or more variations, including long-term portfolios, intermediate-term portfolios, portfolios of insured securities, a high-yield portfolio (CA only) and money market portfolios. (9.) The funds of the Franklin Templeton Variable Insurance Products Trust are generally available only through insurance company variable contracts. 12/08 Not part of the annual report (FRANKLIN TEMPLETON INVESTMENTS(R) LOGO) One Franklin Parkway San Mateo, CA 94403-1906 - - 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 INVESTORS SECURITIES TRUST INVESTMENT MANAGER Franklin Advisers, Inc. DISTRIBUTOR Franklin Templeton Distributors, Inc. (800) DIAL BEN(R) franklintempleton.com SHAREHOLDER SERVICES (800) 632-2301 Authorized for distribution only when accompanied or preceded by a prospectus. Investors should carefully consider a fund's investment goals, risks, charges and expenses before investing. The prospectus contains this and other information; please read it carefully before investing. To ensure the highest quality of service, telephone calls to or from our service departments may be monitored, recorded and accessed. These calls can be identified by the presence of a regular beeping tone. FIST1 A2008 12/08 OCTOBER 31, 2008 Franklin Adjustable U.S. Government Securities Fund Franklin Floating Rate Daily Access Fund Franklin Low Duration Total Return Fund Franklin Total Return Fund ANNUAL REPORT AND SHAREHOLDER LETTER FIXED INCOME FRANKLIN INVESTORS SECURITIES TRUST WANT TO RECEIVE THIS DOCUMENT FASTER VIA EMAIL? Eligible shareholders can sign up for eDelivery at franklintempleton.com. See inside for details. (GRAPHIC) (FRANKLIN TEMPLETON INVESTMENTS(R) LOGO) FRANKLIN - Templeton - Mutual Series Franklin Templeton Investments GAIN FROM OUR PERSPECTIVE(R) Franklin Templeton's distinct multi-manager structure combines the specialized expertise of three world-class investment management groups-- Franklin, Templeton and Mutual Series. SPECIALIZED EXPERTISE Each of our portfolio management groups operates autonomously, relying on its own research and staying true to the unique investment disciplines that underlie its success. FRANKLIN. Founded in 1947, Franklin is a recognized leader in fixed income investing and also brings expertise in growth- and value-style U.S. equity investing. TEMPLETON. Founded in 1940, Templeton pioneered international investing and, in 1954, launched what has become the industry's oldest global fund. Today, with offices in over 25 countries, Templeton offers investors a truly global perspective. MUTUAL SERIES. Founded in 1949, Mutual Series is dedicated to a unique style of value investing, searching aggressively for opportunity among what it believes are undervalued stocks, as well as arbitrage situations and distressed securities. TRUE DIVERSIFICATION Because our management groups work independently and adhere to different investment approaches, Franklin, Templeton and Mutual Series funds typically have distinct portfolios. That's why our funds can be used to build truly diversified allocation plans covering every major asset class. RELIABILITY YOU CAN TRUST At Franklin Templeton Investments, we seek to consistently provide investors with exceptional risk-adjusted returns over the long term, as well as the reliable, accurate and personal service that has helped us become one of the most trusted names in financial services. MUTUAL FUNDS | RETIREMENT PLANS | 529 COLLEGE SAVINGS PLANS | SEPARATE ACCOUNTS (GRAPHIC) Not part of the annual report Contents CEO'S MESSAGE ............................................................ 1 ANNUAL REPORT Economic and Market Overview ............................................. 4 Franklin Adjustable U.S. Government Securities Fund ...................... 6 Franklin Floating Rate Daily Access Fund ................................. 16 Franklin Low Duration Total Return Fund .................................. 29 Franklin Total Return Fund ............................................... 38 Financial Highlights and Statements of Investments ....................... 51 Financial Statements ..................................................... 106 Notes to Financial Statements ............................................ 111 Report of Independent Registered Public Accounting Firm .................. 134 Tax Designation .......................................................... 135 Board Members and Officers ............................................... 136 Shareholder Information .................................................. 141 A Message from Gregory E. Johnson, President and Chief Executive Officer of Franklin Resources, Inc. October 31, 2008 Dear Shareholder: The enclosed annual report for Franklin Investors Securities Trust covers the 12 months ended October 31, 2008, and I would like to add some comments on market events during this time. Recent market volatility has been jarring to everyone, including those of us who have worked in financial markets for many years. Bank lending around the world seized up, and the fallout impacted venerable firms alongside broader stock and bond indexes. This environment is bound to provoke great concern, but it's equally important to put the latest market developments in perspective. That's why I'd like to offer a few thoughts on these events, our company's approach to investing and the strong health of our organization. A key point to recognize is that global financial turmoil is being addressed by global action. Central banks around the world have coordinated their efforts to cut interest rates and supply liquidity to frozen funding markets. A number of governments have also intervened to rescue major financial institutions or find an orderly way for them to be acquired. Here in the U.S., the Federal Sign up for EDELIVERY of your Shareholder Report Shareholders who are registered at franklintempleton.com can receive this report via email by selecting eDelivery options under "My Profile." Not all accounts are eligible for eDelivery. NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE Not part of the annual report | 1 Reserve and Treasury Department have moved rapidly to establish new programs for easing money market pressures and handling troubled financial assets. The outcome of all these efforts may take a while to be realized, but I believe the latest actions here and abroad mark a significant turning point for global capital markets. It's also important to remember that as daunting as current market conditions may be, we have navigated through other periods of market volatility. U.S. stock markets recorded three bear markets during the 1960s as the nation grappled with the Vietnam War and a turbulent economy.(1) The quintupling of oil prices in 1973 led to a deep U.S. recession and a stock market plunge of 45.1% from January 1973 through December 1974.(1) And the "Black Monday" stock market crash of 1987 remains the largest single-day percentage decline in the history of the Dow Jones Industrial Average.(2) Advice applicable throughout these upheavals remains true today. The late Sir John Templeton, writing 15 years ago, ended a list of his core investment principles with these thoughts: "Do not be fearful or negative too often. . . . For 100 years optimists have carried the day in U.S. stocks. Even in the dark '70s, many professional money managers -- and many individual investors too -- made money in stocks . . . . In this century or the next it's still 'Buy low, sell high.'"(3) Sir John knew these simple concepts were difficult to execute in the face of pessimism. Nonetheless, that is precisely how our Franklin, Templeton and Mutual Series portfolio managers are contending with today's challenging environment. They are using their expertise to sort through investment opportunities, avoiding those firms that have become merely cheap and identifying those firms best positioned to be eventual winners. This kind of rigorous, bottom-up, security-by-security analysis is the fundamental investment discipline practiced across our global platform. These asset management strengths are also the core of our business. Unlike financial firms that have dominated recent headlines, Franklin Templeton derives its revenue primarily from investment management, not investment banking or securities brokerage. Additionally, our assets under management are diversified by investment objective, clientele and geographic region. Diversified positioning helps our firm maintain healthy operating margins (1.) Source: Ned Davis Research, Inc. (2.) Source: NYSE Euronext. The Dow Jones Industrial Average is price weighted based on the average market price of 30 blue chip stocks of companies that are generally industry leaders. (3.) Source: "16 Rules for Investment Success" by Sir John Templeton. 2 | Not part of the annual report even when volatile markets reduce assets under management. It is also important to note that maintaining a strong balance sheet has been a pillar of our management strategy. We have a substantial pool of cash and investments and low levels of debt, and we are in the enviable position of not having to depend on credit to meet our operating needs. In fact, our strong franchise, sound capitalization and minimal leverage recently led Standard & Poor's to raise its credit ratings on Franklin Resources, Inc. (BEN) to the highest level currently applied to a publicly traded asset manager.(4) Franklin Templeton's six-decade growth into a premier global asset manager has given us the conviction that although conditions remain challenging, there are ample reasons to be optimistic about eventual market stabilization and recovery. Being able to take advantage of markets shaken by maximum pessimism has helped our firm develop into an organization that stretches across 29 countries and manages assets for more than 20 million shareholder accounts. In the enclosed annual report for Franklin Investors Securities Trust, the portfolio managers discuss market conditions, investment decisions and Fund performance during the 12 months ended October 31, 2008. The report contains additional performance data and financial information. Our website, FRANKLINTEMPLETON.COM, offers more timely discussions, daily prices, portfolio holdings and other information. We encourage you to discuss your concerns with your financial advisor, who can review your overall portfolio, reassess your goals and help you stay focused on the long term. As times like these illustrate, all securities markets fluctuate, as do fund share prices. We are grateful for the trust you have placed in Franklin Templeton and remain focused on serving your investment needs. Sincerely, /s/ Gregory E. Johnson Gregory E. Johnson President and Chief Executive Officer Franklin Resources, Inc. THIS LETTER REFLECTS OUR ANALYSIS AND OPINIONS AS OF OCTOBER 31, 2008. THE INFORMATION IS NOT A COMPLETE ANALYSIS OF EVERY ASPECT OF ANY MARKET, COUNTRY, INDUSTRY, SECURITY OR FUND. STATEMENTS OF FACT ARE FROM SOURCES CONSIDERED RELIABLE. (4.) Source: Standard & Poor's press release, 10/6/08. Not part of the annual report | 3 Annual Report Economic and Market Overview The events that unfolded during the Funds' fiscal year brought extraordinary volatility and uncertainty to financial markets. Credit market turmoil led to significant losses and writedowns by financial institutions, reduced credit availability and a general global repricing of risk. The credit contraction, continued weakness in the housing market, and significant declines in consumer confidence and consumer spending resulted in a weak and deteriorating economic climate. Job losses mounted and the unemployment rate rose to 6.5% during the reporting period.(1) These factors as well as upward inflationary pressures from a weak U.S. dollar and high food, energy and commodity prices burdened the overall economy for much of the reporting period. The economy contracted in the fourth quarter of 2007, registering a -0.2% annualized growth rate before staging a modest recovery in the first half of 2008. Gross domestic product (GDP) grew at 0.9% and 2.8% annualized rates in the first and second quarters of 2008 largely due to rising exports and increased government spending. However, as the financial turmoil intensified in the third quarter, GDP fell an estimated annualized 0.5%. Oil prices soared to a record high in July, rising above $145 per barrel, before dramatically retreating to $68 by period-end. Many other commodities such as agricultural products and precious and base metals followed similar trends. Although inflation fell late in the review period, it rose 3.7% for the fiscal year, largely due to higher food and energy costs.(1) Core inflation, which excludes such costs, rose at a more moderate 2.2% annual rate; however, this level was above the Federal Reserve Board's (Fed's) informal target range of 1.5%-2.0%.(1) The core personal consumption expenditures price index reported a 12-month increase of 2.1%.(2) (1.) Source: Bureau of Labor Statistics. (2.) Source: Bureau of Economic Analysis. 4 | Annual Report Amid a series of events that included massive government intervention, bank and financial institution failures, and emergency funding, the Fed was focused primarily on restoring liquidity and confidence to unsettled financial markets. The Fed hoped to stimulate the sagging economy by cutting interest rates seven times over the 12-month period, bringing the federal funds target rate to 1.00%. It also implemented a series of unconventional measures aimed at easing strained credit conditions that included a $700 billion bailout plan that would allow the U.S. Treasury to purchase bad debt from troubled financial institutions. Volatility remained high throughout the reporting period but intensified in September as stocks fluctuated wildly and Treasury prices soared. Panicked investors drove the yield on the three-month Treasury bill to a multi-decade low, and LIBOR (London Interbank Offered Rate) rates, which banks charge one another for loans, jumped to record highs. Fixed income spreads generally widened relative to Treasury yields over the period due to heightened market turbulence. Investors continued to seek the relative safety of short- and intermediate-term U.S. Treasury securities as Treasury yields declined and the yield curve steepened. Short-term, two- and five-year yields declined significantly, with the two-year bill yielding 1.56% at the end of October, down from 3.94% a year earlier. Over the same period, the 10-year U.S. Treasury note yield declined from 4.48% to 4.01%. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS AND OPINIONS AS OF OCTOBER 31, 2008. THE INFORMATION IS NOT A COMPLETE ANALYSIS OF EVERY ASPECT OF ANY MARKET, COUNTRY, INDUSTRY, SECURITY OR FUND. STATEMENTS OF FACT ARE FROM SOURCES CONSIDERED RELIABLE. Annual Report | 5 Franklin Adjustable U.S. Government Securities Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin Adjustable U.S. Government Securities Fund seeks to provide a high level of current income while providing lower volatility of principal than a fund that invests in fixed-rate securities by investing at least 80% of its net assets in adjustable-rate U.S. government mortgage securities, which are issued or guaranteed by the U.S. government, its agency or instrumentalities.(1) Some of the Fund's investments may include securities issued by government-sponsored entities, such as Fannie Mae and Freddie Mac.(2) PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. PLEASE VISIT FRANKLINTEMPLETON.COM OR CALL (800) 342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. PORTFOLIO BREAKDOWN Franklin Adjustable U.S. Government Securities Fund Based on Total Net Assets as of 10/31/08 (PIE CHART) Fannie Mae (FNMA) .............................. 55.5% Freddie Mac (FHLMC) ............................ 10.9% Ginnie Mae (GNMA) .............................. 3.6% Short-Term Investments & Other Net Assets ...... 30.0% This annual report for Franklin Adjustable U.S. Government Securities Fund covers the fiscal year ended October 31, 2008. PERFORMANCE OVERVIEW Franklin Adjustable U.S. Government Securities Fund - Class A posted a +4.06% cumulative total return for the 12 months under review. The Fund (1.) Securities owned by the Fund, but not shares of the Fund, are guaranteed by the U.S. government, its agencies or instrumentalities as to timely payment of principal and interest. (2.) Although U.S. government-sponsored entities may be chartered or sponsored by acts of Congress, their securities are neither issued nor guaranteed by the U.S. Treasury. Please see the Fund's prospectus for a detailed discussion regarding various levels of credit support for government agency or instrumentality securities. The Fund's yield and share price are not guaranteed and will vary with market conditions. 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 54. 6 | Annual Report DIVIDEND DISTRIBUTIONS* Franklin Adjustable U.S. Government Securities Fund 11/1/07-10/31/08 DIVIDEND PER SHARE ----------------------------------------------- MONTH CLASS A CLASS C ADVISOR CLASS** - --------- ------------- ------------- --------------- November 3.6679 cents 3.3487 cents -- December 3.6698 cents 3.3447 cents -- January 3.5282 cents 3.2430 cents -- February 3.3106 cents 3.0256 cents -- March 3.2449 cents 2.9418 cents -- April 3.1548 cents 2.8641 cents -- May 2.8484 cents 2.5679 cents 1.5455 cents June 2.9902 cents 2.6848 cents 3.1781 cents July 2.7922 cents 2.4885 cents 2.9825 cents August 2.5009 cents 2.2190 cents 2.6794 cents September 2.6797 cents 2.3615 cents 2.8759 cents October 2.0136 cents 1.7114 cents 2.2041 cents TOTAL 36.4012 CENTS 32.8010 CENTS 15.4655 CENTS * Assumes shares were purchased and held for the entire accrual period. Since dividends accrue daily, your actual distributions will vary depending on the date you purchased your shares and any account activity. All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. ** Effective 5/15/08, the Fund began offering Advisor Class shares. Please see the prospectus for details. underperformed its benchmark, the Barclays Capital (BC; formerly, Lehman Brothers) U.S. Government Index: 1-2 Year Component, which posted a +5.68% total return for the same period.(3) You can find the Fund's long-term performance data in the Performance Summary beginning on page 10. (3.) 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. The BC U.S. Government Index: 1-2 Year Component includes fixed-rate securities issued by the U.S. government with remaining maturity of one year up to, but not including, two years. Securities must have at least $250 million par amount outstanding and be rated investment grade. All issues included must be publicly issued, dollar denominated and nonconvertible. The index is unmanaged and includes reinvested interest. One cannot invest directly in an index, nor is an index representative of the Fund's portfolio. Annual Report | 7 INVESTMENT STRATEGY We employ a conservative investment strategy as we strive to produce solid performance in a variety of interest rate climates. We tend to invest in seasoned adjustable-rate mortgage (ARM) securities, which tend to prepay at slower rates than newer-production ARMs that have not been through previous refinancing cycles. We choose securities using a value-oriented approach, emphasizing the bonds' economic fundamentals in relation to comparable securities as well as their historical prepayment performance. MANAGER'S DISCUSSION The financial liquidity crisis affected the entire fixed income market including the mortgage and mortgage-related asset-backed securities markets. Even agency adjustable-rate mortgage-backed securities (MBS) were impacted by increased volatility in the interest rate markets. As risk and liquidity premiums increased, spreads on investment-grade sectors widened with U.S. agency MBS and hybrid adjustable-rate MBS underperforming equivalent U.S. Treasury securities. Consistent with our investment strategy, we continued to look for strong cash flow fundamentals and attractive valuations to uncover opportunities across the ARM universe. Although the Fund, which invests predominantly in Fannie Mae, Freddie Mac and Ginnie Mae ARM securities, underperformed shorter-maturity U.S. Treasury securities, many of its holdings were not as affected by the fixed income market's increased volatility as were their hybrid adjustable-rate MBS counterparts. 8 | Annual Report Thank you for your continued participation in Franklin Adjustable U.S. Government Securities Fund. We look forward to serving your future investment needs. (PHOTO OF T. ANTHONY COFFEY) /s/ T. Anthony Coffey T. Anthony Coffey, CFA (PHOTO OF PAUL VARUNOK) /s/ Paul Varunok Paul Varunok Portfolio Management Team Franklin Adjustable U.S. Government Securities Fund THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF OCTOBER 31, 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, COUNTRY, INDUSTRY, SECURITY OR THE FUND. STATEMENTS OF FACT ARE FROM SOURCES CONSIDERED RELIABLE, BUT THE INVESTMENT MANAGER MAKES NO REPRESENTATION OR WARRANTY AS TO THEIR COMPLETENESS OR ACCURACY. ALTHOUGH HISTORICAL PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, THESE INSIGHTS MAY HELP YOU UNDERSTAND OUR INVESTMENT MANAGEMENT PHILOSOPHY. Annual Report | 9 Performance Summary as of 10/31/08 FRANKLIN ADJUSTABLE U.S. GOVERNMENT SECURITIES 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: FISAX) CHANGE 10/31/08 10/31/07 - -------------------------------- ------ -------- -------- Net Asset Value (NAV) -$0.01 $8.86 $8.87 DISTRIBUTIONS (11/1/07-10/31/08) Dividend Income $0.364012 CLASS C (SYMBOL: FCSCX) CHANGE 10/31/08 10/31/07 - -------------------------------- ------ -------- -------- Net Asset Value (NAV) -$0.01 $8.86 $8.87 DISTRIBUTIONS (11/1/07-10/31/08) Dividend Income $0.328010 ADVISOR CLASS (SYMBOL: N/A) CHANGE 10/31/08 5/15/08 - -------------------------------- ------ -------- -------- Net Asset Value (NAV) -$0.01 $8.87 $8.88 DISTRIBUTIONS (5/15/08-10/31/08) Dividend Income $0.154655 10 | Annual Report Performance Summary (CONTINUED) PERFORMANCE CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURNS INCLUDE MAXIMUM SALES CHARGES. CLASS A: 2.25% MAXIMUM INITIAL SALES CHARGE; CLASS C: 1% CONTINGENT DEFERRED SALES CHARGE IN FIRST YEAR ONLY; ADVISOR CLASS: NO SALES CHARGES. CLASS A 1-YEAR 5-YEAR 10-YEAR - ------------------------------------- ------ ------ ------- Cumulative Total Return(1) +4.06% +17.65% +45.86% Average Annual Total Return(2) +1.76% +2.84% +3.61% Avg. Ann. Total Return (9/30/08)(3) +1.99% +2.77% +3.56% Distribution Rate(4) 2.60% 30-Day Standardized Yield(5) 2.58% Total Annual Operating Expenses(6) 0.93% CLASS C 1-YEAR 5-YEAR INCEPTION (7/1/03) - ------------------------------------- ------ ------ ----------------- Cumulative Total Return(1) +3.64% +15.34% +14.86% Average Annual Total Return(2) +2.64% +2.90% +2.63% Avg. Ann. Total Return (9/30/08)(3) +2.98% +2.83% +2.66% Distribution Rate(4) 2.26% 30-Day Standardized Yield(5) 2.24% Total Annual Operating Expenses(6) 1.33% ADVISOR CLASS(7) 1-YEAR 5-YEAR 10-YEAR - ------------------------------------- ------ ------ ------- Cumulative Total Return(1) +4.29% +17.91% +46.19% Average Annual Total Return(2) +4.29% +3.35% +3.87% Avg. Ann. Total Return (9/30/08)(3) +4.50% +3.28% +3.82% Distribution Rate(4) 2.91% 30-Day Standardized Yield(5) 2.88% Total Annual Operating Expenses(6) 0.68% PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. FOR MOST RECENT MONTH-END PERFORMANCE, SEE "FUNDS AND PERFORMANCE" AT FRANKLINTEMPLETON.COM OR CALL (800) 342-5236. Annual Report | 11 Performance Summary (CONTINUED) TOTAL RETURN INDEX COMPARISON FOR A HYPOTHETICAL $10,000 INVESTMENT Total return represents the change in value of an investment over the periods shown. It includes any current, applicable, maximum sales charge, Fund expenses, account fees and reinvested distributions. The unmanaged index includes reinvestment of any income or distributions. It differs from the Fund in composition and does not pay management fees or expenses. One cannot invest directly in an index. AVERAGE ANNUAL TOTAL RETURN CLASS A 10/31/08 - ------- -------- 1-Year +1.76% 5-Year +2.84% 10-Year +3.61% (PERFORMANCE GRAPH) CLASS A (11/1/98-10/31/08) FRANKLIN ADJUSTABLE U.S. GOVERNMENT BARCLAYS CAPITAL U.S. GOVERNMENT DATE SECURITIES FUND - CLASS A 1-2 YEAR INDEX - ---------- ----------------------------------- -------------------------------- 11/1/1998 $ 9,770 $10,000 11/30/1998 $ 9,756 $ 9,996 12/31/1998 $ 9,806 $10,035 1/31/1999 $ 9,857 $10,072 2/28/1999 $ 9,918 $10,046 3/31/1999 $ 9,948 $10,112 4/30/1999 $ 9,989 $10,146 5/31/1999 $10,019 $10,150 6/30/1999 $10,027 $10,181 7/31/1999 $10,056 $10,218 8/31/1999 $10,096 $10,245 9/30/1999 $10,135 $10,306 10/31/1999 $10,185 $10,338 11/30/1999 $10,213 $10,361 12/31/1999 $10,237 $10,377 1/31/2000 $10,288 $10,386 2/29/2000 $10,320 $10,454 3/31/2000 $10,374 $10,510 4/30/2000 $10,421 $10,543 5/31/2000 $10,446 $10,584 6/30/2000 $10,516 $10,685 7/31/2000 $10,575 $10,751 8/31/2000 $10,624 $10,824 9/30/2000 $10,696 $10,901 10/31/2000 $10,739 $10,956 11/30/2000 $10,818 $11,051 12/31/2000 $10,922 $11,172 1/31/2001 $10,989 $11,314 2/28/2001 $11,057 $11,381 3/31/2001 $11,149 $11,470 4/30/2001 $11,193 $11,511 5/31/2001 $11,262 $11,579 6/30/2001 $11,331 $11,617 7/31/2001 $11,388 $11,736 8/31/2001 $11,409 $11,802 9/30/2001 $11,487 $11,974 10/31/2001 $11,599 $12,081 11/30/2001 $11,619 $12,069 12/31/2001 $11,626 $12,092 1/31/2002 $11,658 $12,110 2/28/2002 $11,678 $12,161 3/31/2002 $11,713 $12,093 4/30/2002 $11,799 $12,221 5/31/2002 $11,790 $12,263 6/30/2002 $11,844 $12,362 7/31/2002 $11,894 $12,488 8/31/2002 $11,878 $12,521 9/30/2002 $11,951 $12,605 10/31/2002 $11,999 $12,637 11/30/2002 $11,998 $12,612 12/31/2002 $12,024 $12,712 1/31/2003 $12,031 $12,718 2/28/2003 $12,068 $12,762 3/31/2003 $12,104 $12,787 4/30/2003 $12,125 $12,809 5/31/2003 $12,157 $12,844 6/30/2003 $12,151 $12,867 7/31/2003 $12,092 $12,820 8/31/2003 $12,082 $12,831 9/30/2003 $12,144 $12,925 10/31/2003 $12,120 $12,889 11/30/2003 $12,136 $12,889 12/31/2003 $12,171 $12,953 1/31/2004 $12,203 $12,977 2/29/2004 $12,234 $13,030 3/31/2004 $12,282 $13,059 4/30/2004 $12,232 $12,968 5/31/2004 $12,231 $12,959 6/30/2004 $12,237 $12,955 7/31/2004 $12,294 $12,998 8/31/2004 $12,324 $13,074 9/30/2004 $12,340 $13,064 10/31/2004 $12,354 $13,100 11/30/2004 $12,359 $13,049 12/31/2004 $12,389 $13,071 1/31/2005 $12,406 $13,074 2/28/2005 $12,452 $13,057 3/31/2005 $12,456 $13,059 4/30/2005 $12,488 $13,126 5/31/2005 $12,523 $13,172 6/30/2005 $12,543 $13,196 7/31/2005 $12,521 $13,176 8/31/2005 $12,587 $13,249 9/30/2005 $12,583 $13,228 10/31/2005 $12,579 $13,234 11/30/2005 $12,619 $13,275 12/31/2005 $12,645 $13,324 1/31/2006 $12,673 $13,353 2/28/2006 $12,717 $13,374 3/31/2006 $12,747 $13,398 4/30/2006 $12,759 $13,444 5/31/2006 $12,794 $13,470 6/30/2006 $12,826 $13,498 7/31/2006 $12,902 $13,589 8/31/2006 $12,965 $13,674 9/30/2006 $13,013 $13,741 10/31/2006 $13,051 $13,798 11/30/2006 $13,134 $13,863 12/31/2006 $13,169 $13,881 1/31/2007 $13,212 $13,918 2/28/2007 $13,268 $14,013 3/31/2007 $13,321 $14,066 4/30/2007 $13,393 $14,114 5/31/2007 $13,403 $14,124 6/30/2007 $13,458 $14,188 7/31/2007 $13,502 $14,290 8/31/2007 $13,558 $14,412 9/30/2007 $13,657 $14,510 10/31/2007 $13,702 $14,566 11/30/2007 $13,790 $14,760 12/31/2007 $13,831 $14,803 1/31/2008 $13,948 $15,030 2/29/2008 $14,000 $15,158 3/31/2008 $14,035 $15,194 4/30/2008 $14,054 $15,107 5/31/2008 $14,067 $15,078 6/30/2008 $14,114 $15,117 7/31/2008 $14,143 $15,170 8/31/2008 $14,199 $15,225 9/30/2008 $14,242 $15,294 10/31/2008 $14,251 $15,393 AVERAGE ANNUAL TOTAL RETURN CLASS C 10/31/08 - ------- -------- 1-Year +2.64% 5-Year +2.90% Since Inception (7/1/03) +2.63% (PERFORMANCE GRAPH) CLASS C (7/1/03-10/31/08) FRANKLIN ADJUSTABLE U.S. GOVERNMENT BARCLAYS CAPITAL U.S. GOVERNMENT DATE SECURITIES FUND - CLASS C 1-2 YEAR INDEX - ---------- ----------------------------------- -------------------------------- 7/1/2003 $10,000 $10,000 7/31/2003 $ 9,946 $ 9,963 8/31/2003 $ 9,924 $ 9,972 9/30/2003 $ 9,981 $10,045 10/31/2003 $ 9,958 $10,017 11/30/2003 $ 9,958 $10,017 12/31/2003 $ 9,993 $10,067 1/31/2004 $10,005 $10,085 2/29/2004 $10,028 $10,127 3/31/2004 $10,063 $10,149 4/30/2004 $10,030 $10,078 5/31/2004 $10,015 $10,071 6/30/2004 $10,027 $10,068 7/31/2004 $10,059 $10,102 8/31/2004 $10,091 $10,160 9/30/2004 $10,101 $10,153 10/31/2004 $10,098 $10,181 11/30/2004 $10,110 $10,141 12/31/2004 $10,131 $10,159 1/31/2005 $10,141 $10,161 2/28/2005 $10,176 $10,148 3/31/2005 $10,176 $10,149 4/30/2005 $10,187 $10,201 5/31/2005 $10,212 $10,237 6/30/2005 $10,226 $10,256 7/31/2005 $10,205 $10,240 8/31/2005 $10,256 $10,296 9/30/2005 $10,249 $10,280 10/31/2005 $10,243 $10,285 11/30/2005 $10,272 $10,317 12/31/2005 $10,301 $10,355 1/31/2006 $10,321 $10,377 2/28/2006 $10,342 $10,394 3/31/2006 $10,363 $10,412 4/30/2006 $10,382 $10,449 5/31/2006 $10,406 $10,469 6/30/2006 $10,418 $10,490 7/31/2006 $10,476 $10,561 8/31/2006 $10,524 $10,627 9/30/2006 $10,559 $10,679 10/31/2006 $10,599 $10,723 11/30/2006 $10,650 $10,774 12/31/2006 $10,687 $10,788 1/31/2007 $10,706 $10,817 2/28/2007 $10,748 $10,890 3/31/2007 $10,799 $10,931 4/30/2007 $10,842 $10,969 5/31/2007 $10,859 $10,977 6/30/2007 $10,888 $11,027 7/31/2007 $10,932 $11,106 8/31/2007 $10,973 $11,201 9/30/2007 $11,037 $11,277 10/31/2007 $11,082 $11,320 11/30/2007 $11,149 $11,471 12/31/2007 $11,166 $11,504 1/31/2008 $11,257 $11,681 2/29/2008 $11,295 $11,780 3/31/2008 $11,333 $11,808 4/30/2008 $11,331 $11,741 5/31/2008 $11,351 $11,718 6/30/2008 $11,385 $11,748 7/31/2008 $11,404 $11,790 8/31/2008 $11,433 $11,832 9/30/2008 $11,476 $11,886 10/31/2008 $11,486 $11,963 12 | Annual Report Performance Summary (CONTINUED) (PERFORMANCE GRAPH) ADVISOR CLASS (11/1/98-10/31/08)(7) FRANKLIN ADJUSTABLE U.S. GOVERNMENT BARCLAYS CAPITAL U.S. GOVERNMENT DATE SECURITIES FUND - ADVISOR CLASS 1-2 YEAR INDEX - ---------- ----------------------------------- -------------------------------- 11/1/1998 $10,000 $10,000 11/30/1998 $ 9,985 $ 9,996 12/31/1998 $10,037 $10,035 1/31/1999 $10,089 $10,072 2/28/1999 $10,152 $10,046 3/31/1999 $10,182 $10,112 4/30/1999 $10,224 $10,146 5/31/1999 $10,254 $10,150 6/30/1999 $10,263 $10,181 7/31/1999 $10,293 $10,218 8/31/1999 $10,333 $10,245 9/30/1999 $10,373 $10,306 10/31/1999 $10,424 $10,338 11/30/1999 $10,454 $10,361 12/31/1999 $10,477 $10,377 1/31/2000 $10,529 $10,386 2/29/2000 $10,562 $10,454 3/31/2000 $10,618 $10,510 4/30/2000 $10,666 $10,543 5/31/2000 $10,692 $10,584 6/30/2000 $10,763 $10,685 7/31/2000 $10,824 $10,751 8/31/2000 $10,874 $10,824 9/30/2000 $10,948 $10,901 10/31/2000 $10,991 $10,956 11/30/2000 $11,072 $11,051 12/31/2000 $11,179 $11,172 1/31/2001 $11,248 $11,314 2/28/2001 $11,317 $11,381 3/31/2001 $11,411 $11,470 4/30/2001 $11,456 $11,511 5/31/2001 $11,527 $11,579 6/30/2001 $11,597 $11,617 7/31/2001 $11,656 $11,736 8/31/2001 $11,678 $11,802 9/30/2001 $11,757 $11,974 10/31/2001 $11,872 $12,081 11/30/2001 $11,892 $12,069 12/31/2001 $11,899 $12,092 1/31/2002 $11,932 $12,110 2/28/2002 $11,953 $12,161 3/31/2002 $11,989 $12,093 4/30/2002 $12,076 $12,221 5/31/2002 $12,067 $12,263 6/30/2002 $12,122 $12,362 7/31/2002 $12,174 $12,488 8/31/2002 $12,157 $12,521 9/30/2002 $12,232 $12,605 10/31/2002 $12,281 $12,637 11/30/2002 $12,280 $12,612 12/31/2002 $12,306 $12,712 1/31/2003 $12,314 $12,718 2/28/2003 $12,351 $12,762 3/31/2003 $12,388 $12,787 4/30/2003 $12,410 $12,809 5/31/2003 $12,443 $12,844 6/30/2003 $12,437 $12,867 7/31/2003 $12,376 $12,820 8/31/2003 $12,366 $12,831 9/30/2003 $12,429 $12,925 10/31/2003 $12,404 $12,889 11/30/2003 $12,422 $12,889 12/31/2003 $12,457 $12,953 1/31/2004 $12,490 $12,977 2/29/2004 $12,522 $13,030 3/31/2004 $12,571 $13,059 4/30/2004 $12,520 $12,968 5/31/2004 $12,519 $12,959 6/30/2004 $12,525 $12,955 7/31/2004 $12,583 $12,998 8/31/2004 $12,614 $13,074 9/30/2004 $12,630 $13,064 10/31/2004 $12,645 $13,100 11/30/2004 $12,650 $13,049 12/31/2004 $12,681 $13,071 1/31/2005 $12,698 $13,074 2/28/2005 $12,744 $13,057 3/31/2005 $12,749 $13,059 4/30/2005 $12,782 $13,126 5/31/2005 $12,817 $13,172 6/30/2005 $12,838 $13,196 7/31/2005 $12,815 $13,176 8/31/2005 $12,883 $13,249 9/30/2005 $12,879 $13,228 10/31/2005 $12,875 $13,234 11/30/2005 $12,916 $13,275 12/31/2005 $12,942 $13,324 1/31/2006 $12,971 $13,353 2/28/2006 $13,016 $13,374 3/31/2006 $13,046 $13,398 4/30/2006 $13,059 $13,444 5/31/2006 $13,094 $13,470 6/30/2006 $13,128 $13,498 7/31/2006 $13,206 $13,589 8/31/2006 $13,270 $13,674 9/30/2006 $13,319 $13,741 10/31/2006 $13,358 $13,798 11/30/2006 $13,442 $13,863 12/31/2006 $13,479 $13,881 1/31/2007 $13,522 $13,918 2/28/2007 $13,579 $14,013 3/31/2007 $13,634 $14,066 4/30/2007 $13,707 $14,114 5/31/2007 $13,718 $14,124 6/30/2007 $13,775 $14,188 7/31/2007 $13,820 $14,290 8/31/2007 $13,877 $14,412 9/30/2007 $13,978 $14,510 10/31/2007 $14,024 $14,566 11/30/2007 $14,114 $14,760 12/31/2007 $14,156 $14,803 1/31/2008 $14,276 $15,030 2/29/2008 $14,329 $15,158 3/31/2008 $14,365 $15,194 4/30/2008 $14,384 $15,107 5/31/2008 $14,414 $15,078 6/30/2008 $14,465 $15,117 7/31/2008 $14,498 $15,170 8/31/2008 $14,558 $15,225 9/30/2008 $14,605 $15,294 10/31/2008 $14,619 $15,393 AVERAGE ANNUAL TOTAL RETURN ADVISOR CLASS(7) 10/31/08 - ---------------- -------- 1-Year +4.29% 5-Year +3.35% 10-Year +3.87% ENDNOTES INTEREST RATE MOVEMENTS, UNSCHEDULED MORTGAGE PREPAYMENTS AND OTHER RISK FACTORS WILL AFFECT THE FUND'S SHARE PRICE AND YIELD. BOND PRICES GENERALLY MOVE IN THE OPPOSITE DIRECTION OF INTEREST RATES. THUS, AS PRICES OF BONDS IN THE FUND ADJUST TO A RISE IN INTEREST RATES, THE FUND'S SHARE PRICE MAY DECLINE. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. CLASS C: Prior to 1/1/04, these shares were offered with an initial sales charge; thus actual total returns would have differed. These shares have higher annual fees and expenses than Class A shares. ADVISOR CLASS: Shares are available to certain eligible investors as described in the prospectus. 1. Cumulative total return represents the change in value of an investment over the periods indicated. 2. Average annual total return represents the average annual change in value of an investment over the periods indicated. 3. In accordance with SEC rules, we provide standardized average annual total return information through the latest calendar quarter. 4. Distribution rate is based on an annualization of the sum of the respective class's past 30 days' daily distributions and the maximum offering price (NAV for Classes C and Advisor) per share on 10/31/08. 5. Yield, calculated as required by the SEC, is based on the earnings of the Fund's portfolio for the 30 days ended 10/31/08. 6. Figures are as stated in the Fund's prospectus current as of the date of this report. 7. Effective 5/15/08, the Fund began offering Advisor class shares, which do not have sales charges or a Rule 12b-1 plan. Performance quotations for this class reflect the following methods of calculation: (a) For periods prior to 5/15/08, a restated figure is used based upon the Fund's Class A performance, excluding the effect of Class A's maximum initial sales charge, but reflecting the effect of the Class A Rule 12b-1 fees; and (b) for periods after 5/14/08, actual Advisor Class performance is used reflecting all charges and fees applicable to that class. Since 5/15/08 (commencement of sales), the cumulative total return of Advisor Class shares was +1.64%. 8. Source: (C) 2008 Morningstar. The BC U.S. Government Index: 1-2 Year Component includes fixed rate securities issued by the U.S. government with remaining maturity of one year up to, but not including, two years. Securities must have at least $250 million par amount outstanding and be rated investment grade. All issues included must be publicly issued, dollar denominated and nonconvertible. Annual Report | 13 Your Fund's Expenses FRANKLIN ADJUSTABLE U.S. GOVERNMENT SECURITIES 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. 14 | Annual Report Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES 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 5/1/08 VALUE 10/31/08 PERIOD* 5/1/08-10/31/08 ----------------- -------------- ----------------------- CLASS A Actual $1,000 $1,014.50 $4.51 Hypothetical (5% return before expenses) $1,000 $1,020.66 $4.52 CLASS C Actual $1,000 $1,013.60 $6.53 Hypothetical (5% return before expenses) $1,000 $1,018.65 $6.55 ADVISOR CLASS Actual (5/15/08-10/31/08) $1,000 $1,016.40 $3.23 Hypothetical (5% return before expenses) $1,000 $1,021.92 $3.25 * Expenses are calculated using the most recent six-month expense ratio, annualized for each class (A: 0.89%; C: 1.29%; and Advisor: 0.65%;), multiplied by the average account value over the period, multiplied by 184/366 (Hypothetical for all share classes; Actual for Classes A and C) to reflect the one-half year period. For Actual Advisor Class expenses, the multiplier is 170/366 to reflect the number of days since inception. Annual Report | 15 Franklin Floating Rate Daily Access Fund YOUR FUND'S GOALS AND MAIN INVESTMENTS: Franklin Floating Rate Daily Access Fund seeks to provide a high level of current income and, secondarily, preservation of capital by investing at least 80% of its net assets in income-producing floating interest rate corporate loans and corporate debt securities. PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. PLEASE VISIT FRANKLINTEMPLETON.COM OR CALL (800) 342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. PORTFOLIO BREAKDOWN Franklin Floating Rate Daily Access Fund Based on Total Net Assets as of 10/31/08 (PIE CHART) Senior Floating Rate Interests ............. 86.3% Short-Term Investments & Other Net Assets .. 13.7% This annual report for Franklin Floating Rate Daily Access Fund covers the fiscal year ended October 31, 2008. PERFORMANCE OVERVIEW Franklin Floating Rate Daily Access Fund - Class A had a -17.75% cumulative total return for the 12 months under review. The Fund performed better than its benchmark, the Credit Suisse (CS) Leveraged Loan Index, which had a -20.33% total return for the same period.(1) You can find the Fund's long-term performance data in the Performance Summary beginning on page 22. 1. 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. The CS Leveraged Loan Index is designed to mirror the investible universe of the $US-denominated leveraged loan market. The index is unmanaged and includes reinvested interest. One cannot invest directly in an index, nor is an index representative of the Fund's portfolio. 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 66. 16 | Annual Report SYNDICATED BANK LOAN MARKET OVERVIEW During the 12-month reporting period, the Federal Reserve Board aggressively cut the federal funds target rate by a total of 350 basis points, from 4.50% to 1.00%, including a 50 basis-point inter-meeting cut on October 8 as part of a global coordinated effort to restore confidence in financial markets, and another 50 basis-point cut as part of its regular meeting later in the month. Despite the significant reduction in the federal funds target rate during the Fund's fiscal year, the three-month LIBOR declined only 186 basis points, from 4.89% to 3.03%, as banks became reluctant to lend to one another. The 10-year Treasury bond yield fell from 4.48% to 4.01% over the same period. The bank loan market experienced the worst one-year period in its history, with a horrendous six-week period after Lehman Brothers went bankrupt in September and credit markets froze. What began with the subprime mortgage market collapse in July 2007 led to a repricing of risk in credit markets by September 2008, which then became a major global liquidity and credit crisis. The loan asset class experienced significantly increased volatility, with only a few pockets of strength in a mostly weak market. From mid-September, yield spreads widened to unprecedented levels and priced in significantly higher default rates going forward, mostly due to a severe technical imbalance that resulted from deleveraging by many accounts. At the beginning of the period, average secondary loan prices were about 96 cents on the dollar, remained volatile throughout the year, and fell to 87 cents in mid-September.(1) Since the Lehman Brothers bankruptcy, however, leveraged investors such as hedge funds were faced with redemptions, and other leveraged investment vehicles contended with market price triggers that forced them to sell loans, causing severe technical pressure. Subsequently, some mutual funds also sold loans to meet redemptions. As a result, loan prices plummeted to an all-time low of 66 cents on the dollar on October 15, before edging up slightly to end the period near 71 cents.(2, 3) During the last six weeks of the reporting period, secondary loan prices fell 18%, which was far worse than the volatile period in February when secondary loan prices fell to 86 cents, a previous low.(2, 3) As measured by the CS Leveraged Loan Index, the loan market experienced its worst two monthly declines since the index's inception in 1992. In September, the index had a -4.93% return, while October's return was -13.03%.(1) To put this in historical perspective, the previous two worst monthly returns for the CS Leveraged Loan Index were in September and October 2001 during the last recession when the index had returns of -1.91% and -1.57%.(1) (2.) Source: S&P Leveraged Commentary & Data. (3.) Source: Standard & Poor's. The S&P/LSTA Leveraged Loan Index covers more than 1,000 U.S. loan facilities and reflects the market-weighted performance of institutional leveraged loans based upon real-time market weightings, spreads and interest payments. WHAT ARE SYNDICATED BANK LOANS? Syndicated bank loans are typically floating rate loans to corporate borrowers made by a group, or syndicate, of banks and other lenders. A group of lenders provides capital to companies for varied purposes, such as merger and acquisition activity, leveraged buyouts or refinancings. Borrowing rates are generally pegged to an index, such as LIBOR, the London Interbank Offered Rate. Annual Report | 17 As a result of the record decline in secondary loan prices, the average discounted loan spread, as measured by the Standard & Poor's (S&P)/Loan Syndications and Trading Association (LSTA) Leveraged Loan Index, widened to approximately LIBOR plus 1,700 basis points (based on a three-year discount margin), far past any historical spreads in the past 10 years.(3) This suggested that the market priced in significantly higher default rates of 25%-40%, depending on recovery assumptions, and was in sharp contrast to the actual historical average 3.6% default rate (by number of issuers) during the period.(3) In the last economic downturn, the default rate peaked at 8% in 2000.(2, 3) Recently, loan defaults have generally been from smaller issuers, so the default rate by principal amount was less than 2%.(2, 3) Although defaults remained near historical averages, amendment activity increased throughout the Fund's fiscal year, which often has been a precursor for higher default rates. Through mid-September, there were 80 covenant-relief amendments, which represented 7.1% of the overall market.(2) Issuers who sought covenant relief paid considerably higher average yields and fees to compensate lenders. Thus far in 2008, overall new-issue volume was down significantly. For the 10 months through October, institutional new-issue volume was $67.8 billion, down 81% year-over-year.(2) Nevertheless, the market remained open to selective issuers. Overall, transactions had better pricing and structure, more favorable leverage ratios, higher equity contribution from sponsors for buyouts, and tighter financial covenants, all of which created opportunities for investors. As a result, secondary loan prices held up relatively well for many of the transactions completed in 2008. INVESTMENT STRATEGY We use a detailed credit analysis process to select corporate loan and corporate debt securities that meet our criteria. We conduct ongoing credit monitoring of our investments. To help manage the credit risk associated with investing in below-investment-grade securities, we diversify the Fund by investing in a large number of loans of companies that we have identified as having attractive risk/reward profiles, favorable capital structures, strong asset coverage and dominant market shares. This diversification potentially reduces credit risk by spreading assets across many different industries. 18 | Annual Report MANAGER'S DISCUSSION During the 12 months under review, the Fund performed better than the CS Leveraged Loan Index mainly due to our individual loan selection and higher credit quality focus, as BB-rated loans performed better than B-rated loans. Our lack of exposure to second-lien loans supported the Fund's relative performance, which was slightly offset by some of our industry weightings. From an industry perspective, an underweighted position in wireless communications had a negative impact on relative Fund performance, as a large merger and acquisition transaction between Verizon and Alltel Communications boosted industry valuations. An overweighted position in the broadcasting industry also detracted from relative results. Unfavorable advertising trends negatively affected broadcasting companies, especially those with a higher ratio of national compared to local advertising revenues, as did competition from new media. The Fund's relative performance benefited from an underweighted position in the retail industry. We avoided many of the highly leveraged retail loans structured with few maintenance covenants, and such loans fell out of favor during the period as consumer spending declined. In the cable and wireless video industry, an overweighted position contributed to relative results, as many such companies have a steady customer base and stable cash flow. The Fund's credit selection process helped us avoid many problem issues. Additionally, our credit monitoring process helped us sell a number of positions early, before some of them either experienced credit deterioration or defaulted, which helped relative performance. In fact, over the past four years, the Fund has not held any loans that have defaulted. We continued to position the Fund defensively, with a focus on higher credit quality loans, and companies we believed had adequate liquidity to withstand this tight credit market and weak economy, while holding on to some names that have been beaten up and offer tremendous upside. From the beginning of the reporting period through mid-September, we found what we believed were attractive opportunities in the new-issue market, which generally offered a better risk/reward profile. We also added to relatively defensive industries such as health care and food. With the decline in loan prices to all-time lows and discounted spreads at all-time wides, we believe attractive long-term opportunities remain and have selectively added to positions more recently in the secondary market. TOP 10 HOLDINGS Franklin Floating Rate Daily Access Fund 10/31/08 % OF TOTAL COMPANY SECTOR/INDUSTRY NET ASSETS - ----------------------------------------------- ---------- HCA Inc. 1.3% HEALTH CARE FACILITIES DaVita Inc. 1.3% HEALTH CARE SERVICES Community Health Systems Inc. 1.3% HEALTH CARE FACILITIES Idearc Inc. 1.3% PUBLISHING NRG Energy Inc. 1.2% INDEPENDENT POWER PRODUCERS & ENERGY TRADERS Georgia-Pacific LLC 1.2% PAPER PRODUCTS Oshkosh Truck Corp. 1.1% CONSTRUCTION & FARM MACHINERY & HEAVY TRUCKS CSC Holdings Inc. (Cablevision) 1.1% CABLE & SATELLITE Univision Communications Inc. 1.1% BROADCASTING Regal Cinemas Corp. 1.0% MOVIES & ENTERTAINMENT Annual Report | 19 DIVIDEND DISTRIBUTIONS* Franklin Floating Rate Daily Access Fund 11/1/07-10/31/08 DIVIDEND PER SHARE ------------------------------------------------------------- MONTH CLASS A CLASS B CLASS C ADVISOR CLASS - --------- ------------- ------------- ------------- ------------- November 4.7934 cents 4.1996 cents 4.4762 cents 5.0019 cents December 5.1500 cents 4.5764 cents 4.8230 cents 5.3566 cents January 5.0468 cents 4.4548 cents 4.7314 cents 5.2533 cents February 4.2778 cents 3.7416 cents 3.9895 cents 4.4551 cents March 4.1567 cents 3.5912 cents 3.8489 cents 4.3468 cents April 3.3567 cents 2.7797 cents 3.0985 cents 3.5451 cents May 3.1419 cents 2.5776 cents 2.8355 cents 3.3360 cents June 3.2229 cents 2.6440 cents 2.9123 cents 3.4332 cents July 3.3980 cents 2.7695 cents 3.1396 cents 3.5932 cents August 3.1667 cents 2.6029 cents 2.8791 cents 3.3423 cents September 3.6145 cents 3.0011 cents 3.3089 cents 3.8168 cents October 4.3206 cents 3.8105 cents 4.0604 cents 4.4902 cents ------------- ------------- ------------- ------------- TOTAL 47.6460 CENTS 40.7489 CENTS 44.1033 CENTS 49.9705 CENTS * Assumes shares were purchased and held for the entire accrual period. 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. In the health care industry, we invested in the loan that financed Fresenius SE's acquisition of APP Pharmaceuticals, which makes injectable drugs for use in hospitals and care facilities. We also invested in the loan to finance the Invitrogen and Applied Biosystems merger, which would combine the industry's leading consumables provider with the leading systems provider to create a global leader in biotechnology reagents and systems. We invested in these loan transactions based on the companies' stable cash flow generation and defensive product offerings amid a slowing economy. We also invested in the loan that funded the merger of The Wm. Wrigley Jr. Company and Mars. Wrigley, well known for its chewing gum, is the world's largest manufacturer and marketer of quality confectionery products. We invested in this loan primarily due to Wrigley's strong market position, historical operating performance and cash flow generation. Given Wrigley's brand strength, diverse product offering and geographic footprint, combined with strong ownership, we believed the company was well positioned to weather an economic downturn. 20 | Annual Report Thank you for your continued participation in Franklin Floating Rate Daily Access Fund. We look forward to serving your future investment needs. (PHOTO OF RICHARD S. HSU) /s/ Richard S. Hsu Richard S. Hsu, CFA (PHOTO OF MADELINE LAM) /s/ Madeline Lam Madeline Lam Portfolio Management Team Franklin Floating Rate Daily Access Fund THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF OCTOBER 31, 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, COUNTRY, INDUSTRY, SECURITY OR THE FUND. STATEMENTS OF FACT ARE FROM SOURCES CONSIDERED RELIABLE, BUT THE INVESTMENT MANAGER MAKES NO REPRESENTATION OR WARRANTY AS TO THEIR COMPLETENESS OR ACCURACY. ALTHOUGH HISTORICAL PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, THESE INSIGHTS MAY HELP YOU UNDERSTAND OUR INVESTMENT MANAGEMENT PHILOSOPHY. Annual Report | 21 Performance Summary as of 10/31/08 FRANKLIN FLOATING RATE DAILY ACCESS 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: FAFRX) CHANGE 10/31/08 10/31/07 - -------------------------------- ------ -------- -------- Net Asset Value (NAV) -$2.15 $7.66 $9.81 DISTRIBUTIONS (11/1/07-10/31/08) Dividend Income $0.476460 CLASS B (SYMBOL: FBFRX) CHANGE 10/31/08 10/31/07 - -------------------------------- ------ -------- -------- Net Asset Value (NAV) -$2.14 $7.66 $9.80 DISTRIBUTIONS (11/1/07-10/31/08) Dividend Income $0.407489 CLASS C (SYMBOL: FCFRX) CHANGE 10/31/08 10/31/07 - -------------------------------- ------ -------- -------- Net Asset Value (NAV) -$2.14 $7.67 $9.81 DISTRIBUTIONS (11/1/07-10/31/08) Dividend Income $0.441033 ADVISOR CLASS (SYMBOL: FDAAX) CHANGE 10/31/08 10/31/07 - -------------------------------- ------ -------- -------- Net Asset Value (NAV) -$2.15 $7.66 $9.81 DISTRIBUTIONS (11/1/07-10/31/08) Dividend Income $0.499705 22 | Annual Report Performance Summary (CONTINUED) PERFORMANCE CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURNS INCLUDE MAXIMUM SALES CHARGES. CLASS A: 2.25% MAXIMUM INITIAL SALES CHARGE; CLASS B: CONTINGENT DEFERRED SALES CHARGE (CDSC) DECLINING FROM 4% TO 1% OVER SIX YEARS, AND ELIMINATED THEREAFTER; CLASS C: 1% CDSC IN FIRST YEAR ONLY; ADVISOR CLASS: NO SALES CHARGES. CLASS A 1-YEAR 5-YEAR INCEPTION (5/1/01) - ------------------------------------- ------ ------ ------------------ Cumulative Total Return(1) -17.75% -2.41% +9.65% Average Annual Total Return(2) -19.64% -0.94% +0.93% Avg. Ann. Total Return (9/30/08)(3) -7.25% +1.89% +2.80% Distribution Rate(4) 6.51% 30-Day Standardized Yield(5) 10.69% Total Annual Operating Expenses(6) 0.95% CLASS B 1-YEAR 5-YEAR INCEPTION (5/1/01) - ------------------------------------- ------ ------ ------------------ Cumulative Total Return(1) -18.28% -5.79% +4.10% Average Annual Total Return(2) -21.41% -1.51% +0.54% Avg. Ann. Total Return (9/30/08)(3) -9.48% +1.29% +2.39% Distribution Rate(4) 5.88% 30-Day Standardized Yield(5) 10.13% Total Annual Operating Expenses(6) 1.67% CLASS C 1-YEAR 5-YEAR INCEPTION (5/1/01) - ------------------------------------- ------ ------ ------------------ Cumulative Total Return(1) -17.96% -4.20% +6.66% Average Annual Total Return(2) -18.74% -0.86% +0.86% Avg. Ann. Total Return (9/30/08)(3) -6.43% +1.95% +2.72% Distribution Rate(4) 6.25% 30-Day Standardized Yield(5) 10.51% Total Annual Operating Expenses(6) 1.35% ADVISOR CLASS 1-YEAR 5-YEAR INCEPTION (5/1/01) - ------------------------------------- ------ ------ ------------------ Cumulative Total Return(1) -17.54% -1.27% +11.71% Average Annual Total Return(2) -17.54% -0.26% +1.49% Avg. Ann. Total Return (9/30/08)(3) -4.83% +2.60% +3.37% Distribution Rate(4) 6.92% 30-Day Standardized Yield(5) 11.20% Total Annual Operating Expenses(6) 0.70% PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. FOR MOST RECENT MONTH-END PERFORMANCE, SEE "FUNDS AND PERFORMANCE" AT FRANKLINTEMPLETON.COM OR CALL (800) 342-5236. Annual Report | 23 Performance Summary (CONTINUED) TOTAL RETURN INDEX COMPARISON FOR A HYPOTHETICAL $10,000 INVESTMENT Total return represents the change in value of an investment over the periods shown. It includes any 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 (PERFORMANCE GRAPH) CLASS A 10/31/08 - ------------------------ -------- 1-Year -19.64% 5-Year -0.94% Since Inception (5/1/01) +0.93% FRANKLIN FLOATING RATE DAILY CREDIT SUISSE LEVERAGED CS Leveraged Loan Index TR DATE ACCESS FUND - CLASS A LOAN INDEX (%Total Return) - ---------------- ----------------------------- ------------------------ -------------------------- 5/1/2001 $ 9,775 $10,000 5/31/2001 $ 9,896 $10,120 1.19742900% 6/30/2001 $ 9,951 $10,132 0.11983100% 7/31/2001 $10,022 $10,158 0.25500400% 8/31/2001 $10,072 $10,239 0.80289700% 9/30/2001 $10,025 $10,043 -1.91334100% 10/31/2001 $10,015 $ 9,886 -1.56500700% 11/30/2001 $10,107 $10,042 1.57687800% 12/31/2001 $10,181 $10,146 1.03681500% 1/31/2002 $10,261 $10,202 0.54726200% 2/28/2002 $10,255 $10,163 -0.38028300% 3/31/2002 $10,333 $10,281 1.15863100% 4/30/2002 $10,395 $10,391 1.07062900% 5/31/2002 $10,443 $10,384 -0.06845600% 6/30/2002 $10,416 $10,227 -1.50513000% 7/31/2002 $10,279 $10,072 -1.51828800% 8/31/2002 $10,252 $10,043 -0.28868900% 9/30/2002 $10,259 $10,065 0.21502500% 10/31/2002 $10,202 $ 9,930 -1.34068400% 11/30/2002 $10,271 $10,100 1.71915300% 12/31/2002 $10,382 $10,259 1.57397800% 1/31/2003 $10,440 $10,398 1.35345000% 2/28/2003 $10,485 $10,452 0.52024300% 3/31/2003 $10,533 $10,486 0.32284100% 4/30/2003 $10,612 $10,634 1.41165800% 5/31/2003 $10,692 $10,777 1.34020900% 6/30/2003 $10,783 $10,929 1.41273200% 7/31/2003 $10,830 $11,003 0.68311400% 8/31/2003 $10,868 $11,027 0.21371500% 9/30/2003 $10,922 $11,138 1.00303600% 10/31/2003 $10,984 $11,238 0.89835700% 11/30/2003 $11,023 $11,319 0.72772000% 12/31/2003 $11,065 $11,389 0.61800900% 1/31/2004 $11,115 $11,508 1.04228500% 2/29/2004 $11,150 $11,544 0.30810800% 3/31/2004 $11,188 $11,591 0.41258300% 4/30/2004 $11,225 $11,644 0.45953200% 5/31/2004 $11,225 $11,671 0.22428300% 6/30/2004 $11,282 $11,745 0.64040800% 7/31/2004 $11,316 $11,786 0.34425100% 8/31/2004 $11,332 $11,804 0.15763100% 9/30/2004 $11,358 $11,849 0.37907300% 10/31/2004 $11,408 $11,908 0.49523500% 11/30/2004 $11,439 $11,973 0.54581800% 12/31/2004 $11,472 $12,028 0.45835400% 1/31/2005 $11,508 $12,090 0.51741500% 2/28/2005 $11,565 $12,160 0.58200900% 3/31/2005 $11,603 $12,222 0.51041900% 4/30/2005 $11,606 $12,232 0.08221300% 5/31/2005 $11,614 $12,243 0.08456600% 6/30/2005 $11,678 $12,325 0.66965400% 7/31/2005 $11,743 $12,421 0.78062700% 8/31/2005 $11,792 $12,507 0.69611200% 9/30/2005 $11,838 $12,566 0.47005600% 10/31/2005 $11,865 $12,606 0.32011600% 11/30/2005 $11,903 $12,648 0.33089100% 12/31/2005 $11,954 $12,712 0.50322200% 1/31/2006 $12,048 $12,795 0.65546900% 2/28/2006 $12,112 $12,884 0.69808500% 3/31/2006 $12,159 $12,979 0.73716300% 4/30/2006 $12,216 $13,041 0.47822700% 5/31/2006 $12,234 $13,092 0.38975100% 6/30/2006 $12,272 $13,146 0.40951000% 7/31/2006 $12,327 $13,214 0.51697600% 8/31/2006 $12,395 $13,303 0.67549900% 9/30/2006 $12,447 $13,375 0.54461900% 10/31/2006 $12,529 $13,467 0.68469500% 11/30/2006 $12,608 $13,540 0.54415800% 12/31/2006 $12,673 $13,645 0.77222500% 1/31/2007 $12,761 $13,760 0.84324300% 2/28/2007 $12,849 $13,861 0.73508800% 3/31/2007 $12,902 $13,928 0.48406100% 4/30/2007 $12,971 $14,005 0.55141100% 5/31/2007 $13,054 $14,093 0.63147800% 6/30/2007 $13,068 $14,138 0.31267900% 7/31/2007 $12,803 $13,668 -3.32462400% 8/31/2007 $12,732 $13,702 0.25138000% 9/30/2007 $12,929 $13,920 1.59446700% 10/31/2007 $13,033 $14,028 0.77153900% 11/30/2007 $12,910 $13,860 -1.19543300% 12/31/2007 $12,899 $13,902 0.30091300% 1/31/2008 $12,631 $13,471 -3.09509100% 2/29/2008 $12,325 $13,150 -2.38599900% 3/31/2008 $12,422 $13,104 -0.35219800% 4/30/2008 $12,822 $13,537 3.30541700% 5/31/2008 $12,946 $13,637 0.74155500% 6/30/2008 $12,977 $13,658 0.15224100% 7/31/2008 $12,900 $13,525 -0.97344500% 8/31/2008 $12,902 $13,517 -0.05782500% 9/30/2008 $12,273 $12,851 -4.92758300% 10/31/2008 $10,718 $11,176 -13.03377700% AVERAGE ANNUAL TOTAL RETURN (PERFORMANCE GRAPH) CLASS B 10/31/08 - ------------------------ -------- 1-Year -21.41% 5-Year -1.51% Since Inception (5/1/01) +0.54% FRANKLIN FLOATING RATE DAILY CREDIT SUISSE LEVERAGED CS Leveraged Loan Index TR DATE ACCESS FUND - CLASS B LOAN INDEX (%Total Return) - ---------------- ----------------------------- ------------------------ -------------------------- 5/1/2001 $10,000 $10,000 5/31/2001 $10,118 $10,120 1.19742900% 6/30/2001 $10,168 $10,132 0.11983100% 7/31/2001 $10,243 $10,158 0.25500400% 8/31/2001 $10,288 $10,239 0.80289700% 9/30/2001 $10,234 $10,043 -1.91334100% 10/31/2001 $10,208 $ 9,886 -1.56500700% 11/30/2001 $10,307 $10,042 1.57687800% 12/31/2001 $10,365 $10,146 1.03681500% 1/31/2002 $10,452 $10,202 0.54726200% 2/28/2002 $10,430 $10,163 -0.38028300% 3/31/2002 $10,508 $10,281 1.15863100% 4/30/2002 $10,569 $10,391 1.07062900% 5/31/2002 $10,604 $10,384 -0.06845600% 6/30/2002 $10,583 $10,227 -1.50513000% 7/31/2002 $10,438 $10,072 -1.51828800% 8/31/2002 $10,406 $10,043 -0.28868900% 9/30/2002 $10,397 $10,065 0.21502500% 10/31/2002 $10,334 $ 9,930 -1.34068400% 11/30/2002 $10,409 $10,100 1.71915300% 12/31/2002 $10,505 $10,259 1.57397800% 1/31/2003 $10,558 $10,398 1.35345000% 2/28/2003 $10,598 $10,452 0.52024300% 3/31/2003 $10,650 $10,486 0.32284100% 4/30/2003 $10,724 $10,634 1.41165800% 5/31/2003 $10,788 $10,777 1.34020900% 6/30/2003 $10,874 $10,929 1.41273200% 7/31/2003 $10,925 $11,003 0.68311400% 8/31/2003 $10,948 $11,027 0.21371500% 9/30/2003 $10,995 $11,138 1.00303600% 10/31/2003 $11,050 $11,238 0.89835700% 11/30/2003 $11,085 $11,319 0.72772000% 12/31/2003 $11,120 $11,389 0.61800900% 1/31/2004 $11,174 $11,508 1.04228500% 2/29/2004 $11,192 $11,544 0.30810800% 3/31/2004 $11,223 $11,591 0.41258300% 4/30/2004 $11,253 $11,644 0.45953200% 5/31/2004 $11,259 $11,671 0.22428300% 6/30/2004 $11,297 $11,745 0.64040800% 7/31/2004 $11,325 $11,786 0.34425100% 8/31/2004 $11,334 $11,804 0.15763100% 9/30/2004 $11,353 $11,849 0.37907300% 10/31/2004 $11,398 $11,908 0.49523500% 11/30/2004 $11,421 $11,973 0.54581800% 12/31/2004 $11,447 $12,028 0.45835400% 1/31/2005 $11,476 $12,090 0.51741500% 2/28/2005 $11,526 $12,160 0.58200900% 3/31/2005 $11,558 $12,222 0.51041900% 4/30/2005 $11,553 $12,232 0.08221300% 5/31/2005 $11,554 $12,243 0.08456600% 6/30/2005 $11,611 $12,325 0.66965400% 7/31/2005 $11,669 $12,421 0.78062700% 8/31/2005 $11,710 $12,507 0.69611200% 9/30/2005 $11,749 $12,566 0.47005600% 10/31/2005 $11,768 $12,606 0.32011600% 11/30/2005 $11,798 $12,648 0.33089100% 12/31/2005 $11,842 $12,712 0.50322200% 1/31/2006 $11,928 $12,795 0.65546900% 2/28/2006 $11,996 $12,884 0.69808500% 3/31/2006 $12,024 $12,979 0.73716300% 4/30/2006 $12,073 $13,041 0.47822700% 5/31/2006 $12,083 $13,092 0.38975100% 6/30/2006 $12,125 $13,146 0.40951000% 7/31/2006 $12,171 $13,214 0.51697600% 8/31/2006 $12,231 $13,303 0.67549900% 9/30/2006 $12,275 $13,375 0.54461900% 10/31/2006 $12,348 $13,467 0.68469500% 11/30/2006 $12,407 $13,540 0.54415800% 12/31/2006 $12,477 $13,645 0.77222500% 1/31/2007 $12,555 $13,760 0.84324300% 2/28/2007 $12,622 $13,861 0.73508800% 3/31/2007 $12,666 $13,928 0.48406100% 4/30/2007 $12,726 $14,005 0.55141100% 5/31/2007 $12,799 $14,093 0.63147800% 6/30/2007 $12,818 $14,138 0.31267900% 7/31/2007 $12,538 $13,668 -3.32462400% 8/31/2007 $12,473 $13,702 0.25138000% 9/30/2007 $12,659 $13,920 1.59446700% 10/31/2007 $12,740 $14,028 0.77153900% 11/30/2007 $12,625 $13,860 -1.19543300% 12/31/2007 $12,594 $13,902 0.30091300% 1/31/2008 $12,337 $13,471 -3.09509100% 2/29/2008 $12,018 $13,150 -2.38599900% 3/31/2008 $12,105 $13,104 -0.35219800% 4/30/2008 $12,487 $13,537 3.30541700% 5/31/2008 $12,602 $13,637 0.74155500% 6/30/2008 $12,623 $13,658 0.15224100% 7/31/2008 $12,540 $13,525 -0.97344500% 8/31/2008 $12,535 $13,517 -0.05782500% 9/30/2008 $11,915 $12,851 -4.92758300% 10/31/2008 $10,410 $11,176 -13.03377700% 24 | Annual Report Performance Summary (CONTINUED) CLASS C (5/1/01-10/31/08) (PERFORMANCE GRAPH) FRANKLIN FLOATING RATE DAILY CREDIT SUISSE LEVERAGED CS Leveraged Loan Index TR DATE ACCESS FUND - CLASS C LOAN INDEX (%Total Return) - ---------------- ----------------------------- ------------------------ -------------------------- 5/1/2001 $10,000 $10,000 5/31/2001 $10,120 $10,120 1.19742900% 6/30/2001 $10,173 $10,132 0.11983100% 7/31/2001 $10,252 $10,158 0.25500400% 8/31/2001 $10,299 $10,239 0.80289700% 9/30/2001 $10,238 $10,043 -1.91334100% 10/31/2001 $10,225 $ 9,886 -1.56500700% 11/30/2001 $10,326 $10,042 1.57687800% 12/31/2001 $10,388 $10,146 1.03681500% 1/31/2002 $10,476 $10,202 0.54726200% 2/28/2002 $10,456 $10,163 -0.38028300% 3/31/2002 $10,545 $10,281 1.15863100% 4/30/2002 $10,605 $10,391 1.07062900% 5/31/2002 $10,641 $10,384 -0.06845600% 6/30/2002 $10,610 $10,227 -1.50513000% 7/31/2002 $10,468 $10,072 -1.51828800% 8/31/2002 $10,449 $10,043 -0.28868900% 9/30/2002 $10,443 $10,065 0.21502500% 10/31/2002 $10,385 $ 9,930 -1.34068400% 11/30/2002 $10,452 $10,100 1.71915300% 12/31/2002 $10,564 $10,259 1.57397800% 1/31/2003 $10,621 $10,398 1.35345000% 2/28/2003 $10,664 $10,452 0.52024300% 3/31/2003 $10,709 $10,486 0.32284100% 4/30/2003 $10,781 $10,634 1.41165800% 5/31/2003 $10,858 $10,777 1.34020900% 6/30/2003 $10,947 $10,929 1.41273200% 7/31/2003 $10,991 $11,003 0.68311400% 8/31/2003 $11,027 $11,027 0.21371500% 9/30/2003 $11,077 $11,138 1.00303600% 10/31/2003 $11,135 $11,238 0.89835700% 11/30/2003 $11,171 $11,319 0.72772000% 12/31/2003 $11,209 $11,389 0.61800900% 1/31/2004 $11,255 $11,508 1.04228500% 2/29/2004 $11,287 $11,544 0.30810800% 3/31/2004 $11,321 $11,591 0.41258300% 4/30/2004 $11,355 $11,644 0.45953200% 5/31/2004 $11,352 $11,671 0.22428300% 6/30/2004 $11,405 $11,745 0.64040800% 7/31/2004 $11,436 $11,786 0.34425100% 8/31/2004 $11,447 $11,804 0.15763100% 9/30/2004 $11,470 $11,849 0.37907300% 10/31/2004 $11,517 $11,908 0.49523500% 11/30/2004 $11,544 $11,973 0.54581800% 12/31/2004 $11,574 $12,028 0.45835400% 1/31/2005 $11,607 $12,090 0.51741500% 2/28/2005 $11,660 $12,160 0.58200900% 3/31/2005 $11,694 $12,222 0.51041900% 4/30/2005 $11,693 $12,232 0.08221300% 5/31/2005 $11,697 $12,243 0.08456600% 6/30/2005 $11,758 $12,325 0.66965400% 7/31/2005 $11,820 $12,421 0.78062700% 8/31/2005 $11,865 $12,507 0.69611200% 9/30/2005 $11,908 $12,566 0.47005600% 10/31/2005 $11,931 $12,606 0.32011600% 11/30/2005 $11,965 $12,648 0.33089100% 12/31/2005 $12,013 $12,712 0.50322200% 1/31/2006 $12,104 $12,795 0.65546900% 2/28/2006 $12,177 $12,884 0.69808500% 3/31/2006 $12,208 $12,979 0.73716300% 4/30/2006 $12,261 $13,041 0.47822700% 5/31/2006 $12,275 $13,092 0.38975100% 6/30/2006 $12,322 $13,146 0.40951000% 7/31/2006 $12,372 $13,214 0.51697600% 8/31/2006 $12,436 $13,303 0.67549900% 9/30/2006 $12,484 $13,375 0.54461900% 10/31/2006 $12,562 $13,467 0.68469500% 11/30/2006 $12,625 $13,540 0.54415800% 12/31/2006 $12,698 $13,645 0.77222500% 1/31/2007 $12,782 $13,760 0.84324300% 2/28/2007 $12,853 $13,861 0.73508800% 3/31/2007 $12,902 $13,928 0.48406100% 4/30/2007 $12,967 $14,005 0.55141100% 5/31/2007 $13,045 $14,093 0.63147800% 6/30/2007 $13,068 $14,138 0.31267900% 7/31/2007 $12,786 $13,668 -3.32462400% 8/31/2007 $12,724 $13,702 0.25138000% 9/30/2007 $12,916 $13,920 1.59446700% 10/31/2007 $13,002 $14,028 0.77153900% 11/30/2007 $12,889 $13,860 -1.19543300% 12/31/2007 $12,860 $13,902 0.30091300% 1/31/2008 $12,602 $13,471 -3.09509100% 2/29/2008 $12,279 $13,150 -2.38599900% 3/31/2008 $12,372 $13,104 -0.35219800% 4/30/2008 $12,766 $13,537 3.30541700% 5/31/2008 $12,887 $13,637 0.74155500% 6/30/2008 $12,913 $13,658 0.15224100% 7/31/2008 $12,832 $13,525 -0.97344500% 8/31/2008 $12,831 $13,517 -0.05782500% 9/30/2008 $12,201 $12,851 -4.92758300% 10/31/2008 $10,666 $11,176 -13.03377700% AVERAGE ANNUAL TOTAL RETURN CLASS C 10/31/08 - ------------------------ -------- 1-Year -18.74% 5-Year -0.86% Since Inception (5/1/01) +0.86% ADVISOR CLASS (5/1/01-10/31/08) (PERFORMANCE GRAPH) FRANKLIN FLOATING RATE DAILY CREDIT SUISSE LEVERAGED CS Leveraged Loan Index TR DATE ACCESS FUND - ADVISOR CLASS LOAN INDEX (%Total Return) - ---------------- ----------------------------- ------------------------ -------------------------- 5/1/2001 $10,000 $10,000 5/31/2001 $10,126 $10,120 1.19742900% 6/30/2001 $10,184 $10,132 0.11983100% 7/31/2001 $10,269 $10,158 0.25500400% 8/31/2001 $10,322 $10,239 0.80289700% 9/30/2001 $10,276 $10,043 -1.91334100% 10/31/2001 $10,258 $ 9,886 -1.56500700% 11/30/2001 $10,365 $10,042 1.57687800% 12/31/2001 $10,432 $10,146 1.03681500% 1/31/2002 $10,526 $10,202 0.54726200% 2/28/2002 $10,511 $10,163 -0.38028300% 3/31/2002 $10,604 $10,281 1.15863100% 4/30/2002 $10,670 $10,391 1.07062900% 5/31/2002 $10,711 $10,384 -0.06845600% 6/30/2002 $10,695 $10,227 -1.50513000% 7/31/2002 $10,557 $10,072 -1.51828800% 8/31/2002 $10,532 $10,043 -0.28868900% 9/30/2002 $10,530 $10,065 0.21502500% 10/31/2002 $10,485 $ 9,930 -1.34068400% 11/30/2002 $10,557 $10,100 1.71915300% 12/31/2002 $10,663 $10,259 1.57397800% 1/31/2003 $10,736 $10,398 1.35345000% 2/28/2003 $10,773 $10,452 0.52024300% 3/31/2003 $10,836 $10,486 0.32284100% 4/30/2003 $10,919 $10,634 1.41165800% 5/31/2003 $10,993 $10,777 1.34020900% 6/30/2003 $11,100 $10,929 1.41273200% 7/31/2003 $11,150 $11,003 0.68311400% 8/31/2003 $11,193 $11,027 0.21371500% 9/30/2003 $11,250 $11,138 1.00303600% 10/31/2003 $11,316 $11,238 0.89835700% 11/30/2003 $11,348 $11,319 0.72772000% 12/31/2003 $11,405 $11,389 0.61800900% 1/31/2004 $11,459 $11,508 1.04228500% 2/29/2004 $11,498 $11,544 0.30810800% 3/31/2004 $11,528 $11,591 0.41258300% 4/30/2004 $11,569 $11,644 0.45953200% 5/31/2004 $11,582 $11,671 0.22428300% 6/30/2004 $11,643 $11,745 0.64040800% 7/31/2004 $11,681 $11,786 0.34425100% 8/31/2004 $11,688 $11,804 0.15763100% 9/30/2004 $11,729 $11,849 0.37907300% 10/31/2004 $11,772 $11,908 0.49523500% 11/30/2004 $11,818 $11,973 0.54581800% 12/31/2004 $11,854 $12,028 0.45835400% 1/31/2005 $11,895 $12,090 0.51741500% 2/28/2005 $11,955 $12,160 0.58200900% 3/31/2005 $11,997 $12,222 0.51041900% 4/30/2005 $12,002 $12,232 0.08221300% 5/31/2005 $12,002 $12,243 0.08456600% 6/30/2005 $12,071 $12,325 0.66965400% 7/31/2005 $12,152 $12,421 0.78062700% 8/31/2005 $12,206 $12,507 0.69611200% 9/30/2005 $12,244 $12,566 0.47005600% 10/31/2005 $12,286 $12,606 0.32011600% 11/30/2005 $12,327 $12,648 0.33089100% 12/31/2005 $12,383 $12,712 0.50322200% 1/31/2006 $12,483 $12,795 0.65546900% 2/28/2006 $12,552 $12,884 0.69808500% 3/31/2006 $12,604 $12,979 0.73716300% 4/30/2006 $12,665 $13,041 0.47822700% 5/31/2006 $12,687 $13,092 0.38975100% 6/30/2006 $12,729 $13,146 0.40951000% 7/31/2006 $12,801 $13,214 0.51697600% 8/31/2006 $12,861 $13,303 0.67549900% 9/30/2006 $12,917 $13,375 0.54461900% 10/31/2006 $13,018 $13,467 0.68469500% 11/30/2006 $13,077 $13,540 0.54415800% 12/31/2006 $13,161 $13,645 0.77222500% 1/31/2007 $13,255 $13,760 0.84324300% 2/28/2007 $13,349 $13,861 0.73508800% 3/31/2007 $13,393 $13,928 0.48406100% 4/30/2007 $13,468 $14,005 0.55141100% 5/31/2007 $13,570 $14,093 0.63147800% 6/30/2007 $13,587 $14,138 0.31267900% 7/31/2007 $13,302 $13,668 -3.32462400% 8/31/2007 $13,231 $13,702 0.25138000% 9/30/2007 $13,438 $13,920 1.59446700% 10/31/2007 $13,549 $14,028 0.77153900% 11/30/2007 $13,425 $13,860 -1.19543300% 12/31/2007 $13,416 $13,902 0.30091300% 1/31/2008 $13,140 $13,471 -3.09509100% 2/29/2008 $12,824 $13,150 -2.38599900% 3/31/2008 $12,927 $13,104 -0.35219800% 4/30/2008 $13,346 $13,537 3.30541700% 5/31/2008 $13,465 $13,637 0.74155500% 6/30/2008 $13,514 $13,658 0.15224100% 7/31/2008 $13,436 $13,525 -0.97344500% 8/31/2008 $13,427 $13,517 -0.05782500% 9/30/2008 $12,789 $12,851 -4.92758300% 10/31/2008 $11,171 $11,176 -13.03377700% AVERAGE ANNUAL TOTAL RETURN ADVISOR CLASS 10/31/08 - ------------------------ -------- 1-Year -17.54% 5-Year -0.26% Since Inception (5/1/01) +1.49% Annual Report | 25 Performance Summary (CONTINUED) ENDNOTES INVESTORS SHOULD BE AWARE THAT THE FUND'S SHARE PRICE AND YIELD WILL FLUCTUATE WITH MARKET CONDITIONS. THE FUND SHOULD NOT BE CONSIDERED AN ALTERNATIVE TO MONEY MARKET FUNDS OR CERTIFICATES OF DEPOSIT. THE FLOATING-RATE LOANS AND DEBT SECURITIES IN WHICH THE FUND INVESTS TEND TO BE RATED BELOW INVESTMENT GRADE. INVESTING IN HIGHER-YIELDING, LOWER-RATED FLOATING-RATE LOANS AND DEBT SECURITIES INVOLVES GREATER RISK OF DEFAULT, WHICH COULD RESULT IN LOSS OF PRINCIPAL -- A RISK THAT MAY BE HEIGHTENED IN A SLOWING ECONOMY. THE INTEREST EARNED ON FLOATING-RATE LOANS VARIES WITH CHANGES IN PREVAILING INTEREST RATES. THEREFORE, WHILE FLOATING-RATE LOANS OFFER HIGHER INTEREST INCOME WHEN INTEREST RATES RISE, THEY WILL ALSO GENERATE LESS INCOME WHEN INTEREST RATES DECLINE. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. CLASS B: These shares have higher annual fees and expenses than Class A shares. CLASS C: These shares have higher annual fees and expenses than Class A shares. ADVISOR CLASS: Shares are available to certain eligible investors as described in the prospectus. (1.) Cumulative total return represents the change in value of an investment over the periods indicated. (2.) Average annual total return represents the average annual change in value of an investment over the periods indicated. (3.) In accordance with SEC rules, we provide standardized average annual total return information through the latest calendar quarter. (4.) Distribution rate is based on an annualization of the sum of the respective class's past 30 days' daily distributions and the maximum offering price (NAV for Classes B, C and Advisor) per share on 10/31/08. (5.) Yield, calculated as required by the SEC, is based on the earnings of the Fund's portfolio for the 30 days ended 10/31/08. (6.) Figures are as stated in the Fund's prospectus current as of the date of this report. (7.) Source: (C) 2008 Morningstar. The CS Leveraged Loan Index is designed to mirror the investible universe of the $US-denominated leveraged loan market. 26 | Annual Report Your Fund's Expenses FRANKLIN FLOATING RATE DAILY ACCESS 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 | 27 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 5/1/08 VALUE 10/31/08 PERIOD* 5/1/08-10/31/08 ----------------- -------------- ----------------------- CLASS A Actual $1,000 $ 836.00 $4.29 Hypothetical (5% return before expenses) $1,000 $1,020.46 $4.72 CLASS B Actual $1,000 $ 833.70 $7.74 Hypothetical (5% return before expenses) $1,000 $1,016.69 $8.52 CLASS C Actual $1,000 $ 835.50 $6.04 Hypothetical (5% return before expenses) $1,000 $1,018.55 $6.65 ADVISOR CLASS Actual $1,000 $ 837.10 $3.09 Hypothetical (5% return before expenses) $1,000 $1,021.77 $3.40 * Expenses are calculated using the most recent six-month expense ratio, annualized for each class (A: 0.93%; B: 1.68%; C: 1.31%; and Advisor: 0.67%), multiplied by the average account value over the period, multiplied by 184/366 to reflect the one-half year period. 28 | Annual Report Franklin Low Duration Total Return Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin Low Duration Total Return Fund seeks as high a level of current income as is consistent with prudent investing, while seeking capital preservation. The Fund invests primarily in investment-grade debt securities, including government and corporate debt securities and mortgage- and asset-backed securities, targeting an estimated average portfolio duration of three years or less. DURATION IS A MEASURE OF A BOND'S PRICE SENSITIVITY TO INTEREST RATE CHANGES. IN GENERAL, A PORTFOLIO OF SECURITIES WITH A LOWER DURATION CAN BE EXPECTED TO BE LESS SENSITIVE TO INTEREST RATE CHANGES THAN A PORTFOLIO WITH A HIGHER DURATION. PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. PLEASE VISIT FRANKLINTEMPLETON.COM OR CALL (800) 342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. This annual report for Franklin Low Duration Total Return Fund covers the fiscal year ended October 31, 2008. PERFORMANCE OVERVIEW Franklin Low Duration Total Return Fund - Class A posted a +0.56% cumulative total return for the 12 months under review. The Fund underperformed its benchmark, the Barclays Capital (BC; formerly, Lehman Brothers) U.S. Aggregate Index: 1-3 Year Component, which returned +3.98% for the same period.(1) You can find more of the Fund's performance data in the Performance Summary beginning on page 32. INVESTMENT STRATEGY We seek to invest in a combination of fixed income securities, primarily from across the investment-grade debt universe. We analyze securities using proprietary and nonproprietary research to help us identify attractive investment opportunities across the entire fixed income opportunity set, on a relative basis. When making investment decisions, we evaluate business cycles, yield curves, and values between and within markets. Through a low duration portfolio, we seek to position the Fund to be less affected by interest rate changes than a fund with a higher duration. 1. 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. The BC U.S. Aggregate Index: 1-3 Year Component represents securities that are SEC-registered, taxable and dollar denominated. The index covers the U.S. investment grade fixed-rate bond market, with index components for government and corporate securities, mortgage pass-through securities and asset-backed securities. All issues included must have a remaining maturity of one year up to, but not including, three years and must be rated investment grade (Baa3 or better) by Moody's Investors Service. They must also be dollar denominated and nonconvertible. Total return includes price appreciation/depreciation and income as a percentage of the original investment. The index is rebalanced monthly by market capitalization. The index is unmanaged and includes reinvested interest. One cannot invest directly in an index, nor is an index representative of the Fund's portfolio. 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 79. Annual Report | 29 PORTFOLIO BREAKDOWN Franklin Low Duration Total Return Fund Based on Total Investments as of 10/31/08 (PERFORMANCE GRAPH) U.S. Government & Agency Securities 42.3% Mortgage-Backed Securities 22.3% Corporate Bonds 16.7% Asset-Backed & Commercial Mortgage-Backed Securities 6.5% Foreign Government & Agency Securities 3.1% Convertible Bonds 0.2% Convertible Preferred Stocks 0.0%* Preferred Stocks 0.0%* Short-Term Investments 8.9% * Rounds to less than 0.1% of total investments. DIVIDEND DISTRIBUTIONS* Franklin Low Duration Total Return Fund Class A 11/1/07-10/31/08 DIVIDEND PER SHARE ------------------------------- MONTH CLASS A ADVISOR CLASS** - --------- ------------- --------------- November 3.5422 cents -- December 3.7148 cents -- January 3.6491 cents -- February 3.0590 cents -- March 3.1479 cents -- April 2.9287 cents -- May 3.0786 cents 1.6559 cents June 3.1204 cents 3.3312 cents July 2.7514 cents 2.8134 cents August 2.4739 cents 2.6801 cents September 2.7345 cents 2.8989 cents October 2.9417 cents 3.1520 cents ------------- ------------- TOTAL 37.1422 CENTS 16.5315 CENTS * Assumes shares were purchased and held for the entire accrual period. Since dividends accrue daily, your actual distributions will vary depending on the date you purchased your shares and any account activity. All Fund distributions will vary depending upon current market conditions, and past distributions are not indicative of future trends. ** Effective 5/15/08, the Fund began offering Advisor Class shares. Please see the prospectus for details. MANAGER'S DISCUSSION During the reporting period, we remained committed to our investment strategy as we searched for new investments. We emphasized shorter-term and adjustable-rate securities as we sought to maintain a lower interest rate risk profile (duration) than longer-term, fixed-rate securities generally provide. We found international and mortgage-related markets attractive and were overweighted in these areas relative to the BC U.S. Aggregate Index: 1-3 Year Component. During the fiscal year, the Fund's holdings in credit-related securities detracted from performance as credit spreads widened in investment grade, high yield and senior secured floating-rate sectors. In contrast, our non-U.S. dollar positions generally helped performance relative to its benchmark. We also found global fixed income markets attractive and held a diversified portfolio that included international bond and currency exposure. As we believed global growth, particularly in Asia, should outpace both U.S. and European growth rates, we sought opportunities where we thought we could take advantage of Asian currency strength and euro weakness. 30 | Annual Report During the period, U.S. authorities seemed committed to stabilizing financial markets by providing capital and liquidity. The SEC and other regulators took steps to strengthen investor confidence and Congress approved a $700 billion plan to address illiquid assets held by financial institutions. Central banks around the world also took measures to provide additional liquidity to global financial markets. At period-end, we believed these combined policy responses were positive steps in the efforts to stabilize the financial market environment and should help set the stage for a credit market recovery. Thank you for your continued participation in Franklin Low Duration Total Return Fund. We look forward to serving your future investment needs. (PHOTO OF ROGER A. BAYSTON) /s/ Roger A. Bayston Roger A. Bayston, CFA (PHOTO OF KENT BURNS) /s/ Kent Burns Kent Burns, CFA (PHOTO OF CHRISTOPHER J. MOLUMPHY) /s/ Christopher J. Molumphy Christopher J. Molumphy, CFA Portfolio Management Team Franklin Low Duration Total Return Fund THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF OCTOBER 31, 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, COUNTRY, INDUSTRY, SECURITY OR THE FUND. STATEMENTS OF FACT ARE FROM SOURCES CONSIDERED RELIABLE, BUT THE INVESTMENT MANAGER MAKES NO REPRESENTATION OR WARRANTY AS TO THEIR COMPLETENESS OR ACCURACY. ALTHOUGH HISTORICAL PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, THESE INSIGHTS MAY HELP YOU UNDERSTAND OUR INVESTMENT MANAGEMENT PHILOSOPHY. Annual Report | 31 Performance Summary as of 10/31/08 FRANKLIN LOW DURATION TOTAL RETURN 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: FLDAX) CHANGE 10/31/08 10/31/07 - -------------------------------- ------ -------- -------- Net Asset Value (NAV) -$0.31 $9.58 $9.89 DISTRIBUTIONS (11/1/07-10/31/08) Dividend Income $0.371422 ADVISOR CLASS (SYMBOL: N/A) CHANGE 10/31/08 5/15/08 - -------------------------------- ------ -------- -------- Net Asset Value (NAV) -$0.39 $9.59 $9.98 DISTRIBUTIONS (5/15/08-10/31/08) Dividend Income $0.165315 32 | Annual Report Performance Summary (CONTINUED) PERFORMANCE(1) CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURNS INCLUDE THE MAXIMUM SALES CHARGE. CLASS A: 2.25% MAXIMUM INITIAL SALES CHARGE; ADVISOR CLASS: NO SALES CHARGES. CLASS A 1-YEAR 3-YEAR INCEPTION (11/17/04) - ------------------------------------- ------ ------ -------------------- Cumulative Total Return(2) +0.56% +10.15% +11.01% Average Annual Total Return(3) -1.73% +2.51% +2.09% Avg. Ann. Total Return (9/30/08)(4) -0.32% +2.80% +2.41% Distribution Rate(5) 3.53% 30-Day Standardized Yield(6) 3.57% Total Annual Operating Expenses(7) Without Waiver 1.44% With Waiver 0.92% ADVISOR CLASS(8) 1-YEAR 3-YEAR INCEPTION (11/17/04) - ------------------------------------- ------ ------ -------------------- Cumulative Total Return(2) +0.76% +10.37% +11.24% Average Annual Total Return(3) +0.76% +3.34% +2.73% Avg. Ann. Total Return (9/30/08)(4) +1.97% +3.59% +3.01% Distribution Rate(5) 3.87% 30-Day Standardized Yield(6) 3.90% Total Annual Operating Expenses(7) Without Waiver 1.19% With Waiver 0.67% PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. FOR MOST RECENT MONTH-END PERFORMANCE, SEE "FUNDS AND PERFORMANCE" AT FRANKLINTEMPLETON.COM OR CALL (800) 342-5236. THE INVESTMENT MANAGER AND ADMINISTRATOR HAVE CONTRACTUALLY AGREED TO WAIVE OR LIMIT THEIR RESPECTIVE FEES AND TO ASSUME AS THEIR OWN EXPENSE CERTAIN EXPENSES OTHERWISE PAYABLE BY THE FUND SO THAT TOTAL ANNUAL FUND OPERATING EXPENSES, EXCLUDING ACQUIRED FUND FEES AND EXPENSES, DO NOT EXCEED THE AMOUNT SHOWN WITH WAIVER FOR EACH SHARE CLASS (OTHER THAN CERTAIN NON-ROUTINE EXPENSES OR COSTS, INCLUDING THOSE RELATING TO LITIGATION, INDEMNIFICATION, REORGANIZATIONS AND LIQUIDATIONS) UNTIL 2/28/09. Annual Report | 33 Performance Summary (CONTINUED) TOTAL RETURN INDEX COMPARISON FOR A HYPOTHETICAL $10,000 INVESTMENT(1) Total return represents the change in value of an investment over the periods shown. It includes any applicable maximum sales charge, Fund expenses, account fees and reinvested distributions. The unmanaged index includes reinvestment of any income or distributions. It differs from the Fund in composition and does not pay management fees or expenses. One cannot invest directly in an index. AVERAGE ANNUAL TOTAL RETURN CLASS A 10/31/08 - -------------------------- -------- 1-Year -1.73% 3-Year +2.51% Since Inception (11/17/04) +2.09% CLASS A (11/17/04-10/31/08) (PERFORMANCE GRAPH) FRANKLIN LOW DURATION TOTAL BARCLAYS CAPITAL U.S. DATE RETURN FUND - CLASS A AGGREGATE 1-3 YEAR INDEX - ---------- --------------------------- ------------------------ 11/17/2004 $ 9,775 $10,000 11/30/2004 $ 9,763 $ 9,981 12/31/2004 $ 9,776 $10,006 1/31/2005 $ 9,781 $10,005 2/28/2005 $ 9,775 $ 9,988 3/31/2005 $ 9,753 $ 9,979 4/30/2005 $ 9,799 $10,038 5/31/2005 $ 9,826 $10,081 6/30/2005 $ 9,844 $10,104 7/31/2005 $ 9,821 $10,078 8/31/2005 $ 9,882 $10,143 9/30/2005 $ 9,861 $10,119 10/31/2005 $ 9,851 $10,115 11/30/2005 $ 9,869 $10,148 12/31/2005 $ 9,898 $10,188 1/31/2006 $ 9,939 $10,208 2/28/2006 $ 9,947 $10,221 3/31/2006 $ 9,958 $10,233 4/30/2006 $ 9,996 $10,268 5/31/2006 $10,006 $10,282 6/30/2006 $10,004 $10,302 7/31/2006 $10,076 $10,382 8/31/2006 $10,141 $10,459 9/30/2006 $10,185 $10,515 10/31/2006 $10,244 $10,560 11/30/2006 $10,309 $10,622 12/31/2006 $10,319 $10,629 1/31/2007 $10,335 $10,654 2/28/2007 $10,387 $10,741 3/31/2007 $10,454 $10,784 4/30/2007 $10,525 $10,825 5/31/2007 $10,523 $10,817 6/30/2007 $10,528 $10,862 7/31/2007 $10,546 $10,946 8/31/2007 $10,595 $11,027 9/30/2007 $10,749 $11,109 10/31/2007 $10,790 $11,163 11/30/2007 $10,894 $11,303 12/31/2007 $10,924 $11,344 1/31/2008 $11,052 $11,531 2/29/2008 $11,130 $11,609 3/31/2008 $11,154 $11,618 4/30/2008 $11,120 $11,587 5/31/2008 $11,098 $11,580 6/30/2008 $11,088 $11,596 7/31/2008 $11,097 $11,626 8/31/2008 $11,091 $11,676 9/30/2008 $10,964 $11,602 10/31/2008 $10,852 $11,607 AVERAGE ANNUAL TOTAL RETURN ADVISOR CLASS(8) 10/31/08 - -------------------------- -------- 1-Year +0.76% 3-Year +3.34% Since Inception (11/17/04) +2.73% ADVISOR CLASS (11/17/04-10/31/08)(8) (PERFORMANCE GRAPH) FRANKLIN LOW DURATION TOTAL BARCLAYS CAPITAL U.S. DATE RETURN FUND - ADVISOR CLASS AGGREGATE 1-3 YEAR INDEX - ---------- --------------------------- ------------------------ 11/17/2004 $10,000 $10,000 11/30/2004 $ 9,988 $ 9,981 12/31/2004 $10,001 $10,006 1/31/2005 $10,006 $10,005 2/28/2005 $10,000 $ 9,988 3/31/2005 $ 9,977 $ 9,979 4/30/2005 $10,024 $10,038 5/31/2005 $10,053 $10,081 6/30/2005 $10,071 $10,104 7/31/2005 $10,047 $10,078 8/31/2005 $10,110 $10,143 9/30/2005 $10,088 $10,119 10/31/2005 $10,077 $10,115 11/30/2005 $10,096 $10,148 12/31/2005 $10,126 $10,188 1/31/2006 $10,168 $10,208 2/28/2006 $10,176 $10,221 3/31/2006 $10,187 $10,233 4/30/2006 $10,226 $10,268 5/31/2006 $10,237 $10,282 6/30/2006 $10,234 $10,302 7/31/2006 $10,308 $10,382 8/31/2006 $10,374 $10,459 9/30/2006 $10,419 $10,515 10/31/2006 $10,480 $10,560 11/30/2006 $10,546 $10,622 12/31/2006 $10,557 $10,629 1/31/2007 $10,572 $10,654 2/28/2007 $10,626 $10,741 3/31/2007 $10,695 $10,784 4/30/2007 $10,767 $10,825 5/31/2007 $10,765 $10,817 6/30/2007 $10,770 $10,862 7/31/2007 $10,788 $10,946 8/31/2007 $10,838 $11,027 9/30/2007 $10,996 $11,109 10/31/2007 $11,038 $11,163 11/30/2007 $11,145 $11,303 12/31/2007 $11,175 $11,344 1/31/2008 $11,306 $11,531 2/29/2008 $11,386 $11,609 3/31/2008 $11,410 $11,618 4/30/2008 $11,375 $11,587 5/31/2008 $11,365 $11,580 6/30/2008 $11,346 $11,596 7/31/2008 $11,355 $11,626 8/31/2008 $11,352 $11,676 9/30/2008 $11,212 $11,602 10/31/2008 $11,124 $11,607 34 | Annual Report Performance Summary (CONTINUED) ENDNOTES INTEREST RATE MOVEMENTS WILL AFFECT THE FUND'S SHARE PRICE AND YIELD. BOND PRICES GENERALLY MOVE IN THE OPPOSITE DIRECTION OF INTEREST RATES. THUS, AS PRICES OF BONDS IN THE FUND ADJUST TO A RISE IN INTEREST RATES, THE FUND'S SHARE PRICE MAY DECLINE. THE FUND'S INVESTMENTS IN DERIVATIVES, SUCH AS FINANCIAL FUTURES AND OPTION CONTRACTS, MAY INVOLVE A SMALL INVESTMENT RELATIVE TO THE AMOUNT OF RISK ASSUMED. SOME DERIVATIVES ARE PARTICULARLY SENSITIVE TO CHANGES IN INTEREST RATES. THE RISKS OF FOREIGN SECURITIES INCLUDE CURRENCY FLUCTUATION AND POLITICAL UNCERTAINTY. THE FUND'S USE OF FOREIGN CURRENCY TECHNIQUES INVOLVES SPECIAL RISKS AS SUCH TECHNIQUES MAY NOT ACHIEVE THE ANTICIPATED BENEFITS AND/OR MAY RESULT IN LOSSES TO THE FUND. DURING PERIODS OF DECLINING INTEREST RATES, PRINCIPAL PREPAYMENTS TEND TO INCREASE AS BORROWERS REFINANCE THEIR MORTGAGES AT LOWER RATES; THEREFORE THE FUND MAY BE FORCED TO REINVEST RETURNED PRINCIPAL AT LOWER INTEREST RATES, REDUCING ITS INCOME. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. ADVISOR CLASS: Shares are available to certain eligible investors as described in the prospectus. (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 3.01% for Class A and 3.33% for Advisor Class. (2.) Cumulative total return represents the change in value of an investment over the periods indicated. (3.) Average annual total return represents the average annual change in value of an investment over the periods indicated. (4.) In accordance with SEC rules, we provide standardized average annual total return information through the latest calendar quarter. (5.) Distribution rate is based on an annualization of the sum of the respective class's past 30 days' daily distributions and the maximum offering price (NAV for Advisor Class) per share on 10/31/08. (6.) Yield, calculated as required by the SEC, is based on the earnings of the Fund's portfolio for the 30 days ended 10/31/08. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. (8.) Effective 5/15/08, the Fund began offering Advisor class shares, which do not have sales charges or a Rule 12b-1 plan. Performance quotations for this class reflect the following methods of calculation: (a) For periods prior to 5/15/08, a restated figure is used based upon the Fund's Class A performance, excluding the effect of Class A's maximum initial sales charge, but reflecting the effect of the Class A Rule 12b-1 fees; and (b) for periods after 5/14/08, actual Advisor Class performance is used reflecting all charges and fees applicable to that class. Since 5/15/08 (commencement of sales), the cumulative total return of Advisor Class shares was -2.28%. (9.) Source: (C) 2008 Morningstar. The BC U.S. Aggregate Index: 1-3 Year Component represents securities that are SEC-registered, taxable and dollar denominated. The index covers the U.S. investment grade fixed-rate bond market, with index components for government and corporate securities, mortgage pass-through securities and asset-backed securities. All issues included must have a remaining maturity of one year up to, but not including, three years and must be rated investment grade (Baa3 or better) by Moody's Investors Service. They must also be dollar denominated and nonconvertible. Total return includes price appreciation/depreciation and income as a percentage of the original investment. The index is rebalanced monthly by market capitalization. Annual Report | 35 Your Fund's Expenses FRANKLIN LOW DURATION TOTAL RETURN 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% semiannual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. 36 | Annual Report Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES 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 5/1/08 VALUE 10/31/08 PERIOD* 5/1/08-10/31/08 ----------------- -------------- ----------------------- CLASS A Actual $1,000 $ 975.80 $4.47 Hypothetical (5% return before expenses) $1,000 $1,020.61 $4.57 ADVISOR CLASS Actual (5/15/08-10/31/08) $1,000 $ 977.20 $3.21 Hypothetical (5% return before expenses) $1,000 $1,021.87 $3.30 * Expenses are calculated using the most recent six-month expense ratio, net of expense waivers, annualized for each class (A: 0.90% and Advisor: 0.65%), multiplied by the average account value over the period, multiplied by 184/366 (Hypothetical for all share classes; Actual for Class A) to reflect the one-half year period. For Actual Advisor Class expenses, the multiplier is 170/366 to reflect the number of days since inception. Annual Report | 37 Franklin Total Return Fund YOUR FUND'S GOALS AND MAIN INVESTMENTS: Franklin Total Return Fund seeks to provide investors with high current income consistent with preservation of capital. Capital appreciation over the long term is a secondary goal. The Fund invests at least 80% of its assets in investment-grade debt securities. The Fund focuses on government and corporate debt securities and mortgage- and asset-backed securities. PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. PLEASE VISIT FRANKLINTEMPLETON.COM OR CALL (800) 342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. This annual report for Franklin Total Return Fund covers the fiscal year ended October 31, 2008. PERFORMANCE OVERVIEW Franklin Total Return Fund - Class A had a -8.79% cumulative total return for the 12 months under review. The Fund underperformed its benchmark, the Barclays Capital (BC; formerly, Lehman Brothers) U.S. Aggregate Index, which returned +0.31%.(1) You can find the Fund's long-term performance data in the Performance Summary beginning on page 43. INVESTMENT STRATEGY We seek to invest in a combination of fixed income securities, predominantly from across the investment-grade debt universe. We analyze securities using proprietary and nonproprietary research to help us identify attractive investment opportunities, across the entire fixed income opportunity set, on a relative basis. The Fund may also invest up to 20% of its total assets in noninvestment-grade debt securities. (1.) 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. The BC U.S. Aggregate Index represents securities that are SEC-registered, taxable and dollar denominated. The index covers the U.S. investment grade fixed-rate bond market, with index components for government and corporate securities, mortgage pass-through securities and asset-backed securities. All issues included must have at least one year to final maturity and must be rated investment grade (Baa3 or better) by Moody's Investors Service. They must also be dollar denominated and nonconvertible. Total return includes price appreciation/ depreciation and income as a percentage of the original investment. The index is rebalanced monthly by market capitalization. The index is unmanaged and includes reinvested interest. One cannot invest directly in an index, nor is an index representative of the Fund's portfolio. THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S STATEMENT OF INVESTMENTS (SOI). THE SOI BEGINS ON PAGE 90. 38 | Annual Report PORTFOLIO BREAKDOWN Franklin Total Return Fund Based on Total Investments SECTOR 10/31/08 10/31/07 - ---------------------------------------------------- -------- -------- Mortgage-Backed Securities 45.4% 33.8% Corporate Bonds 26.1% 20.5% Asset-Backed & Commercial Mortgage-Backed Securities 19.6% 19.8% Foreign Government & Agency Securities 3.7% 7.2% Senior Floating Rate Interests 2.7% 3.7% U.S. Government & Agency Securities 1.0% 3.5% Convertible Bonds 0.4% 1.2% Convertible Preferred Stocks 0.0%* 0.3% Credit-Linked Structured Notes 0.0%* 0.1% Short-Term Investments 1.1% 9.9% * Rounds to less than 0.1% of total investments. MANAGER'S DISCUSSION As a result of financial market turmoil, bond market returns were varied and the BC U.S. Aggregate Index, a proxy for broad-based U.S. fixed income performance, gained just 0.31% for the fiscal year.(2) U.S. Treasuries were the strongest performers during the reporting period as the BC U.S. Treasury Index rose +7.76%, while higher-quality agency and mortgage-backed securities (MBS) also fared relatively well, returning +4.72% and +4.61% as measured by the BC U.S. Agency Index and the BC U.S. MBS Index.(3) Investment grade sectors showed signs of significant stress and the BC U.S. Credit Index, BC Asset-Backed Securities (ABS) Index and the BC Commercial MBS (CMBS) Employee Retirement Income Security Act (ERISA)-Eligible (2). Source: (C) 2008 Morningstar. See footnote 1 for a description of the BC U.S. Aggregate Index. (3.) Source: (C) 2008 Morningstar. The BC U.S. Treasury Index is the U.S. Treasury component of the U.S. Government index and covers public obligations of the U.S. Treasury with a remaining maturity of one year or more. The BC U.S. Agency Index is the U.S. Agency component of the BC U.S. Government/Credit Index and includes publicly issued debt of U.S. government agencies, quasi-federal corporations and corporate or foreign debt guaranteed by the U.S. government. The BC U.S. MBS Index covers the universe of fixed-rate and hybrid adjustable-rate mortgage (ARM) pass-through securities of Ginnie Mae (GNMA), Fannie Mae (FNMA) and Freddie Mac (FHLMC). Annual Report | 39 DIVIDEND DISTRIBUTIONS* Franklin Total Return Fund 11/1/07-10/31/08 DIVIDEND PER SHARE (CENTS) ----------------------------------------------------- MONTH CLASS A CLASS B CLASS C CLASS R ADVISOR CLASS - --------- ------- ------- ------- ------- ------------- November 4.2564 3.9336 3.9259 4.0532 4.4674 December 3.9927 3.6576 3.6542 3.7822 4.2076 January 3.9957 3.6572 3.6566 3.7846 4.2129 February 3.6406 3.3286 3.3266 3.4440 3.8416 March 4.1637 3.8356 3.8267 3.9541 4.3782 April 3.6145 3.3029 3.3016 3.4197 3.8150 May 3.5943 3.2817 3.2784 3.3989 3.7955 June 4.4861 4.1607 4.1591 4.2805 4.7021 July 4.3071 3.9878 3.9831 4.1096 4.5199 August 3.9604 3.6544 3.6541 3.7675 4.1488 September 4.0863 3.7615 3.7589 3.8800 4.2954 October 3.8720 3.5819 3.5788 3.6908 4.0558 ------- ------- ------- ------- ------- TOTAL 47.9698 44.1435 44.1040 45.5651 50.4402 * Assumes shares were purchased and held for the entire accrual period. 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. Index had returns of -11.36%, -12.98% and -15.24%, respectively.(4) Below investment grade sectors fared even worse as higher volatility and credit and liquidity concerns contributed to increased risk premiums. The BC U.S. Corporate High Yield Index and the BC Emerging Market (U.S. Dollar) Index had returns of - -25.81% and -24.31%.(5) (4.) Source: (C) 2008 Morningstar. The BC U.S. Credit Index is the U.S. credit component of the BC U.S. Government/Credit Index, and covers publicly issued U.S. corporate and specified foreign debentures and secured notes that meet the specified maturity, liquidity and quality requirements. To qualify, bonds must be SEC registered. The index includes both corporate and non-corporate sectors. The corporate sectors are industrial, utility and finance, which include both U.S. and non-U.S. corporations. The non-corporate sectors are sovereign, supranational, foreign agency and foreign local government. The BC ABS Index is the ABS component of the BC U.S. Aggregate Index and includes credit and charge, auto, home equity, utility and manufactured housing loans. The BC CMBS ERISA-Eligible Index is the CMBS component of the BC U.S. Aggregate Index and includes investment-grade securities that are ERISA-eligible under the underwriter's exemption. (5.) Source: (C) 2008 Morningstar. The BC U.S. Corporate High Yield Index covers the universe of U.S. dollar-denominated, noninvestment-grade, fixed-rate, taxable corporate bond market. Securities are classified as high yield if the middle rating of Moody's, Fitch and Standard & Poor's is Ba1/BB+/BB+ or below. The BC Emerging Market (U.S. Dollar) Index includes dollar-denominated debt of emerging markets in the following regions: Americas, Europe, Middle East, Africa and Asia. 40 | Annual Report Allocations to investment grade and below-investment grade spread sectors had a negative impact on performance relative to the BC U.S. Aggregate Index during the fiscal year, largely due to an ongoing flight to quality that partially resulted from concerns of bank financing and asset liquidations. Similarly, allocations to high quality CMBS and ABS also detracted from performance as spreads widened significantly in those sectors. The Fund's non-U.S. dollar positions generally helped performance relative to the BC U.S. Aggregate Index. During the period, we continued to find value in global fixed income markets and held a diversified portfolio that included international bond and currency exposure. As we believed global growth, particularly in Asia, should outpace U.S. and European growth rates, we sought opportunities where we thought we could take advantage of Asian currency strength and euro weakness. During the period, U.S. authorities seemed committed to stabilizing financial markets, by providing capital and liquidity. The SEC and other regulators took steps to strengthen investor confidence and Congress approved a $700 billion plan to address illiquid assets held by financial institutions. Central banks around the world also took measures to provide additional liquidity to global financial markets. At period-end, we believed these combined policy responses were positive steps in the efforts to stabilize the financial market environment and should help set the stage for a credit market recovery. Annual Report | 41 Thank you for your continued participation in Franklin Total Return Fund. We look forward to serving your future investment needs. (PHOTO OF ROGER A. BAYSTON) /s/ Roger A. Bayston Roger A. Bayston, CFA (PHOTO OF KENT BURNS) /s/ Kent Burns Kent Burns, CFA (PHOTO OF CHRISTOPHER J. MOLUMPHY) /s/ Christopher J. Molumphy Christopher J. Molumphy, CFA (PHOTO OF DAVID YUEN) /s/ David Yuen David Yuen, CFA, FRM Portfolio Management Team Franklin Total Return Fund THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF OCTOBER 31, 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, COUNTRY, INDUSTRY, SECURITY OR THE FUND. STATEMENTS OF FACT ARE FROM SOURCES CONSIDERED RELIABLE, BUT THE INVESTMENT MANAGER MAKES NO REPRESENTATION OR WARRANTY AS TO THEIR COMPLETENESS OR ACCURACY. ALTHOUGH HISTORICAL PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, THESE INSIGHTS MAY HELP YOU UNDERSTAND OUR INVESTMENT MANAGEMENT PHILOSOPHY. 42 | Annual Report Performance Summary as of 10/31/08 FRANKLIN TOTAL RETURN 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: FKBAX) CHANGE 10/31/08 10/31/07 - -------------------------------- ------ -------- -------- Net Asset Value (NAV) -$1.32 $8.60 $9.92 DISTRIBUTIONS (11/1/07-10/31/08) Dividend Income $0.479698 CLASS B (SYMBOL: FBTLX) CHANGE 10/31/08 10/31/07 - -------------------------------- ------ -------- -------- Net Asset Value (NAV) -$1.32 $8.60 $9.92 DISTRIBUTIONS (11/1/07-10/31/08) Dividend Income $0.441435 CLASS C (SYMBOL: FCTLX) CHANGE 10/31/08 10/31/07 - -------------------------------- ------ -------- -------- Net Asset Value (NAV) -$1.31 $8.60 $9.91 DISTRIBUTIONS (11/1/07-10/31/08) Dividend Income $0.441040 CLASS R (SYMBOL: FTRRX) CHANGE 10/31/08 10/31/07 - -------------------------------- ------ -------- -------- Net Asset Value (NAV) -$1.32 $8.60 $9.92 DISTRIBUTIONS (11/1/07-10/31/08) Dividend Income $0.455651 ADVISOR CLASS (SYMBOL: FBDAX) CHANGE 10/31/08 10/31/07 - -------------------------------- ------ -------- -------- Net Asset Value (NAV) -$1.32 $8.61 $9.93 DISTRIBUTIONS (11/1/07-10/31/08) Dividend Income $0.504402 Annual Report | 43 Performance Summary (CONTINUED) PERFORMANCE(1) CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURNS INCLUDE MAXIMUM SALES CHARGES. CLASS A: 4.25% MAXIMUM INITIAL SALES CHARGE; CLASS B: CONTINGENT DEFERRED SALES CHARGE (CDSC) DECLINING FROM 4% TO 1% OVER SIX YEARS, AND ELIMINATED THEREAFTER; CLASS C: 1% CDSC IN FIRST YEAR ONLY; CLASS R/ADVISOR CLASS: NO SALES CHARGES. CLASS A 1-YEAR 5-YEAR 10-YEAR - ------------------------------------- ------- ------ ------- Cumulative Total Return(2) -8.79% +8.78% +46.42% Average Annual Total Return(3) -12.66% +0.81% +3.44% Avg. Ann. Total Return (9/30/08)(4) -7.48% +1.80% +3.91% Distribution Rate(5) 5.56% 30-Day Standardized Yield(6) 5.81% Total Annual Operating Expenses(7) Without Waiver 1.09% With Waiver 0.85% CLASS B 1-YEAR 5-YEAR INCEPTION (3/1/02) - ------------------------------------- ------- ------ ------------------ Cumulative Total Return(2) -9.15% +6.65% +20.30% Average Annual Total Return(3) -12.62% +0.97% +2.81% Avg. Ann. Total Return (9/30/08)(4) -7.43% +1.95% +3.69% Distribution Rate(5) 5.35% 30-Day Standardized Yield(6) 5.65% Total Annual Operating Expenses(7) Without Waiver 1.49% With Waiver 1.25% CLASS C 1-YEAR 5-YEAR INCEPTION (3/1/02) - ------------------------------------- ------- ------ ------------------ Cumulative Total Return(2) -9.15% +6.72% +20.38% Average Annual Total Return(3) -10.02% +1.31% +2.82% Avg. Ann. Total Return (9/30/08)(4) -4.68% +2.28% +3.70% Distribution Rate(5) 5.34% 30-Day Standardized Yield(6) 5.65% Total Annual Operating Expenses(7) Without Waiver 1.49% With Waiver 1.25% CLASS R 1-YEAR 5-YEAR INCEPTION (1/1/02) - ------------------------------------- ------- ------ ------------------ Cumulative Total Return(2) -9.01% +7.44% +42.68% Average Annual Total Return(3) -9.01% +1.45% +3.62% Avg. Ann. Total Return (9/30/08)(4) -3.62% +2.43% +4.09% Distribution Rate(5) 5.52% 30-Day Standardized Yield(6) 5.81% Total Annual Operating Expenses(7) Without Waiver 1.34% With Waiver 1.10% 44 | Annual Report Performance Summary (CONTINUED) PERFORMANCE(1) (CONTINUED) ADVISOR CLASS 1-YEAR 5-YEAR 10-YEAR - ------------------------------------- ------- ------ ------- Cumulative Total Return(2) -8.64% +10.16% +50.13% Average Annual Total Return(3) -8.64% +1.95% +4.15% Avg. Ann. Total Return (9/30/08)(4) -3.12% +2.97% +4.65% Distribution Rate(5) 6.10% 30-Day Standardized Yield(6) 6.33% Total Annual Operating Expenses(7) Without Waiver 0.84% With Waiver 0.60% PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. FOR MOST RECENT MONTH-END PERFORMANCE, SEE "FUNDS AND PERFORMANCE" AT FRANKLINTEMPLETON.COM OR CALL (800) 342-5236. THE INVESTMENT MANAGER AND ADMINISTRATOR HAVE CONTRACTUALLY AGREED TO WAIVE OR LIMIT THEIR RESPECTIVE FEES AND TO ASSUME AS THEIR OWN EXPENSE CERTAIN EXPENSES OTHERWISE PAYABLE BY THE FUND SO THAT TOTAL ANNUAL FUND OPERATING EXPENSES, EXCLUDING ACQUIRED FUND FEES AND EXPENSES, DO NOT EXCEED THE AMOUNT SHOWN WITH WAIVER FOR EACH SHARE CLASS (OTHER THAN NON-ROUTINE EXPENSES OR COSTS, INCLUDING THOSE RELATING TO LITIGATION, INDEMNIFICATION, REORGANIZATIONS AND LIQUIDATIONS) UNTIL 2/28/09. Annual Report | 45 Performance Summary (CONTINUED) TOTAL RETURN INDEX COMPARISON FOR A HYPOTHETICAL $10,000 INVESTMENT(1) Total return represents the change in value of an investment over the periods shown. It includes 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 10/31/08 - ------- -------- 1-Year -12.66% 5-Year +0.81% 10-Year +3.44% CLASS A (11/1/98-10/31/08) (PERFORMANCE GRAPH) FRANKLIN TOTAL RETURN BARCLAYS CAPITAL U.S. DATE FUND - CLASS A AGGREGATE INDEX CPI - ---------- --------------------- --------------------- ------- 11/1/1998 $ 9,575 $10,000 $10,000 11/30/1998 $ 9,616 $10,057 $10,000 12/31/1998 $ 9,637 $10,087 $ 9,994 1/31/1999 $ 9,707 $10,159 $10,018 2/28/1999 $ 9,523 $ 9,982 $10,030 3/31/1999 $ 9,558 $10,037 $10,061 4/30/1999 $ 9,584 $10,069 $10,134 5/31/1999 $ 9,457 $ 9,980 $10,134 6/30/1999 $ 9,426 $ 9,949 $10,134 7/31/1999 $ 9,386 $ 9,906 $10,165 8/31/1999 $ 9,393 $ 9,901 $10,189 9/30/1999 $ 9,474 $10,016 $10,238 10/31/1999 $ 9,505 $10,053 $10,256 11/30/1999 $ 9,567 $10,052 $10,262 12/31/1999 $ 9,549 $10,004 $10,262 1/31/2000 $ 9,463 $ 9,971 $10,293 2/29/2000 $ 9,574 $10,092 $10,354 3/31/2000 $ 9,655 $10,225 $10,439 4/30/2000 $ 9,613 $10,196 $10,445 5/31/2000 $ 9,593 $10,191 $10,457 6/30/2000 $ 9,844 $10,403 $10,512 7/31/2000 $ 9,939 $10,497 $10,537 8/31/2000 $10,088 $10,650 $10,537 9/30/2000 $10,174 $10,716 $10,591 10/31/2000 $10,229 $10,787 $10,610 11/30/2000 $10,348 $10,964 $10,616 12/31/2000 $10,566 $11,167 $10,610 1/31/2001 $10,770 $11,350 $10,677 2/28/2001 $10,832 $11,449 $10,720 3/31/2001 $10,871 $11,506 $10,744 4/30/2001 $10,769 $11,458 $10,787 5/31/2001 $10,817 $11,527 $10,835 6/30/2001 $10,863 $11,571 $10,854 7/31/2001 $11,106 $11,830 $10,823 8/31/2001 $11,211 $11,965 $10,823 9/30/2001 $11,255 $12,105 $10,872 10/31/2001 $11,443 $12,358 $10,835 11/30/2001 $11,327 $12,188 $10,817 12/31/2001 $11,278 $12,110 $10,774 1/31/2002 $11,356 $12,208 $10,799 2/28/2002 $11,443 $12,327 $10,841 3/31/2002 $11,268 $12,122 $10,902 4/30/2002 $11,474 $12,357 $10,963 5/31/2002 $11,577 $12,462 $10,963 6/30/2002 $11,567 $12,570 $10,970 7/31/2002 $11,564 $12,721 $10,982 8/31/2002 $11,774 $12,936 $11,018 9/30/2002 $11,916 $13,146 $11,037 10/31/2002 $11,837 $13,086 $11,055 11/30/2002 $11,949 $13,082 $11,055 12/31/2002 $12,202 $13,352 $11,030 1/31/2003 $12,269 $13,364 $11,079 2/28/2003 $12,430 $13,549 $11,165 3/31/2003 $12,431 $13,538 $11,232 4/30/2003 $12,620 $13,650 $11,207 5/31/2003 $12,845 $13,904 $11,189 6/30/2003 $12,887 $13,877 $11,201 7/31/2003 $12,501 $13,410 $11,213 8/31/2003 $12,604 $13,499 $11,256 9/30/2003 $12,947 $13,857 $11,293 10/31/2003 $12,888 $13,728 $11,280 11/30/2003 $12,978 $13,760 $11,250 12/31/2003 $13,166 $13,900 $11,238 1/31/2004 $13,296 $14,012 $11,293 2/29/2004 $13,412 $14,164 $11,354 3/31/2004 $13,495 $14,270 $11,427 4/30/2004 $13,167 $13,899 $11,463 5/31/2004 $13,082 $13,843 $11,530 6/30/2004 $13,163 $13,921 $11,567 7/31/2004 $13,284 $14,059 $11,549 8/31/2004 $13,537 $14,328 $11,555 9/30/2004 $13,601 $14,367 $11,579 10/31/2004 $13,742 $14,487 $11,640 11/30/2004 $13,728 $14,371 $11,646 12/31/2004 $13,859 $14,504 $11,604 1/31/2005 $13,923 $14,595 $11,628 2/28/2005 $13,902 $14,509 $11,695 3/31/2005 $13,775 $14,434 $11,787 4/30/2005 $13,906 $14,629 $11,866 5/31/2005 $14,041 $14,788 $11,854 6/30/2005 $14,118 $14,868 $11,860 7/31/2005 $14,013 $14,733 $11,915 8/31/2005 $14,177 $14,922 $11,976 9/30/2005 $14,031 $14,768 $12,122 10/31/2005 $13,916 $14,651 $12,146 11/30/2005 $13,981 $14,716 $12,049 12/31/2005 $14,109 $14,856 $12,000 1/31/2006 $14,165 $14,857 $12,091 2/28/2006 $14,216 $14,906 $12,116 3/31/2006 $14,058 $14,760 $12,183 4/30/2006 $14,067 $14,733 $12,287 5/31/2006 $14,040 $14,717 $12,348 6/30/2006 $14,037 $14,749 $12,372 7/31/2006 $14,254 $14,948 $12,409 8/31/2006 $14,444 $15,177 $12,433 9/30/2006 $14,572 $15,310 $12,372 10/31/2006 $14,690 $15,411 $12,305 11/30/2006 $14,877 $15,590 $12,287 12/31/2006 $14,795 $15,500 $12,305 1/31/2007 $14,794 $15,493 $12,342 2/28/2007 $14,979 $15,732 $12,408 3/31/2007 $15,008 $15,733 $12,521 4/30/2007 $15,145 $15,818 $12,603 5/31/2007 $15,071 $15,698 $12,680 6/30/2007 $14,964 $15,651 $12,704 7/31/2007 $14,966 $15,782 $12,701 8/31/2007 $15,059 $15,975 $12,678 9/30/2007 $15,301 $16,096 $12,713 10/31/2007 $15,370 $16,241 $12,740 11/30/2007 $15,482 $16,533 $12,816 12/31/2007 $15,513 $16,579 $12,807 1/31/2008 $15,638 $16,858 $12,871 2/29/2008 $15,570 $16,881 $12,908 3/31/2008 $15,557 $16,939 $13,020 4/30/2008 $15,693 $16,904 $13,099 5/31/2008 $15,607 $16,780 $13,209 6/30/2008 $15,408 $16,766 $13,342 7/31/2008 $15,300 $16,752 $13,412 8/31/2008 $15,316 $16,912 $13,359 9/30/2008 $14,784 $16,684 $13,340 10/31/2008 $14,019 $16,291 $13,206 AVERAGE ANNUAL TOTAL RETURN CLASS B 10/31/08 - ------------------------ -------- 1-Year -12.62% 5-Year +0.97% Since Inception (3/1/02) +2.81% CLASS B (3/1/02-10/31/08) (PERFORMANCE GRAPH) FRANKLIN TOTAL RETURN BARCLAYS CAPITAL U.S. DATE FUND - CLASS B AGGREGATE INDEX CPI - ---------- --------------------- --------------------- ------- 3/1/2002 $10,000 $10,000 $10,000 3/31/2002 $ 9,916 $ 9,834 $10,056 4/30/2002 $10,102 $10,024 $10,112 5/31/2002 $10,189 $10,110 $10,112 6/30/2002 $10,177 $10,197 $10,118 7/31/2002 $10,171 $10,320 $10,129 8/31/2002 $10,353 $10,494 $10,163 9/30/2002 $10,474 $10,664 $10,180 10/31/2002 $10,401 $10,616 $10,197 11/30/2002 $10,497 $10,613 $10,197 12/31/2002 $10,715 $10,832 $10,174 1/31/2003 $10,770 $10,841 $10,219 2/28/2003 $10,908 $10,991 $10,298 3/31/2003 $10,905 $10,983 $10,360 4/30/2003 $11,068 $11,074 $10,337 5/31/2003 $11,261 $11,280 $10,321 6/30/2003 $11,294 $11,258 $10,332 7/31/2003 $10,952 $10,879 $10,343 8/31/2003 $11,039 $10,951 $10,382 9/30/2003 $11,335 $11,241 $10,416 10/31/2003 $11,279 $11,136 $10,405 11/30/2003 $11,355 $11,163 $10,377 12/31/2003 $11,515 $11,277 $10,366 1/31/2004 $11,614 $11,368 $10,416 2/29/2004 $11,723 $11,491 $10,472 3/31/2004 $11,791 $11,577 $10,540 4/30/2004 $11,501 $11,275 $10,574 5/31/2004 $11,423 $11,230 $10,636 6/30/2004 $11,490 $11,294 $10,669 7/31/2004 $11,592 $11,406 $10,652 8/31/2004 $11,809 $11,623 $10,658 9/30/2004 $11,861 $11,655 $10,681 10/31/2004 $11,980 $11,753 $10,737 11/30/2004 $11,964 $11,659 $10,742 12/31/2004 $12,062 $11,766 $10,703 1/31/2005 $12,126 $11,840 $10,726 2/28/2005 $12,104 $11,770 $10,787 3/31/2005 $11,989 $11,710 $10,872 4/30/2005 $12,100 $11,868 $10,945 5/31/2005 $12,213 $11,997 $10,934 6/30/2005 $12,276 $12,062 $10,939 7/31/2005 $12,181 $11,952 $10,990 8/31/2005 $12,319 $12,105 $11,046 9/30/2005 $12,188 $11,981 $11,181 10/31/2005 $12,084 $11,886 $11,204 11/30/2005 $12,137 $11,938 $11,114 12/31/2005 $12,243 $12,052 $11,069 1/31/2006 $12,287 $12,053 $11,153 2/28/2006 $12,329 $12,093 $11,175 3/31/2006 $12,187 $11,974 $11,237 4/30/2006 $12,191 $11,952 $11,333 5/31/2006 $12,163 $11,939 $11,389 6/30/2006 $12,157 $11,965 $11,412 7/31/2006 $12,328 $12,127 $11,445 8/31/2006 $12,501 $12,312 $11,468 9/30/2006 $12,595 $12,420 $11,412 10/31/2006 $12,693 $12,502 $11,350 11/30/2006 $12,863 $12,647 $11,333 12/31/2006 $12,788 $12,574 $11,350 1/31/2007 $12,783 $12,569 $11,384 2/28/2007 $12,939 $12,763 $11,445 3/31/2007 $12,960 $12,763 $11,550 4/30/2007 $13,060 $12,832 $11,625 5/31/2007 $13,005 $12,735 $11,696 6/30/2007 $12,908 $12,697 $11,718 7/31/2007 $12,906 $12,803 $11,715 8/31/2007 $12,968 $12,960 $11,694 9/30/2007 $13,186 $13,058 $11,726 10/31/2007 $13,241 $13,176 $11,751 11/30/2007 $13,333 $13,413 $11,821 12/31/2007 $13,356 $13,450 $11,813 1/31/2008 $13,459 $13,676 $11,872 2/29/2008 $13,396 $13,695 $11,906 3/31/2008 $13,380 $13,742 $12,009 4/30/2008 $13,493 $13,713 $12,082 5/31/2008 $13,401 $13,612 $12,184 6/30/2008 $13,239 $13,602 $12,307 7/31/2008 $13,142 $13,590 $12,371 8/31/2008 $13,151 $13,720 $12,322 9/30/2008 $12,690 $13,535 $12,305 10/31/2008 $12,030 $13,216 $12,181 46 | Annual Report Performance Summary (CONTINUED) CLASS C (3/1/02-10/31/08) (PERFORMANCE GRAPH) DATE FRANKLIN TOTAL RETURN FUND - CLASS C BARCLAYS CAPITAL U.S. AGGREGATE INDEX CPI - ---------- ------------------------------------ ------------------------------------- ------- 3/1/2002 $10,000 $10,000 $10,000 3/31/2002 $ 9,928 $ 9,834 $10,056 4/30/2002 $10,110 $10,024 $10,112 5/31/2002 $10,187 $10,110 $10,112 6/30/2002 $10,185 $10,197 $10,118 7/31/2002 $10,168 $10,320 $10,129 8/31/2002 $10,361 $10,494 $10,163 9/30/2002 $10,472 $10,664 $10,180 10/31/2002 $10,398 $10,616 $10,197 11/30/2002 $10,505 $10,613 $10,197 12/31/2002 $10,715 $10,832 $10,174 1/31/2003 $10,783 $10,841 $10,219 2/28/2003 $10,911 $10,991 $10,298 3/31/2003 $10,907 $10,983 $10,360 4/30/2003 $11,069 $11,074 $10,337 5/31/2003 $11,262 $11,280 $10,321 6/30/2003 $11,294 $11,258 $10,332 7/31/2003 $10,952 $10,879 $10,343 8/31/2003 $11,050 $10,951 $10,382 9/30/2003 $11,346 $11,241 $10,416 10/31/2003 $11,279 $11,136 $10,405 11/30/2003 $11,355 $11,163 $10,377 12/31/2003 $11,515 $11,277 $10,366 1/31/2004 $11,625 $11,368 $10,416 2/29/2004 $11,735 $11,491 $10,472 3/31/2004 $11,802 $11,577 $10,540 4/30/2004 $11,501 $11,275 $10,574 5/31/2004 $11,434 $11,230 $10,636 6/30/2004 $11,490 $11,294 $10,669 7/31/2004 $11,592 $11,406 $10,652 8/31/2004 $11,809 $11,623 $10,658 9/30/2004 $11,872 $11,655 $10,681 10/31/2004 $11,991 $11,753 $10,737 11/30/2004 $11,963 $11,659 $10,742 12/31/2004 $12,073 $11,766 $10,703 1/31/2005 $12,136 $11,840 $10,726 2/28/2005 $12,114 $11,770 $10,787 3/31/2005 $11,988 $11,710 $10,872 4/30/2005 $12,110 $11,868 $10,945 5/31/2005 $12,224 $11,997 $10,934 6/30/2005 $12,274 $12,062 $10,939 7/31/2005 $12,191 $11,952 $10,990 8/31/2005 $12,329 $12,105 $11,046 9/30/2005 $12,186 $11,981 $11,181 10/31/2005 $12,094 $11,886 $11,204 11/30/2005 $12,134 $11,938 $11,114 12/31/2005 $12,241 $12,052 $11,069 1/31/2006 $12,285 $12,053 $11,153 2/28/2006 $12,326 $12,093 $11,175 3/31/2006 $12,197 $11,974 $11,237 4/30/2006 $12,201 $11,952 $11,333 5/31/2006 $12,172 $11,939 $11,389 6/30/2006 $12,166 $11,965 $11,412 7/31/2006 $12,337 $12,127 $11,445 8/31/2006 $12,510 $12,312 $11,468 9/30/2006 $12,604 $12,420 $11,412 10/31/2006 $12,702 $12,502 $11,350 11/30/2006 $12,872 $12,647 $11,333 12/31/2006 $12,797 $12,574 $11,350 1/31/2007 $12,779 $12,569 $11,384 2/28/2007 $12,948 $12,763 $11,445 3/31/2007 $12,956 $12,763 $11,550 4/30/2007 $13,069 $12,832 $11,625 5/31/2007 $13,001 $12,735 $11,696 6/30/2007 $12,917 $12,697 $11,718 7/31/2007 $12,902 $12,803 $11,715 8/31/2007 $12,977 $12,960 $11,694 9/30/2007 $13,195 $13,058 $11,726 10/31/2007 $13,250 $13,176 $11,751 11/30/2007 $13,343 $13,413 $11,821 12/31/2007 $13,365 $13,450 $11,813 1/31/2008 $13,468 $13,676 $11,872 2/29/2008 $13,405 $13,695 $11,906 3/31/2008 $13,375 $13,742 $12,009 4/30/2008 $13,502 $13,713 $12,082 5/31/2008 $13,410 $13,612 $12,184 6/30/2008 $13,248 $13,602 $12,307 7/31/2008 $13,151 $13,590 $12,371 8/31/2008 $13,160 $13,720 $12,322 9/30/2008 $12,699 $13,535 $12,305 10/31/2008 $12,038 $13,216 $12,181 AVERAGE ANNUAL TOTAL RETURN CLASS C 10/31/08 - ------------------------ -------- 1-Year -10.02% 5-Year +1.31% Since Inception (3/1/02) +2.82% CLASS R (1/1/02-10/31/08) (PERFORMANCE GRAPH) DATE FRANKLIN TOTAL RETURN FUND - CLASS R BARCLAYS CAPITAL U.S. AGGREGATE INDEX CPI - ---------- ------------------------------------ ------------------------------------- ------- 1/2/2002 $10,000 $10,000 $10,000 1/31/2002 $10,116 $10,081 $10,023 2/28/2002 $10,181 $10,179 $10,062 3/31/2002 $10,024 $10,009 $10,119 4/30/2002 $10,206 $10,204 $10,175 5/31/2002 $10,296 $10,290 $10,175 6/30/2002 $10,285 $10,379 $10,181 7/31/2002 $10,280 $10,505 $10,192 8/31/2002 $10,465 $10,682 $10,226 9/30/2002 $10,589 $10,855 $10,243 10/31/2002 $10,517 $10,806 $10,260 11/30/2002 $10,614 $10,803 $10,260 12/31/2002 $10,824 $11,026 $10,238 1/31/2003 $10,892 $11,035 $10,283 2/28/2003 $11,033 $11,188 $10,362 3/31/2003 $11,032 $11,179 $10,424 4/30/2003 $11,197 $11,272 $10,402 5/31/2003 $11,394 $11,482 $10,385 6/30/2003 $11,429 $11,459 $10,396 7/31/2003 $11,084 $11,074 $10,407 8/31/2003 $11,173 $11,147 $10,447 9/30/2003 $11,475 $11,442 $10,481 10/31/2003 $11,420 $11,336 $10,470 11/30/2003 $11,498 $11,363 $10,441 12/31/2003 $11,661 $11,478 $10,430 1/31/2004 $11,763 $11,571 $10,481 2/29/2004 $11,875 $11,696 $10,538 3/31/2004 $11,946 $11,784 $10,606 4/30/2004 $11,641 $11,477 $10,640 5/31/2004 $11,575 $11,431 $10,702 6/30/2004 $11,645 $11,496 $10,736 7/31/2004 $11,750 $11,610 $10,719 8/31/2004 $11,971 $11,831 $10,724 9/30/2004 $12,025 $11,863 $10,747 10/31/2004 $12,147 $11,963 $10,804 11/30/2004 $12,120 $11,867 $10,809 12/31/2004 $12,234 $11,976 $10,770 1/31/2005 $12,299 $12,052 $10,792 2/28/2005 $12,279 $11,981 $10,855 3/31/2005 $12,164 $11,919 $10,939 4/30/2005 $12,277 $12,080 $11,013 5/31/2005 $12,393 $12,211 $11,002 6/30/2005 $12,459 $12,278 $11,007 7/31/2005 $12,363 $12,166 $11,058 8/31/2005 $12,506 $12,322 $11,115 9/30/2005 $12,373 $12,195 $11,251 10/31/2005 $12,270 $12,098 $11,273 11/30/2005 $12,325 $12,152 $11,183 12/31/2005 $12,435 $12,267 $11,138 1/31/2006 $12,482 $12,268 $11,222 2/28/2006 $12,525 $12,309 $11,245 3/31/2006 $12,382 $12,188 $11,307 4/30/2006 $12,388 $12,166 $11,404 5/31/2006 $12,361 $12,153 $11,460 6/30/2006 $12,356 $12,179 $11,483 7/31/2006 $12,532 $12,343 $11,517 8/31/2006 $12,709 $12,532 $11,539 9/30/2006 $12,819 $12,642 $11,483 10/31/2006 $12,908 $12,726 $11,420 11/30/2006 $13,082 $12,874 $11,404 12/31/2006 $13,007 $12,799 $11,420 1/31/2007 $13,004 $12,794 $11,455 2/28/2007 $13,164 $12,991 $11,517 3/31/2007 $13,187 $12,991 $11,622 4/30/2007 $13,304 $13,061 $11,697 5/31/2007 $13,236 $12,962 $11,768 6/30/2007 $13,140 $12,924 $11,791 7/31/2007 $13,139 $13,032 $11,788 8/31/2007 $13,217 $13,192 $11,767 9/30/2007 $13,427 $13,292 $11,799 10/31/2007 $13,485 $13,411 $11,824 11/30/2007 $13,580 $13,652 $11,895 12/31/2007 $13,604 $13,691 $11,887 1/31/2008 $13,712 $13,921 $11,946 2/29/2008 $13,649 $13,940 $11,980 3/31/2008 $13,635 $13,987 $12,084 4/30/2008 $13,751 $13,958 $12,157 5/31/2008 $13,660 $13,856 $12,260 6/30/2008 $13,496 $13,845 $12,383 7/31/2008 $13,399 $13,833 $12,448 8/31/2008 $13,410 $13,965 $12,399 9/30/2008 $12,942 $13,777 $12,382 10/31/2008 $12,271 $13,452 $12,257 AVERAGE ANNUAL TOTAL RETURN CLASS R 10/31/08 - ------------------------ -------- 1-Year -9.01% 5-Year +1.45% Since Inception (1/1/02) +3.62% Annual Report | 47 Performance Summary (CONTINUED) AVERAGE ANNUAL TOTAL RETURN ADVISOR CLASS 10/31/08 - ------------- -------- 1-Year -8.64% 5-Year +1.95% 10-Year +4.15% ADVISOR CLASS (11/1/98-10/31/08) (PERFORMANCE GRAPH) DATE FRANKLIN TOTAL RETURN FUND - ADVISOR CLASS BARCLAYS CAPITAL U.S. AGGREGATE INDEX CPI - ------------- ------------------------------------------ ------------------------------------- ------- 11/1/1998 $10,000 $10,000 $10,000 11/30/1998 $10,045 $10,057 $10,000 12/31/1998 $10,078 $10,087 $ 9,994 1/31/1999 $10,144 $10,159 $10,018 2/28/1999 $9,954 $9,982 $10,030 3/31/1999 $9,995 $10,037 $10,061 4/30/1999 $10,024 $10,069 $10,134 5/31/1999 $9,893 $9,980 $10,134 6/30/1999 $9,863 $9,949 $10,134 7/31/1999 $9,823 $9,906 $10,165 8/31/1999 $9,833 $9,901 $10,189 9/30/1999 $9,919 $10,016 $10,238 10/31/1999 $9,954 $10,053 $10,256 11/30/1999 $10,020 $10,052 $10,262 12/31/1999 $10,004 $10,004 $10,262 1/31/2000 $9,916 $9,971 $10,293 2/29/2000 $10,034 $10,092 $10,354 3/31/2000 $10,120 $10,225 $10,439 4/30/2000 $10,079 $10,196 $10,445 5/31/2000 $10,060 $10,191 $10,457 6/30/2000 $10,325 $10,403 $10,512 7/31/2000 $10,427 $10,497 $10,537 8/31/2000 $10,585 $10,650 $10,537 9/30/2000 $10,677 $10,716 $10,591 10/31/2000 $10,737 $10,787 $10,610 11/30/2000 $10,853 $10,964 $10,616 12/31/2000 $11,084 $11,167 $10,610 1/31/2001 $11,311 $11,350 $10,677 2/28/2001 $11,378 $11,449 $10,720 3/31/2001 $11,409 $11,506 $10,744 4/30/2001 $11,316 $11,458 $10,787 5/31/2001 $11,369 $11,527 $10,835 6/30/2001 $11,432 $11,571 $10,854 7/31/2001 $11,677 $11,830 $10,823 8/31/2001 $11,790 $11,965 $10,823 9/30/2001 $11,851 $12,105 $10,872 10/31/2001 $12,051 $12,358 $10,835 11/30/2001 $11,919 $12,188 $10,817 12/31/2001 $11,870 $12,110 $10,774 1/31/2002 $11,967 $12,208 $10,799 2/28/2002 $12,048 $12,327 $10,841 3/31/2002 $11,867 $12,122 $10,902 4/30/2002 $12,088 $12,357 $10,963 5/31/2002 $12,199 $12,462 $10,963 6/30/2002 $12,203 $12,570 $10,970 7/31/2002 $12,190 $12,721 $10,982 8/31/2002 $12,427 $12,936 $11,018 9/30/2002 $12,566 $13,146 $11,037 10/31/2002 $12,486 $13,086 $11,055 11/30/2002 $12,620 $13,082 $11,055 12/31/2002 $12,876 $13,352 $11,030 1/31/2003 $12,963 $13,364 $11,079 2/28/2003 $13,122 $13,549 $11,165 3/31/2003 $13,126 $13,538 $11,232 4/30/2003 $13,328 $13,650 $11,207 5/31/2003 $13,568 $13,904 $11,189 6/30/2003 $13,616 $13,877 $11,201 7/31/2003 $13,211 $13,410 $11,213 8/31/2003 $13,323 $13,499 $11,256 9/30/2003 $13,687 $13,857 $11,293 10/31/2003 $13,628 $13,728 $11,280 11/30/2003 $13,726 $13,760 $11,250 12/31/2003 $13,928 $13,900 $11,238 1/31/2004 $14,068 $14,012 $11,293 2/29/2004 $14,207 $14,164 $11,354 3/31/2004 $14,298 $14,270 $11,427 4/30/2004 $13,941 $13,899 $11,463 5/31/2004 $13,867 $13,843 $11,530 6/30/2004 $13,943 $13,921 $11,567 7/31/2004 $14,074 $14,059 $11,549 8/31/2004 $14,345 $14,328 $11,555 9/30/2004 $14,429 $14,367 $11,579 10/31/2004 $14,581 $14,487 $11,640 11/30/2004 $14,555 $14,371 $11,646 12/31/2004 $14,698 $14,504 $11,604 1/31/2005 $14,783 $14,595 $11,628 2/28/2005 $14,764 $14,509 $11,695 3/31/2005 $14,618 $14,434 $11,787 4/30/2005 $14,774 $14,629 $11,866 5/31/2005 $14,921 $14,788 $11,854 6/30/2005 $14,991 $14,868 $11,860 7/31/2005 $14,882 $14,733 $11,915 8/31/2005 $15,075 $14,922 $11,976 9/30/2005 $14,908 $14,768 $12,122 10/31/2005 $14,789 $14,651 $12,146 11/30/2005 $14,861 $14,716 $12,049 12/31/2005 $15,000 $14,856 $12,000 1/31/2006 $15,063 $14,857 $12,091 2/28/2006 $15,121 $14,906 $12,116 3/31/2006 $14,971 $14,760 $12,183 4/30/2006 $14,984 $14,733 $12,287 5/31/2006 $14,958 $14,717 $12,348 6/30/2006 $14,958 $14,749 $12,372 7/31/2006 $15,177 $14,948 $12,409 8/31/2006 $15,397 $15,177 $12,433 9/30/2006 $15,521 $15,310 $12,372 10/31/2006 $15,651 $15,411 $12,305 11/30/2006 $15,853 $15,590 $12,287 12/31/2006 $15,768 $15,500 $12,305 1/31/2007 $15,771 $15,493 $12,342 2/28/2007 $15,972 $15,732 $12,408 3/31/2007 $16,006 $15,733 $12,521 4/30/2007 $16,155 $15,818 $12,603 5/31/2007 $16,079 $15,698 $12,680 6/30/2007 $15,985 $15,651 $12,704 7/31/2007 $15,975 $15,782 $12,701 8/31/2007 $16,077 $15,975 $12,678 9/30/2007 $16,355 $16,096 $12,713 10/31/2007 $16,432 $16,241 $12,740 11/30/2007 $16,556 $16,533 $12,816 12/31/2007 $16,576 $16,579 $12,807 1/31/2008 $16,730 $16,858 $12,871 2/29/2008 $16,660 $16,881 $12,908 3/31/2008 $16,633 $16,939 $13,020 4/30/2008 $16,799 $16,904 $13,099 5/31/2008 $16,694 $16,780 $13,209 6/30/2008 $16,501 $16,766 $13,342 7/31/2008 $16,373 $16,752 $13,412 8/31/2008 $16,393 $16,912 $13,359 9/30/2008 $15,845 $16,684 $13,340 10/31/2008 $15,013 $16,291 $13,206 ENDNOTES INTEREST RATE MOVEMENTS AND MORTGAGE PREPAYMENTS WILL AFFECT THE FUND'S SHARE PRICE AND YIELD. 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. INVESTING IN DERIVATIVE SECURITIES SUCH AS FINANCIAL FUTURES AND OPTION CONTRACTS INVOLVES SPECIAL RISKS. THE RISKS ASSOCIATED WITH HIGHER-YIELDING, LOWER-RATED SECURITIES (COMMONLY CALLED JUNK BONDS) INCLUDE HIGHER RISK OF DEFAULT AND LOSS OF PRINCIPAL. INVESTMENT IN FOREIGN SECURITIES ALSO INVOLVES SPECIAL RISKS, INCLUDING CURRENCY FLUCTUATIONS AND POLITICAL AND ECONOMIC UNCERTAINTY. THE FUND'S USE OF FOREIGN CURRENCY TECHNIQUES INVOLVES SPECIAL RISKS AS SUCH TECHNIQUES MAY NOT ACHIEVE THE ANTICIPATED BENEFITS AND/OR MAY RESULT IN LOSSES TO THE 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. CLASS R: Shares are available to certain eligible investors as described in the prospectus. These shares have higher annual fees and expenses than Class A shares. ADVISOR CLASS: Shares are available to certain eligible investors as described in the prospectus. (1.) 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 5.59%, 5.43%, 5.43%, 5.58% and 6.11% for Classes A, B, C, R and Advisor, respectively. (2.) Cumulative total return represents the change in value of an investment over the periods indicated. (3.) Average annual total return represents the average annual change in value of an investment over the periods indicated. (4.) In accordance with SEC rules, we provide standardized average annual total return information through the latest calendar quarter. (5.) Distribution rate is based on an annualization of the sum of the respective class's past 30 days' daily distributions and the maximum offering price (NAV for Classes B, C, R and Advisor) per share on 10/31/08. (6.) Yield, calculated as required by the SEC, is based on the earnings of the Fund's portfolio for the 30 days ended 10/31/08. (7.) Figures are as stated in the Fund's prospectus current as of the date of this report. (8.) Source: (C) 2008 Morningstar. The BC U.S. Aggregate Index represents securities that are SEC-registered, taxable and dollar denominated. The index covers the U.S. investment grade fixed-rate bond market, with index components for government and corporate securities, mortgage pass-through securities and asset-backed securities. All issues included must have at least one year to final maturity and must be rated investment grade (Baa3 or better) by Moody's Investors Service. They must also be dollar denominated and nonconvertible. Total return includes price appreciation/depreciation and income as a percentage of the original investment. The index is rebalanced monthly by market capitalization. The Consumer Price Index (CPI), calculated by the U.S. Bureau of Labor Statistics, is a commonly used measure of the inflation rate. 48 | Annual Report Your Fund's Expenses FRANKLIN TOTAL RETURN 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 | 49 Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES 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 5/1/08 VALUE 10/31/08 PERIOD* 5/1/08-10/31/08 ----------------- -------------- ----------------------- CLASS A Actual $1,000 $ 893.30 $4.05 Hypothetical (5% return before expenses) $1,000 $1,020.86 $4.32 CLASS B Actual $1,000 $ 891.60 $5.94 Hypothetical (5% return before expenses) $1,000 $1,018.85 $6.34 CLASS C Actual $1,000 $ 891.60 $5.94 Hypothetical (5% return before expenses) $1,000 $1,018.85 $6.34 CLASS R Actual $1,000 $ 892.20 $5.23 Hypothetical (5% return before expenses) $1,000 $1,019.61 $5.58 ADVISOR CLASS Actual $1,000 $ 893.70 $2.86 Hypothetical (5% return before expenses) $1,000 $1,022.12 $3.05 * Expenses are calculated using the most recent six-month expense ratio, net of expense waivers, annualized for each class (A: 0.85%; B: 1.25%; C: 1.25%; R: 1.10%; and Advisor: 0.60%), multiplied by the average account value over the period, multiplied by 184/366 to reflect the one-half year period. 50 | Annual Report Franklin Investors Securities Trust FINANCIAL HIGHLIGHTS FRANKLIN ADJUSTABLE U.S. GOVERNMENT SECURITIES FUND YEAR ENDED OCTOBER 31, --------------------------------------------------------- CLASS A 2008 2007 2006 2005 2004 - ---------------------------------------------------------------------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ................................... $ 8.87 $ 8.88 $ 8.93 $ 9.06 $ 9.16 -------- -------- -------- -------- -------- Income from investment operations(a): Net investment income ............................................. 0.344 0.380 0.303 0.292 0.277 Net realized and unrealized gains (losses) ........................ 0.010 0.053 0.025 (0.129) (0.102) -------- -------- -------- -------- -------- Total from investment operations ..................................... 0.354 0.433 0.328 0.163 0.175 -------- -------- -------- -------- -------- Less distributions from net investment income ........................ (0.364) (0.443) (0.378) (0.293) (0.275) -------- -------- -------- -------- -------- Redemption fees(b,c) ................................................. -- -- -- -- -- -------- -------- -------- -------- -------- Net asset value, end of year ......................................... $ 8.86 $ 8.87 $ 8.88 $ 8.93 $ 9.06 ======== ======= ======== ======== ======== Total return(d) ...................................................... 4.06% 4.99% 3.75% 1.82% 1.94% RATIOS TO AVERAGE NET ASSETS Expenses(e) .......................................................... 0.90%(f) 0.91%(f) 0.89%(f) 0.90% 0.89% Net investment income ................................................ 3.64% 4.29% 3.50% 3.23% 3.01% SUPPLEMENTAL DATA Net assets, end of year (000's) ...................................... $586,696 $333,425 $372,703 $475,213 $577,073 Portfolio turnover rate(g) ........................................... 23.83% 27.39% 15.91% 24.99% 49.67% Portfolio turnover rate excluding mortgage dollar rolls(g,h) ......... 23.83% 27.39% 15.91% 24.99% 45.38% (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) Amount rounds to less than $0.001 per share. (c) Effective September 1, 2008, the redemption fee was eliminated. (d) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. (e) Prior to October 27, 2005, the expense ratio includes the Fund's share of the U.S. Government Adjustable Rate Mortgage Portfolio's (Portfolio) allocated net expenses. (f) Benefit of expense reduction rounds to less than 0.01%. (g) Prior to October 27, 2005, represents the Portfolio's rate of turnover. (h) See Note 1(i) regarding mortgage dollar rolls. The accompanying notes are an integral part of these financial statements. Annual Report | 51 Franklin Investors Securities Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN ADJUSTABLE U.S. GOVERNMENT SECURITIES FUND YEAR ENDED OCTOBER 31, ------------------------------------------------------ CLASS C 2008 2007 2006 2005 2004 - ---------------------------------------------------------------------- -------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ................................... $ 8.87 $ 8.88 $ 8.92 $ 9.05 $ 9.16 -------- ------- ------- ------- ------- Income from investment operations(a): Net investment income ............................................. 0.314 0.348 0.266 0.258 0.232 Net realized and unrealized gains (losses) ........................ 0.004 0.048 0.038 (0.129) (0.104) -------- ------- ------- ------- ------- Total from investment operations ..................................... 0.318 0.396 0.304 0.129 0.128 -------- ------- ------- ------- ------- Less distributions from net investment income ........................ (0.328) (0.406) (0.344) (0.259) (0.238) -------- ------- ------- ------- ------- Redemption fees(b,c) ................................................. -- -- -- -- -- -------- ------- ------- ------- ------- Net asset value, end of year ......................................... $ 8.86 $ 8.87 $ 8.88 $ 8.92 $ 9.05 ======== ======= ======= ======= ======= Total return(d) ...................................................... 3.64% 4.56% 3.47% 1.43% 1.41% RATIOS TO AVERAGE NET ASSETS Expenses(e) .......................................................... 1.30%(f) 1.32%(f) 1.28%(f) 1.28% 1.29% Net investment income ................................................ 3.24% 3.88% 3.11% 2.85% 2.61% SUPPLEMENTAL DATA Net assets, end of year (000's) ...................................... $132,254 $36,684 $35,967 $48,461 $49,423 Portfolio turnover rate(g) ........................................... 23.83% 27.39% 15.91% 24.99% 49.67% Portfolio turnover rate excluding mortgage dollar rolls(g,h) ......... 23.83% 27.39% 15.91% 24.99% 45.38% (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) Amount rounds to less than $0.001 per share. (c) Effective September 1, 2008, the redemption fee was eliminated. (d) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. (e) Prior to October 27, 2005, the expense ratio includes the Fund's share of the U.S. Government Adjustable Rate Mortgage Portfolio's (Portfolio) allocated net expenses. (f) Benefit of expense reduction rounds to less than 0.01%. (g) Prior to October 27, 2005, represents the Portfolio's rate of turnover. (h) See Note 1(i) regarding mortgage dollar rolls. The accompanying notes are an integral part of these financial statements. 52 | Annual Report Franklin Investors Securities Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN ADJUSTABLE U.S. GOVERNMENT SECURITIES FUND PERIOD ENDED OCTOBER 31, ADVISOR CLASS 2008(a) - ------------------------------------------------------------ ------------ PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ....................... $ 8.88 ------- Income from investment operations(b): Net investment income ................................... 0.154 Net realized and unrealized gains (losses) .............. (0.009) ------- Total from investment operations ........................... 0.145 ------- Less distributions from net investment income .............. (0.155) ------- Redemption fees(c,d) ....................................... -- ------- Net asset value, end of period ............................. $ 8.87 ======= Total return(e) ............................................ 1.64% RATIOS TO AVERAGE NET ASSETS(f) Expenses(g) ................................................ 0.65% Net investment income ...................................... 3.89% SUPPLEMENTAL DATA Net assets, end of period (000's) .......................... $ 4,124 Portfolio turnover rate .................................... 23.83% (a) For the period May 15, 2008 (effective date) to October 31, 2008. (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) Amount rounds to less than $0.001 per share. (d) Effective September 1, 2008, the redemption fee was eliminated. (e) Total return is not annualized for periods less than one year. (f) Ratios are annualized for periods less than one year. (g) Benefit of expense reduction rounds to less than 0.01%. The accompanying notes are an integral part of these financial statements. Annual Report | 53 Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 PRINCIPAL FRANKLIN ADJUSTABLE U.S. GOVERNMENT SECURITIES FUND AMOUNT VALUE -------------------------------------------------------------------------- ---------- ---------- MORTGAGE-BACKED SECURITIES 70.0% (a) FEDERAL HOME LOAN MORTGAGE CORP. (FHLMC) ADJUSTABLE RATE 10.9% FHLMC, 4.195%, 1/01/34 ................................................... $3,364,434 $3,442,990 FHLMC, 4.275%, 6/01/35 ................................................... 73,345 73,663 FHLMC, 4.378%, 6/01/35 ................................................... 1,787,321 1,804,282 FHLMC, 4.72%, 4/01/35 .................................................... 218,431 218,904 FHLMC, 4.915%, 10/01/33 .................................................. 919,290 935,607 FHLMC, 4.97%, 11/01/35 ................................................... 251,458 250,662 FHLMC, 5.008%, 7/01/18 ................................................... 191,804 195,275 FHLMC, 5.021%, 9/01/18 ................................................... 708,661 724,210 FHLMC, 5.035%, 7/01/27 ................................................... 369,944 378,387 FHLMC, 5.121%, 1/01/36 ................................................... 231,452 232,317 FHLMC, 5.175%, 10/01/18 .................................................. 29,250 29,818 FHLMC, 5.177%, 7/01/20 ................................................... 100,022 102,095 FHLMC, 5.222%, 12/01/35 .................................................. 305,974 306,961 FHLMC, 5.23%, 9/01/31 .................................................... 99,497 100,150 FHLMC, 5.24%, 3/01/19 .................................................... 46,617 47,820 FHLMC, 5.25%, 9/01/31 .................................................... 294,490 299,548 FHLMC, 5.274%, 10/01/29 .................................................. 140,814 142,644 FHLMC, 5.283%, 8/01/31 ................................................... 101,704 101,561 FHLMC, 5.305%, 8/01/30 ................................................... 159,923 165,617 FHLMC, 5.334%, 9/01/34 ................................................... 2,136,819 2,204,123 FHLMC, 5.339%, 5/01/20 ................................................... 1,200,009 1,210,780 FHLMC, 5.361%, 4/01/30 ................................................... 325,530 334,881 FHLMC, 5.364%, 3/01/35 ................................................... 38,623 39,030 FHLMC, 5.398%, 7/01/29 ................................................... 77,229 79,062 FHLMC, 5.413%, 8/01/32 ................................................... 348,850 356,668 FHLMC, 5.434%, 10/01/24 .................................................. 1,027,715 1,047,424 FHLMC, 5.478%, 9/01/32 ................................................... 927,329 949,923 FHLMC, 5.50%, 8/01/32 .................................................... 2,100,731 2,117,614 FHLMC, 5.501%, 3/01/37 ................................................... 6,356,671 6,368,915 FHLMC, 5.502%, 12/01/19 .................................................. 1,647,916 1,678,212 FHLMC, 5.507%, 8/01/27 ................................................... 943,223 951,197 FHLMC, 5.518%, 3/01/18 ................................................... 155,528 157,468 FHLMC, 5.54%, 4/01/19 - 6/01/29 .......................................... 3,441,768 3,498,335 FHLMC, 5.569%, 4/01/25 ................................................... 1,144,932 1,143,606 FHLMC, 5.584%, 9/01/19 ................................................... 350,439 357,629 FHLMC, 5.585%, 12/01/28 .................................................. 330,922 341,408 FHLMC, 5.611%, 11/01/29 .................................................. 2,843,910 2,905,015 FHLMC, 5.645%, 4/01/29 ................................................... 1,225,984 1,250,190 FHLMC, 5.708%, 1/01/23 ................................................... 3,369,256 3,438,763 FHLMC, 5.737%, 10/01/31 .................................................. 2,399,552 2,424,713 FHLMC, 5.756%, 5/01/25 ................................................... 289,085 296,901 FHLMC, 5.764%, 8/01/30 ................................................... 2,192,882 2,247,435 FHLMC, 5.778%, 2/01/37 ................................................... 5,852,296 5,932,071 FHLMC, 5.843%, 5/01/32 ................................................... 294,729 297,863 FHLMC, 5.855%, 1/01/23 ................................................... 382,267 391,490 FHLMC, 5.869%, 3/01/32 ................................................... 1,024,505 1,043,295 FHLMC, 5.875%, 11/01/16 .................................................. 365,344 372,729 54 | Annual Report Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) PRINCIPAL FRANKLIN ADJUSTABLE U.S. GOVERNMENT SECURITIES FUND AMOUNT VALUE -------------------------------------------------------------------------- ----------- ----------- MORTGAGE-BACKED SECURITIES (CONTINUED) (a) FEDERAL HOME LOAN MORTGAGE CORP. (FHLMC) ADJUSTABLE RATE (CONTINUED) FHLMC, 5.902%, 11/01/25 .................................................. $ 3,627,401 $ 3,645,212 FHLMC, 5.916%, 12/01/30 .................................................. 1,064,192 1,094,920 FHLMC, 5.927%, 6/01/35 ................................................... 84,865 86,185 FHLMC, 5.928%, 4/01/18 ................................................... 715,864 729,910 FHLMC, 5.931%, 6/01/26 ................................................... 2,745,770 2,813,434 FHLMC, 5.94%, 2/01/33 .................................................... 147,973 151,911 FHLMC, 5.955%, 2/01/19 ................................................... 140,140 140,690 FHLMC, 6.184%, 5/01/32 - 12/01/34 ........................................ 7,343,916 7,395,877 FHLMC, 6.185%, 4/01/25 ................................................... 1,276,739 1,315,585 FHLMC, 6.188%, 3/01/32 ................................................... 277,421 282,177 FHLMC, 6.222%, 9/01/36 ................................................... 3,449,363 3,540,232 FHLMC, 6.228%, 12/01/32 .................................................. 146,224 148,109 FHLMC, 6.292%, 11/01/29 .................................................. 660,779 684,409 FHLMC, 6.328%, 11/01/35 .................................................. 446,477 464,670 FHLMC, 6.394%, 6/01/26 ................................................... 406,013 413,782 FHLMC, 6.402%, 12/01/16 .................................................. 238,271 242,649 FHLMC, 6.42%, 11/01/31 ................................................... 1,550,396 1,580,658 FHLMC, 6.422%, 10/01/25 .................................................. 446,563 455,319 FHLMC, 6.44%, 3/01/33 .................................................... 61,079 62,025 FHLMC, 6.462%, 5/01/26 ................................................... 176,261 180,618 FHLMC, 6.725%, 12/01/27 .................................................. 52,020 54,019 FHLMC, 6.762%, 12/01/21 .................................................. 39,248 41,506 ----------- 78,513,148 ----------- (a) FEDERAL NATIONAL MORTGAGE ASSOCIATION (FNMA) ADJUSTABLE RATE 55.5% FNMA, 3.23%, 9/01/16 ..................................................... 22,913 22,347 FNMA, 3.62%, 8/01/16 ..................................................... 75,526 74,124 FNMA, 3.792%, 6/01/33 .................................................... 1,721,924 1,727,676 FNMA, 3.805%, 1/01/34 .................................................... 31,206 30,919 FNMA, 3.943%, 1/01/29 .................................................... 3,314,341 3,294,986 FNMA, 3.947%, 5/01/18 .................................................... 4,615,588 4,603,620 FNMA, 3.948%, 9/01/18 - 3/01/35 .......................................... 16,763,852 16,699,278 FNMA, 3.958%, 6/01/20 .................................................... 1,212,502 1,212,433 FNMA, 3.963%, 1/01/18 .................................................... 6,411,478 6,386,407 FNMA, 3.974%, 8/01/26 .................................................... 119,336 118,516 FNMA, 4.079%, 3/01/33 .................................................... 2,263,135 2,252,776 FNMA, 4.082%, 6/01/35 .................................................... 80,845 81,128 FNMA, 4.164%, 7/01/24 .................................................... 850,644 847,946 FNMA, 4.238%, 1/01/35 .................................................... 36,901 37,763 FNMA, 4.25%, 1/01/34 - 2/01/34 ........................................... 94,395 93,451 FNMA, 4.266%, 11/01/34 ................................................... 275,214 273,430 FNMA, 4.267%, 7/01/35 .................................................... 78,279 78,484 FNMA, 4.268%, 5/01/36 .................................................... 1,634,780 1,628,566 FNMA, 4.27%, 1/01/34 ..................................................... 39,446 39,263 FNMA, 4.284%, 12/01/33 - 1/01/34 ......................................... 260,632 258,721 FNMA, 4.297%, 5/01/33 .................................................... 12,251 12,275 FNMA, 4.329%, 7/01/35 .................................................... 125,384 125,756 Annual Report | 55 Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) PRINCIPAL FRANKLIN ADJUSTABLE U.S. GOVERNMENT SECURITIES FUND AMOUNT VALUE -------------------------------------------------------------------------- ----------- ----------- MORTGAGE-BACKED SECURITIES (CONTINUED) (a) FEDERAL NATIONAL MORTGAGE ASSOCIATION (FNMA) ADJUSTABLE RATE (CONTINUED) FNMA, 4.34%, 2/01/34 ..................................................... $ 4,970,474 $ 4,948,337 FNMA, 4.342%, 9/01/32 - 9/01/33 .......................................... 1,075,274 1,084,272 FNMA, 4.359%, 5/01/35 .................................................... 3,847,885 3,850,103 FNMA, 4.361%, 6/01/35 .................................................... 139,147 139,910 FNMA, 4.363%, 5/01/36 .................................................... 2,756,923 2,746,672 FNMA, 4.397%, 1/01/35 .................................................... 668,476 671,340 FNMA, 4.406%, 8/01/35 .................................................... 57,633 57,612 FNMA, 4.407%, 8/01/34 .................................................... 933,591 934,500 FNMA, 4.42%, 10/01/34 .................................................... 200,935 201,107 FNMA, 4.423%, 6/01/35 .................................................... 251,190 252,314 FNMA, 4.426%, 5/01/35 .................................................... 35,288 35,439 FNMA, 4.446%, 1/01/35 .................................................... 22,009,806 22,149,701 FNMA, 4.469%, 1/01/19 .................................................... 1,443,758 1,434,767 FNMA, 4.474%, 4/01/35 .................................................... 11,773,556 11,836,474 FNMA, 4.486%, 10/01/33 ................................................... 419,972 420,710 FNMA, 4.499%, 7/01/35 .................................................... 93,070 93,964 FNMA, 4.50%, 3/01/34 ..................................................... 1,214,460 1,219,729 FNMA, 4.501%, 5/01/35 .................................................... 116,315 116,948 FNMA, 4.51%, 3/01/34 ..................................................... 80,703 81,404 FNMA, 4.522%, 8/01/35 .................................................... 8,942,757 8,916,489 FNMA, 4.533%, 6/01/33 .................................................... 203,122 205,478 FNMA, 4.538%, 2/01/33 .................................................... 220,380 222,149 FNMA, 4.542%, 3/01/35 .................................................... 4,433,056 4,453,398 FNMA, 4.548%, 10/01/33 ................................................... 32,657 33,103 FNMA, 4.553%, 2/01/35 .................................................... 36,987 37,458 FNMA, 4.557%, 4/01/35 .................................................... 378,681 377,309 FNMA, 4.561%, 8/01/34 .................................................... 4,163,227 4,242,169 FNMA, 4.563%, 5/01/19 - 4/01/34 .......................................... 3,549,589 3,540,801 FNMA, 4.579%, 6/01/33 .................................................... 70,764 70,898 FNMA, 4.581%, 1/01/35 .................................................... 2,851,855 2,879,447 FNMA, 4.585%, 2/01/35 .................................................... 166,951 167,063 FNMA, 4.591%, 8/01/34 .................................................... 78,092 79,111 FNMA, 4.60%, 10/01/33 .................................................... 30,039 30,459 FNMA, 4.626%, 10/01/34 ................................................... 30,257,522 30,283,448 FNMA, 4.627%, 4/01/22 .................................................... 956,827 952,386 FNMA, 4.64%, 4/01/33 ..................................................... 5,933 5,929 FNMA, 4.658%, 4/01/34 - 10/01/35 ......................................... 5,630,262 5,618,225 FNMA, 4.665%, 10/01/33 ................................................... 84,848 86,113 FNMA, 4.67%, 4/01/33 ..................................................... 115,547 117,268 FNMA, 4.675%, 10/01/34 ................................................... 82,697 82,842 FNMA, 4.687%, 9/01/34 .................................................... 251,575 252,743 FNMA, 4.694%, 10/01/34 ................................................... 243,650 244,287 FNMA, 4.70%, 9/01/32 ..................................................... 997,322 997,658 FNMA, 4.708%, 1/01/19 .................................................... 370,971 371,012 FNMA, 4.721%, 8/01/33 - 7/01/34 .......................................... 211,648 211,644 FNMA, 4.74%, 8/01/33 ..................................................... 1,238,783 1,238,019 FNMA, 4.743%, 10/01/34 ................................................... 943,398 955,299 56 | Annual Report Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) PRINCIPAL FRANKLIN ADJUSTABLE U.S. GOVERNMENT SECURITIES FUND AMOUNT VALUE -------------------------------------------------------------------------- ----------- ----------- MORTGAGE-BACKED SECURITIES (CONTINUED) (a) FEDERAL NATIONAL MORTGAGE ASSOCIATION (FNMA) ADJUSTABLE RATE (CONTINUED) FNMA, 4.761%, 11/01/32 - 9/01/35 ......................................... $ 3,780,084 $ 3,777,984 FNMA, 4.766%, 1/01/16 .................................................... 615,709 622,570 FNMA, 4.777%, 4/01/35 .................................................... 1,280,505 1,279,698 FNMA, 4.78%, 2/01/34 ..................................................... 5,924,914 5,944,078 FNMA, 4.782%, 10/01/28 ................................................... 112,817 111,772 FNMA, 4.783%, 7/01/33 .................................................... 4,002,276 3,999,527 FNMA, 4.787%, 6/01/35 .................................................... 22,741,837 22,742,981 FNMA, 4.788%, 9/01/34 .................................................... 131,178 132,123 FNMA, 4.793%, 3/01/19 .................................................... 2,242,192 2,228,855 FNMA, 4.797%, 9/01/34 .................................................... 77,586 78,166 FNMA, 4.814%, 10/01/31 ................................................... 220,915 221,550 FNMA, 4.82%, 7/01/32 ..................................................... 122,195 123,806 FNMA, 4.821%, 8/01/34 .................................................... 156,420 160,044 FNMA, 4.829%, 8/01/34 .................................................... 65,622 65,885 FNMA, 4.834%, 9/01/34 .................................................... 11,999 12,094 FNMA, 4.84%, 12/01/33 .................................................... 84,361 84,877 FNMA, 4.843%, 8/01/33 .................................................... 44,732 46,307 FNMA, 4.845%, 8/01/34 .................................................... 106,177 106,602 FNMA, 4.846%, 10/01/34 ................................................... 221,255 224,318 FNMA, 4.848%, 9/01/35 .................................................... 13,350,088 13,341,886 FNMA, 4.857%, 9/01/34 .................................................... 65,543 65,618 FNMA, 4.861%, 9/01/34 .................................................... 161,806 162,611 FNMA, 4.867%, 5/01/32 .................................................... 404,871 404,133 FNMA, 4.874%, 4/01/33 .................................................... 161,389 162,125 FNMA, 4.886%, 8/01/34 .................................................... 22,905 22,997 FNMA, 4.893%, 4/01/19 - 9/01/32 .......................................... 1,207,862 1,204,334 FNMA, 4.909%, 4/01/35 .................................................... 708,561 708,380 FNMA, 4.917%, 7/01/34 .................................................... 159,430 159,506 FNMA, 4.923%, 8/01/34 .................................................... 148,647 152,246 FNMA, 4.929%, 8/01/34 .................................................... 372,611 380,994 FNMA, 4.939%, 5/01/35 .................................................... 7,047,895 7,030,706 FNMA, 4.942%, 8/01/21 .................................................... 1,764,058 1,744,073 FNMA, 4.944%, 9/01/34 .................................................... 49,505 49,660 FNMA, 4.967%, 10/01/32 ................................................... 774,832 790,175 FNMA, 4.973%, 7/01/34 .................................................... 100,719 101,124 FNMA, 4.98%, 8/01/34 ..................................................... 174,078 176,849 FNMA, 4.987%, 4/01/32 .................................................... 490,421 489,535 FNMA, 4.99%, 4/01/18 ..................................................... 134,828 134,091 FNMA, 4.995%, 3/01/20 .................................................... 1,925,936 1,937,397 FNMA, 4.997%, 6/01/32 .................................................... 538,754 551,680 FNMA, 5.002%, 9/01/34 .................................................... 532,733 544,893 FNMA, 5.008%, 12/01/20 ................................................... 190,572 191,101 FNMA, 5.02%, 2/01/34 ..................................................... 102,656 104,294 FNMA, 5.025%, 6/01/19 .................................................... 263,731 268,443 FNMA, 5.033%, 1/01/38 .................................................... 38,269,198 38,545,190 FNMA, 5.034%, 5/01/19 .................................................... 247,608 250,745 FNMA, 5.041%, 10/01/19 ................................................... 350,221 354,295 Annual Report | 57 Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) PRINCIPAL FRANKLIN ADJUSTABLE U.S. GOVERNMENT SECURITIES FUND AMOUNT VALUE -------------------------------------------------------------------------- ----------- ----------- MORTGAGE-BACKED SECURITIES (CONTINUED) (a) FEDERAL NATIONAL MORTGAGE ASSOCIATION (FNMA) ADJUSTABLE RATE (CONTINUED) FNMA, 5.048%, 6/01/31 .................................................... $ 425,233 $ 434,090 FNMA, 5.049%, 7/01/31 .................................................... 22,128 22,620 FNMA, 5.054%, 12/01/34 ................................................... 8,237,619 8,525,281 FNMA, 5.055%, 12/01/35 ................................................... 4,322,454 4,333,019 FNMA, 5.065%, 3/01/22 .................................................... 1,189 1,195 FNMA, 5.069%, 1/01/25 .................................................... 1,800,617 1,800,975 FNMA, 5.072%, 5/01/35 .................................................... 280,948 286,367 FNMA, 5.076%, 7/01/33 .................................................... 634,343 648,865 FNMA, 5.092%, 9/01/34 .................................................... 29,173 29,305 FNMA, 5.093%, 10/01/33 - 9/01/34 ......................................... 770,029 781,715 FNMA, 5.095%, 3/01/19 .................................................... 266,383 270,568 FNMA, 5.107%, 3/01/18 .................................................... 129,036 130,182 FNMA, 5.117%, 7/01/34 .................................................... 763,849 765,454 FNMA, 5.119%, 12/01/17 ................................................... 93,907 94,786 FNMA, 5.121%, 3/01/35 .................................................... 9,032 9,354 FNMA, 5.128%, 6/01/19 - 10/01/32 ......................................... 371,543 369,608 FNMA, 5.135%, 8/01/29 .................................................... 162,308 162,686 FNMA, 5.142%, 9/01/31 .................................................... 144,094 146,472 FNMA, 5.15%, 5/01/35 ..................................................... 26,646 26,642 FNMA, 5.151%, 2/01/36 .................................................... 1,616,795 1,618,596 FNMA, 5.155%, 6/01/31 - 11/01/31 ......................................... 598,001 610,669 FNMA, 5.161%, 10/01/18 ................................................... 19,567 19,706 FNMA, 5.18%, 8/01/31 - 3/01/36 ........................................... 466,600 474,585 FNMA, 5.183%, 11/01/36 ................................................... 536,455 540,176 FNMA, 5.185%, 12/01/19 ................................................... 250,646 251,755 FNMA, 5.199%, 4/01/32 .................................................... 535,288 548,576 FNMA, 5.204%, 3/01/21 .................................................... 53,681 54,337 FNMA, 5.21%, 9/01/15 ..................................................... 426,429 434,631 FNMA, 5.215%, 5/01/31 .................................................... 114,639 116,451 FNMA, 5.228%, 1/01/31 .................................................... 295,861 301,130 FNMA, 5.229%, 3/01/20 .................................................... 116,186 116,417 FNMA, 5.24%, 10/01/22 .................................................... 471,932 472,466 FNMA, 5.245%, 12/01/20 ................................................... 263,137 266,156 FNMA, 5.246%, 6/01/32 .................................................... 364,092 381,775 FNMA, 5.249%, 11/01/34 ................................................... 250,643 253,829 FNMA, 5.25%, 10/01/30 .................................................... 258,314 260,204 FNMA, 5.262%, 9/01/32 .................................................... 536,313 540,322 FNMA, 5.265%, 6/01/27 .................................................... 396,578 396,800 FNMA, 5.271%, 2/01/16 .................................................... 286,063 289,237 FNMA, 5.28%, 3/01/35 ..................................................... 22,117 22,536 FNMA, 5.288%, 5/01/36 .................................................... 119,562 120,924 FNMA, 5.299%, 4/01/27 .................................................... 2,496,469 2,594,324 FNMA, 5.307%, 3/01/36 .................................................... 750,262 759,534 FNMA, 5.31%, 8/01/32 - 12/01/34 .......................................... 347,190 353,014 FNMA, 5.311%, 1/01/34 .................................................... 641,888 657,462 FNMA, 5.321%, 5/01/29 .................................................... 143,520 144,623 FNMA, 5.328%, 5/01/29 .................................................... 216,325 215,902 58 | Annual Report Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) PRINCIPAL FRANKLIN ADJUSTABLE U.S. GOVERNMENT SECURITIES FUND AMOUNT VALUE -------------------------------------------------------------------------- ---------- ------------ MORTGAGE-BACKED SECURITIES (CONTINUED) (a) FEDERAL NATIONAL MORTGAGE ASSOCIATION (FNMA) ADJUSTABLE RATE (CONTINUED) FNMA, 5.334%, 1/01/29 - 10/01/35 ......................................... $ 658,661 $ 668,946 FNMA, 5.336%, 5/01/32 .................................................... 636,014 654,908 FNMA, 5.338%, 11/01/20 ................................................... 155,438 157,479 FNMA, 5.34%, 3/01/32 - 5/01/32 ........................................... 631,800 635,718 FNMA, 5.341%, 9/01/22 .................................................... 854,191 860,153 FNMA, 5.345%, 3/01/28 - 9/01/39 .......................................... 718,017 726,299 FNMA, 5.347%, 6/01/19 .................................................... 94,272 94,899 FNMA, 5.348%, 9/01/29 - 2/01/36 .......................................... 574,500 583,710 FNMA, 5.354%, 3/01/19 .................................................... 136,293 137,079 FNMA, 5.36%, 8/01/35 ..................................................... 4,597,897 4,624,280 FNMA, 5.381%, 10/01/24 ................................................... 5,277,062 5,464,296 FNMA, 5.386%, 11/01/17 ................................................... 1,567,461 1,566,376 FNMA, 5.393%, 1/01/32 .................................................... 1,095,327 1,119,676 FNMA, 5.397%, 1/01/19 .................................................... 788,711 782,139 FNMA, 5.402%, 2/01/31 .................................................... 146,036 146,629 FNMA, 5.426%, 5/01/21 .................................................... 656,269 676,897 FNMA, 5.432%, 3/01/32 .................................................... 1,060,538 1,071,402 FNMA, 5.439%, 1/01/29 - 12/01/32 ......................................... 1,090,723 1,116,528 FNMA, 5.444%, 5/01/27 .................................................... 1,254,458 1,281,856 FNMA, 5.449%, 1/01/31 .................................................... 724,128 737,094 FNMA, 5.464%, 12/01/27 ................................................... 676,640 678,841 FNMA, 5.469%, 5/01/25 .................................................... 889,947 907,170 FNMA, 5.489%, 11/01/30 ................................................... 4,186,130 4,364,240 FNMA, 5.491%, 10/01/37 ................................................... 8,314,464 8,404,943 FNMA, 5.505%, 2/01/25 .................................................... 715,931 737,464 FNMA, 5.518%, 11/01/17 ................................................... 352,687 355,433 FNMA, 5.519%, 11/01/36 ................................................... 267,965 267,806 FNMA, 5.539%, 7/01/26 .................................................... 731,946 737,909 FNMA, 5.546%, 7/01/34 .................................................... 322,580 324,661 FNMA, 5.598%, 9/01/25 .................................................... 355,826 357,193 FNMA, 5.601%, 4/01/30 .................................................... 497,466 503,026 FNMA, 5.606%, 2/01/29 .................................................... 238,837 241,273 FNMA, 5.61%, 1/01/37 ..................................................... 2,116,139 2,128,371 FNMA, 5.638%, 1/01/19 .................................................... 301,809 303,898 FNMA, 5.645%, 11/01/31 ................................................... 300,123 298,458 FNMA, 5.647%, 11/01/31 ................................................... 158,060 158,995 FNMA, 5.661%, 10/01/14 ................................................... 68,581 69,416 FNMA, 5.676%, 12/01/19 ................................................... 553,569 557,921 FNMA, 5.684%, 2/01/32 .................................................... 610,032 609,737 FNMA, 5.688%, 11/01/27 ................................................... 74,004 74,329 FNMA, 5.72%, 5/01/19 ..................................................... 250,410 252,495 FNMA, 5.722%, 5/01/36 .................................................... 7,770,176 7,967,053 FNMA, 5.739%, 6/01/19 .................................................... 290,940 289,324 FNMA, 5.788%, 2/01/18 - 12/01/24 ......................................... 658,872 680,690 FNMA, 5.791%, 8/01/28 .................................................... 1,253,421 1,262,850 FNMA, 5.796%, 6/01/29 .................................................... 674,436 702,150 FNMA, 5.823%, 6/01/35 .................................................... 280,385 284,584 FNMA, 5.827%, 11/01/33 ................................................... 445,105 453,009 Annual Report | 59 Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) PRINCIPAL FRANKLIN ADJUSTABLE U.S. GOVERNMENT SECURITIES FUND AMOUNT VALUE -------------------------------------------------------------------------- ----------- ------------ MORTGAGE-BACKED SECURITIES (CONTINUED) (a) FEDERAL NATIONAL MORTGAGE ASSOCIATION (FNMA) ADJUSTABLE RATE (CONTINUED) FNMA, 5.837%, 11/01/26 ................................................... $ 78,928 80,607 FNMA, 5.861%, 9/01/29 .................................................... 267,283 $ 272,950 FNMA, 5.875%, 1/01/17 .................................................... 550,608 555,995 FNMA, 5.886%, 6/01/28 .................................................... 1,906,900 1,996,561 FNMA, 5.892%, 2/01/35 .................................................... 7,720 7,734 FNMA, 5.918%, 3/01/35 .................................................... 29,370 29,491 FNMA, 5.935%, 1/01/35 .................................................... 318,925 321,864 FNMA, 5.944%, 4/01/19 .................................................... 564,473 568,350 FNMA, 5.947%, 1/01/35 .................................................... 187,938 190,065 FNMA, 5.975%, 5/01/25 .................................................... 599,810 620,463 FNMA, 6.012%, 6/01/19 .................................................... 187,368 191,304 FNMA, 6.02%, 7/01/17 ..................................................... 773,171 772,422 FNMA, 6.04%, 12/01/18 .................................................... 153,689 156,885 FNMA, 6.047%, 2/01/30 .................................................... 216,030 223,113 FNMA, 6.052%, 3/01/33 .................................................... 88,778 89,189 FNMA, 6.068%, 4/01/31 .................................................... 1,124,816 1,140,349 FNMA, 6.074%, 2/01/19 .................................................... 257,408 260,507 FNMA, 6.123%, 3/01/20 .................................................... 90,103 92,673 FNMA, 6.125%, 2/01/33 .................................................... 121,257 123,367 FNMA, 6.142%, 3/01/33 .................................................... 1,444,692 1,451,640 FNMA, 6.161%, 8/01/36 .................................................... 20,640,337 21,012,082 FNMA, 6.197%, 5/01/21 .................................................... 301,438 308,823 FNMA, 6.217%, 2/01/35 .................................................... 23,016 23,281 FNMA, 6.243%, 6/01/36 - 9/01/36 .......................................... 5,495,109 5,587,085 FNMA, 6.26%, 12/01/32 .................................................... 1,218,496 1,230,306 FNMA, 6.322%, 11/01/18 ................................................... 93,492 96,654 FNMA, 6.326%, 5/01/28 .................................................... 448,696 461,775 FNMA, 6.345%, 12/01/33 ................................................... 602,379 615,077 FNMA, 6.352%, 1/01/37 .................................................... 784,536 796,064 FNMA, 6.48%, 8/01/22 ..................................................... 62,413 65,143 FNMA, 6.52%, 3/01/32 ..................................................... 164,643 168,074 FNMA, 6.603%, 6/01/17 .................................................... 3,688 3,763 FNMA, 6.662%, 7/01/24 .................................................... 252,898 261,994 FNMA, 6.669%, 3/01/26 .................................................... 709,210 744,123 FNMA, 6.727%, 1/01/26 .................................................... 566,720 585,369 FNMA, 6.835%, 10/01/17 ................................................... 196,428 202,537 FNMA, 6.942%, 12/01/17 ................................................... 135,591 139,379 FNMA, 6.989%, 2/01/20 .................................................... 475,110 478,431 FNMA, 7.687%, 3/01/25 .................................................... 134,072 138,765 ------------ 401,638,869 ------------ (a) GOVERNMENT NATIONAL MORTGAGE ASSOCIATION (GNMA) ADJUSTABLE RATE 3.6% GNMA, 4.625%, 7/20/21 - 9/20/31 .......................................... 6,778,831 6,820,280 GNMA, 5.125%, 10/20/23 - 10/20/26 ........................................ 7,758,793 7,803,658 GNMA, 5.375%, 4/20/22 - 6/20/31 .......................................... 11,389,109 11,443,278 ------------ 26,067,216 ------------ TOTAL MORTGAGE-BACKED SECURITIES (COST $508,702,578) ........................... 506,219,233 ------------ 60 | Annual Report FRANKLIN INVESTORS SECURITIES TRUST STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) PRINCIPAL FRANKLIN ADJUSTABLE U.S. GOVERNMENT SECURITIES FUND AMOUNT VALUE -------------------------------------------------------------------------- ------------ ------------ ASSET-BACKED SECURITIES AND COMMERCIAL MORTGAGE-BACKED SECURITIES (COST $56,371) 0.0%(b) FINANCE 0.0%(b) (a) Travelers Mortgage Services Inc., 1998-5A, A, FRN, 5.023%, 12/25/18 ...... $ 55,418 $ 43,226 ------------ TOTAL INVESTMENTS BEFORE SHORT TERM INVESTMENTS (COST $508,758,949) ...... 506,262,459 ------------ SHARES ------------ SHORT TERM INVESTMENTS 28.2% MONEY MARKET FUNDS (COST $35,724,785) 4.9% (c) Franklin Institutional Fiduciary Trust Money Market Portfolio, 1.56% ..... 35,724,785 35,724,785 ------------ PRINCIPAL AMOUNT ------------ REPURCHASE AGREEMENTS (COST $168,129,385) 23.3% (d) Joint Repurchase Agreement, 0.159%, 11/03/08 (Maturity Value $168,131,607) ......................................................... $168,129,385 168,129,385 ABN AMRO Bank NV, New York Branch (Maturity Value $20,972,737) Banc of America Securities LLC (Maturity Value $23,410,645) Barclays Capital Inc. (Maturity Value $20,972,737) BNP Paribas Securities Corp. (Maturity Value $23,410,645) Credit Suisse Securities (USA) LLC (Maturity Value $20,972,737) Deutsche Bank Securities Inc. (Maturity Value $25,226,465) Dresdner Kleinwort Securities LLC (Maturity Value $9,754,996) UBS Securities LLC (Maturity Value $23,410,645) Collateralized by U.S. Government Agency Securities, 2.22% - 5.00%, 11/21/08 - 4/01/13; (e) U.S. Government Agency Discount Notes, 11/28/08 - 1/30/09; (e) U.S. Treasury Bills, 10/22/09; and U.S. Treasury Notes, 3.50% - 475%, 2/28/09 - 11/15/09 ------------ TOTAL SHORT TERM INVESTMENTS (COST $203,854,170) ......................... 203,854,170 ------------ TOTAL INVESTMENTS (COST $712,613,119) 98.2% .............................. 710,116,629 OTHER ASSETS, LESS LIABILITIES 1.8% ...................................... 12,956,725 ------------ NET ASSETS 100.0% ........................................................ $723,073,354 ============ See Selected Portfolio Abbreviations on page 105. (a) The coupon rate shown represents the rate at period end. (b) Rounds to less than 0.1% of net assets. (c) See Note 7 regarding investments in the Franklin Institutional Fiduciary Trust Money Market Portfolio. The rate shown is the annualized seven-day yield at period end. (d) See Note 1(c) regarding joint repurchase agreement. (e) The security is traded on a discount basis with no stated coupon rate. The accompanying notes are an integral part of these financial statements. Annual Report | 61 Franklin Investors Securities Trust FINANCIAL HIGHLIGHTS FRANKLIN FLOATING RATE DAILY ACCESS FUND YEAR ENDED OCTOBER 31, ------------------------------------------------------- CLASS A 2008 2007 2006 2005 2004 - ---------------------------------------------------------------------- -------- ---------- ---------- ---------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ................................... $ 9.81 $ 10.06 $ 10.11 $ 10.13 $ 10.03 -------- ---------- ---------- ---------- -------- Income from investment operations(a): Net investment income ............................................. 0.478 0.645 0.599 0.416 0.281 Net realized and unrealized gains (losses) ........................ (2.152) (0.249) (0.048) (0.018) 0.102 -------- ---------- ---------- ---------- -------- Total from investment operations ..................................... (1.674) 0.396 0.551 0.398 0.383 -------- ---------- ---------- ---------- -------- Less distributions from net investment income ........................ (0.476) (0.646) (0.601) (0.418) (0.283) -------- ---------- ---------- ---------- -------- Redemption fees(b,c) ................................................. -- -- -- -- -- -------- ---------- ---------- ---------- -------- Net asset value, end of year ......................................... $ 7.66 $ 9.81 $ 10.06 $ 10.11 $ 10.13 ======== ========== ========== ========== ======== Total return(d) ...................................................... (17.75)% 4.02% 5.59% 4.00% 3.87% RATIOS TO AVERAGE NET ASSETS Expenses(e) .......................................................... 0.93% 0.89% 0.87% 0.89% 0.94% Net investment income ................................................ 5.23% 6.44% 5.94% 4.26% 2.71% SUPPLEMENTAL DATA Net assets, end of year (000's) ...................................... $796,384 $1,375,871 $1,742,514 $1,890,591 $615,002 Portfolio turnover rate .............................................. 31.59% 69.25% 74.56% 77.13% 50.52% (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) Amount rounds to less than $0.001 per share. (c) Effective September 1, 2008, the redemption fee was eliminated. (d) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. (e) Benefit of expense reduction rounds to less than 0.01%. The accompanying notes are an integral part of these financial statements. 62 | Annual Report Franklin Investors Securities Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN FLOATING RATE DAILY ACCESS FUND YEAR ENDED OCTOBER 31, -------------------------------------------- CLASS B 2008 2007 2006 2005 2004 - ---------------------------------------------------------------------- ------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ................................... $ 9.80 $ 10.06 $ 10.10 $ 10.12 $ 10.02 ------- ------- ------- ------- ------- Income from investment operations(a): Net investment income ............................................. 0.400 0.567 0.524 0.339 0.207 Net realized and unrealized gains (losses) ........................ (2.133) (0.254) (0.037) (0.015) 0.105 ------- ------- ------- ------- ------- Total from investment operations ..................................... (1.733) 0.313 0.487 0.324 0.312 ------- ------- ------- ------- ------- Less distributions from net investment income ........................ (0.407) (0.573) (0.527) (0.344) (0.212) ------- ------- ------- ------- ------- Redemption fees(b,c) ................................................. -- -- -- -- -- ------- ------- ------- ------- ------- Net asset value, end of year ......................................... $ 7.66 $ 9.80 $ 10.06 $ 10.10 $ 10.12 ======= ======= ======= ======= ======= Total return(d) ...................................................... (18.28)% 3.17% 4.93% 3.25% 3.14% RATIOS TO AVERAGE NET ASSETS Expenses(e) .......................................................... 1.67% 1.61% 1.60% 1.62% 1.68% Net investment income ................................................ 4.49% 5.72% 5.21% 3.53% 1.97% SUPPLEMENTAL DATA Net assets, end of year (000's) ...................................... $17,481 $39,548 $60,972 $65,687 $69,331 Portfolio turnover rate .............................................. 31.59% 69.25% 74.56% 77.13% 50.52% (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) Amount rounds to less than $0.001 per share. (c) Effective September 1, 2008, the redemption fee was eliminated. (d) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. (e) Benefit of expense reduction rounds to less than 0.01%. The accompanying notes are an integral part of these financial statements. Annual Report | 63 Franklin Investors Securities Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN FLOATING RATE DAILY ACCESS FUND YEAR ENDED OCTOBER 31, ------------------------------------------------- CLASS C 2008 2007 2006 2005 2004 - ---------------------------------------------------------------------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ................................... $ 9.81 $ 10.07 $ 10.11 $ 10.13 $ 10.03 -------- -------- -------- -------- -------- Income from investment operations(a): Net investment income ............................................. 0.441 0.605 0.561 0.373 0.239 Net realized and unrealized gains (losses) ........................ (2.140) (0.259) (0.039) (0.015) 0.102 -------- -------- -------- -------- -------- Total from investment operations ..................................... (1.699) 0.346 0.522 0.358 0.341 -------- -------- -------- -------- -------- Less distributions from net investment income ........................ (0.441) (0.606) (0.562) (0.378) (0.241) -------- -------- -------- -------- -------- Redemption fees(b,c) ................................................. -- -- -- -- -- -------- -------- -------- -------- -------- Net asset value, end of year ......................................... $ 7.67 $ 9.81 $ 10.07 $ 10.11 $ 10.13 ======== ======== ======== ======== ======== Total return(d) ...................................................... (17.96)% 3.50% 5.29% 3.59% 3.44% RATIOS TO AVERAGE NET ASSETS Expenses(e) .......................................................... 1.32% 1.29% 1.26% 1.29% 1.34% Net investment income ................................................ 4.84% 6.04% 5.55% 3.86% 2.31% SUPPLEMENTAL DATA Net assets, end of year (000's) ...................................... $188,240 $382,911 $380,599 $331,218 $270,104 Portfolio turnover rate .............................................. 31.59% 69.25% 74.56% 77.13% 50.52% (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) Amount rounds to less than $0.001 per share. (c) Effective September 1, 2008, the redemption fee was eliminated. (d) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. (e) Benefit of expense reduction rounds to less than 0.01%. The accompanying notes are an integral part of these financial statements. 64 | Annual Report Franklin Investors Securities Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN FLOATING RATE DAILY ACCESS FUND YEAR ENDED OCTOBER 31, -------------------------------------------- ADVISOR CLASS 2008 2007 2006 2005 2004 - ---------------------------------------------------------------------- ------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ................................... $ 9.81 $ 10.08 $ 10.12 $ 10.13 $ 10.04 ------- ------- ------- ------- ------- Income from investment operations(a): Net investment income ............................................. 0.500 0.671 0.630 0.438 0.307 Net realized and unrealized gains (losses) ........................ (2.150) (0.269) (0.043) (0.004) 0.092 ------- ------- ------- ------- ------- Total from investment operations ..................................... (1.650) 0.402 0.587 0.434 0.399 ------- ------- ------- ------- ------- Less distributions from net investment income ........................ (0.500) (0.672) (0.627) (0.444) (0.309) ------- ------- ------- ------- ------- Redemption fees(b,c) ................................................. -- -- -- -- -- ------- ------- ------- ------- ------- Net asset value, end of year ......................................... $ 7.66 $ 9.81 $ 10.08 $ 10.12 $ 10.13 ======= ======= ======= ======= ======= Total return ......................................................... (17.54)% 4.08% 5.96% 4.37% 4.03% RATIOS TO AVERAGE NET ASSETS Expenses(d) .......................................................... 0.68% 0.64% 0.62% 0.64% 0.69% Net investment income ................................................ 5.48% 6.69% 6.19% 4.51% 2.96% SUPPLEMENTAL DATA Net assets, end of year (000's) ...................................... $91,831 $85,416 $94,185 $38,822 $37,810 Portfolio turnover rate .............................................. 31.59% 69.25% 74.56% 77.13% 50.52% (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) Amount rounds to less than $0.001 per share. (c) Effective September 1, 2008, the redemption fee was eliminated. (d) Benefit of expense reduction rounds to less than 0.01%. The accompanying notes are an integral part of these financial statements. Annual Report | 65 Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 PRINCIPAL FRANKLIN FLOATING RATE DAILY ACCESS FUND COUNTRY AMOUNT(a) VALUE -------------------------------------------------------------------------- ------------- ----------- ----------- (b,c) SENIOR FLOATING RATE INTERESTS 86.3% AEROSPACE & DEFENSE 2.6% BE Aerospace Inc., Term Loan B, 5.87% - 6.52%, 7/28/14 ................... United States $ 4,887,750 $ 4,496,730 Hawker Beechcraft Inc., Synthetic L/C, 5.762%, 3/26/14 ........................................ United States 405,588 263,342 Term Loan B, 5.762%, 3/26/14 .......................................... United States 6,924,737 4,496,135 ILC Industries Inc., June 2006 Term Loan, 5.118%, 2/24/12................. United States 2,359,688 2,277,099 L-1 Identity Solutions Operating Co., Term Loan B, 7.50%, 8/05/13 ........ United States 1,800,000 1,606,500 Spirit Aerosystems Inc. (Onex Wind Finance LP), Term B-1 Loan, 6.50%, 12/31/11 .............................................................. United States 6,020,714 5,132,658 TransDigm Inc., Term Loan B, 5.21%, 6/23/13 .............................. United States 10,715,000 8,210,369 Vought Aircraft Industries Inc., L/C Term Loan, 5.164%, 12/22/10 ......... United States 2,500,000 1,875,000 ----------- 28,357,833 ----------- APPAREL, ACCESSORIES & LUXURY GOODS 0.4% The William Carter Co., Term Loan B, 4.618% - 4.92%, 7/14/12 ............. United States 4,981,378 4,196,811 ----------- APPLICATION SOFTWARE 0.8% CCC Information Services Group Inc., Term Loan B, 6.02%, 2/10/13.......... United States 1,417,999 1,141,489 Dealer Computer Services Inc. (Reynolds & Reynolds), First Lien Term Loan, 5.171%, 10/26/12 ...................................................... United States 4,987,562 3,241,916 SunGard Data Systems Inc., Incremental Term Loan, 6.75%, 2/28/14 .............................. United States 2,700,000 2,233,197 New U.S. Term Loan, 4.553%, 2/28/14 ................................ United States 1,802,902 1,389,522 ----------- 8,006,124 ----------- ASSET MANAGEMENT & CUSTODY BANKS 0.2% Nuveen Investments Inc., Term Loan B, 6.118% - 6.769%, 11/13/14 .......... United States 4,274,261 2,464,825 ----------- AUTO PARTS & EQUIPMENT 3.8% Affinia Group Inc., Term Loan B, 6.42%, 11/30/11 ......................... United States 6,339,369 4,532,649 Cooper Standard Automotive Inc., Term Loan B, 6.313%, 12/23/11 ...................................... Canada 2,562,588 1,787,405 Term Loan C, 6.313%, 12/23/11 ...................................... United States 6,628,478 4,623,363 Dayco Products LLC (Mark IV), Replacement Term Loan, 7.65% - 8.48%, 6/23/11 ............................................................... United States 7,956,921 2,705,353 Federal-Mogul Corp., Term Loan B, 4.938% - 6.528%, 12/27/14 ............................. United States 16,442,221 10,009,202 Term Loan C, 4.938% - 6.238%, 12/27/15 ............................. United States 591,690 360,191 Key Safety Systems Inc., Term Loan B, 5.469% - 6.753%, 3/10/14 ........... United States 13,500,736 8,032,938 Tenneco Inc., Synthetic L/C, 5.503%, 3/16/14 ............................. United States 6,463,122 5,041,235 TRW Automotive Inc., Tranche B-1 Term Loan, 4.625% - 5.813%, 2/09/14 ............................................................... United States 2,824,468 2,226,622 United Components Inc., Term Loan D, 4.81%, 6/29/12 ...................... United States 3,377,245 2,570,928 ----------- 41,889,886 ----------- BROADCASTING 4.3% Citadel Broadcasting Corp., Term Loan B, 4.625% - 5.395%, 6/12/14......... United States 14,882,075 8,110,731 Discovery Communications Inc., Term Loan B, 5.762%, 5/14/14 .............. United States 8,097,500 6,712,828 Entravision Communications Corp., Term Loan B, 6.38%, 3/29/13 ............ United States 14,512,667 9,965,369 Gray Television Inc., Term Loan B, 4.25% - 5.65%, 12/31/14 ............... United States 7,366,287 4,198,783 LBI Media Inc., Term Loan B, 4.618%, 3/31/12 ............................. United States 975,000 614,250 66 | Annual Report Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) PRINCIPAL FRANKLIN FLOATING RATE DAILY ACCESS FUND COUNTRY AMOUNT(a) VALUE -------------------------------------------------------------------------- ------------- ----------- ----------- (b,c) SENIOR FLOATING RATE INTERESTS (CONTINUED) BROADCASTING (CONTINUED) Mission Broadcasting Inc., Term Loan B, 5.512%, 10/01/12 ................. United States $ 3,851,340 $ 2,676,681 Nexstar Broadcasting Inc., Term Loan B, 5.512%, 10/01/12 ................. United States 3,644,586 2,532,988 Univision Communications Inc., Initial Term Loan, 5.25%, 9/29/14 ......... United States 21,500,000 11,685,250 ----------- 46,496,880 ----------- BUILDING PRODUCTS 0.7% Goodman Global Holdings, Inc., Term Loan B, 7.708%, 2/13/14 .............. United States 3,825,000 3,126,937 NCI Building Systems Inc., Term Loan B, 4.72% - 6.25%, 6/18/10 .......... United States 5,176,516 4,400,039 ----------- 7,526,976 ----------- CABLE & SATELLITE 5.6% Charter Communications Operating LLC, Incremental Term Loan, 8.77%, 3/06/14 .............................. United States 4,482,488 3,763,420 Term Loan, 5.47% - 5.50%, 3/06/14 .................................. United States 8,217,687 6,187,663 CSC Holdings Inc. (Cablevision), Incremental Term Loan, 4.569%, 3/29/13 ............................................................... United States 13,666,737 11,880,303 DIRECTV Holdings LLC, Term Loan B, 4.618%, 4/13/13 ....................................... United States 2,490,487 2,215,841 Term Loan C, 5.25% - 5.368%, 4/13/13 ............................... United States 8,920,125 8,173,064 Insight Midwest Holdings, Term Loan B, 5.93%, 4/02/14..................... United States 9,487,500 7,510,941 MCC Iowa, Term Loan E, 6.50%, 1/03/16 ........................................ United States 2,493,750 2,061,501 Tranche D-1 Term Loan, 3.89%, 1/31/15 .............................. United States 6,148,955 4,473,365 Tranche D-2 Term Loan, 3.89%, 1/31/15 .............................. United States 977,128 710,861 Mediacom LLC, Term Loan C, 3.64%, 1/31/15 ................................ United States 2,724,176 1,981,838 UPC Financing Partnership, Term Loan N, 5.47%, 12/31/14 .................. Netherlands 13,500,000 9,686,250 Virgin Media Dover LLC (NTL Dover LLC), Tranche B4, 5.834%, 9/03/12 ............................................................... United States 3,953,108 2,737,527 ----------- 61,382,574 ----------- CASINOS & GAMING 2.1% Ameristar Casinos Inc., Term Loan B, 5.769%, 11/10/12 .................... United States 4,575,068 2,630,664 Green Valley Ranch Gaming LLC, Term Loan B, 5.00%, 2/16/14................ United States 2,834,246 1,417,123 Las Vegas Sands LLC, Delayed Draw I Term Loan, 5.52%, 5/23/14 ........................... United States 1,789,280 1,029,283 Term Loan B, 5.52%, 5/23/14 ........................................ United States 6,915,255 3,978,000 Penn National Gaming Inc., Term Loan A, 4.72%, 10/03/11 ....................................... United States 2,027,907 1,708,512 Term Loan B, 4.55% - 5.29%, 10/03/12 ............................... United States 2,533,497 2,118,285 VML U.S. Finance LLC (Venetian Macau), Delayed Draw, 6.02%, 5/25/12 ....................................... Macau 4,785,438 3,074,644 New Project Term Loans, 6.02%, 5/25/13.............................. Macau 6,032,721 3,876,023 Term Loan B, 6.02%, 5/25/13 ........................................ Macau 4,431,841 2,847,458 ----------- 22,679,992 ----------- COAL & CONSUMABLE FUELS 0.2% Alpha Natural Resources LLC, Term Loan B, 5.563%, 10/26/12 ............... United States 2,664,489 2,467,983 ----------- Annual Report | 67 Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) PRINCIPAL FRANKLIN FLOATING RATE DAILY ACCESS FUND COUNTRY AMOUNT(a) VALUE -------------------------------------------------------------------------- ------------- ----------- ----------- (b,c) SENIOR FLOATING RATE INTERESTS (CONTINUED) COMMERCIAL PRINTING 0.2% Cenveo Corp., Delayed Draw Term Loan, 4.954%, 6/21/13............................. United States $ 24,480 $ 18,482 Term Loan C, 4.954%, 6/21/13........................................ United States 2,473,758 1,867,688 ----------- 1,886,170 ----------- COMMODITY CHEMICALS 0.7% Lyondell Chemical Co., Tranche B-1, 8.044%, 12/20/14....................................... United States 3,482,500 2,094,236 Tranche B-2, 8.044%, 12/20/14....................................... United States 8,759,741 5,270,447 ----------- 7,364,683 ----------- COMMUNICATIONS EQUIPMENT 0.4% CommScope Inc., Term Loan B, 5.50% - 6.262%, 12/26/14..................... United States 5,723,010 4,406,717 ----------- CONSTRUCTION & ENGINEERING 0.3% CONTECH Construction Products Inc., Term Loan B, 5.00%, 1/31/13........... United States 5,289,135 3,530,498 ----------- CONSTRUCTION & FARM MACHINERY & HEAVY TRUCKS 1.1% Oshkosh Truck Corp., Term Loan A, 4.62% - 6.09%, 12/06/11................................ United States 1,937,500 1,627,500 Term Loan B, 4.32% - 6.09%, 12/06/13................................ United States 15,376,937 10,725,413 ----------- 12,352,913 ----------- CONSTRUCTION MATERIALS 0.3% Headwaters Inc., Term Loan B, 8.27%, 4/30/11.............................. United States 3,222,250 2,932,247 ----------- DATA PROCESSING & OUTSOURCED SERVICES 2.7% Affiliated Computer Services Inc., Additional Term Loan, 5.00% - 6.513%, 3/20/13....................... United States 5,409,895 4,581,505 Term Loan B, 5.259%, 3/20/13........................................ United States 2,327,071 1,970,739 Emdeon Business Services LLC, First Lien Term Loan, 4.81% - 5.762%, 11/16/13............................................................... United States 3,778,411 2,852,700 First Data Corp., Term Loan B-2, 5.948% - 6.512%, 9/24/14............................. United States 671,437 497,103 Term Loan B-3, 5.948% - 6.512%, 9/24/14............................. United States 2,859,825 2,109,121 infoGROUP Inc., 2006 Term Loan, 5.77%, 2/10/12...................................... United States 4,573,851 4,024,989 2007 Term Loan, 5.77%, 2/10/12...................................... United States 2,947,500 2,593,800 Lender Processing Services Inc., Term Loan B, 5.618%, 7/02/14............. United States 4,887,750 4,496,730 Metavante Corp., Term Loan B, 4.551%, 11/01/14............................ United States 8,259,734 6,772,982 ----------- 29,899,669 ----------- DISTILLERS & VINTNERS 0.5% Constellation Brands Inc., Term Loan B, 4.313% - 5.25%, 6/05/13........... United States 6,640,904 5,799,169 ----------- DIVERSIFIED CHEMICALS 2.7% Celanese U.S. Holdings LLC, Dollar Term Loan, 5.553%, 4/02/14............. United States 10,908,493 8,867,045 Huntsman International LLC, Term Loan B, 4.969%, 4/19/14.................. United States 11,086,647 9,641,425 Ineos U.S. Finance LLC, Term Loan B2, 5.727% - 5.952%, 12/16/13............................. United States 5,639,848 3,139,517 Term Loan C2, 6.227% - 6.452%, 12/23/14............................. United States 5,639,848 3,087,817 68 | Annual Report Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) PRINCIPAL FRANKLIN FLOATING RATE DAILY ACCESS FUND COUNTRY AMOUNT(a) VALUE -------------------------------------------------------------------------- ------------- ----------- ----------- (b,c) SENIOR FLOATING RATE INTERESTS (CONTINUED) DIVERSIFIED CHEMICALS (CONTINUED) Invista Canada Co., Term Loan B2, 4.921%, 4/29/11......................... Canada $ 1,411,970 $ 1,171,935 Invista SARL, Term Loan B1, 4.921%, 4/29/11............................... Luxembourg 4,892,941 4,061,141 ----------- 29,968,880 ----------- DIVERSIFIED REAL ESTATE ACTIVITIES 0.3% CB Richard Ellis Services Inc., Term Loan B, 4.50% - 5.251%, 12/20/13............................................................... United States 6,323,369 3,825,638 ----------- DIVERSIFIED SUPPORT SERVICES 2.0% ARAMARK Corp., Synthetic L/C, 2.427%, 1/26/14...................................... United States 814,219 683,741 Term Loan B, 5.637%, 1/26/14........................................ United States 12,748,724 10,705,741 Language Lines Inc., Term Loan B, 7.02%, 6/11/11.......................... United States 3,771,853 3,187,216 West Corp., Term Loan B-2, 5.594% - 5.75%, 10/24/13............................. United States 10,341,669 6,696,231 Term Loan B-3, 8.00%, 10/24/13...................................... United States 995,000 736,300 ----------- 22,009,229 ----------- EDUCATION SERVICES 1.1% Bright Horizons Family Solution Inc., Term Loan B, 7.00% - 7.50%, 5/21/15................................................................ United States 6,182,000 4,924,995 Education Management LLC, Term Loan C, 5.563%, 6/01/13.................... United States 7,800,780 5,499,550 Laureate Education Inc., Closing Date Term Loan, 7.001%, 8/17/14............................. United States 1,756,948 1,256,218 Delayed Draw Term Loan, 3.25% - 7.00%, 8/17/14...................... United States 262,918 187,986 ----------- 11,868,749 ----------- ELECTRICAL COMPONENTS & EQUIPMENT 0.3% Baldor Electric Co., Term Loan B, 4.875% - 5.25%, 1/31/14................. United States 4,656,510 3,793,114 ----------- ELECTRONIC EQUIPMENT & INSTRUMENTS 0.9% (d) Brocade Communications Systems Inc., Term Loan, 7.00%, 10/07/13........... United States 3,800,000 3,529,250 Sensus Metering Systems Inc., Term Loan B1, 4.81% - 6.00%, 12/17/10............................................................... United States 6,747,701 6,241,623 ----------- 9,770,873 ----------- ELECTRONIC MANUFACTURING SERVICES 0.7% FCI USA, Term Loan B1, 6.47%, 11/01/13.......................................... United States 2,641,850 2,139,898 Term Loan C1, 6.47%, 11/03/14.......................................... United States 2,641,850 2,156,859 Flextronics International USA Inc., Term Loan A, 6.133% - 7.069%, 10/01/14................................. United States 2,986,583 2,292,203 Term Loan A-1, 7.069%, 10/01/14........................................ United States 858,214 658,679 ----------- 7,247,639 ----------- ENVIRONMENTAL & FACILITIES SERVICES 2.1% Allied Waste North America Inc., Credit Link, 4.135%, 3/28/14........................................ United States 4,597,363 4,398,146 Term Loan B, 4.06% - 5.55%, 3/28/14................................. United States 6,433,190 6,154,421 Duratek Inc. (EnergySolutions), Term Loan B, 5.47%, 6/07/13............... United States 2,017,937 1,442,825 Annual Report | 69 Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) PRINCIPAL FRANKLIN FLOATING RATE DAILY ACCESS FUND COUNTRY AMOUNT(a) VALUE -------------------------------------------------------------------------- ------------- ----------- ----------- (b,c) SENIOR FLOATING RATE INTERESTS (CONTINUED) ENVIRONMENTAL & FACILITIES SERVICES (CONTINUED) EnergySolutions LLC, Synthetic L/C, 3.76%, 6/07/13 ...................................... United States $ 269,683 $ 192,824 Synthetic L/C (Add-On), 3.76%, 6/07/13 ............................. United States 1,830,189 1,308,585 Term Loan B, 5.47%, 6/07/13 ........................................ United States 4,206,005 3,007,293 (e) EnviroSolutions Inc., Initial Term Loan, PIK, 12.042%, 7/07/12............ United States 6,154,569 4,569,767 Safety-Kleen Systems Inc., Synthetic L/C, 3.75%, 8/02/13 ...................................... United States 528,814 471,178 Term Loan B, 5.50%, 8/02/13 ........................................ United States 1,986,576 1,770,059 ----------- 23,315,098 ----------- FOOD DISTRIBUTORS 0.5% Wm. Wrigley Jr. Co., Term Loan B, 7.75%, 8/15/14 ......................... United States 5,700,000 5,416,425 ----------- FOOD RETAIL 0.2% Pantry Inc., Delayed Draw Term Loan, 4.87%, 5/14/14 ............................. United States 753,020 534,645 Term Loan B, 4.87%, 5/14/14 ........................................ United States 2,615,706 1,857,151 ----------- 2,391,796 ----------- GENERAL MERCHANDISE STORES 0.1% Dollar General Corp., Tranche B-1 Term Loan, 5.75% - 6.17%, 7/07/14 ...... United States 1,100,000 887,700 ----------- HEALTH CARE EQUIPMENT 0.9% DJO Finance LLC, Term Loan B, 6.723% - 6.762%, 5/20/14 ................... United States 8,684,375 6,643,547 Fresenius SE (APP), Term Loan B2, 6.75%, 8/20/14 ......................... United States 1,155,348 1,080,251 Fresenius SE (New Finco1), Term Loan B1, 7.50%, 8/20/14 .................. United States 2,144,652 2,005,249 ----------- 9,729,047 ----------- HEALTH CARE FACILITIES 6.0% Community Health Systems Inc., Term Loan, 5.06% - 5.973%, 7/25/14 ........ United States 17,599,945 14,148,156 HCA Inc., Term Loan B-1, 6.012%, 11/18/13 ................................ United States 17,795,698 14,730,389 Health Management Associates Inc., Term Loan B, 5.512%, 2/28/14 .......... United States 3,902,467 2,751,239 HealthSouth Corp., Term Loan B, 5.50%, 3/10/13............................ United States 7,640,411 6,348,968 Iasis Healthcare LLC, Delayed Draw Term Loan, 5.118%, 3/14/14 ............................ United States 2,925,894 2,369,975 Initial Term Loan, 5.118%, 3/14/14.................................. United States 8,455,810 6,849,206 Synthetic L/C, 4.54%, 3/14/14 ...................................... United States 782,194 633,577 LifePoint Hospitals Inc., Term Loan B, 4.435%, 4/15/12 ................... United States 1,956,042 1,649,188 Psychiatric Solutions Inc., Second Additional Term Loan, 4.75% - 4.868%, 7/01/12 ............................................................... United States 7,566,921 6,214,334 Vanguard Health Holding Co. II LLC, Replacement Term Loan, 5.368% - 6.012%, 9/23/11 ....................................................... United States 11,080,859 9,460,283 ----------- 65,155,315 ----------- 70 | Annual Report Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) PRINCIPAL FRANKLIN FLOATING RATE DAILY ACCESS FUND COUNTRY AMOUNT(a) VALUE -------------------------------------------------------------------------- ------------- ----------- ----------- (b,c) SENIOR FLOATING RATE INTERESTS (CONTINUED) HEALTH CARE SERVICES 2.3% AMR Holdco/EmCare Holdco, Term Loan B, 4.817% - 5.259%, 2/10/12 .......... United States $ 2,315,457 $ 2,060,757 DaVita Inc., Term Loan B-1, 4.20% - 6.32%, 10/05/12 ...................... United States 16,774,532 14,617,814 Fresenius Medical Care Holdings Inc., Term Loan B, 4.185% - 6.125%, 3/31/13 ............................................................... United States 6,600,041 5,623,235 U.S. Oncology Inc., Term Loan B, 6.178% - 6.512%, 8/20/11 ................ United States 2,575,385 2,156,885 VICAR Operating Inc., Incremental Term Loan, 4.625%, 5/16/11 ............. United States 1,477,500 1,374,075 ----------- 25,832,766 ----------- HEALTH CARE SUPPLIES 0.8% Bausch and Lomb Inc., (f) Delayed Draw Term Loan, 7.012%, 4/28/15 ........................ United States 1,454,990 1,180,967 Parent Term Loan, 7.012%, 4/28/15 .............................. United States 9,627,181 7,814,065 ----------- 8,995,032 ----------- HOME FURNISHINGS 0.4% (f) Sealy Mattress Co., Revolver, 5.86%, 4/06/10 ............................. United States 1,193,500 1,062,215 Simmons Bedding Company, Term Loan D, 4.875% - 6.50%, 12/19/11 ........... United States 4,074,053 2,892,578 ----------- 3,954,793 ----------- HOUSEHOLD PRODUCTS 0.2% Prestige Brands Inc., Term Loan B, 5.421% - 6.012%, 4/06/11 .............. United States 2,240,751 1,803,804 ----------- HOUSEWARES & SPECIALTIES 1.1% Jarden Corp., Term Loan B1, 5.512%, 1/24/12 ...................................... United States 605,229 495,532 Term Loan B2, 5.512%, 1/24/12 ...................................... United States 8,330,725 6,820,781 Jostens IH Corp. (Visant Holding Corp.), Term Loan C, 5.171%, 12/21/11 ... United States 6,011,589 5,012,162 ----------- 12,328,475 ----------- INDEPENDENT POWER PRODUCERS & ENERGY TRADERS 2.6% Dynegy Holdings Inc., Term L/C Facility, 4.62%, 4/02/13 .................................. United States 9,211,240 6,823,990 Term Loan B, 4.62%, 4/02/13 ........................................ United States 879,873 651,839 NRG Energy Inc., Credit Link, 2.701%, 2/01/13 ....................................... United States 5,160,706 4,494,113 Term Loan, 5.262%, 2/01/13 ......................................... United States 10,501,104 9,144,707 Texas Competitive Electric Holdings Co. LLC, Term Loan B-2, 6.303% - 7.64%, 10/10/14 ............................ United States 4,747,519 3,724,163 Term Loan B-3, 6.303% - 7.64%, 10/10/14 ............................ United States 3,960,000 3,091,770 ----------- 27,930,582 ----------- INDUSTRIAL CONGLOMERATES 0.6% TriMas Co. LLC, Term Loan B, 5.49% - 5.766%, 8/02/13 ..................................... United States 6,857,763 5,211,900 Tranche B-1 L/C, 4.868%, 8/02/11 ......................................... United States 1,614,858 1,227,292 ----------- 6,439,192 ----------- Annual Report | 71 Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) PRINCIPAL FRANKLIN FLOATING RATE DAILY ACCESS FUND COUNTRY AMOUNT(a) VALUE -------------------------------------------------------------------------- ------------- ----------- ----------- (b,c) SENIOR FLOATING RATE INTERESTS (CONTINUED) INDUSTRIAL MACHINERY 2.0% Bucyrus International Inc., Tranche B Dollar Term Loan, 4.291% - 5.383%, 5/04/14 ............................................................... United States $ 5,476,913 $ 4,463,684 CI Acquisition Inc. (Chart Industries), Term Loan B, 5.25%, 10/17/12 ..... United States 1,735,586 1,449,215 Husky Injection Molding Systems Ltd. (Ontario Inc.), Term Loan, 6.762%, 12/14/12 .............................................................. Canada 3,275,250 2,898,596 Mueller Water Products Inc., Term Loan B, 4.868% - 5.512%, 5/24/14 ....... United States 6,477,462 4,987,645 RBS Global Inc. (Rexnord Corp.), Incremental Tranche B-2, 5.762%, 7/22/13 ........................... United States 1,861,684 1,480,039 Term Loan, 6.00% - 7.003%, 7/22/13 ................................. United States 8,606,557 6,885,246 ----------- 22,164,425 ----------- INTEGRATED TELECOMMUNICATION SERVICES 2.7% GCI Holdings Inc., Add-On Term Loan, 7.37%, 8/31/12 ...................... United States 6,118,891 5,812,946 NTELOS Inc., Term Loan B-1, 5.37%, 8/24/11 ............................... United States 5,908,538 5,086,265 Wind Telecomunicazioni SpA, Term Loan B-2, 5.885%, 12/12/14 .................................... Italy 4,850,000 3,748,356 Term Loan C-2, 6.635%, 12/12/15 .................................... Italy 4,850,000 3,787,995 Windstream Corp., Tranche B-1, 6.05%, 7/17/13 ............................ United States 11,811,202 10,324,467 (g) Winstar Communications Inc., DIP, 2/20/49 ................................ United States 837,576 1,298,243 ----------- 30,058,272 ----------- IT CONSULTING & OTHER SERVICES 0.6% Acxiom Corp., Term Loan B, 4.834% - 5.291%, 9/14/12 ...................... United States 6,497,750 4,743,358 CACI International Inc., Term B-2 Loan, 4.32% - 5.60%, 5/03/11 ........... United States 2,075,527 1,779,764 ----------- 6,523,122 ----------- LEISURE FACILITIES 0.4% 24 Hour Fitness Worldwide Inc., Term Loan B, 5.62% - 6.71%, 6/08/12 ...... United States 6,137,096 4,572,137 ----------- LEISURE PRODUCTS 0.1% PlayPower Inc., Term Loan B, 6.51%, 6/30/12 .............................. United States 1,259,055 1,126,854 ----------- LIFE & HEALTH INSURANCE 1.0% Conseco Inc., Revolver, 0.50% - 5.00%, 6/22/09 ................................... United States 4,000,000 2,920,000 Term Loan, 5.00%, 10/10/13 ......................................... United States 11,554,094 7,654,587 ----------- 10,574,587 ----------- LIFE SCIENCES TOOLS & SERVICES 0.3% (d) Applied Biosystems Inc., Term Loan B, 7.00%, 10/31/15 .................... United States 3,400,000 3,174,750 ----------- METAL & GLASS CONTAINERS 0.3% Anchor Glass Container Corp., Term Loan, 7.50% - 7.851%, 6/20/14 ......... United States 4,409,615 3,737,149 ----------- MOVIES & ENTERTAINMENT 1.7% Cinemark USA Inc., Term Loan, 4.56% - 4.93%, 10/05/13 .................... United States 4,872,581 3,735,647 Regal Cinemas Corp., Term Loan, 5.262%, 10/27/13 ......................... United States 15,092,951 11,411,947 Zuffa LLC, Term Loan B, 5.813%, 6/19/15 .................................. United States 5,735,201 3,584,501 ----------- 18,732,095 ----------- 72 | Annual Report Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) PRINCIPAL FRANKLIN FLOATING RATE DAILY ACCESS FUND COUNTRY AMOUNT(a) VALUE -------------------------------------------------------------------------- ------------- ----------- ----------- (b,c) SENIOR FLOATING RATE INTERESTS (CONTINUED) OFFICE SERVICES & SUPPLIES 0.1% Acco Brands Corp., Term Loan B, 4.561% - 6.30%, 8/17/12 .................. United States $ 1,941,251 $ 1,358,876 ----------- OIL & GAS DRILLING 0.5% Dresser Inc., Term Loan B, 5.057% - 5.368%, 5/04/14 ...................... United States 7,794,806 5,673,161 ----------- OIL & GAS EQUIPMENT & SERVICES 0.4% Helix Energy Solutions Group, Term Loan B, 5.00% - 6.75%, 7/01/13 ........ United States 5,384,266 4,415,098 ----------- OIL & GAS EXPLORATION & PRODUCTION 0.2% ATP Oil and Gas Corp., Tranche B-1, 8.50%, 7/15/14 ........................................ United States 1,656,757 1,259,135 Tranche B-2, 8.50% - 8.97%, 1/15/11 ................................ United States 949,091 721,309 ----------- 1,980,444 ----------- OIL & GAS REFINING & MARKETING 0.4% Alon Refining Krotz Springs Inc., Term Loan, 10.75%, 7/03/14 ............. United States 1,800,000 1,575,000 Citgo Petroleum Corp., Term Loan B, 3.391%, 11/15/12 ..................... United States 4,185,715 3,128,822 ----------- 4,703,822 ----------- PACKAGED FOODS & MEATS 1.3% Bumble Bee Foods LLC, Term Loan B, 5.051% - 6.885%, 5/02/12 .............. United States 2,000,000 1,870,000 Dean Foods Co., Term Loan B, 4.62% - 5.27%, 4/02/14 ...................... United States 13,859,955 10,442,617 Del Monte Foods Co., Term Loan B, 4.50% - 5.041%, 2/08/12 ................ United States 1,733,429 1,543,371 ----------- 13,855,988 ----------- PAPER PACKAGING 1.1% Domtar Corp., Term Loan, 5.38%, 3/07/14 .................................. United States 5,800,284 4,692,430 Graham Packaging Co. LP, New Term Loan, 5.063% - 6.313%, 10/07/11 ........ United States 1,911,303 1,565,357 Graphic Packaging International Inc., 2008 Incremental Term Loan, 5.884% - 7.50%, 5/16/14 ............................................... United States 2,956,359 2,518,448 Rock-Tenn Co., Term Loan B, 5.75% - 5.87%, 3/05/14 ....................... United States 3,582,000 3,205,890 ----------- 11,982,125 ----------- PAPER PRODUCTS 1.7% Georgia-Pacific LLC, Additional Term Loan, 4.868% - 6.044%, 12/20/12 .................... United States 4,330,145 3,607,253 Term Loan B, 4.551% - 4.868%, 12/20/12 ............................. United States 11,529,444 9,604,673 NewPage Corp., Term Loan, 7.00%, 12/22/14 ................................ United States 3,197,486 2,610,521 Verso Paper Holdings LLC, Term Loan B, 5.512%, 8/01/13 ................... United States 2,963,751 2,482,141 ----------- 18,304,588 ----------- PERSONAL PRODUCTS 0.9% Chattem Inc., Term Loan B, 6.433% - 6.569%, 1/02/13 ...................... United States 2,257,582 1,930,232 FTD Group Inc., Term Loan B, 7.759% - 8.035%, 8/04/14 .................... United States 6,200,000 5,518,000 Herbalife International Inc., Term Loan B, 5.27%, 7/21/13 ................ United States 3,018,548 2,739,332 ----------- 10,187,564 ----------- PHARMACEUTICALS 0.3% Mylan Inc., Term Loan B, 6.625% - 7.063%, 10/02/14 ....................... United States 3,870,750 3,341,978 ----------- Annual Report | 73 Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) PRINCIPAL FRANKLIN FLOATING RATE DAILY ACCESS FUND COUNTRY AMOUNT(a) VALUE -------------------------------------------------------------------------- ------------- ----------- ----------- (b,c) SENIOR FLOATING RATE INTERESTS (CONTINUED) PROPERTY & CASUALTY INSURANCE 0.1% Affirmative Insurance Holdings Inc., Term Loan, 6.31% - 6.92%, 1/31/14 ............................................................... United States $ 1,161,388 $ 842,007 ----------- PUBLISHING 4.2% Canwest Mediaworks LP, Credit D, 4.81%, 7/10/14 .......................... Canada 9,509,849 6,799,542 Dex Media East LLC, Term Loan B, 4.82% - 5.77%, 10/24/14 ................. United States 200,000 110,000 Dex Media West LLC, Term Loan B, 7.00% - 7.77%, 10/24/14 ................. United States 8,500,000 4,734,500 (d) Idearc Inc., Term Loan B, 5.12% - 5.77%, 11/17/14 United States 31,946,090 13,790,073 Newsday LLC, Floating Rate Term Loan, 9.008%, 8/1/13 ..................... United States 5,000,000 4,200,000 R.H. Donnelley Inc., Term Loan D-1, 6.75% - 6.87%, 6/30/11 .............................. United States 1,071,403 700,430 Term Loan D-2, 6.75% - 7.52%, 6/30/11 .............................. United States 7,979,953 5,068,930 Tribune Co., Term Loan B, 6.00%, 5/16/14 ........................................ United States 15,970,771 7,170,876 Term Loan X, 7.084%, 5/18/09 ....................................... United States 1,506,743 1,185,806 Wenner Media LLC, Term Loan B, 5.512%, 10/02/13 .......................... United States 2,450,886 1,985,218 ----------- 45,745,375 ----------- RAILROADS 0.2% Kansas City Southern Railway Co., Term Loan B, 4.75% - 5.52%, 4/26/13 ............................................................... United States 2,810,086 2,430,724 ----------- RESEARCH & CONSULTING SERVICES 0.9% Nielsen Finance LLC (VNU Inc.), Dollar Term Loan, 4.803%, 8/09/13 ........ United States 12,808,324 9,337,268 ----------- RESTAURANTS 0.7% Arby's Restaurant Holdings LLC, Term Loan B, 5.25% - 6.012%, 7/25/12 ............................................................... United States 5,598,763 4,199,072 OSI Restaurant Partners LLC (Outback), Pre-Funded Revolving Credit, 2.639%, 6/14/13 ....................... United States 524,698 275,904 Term Loan B, 5.25%, 6/14/14 ........................................ United States 6,559,644 3,449,277 ----------- 7,924,253 ----------- RETAIL REIT'S 0.6% Macerich Co., Term Loan B, 4.625%, 4/25/10 ............................... United States 7,140,000 6,247,500 ----------- SEMICONDUCTORS 0.9% Fairchild Semiconductor Corp., Incremental Term Loan 6.262%, 6/26/13 .............................. United States 4,925,250 3,669,311 Initial Term Loan, 5.262%, 6/26/13 ................................. United States 3,918,201 2,840,696 Marvell Technology Group Ltd., Term Loan, 5.50%, 11/08/09 ................ Bermuda 3,981,375 3,483,703 ----------- 9,993,710 ----------- SPECIALIZED CONSUMER SERVICES 1.7% Affinion Group Inc., Term Loan B, 5.311% - 5.618%, 10/17/12 .............. United States 6,095,901 4,861,481 Brickman Group Holdings Inc., Term Loan B, 5.118%, 1/23/14 ............... United States 2,750,557 2,111,712 Protection One Inc., Term Loan C, 5.37% - 5.51%, 3/31/12 ................. United States 1,546,335 1,252,532 74 | Annual Report Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) PRINCIPAL FRANKLIN FLOATING RATE DAILY ACCESS FUND COUNTRY AMOUNT(a) VALUE -------------------------------------------------------------------------- ------------- ----------- ----------- (b,c) SENIOR FLOATING RATE INTERESTS (CONTINUED) SPECIALIZED CONSUMER SERVICES (CONTINUED) TDS Investor Corp. (Travelport), Delayed Draw Term Loan, 5.368%, 8/23/13 ............................ United States $ 7,110,694 $ 4,418,792 Synthetic L/C, 6.012%, 8/23/13 ..................................... United States 189,598 117,822 Term Loan B, 6.012%, 8/23/13 ....................................... United States 717,027 445,582 Ticketmaster, Term Loan B, 3.25% - 6.64%, 7/25/14 ........................ United States 6,000,000 4,980,000 ----------- 18,187,921 ----------- SPECIALTY CHEMICALS 3.6% Brenntag Holding GmbH & Co. KG, Acquisition Facility, 5.071%, 1/20/14 .............................. Germany 824,727 573,186 Term Loan B2, 5.071%, 1/20/14 ...................................... United States 1,875,273 1,349,428 Cognis GmbH, Term Loan C, 4.819%, 9/15/13 ................................ Germany 5,500,000 3,470,500 Hexion Specialty Chemicals BV, Term Loan C-2, 6.063%, 5/03/13 ....................................... Netherlands 3,065,095 2,132,794 Term Loan C-5, 6.063%, 5/03/13 ....................................... Netherlands 1,185,000 824,562 Hexion Specialty Chemicals Inc., Term Loan C-1, 6.188%, 5/03/13 .......... United States 14,110,006 9,818,208 Nalco Co., Term Loan B, 4.92% - 5.313%, 11/04/10 ......................... United States 3,241,281 2,907,892 Oxbow Carbon LLC, Delayed Draw Term Loan, 5.762%, 5/08/14 ............................ United States 538,386 390,330 Term Loan B, 5.00% - 5.762%, 5/08/14 ............................... United States 6,013,781 4,359,991 Polypore Inc., Incremental Term Loan, 5.39%, 7/03/14 ..................... United States 3,066,919 2,392,197 PQ Corp., Term Loan, 6.72% - 7.02%, 7/30/14 .............................. United States 7,281,750 5,033,510 Rockwood Specialties Group Inc., Term Loan E, 4.618%, 7/30/12 ............ United States 4,300,048 3,601,290 Vertellus Specialties Inc., Term Loan, 8.00% - 8.125%, 12/10/12 .......... United States 3,101,563 2,589,805 ----------- 39,443,693 ----------- SYSTEMS SOFTWARE 0.6% Audatex North America Inc., Domestic Term Loan C, 4.569%, 5/16/14 ........ United States 3,894,179 3,076,401 Macrovision Solutions Corp., Term Loan B, 7.25% - 7.48%, 5/02/13 ......... United States 4,089,750 3,721,673 ----------- 6,798,074 ----------- TRADING COMPANIES & DISTRIBUTORS 1.5% Ashtead Group PLC, Term Loan, 4.563%, 8/31/11 ............................ United Kingdom 2,165,600 1,862,416 Bakercorp., Term Loan C, 5.368% - 6.838%, 5/08/14 ........................ United States 10,604,172 6,335,993 Interline Brands, Delayed Draw Term Loan, 4.75%, 6/23/13 ............................. United States 2,214,786 1,705,385 Term Loan B, 4.75%, 6/23/13 ........................................ United States 1,533,749 1,180,986 RSC Holdings III, ABL Term Loan, 5.52% - 5.96%, 11/27/12 ................. United States 6,746,689 5,532,285 ----------- 16,617,065 ----------- TRUCKING 0.4% Avis Budget Car Rental LLC, Term Loan, 4.67%, 4/19/12 .................... United States 1,620,748 958,943 Hertz Corp., Credit Link, 3.204%, 12/21/12 ...................................... United States 686,017 497,852 Term Loan B, 4.719% - 5.00%, 12/21/12 .............................. United States 3,774,767 2,739,401 ----------- 4,196,196 ----------- Annual Report | 75 Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) PRINCIPAL FRANKLIN FLOATING RATE DAILY ACCESS FUND COUNTRY AMOUNT(a) VALUE -------------------------------------------------------------------------- ------------- ------------ -------------- (b,c) SENIOR FLOATING RATE INTERESTS (CONTINUED) WIRELESS TELECOMMUNICATION SERVICES 2.2% Alltel Communications Inc., Term Loan B-3, 5.50%, 5/18/15 ................ United States $ 9,405,000 $ 9,002,353 Intelsat Corp. (Panamsat), Tranche B-2-A, 6.65%, 1/03/14 ...................................... United States 4,524,969 3,755,725 Tranche B-2-B, 6.65%, 1/03/14 ...................................... United States 4,523,602 3,754,590 Tranche B-2-C, 6.65%, 1/03/14 ...................................... United States 4,523,602 3,754,589 Intelsat Subsidiary Holding Co. Ltd., Term Loan B, 6.65%, 6/30/13 ........ United States 3,014,502 2,498,268 -------------- 22,765,525 -------------- TOTAL SENIOR FLOATING RATE INTERESTS (COST $1,229,157,005) ................................................. 943,302,443 -------------- SHARES ------------ COMMON STOCKS (COST $156,558) 0.0%(h) STEEL 0.0%(h) (i,j) Copperweld Holding Co., B, Escrow Account ................................ United States 1,741 181,361 -------------- TOTAL INVESTMENTS BEFORE SHORT TERM INVESTMENTS (COST $1,229,313,563) ................................................. 943,483,804 -------------- SHORT TERM INVESTMENTS (COST $120,707,743) 11.0% MONEY MARKET FUNDS 11.0% (k) Franklin Institutional Fiduciary Trust Money Market Portfolio, 1.56% ..... United States 120,707,743 120,707,743 -------------- TOTAL INVESTMENTS (COST $1,350,021,306) 97.3% ............................ 1,064,191,547 OTHER ASSETS, LESS LIABILITIES 2.7% ...................................... 29,744,333 -------------- NET ASSETS 100.0% ........................................................ $1,093,935,880 ============== See Selected Portfolio Abbreviations on page 105. (a) The principal amount is stated in U.S. dollars unless otherwise indicated. (b) The coupon rate shown represents the rate at period end. (c) See Note 1(j) regarding senior floating rate interests. (d) A portion or all of the security purchased on a when-issued or delayed delivery basis. See Note 1(d). (e) Income may be received in additional securities and/or cash. (f) See Note 11 regarding unfunded loan commitments. (g) See Note 10 regarding defaulted securities. (h) Rounds to less than 0.1% of net assets. (i) Non-income producing for the twelve months ended October 31, 2008. (j) Security has been deemed illiquid because it may not be able to be sold within seven days. At October 31, 2008, the aggregate value of this security was $181,361, representing 0.01% of net assets. (k) See Note 7 regarding investments in the Franklin Institutional Fiduciary Trust Money Market Portfolio. The rate shown is the annualized seven-day yield at period end. The accompanying notes are an integral part of these financial statements. 76 | Annual Report Franklin Investors Securities Trust FINANCIAL HIGHLIGHTS FRANKLIN LOW DURATION TOTAL RETURN FUND YEAR ENDED OCTOBER 31, ---------------------------------- CLASS A 2008 2007 2006 2005(a) - ---------------------------------------------------------------------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ................................... $ 9.89 $ 9.79 $ 9.77 $ 10.00 ------- ------- ------- ------- Income from investment operations(b): Net investment income ............................................. 0.334 0.398 0.346 0.263 Net realized and unrealized gains (losses) ........................ (0.273) 0.113 0.036 (0.186) ------- ------- ------- ------- Total from investment operations ..................................... 0.061 0.511 0.382 0.077 ------- ------- ------- ------- Less distributions from net investment income ........................ (0.371) (0.411) (0.362) (0.307) ------- ------- ------- ------- Redemption fees(c,d) ................................................. -- -- -- -- ------- ------- ------- ------- Net asset value, end of year ......................................... $ 9.58 $ 9.89 $ 9.79 $ 9.77 ======= ======= ======= ======= Total return(e) ...................................................... 0.56% 5.33% 3.99% 0.78% RATIOS TO AVERAGE NET ASSETS(f) Expenses before waiver and payments by affiliates .................... 1.48% 1.40% 1.37% 1.97% Expenses net of waiver and payments by affiliatesg ................... 0.90% 0.90% 0.90% 0.90% Net investment income ................................................ 3.36% 3.97% 3.52% 2.68% SUPPLEMENTAL DATA Net assets, end of year (000's) ...................................... $35,181 $16,744 $11,722 $10,311 Portfolio turnover rate .............................................. 115.61% 82.95% 86.38% 79.69% Portfolio turnover rate excluding mortgage dollar rolls(h) ........... 108.45% 49.38% 86.38% 79.69% (a) For the period November 17, 2004 (commencement of operations) to October 31, 2005. (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) Amount rounds to less than $0.001 per share. (d) Effective September 1, 2008, the redemption fee was eliminated. (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. (g) Benefit of expense reduction rounds to less than 0.01%. (h) See Note 1(i) regarding mortgage dollar rolls. The accompanying notes are an integral part of these financial statements. Annual Report | 77 Franklin Investors Securities Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN LOW DURATION TOTAL RETURN FUND PERIOD ENDED OCTOBER 31, ADVISOR CLASS 2008(a) - ---------------------------------------------------------------------- ------------ PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period.................................. $ 9.98 -------- Income from investment operations(b): Net investment income (loss)....................................... 0.132 Net realized and unrealized gains (losses)......................... (0.357) -------- Total from investment operations...................................... (0.225) -------- Less distributions from net investment income......................... (0.165) -------- Redemption fees(c,d).................................................. -- -------- Net asset value, end of period........................................ $ 9.59 ======== Total return(e)....................................................... (2.28)% RATIOS TO AVERAGE NET ASSETS(f) Expenses before waiver and payments by affiliates..................... 1.23% Expenses net of waiver and payments by affiliates(g).................. 0.65% Net investment income................................................. 3.61% SUPPLEMENTAL DATA Net assets, end of period (000's)..................................... $ 75 Portfolio turnover rate............................................... 115.61% Portfolio turnover rate excluding mortgage dollar rollsh.............. 108.45% (a) For the period May 15, 2008 (effective date) to October 31, 2008. (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) Amount rounds to less than $0.001 per share. (d) Effective September 1, 2008, the redemption fee was eliminated. (e) Total return is not annualized for periods less than one year. (f) Ratios are annualized for periods less than one year. (g) Benefit of expense reduction rounds to less than 0.01%. (h) See Note 1(i) regarding mortgage dollar rolls. The accompanying notes are an integral part of these financial statements. 78 | Annual Report Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 COUNTRY/ FRANKLIN LOW DURATION TOTAL RETURN FUND ORGANIZATION SHARES VALUE -------------------------------------------------------------------------- ------------- ----------- ----------- CONVERTIBLE PREFERRED STOCKS (COST $20,000) 0.0%(a) DIVERSIFIED FINANCIALS 0.0%(a) CIT Group Inc., 7.75%, cvt. pfd., Z ...................................... United States 800 $ 4,600 ---------- PREFERRED STOCKS (COST $104,200) 0.0%(a) BANKS 0.0%(a) Freddie Mac, 8.375%, pfd., Z ............................................. United States 4,000 6,200 ---------- </Table> <Table> <Caption> PRINCIPAL AMOUNT(b) ----------- CORPORATE BONDS 16.3% AUTOMOBILES & COMPONENTS 0.2% Ford Motor Credit Co. LLC, 7.875%, 6/15/10 ....................................................... United States 50,000 33,611 senior note, 5.80%, 1/12/09 ........................................... United States 50,000 46,361 ---------- 79,972 ---------- BANKS 0.2% (c) Wells Fargo Capital XIII, pfd., 7.70%, Perpetual ......................... United States 100,000 81,854 ---------- CAPITAL GOODS 0.8% (d) John Deere Capital Corp., senior note, FRN, 3.567%, 6/10/11 .............. United States 300,000 282,790 ---------- DIVERSIFIED FINANCIALS 4.2% (d) Bear Stearns & Co. Inc., FRN, 4.903%, 7/19/10 ............................ United States 300,000 289,340 (d) Caterpillar Financial Services Corp., senior note, FRN, 4.226%, 6/24/11... United States 300,000 254,116 Deutsche Bank AG, 4.875%, 5/20/13......................................... Germany 200,000 187,892 (d) General Electric Capital Corp., FRN, 4.519%, 10/21/10 .................... United States 18,000 16,411 GMAC LLC, 6.875%, 9/15/11 ................................................ United States 50,000 29,310 (d,e) Lehman Brothers Holdings Inc., senior note, FRN, 3.005%, 7/18/11 ......... United States 200,000 27,000 (d) Merrill Lynch & Co. Inc., senior note, C, FRN, 3.310%, 3/23/10............ United States 300,000 263,769 Morgan Stanley Dean Witter & Co., 5.30%, 3/01/13 ......................... United States 200,000 165,629 Textron Financial Corp., 5.125%, 11/01/10 ................................ United States 250,000 230,949 ---------- 1,464,416 ---------- ENERGY 0.6% Valero Energy Corp., senior note, 6.875%, 4/15/12 ........................ United States 200,000 192,854 ---------- FOOD, BEVERAGE & TOBACCO 0.2% Bunge Ltd. Finance Corp., senior note, 4.375%, 12/15/08................... United States 75,000 74,762 ---------- MATERIALS 0.5% Rio Tinto Finance USA Ltd., 5.875%, 7/15/13 .............................. Australia 200,000 170,896 ---------- MEDIA 3.4% Comcast Corp., senior note, 5.50%, 3/15/11................................ United States 100,000 95,563 The Interpublic Group of Cos. Inc., senior note, 5.40%, 11/15/09.................................................... United States 200,000 184,000 7.25%, 8/15/11..................................................... United States 500,000 417,500 (d) FRN, 4.804%, 11/15/10..................................................... United States 500,000 407,500 Viacom Inc., senior note, 5.75%, 4/30/11.................................. United States 100,000 89,530 ---------- 1,194,093 ---------- Annual Report | 79 Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) COUNTRY/ PRINCIPAL FRANKLIN LOW DURATION TOTAL RETURN FUND ORGANIZATION AMOUNT(b) VALUE -------------------------------------------------------------------------- ------------- --------- ---------- CORPORATE BONDS (CONTINUED) TELECOMMUNICATION SERVICES 5.1% AT&T Inc., 4.95%, 1/15/13..................................................... United States 100,000 $ 92,707 (d) FRN, 3.014%, 11/14/08.............................................. United States 100,000 99,993 Royal KPN NV, senior note, 8.00%, 10/01/10 ............................... Netherlands 200,000 191,713 Sprint Capital Corp., senior note, 8.375%, 3/15/12 ....................... United States 1,000,000 805,550 (d) Telecom Italia Capital, senior note, FRN, 5.113%, 7/18/11 ................ Italy 300,000 240,138 Telefonica Europe BV, 7.75%, 9/15/10 ..................................... Netherlands 200,000 191,920 Verizon New England Inc., senior note, 6.50%, 9/15/11..................... United States 200,000 187,682 ---------- 1,809,703 ---------- UTILITIES 1.1% Public Service Electric and Gas Co., 4.00%, 11/01/08 ..................... United States 100,000 100,000 (d) Southern Co., senior note, 2008A, FRN, 3.511%, 8/20/10 ................... United States 300,000 299,846 ---------- 399,846 ---------- TOTAL CORPORATE BONDS (COST $6,565,378)................................... 5,751,186 ---------- CONVERTIBLE BONDS 0.2% DIVERSIFIED FINANCIALS 0.1% Merrill Lynch & Co. Inc., cvt., senior note, zero cpn., 3/13/32........... United States 31,000 31,747 ---------- MATERIALS 0.0%(a) Headwaters Inc., cvt., senior sub. note, 2.875%, 6/01/16 ................. United States 20,000 15,500 ---------- PHARMACEUTICALS, BIOTECHNOLOGY & LIFE SCIENCES 0.1% PDL BioPharma Inc., cvt., sub. note, 2.75%, 8/16/23 ...................... United States 30,000 24,750 ---------- TOTAL CONVERTIBLE BONDS (COST $91,000).................................... 71,997 ---------- ASSET-BACKED SECURITIES AND COMMERCIAL MORTGAGE-BACKED SECURITIES 6.3% BANKS 0.7% (d) Countrywide Asset-Backed Certificates, 2001-BC3, A, FRN, 3.687%, 12/25/31 ................................. United States 2,944 2,465 2002-3, 1A1, FRN, 3.947%, 5/25/32 .................................. United States 1,795 1,421 (d) FHLMC, 2996, FK, FRN, 4.838%, 6/15/35 .................................... United States 197,656 191,264 FNMA, G93-33, K, 7.00%, 9/25/23........................................... United States 15,327 16,180 (d,f) GS Mortgage Securities Corp. II, 2007-E0P, A1, 144A, FRN, 4.135%, 3/06/20................................................................ United States 37,863 31,992 ---------- 243,322 ---------- DIVERSIFIED FINANCIALS 5.1% (d) ACE Securities Corp., 2005-HE7, A2B, FRN, 3.387%, 11/25/35 ............... United States 49,801 49,607 (d) Bank of America Credit Card Trust, 2007-A13, A13, FRN, 4.808%, 4/15/12................................................................ United States 400,000 383,054 (d) Capital One Auto Finance Trust, 2006-C, A4, FRN, 4.59%, 5/15/13 .......... United States 100,000 77,685 80 | Annual Report Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) COUNTRY/ PRINCIPAL FRANKLIN LOW DURATION TOTAL RETURN FUND ORGANIZATION AMOUNT(b) VALUE -------------------------------------------------------------------------- ------------- --------- ---------- ASSET-BACKED SECURITIES AND COMMERCIAL MORTGAGE-BACKED SECURITIES (CONTINUED) DIVERSIFIED FINANCIALS (CONTINUED) Chase Funding Mortgage Loan Asset-Backed Certificates, 2003-6, 1A3, 3.34%, 5/25/26........................................ United States 2,522 $ 2,513 (d) 2004-2, 2A2, FRN, 3.457%, 2/25/35 ................................. United States 47,375 39,933 (d) Chase Issuance Trust, 2005-A9, A9, FRN, 4.608%, 11/15/11 ................................. United States 400,000 385,173 2007-A9, A9, FRN, 4.618%, 6/16/14 .................................. United States 500,000 416,037 (d) MBNA Credit Card Master Note Trust, 2005-A4, A4, FRN, 4.628%, 11/15/12 .............................................................. United States 500,000 463,978 Structured Asset Securities Corp., 2004-4XS, 1A4, 4.13%, 2/25/34.......... United States 3,306 3,309 ---------- 1,821,289 ---------- REAL ESTATE 0.5% (d) Ownit Mortgage Loan Asset-Backed Certificates, 2006-6, A2B, FRN, 3.317%, 9/25/37 ............................................................... United States 193,940 175,278 ---------- TOTAL ASSET-BACKED SECURITIES AND COMMERCIAL MORTGAGE-BACKED SECURITIES (COST $2,420,052) ..................................................... 2,239,889 ---------- MORTGAGE-BACKED SECURITIES 21.8% (d) FEDERAL HOME LOAN MORTGAGE CORP. (FHLMC) ADJUSTABLE RATE 0.6% FHLMC, 4.225%, 12/01/34 .................................................. United States 130,009 129,635 FHLMC, 4.314%, 10/01/33 .................................................. United States 80,517 80,177 ---------- 209,812 ---------- FEDERAL HOME LOAN MORTGAGE CORP. (FHLMC) FIXED RATE 10.2% FHLMC Gold 15 Year, 5.00%, 10/01/23....................................... United States 2,992,540 2,923,999 FHLMC Gold 15 Year, 6.00%, 6/01/23........................................ United States 672,339 676,806 ---------- 3,600,805 ---------- (d) FEDERAL NATIONAL MORTGAGE ASSOCIATION (FNMA) ADJUSTABLE RATE 10.8% FNMA, 3.432%, 4/01/34 .................................................... United States 28,696 29,244 FNMA, 3.895%, 4/01/35 .................................................... United States 22,876 23,210 FNMA, 4.104%, 8/01/33 .................................................... United States 130,086 129,486 FNMA, 4.167%, 6/01/34 .................................................... United States 45,524 45,708 FNMA, 4.177%, 8/01/34 .................................................... United States 19,327 19,356 FNMA, 4.286%, 12/01/33 ................................................... United States 128,318 127,456 FNMA, 4.398%, 2/01/34 .................................................... United States 50,593 50,358 FNMA, 4.44%, 8/01/34 ..................................................... United States 124,573 127,408 FNMA, 4.446%, 1/01/35 .................................................... United States 1,549,691 1,559,541 FNMA, 4.562%, 7/01/34 .................................................... United States 49,244 50,327 FNMA, 4.699%, 4/01/33 .................................................... United States 107,636 107,418 FNMA, 4.859%, 5/01/33 .................................................... United States 25,658 26,265 FNMA, 4.956%, 3/01/33 .................................................... United States 56,573 57,045 FNMA, 5.04%, 3/01/34 ..................................................... United States 26,531 26,603 FNMA, 5.044%, 9/01/35 .................................................... United States 876,944 884,316 Annual Report | 81 Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) COUNTRY/ PRINCIPAL FRANKLIN LOW DURATION TOTAL RETURN FUND ORGANIZATION AMOUNT(b) VALUE -------------------------------------------------------------------------- ---------------- ----------------- ---------- MORTGAGE-BACKED SECURITIES (CONTINUED) (d) FEDERAL NATIONAL MORTGAGE ASSOCIATION (FNMA) ADJUSTABLE RATE (CONTINUED) FNMA, 5.249%, 11/01/34 ................................................... United States 30,581 $ 30,970 FNMA, 5.321%, 11/01/32 ................................................... United States 78,205 78,016 FNMA, 5.408%, 4/01/33 .................................................... United States 20,562 20,750 FNMA, 5.718%, 2/01/35 .................................................... United States 110,758 111,350 FNMA, 5.729%, 3/01/35 .................................................... United States 221,598 222,581 FNMA, 5.763%, 1/01/35 .................................................... United States 36,225 36,279 FNMA, 5.988%, 12/01/34 ................................................... United States 8,961 9,109 FNMA, 6.061%, 1/01/33 .................................................... United States 16,234 16,241 ---------- 3,789,037 ---------- FEDERAL NATIONAL MORTGAGE ASSOCIATION (FNMA) FIXED RATE 0.0%(a) FNMA 30 Year, 9.00%, 12/01/20 ............................................ United States 5,374 5,406 ---------- (d) GOVERNMENT NATIONAL MORTGAGE ASSOCIATION (GNMA) ADJUSTABLE RATE 0.2% GNMA, 4.625%, 8/20/26 - 9/20/26 .......................................... United States 46,994 47,281 GNMA, 5.375%, 4/20/26 .................................................... United States 30,947 31,074 ---------- 78,355 ---------- TOTAL MORTGAGE-BACKED SECURITIES (COST $7,686,636) ....................... 7,683,415 ---------- FOREIGN GOVERNMENT AND AGENCY SECURITIES 3.1% (d) European Investment Bank, senior note, FRN, 0.685%, 9/21/11 .............. Supranational(g) 6,000,000 JPY 60,919 (d,h) Government of Argentina, senior bond, FRN, 3.127%, 8/03/12 ............... Argentina 30,000 5,432 Government of Indonesia, FR02, 14.00%, 6/15/09 .............................................. Indonesia 475,000,000 IDR 43,534 FR10, 13.15%, 3/15/10 .............................................. Indonesia 150,000,000 IDR 13,417 FR36, 11.50%, 9/15/19 .............................................. Indonesia 165,000,000 IDR 10,842 Government of Malaysia, 7.00%, 3/15/09 ..................................................... Malaysia 231,000 MYR 65,823 3.869%, 4/13/10 .................................................... Malaysia 19,000 MYR 5,355 3.756%, 4/28/11 .................................................... Malaysia 60,000 MYR 16,831 3.833%, 9/28/11 .................................................... Malaysia 275,000 MYR 77,185 Government of Norway, 5.50%, 5/15/09 ..................................................... Norway 235,000 NOK 35,034 6.00%, 5/16/11 ..................................................... Norway 655,000 NOK 102,378 Government of Singapore, 4.375%, 1/15/09 .................................................... Singapore 4,000 SGD 2,714 2.625%, 4/01/10 .................................................... Singapore 19,000 SGD 13,063 Government of Sweden, 5.00%, 1/28/09 ..................................................... Sweden 1,000,000 SEK 129,342 4.00%, 12/01/09 .................................................... Sweden 810,000 SEK 105,788 KfW Bankengruppe, senior note, 6.50%, 11/15/11 ........................... Germany 282,000 NZD 166,214 Korea Treasury Note, 4.75%, 6/10/09 ...................................... South Korea 100,000,000 KRW 77,643 Nota Do Tesouro Nacional, 9.762%, 1/01/10 ................................ Brazil 340(i) BRL 148,343 ---------- TOTAL FOREIGN GOVERNMENT AND AGENCY SECURITIES (COST $1,271,480) ..................................................... 1,079,857 ---------- 82 | Annual Report Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) COUNTRY/ PRINCIPAL FRANKLIN LOW DURATION TOTAL RETURN FUND ORGANIZATION AMOUNT(b) VALUE -------------------------------------------------------------------------- ------------- ----------- ----------- U.S. GOVERNMENT AND AGENCY SECURITIES 41.3% FHLB, 4.625%, 11/21/08 ...................................................... United States 250,000 $ 250,270 4.875%, 5/14/10 ....................................................... United States 500,000 512,088 3.50%, 7/16/10 ........................................................ United States 1,000,000 1,004,429 5.75%, 5/15/12 ........................................................ United States 600,000 630,664 FHLMC, 4.25%, 7/15/09 ........................................................ United States 250,000 252,668 4.875%, 2/09/10 ....................................................... United States 200,000 204,534 2.875%, 4/30/10 ....................................................... United States 500,000 497,764 2.375%, 5/28/10 ....................................................... United States 700,000 692,805 2.875%, 6/28/10 ....................................................... United States 1,000,000 997,474 4.125%, 7/12/10 ....................................................... United States 400,000 407,207 5.125%, 8/23/10 ....................................................... United States 600,000 622,253 3.50%, 5/29/13 ........................................................ United States 1,200,000 1,168,058 FNMA, 7.25%, 1/15/10 ........................................................ United States 500,000 524,190 7.125%, 6/15/10 ....................................................... United States 200,000 212,585 3.00%, 7/12/10 ........................................................ United States 1,000,000 998,656 4.25%, 8/15/10 ........................................................ United States 750,000 765,419 4.375%, 9/13/10 ....................................................... United States 300,000 307,172 2.875%, 10/12/10 ...................................................... United States 3,600,000 3,590,863 6.625%, 11/15/10 ...................................................... United States 800,000 856,706 5.00%, 10/15/11 ....................................................... United States 50,000 52,194 ----------- TOTAL U.S. GOVERNMENT AND AGENCY SECURITIES (COST $14,491,048) .................................................... 14,547,999 ----------- SHORT TERM INVESTMENTS 8.7% U.S. GOVERNMENT AND AGENCY SECURITIES 3.0% FHLB, 1, 4.20%, 2/17/09 .................................................. United States 1,000,000 1,000,057 (j,k) U.S. Treasury Bill, 11/28/08 ............................................. United States 50,000 49,996 ----------- TOTAL U.S. GOVERNMENT AND AGENCY SECURITIES (COST $1,049,970) 1,050,053 ----------- TOTAL INVESTMENTS BEFORE MONEY MARKET FUNDS (COST $33,699,764) .................................................... 32,435,196 ----------- SHARES ----------- MONEY MARKET FUNDS (COST $2,012,983) 5.7% (l) Franklin Institutional Fiduciary Trust Money Market Portfolio, 1.56% ..... United States 2,012,983 2,012,983 ----------- TOTAL INVESTMENTS (COST $35,712,747) 97.7% ............................... 34,448,179 NET UNREALIZED APPRECIATION ON FORWARD EXCHANGE CONTRACTS 0.8% ........... 267,431 OTHER ASSETS, LESS LIABILITIES 1.5% ...................................... 540,551 ----------- NET ASSETS 100.0% ........................................................ $35,256,161 =========== Annual Report | 83 Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) FRANKLIN LOW DURATION TOTAL RETURN FUND See Currency and Selected Portfolio Abbreviations on page 105. (a) Rounds to less than 0.1% of net assets. (b) The principal amount is stated in U.S. dollars unless otherwise indicated. (c) Perpetual securities with no stated maturity date. (d) The coupon rate shown represents the rate at period end. (e) See Note 10 regarding defaulted securities. (f) Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and may be sold in transactions exempt from registration only to qualified institutional buyers or in a public offering registered under the Securities Act of 1933. This security has been deemed liquid under guidelines approved by the Trust's Board of Trustees. At October 31, 2008, the value of this security was $31,992, representing 0.09% of net assets. (g) A supranational organization is an entity formed by two or more central governments through international treaties. (h) The principal amount is stated in original face, and scheduled paydowns are reflected in the market price on ex-date. (i) Principal amount is stated in 1,000 Brazilian Real units. (j) The security is traded on a discount basis with no stated coupon rate. (k) Security has been segregated as collateral for open future contracts. At October 31, 2008, the value of security pledged amounted to $49,996. (l) See Note 7 regarding investments in the Franklin Institutional Fiduciary Trust Money Market Portfolio. The rate shown is the annualized seven-day yield at period end. The accompanying notes are an integral part of these financial statements. 84 | Annual Report Franklin Investors Securities Trust FINANCIAL HIGHLIGHTS FRANKLIN TOTAL RETURN FUND YEAR ENDED OCTOBER 31, ------------------------------------------------------------ CLASS A 2008 2007 2006 2005 2004 - ------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ....................... $ 9.92 $ 9.95 $ 9.91 $ 10.22 $ 10.06 -------- -------- -------- -------- -------- Income from investment operations(a): Net investment income ................................. 0.449 0.469 0.439 0.410 0.415 Net realized and unrealized gains (losses) ............ (1.289) (0.010) 0.096 (0.280) 0.226 -------- -------- -------- -------- -------- Total from investment operations ......................... (0.840) 0.459 0.535 0.130 0.641 -------- -------- -------- -------- -------- Less distributions from net investment income ............ (0.480) (0.489) (0.495) (0.440) (0.481) -------- -------- -------- -------- -------- Redemption fees(b,c) ..................................... -- -- -- -- -- -------- -------- -------- -------- -------- Net asset value, end of year ............................. $ 8.60 $ 9.92 $ 9.95 $ 9.91 $ 10.22 ======== ======== ======== ======== ======== Total return(d) .......................................... (8.79)% 4.62% 5.56% 1.27% 6.63% RATIOS TO AVERAGE NET ASSETS Expenses before waiver and payments by affiliates ........ 1.01% 1.03% 1.03% 1.04% 1.04% Expenses net of waiver and payments by affiliates ........ 0.85%(e) 0.85%(e) 0.85%(e) 0.85%(e) 0.80% Net investment income .................................... 4.68% 4.69% 4.39% 3.88% 3.90% SUPPLEMENTAL DATA Net assets, end of year (000's) .......................... $780,551 $683,736 $406,242 $291,473 $208,943 Portfolio turnover rate .................................. 300.07% 313.08% 251.50% 58.81% 100.05% Portfolio turnover rate excluding mortgage dollar rolls(f) .............................................. 68.00% 92.51% 89.19% 51.26% 45.85% (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) Amount rounds to less than $0.001 per share. (c) Effective September 1, 2008, the redemption fee was eliminated. (d) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. (e) Benefit of expense reduction rounds to less than 0.01%. (f) See Note 1(i) regarding mortgage dollar rolls. The accompanying notes are an integral part of these financial statements. Annual Report | 85 Franklin Investors Securities Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN TOTAL RETURN FUND YEAR ENDED OCTOBER 31, ------------------------------------------------------- CLASS B 2008 2007 2006 2005 2004 - ---------------------------------------------------------------------- ------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ................................... $ 9.92 $ 9.94 $ 9.91 $ 10.22 $ 10.05 ------- ------- ------- ------- ------- Income from investment operations(a): Net investment income ............................................. 0.412 0.422 0.392 0.356 0.366 Net realized and unrealized gains (losses) ........................ (1.291) 0.007 0.094 (0.266) 0.245 ------- ------- ------- ------- ------- Total from investment operations ..................................... (0.879) 0.429 0.486 0.090 0.611 ------- ------- ------- ------- ------- Less distributions from net investment income ........................ (0.441) (0.449) (0.456) (0.400) (0.441) ------- ------- ------- ------- ------- Redemption fees(b,c) ................................................. -- -- -- -- -- ------- ------- ------- ------- ------- Net asset value, end of year ......................................... $ 8.60 $ 9.92 $ 9.94 $ 9.91 $ 10.22 ======= ======= ======= ======= ======= Total return(d) ...................................................... (9.15)% 4.31% 5.04% 0.87% 6.21% RATIOS TO AVERAGE NET ASSETS Expenses before waiver and payments by affiliates .................... 1.41% 1.43% 1.43% 1.44% 1.44% Expenses net of waiver and payments by affiliates .................... 1.25%(e) 1.25%(e) 1.25%(e) 1.25%(e) 1.20% Net investment income ................................................ 4.28% 4.29% 3.99% 3.48% 3.50% SUPPLEMENTAL DATA Net assets, end of year (000's) ...................................... $19,176 $20,422 $21,028 $21,366 $19,387 Portfolio turnover rate .............................................. 300.07% 313.08% 251.50% 58.81% 100.05% Portfolio turnover rate excluding mortgage dollar rolls(f) ........... 68.00% 92.51% 89.19% 51.26% 45.85% (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) Amount rounds to less than $0.001 per share. (c) Effective September 1, 2008, the redemption fee was eliminated. (d) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. (e) Benefit of expense reduction rounds to less than 0.01%. (f) See Note 1(i) regarding mortgage dollar rolls. The accompanying notes are an integral part of these financial statements. 86 | Annual Report Franklin Investors Securities Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN TOTAL RETURN FUND YEAR ENDED OCTOBER 31, -------------------------------------------------------- CLASS C 2008 2007 2006 2005 2004 - ---------------------------------------------------------------------- -------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ................................... $ 9.91 $ 9.94 $ 9.91 $ 10.22 $ 10.05 -------- ------- ------- ------- ------- Income from investment operations(a): Net investment income ............................................. 0.406 0.424 0.395 0.364 0.363 Net realized and unrealized gains (losses) ........................ (1.275) (0.005) 0.089 (0.275) 0.247 -------- ------- ------- ------- ------- Total from investment operations ..................................... (0.869) 0.419 0.484 0.089 0.610 -------- ------- ------- ------- ------- Less distributions from net investment income ........................ (0.441) (0.449) (0.454) (0.399) (0.440) -------- ------- ------- ------- ------- Redemption fees(b,c) ................................................. -- -- -- -- -- -------- ------- ------- ------- ------- Net asset value, end of year ......................................... $ 8.60 $ 9.91 $ 9.94 $ 9.91 $ 10.22 ======== ======= ======= ======= ======= Total return(d) ...................................................... (9.15)% 4.31% 5.03% 0.86% 6.31% RATIOS TO AVERAGE NET ASSETS Expenses before waiver and payments by affiliates .................... 1.41% 1.43% 1.43% 1.44% 1.44% Expenses net of waiver and payments by affiliates .................... 1.25%(e) 1.25%(e) 1.25%(e) 1.25%(e) 1.20% Net investment income ................................................ 4.28% 4.29% 3.99% 3.48% 3.50% SUPPLEMENTAL DATA Net assets, end of year (000's) ...................................... $103,564 $84,457 $46,110 $34,751 $22,202 Portfolio turnover rate .............................................. 300.07% 313.08% 251.50% 58.81% 100.05% Portfolio turnover rate excluding mortgage dollar rolls(f) ........... 68.00% 92.51% 89.19% 51.26% 45.85% (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) Amount rounds to less than $0.001 per share. (c) Effective September 1, 2008, the redemption fee was eliminated. (d) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. (e) Benefit of expense reduction rounds to less than 0.01%. (f) See Note 1(i) regarding mortgage dollar rolls. The accompanying notes are an integral part of these financial statements. Annual Report | 87 Franklin Investors Securities Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN TOTAL RETURN FUND YEAR ENDED OCTOBER 31, ------------------------------------------------------- CLASS R 2008 2007 2006 2005 2004 - ---------------------------------------------------------------------- ------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ................................... $ 9.92 $ 9.94 $ 9.91 $ 10.22 $ 10.05 ------- ------- ------- ------- ------- Income from investment operations(a): Net investment income ............................................. 0.422 0.439 0.407 0.389 0.376 Net realized and unrealized gains (losses) ........................ (1.286) 0.005 0.093 (0.284) 0.250 ------- ------- ------- ------- ------- Total from investment operations ..................................... (0.864) 0.444 0.500 0.105 0.626 ------- ------- ------- ------- ------- Less distributions from net investment income ........................ (0.456) (0.464) (0.470) (0.415) (0.456) ------- ------- ------- ------- ------- Redemption fees(b,c) ................................................. -- -- -- -- -- ------- ------- ------- ------- ------- Net asset value, end of year ......................................... $ 8.60 $ 9.92 $ 9.94 $ 9.91 $ 10.22 ======= ======= ======= ======= ======= Total return(d) ...................................................... (9.01)% 4.47% 5.20% 1.01% 6.37% RATIOS TO AVERAGE NET ASSETS Expenses before waiver and payments by affiliates .................... 1.26% 1.28% 1.28% 1.29% 1.29% Expenses net of waiver and payments by affiliates .................... 1.10%(e) 1.10%(e) 1.10%(e) 1.10%(e) 1.05% Net investment income ................................................ 4.43% 4.44% 4.14% 3.63% 3.65% SUPPLEMENTAL DATA Net assets, end of year (000's) ...................................... $68,775 $57,935 $30,219 $21,647 $ 9,083 Portfolio turnover rate .............................................. 300.07% 313.08% 251.50% 58.81% 100.05% Portfolio turnover rate excluding mortgage dollar rolls(f) ........... 68.00% 92.51% 89.19% 51.26% 45.85% (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) Amount rounds to less than $0.001 per share. (c) Effective September 1, 2008, the redemption fee was eliminated. (d) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable. (e) Benefit of expense reduction rounds to less than 0.01%. (f) See Note 1(i) regarding mortgage dollar rolls. The accompanying notes are an integral part of these financial statements. 88 | Annual Report Franklin Investors Securities Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN TOTAL RETURN FUND YEAR ENDED OCTOBER 31, ------------------------------------------------------------ ADVISOR CLASS 2008 2007 2006 2005 2004 - ---------------------------------------------------------------------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year ................................... $ 9.93 $ 9.96 $ 9.92 $ 10.24 $ 10.07 -------- -------- -------- -------- -------- Income from investment operations(a): Net investment income ............................................. 0.479 0.497 0.470 0.436 0.426 Net realized and unrealized gains (losses) ........................ (1.295) (0.012) 0.090 (0.289) 0.251 -------- -------- -------- -------- -------- Total from investment operations ..................................... (0.816) 0.485 0.560 0.147 0.677 -------- -------- -------- -------- -------- Less distributions from net investment income ........................ (0.504) (0.515) (0.520) (0.467) (0.507) -------- -------- -------- -------- -------- Redemption fees(b,c) ................................................. -- -- -- -- -- -------- -------- -------- -------- -------- Net asset value, end of year ......................................... $ 8.61 $ 9.93 $ 9.96 $ 9.92 $ 10.24 ======== ======== ======== ======== ======== Total return ......................................................... (8.64)% 4.99% 5.82% 1.43% 7.00% RATIOS TO AVERAGE NET ASSETS Expenses before waiver and payments by affiliates .................... 0.76% 0.78% 0.78% 0.79% 0.79% Expenses net of waiver and payments by affiliates .................... 0.60%(d) 0.60%(d) 0.60%(d) 0.60%(d) 0.55% Net investment income ................................................ 4.93% 4.94% 4.64% 4.13% 4.15% SUPPLEMENTAL DATA Net assets, end of year (000's) ...................................... $345,256 $280,776 $222,992 $178,792 $146,053 Portfolio turnover rate .............................................. 300.07% 313.08% 251.50% 58.81% 100.05% Portfolio turnover rate excluding mortgage dollar rolls(e) ........... 68.00% 92.51% 89.19% 51.26% 45.85% (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) Amount rounds to less than $0.001 per share. (c) Effective September 1, 2008, the redemption fee was eliminated. (d) Benefit of expense reduction rounds to less than 0.01%. (e) See Note 1(i) regarding mortgage dollar rolls. The accompanying notes are an integral part of these financial statements. Annual Report | 89 Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 COUNTRY/ FRANKLIN TOTAL RETURN FUND ORGANIZATION SHARES VALUE -------------------------- ---------------- -------------- -------------- CONVERTIBLE PREFERRED STOCKS 0.1% AUTOMOBILES & COMPONENTS 0.0%(a) General Motors Corp., 6.25%, cvt. pfd ....................... United States 43,500 $ 276,225 -------------- DIVERSIFIED FINANCIALS 0.1% CIT Group Inc., 7.75%, cvt. pfd., Z ......................... United States 57,500 330,625 -------------- TOTAL CONVERTIBLE PREFERRED STOCKS (COST $2,438,391) ........ 606,850 -------------- PRINCIPAL AMOUNT(b) VALUE -------------- -------------- CORPORATE BONDS 29.4% AUTOMOBILES & COMPONENTS 0.2% Ford Motor Credit Co. LLC, 7.875%, 6/15/10 .......................................... United States 1,950,000 1,310,850 senior note, 9.875%, 8/10/11 ............................. United States 1,500,000 946,053 -------------- 2,256,903 -------------- BANKS 2.1% (c, d) BNP Paribas, 144A, 7.195%, Perpetual ........................ France 3,500,000 2,235,443 Citigroup Capital XXI, pfd., junior sub. bond, 8.30%, 12/21/77 ................................................. United States 4,000,000 2,746,280 Compass Bank, 6.40%, 10/01/17 ............................... United States 3,700,000 3,034,496 (e) Fifth Third Capital Trust IV, junior sub. note, FRN, 6.50%, 4/15/67 .................................................. United States 3,000,000 1,331,250 HSBC Holdings PLC, sub. note, 6.50%, 9/15/37 ................ United Kingdom 3,000,000 2,366,832 (d) ICICI Bank Ltd., 144A, 6.625%, 10/03/12 ................................... India 1,825,000 1,232,240 (e) sub. bond, 144A, FRN, 6.375%, 4/30/22 .................... India 2,400,000 1,097,856 (d) Standard Chartered Bank, 144A, 8.00%, 5/30/31 ............... United Kingdom 1,000,000 672,542 Svensk Exportkredit AB, senior note, 7.625%, 6/30/14 ........ Sweden 410,000 NZD 249,516 UBS AG Stamford, senior note, 5.875%, 12/20/17 .............. United States 4,000,000 3,200,164 (c) Wachovia Capital Trust III, junior sub. bond, 5.80%, Perpetual ................................................ United States 4,000,000 2,140,992 (c) Wells Fargo Capital XIII, pfd., 7.70%, Perpetual ............ United States 2,000,000 1,637,082 (c) Wells Fargo Capital XV, 9.75%, Perpetual .................... United States 5,500,000 5,340,065 -------------- 27,284,758 -------------- CAPITAL GOODS 0.1% Hubbell Inc., 6.375%, 5/15/12 ............................... United States 1,000,000 1,036,377 RBS Global & Rexnord Corp., senior note, 9.50%, 8/01/14 ..... United States 1,250,000 868,750 -------------- 1,905,127 -------------- COMMERCIAL & PROFESSIONAL SERVICES 0.1% ARAMARK Corp., senior note, 8.50%, 2/01/15 .................. United States 800,000 688,000 Waste Management Inc., senior note, 6.50%, 11/15/08 ......... United States 500,000 500,425 -------------- 1,188,425 -------------- CONSUMER DURABLES & APPAREL 0.9% Centex Corp., senior note, 7.875%, 2/01/11 .................. United States 10,000,000 8,400,000 Jarden Corp., senior sub. note, 7.50%, 5/01/17 .............. United States 1,350,000 1,012,500 KB Home, senior note, 6.25%, 6/15/15 ........................................... United States 100,000 67,000 7.25%, 6/15/18 ........................................... United States 700,000 465,500 90 | Annual Report Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) COUNTRY/ PRINCIPAL FRANKLIN TOTAL RETURN FUND ORGANIZATION AMOUNT(b) VALUE -------------------------- ---------------- -------------- -------------- CORPORATE BONDS (CONTINUED) CONSUMER DURABLES & APPAREL (CONTINUED) Pulte Homes Inc., senior note, 7.875%, 8/01/11 .............. United States 3,000,000 $ 2,557,500 -------------- 12,502,500 -------------- CONSUMER SERVICES 0.1% Host Hotels & Resorts LP, senior note, 6.875%, 11/01/14 ......................................... United States 950,000 712,500 K, 7.125%, 11/01/13 ...................................... United States 250,000 197,500 MGM MIRAGE, senior note, 6.625%, 7/15/15 .......................................... United States 900,000 531,000 7.50%, 6/01/16 ........................................... United States 200,000 119,000 Station Casinos Inc., senior note, 7.75%, 8/15/16 ........... United States 800,000 272,000 -------------- 1,832,000 -------------- DIVERSIFIED FINANCIALS 6.8% American Express Co., senior note, 7.00%, 3/19/18 ........... United States 4,300,000 3,319,682 (c) Bank of America Corp., pfd., sub. bond, M, 8.125%, Perpetual ................................................ United States 10,000,000 7,761,800 Bear Stearns & Co. Inc., B, 4.55%, 6/23/10 .................. United States 1,000,000 978,220 Capmark Financial Group Inc., senior note, 6.30%, 5/10/17 ... United States 1,200,000 266,490 Charles Schwab Corp., senior note, 8.05%, 3/01/10 ........... United States 750,000 769,175 Deutsche Bank AG, 4.875%, 5/20/13 ........................... Germany 6,100,000 5,730,694 General Electric Capital Corp., (e) FRN, 4.519%, 10/21/10 ....................................... United States 1,500,000 1,367,565 senior note, 5.00%, 1/08/16 .............................. United States 2,000,000 1,610,082 senior note, A, 8.50%, 4/06/18 ........................... United States 245,000,000 MXN 14,602,451 GMAC LLC, 6.875%, 9/15/11 .................................................. United States 400,000 234,483 8/28/12 .................................................. United States 3,050,000 1,671,113 The Goldman Sachs Group Inc., 5.125%, 1/15/15 .......................................... United States 1,000,000 830,837 senior note, 5.70%, 9/01/12 .............................. United States 5,000,000 4,495,515 sub. note, 6.75%, 10/01/37 ............................... United States 2,700,000 1,759,339 (c) JPMorgan Chase & Co., junior sub. note, 1, 7.90%, Perpetual ................................................ United States 4,500,000 3,656,367 JPMorgan Chase Capital XXII, sub. bond, 6.45%, 2/02/37 ...... United States 4,000,000 2,792,980 Lazard Group, senior note, 6.85%, 6/15/17 ................... United States 4,850,000 3,490,438 (f) Lehman Brothers Holdings Inc., senior note, 6.875%, ......... United States 6,000,000 810,000 5/02/18 Merrill Lynch & Co. Inc., 6.875%, 4/25/18 ................... United States 7,100,000 6,320,867 Morgan Stanley, senior note, 6.00%, 4/28/15 ................. United States 1,500,000 1,220,963 (e) NiSource Finance Corp., senior note, FRN, 3.381%, 11/23/09... United States 8,310,000 7,564,701 Textron Financial Corp., 5.125%, 11/01/10 ................... United States 16,750,000 15,473,549 (d) WEA Finance/WCI Finance, senior note, 144A, 5.70%, 10/01/16 ................................................. Australia 3,000,000 2,232,210 -------------- 88,959,521 -------------- ENERGY 2.3% Baker Hughes Inc., senior note, 7.50%, 11/15/18 ............. United States 7,200,000 7,102,419 Canadian Natural Resources Ltd., 5.90%, 2/01/18 ............. Canada 5,000,000 4,186,800 Chesapeake Energy Corp., senior note, 6.625%, 1/15/16 .......................................... United States 2,050,000 1,611,813 6.25%, 1/15/18 ........................................... United States 450,000 321,750 Annual Report | 91 Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) COUNTRY/ PRINCIPAL FRANKLIN TOTAL RETURN FUND ORGANIZATION AMOUNT(b) VALUE -------------------------- ---------------- -------------- -------------- CORPORATE BONDS (CONTINUED) ENERGY (CONTINUED) Compagnie Generale de Geophysique-Veritas, senior note, 7.50%, 5/15/15 ........................................... France 200,000 $ 135,000 7.75%, 5/15/17 ........................................... France 400,000 270,000 (d) Gaz Capital SA, 144A, 6.212%, 11/22/16 ...................... Luxembourg 2,800,000 1,750,000 Hess Corp., 7.125%, 3/15/33 ................................. United States 500,000 387,756 (d) KazMunaiGaz Finance Sub BV, 144A, 8.375%, 7/02/13 ........... Kazakhstan 3,500,000 2,362,500 (d) LUKOIL International Finance BV, 144A, 6.656%, 6/07/22 ...... Russia 2,000,000 1,005,000 (d) Petroleum Export Cayman, senior note, 144A, 5.265%, 6/15/11 .................................................. Egypt 651,888 651,610 (d) Petroplus Finance Ltd., senior note, 144A, 6.75%, 5/01/14 .................................................. Switzerland 1,100,000 742,500 Valero Energy Corp., 6.125%, 6/15/17 ........................ United States 4,400,000 3,631,276 Weatherford International Ltd., 7.00%, 3/15/38 .............. United States 3,400,000 2,497,803 The Williams Cos. Inc., senior note, 7.625%, 7/15/19 .......................................... United States 200,000 165,280 7.875%, 9/01/21 .......................................... United States 400,000 330,613 8.75%, 3/15/32 ........................................... United States 400,000 326,707 XTO Energy Inc., senior note, 5.90%, 8/01/12 ................ United States 3,600,000 3,346,535 -------------- 30,825,362 -------------- FOOD & STAPLES RETAILING 0.5% CVS Caremark Corp., senior note, 5.75%, 6/01/17 ............. United States 1,200,000 970,625 The Kroger Co., 6.15%, 1/15/20 .............................. United States 2,500,000 2,057,855 (d) Tesco PLC, 144A, 6.15%, 11/15/37 ............................ United Kingdom 4,900,000 3,252,977 -------------- 6,281,457 -------------- FOOD, BEVERAGE & TOBACCO 1.9% Bunge Ltd. Finance Corp., senior note, 5.875%, 5/15/13 .......................................... United States 2,000,000 1,685,912 5.10%, 7/15/15 ........................................... United States 680,000 491,787 (d) Cargill Inc., 144A, 6.00%, 11/27/17 ......................... United States 6,000,000 4,837,944 Kellogg Co., 4.25%, 3/06/13 ................................. United States 6,500,000 6,015,848 (d) Miller Brewing Co., 144A, 5.50%, 8/15/13 .................... United States 1,000,000 958,391 Philip Morris International Inc., 5.65%, 5/16/18 ............ United States 10,000,000 8,575,620 Reynolds American Inc., senior secured note, 7.625%, 6/01/16 .................................................. United States 1,000,000 822,291 (d) SABMiller PLC, 144A, 6.50%, 7/01/16 ......................... South Africa 2,200,000 2,004,708 -------------- 25,392,501 -------------- HEALTH CARE EQUIPMENT & SERVICES 1.0% Coventry Health Care Inc., senior note, 6.30%, 8/15/14 ...... United States 4,750,000 3,344,390 DaVita Inc., senior sub. note, 7.25%, 3/15/15 ............... United States 800,000 688,000 Medco Health Solutions Inc., 7.125%, 3/15/18 ................ United States 4,500,000 3,776,143 Quest Diagnostics Inc., 6.95%, 7/01/37 ...................... United States 4,000,000 2,869,292 Tenet Healthcare Corp., senior note, 9.875%, 7/01/14 ........ United States 1,600,000 1,316,000 UnitedHealth Group Inc. 6.50%, 6/15/37 ...................... United States 2,300,000 1,555,646 -------------- 13,549,471 -------------- INSURANCE 0.7% (d, e) American International Group Inc., junior sub. deb., 144A, FRN, 8.175%, 5/15/58 ............................... United States 3,000,000 479,319 (e) Genworth Financial Inc., junior sub. note, FRN, 6.15%, 11/15/66 ................................................. United States 3,300,000 772,887 92 | Annual Report Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) COUNTRY/ PRINCIPAL FRANKLIN TOTAL RETURN FUND ORGANIZATION AMOUNT(b) VALUE -------------------------- ---------------- -------------- -------------- CORPORATE BONDS (CONTINUED) INSURANCE (CONTINUED) (e) Lincoln National Corp., junior sub. deb., FRN, 6.05%, 4/20/67 .................................................. United States 3,800,000 $ 1,750,295 (d) Metropolitan Life Global Funding I, senior secured note, 144A, 5.125%, 4/10/13 .................................... United States 3,500,000 3,132,899 (e) MetLife Inc., junior sub. note, FRN, 6.40%, 12/15/66 ........ United States 4,000,000 1,991,440 (d) Nationwide Mutual Insurance Co., 144A, 8.25%, 12/01/31 ...... United States 1,200,000 672,276 -------------- 8,799,116 -------------- MATERIALS 2.3% Crown European Holdings SA, senior secured note, 6.25%, 9/01/11 .................................................. France 10,000,000 EUR 10,771,638 Freeport-McMoRan Copper & Gold Inc., senior note, 8.25%, 4/01/15 ........................................... United States 1,000,000 800,926 8.375%, 4/01/17 .......................................... United States 900,000 707,477 Huntsman International LLC, senior sub. note, 7.875%, 11/15/14 ................................................. United States 800,000 716,000 (d) Ineos Group Holdings PLC, senior secured note, 144A, 8.50%, 2/15/16 .................................................. United Kingdom 1,100,000 412,500 Novelis Inc., senior note, 7.25%, 2/15/15 ................... Canada 700,000 472,500 Owens-Brockway Glass Container Inc., senior note, 6.75%, 12/01/14 ................................................. United States 700,000 609,000 Rio Tinto Finance USA Ltd., 5.875%, 7/15/13 ................. Australia 8,500,000 7,263,080 RPM International Inc., 6.25%, 12/15/13 .......................................... United States 1,000,000 1,010,468 6.50%, 2/15/18 ........................................... United States 5,000,000 4,253,300 (d) RPM U.K. G.P., 144A, 6.70%, 11/01/15 ........................ United States 1,000,000 909,253 Weyerhaeuser Co., 6.75%, 3/15/12 ............................ United States 1,000,000 861,764 (d) Yara International ASA, 144A, 5.25%, 12/15/14 ............... Norway 1,000,000 839,806 -------------- 29,627,712 -------------- MEDIA 5.1% (d) British Sky Broadcasting Group PLC, senior note, 144A, 6.10%, 2/15/18 .................................................. United Kingdom 5,000,000 4,227,930 CCH I LLC, senior secured note, 11.00%, 10/01/15 ............ United States 250,000 113,750 CCH II LLC, senior note, 10.25%, 9/15/10 .................... United States 625,000 437,500 Comcast Corp., senior note, 5.50%, 3/15/11 ........................................... United States 7,000,000 6,689,403 6.30%, 11/15/17 .......................................... United States 5,000,000 4,332,840 Dex Media West Finance, senior sub. note, 9.875%, 8/15/13 ... United States 100,000 37,750 The Interpublic Group of Cos. Inc., senior note, 5.40%, 11/15/09 .......................................... United States 9,800,000 9,016,000 7.25%, 8/15/11 ........................................... United States 9,500,000 7,932,500 (e) FRN, 4.804%, 11/15/10 ....................................... United States 8,500,000 6,927,500 News America Inc., senior deb., 7.25%, 5/18/18 .............. United States 2,000,000 1,729,112 R.H. Donnelley Corp., senior disc. note, A-1, 6.875%, 1/15/13 .................. United States 100,000 23,500 senior disc. note, A-2, 6.875%, 1/15/13 .................. United States 400,000 94,000 senior note, A-3, 8.875%, 1/15/16 ........................ United States 800,000 172,000 Time Warner Cable Inc., senior note, 6.75%, 7/01/18 ......... United States 8,500,000 7,310,850 Annual Report | 93 Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) COUNTRY/ PRINCIPAL FRANKLIN TOTAL RETURN FUND ORGANIZATION AMOUNT(b) VALUE -------------------------- ---------------- -------------- -------------- CORPORATE BONDS (CONTINUED) MEDIA (CONTINUED) Viacom Inc., senior note, 5.75%, 4/30/11 ........................................... United States 16,000,000 $ 14,324,896 6.25%, 4/30/16 ........................................... United States 2,000,000 1,616,564 6.125%, 10/05/17 ......................................... United States 2,500,000 1,944,115 -------------- 66,930,210 -------------- PHARMACEUTICALS, BIOTECHNOLOGY & LIFE SCIENCES 0.6% Abbott Laboratories, 6.15%, 11/30/37 ........................ United States 1,600,000 1,374,943 Amgen Inc., senior note, 5.85%, 6/01/17 ..................... United States 4,200,000 3,736,782 Schering-Plough Corp., senior note, 6.00%, 9/15/17 .......... United States 3,700,000 3,259,511 -------------- 8,371,236 -------------- REAL ESTATE 0.5% Colonial Realty LP, 5.50%, 10/01/15 ......................... United States 2,000,000 1,622,928 ERP Operating LP, 5.75%, 6/15/17 ............................ United States 2,000,000 1,365,826 HCP Inc., senior note, 6.70%, 1/30/18 ....................... United States 5,000,000 3,531,120 -------------- 6,519,874 -------------- RETAILING 0.5% Target Corp., 6.00%, 1/15/18 ........................................... United States 5,000,000 4,144,225 6.50%, 10/15/37 .......................................... United States 2,800,000 2,016,420 -------------- 6,160,645 -------------- SOFTWARE & SERVICES 0.3% Fiserv Inc., senior note, 6.125%, 11/20/12 .................. United States 2,500,000 2,204,133 SunGard Data Systems Inc., senior note, 9.125%, 8/15/13 ............................. United States 1,200,000 1,002,000 senior sub. note, 10.25%, 8/15/15 ........................ United States 650,000 458,250 -------------- 3,664,383 -------------- TELECOMMUNICATION SERVICES 1.8% AT&T Inc., 4.95%, 1/15/13 ........................................... United States 5,000,000 4,635,335 (e) FRN, 3.014%, 11/14/08 .................................... United States 1,000,000 999,931 Embarq Corp., senior note, 7.082%, 6/01/16 .................. United States 2,500,000 1,927,610 (d) Hutchison Whampoa International Ltd., senior note, 144A, 6.25%, 1/24/14 ........................................... Hong Kong 1,000,000 825,359 7.45%, 11/24/33 .......................................... Hong Kong 1,000,000 625,920 Sprint Capital Corp., senior note, 8.375%, 3/15/12 .......... United States 4,256,000 3,428,421 Telecom Italia Capital, senior note, 4.95%, 9/30/14 ........................................... Italy 1,500,000 1,047,300 6.999%, 6/04/18 .......................................... Italy 6,000,000 4,360,644 Verizon New York Inc., senior deb., A, 6.875%, 4/01/12 ....................................... United States 4,700,000 4,446,928 B, 7.375%, 4/01/32 ....................................... United States 1,000,000 782,142 Verizon Virginia Inc., A, 4.625%, 3/15/13 ................... United States 1,000,000 840,670 -------------- 23,920,260 -------------- 94 | Annual Report Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) COUNTRY/ PRINCIPAL FRANKLIN TOTAL RETURN FUND ORGANIZATION AMOUNT(b) VALUE -------------------------- ---------------- -------------- -------------- CORPORATE BONDS (CONTINUED) TRANSPORTATION 0.1% Union Pacific Corp., 3.625%, 6/01/10 ........................ United States 1,500,000 $ 1,472,616 -------------- UTILITIES 1.5% CenterPoint Energy Inc., senior note, 6.85%, 6/01/15 ........................................... United States 1,000,000 832,147 6.125%, 11/01/17 ......................................... United States 1,400,000 1,076,849 6.50%, 5/01/18 ........................................... United States 7,000,000 5,311,523 Consumers Energy Co., first mortgage, H, 4.80%, 2/17/09 ..... United States 1,000,000 993,839 Dominion Resources Inc., 6.40%, 6/15/18 ..................... United States 3,400,000 2,889,157 DPL Inc., senior note, 6.875%, 9/01/11 ...................... United States 500,000 477,115 (d) E.ON International Finance BV, 144A, 5.80%, 4/30/18 ......... Germany 6,000,000 5,137,134 Northeast Generation Co., senior secured note, B-1, 8.812%, 10/15/26 ................................................. United States 388,949 388,629 NRG Energy Inc., senior note, 7.25%, 2/01/14 ........................................... United States 600,000 526,500 7.375%, 2/01/16 .......................................... United States 225,000 194,625 7.375%, 1/15/17 .......................................... United States 300,000 260,250 (d) Ras Laffan Liquefied Natural Gas Co. Ltd., 144A, 3.437%, 9/15/09 .................................................. Qatar 158,400 156,441 (d) Texas Competitive Electric Holdings Co. LLC, senior note, 144A, 10.25%, 11/01/15 ................................... United States 2,450,000 1,880,375 -------------- 20,124,584 -------------- TOTAL CORPORATE BONDS (COST $490,703,597) 387,568,661 -------------- CONVERTIBLE BONDS 0.5% DIVERSIFIED FINANCIALS 0.2% Merrill Lynch & Co. Inc., cvt., senior note, zero cpn., 3/13/32 .................................................. United States 2,100,000 2,150,568 -------------- MATERIALS 0.1% Headwaters Inc., cvt., senior sub. note, 2.875%, 6/01/16 .... United States 1,700,000 1,317,500 -------------- PHARMACEUTICALS, BIOTECHNOLOGY & LIFE SCIENCES 0.1% PDL BioPharma Inc., cvt., sub. note, 2.75%, 8/16/23 ......... United States 1,900,000 1,567,500 -------------- SOFTWARE & SERVICES 0.1% (d) VeriFone Holdings Inc., cvt., senior note, 144A, 1.375%, 6/15/12 .................................................. United States 2,100,000 1,338,750 -------------- TOTAL CONVERTIBLE BONDS (COST $8,431,198) ................... 6,374,318 -------------- ASSET-BACKED SECURITIES AND COMMERCIAL MORTGAGE-BACKED SECURITIES 22.1% BANKS 9.5% Bear Stearns Commercial Mortgage Securities Inc., 2005-PW10, A4, 5.405%, 12/11/40 ..................................... United States 4,000,000 3,275,344 Citigroup/Deutsche Bank Commercial Mortgage Trust, (e) 2005-CD1, A4, FRN, 5.40%, 7/15/44 ........................ United States 15,350,000 12,523,985 (e) 2005-CD1, E, FRN, 5.40%, 7/15/44 ......................... United States 4,500,000 2,627,644 2006-CD3, A5, 5.617%, 10/15/48 ........................... United States 13,500,000 10,487,488 2007-CD4, B, 5.447%, 12/11/49 ............................ United States 4,100,000 2,104,366 2007-CD4, C, 5.476%, 12/11/49 ............................ United States 14,200,000 6,543,644 Annual Report | 95 Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) COUNTRY/ PRINCIPAL FRANKLIN TOTAL RETURN FUND ORGANIZATION AMOUNT(b) VALUE -------------------------- ---------------- -------------- -------------- ASSET-BACKED SECURITIES AND COMMERCIAL MORTGAGE-BACKED SECURITIES (CONTINUED) BANKS (CONTINUED) Countrywide Asset-Backed Certificates, 2004-7, AF4, 4.774%, 8/25/32 ............................. United States 284,936 $ 281,791 (e) 2004-9, AF4, FRN, 4.649%, 10/25/32 ....................... United States 633,290 628,646 FHLMC, 2643, OG, 5.00%, 7/15/32 ................................. United States 3,182,750 2,915,135 (e) 2942, TF, FRN, 2.838%, 3/15/35 ........................... United States 3,946,107 3,752,294 FNMA, (e) 2005-122, FN, FRN, 3.609%, 1/25/36 ....................... United States 4,872,464 4,381,715 G93-33, K, 7.00%, 9/25/23 ................................ United States 1,072,921 1,132,587 GE Capital Commercial Mortgage Corp., 2003-C1, A4, 4.819%, 1/10/38 .................................................. United States 1,578,354 1,385,664 Greenwich Capital Commercial Funding Corp., 2004-GG1, A7, 5.317%, 6/10/36 ............................ United States 11,680,000 10,061,612 2005-GG5, A5, 5.224%, 4/10/37 ............................ United States 9,250,000 7,476,844 (e) 2006-GG7, A4, FRN, 6.112%, 7/10/38 ....................... United States 21,200,000 16,966,648 2007-GG9, C, 5.554%, 3/10/39 ............................. United States 6,438,000 3,292,393 (e) GS Mortgage Securities Corp. II, 2006-GG6, A4, FRN, 5.553%, 4/10/38 ....................... United States 8,807,000 7,026,648 (d) 2007-EOP, A1, 144A, FRN, 4.135%, 3/06/20 ................. United States 2,271,784 1,919,517 2007-GG10, C, FRN, 5.993%, 8/10/45 ....................... United States 4,610,000 2,379,405 (e) HSI Asset Securitization Corp. Trust, 2006-OPT4, 2A2, FRN, 3.317%, 3/25/36 .......................................... United States 2,404,736 2,368,717 LB-UBS Commercial Mortgage Trust, 2005-C5, A4, 4.954%, 9/15/30 .................................................. United States 10,545,000 8,473,605 (e) Morgan Stanley ABS Capital I Inc. Trust, 2006-NC3, A2B, FRN, 3.327%, 3/25/36 ...................... United States 4,132,211 4,052,924 2006-WMC, 2A, FRN, 3.299%, 7/25/36 ....................... United States 349,288 347,129 Morgan Stanley Capital I Trust, (e) 2004-IQ7, A4, FRN, 5.431%, 6/15/38 ....................... United States 6,900,000 5,927,923 (d) 2007-IQ13, B, 144A, 5.517%, 3/15/44 ...................... United States 5,138,000 2,585,159 -------------- 124,918,827 -------------- DIVERSIFIED FINANCIALS 11.4% (e) Accredited Mortgage Loan Trust, 2005-4, A2B, FRN, 3.357%, 12/25/35 ................................................. United States 681,674 679,040 (e) ACE Securities Corp., 2005-HE7, A2B, FRN, 3.387%, 11/25/35 .. United States 936,251 932,621 (e) AFC Home Equity Loan Trust, 1997-4, 2A2, FRN, 3.487%, 12/22/27 ................................................. United States 202,491 130,745 (e) American Express Credit Account Master Trust, 2002-5, A, FRN, 2.658%, 2/15/12 .......................................... United States 21,300,000 20,686,042 (e) Amortizing Residential Collateral Trust, 2002-BC1, M1, FRN, 4.057%, 1/25/32 .......................................... United States 411,552 269,056 (e) Asset-Backed Securities Corp. Home Equity Loan Trust, 2005-HE4, A1, FRN, 3.367%, 5/25/35 ....................... United States 221,394 210,566 (e) Bank of America Credit Card Trust, 2007-A13, A13, FRN, 2.708%, 4/15/12 .......................................... United States 25,000,000 23,940,855 96 | Annual Report Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) COUNTRY/ PRINCIPAL FRANKLIN TOTAL RETURN FUND ORGANIZATION AMOUNT(b) VALUE -------------------------- ---------------- -------------- -------------- ASSET-BACKED SECURITIES AND COMMERCIAL MORTGAGE-BACKED SECURITIES (CONTINUED) DIVERSIFIED FINANCIALS (CONTINUED) (e) Capital One Auto Finance Trust, 2006-C, A4, FRN, 4.59%, 5/15/13 .................................................. United States 5,250,000 $ 4,078,495 (e) Chase Funding Mortgage Loan Asset-Backed Certificates, 2004-2, 2A2, FRN, 3.457%, 2/25/35 ........................ United States 2,416,130 2,036,569 (e) Chase Issuance Trust, 2005-A3, A, FRN, 2.508%, 10/17/11 ........................ United States 23,000,000 22,716,585 2007-A9, A9, FRN, 2.518%, 6/16/14 ........................ United States 16,450,000 13,687,607 (e) First Franklin Mortgage Loan Asset-Backed Certificates, 2004-FF11, 1A2, FRN, 3.557%, 1/25/35 ..................... United States 760,092 599,740 (e) Ford Credit Auto Owner Trust, 2007-B, A2B, FRN, 2.818%, 6/15/10 .................................................. United States 11,895,690 11,739,684 JPMorgan Chase Commercial Mortgage Securities Corp., (e) 2004-CB9, A4, FRN, 5.377%, 6/12/41 ....................... United States 11,324,540 9,635,655 2004-LN2, A2, 5.115%, 7/15/41 ............................ United States 697,106 579,892 (e) 2005-LDP5, A4, FRN, 5.179%, 12/15/44 ..................... United States 32,000,000 25,742,429 (d) Keystone Owner Trust, 1997-P3, M2, 144A, 7.98%, 12/25/24 .... United States 23,755 23,589 (d) Legacy Benefits Insurance Settlements LLC, 2004-1, A, 144A, 5.35%, 2/10/39 ........................................... United States 2,133,021 1,996,207 (e) MBNA Credit Card Master Note Trust, 2005-A4, A4, FRN, 4.628% 11/15/12 ................................................. United States 1,850,000 1,716,720 Residential Asset Securities Corp., 2001-KS2, AI5, 7.014%, 6/25/31 ........................... United States 8,866 7,959 2004-KS1, AI4, 4.213%, 4/25/32 ........................... United States 723,190 689,736 (e) 2005-AHL2, A2, FRN, 3.467%, 10/25/35 ..................... United States 1,790,056 1,649,281 (e) Securitized Asset-Backed Receivables LLC Trust, 2006-FR2, A2, FRN, 3.357%, 3/25/36 ................................. United States 6,082,702 5,720,392 Structured Asset Securities Corp., (e) 2002-1A, 2A1, FRN, 5.263%, 2/25/32 ....................... United States 66,804 56,317 2004-4XS, 1A4, 4.13%, 2/25/34 ............................ United States 181,839 181,983 -------------- 149,707,765 -------------- REAL ESTATE 1.2% (e) Master Asset-Backed Securities Trust, 2006-AB1, A1, FRN, 3.347%, 2/25/36 .......................................... United States 152,036 150,403 (e) Ownit Mortgage Loan Asset-Backed Certificates, 2006-6, A2B, FRN, 3.317%, 9/25/37 ..................................... United States 18,230,360 16,476,111 -------------- 16,626,514 -------------- TOTAL ASSET-BACKED SECURITIES AND COMMERCIAL MORTGAGE-BACKED SECURITIES (COST $ 343,737,935) .......... 291,253,106 -------------- MORTGAGE-BACKED SECURITIES 51.2% (e) FEDERAL HOME LOAN MORTGAGE CORP. (FHLMC) ADJUSTABLE RATE 0.6% FHLMC, 3.948%, 11/01/27 ..................................... United States 6,088,636 6,165,700 FHLMC, 5.136%, 9/01/32 ...................................... United States 417,917 417,437 FHLMC, 5.408%, 4/01/32 ...................................... United States 981,348 996,524 FHLMC, 5.472%, 4/01/30 ...................................... United States 502,590 516,852 Annual Report | 97 Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) COUNTRY/ PRINCIPAL FRANKLIN TOTAL RETURN FUND ORGANIZATION AMOUNT(b) VALUE -------------------------- ---------------- -------------- -------------- MORTGAGE-BACKED SECURITIES (CONTINUED) (e) FEDERAL HOME LOAN MORTGAGE CORP. (FHLMC) ADJUSTABLE RATE (CONTINUED) FHLMC, 5.961%, 10/01/36 ..................................... United States 141,289 $ 143,103 FHLMC, 7.275%, 3/01/25 ...................................... United States 142,110 149,225 -------------- 8,388,841 -------------- FEDERAL HOME LOAN MORTGAGE CORP. (FHLMC) FIXED RATE 24.7% FHLMC Gold 15 Year, 5.00%, 10/01/17 - 9/01/18 ............... United States 675,461 665,614 FHLMC Gold 15 Year, 5.00%, 7/01/23 .......................... United States 14,846,163 14,506,125 FHLMC Gold 15 Year, 5.50%, 11/01/22 ......................... United States 4,092,307 4,077,702 FHLMC Gold 15 Year, 6.00%, 2/01/17 - 9/01/22 ................ United States 7,695,120 7,747,648 FHLMC Gold 30 Year, 5.00%, 8/01/33 - 5/01/34 ................ United States 2,575,190 2,442,949 (g) FHLMC Gold 30 Year, 5.00%, 11/15/37 ......................... United States 39,300,000 37,193,756 FHLMC Gold 30 Year, 5.00%, 1/01/38 .......................... United States 25,000,001 23,671,615 FHLMC Gold 30 Year, 5.00%, 8/01/38 .......................... United States 15,000,000 14,202,969 (h) FHLMC Gold 30 Year, 5.50%, 1/01/35 - 12/01/37 ............... United States 20,101,029 19,617,495 FHLMC Gold 30 Year, 5.50%, 11/01/37 ......................... United States 24,027,326 23,448,918 FHLMC Gold 30 Year, 5.50%, 9/01/38 .......................... United States 20,000,000 19,518,542 FHLMC Gold 30 Year, 6.00%, 5/01/33 - 8/01/34 ................ United States 2,875,792 2,878,780 FHLMC Gold 30 Year, 6.00%, 10/01/37 ......................... United States 19,847,977 19,827,509 FHLMC Gold 30 Year, 6.00%, 1/01/38 .......................... United States 24,844,232 24,818,611 FHLMC Gold 30 Year, 6.00%, 4/01/38 .......................... United States 44,046,760 44,001,336 FHLMC Gold 30 Year, 6.00%, 7/01/38 .......................... United States 14,978,643 14,963,197 FHLMC Gold 30 Year, 6.50%, 4/01/28 - 1/01/35 ................ United States 905,892 923,951 (g) FHLMC Gold 30 Year, 6.50%, 11/01/31 ......................... United States 49,000,000 49,666,106 FHLMC Gold 30 Year, 7.00%, 4/01/26 - 7/01/32 ................ United States 556,722 572,510 FHLMC Gold 30 Year, 7.50%, 3/01/32 .......................... United States 81,587 86,256 FHLMC Gold 30 Year, 8.50%, 8/01/30 .......................... United States 9,542 10,251 FHLMC Gold 30 Year, 9.00%, 1/01/22 .......................... United States 114,890 123,073 FHLMC Gold 30 Year, 10.00%, 10/01/30 ........................ United States 238,907 284,900 -------------- 325,249,813 -------------- (e) FEDERAL NATIONAL MORTGAGE ASSOCIATION (FNMA) ADJUSTABLE RATE 2.0% FNMA, 3.445%, 1/01/17 ....................................... United States 561,977 557,761 FNMA, 3.948%, 9/01/34 ....................................... United States 6,359,550 6,332,404 FNMA, 4.104%, 8/01/33 ....................................... United States 6,504,133 6,474,144 FNMA, 4.342%, 12/01/27 ...................................... United States 468,365 464,826 FNMA, 4.354%, 3/01/33 ....................................... United States 510,589 508,390 FNMA, 4.361%, 6/01/33 ....................................... United States 445,101 443,188 FNMA, 4.398%, 2/01/34 ....................................... United States 2,248,589 2,238,139 FNMA, 4.617%, 12/01/34 ...................................... United States 1,212,508 1,243,457 FNMA, 4.75%, 6/01/15 ........................................ United States 95,110 96,218 FNMA, 4.909%, 4/01/35 ....................................... United States 5,381,946 5,380,571 FNMA, 4.967%, 10/01/32 ...................................... United States 1,081,543 1,102,960 FNMA, 5.061%, 12/01/22 ...................................... United States 177,560 179,515 FNMA, 5.186%, 11/01/31 ...................................... United States 424,944 432,885 FNMA, 5.469%, 5/01/25 ....................................... United States 154,071 157,053 FNMA, 5.475%, 6/01/32 ....................................... United States 56,085 57,284 FNMA, 5.711%, 12/01/24 ...................................... United States 47,786 49,533 98 | Annual Report Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) COUNTRY/ PRINCIPAL FRANKLIN TOTAL RETURN FUND ORGANIZATION AMOUNT(b) VALUE -------------------------- ---------------- -------------- -------------- MORTGAGE-BACKED SECURITIES (CONTINUED) (e) FEDERAL NATIONAL MORTGAGE ASSOCIATION (FNMA) ADJUSTABLE RATE (CONTINUED) FNMA, 5.985%, 9/01/19 ....................................... United States 10,205 $ 10,508 FNMA, 5.988%, 12/01/34 ...................................... United States 801,136 814,369 FNMA, 6.35%, 6/01/17 ........................................ United States 83,654 83,533 -------------- 26,626,738 -------------- FEDERAL NATIONAL MORTGAGE ASSOCIATION (FNMA) FIXED RATE 20.7% FNMA 15 Year, 4.50%, 3/01/19 - 6/01/19 ...................... United States 1,572,833 1,506,089 FNMA 15 Year, 5.00%, 6/01/18 - 7/01/18 ...................... United States 1,398,749 1,379,994 FNMA 15 Year, 5.50%, 1/01/14 - 2/01/18 ...................... United States 777,308 780,893 FNMA 15 Year, 6.00%, 8/01/16 - 9/01/22 ...................... United States 2,531,082 2,552,539 FNMA 15 Year, 6.50%, 4/01/16 - 9/01/16 ...................... United States 38,781 39,772 (g) FNMA 30 Year, 5.00%, 11/15/35 ............................... United States 18,575,000 17,596,915 FNMA 30 Year, 5.00%, 8/01/36 - 10/01/38 ..................... United States 30,163,165 28,591,293 FNMA 30 Year, 5.50%, 6/01/33 - 8/01/37 ...................... United States 69,077,796 67,563,522 FNMA 30 Year, 6.00%, 9/01/32 - 6/01/38 ...................... United States 16,144,718 16,158,431 (g) FNMA 30 Year, 6.00%, 11/01/32 ............................... United States 36,750,000 36,732,764 FNMA 30 Year, 6.00%, 8/01/37 ................................ United States 30,000,001 30,006,126 FNMA 30 Year, 6.50%, 5/01/28 - 8/01/32 ...................... United States 1,995,262 2,038,706 (g) FNMA 30 Year, 6.50%, 11/01/28 ............................... United States 65,850,000 66,745,165 FNMA 30 Year, 7.50%, 1/01/30 ................................ United States 68,099 71,621 FNMA 30 Year, 8.50%, 5/01/32 ................................ United States 224,179 241,390 FNMA 30 Year, 9.00%, 11/01/26 - 5/01/27 ..................... United States 798,590 873,620 -------------- 272,878,840 -------------- (e) GOVERNMENT NATIONAL MORTGAGE ASSOCIATION (GNMA) ADJUSTABLE RATE 0.0%(a) GNMA, 5.125%, 10/20/26 ...................................... United States 95,564 96,084 GNMA, 5.375%, 1/20/23 ....................................... United States 45,821 46,135 -------------- 142,219 -------------- GOVERNMENT NATIONAL MORTGAGE ASSOCIATION (GNMA) FIXED RATE 3.2% GNMA I SF 15 Year, 7.00%, 2/15/09 ........................... United States 2,191 2,236 (g) GNMA I SF 30 Year, 6.00%, 11/01/28 .......................... United States 30,000,000 30,004,680 GNMA I SF 30 Year, 6.50%, 10/15/31 - 8/15/38 ................ United States 10,119,421 10,240,556 GNMA I SF 30 Year, 7.00%, 10/15/27 - 4/15/28 ................ United States 55,266 56,796 GNMA I SF 30 Year, 7.50%, 2/15/17 - 5/15/26 ................. United States 396,505 420,139 GNMA I SF 30 Year, 8.00%, 8/15/16 - 5/15/17 ................. United States 160,610 172,197 GNMA I SF 30 Year, 9.00%, 9/15/25 - 3/15/31 ................. United States 4,338 4,715 GNMA II SF 30 Year, 6.00%, 5/20/31 .......................... United States 39,528 39,705 GNMA II SF 30 Year, 6.50%, 3/20/28 - 4/20/31 ................ United States 28,901 29,301 GNMA II SF 30 Year, 7.50%, 8/20/30 - 1/20/33 ................ United States 217,795 228,442 GNMA II SF 30 Year, 8.00%, 5/20/27 - 7/20/27 ................ United States 218,676 233,133 -------------- 41,431,900 -------------- TOTAL MORTGAGE-BACKED SECURITIES (COST $681,584,867) 674,718,351 -------------- Annual Report | 99 Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) COUNTRY/ PRINCIPAL FRANKLIN TOTAL RETURN FUND ORGANIZATION AMOUNT(b) VALUE -------------------------- ---------------- -------------- -------------- FOREIGN GOVERNMENT AND AGENCY SECURITIES 4.2% European Investment Bank, senior note, 4.50%, 5/15/13 ........................................... Supranational(i) 2,700,000 NOK $ 402,526 1612/37, 6.50%, 9/10/14 .................................. Supranational(i) 1,395,000 NZD 823,016 (e) FRN, 0.685%, 9/21/11 ..................................... Supranational(i) 342,000,000 JPY 3,472,403 (e, j) Government of Argentina, senior bond, FRN, 3.127%, 8/03/12 ................................................. Argentina 2,225,000 402,873 (k) Government of Ghana, Reg S, 8.50%, 10/04/17 ................. Ghana 300,000 192,750 Government of Indonesia, FR19, 14.25%, 6/15/13 .................................... Indonesia 7,995,000,000 IDR 682,142 FR34, 12.80%, 6/15/21 .................................... Indonesia 9,705,000,000 IDR 676,679 FR35, 12.90%, 6/15/22 .................................... Indonesia 21,000,000,000 IDR 1,464,221 FR36, 11.50%, 9/15/19 .................................... Indonesia 12,200,000,000 IDR 801,674 FR40, 11.00%, 9/15/25 .................................... Indonesia 21,230,000,000 IDR 1,256,270 (k) Government of Iraq, Reg S, 5.80%, 1/15/28 ................... Iraq 260,000 124,800 Government of Mexico, 10.00%, 12/05/24 ...................... Mexico 400,000(l) MXN 3,426,726 Government of Norway, 6.00%, 5/16/11 ........................................... Norway 3,600,000 NOK 562,687 6.50%, 5/15/13 ........................................... Norway 35,500,000 NOK 5,854,610 Government of Peru, 7.84%, 8/12/20 ........................................... Peru 1,100,000 PEN 316,793 Series 7, 8.60%, 8/12/17 ................................. Peru 3,200,000 PEN 967,529 Government of Russia, (d) 144A, 7.50%, 3/31/30 ..................................... Russia 2,300,060 2,012,286 (k) senior bond, Reg S, 7.50%, 3/31/30 ....................... Russia 6,977,600 6,105,435 Government of Singapore, 4.375%, 1/15/09 .......................................... Singapore 553,000 SGD 375,227 2.375%, 10/01/09 ......................................... Singapore 170,000 SGD 115,893 2.625%, 4/01/10 .......................................... Singapore 1,771,000 SGD 1,217,567 (e) Government of Vietnam, FRN, 3.938%, 3/12/16 ................. Vietnam 176,087 152,315 KfW Bankengruppe, (e) FRN, 0.688%, 8/08/11 ..................................... Germany 49,000,000 JPY 493,806 senior note, 6.50%, 11/15/11 ............................. Germany 1,099,000 NZD 647,763 Korea Treasury Bond, 0525-2703, 5.25%, 3/10/27 .............. South Korea 2,001,000,000 KRW 1,511,736 Korea Treasury Note, 0525-1209, 5.25%, 9/10/12 ................................ South Korea 1,800,000,000 KRW 1,408,092 0550-1709, 5.50%, 9/10/17 ................................ South Korea 5,190,000,000 KRW 3,990,308 New South Wales Treasury Corp., senior note, 5.50%, 3/01/17 .................................................. Australia 5,095,000 AUD 3,321,579 Nota Do Tesouro Nacional, 9.762%, 1/01/14 ................... Brazil 21,900(m) BRL 7,617,397 Province of Ontario, 6.25%, 6/16/15 ......................... Canada 305,000 NZD 171,496 (d) Peru Enhanced Pass-Through Finance Ltd., senior secured bond, A-1, 144A, zero cpn., 5/31/18 ...................... Peru 1,328,940 651,181 Queensland Treasury Corp., 13, 6.00%, 8/14/13 ....................................... Australia 865,000 AUD 585,481 17, 6.00%, 9/14/17 ....................................... Australia 1,730,000 AUD 1,166,105 (d) 144A, 7.125%, 9/18/17 .................................... Australia 3,320,000 NZD 2,056,991 -------------- TOTAL FOREIGN GOVERNMENT AND AGENCY SECURITIES (COST $65,895,308) ....................................... 55,028,357 -------------- 100 | Annual Report Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) COUNTRY/ PRINCIPAL FRANKLIN TOTAL RETURN FUND ORGANIZATION AMOUNT(b) VALUE -------------------------- ---------------- -------------- -------------- U.S. GOVERNMENT AND AGENCY SECURITIES (COST $15,102,021) 1.1% U.S. Treasury Bond, 4.50%, 5/15/38 .......................... United States 14,000,000 $ 14,254,856 -------------- (e, n) SENIOR FLOATING RATE INTERESTS 3.0% AUTOMOBILES & COMPONENTS 0.0%(a) (g) Dayco Products LLC (Mark IV), Replacement Term Loan, 7.65% - 8.48%, 6/23/11 ........................................... United States 200,000 68,000 -------------- CAPITAL GOODS 0.0%(a) Oshkosh Truck Corp., Term Loan B, 4.32% - 4.62%, 12/06/13 ... United States 901,266 628,633 -------------- COMMERCIAL & PROFESSIONAL SERVICES 0.3% Affinion Group Inc., Term Loan B, 5.311% - 5.618%, 10/17/12 ................................................. United States 500,000 398,750 Allied Waste North America Inc., Credit Link, 4.40%, 3/28/14 .............................. United States 271,191 259,440 Term Loan B, 4.06%, 3/28/14 .............................. United States 379,485 363,041 ARAMARK Corp., Synthetic L/C, 2.427%, 1/26/14 ........................... United States 50,120 42,088 Term Loan B, 5.637%, 1/26/14 ............................. United States 788,925 662,500 (g, o) EnviroSolutions Inc., Initial Term Loan, PIK, 12.042%, ...... United States 951,153 706,231 7/07/12 Nielsen Finance LLC (VNU Inc.), Dollar Term Loan, 4.803%, 8/09/13 .................................................. United States 2,701,058 1,969,071 -------------- 4,401,121 -------------- CONSUMER DURABLES & APPAREL 0.2% Jarden Corp., Term Loan B1, 5.512%, 1/24/12 ............................ United States 719,755 589,299 Term Loan B2, 5.512%, 1/24/12 ............................ United States 873,987 715,577 Jostens IH Corp. (Visant Holding Corp.), Term Loan C, 5.171%, 12/21/11 ................................................. United States 812,195 677,168 -------------- 1,982,044 -------------- CONSUMER SERVICES 0.3% Education Management LLC, Term Loan C, 5.563%, 6/01/13 ...... United States 2,851,159 2,010,067 (g) Kuilima Resort Co. (Turtle Bay), First Lien Term Loan, 8.75%, 9/30/10 .................................................. United States 1,300,000 633,750 Penn National Gaming Inc., Term Loan B, 4.55% - 5.25%, 10/03/12 ................................................. United States 497,436 415,912 VML U.S. Finance LLC (Venetian Macau), Delayed Draw, 6.02%, 5/25/12 ............................. Macau 394,018 253,156 (g) New Project Term Loans, 6.02%, 5/25/13 ................... Macau 480,000 308,400 Term Loan B, 6.02%, 5/25/13 .............................. Macau 805,982 517,843 -------------- 4,139,128 -------------- DIVERSIFIED FINANCIALS 0.2% Nuveen Investments Inc., Term Loan B, 6.118%, 11/13/14 ...... United States 2,189,000 1,262,324 TD Ameritrade Holding Corp., Term Loan B, 5.00%, 12/31/12 ... United States 983,088 822,107 -------------- 2,084,431 -------------- Annual Report | 101 Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) COUNTRY/ PRINCIPAL FRANKLIN TOTAL RETURN FUND ORGANIZATION AMOUNT(b) VALUE -------------------------- ---------------- -------------- -------------- (e, n) SENIOR FLOATING RATE INTERESTS (CONTINUED) ENERGY 0.1% Alpha Natural Resources LLC, Term Loan B, 5.563%, 10/26/12 .. United States 932,500 $ 863,728 -------------- FOOD, BEVERAGE & TOBACCO 0.0%(a) Dean Foods Co., Term Loan B, 4.62%, 4/02/14 ................. United States 492,500 371,068 -------------- HEALTH CARE EQUIPMENT & SERVICES 0.5% (g) Carestream Health Inc., Term Loan, 5.42%, 4/30/13 ........... United States 170,033 111,938 Community Health Systems Inc., Term Loan, 5.06% - 5.25%, 7/25/14 .................................................. United States 2,001,340 1,608,827 DaVita Inc., Term Loan B-1, 4.20%, 10/05/12 ................. United States 815,000 710,215 Fresenius Medical Care Holdings Inc., Term Loan B, 4.185% - 6.125%, 3/31/13 .......................................... United States 1,098,968 936,321 HCA Inc., Term Loan A-1, 5.262%, 11/19/12 .......................... United States 2,828,095 2,396,103 Term Loan B-1, 6.012%, 11/18/13 .......................... United States 1,210,558 1,002,040 -------------- 6,765,444 -------------- MATERIALS 0.3% Celanese U.S. Holdings LLC, Dollar Term Loan, 5.553%, 4/02/14 .................................................. United States 1,381,977 1,123,350 Georgia-Pacific LLC, Additional Term Loan, 4.868%, 12/20/12 ................... United States 472,380 393,518 Term Loan B, 4.551% - 4.868%, 12/20/12 ................... United States 1,275,213 1,062,324 (g) Huntsman International LLC, Term Loan B, 4.969%, 4/19/14 .... United States 128,572 111,811 (g) Lyondell Chemical Co., Tranche B-1, 8.044%, 12/20/14 ........ United States 400,000 240,544 Nalco Co., Term Loan B, 4.92% - 5.313%, 11/04/10 ............ United States 204,891 183,817 Rockwood Specialties Group Inc., Term Loan E, 4.618%, 7/30/12 .................................................. United States 994,845 833,183 -------------- 3,948,547 -------------- MEDIA 0.6% CSC Holdings Inc. (Cablevision), Incremental Term Loan, 4.569%, 3/29/13 .......................................... United States 1,322,328 1,149,481 (g) Idearc Inc., Term Loan B, 5.12%, 11/17/14 ................... United States 1,681,739 725,951 MCC Iowa, Tranche D-1 Term Loan, 3.89%, 1/31/15 .................... United States 923,620 671,934 Tranche D-2 Term Loan, 3.89%, 1/31/15 .................... United States 86,951 63,257 (g) Metro-Goldwyn-Mayer Inc., Term Loan B, 7.012%, 4/08/12 ...... United States 998,210 504,720 Regal Cinemas Corp., Term Loan, 5.262%, 10/27/13 ............ United States 1,578,164 1,193,267 Tribune Co., (g) Incremental Term Loan, 6.00%, 5/14/14 ....................... United States 1,333,473 493,385 Term Loan B, 6.00%, 5/16/14 .............................. United States 685,000 307,565 Univision Communications Inc., Initial Term Loan, 5.25%, 9/29/14 .................................................. United States 2,790,000 1,516,365 UPC Financing Partnership, Term Loan N, 5.47%, 12/31/14 ..... Netherlands 1,730,000 1,241,275 -------------- 7,867,200 -------------- REAL ESTATE 0.0%(a) Capital Automotive REIT, Term Loan B, 5.47%, 12/15/10 ....... United States 940,723 599,241 -------------- 102 | Annual Report Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) COUNTRY/ PRINCIPAL FRANKLIN TOTAL RETURN FUND ORGANIZATION AMOUNT(b) VALUE -------------------------- ---------------- -------------- -------------- (e, n) SENIOR FLOATING RATE INTERESTS (CONTINUED) SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT 0.0%(a) Fairchild Semiconductor Corp., Initial Term Loan, 5.262%, 6/26/13 .................................................. United States 496,193 $359,740 -------------- SOFTWARE & SERVICES 0.3% First Data Corp., Term Loan B-2, 5.948% - 6.025%, 9/24/14 ... United States 2,575,470 1,906,767 SunGard Data Systems Inc., New U.S. Term Loan, 4.553%, 2/28/14 .................................................. United States 2,435,459 1,877,043 -------------- 3,783,810 -------------- TELECOMMUNICATION SERVICES 0.1% Alltel Communications Inc., Term Loan B-3, 5.50%, 5/18/15 ... United States 727,005 695,880 (g) Hawaiian Telecom Communications Inc., Term Loan C, 6.262%, 6/01/14 .................................................. United States 799,506 435,731 -------------- 1,131,611 -------------- UTILITIES 0.1% NRG Energy Inc., Credit Link, 2.701%, 2/01/13 ............................. United States 364,438 317,365 Term Loan, 5.262%, 2/01/13 ............................... United States 741,800 645,984 Texas Competitive Electric Holdings Co. LLC, Term Loan B-2, 6.303% - 7.64%, 10/10/14 ................................. United States 184,300 144,573 -------------- 1,107,922 -------------- TOTAL SENIOR FLOATING RATE INTERESTS (COST $50,963,873) ...................................... 40,101,668 -------------- CREDIT LINKED NOTE (COST $1,000,624) 0.1% BANKS 0.1% (d, e, p) Credit Suisse First Boston International, 144A, FRN, 5.103%, 3/20/09 .......................................... United States 1,000,000 995,000 -------------- SHORT TERM INVESTMENTS 1.2% FOREIGN GOVERNMENT AND AGENCY SECURITIES (COST $1,481,926) 0.1% (q) Egypt Treasury Bills, 1/13/09 - 8/18/09 ..................... Egypt 8,375,000 EGP 1,424,141 -------------- U.S. GOVERNMENT AND AGENCY SECURITY (COST $5,995,301) 0.4% (h, q) U.S. Treasury Bill, 11/28/08 ................................ United States 6,000,000 5,999,573 -------------- TOTAL INVESTMENTS BEFORE MONEY MARKET FUND (COST $1,667,335,041) .................................... 1,478,324,881 -------------- SHARES -------------- MONEY MARKET FUNDS (COST $8,786,161) 0.7% (r) Franklin Institutional Fiduciary Trust Money Market Portfolio, 1.56% ......................................... United States 8,786,161 8,786,161 -------------- Annual Report | 103 Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 (CONTINUED) FRANKLIN TOTAL RETURN FUND VALUE -------------------------- -------------- TOTAL INVESTMENTS (COST $1,676,121,202) 112.9% $1,487,111,042 NET UNREALIZED APPRECIATION ON FORWARD EXCHANGE CONTRACTS 1.8% 23,762,554 OTHER ASSETS, LESS LIABILITIES (14.7)% (193,551,324) -------------- NET ASSETS 100.0% $1,317,322,272 ============== See Currency and Selected Portfolio Abbreviations on page 105. (a) Rounds to less than 0.1% of net assets. (b) The principal amount is stated in U.S. dollars unless otherwise indicated. (c) Perpetual securities with no stated maturity date. (d) Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and may be sold in transactions exempt from registration only to qualified institutional buyers or in a public offering registered under the Securities Act of 1933. These securities have been deemed liquid under guidelines approved by the Trust's Board of Trustees. At October 31, 2008, the aggregate value of these securities was $57,913,813, representing 4.40% of net assets. (e) The coupon rate shown represents the rate at period end. (f) See Note 10 regarding defaulted securities. (g) A portion or all of the security purchased on a delayed delivery, or to-be-announced basis. See Note 1(d). (h) Security or a portion of the security has been segregated as collateral for open swap contracts and open future contracts. At October 31, 2008, the value of securities pledged amounted to $4,087,862. (i) A supranational organization is an entity formed by two or more central governments through international treaties. (j) The principal amount is stated in original face, and scheduled paydowns are reflected in the market price on ex-date. (k) Security was purchased pursuant to Regulation S under the Securities Act of 1933, which exempts from registration securities offered and sold outside of the United States. Such a security cannot be sold in the United States without either an effective registration statement filed pursuant to the Securities Act of 1933, or pursuant to an exemption from registration. These securities have been deemed liquid under guidelines approved by the Trust's Board of Trustees. At October 31, 2008, the aggregate value of these securities was $ 6,422,985, representing 0.49% of net assets. (l) Principal amount is stated in 100 Mexican Peso Units. (m) Principal amount is stated in 1,000 Brazilian Real Units. (n) See Note 1(j) regarding senior floating rate interests. (o) Income may be received in additional securities and/or cash. (p) See Note 1(h) regarding credit linked notes. (q) The security is traded on a discount basis with no stated coupon rate. (r) See Note 7 regarding investments in the Franklin Institutional Fiduciary Trust Money Market Portfolio. The rate shown is the annualized seven-day yield at period end. The accompanying notes are an integral part of these financial statements. 104 | Annual Report Franklin Investors Securities Trust STATEMENT OF INVESTMENTS, OCTOBER 31, 2008 CURRENCY ABBREVIATIONS: AUD - Australian Dollar BRL - Brazilian Real EGP - Egyptian Pound EUR - Euro IDR - Indonesian Rupiah JPY - Japanese Yen KRW - South Korean Won MXN - Mexican Peso MYR - Malaysian Ringgit NOK - Norwegian Krone NZD - New Zealand Dollar PEN - Peruvian Nuevo Sol SEK - Swedish Krona SGD - Singapore Dollar SELECTED PORTFOLIO ABBREVIATIONS: DIP - Debtor-In-Possession FHLB - Federal Home Loan Bank FHLMC - Federal Home Loan Mortgage Corp. FNMA - Federal National Mortgage Association FRN - Floating Rate Note GNMA - Government National Mortgage Association L/C - Letter of Credit PIK - Payment-In-Kind REIT - Real Estate Investment Trust The accompanying notes are an integral part of these financial statements. Annual Report | 105 Franklin Investors Securities Trust FINANCIAL STATEMENTS STATEMENTS OF ASSETS AND LIABILITIES October 31, 2008 FRANKLIN FRANKLIN FRANKLIN ADJUSTABLE FLOATING RATE LOW DURATION FRANKLIN U.S. GOVERNMENT DAILY ACCESS TOTAL RETURN TOTAL RETURN SECURITIES FUND FUND FUND FUND --------------- -------------- ------------ -------------- Assets: Investments in securities: Cost - Unaffiliated issuers ...................... $508,758,949 $1,229,313,563 $33,699,764 $1,667,335,041 Cost - Sweep Money Fund (Note 7) ................. 35,724,785 120,707,743 2,012,983 8,786,161 Cost - Repurchase agreements ..................... 168,129,385 -- -- -- ------------ -------------- ----------- -------------- Total cost of investments ........................ $712,613,119 $1,350,021,306 $35,712,747 $1,676,121,202 ------------ -------------- ----------- -------------- Value - Unaffiliated issuers ..................... $506,262,459 $ 943,483,804 $32,435,196 $1,478,324,881 Value - Sweep Money Fund (Note 7) ................ 35,724,785 120,707,743 2,012,983 8,786,161 Value - Repurchase agreements .................... 168,129,385 -- -- -- ------------ -------------- ----------- -------------- Total value of investments ....................... 710,116,629 1,064,191,547 34,448,179 1,487,111,042 Cash ................................................ -- 4,636,487 -- 15,090,155 Foreign currency, at value (cost $--, $--, $138,717 and $9,719,144) .................................. -- -- 137,509 9,720,837 Receivables: Investment securities sold ....................... 872,603 43,585,150 2,944,176 19,114,050 Capital shares sold .............................. 12,854,113 1,627,012 303,215 3,926,251 Interest ......................................... 2,388,610 6,143,400 315,293 12,752,792 Affiliates ....................................... -- -- 12,439 -- Swaps ............................................... -- -- 11,284 279,272 Unrealized appreciation on forward exchange contracts (Note 9) ......................................... -- -- 272,798 24,262,105 Unrealized appreciation on swap contracts (Note 8) .. -- -- 223,420 8,261,120 ------------ -------------- ----------- -------------- Total assets .................................. 726,231,955 1,120,183,596 38,668,313 1,580,517,624 ------------ -------------- ----------- -------------- Liabilities: Payables: Investment securities purchased .................. -- 15,508,348 2,938,938 242,676,630 Capital shares redeemed .......................... 2,343,597 4,858,735 223,170 9,657,118 Affiliates ....................................... 470,053 922,485 -- 533,917 Distributions to shareholders .................... 284,557 1,742,405 31,616 1,401,878 Variation margin ................................. -- -- 3,875 134,843 Swaps (premium received $--, $--, $43,958, $--) ..... -- -- 49,805 322,992 Collateral due to brokers for swaps ................. -- -- -- 3,960,000 Unrealized depreciation on forward exchange contracts (Note 9) ......................................... -- -- 5,367 499,551 Unrealized depreciation on swap contracts (Note 8) .. -- -- 146,488 3,533,061 Unrealized depreciation on unfunded loan commitments (Note 11) ........................................ -- 2,455,568 -- 16,752 Accrued expenses and other liabilities .............. 60,394 760,175 12,893 458,610 ------------ -------------- ----------- -------------- Total liabilities ............................. 3,158,601 26,247,716 3,412,152 263,195,352 ------------ -------------- ----------- -------------- Net assets, at value ....................... $723,073,354 $1,093,935,880 $35,256,161 $1,317,322,272 ============ ============== =========== ============== The accompanying notes are an integral part of these financial statements. 106 | Annual Report Franklin Investors Securities Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED) October 31, 2008 FRANKLIN FRANKLIN FRANKLIN ADJUSTABLE FLOATING RATE LOW DURATION FRANKLIN U.S. GOVERNMENT DAILY ACCESS TOTAL RETURN TOTAL RETURN SECURITIES FUND FUND FUND FUND --------------- -------------- ------------ -------------- Net assets consist of: Paid-in capital ..................................... $739,204,490 $1,866,542,946 $36,468,816 $1,515,863,557 Undistributed net investment income (distributions in excess of net investment income) .................... (931) 295,732 97,664 5,558,472 Net unrealized appreciation (depreciation) .......... (2,496,490) (288,285,327) (890,250) (159,824,652) Accumulated net realized gain (loss) ................ (13,633,715) (484,617,471) (420,069) (44,275,105) ------------ -------------- ----------- -------------- Net assets, at value ............................. $723,073,354 $1,093,935,880 $35,256,161 $1,317,322,272 ------------ -------------- ----------- -------------- CLASS A: Net assets, at value ................................ $586,695,687 $ 796,384,289 $35,181,301 $ 780,550,753 ------------ -------------- ----------- -------------- Shares outstanding .................................. 66,201,996 103,928,926 3,671,511 90,736,130 ------------ -------------- ----------- -------------- Net asset value per share (a) ....................... $ 8.86 $ 7.66 $ 9.58 $ 8.60 ------------ -------------- ----------- -------------- Maximum offering price per share (net asset value per share / 97.75%, 97.75%, 97.75% and 95.75%, respectively) .................................... $ 9.06 $ 7.84 $ 9.80 $ 8.98 ------------ -------------- ----------- -------------- CLASS B: Net assets, at value ................................ -- $ 17,480,724 -- $ 19,175,719 ------------ -------------- ----------- -------------- Shares outstanding .................................. -- 2,282,881 -- 2,229,634 ------------ -------------- ----------- -------------- Net asset value and maximum offering price per share (a) ........................................ -- $ 7.66 -- $ 8.60 ------------ -------------- ----------- -------------- CLASS C: Net assets, at value ................................ $132,254,036 $ 188,239,688 -- $ 103,564,303 ------------ -------------- ----------- -------------- Shares outstanding .................................. 14,932,551 24,558,327 -- 12,045,197 ------------ -------------- ----------- -------------- Net asset value and maximum offering price per share (a) ........................................ $ 8.86 $ 7.67 -- $ 8.60 ------------ -------------- ----------- -------------- CLASS R: Net assets, at value ................................ -- -- -- $ 68,775,417 ------------ -------------- ----------- -------------- Shares outstanding .................................. -- -- -- 7,994,991 ------------ -------------- ----------- -------------- Net asset value and maximum offering price per share ........................................... -- -- -- $ 8.60 ------------ -------------- ----------- -------------- ADVISOR CLASS: Net assets, at value ................................ $ 4,123,631 $ 91,831,179 $ 74,860 $ 345,256,080 ------------ -------------- ----------- -------------- Shares outstanding .................................. 464,845 11,985,407 7,809 40,078,667 ------------ -------------- ----------- -------------- Net asset value and maximum offering price per share ............................................ $ 8.87 $ 7.66 $ 9.59 $ 8.61 ------------ -------------- ----------- -------------- (a) Redemption price is equal to net asset value less contingent deferred sales charges, if applicable. The accompanying notes are an integral part of these financial statements. Annual Report | 107 Franklin Investors Securities Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF OPERATIONS for the year ended October 31, 2008 FRANKLIN FRANKLIN FRANKLIN ADJUSTABLE FLOATING RATE LOW DURATION FRANKLIN U.S. GOVERNMENT DAILY ACCESS TOTAL RETURN TOTAL RETURN SECURITIES FUND FUND FUND FUND --------------- -------------- ------------ -------------- Investment income: Dividends: Unaffiliated issuers ............................. $ -- $ -- $ 4,536 $ 835,773 Sweep Money Fund (Note 7) ........................ 610,685 4,576,117 64,519 3,401,965 Interest ............................................ 20,134,087 88,075,640 1,044,838 69,076,947 ----------- ------------- ----------- ------------- Total investment income ....................... 20,744,772 92,651,757 1,113,893 73,314,685 ----------- ------------- ----------- ------------- Expenses: Management fees (Note 3a) ........................... 1,742,904 4,928,802 101,945 4,256,413 Administrative fees (Note 3b) ....................... 455,381 3,008,796 52,248 2,652,494 Distribution fees: (Note 3c) Class A .......................................... 983,542 2,736,869 63,644 2,029,109 Class B .......................................... -- 282,476 -- 138,821 Class C .......................................... 405,218 1,811,270 -- 705,009 Class R .......................................... -- -- -- 353,787 Transfer agent fees (Note 3e) ....................... 502,601 1,628,792 19,392 2,512,743 Custodian fees (Note 4) ............................. 6,848 21,555 -- 155,555 Reports to shareholders ............................. 65,635 157,756 5,330 196,837 Registration and filing fees ........................ 134,392 154,693 63,597 136,063 Professional fees ................................... 34,645 209,071 47,826 87,211 Trustees' fees and expenses ......................... 12,768 52,427 647 38,876 Other ............................................... 21,519 123,882 30,159 107,466 ----------- ------------- ----------- ------------- Total expenses ................................ 4,365,453 15,116,389 384,788 13,370,384 Expense reductions (Note 4) ................... (2,962) (26,581) (177) (5,599) Expenses waived/paid by affiliates (Note 3f) .. -- -- (150,816) (2,179,837) ----------- ------------- ----------- ------------- Net expenses ............................... 4,362,491 15,089,808 233,795 11,184,948 ----------- ------------- ----------- ------------- Net investment income ................... 16,382,281 77,561,949 880,098 62,129,737 ----------- ------------- ----------- ------------- Relized and unrealized gains (losses): Net realized gain (loss) from: Investments ...................................... 5,333 (91,576,104) (63,811) (25,308,456) Foreign currency transactions .................... -- -- 40,841 1,516,346 Financial futures contracts ...................... -- -- 16,688 2,130,723 Swap contracts ................................... -- -- (87,305) (4,580,356) ----------- ------------- ----------- ------------- Net realized gain (loss) ................ 5,333 (91,576,104) (93,587) (26,241,743) ----------- ------------- ----------- ------------- Net change in unrealized appreciation (depreciation) on: Investments ...................................... 282,195 (248,029,157) (1,103,803) (190,157,233) Translation of other assets and liabilities denominated in foreign currencies ............. -- -- 27,067 22,876,889 ----------- ------------- ----------- ------------- Net change in unrealized appreciation (depreciation) ....................... 282,195 (248,029,157) (1,076,736) (167,280,344) ----------- ------------- ----------- ------------- Net realized and unrealized gain (loss) ................ 287,528 (339,605,261) (1,170,323) (193,522,087) ----------- ------------- ----------- ------------- Net increase (decrease) in net assets resulting from operations .......................................... $16,669,809 $(262,043,312) $ (290,225) $(131,392,350) =========== ============= =========== ============= The accompanying notes are an integral part of these financial statements. 108 | Annual Report Franklin Investors Securities Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF CHANGES IN NET ASSETS FRANKLIN ADJUSTABLE FRANKLIN FLOATING RATE U.S. GOVERNMENT SECURITIES FUND DAILY ACCESS FUND ------------------------------- ------------------------------- YEAR ENDED OCTOBER 31, YEAR ENDED OCTOBER 31, --------------------------- ------------------------------- 2008 2007 2008 2007 ------------ ------------ -------------- -------------- Increase (decrease) in net assets: Operations: Net investment income ......................... $ 16,382,281 $ 15,754,025 $ 77,561,949 $ 137,196,885 Net realized gain (loss) from investments ..... 5,333 107,794 (91,576,104) (17,709,569) Net change in unrealized appreciation (depreciation) on investments ................. 282,195 2,180,737 (248,029,157) (42,132,065) ------------ ------------ -------------- -------------- Net increase (decrease) in net assets resulting from operations ............ 16,669,809 18,042,556 (262,043,312) 77,355,251 ------------ ------------ -------------- -------------- Distributions to shareholders from: Net investment income: Class A .................................... (15,724,528) (16,788,834) (57,170,201) (105,199,853) Class B .................................... -- -- (1,293,184) (3,131,867) Class C .................................... (2,143,383) (1,568,974) (13,858,643) (24,353,482) Advisor Class .............................. (11,921) -- (5,141,861) (4,768,357) ------------ ------------ -------------- -------------- Total distributions to shareholders .............. (17,879,832) (18,357,808) (77,463,889) (137,453,559) ------------ ------------ -------------- -------------- Capital share transactions: (Note 2) Class A .................................... 254,207,122 (38,995,215) (332,371,457) (322,747,971) Class B .................................... -- -- (16,146,106) (19,987,582) Class C .................................... 95,822,320 745,399 (132,930,220) 14,082,357 Advisor Class .............................. 4,127,226 -- 31,134,948 (5,821,192) ------------ ------------ -------------- -------------- Total capital share transactions ................. 354,156,668 (38,249,816) (450,312,835) (334,474,388) ------------ ------------ -------------- -------------- Redemption fees .................................. 18,455 3,212 10,393 49,115 ------------ ------------ -------------- -------------- Net increase (decrease) in net assets ... 352,965,100 (38,561,856) (789,809,643) (394,523,581) Net assets: Beginning of year ................................ 370,108,254 408,670,110 1,883,745,523 2,278,269,104 ------------ ------------ -------------- -------------- End of year ...................................... $723,073,354 $370,108,254 $1,093,935,880 $1,883,745,523 ------------ ------------ -------------- -------------- Undistributed net investment income (distributions in excess of net investment income) included in net assets: End of year ................................... $ (931) $ (1,158) $ 295,732 $ (1,969) ============ ============ ============== ============== The accompanying notes are an integral part of these financial statements. Annual Report | 109 Franklin Investors Securities Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED) FRANKLIN LOW DURATION FRANKLIN TOTAL RETURN FUND TOTAL RETURN FUND ------------------------- ------------------------------- YEAR ENDED OCTOBER 31, YEAR ENDED OCTOBER 31, ------------------------- ------------------------------- 2008 2007 2008 2007 ----------- ----------- -------------- -------------- Increase (decrease) in net assets: Operations: Net investment income .............................. $ 880,098 $ 533,425 $ 62,129,737 $ 41,784,488 Net realized gain (loss) from investments, financial futures, foreign currency transactions, and swap contracts ....................................... (93,587) 41,616 (26,241,743) 998,868 Net change in unrealized appreciation (depreciation) on investments and translation of assets and liabilities denominated in foreign currencies ... (1,076,736) 149,881 (167,280,344) 399,109 ----------- ----------- -------------- -------------- Net increase (decrease) in net assets resulting from operations .................... (290,225) 724,922 (131,392,350) 43,182,465 ----------- ----------- -------------- -------------- Distributions to shareholders from: Net investment income: Class A ......................................... (927,764) (563,718) (40,221,963) (25,471,366) Class B ......................................... -- -- (976,601) (938,074) Class C ......................................... -- -- (4,949,577) (2,817,538) Class R ......................................... -- -- (3,334,074) (1,971,779) Advisor Class ................................... (23,907) -- (16,507,475) (12,728,081) ----------- ----------- -------------- -------------- Total distributions to shareholders ................... (951,671) (563,718) (65,989,690) (43,926,838) ----------- ----------- -------------- -------------- Capital share transactions: (Note 2) Class A ......................................... 19,665,308 4,855,283 215,568,068 277,578,606 Class B ......................................... -- -- 1,718,251 (551,588) Class C ......................................... -- -- 35,032,011 38,343,835 Class R ......................................... -- -- 21,223,255 27,774,892 Advisor Class ................................... 86,659 -- 113,820,897 58,316,715 ----------- ----------- -------------- -------------- Total capital share transactions ...................... 19,751,967 4,855,283 387,362,482 401,462,460 ----------- ----------- -------------- -------------- Redemption fees ....................................... 2,021 5,526 17,114 16,469 ----------- ----------- -------------- -------------- Net increase (decrease) in net assets ........ 18,512,092 5,022,013 189,997,556 400,734,556 Net assets: Beginning of year ..................................... 16,744,069 11,722,056 1,127,324,716 726,590,160 ----------- ----------- -------------- -------------- End of year ........................................... $35,256,161 $16,744,069 $1,317,322,272 $1,127,324,716 ----------- ----------- -------------- -------------- Undistributed net investment income included in net assets: ----------- ----------- -------------- -------------- End of year ........................................ $ 97,664 $ 7,497 $ 5,558,472 $ 2,108,164 =========== =========== ============== ============== The accompanying notes are an integral part of these financial statements. 110 | Annual Report Franklin Investors Securities Trust NOTES TO FINANCIAL STATEMENTS 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Franklin Investors Securities Trust (Trust) is registered under the Investment Company Act of 1940, as amended, (1940 Act) as an open-end investment company, consisting of nine separate funds. All funds included in this report (Funds) are diversified. The financial statements of the remaining funds in the Trust are presented separately. Effective May 15, 2008, the Franklin Adjustable U.S. Government Securities Fund and the Franklin Low Duration Total Return Fund began offering a new class of shares, Advisor Class. Each class of shares differs by its initial sales load, contingent deferred sales charges, distribution fees, voting rights on matters affecting a single class and its exchange privilege. CLASS A & ADVISOR CLASS CLASS A, CLASS C & ADVISOR CLASS - ----------------------- --------------------------------------------------- Franklin Low Duration Total Return Fund Franklin Adjustable U.S. Government Securities Fund CLASS A, CLASS B, CLASS C & ADVISOR CLASS CLASS A, CLASS B, CLASS C, CLASS R & ADVISOR CLASS - ----------------------------------------- -------------------------------------------------- Franklin Floating Rate Daily Access Fund Franklin Total Return Fund The following summarizes the Funds' significant accounting policies. A. SECURITY VALUATION Securities listed on a securities exchange or on the NASDAQ National Market System are valued at the last quoted sale price or the official closing price of the day, respectively. Over-the-counter securities and listed securities for which there is no reported sale are valued within the range of the most recent quoted bid and ask prices. Securities that trade in multiple markets or on multiple exchanges are valued according to the broadest and most representative market. Investments in open-end mutual funds are valued at the closing net asset value. Corporate debt securities, government securities, mortgage pass-through securities, other mortgage-backed securities, collateralized mortgage obligations and asset-backed 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 may 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, option adjusted spread models, prepayment projections, interest rate spreads and yield curves, to determine current value. Senior secured corporate loans with floating or variable interest rates generally trade in the over-the-counter market rather than on a securities exchange. The Trust may utilize independent pricing services, quotations from loan dealers and other financial institutions, 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 independent market quotations from loan dealers or financial institutions and may incorporate valuation methodologies that consider multiple bond characteristics such as dealer quotes, issuer type, coupon, maturity, weighted average maturity, interest rate spreads and yield curves, cash flow and credit risk/quality analysis, to determine current value. Annual Report | 111 Franklin Investors Securities Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) A. SECURITY VALUATION (CONTINUED) Foreign securities are valued as of the close of trading on the foreign stock exchange on which the security is primarily traded, or the NYSE, whichever is earlier. If no sale is reported at that time, the foreign security will be valued within the range of the most recent quoted bid and ask prices. The value is then converted into its U.S. dollar equivalent at the foreign exchange rate in effect at the close of the NYSE on the day that the value of the foreign security is determined. 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. B. FOREIGN CURRENCY TRANSLATION Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the exchange rate of such currencies against U.S. dollars on the date of valuation. Purchases and sales of securities, income and expense items denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date. Occasionally, events may impact the availability or reliability of foreign exchange rates used to convert the U.S. dollar equivalent value. If such an event occurs, the foreign exchange rate will be valued at fair value using procedures established and approved by the Trust's Board of Trustees. The Funds do not separately report the effect of changes in foreign exchange rates from changes in market prices on securities held. Such changes are included in net realized and unrealized gain or loss from investments on the Statement of Operations. 112 | Annual Report Franklin Investors Securities Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) B. FOREIGN CURRENCY TRANSLATION (CONTINUED) Realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the recorded amounts of dividends, interest, and foreign withholding taxes and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in foreign exchange rates on foreign denominated assets and liabilities other than investments in securities held at the end of the reporting period. C. JOINT REPURCHASE AGREEMENT The Funds may enter into a joint repurchase agreement whereby their uninvested cash balance is deposited into a joint cash account with other funds managed by the investment manager or an affiliate of the investment manager and is used to invest in one or more repurchase agreements. The value and face amount of the joint repurchase agreement are allocated to the funds based on their pro-rata interest. A repurchase agreement is accounted for as a loan by the fund to the seller, collateralized by securities which are delivered to the fund's custodian. The market value, including accrued interest, of the initial collateralization is required to be at least 102% of the dollar amount invested by the funds, with the value of the underlying securities marked to market daily to maintain coverage of at least 100%. The joint repurchase agreement held by the Franklin Adjustable U.S. Government Securities Fund at year end had been entered into on October 31, 2008. The joint repurchase agreement is valued at cost. D. SECURITIES PURCHASED ON A WHEN-ISSUED, DELAYED DELIVERY AND TBA BASIS The Funds may purchase securities on a when-issued, delayed delivery or to-be-announced (TBA) 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. E. FUTURES CONTRACTS The Franklin Low Duration Total Return Fund and the Franklin Total Return Fund may purchase financial futures contracts to gain exposure to market changes. A financial futures contract is an agreement between two parties to buy or sell a security for a set price on a future date. Required initial margin deposits of cash or securities are maintained by the Fund's custodian in segregated accounts as disclosed in the Statement of Investments. Subsequent payments, known as variation margin, are made or received by the fund depending on the fluctuations in the value of the underlying securities. Such variation margin is accounted for as unrealized appreciation or depreciation until the contract is closed, at which time the gains or losses are reclassified to realized. Realized and unrealized gains and losses on these contracts are included in the Statement of Operations. Annual Report | 113 Franklin Investors Securities Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) E. FUTURES CONTRACTS (CONTINUED) The risks of these contracts include the possibility there may be an illiquid secondary market and/or a change in the value of the contract may not correlate with the changes in the value of the underlying securities. F. FOREIGN CURRENCY CONTRACTS When the funds purchase or sell foreign securities it may enter into foreign exchange contracts to minimize foreign exchange risk from the trade date to the settlement date of the transactions. A foreign exchange contract is an agreement between two parties to exchange different currencies at an agreed upon exchange rate at a future date. Realized and unrealized gains and losses on these contracts are included in the Statement of Operations. The Franklin Low Duration Total Return Fund and the Franklin Total Return Fund may also enter into forward exchange contracts to hedge against fluctuations in foreign exchange rates or to gain exposure to certain foreign currencies. These contracts are valued daily by the Fund and the unrealized gains or losses on the contracts, as measured by the difference between the contractual forward foreign exchange rates and the forward rates at the reporting date, are included in the Statement of Assets and Liabilities. Realized and unrealized gains and losses on these contracts are included in the Statement of Operations. The risks of these contracts include movement in the values of the foreign currencies relative to the U.S. dollar and the possible inability of the counterparties to fulfill their obligations under the contracts, which may be in excess of the amount reflected in the Statement of Assets and Liabilities. G. CREDIT DEFAULT SWAPS The Franklin Low Duration Total Return Fund and the Franklin Total Return Fund may purchase or sell credit default swap contracts to manage or gain exposure to credit risk. Credit default swaps are agreements between two parties whereby the buyer receives credit protection and the seller guarantees the credit worthiness of a referenced debt obligation. The buyer pays the seller a periodic stream of payments over the term of the contract provided that no event of default has occurred. Such periodic payments are accrued daily and recorded as realized gain or loss upon receipt or payment there of in the Statement of Operations. In return, the buyer would be entitled to receive the par (or other agreed-upon) value of a referenced debt obligation from the counterparty to the contract in the event of a default by a third party, such as a U.S. or foreign issuer, on the debt obligation. 114 | Annual Report Franklin Investors Securities Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) G. CREDIT DEFAULT SWAPS (CONTINUED) Credit default swaps are marked to market daily based upon quotations from the market makers and the change in value, if any, is recorded as an unrealized appreciation or depreciation in the Statement of Operations. Any payment received or paid to initiate a contract is recorded as a liability or asset in the Statement of Assets and Liabilities and amortized over the life of the contract as a realized gain or loss. When the swap contract is terminated early, the Fund records a realized gain or loss for any payments received or paid. The risks of credit default swaps include unfavorable changes in interest rates, an illiquid secondary market and the possible inability of the counterparty to fulfill its obligations under the agreement, which may be in excess of the amount reflected in the Statement of Assets and Liabilities. Cash and/or securities are segregated in accounts maintained by the fund's custodian. H. CREDIT LINKED NOTES The Franklin Total Return Fund may purchase credit linked notes. Credit linked notes are intended to replicate the economic effects that would apply had the fund directly purchased the underlying reference asset or basket of assets. The risks of credit linked notes include the potential default of the underlying reference asset, the potential inability of the fund to dispose of the credit linked note in the normal course of business, and the possible inability of the counterpar-ties to fulfill their obligations under the contracts. I. MORTGAGE DOLLAR ROLLS The Funds may enter into mortgage dollar rolls, typically on a TBA basis. Mortgage dollar rolls are agreements between a fund and a financial institution to simultaneously sell and repurchase mortgage-backed securities at a future date. Gains or losses are realized on the initial sale, and the difference between the repurchase price and the sale price is recorded as an unrealized gain or loss to the fund upon entering into the mortgage dollar roll. In addition, the fund may earn interest on the cash proceeds that are received from the initial sale. During the period between the sale and repurchase, the fund is not entitled to principal and interest paid on the mortgage backed securities. The risks of mortgage dollar roll transactions include the potential inability of the counterparty to fulfill its obligations. J. SENIOR FLOATING RATE INTERESTS Senior secured corporate loans pay interest at rates which are periodically reset by reference to a base lending rate plus a spread. These base lending rates are generally the prime rate offered by a designated U.S. bank or the London InterBank Offered Rate (LIBOR). Senior secured corporate loans often require prepayment of principal from excess cash flows or at the discretion of the borrower. As a result, actual maturity may be substantially less than the stated maturity. Annual Report | 115 Franklin Investors Securities Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) J. SENIOR FLOATING RATE INTERESTS (CONTINUED) Senior secured corporate loans in which the Franklin Floating Rate Daily Access Fund and the Franklin Total Return Fund invest are generally readily marketable, but may be subject to some restrictions on resale. K. 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 taxable 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 October 31, 2008, and have determined that no provision for income tax is required in the Funds' financial statements. L. 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. Facility fees are recognized as income over the expected term of the loan. Dividend income is recorded on the ex-dividend date. Distributions to shareholders are recorded on the ex-dividend date and 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. Net investment income, other than class specific expenses, is allocated daily to each class of shares based upon the relative value of the settled shares of each class. Realized and unrealized gains and losses 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. Inflation-indexed bonds provide an inflation hedge through periodic increases or decreases in the security's interest accruals and principal redemption value, by amounts corresponding to the current rate of inflation. Any such adjustments, including adjustments to principal redemption value, are recorded as interest income. 116 | Annual Report Franklin Investors Securities Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) M. 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. N. REDEMPTION FEES A short term trading redemption fee was imposed, with some exceptions, on any fund shares that were redeemed or exchanged within seven calendar days following their purchase date. The redemption fee was 2% of the amount redeemed. Such fees were retained by the funds and accounted for as an addition to paid-in capital. Effective September 1, 2008, the redemption fee was eliminated. O. 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. 2. SHARES OF BENEFICIAL INTEREST At October 31, 2008, there were an unlimited number of shares authorized (without par value). Transactions in the Funds' shares were as follows: FRANKLIN ADJUSTABLE U.S. GOVERNMENT FRANKLIN FLOATING RATE SECURITIES FUND DAILY ACCESS FUND --------------------------- --------------------------- SHARES AMOUNT SHARES AMOUNT ----------- ------------- ----------- ------------- CLASS A SHARES: Year ended October 31, 2008 Shares sold ........................ 45,330,017 $ 402,602,305 26,731,178 $ 249,321,027 Shares issued in reinvestment of distributions ...................... 1,368,917 12,161,490 4,323,393 39,679,394 Shares redeemed ....................... (18,074,814) (160,556,673) (67,410,649) (621,371,878) ----------- ------------- ----------- ------------- Net increase (decrease) .................. 28,624,120 $ 254,207,122 (36,356,078) $(332,371,457) =========== ============= =========== ============= Year ended October 31, 2007 Shares sold ........................ 11,740,658 $ 104,080,368 45,449,542 $ 455,318,857 Shares issued in reinvestment of distributions ................... 1,374,465 12,197,091 7,259,151 72,450,526 Shares redeemed .................... (17,494,601) (155,272,674) (85,552,332) (850,517,354) ----------- ------------- ----------- ------------- Net increase (decrease) ............... (4,379,478) $ (38,995,215) (32,843,639) $(322,747,971) =========== ============= =========== ============= Annual Report | 117 Franklin Investors Securities Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 2. SHARES OF BENEFICIAL INTEREST (CONTINUED) FRANKLIN ADJUSTABLE U.S. GOVERNMENT FRANKLIN FLOATING RATE SECURITIES FUND DAILY ACCESS FUND --------------------------- --------------------------- SHARES AMOUNT SHARES AMOUNT ----------- ------------- ----------- ------------- CLASS B SHARES: Year ended October 31, 2008 Shares sold ........................... 279,595 $ 2,609,595 Shares issued in reinvestment of distributions ...................... 103,242 950,053 Shares redeemed ....................... (2,135,194) (19,705,754) ----------- ------------- Net increase (decrease) ............... (1,752,357) $ (16,146,106) ========== ============= Year ended October 31, 2007 Shares sold ........................... 671,070 $ 6,725,075 Shares issued in reinvestment of distributions ...................... 216,354 2,159,084 Shares redeemed ....................... (2,914,223) (28,871,741) ----------- ------------- Net increase (decrease) ............... (2,026,799) $ (19,987,582) =========== ============= CLASS C SHARES: Year ended October 31, 2008 Shares sold ........................... 14,050,831 $124,708,844 5,548,177 $ 51,926,100 Shares issued in reinvestment of distributions ...................... 188,688 1,675,135 1,075,167 9,896,217 Shares redeemed ....................... (3,443,603) (30,561,659) (21,092,906) (194,752,537) ---------- ------------ ----------- ------------- Net increase (decrease) ............... 10,795,916 $ 95,822,320 (14,469,562) $(132,930,220) ========== ============ =========== ============= Year ended October 31, 2007 Shares sold ........................... 1,542,997 $ 13,673,247 18,843,591 $ 189,046,271 Shares issued in reinvestment of distributions ...................... 134,527 1,193,107 1,755,971 17,522,348 Shares redeemed ....................... (1,592,092) (14,120,955) (19,373,184) (192,486,262) ---------- ------------ ----------- ------------- Net increase (decrease) ............... 85,432 $ 745,399 1,226,378 $ 14,082,357 ========== ============ =========== ============= ADVISOR CLASS SHARES: Year ended October 31, 2008(a) Shares sold ........................... 465,349 $ 4,131,712 6,787,882 $ 63,704,976 Shares issued in reinvestment of distributions ...................... 1,187 10,533 496,771 4,522,141 Shares redeemed ....................... (1,691) (15,019) (4,009,188) (37,092,169) ---------- ------------ ----------- ------------- Net increase (decrease) ............... 464,845 $ 4,127,226 3,275,465 $ 31,134,948 ========== ============ =========== ============= Year ended October 31, 2007 Shares sold ........................... 9,108,020 $ 91,476,645 Shares issued in reinvestment of distributions ...................... 341,688 3,395,371 Shares redeemed ....................... (10,087,319) (100,693,208) ----------- ------------- Net increase (decrease) ............... (637,611) $ (5,821,192) =========== ============= (a) For the period May 15, 2008 (effective date) to October 31, 2008 for the Franklin Adjustable U.S. Government Securities Fund. 118 | Annual Report Franklin Investors Securities Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 2. SHARES OF BENEFICIAL INTEREST (CONTINUED) FRANKLIN LOW DURATION TOTAL RETURN FUND FRANKLIN TOTAL RETURN FUND --------------------------- --------------------------- SHARES AMOUNT SHARES AMOUNT ----------- ------------- ----------- ------------- CLASS A SHARES: Year ended October 31, 2008 Shares sold ........................... 3,498,413 $ 34,600,717 44,337,225 $ 430,078,325 Shares issued in reinvestment of distributions ...................... 61,187 604,096 3,169,808 30,365,396 Shares redeemed ....................... (1,580,515) (15,539,505) (25,706,207) (244,875,653) ---------- ------------ ----------- ------------- Net increase (decrease) ............... 1,979,085 $ 19,665,308 21,800,826 $ 215,568,068 ========== ============ =========== ============= Year ended October 31, 2007 Shares sold ........................... 1,019,652 $ 10,002,143 38,001,519 $ 375,757,973 Shares issued in reinvestment of distributions ...................... 30,631 300,867 1,817,051 17,989,816 Shares redeemed ....................... (555,629) (5,447,727) (11,730,342) (116,169,183) ---------- ------------ ----------- ------------- Net increase (decrease) ............... 494,654 $ 4,855,283 28,088,228 $ 277,578,606 ========== ============ =========== ============= CLASS B SHARES: Year ended October 31, 2008 Shares sold ........................... 963,738 $ 9,287,696 Shares issued in reinvestment of distributions ...................... 76,219 731,940 Shares redeemed ....................... (869,648) (8,301,385) ----------- ------------- Net increase (decrease) ............... 170,309 $ 1,718,251 =========== ============= Year ended October 31, 2007 Shares sold ........................... 500,987 $ 4,950,179 Shares issued in reinvestment of distributions ...................... 71,528 708,571 Shares redeemed ....................... (627,851) (6,210,338) ----------- ------------- Net increase (decrease) ............... (55,336) $ (551,588) =========== ============= CLASS C SHARES: Year ended October 31, 2008 Shares sold ........................... 7,570,823 $ 73,400,411 Shares issued in reinvestment of distributions ...................... 379,146 3,629,812 Shares redeemed ....................... (4,424,080) (41,998,212) ----------- ------------- Net increase (decrease) ............... 3,525,889 $ 35,032,011 =========== ============= Year ended October 31, 2007 Shares sold ........................... 5,398,553 $ 53,386,701 Shares issued in reinvestment of distributions ...................... 208,906 2,067,241 Shares redeemed ....................... (1,726,775) (17,110,107) ----------- ------------- Net increase (decrease) ............... 3,880,684 $ 38,343,835 =========== ============= Annual Report | 119 Franklin Investors Securities Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 2. SHARES OF BENEFICIAL INTEREST (CONTINUED) FRANKLIN LOW DURATION FRANKLIN TOTAL RETURN FUND TOTAL RETURN FUND --------------------- ------------------------ SHARES AMOUNT SHARES AMOUNT -------- ----------- ---------- ------------ CLASS R SHARES: Year ended October 31, 2008 Shares sold..................................... 4,646,052 $ 45,076,063 Shares issued in reinvestment of distributions.. 291,877 2,796,395 Shares redeemed................................. (2,784,227) (26,649,203) ---------- ------------ Net increase (decrease)......................... 2,153,702 $ 21,223,255 ========== ============ Year ended October 31, 2007 Shares sold..................................... 3,862,765 $ 38,274,993 Shares issued in reinvestment of distributions.. 173,026 1,712,580 Shares redeemed................................. (1,233,340) (12,212,681) ---------- ------------ Net increase (decrease)......................... 2,802,451 $ 27,774,892 ========== ============ ADVISOR CLASS SHARES: Year ended October 31, 2008 (a) Shares sold..................................... 561,358 $ 5,551,066 16,159,792 $153,681,720 Shares issued in reinvestment of distributions.. 2,328 22,960 1,213,934 11,603,054 Shares redeemed................................. (555,877) (5,487,367) (5,564,488) (51,463,877) -------- ----------- ---------- ------------ Net increase (decrease)......................... 7,809 $ 86,659 11,809,238 $113,820,897 ======== =========== ========== ============ Year ended October 31, 2007 Shares sold..................................... 6,859,193 $ 68,063,219 Shares issued in reinvestment of distributions.. 792,896 7,862,513 Shares redeemed................................. (1,773,903) (17,609,017) ---------- ------------ Net increase (decrease)......................... 5,878,186 $ 58,316,715 ========== ============ (a) For the period May 15, 2008 (effective date) to October 31, 2008 for the Franklin Low Duration Total Return Fund. 3. TRANSACTIONS WITH AFFILIATES Franklin Resources, Inc. is the holding company for various subsidiaries that together are referred to as Franklin Templeton Investments. Certain officers and trustees of the Trust are also officers and/or directors of the following subsidiaries: SUBSIDIARY AFFILIATION - ---------- ----------- Franklin Advisers, Inc. (Advisers) Investment manager Franklin Templeton Institutional, LLC (FT Institutional) Investment manager Franklin Advisers, Inc. (Advisers) Administrative 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 120 | Annual Report Franklin Investors Securities Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. TRANSACTIONS WITH AFFILIATES (CONTINUED) A. MANAGEMENT FEES The Franklin Adjustable U.S. Government Securities 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 - ------------------- ---------- 0.400% Up to and including $5 billion 0.350% Over $5 billion, up to and including $10 billion 0.330% Over $10 billion, up to and including 15 billion 0.300% In excess of $15 billion The Franklin Floating Rate Daily Access 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 - ------------------- ---------- 0.450% Up to and including $500 million 0.350% Over $500 million, up to and including $1 billion 0.300% Over $1 billion, up to and including $1.5 billion 0.250% Over $1.5 billion, up to and including $6.5 billion 0.225% Over $6.5 billion, up to and including $11.5 billion 0.200% Over $11.5 billion, up to and including $16.5 billion 0.190% Over $16.5 billion, up to and including $19 billion 0.180% Over $19 billion, up to and including $21.5 billion 0.170% In excess of $21.5 billion The Franklin Low Duration Total Return Fund and the Franklin Total Return Fund pay an investment management fee to Advisers based on the average daily net assets of each of the funds as follows: ANNUALIZED FEE RATE NET ASSETS - ------------------- ---------- 0.425% Up to and including $500 million 0.325% Over $500 million, up to and including $1 billion 0.280% Over $1 billion, up to and including $1.5 billion 0.235% Over $1.5 billion, up to and including $6.5 billion 0.215% Over $6.5 billion, up to and including $11.5 billion 0.200% Over $11.5 billion, up to and including $16.5 billion 0.190% Over $16.5 billion, up to and including $19 billion 0.180% Over $19 billion, up to and including $21.5 billion 0.170% In excess of $21.5 billion Under a subadvisory agreement, FT Institutional, an affiliate of Advisers, provides subadvisory services to the Franklin Total Return Fund and receives from Advisers fees based on the average daily net assets of the fund. Annual Report | 121 Franklin Investors Securities Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. TRANSACTIONS WITH AFFILIATES (CONTINUED) B. ADMINISTRATIVE FEES The Franklin Adjustable U.S. Government Securities Fund pays an administrative fee to Advisers based on the fund's average daily net assets as follows: ANNUALIZED FEE RATE NET ASSETS - ------------------- ---------- 0.100% Up to and including $5 billion 0.090% Over $5 billion, up to and including $10 billion 0.080% In excess of $10 billion The Franklin Floating Rate Daily Access Fund, the Franklin Low Duration Total Return Fund and the Franklin Total Return Fund pay an administrative fee to FT Services of 0.20% per year of the average daily net assets of each of the funds. C. DISTRIBUTION FEES The Trust's Board of Trustees has adopted distribution plans for each share class, with the exception of Advisor Class shares, pursuant to Rule 12b-1 under the 1940 Act. Under the 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. In addition, under the Funds' compensation distribution plans, the Funds pay Distributors for costs incurred in connection with the servicing, sale and distribution of each fund's shares up to the maximum annual plan rate for each class. The maximum annual plan rates, based on the average daily net assets, for each class, are as follows: FRANKLIN FRANKLIN FRANKLIN ADJUSTABLE FLOATING LOW DURATION FRANKLIN U.S. GOVERNMENT RATE DAILY TOTAL RETURN TOTAL RETURN SECURITIES FUND ACCESS FUND FUND FUND --------------- ----------- ------------ ------------ Reimbursement Plans: Class A ......... 0.25% -- -- 0.25% Compensation Plans: Class A ......... -- 0.25% 0.25% -- Class B ......... -- 1.00% -- 0.65% Class C ......... 0.65% 0.65% -- 0.65% Class R ......... -- -- -- 0.50% 122 | Annual Report Franklin Investors Securities Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. TRANSACTIONS WITH AFFILIATES (CONTINUED) D. SALES CHARGES/UNDERWRITING AGREEMENTS Distributors has advised the Funds of the following commission transactions related to the sales and redemptions of the Funds' shares for the year: FRANKLIN FRANKLIN FRANKLIN ADJUSTABLE FLOATING LOW DURATION FRANKLIN U.S. GOVERNMENT RATE DAILY TOTAL RETURN TOTAL RETURN SECURITIES FUND ACCESS FUND FUND FUND --------------- ----------- ------------ ------------ Sales charges retained net of commissions paid to unaffiliated broker/dealers .. $58,717 $ 45,740 $18,359 $702,297 Contingent deferred sales charges retained ............................. $55,180 $267,189 $ 1,998 $ 73,697 E. TRANSFER AGENT FEES For the year ended October 31, 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 FRANKLIN FRANKLIN ADJUSTABLE FLOATING LOW DURATION FRANKLIN U.S. GOVERNMENT RATE DAILY TOTAL RETURN TOTAL RETURN SECURITIES FUND ACCESS FUND FUND FUND --------------- ----------- ------------ ------------ Transfer agent fees ..................... $319,699 $991,829 $13,316 $1,267,106 F. WAIVER AND EXPENSE REIMBURSEMENTS Advisers and FT Services have agreed in advance to waive all or a portion of their respective fees and to assume payment of other expenses through February 28, 2009 for the Franklin Low Duration Total Return Fund and the Franklin Total Return. Total expenses waived or paid are not subject to reimbursement by the fund subsequent to the fund's fiscal year end. After February 28, 2009, Advisers and FT Services may discontinue this waiver at any time upon notice to the fund's Board of Trustees. G. OTHER AFFILIATED TRANSACTIONS At October 31, 2008, Advisers or the investment companies managed by Advisers owned 8.01% and 21.50%, respectively, of the Franklin Low Duration Total Return Fund's and the Franklin Total Return Fund's outstanding shares. 4. EXPENSE OFFSET ARRANGEMENT The Funds have entered into an arrangement with their custodian whereby credits realized as a result of uninvested cash balances are used to reduce a portion of the Funds' custodian expenses. During the year ended October 31, 2008, the custodian fees were reduced as noted in the Statements of Operations. Annual Report | 123 Franklin Investors Securities Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 5. INCOME TAXES For tax purposes, capital losses may be carried over to offset future capital gains, if any. At October 31, 2008, the capital loss carryforwards were as follows: FRANKLIN FRANKLIN FRANKLIN ADJUSTABLE FLOATING LOW DURATION FRANKLIN U.S. GOVERNMENT RATE DAILY TOTAL RETURN TOTAL RETURN SECURITIES FUND ACCESS FUND FUND FUND --------------- ------------ ------------ ------------ Capital loss carryforwards expiring in: 2009 ................................. $ 1,279,055 $ -- $ -- $ 1,361,562 2010 ................................. -- 192,099,191 -- 550,214 2011 ................................. 585,362 108,452,146 -- -- 2012 ................................. 1,039,514 74,147,691 -- -- 2013 ................................. 2,782,773 -- 38,924 466,273 2014 ................................. 3,962,538 -- 108,726 5,783,491 2015 ................................. 2,492,027 17,905,138 18,880 1,438,217 2016 ................................. 1,492,445 91,389,184 215,718 35,203,346 ----------- ------------ -------- ----------- $13,633,714 $483,993,350 $382,248 $44,803,103 =========== ============ ======== =========== On October 31, 2008, the Franklin Adjustable U.S. Government Securities Fund had expired capital loss carryforwards of $3,438,157, which were reclassified to paid-in capital. The tax character of distributions paid during the years ended October 31, 2008 and 2007, was as follows: FRANKLIN ADJUSTABLE U.S. GOVERNMENT FRANKLIN FLOATING RATE SECURITIES FUND DAILY ACCESS FUND ------------------------- -------------------------- 2008 2007 2008 2007 ----------- ----------- ----------- ------------ Distributions paid from: Ordinary income ..... $17,879,832 $18,357,808 $77,463,889 $137,453,559 =========== =========== =========== ============ FRANKLIN LOW DURATION TOTAL RETURN FUND FRANKLIN TOTAL RETURN FUND ------------------------- -------------------------- 2008 2007 2008 2007 ----------- ----------- ----------- ------------ Distributions paid from: Ordinary income ..... $951,671 $563,718 $65,989,690 $43,926,838 ======== ======== =========== =========== 124 | Annual Report Franklin Investors Securities Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 5. INCOME TAXES (CONTINUED) At October 31, 2008, the cost of investments, net unrealized appreciation (depreciation) and undistributed ordinary income for income tax purposes were as follows: FRANKLIN FRANKLIN FRANKLIN ADJUSTABLE FLOATING LOW DURATION FRANKLIN U.S. GOVERNMENT RATE DAILY TOTAL RETURN TOTAL RETURN SECURITIES FUND ACCESS FUND FUND FUND --------------- -------------- ------------ -------------- Cost of investments ....... $712,613,119 $1,350,568,152 $35,774,408 $1,677,865,210 ------------ -------------- ----------- -------------- Unrealized appreciation ... $ 1,343,417 $ 530,316 $ 138,479 $ 2,465,927 Unrealized depreciation ... (3,839,907) (286,906,921) (1,464,708) (193,220,095) ------------ -------------- ----------- -------------- Net unrealized appreciation (depreciation) ......... $ (2,496,490) $ (286,376,605) $(1,326,229) $ (190,754,168) ------------ -------------- ----------- -------------- Distributable earnings - Ordinary income ........ $ 283,628 $ 1,960,062 $ 488,033 $ 34,005,984 ------------ -------------- ----------- -------------- Net investment income differs for financial statement and tax purposes primarily due to differing treatments of defaulted securities, foreign currency transactions, mortgage dollar rolls, paydown losses, credit default swaps, bond discounts and premiums and inflation related adjustments on foreign securities. Net realized gains (losses) differ for financial statement and tax purposes primarily due to differing treatments of wash sales, foreign currency transactions, mortgage dollar rolls, financial futures transactions, paydown losses, credit default swaps, bond discounts and premiums, and inflation related adjustments on foreign securities. 6. INVESTMENT TRANSACTIONS Purchases and sales of investments (excluding short term securities) for the year ended October 31, 2008, were as follows: FRANKLIN FRANKLIN FRANKLIN ADJUSTABLE FLOATING LOW DURATION FRANKLIN U.S. GOVERNMENT RATE DAILY TOTAL RETURN TOTAL RETURN SECURITIES FUND ACCESS FUND FUND FUND --------------- -------------- ------------ -------------- Purchases ................. $282,318,493 $424,156,043 $45,892,899 $4,840,601,328 Sales ..................... $ 89,027,251 $827,720,534 $27,445,362 $4,491,731,518 7. INVESTMENTS IN FRANKLIN INSTITUTIONAL FIDUCIARY TRUST MONEY MARKET PORTFOLIO The Funds may invest in the Franklin Institutional Fiduciary Trust Money Market Portfolio (Sweep Money Fund), an open-end investment company managed by Advisers. Management fees paid by the Funds are reduced on assets invested in the Sweep Money Fund, in an amount not to exceed the management and administrative fees paid by the Sweep Money Fund. Annual Report | 125 Franklin Investors Securities Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 8. CREDIT DEFAULT SWAPS At October 31, 2008, the Franklin Low Duration Total Return Fund and the Franklin Total Return Fund had the following credit default swap contracts outstanding: PERIODIC NOTIONAL PAYMENT EXPIRATION UNREALIZED UNREALIZED AMOUNT (a) RATE DATE APPRECIATION DEPRECIATION ----------- -------- ---------- ------------ ------------ FRANKLIN LOW DURATION TOTAL RETURN FUND CONTRACTS TO BUY PROTECTION REFERENCED DEBT OBLIGATION (SWAP COUNTERPARTY) Aetna Inc. (Merrill Lynch) ....................... $ 100,000 0.62% 3/20/13 $ 3,236 $ -- Comcast Corp. (Merrill Lynch) .................... 100,000 0.33% 3/20/11 2,874 -- Cox Communications Inc. (JPMorgan Chase) ......... 200,000 0.98% 6/20/13 66 -- Interpublic Group of Cos. Inc. (Citigroup) ....... 200,000 4.89% 12/20/09 8,212 -- Interpublic Group of Cos. Inc. (Citigroup) ....... 500,000 5.15% 9/20/11 42,670 -- Interpublic Group of Cos. Inc. (Merrill Lynch) ... 500,000 2.74% 12/20/10 55,282 -- Sprint Capital Corp. (Merrill Lynch) ............. 1,000,000 3.15% 3/20/12 82,067 -- Textron Financial Corp. (Merrill Lynch) .......... 250,000 0.27% 12/20/10 24,993 -- Viacom Inc. (Merrill Lynch) ...................... 100,000 0.45% 6/20/11 4,020 -- CONTRACTS TO SELL PROTECTION REFERENCED DEBT OBLIGATION (SWAP COUNTERPARTY) CDX.NA.IG.11 (Credit Suisse) ..................... 2,000,000 1.50% 12/20/13 -- (31,501) LCDX.NA.10 (JPMorgan Chase) ...................... 1,000,000 3.25% 6/20/13 -- (94,610) Time Warner Cable Inc. (JPMorgan Chase) .......... 200,000 1.83% 6/20/13 -- (5,547) UnitedHealth Group Inc. (Merrill Lynch) .......... 200,000 0.88% 3/20/13 -- (14,830) ---------- ----------- Unrealized appreciation (depreciation) on credit default swaps ....................... 223,420 (146,488) ---------- ----------- Net unrealized appreciation (depreciation) on credit default swaps .. $ 76,932 ========== FRANKLIN TOTAL RETURN FUND CONTRACTS TO BUY PROTECTION REFERENCED DEBT OBLIGATION (SWAP COUNTERPARTY) Aetna Inc. (JP Morgan Chase) ..................... $ 2,850,000 0.58% 3/20/13 $ 96,701 $ -- Aetna Inc. (Merrill Lynch) ....................... 5,000,000 0.62% 3/20/13 161,779 -- Capital One Financial Corp. (Goldman Sachs) ...... 8,400,000 1.95% 3/20/18 428,694 -- Centex Corp. (Merrill Lynch) ..................... 10,000,000 4.30% 3/20/11 400,507 -- Comcast Corp. (Merrill Lynch) .................... 7,000,000 0.33% 3/20/11 201,174 -- Cox Communications Inc. (Goldman Sachs) .......... 10,000,000 0.98% 6/20/13 3,310 -- 126 | Annual Report Franklin Investors Securities Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 8. CREDIT DEFAULT SWAPS (CONTINUED) PERIODIC NOTIONAL PAYMENT EXPIRATION UNREALIZED UNREALIZED AMOUNT (a) RATE DATE APPRECIATION DEPRECIATION ----------- -------- ---------- ------------ ------------ FRANKLIN TOTAL RETURN FUND(CONTINUED) CONTRACTS TO BUY PROTECTION (CONTINUED) REFERENCED DEBT OBLIGATION (SWAP COUNTERPARTY) (CONTINUED) Crown European Holdings SA (Citigroup) ........... $10,000,000 EUR 2.00% 9/20/11 $ 27,450 $ -- Goldman Sachs Group Inc. (Credit Suisse) ......... 5,000,000 4.00% 9/20/12 -- (108,722) Interpublic Group of Cos. Inc. (Citigroup) ....... 9,800,000 4.89% 12/20/09 402,386 -- Interpublic Group of Cos. Inc. (Citigroup) ....... 9,500,000 5.15% 9/20/11 810,726 -- Interpublic Group of Cos. Inc. (Merrill Lynch) ... 8,500,000 2.74% 12/20/10 939,803 -- iStar Financial Inc. (Credit Suisse) ............. 3,600,000 2.92% 3/20/18 1,959,737 -- NiSource Finance Corp. (Citigroup) ............... 8,110,000 1.50% 11/23/09 51,814 -- Pulte Homes Inc. (Merrill Lynch) ................. 3,000,000 2.96% 9/20/11 85,345 -- Sprint Capital Corp. (Merrill Lynch) ............. 4,256,000 3.15% 3/20/12 349,277 -- Textron Financial Corp. (Merrill Lynch) .......... 16,750,000 0.27% 12/20/10 1,674,528 -- Viacom Inc. (Merrill Lynch) ...................... 10,000,000 0.35% 6/20/11 426,666 -- Viacom Inc. (Merrill Lynch) ...................... 6,000,000 0.45% 6/20/11 241,223 -- CONTRACTS TO SELL PROTECTION REFERENCED DEBT OBLIGATION (SWAP COUNTERPARTY) Capital One Financial Corp. (Goldman Sachs) ...... 14,030,000 2.60% 3/20/13 -- (413,559) iStar Financial Inc. (Credit Suisse) ............. 3,600,000 4.00% 3/20/13 -- (1,777,376) Time Warner Cable Inc. (Goldman Sachs) ........... 10,000,000 1.83% 6/20/13 -- (277,338) UnitedHealth Group Inc. (JPMorgan Chase) ......... 2,850,000 0.85% 3/20/13 -- (214,556) UnitedHealth Group Inc. (Merrill Lynch) .......... 10,000,000 0.88% 3/20/13 -- (741,510) ---------- ----------- Unrealized appreciation (depreciation) on credit default swaps ....................... 8,261,120 (3,533,061) ---------- ----------- Net unrealized appreciation (depreciation) on credit default swaps .. $4,728,059 ========== (a) In U.S. dollars unless otherwise indicated. CURRENCY ABBREVIATION EUR - Euro Annual Report | 127 Franklin Investors Securities Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 9. FINANCIAL FUTURES AND FORWARD EXCHANGE CONTRACTS At October 31, 2008, the Franklin Low Duration Total Return Fund and the Franklin Total Return Fund had the following financial futures contracts outstanding: UNREALIZED NUMBER OF DELIVERY CONTRACT APPRECIATION CONTRACTS DATE FACE VALUE (DEPRECIATION) --------- -------- ------------ -------------- FRANKLIN LOW DURATION TOTAL RETURN FUND CONTRACTS TO BUY U.S. Treasury 2 Year Note ............. 20 12/31/08 $ 4,000,000 $ 35,653 CONTRACTS TO SELL U.S. Treasury 5 Year Note ............. 8 12/31/08 $ 800,000 $ 2,097 FRANKLIN TOTAL RETURN FUND CONTRACTS TO BUY U.S. Treasury 2 Year Note ............. 515 12/31/08 $103,000,000 $1,240,869 U.S. Treasury 10 Year Note ............ 250 12/19/08 25,000,000 (477,188) CONTRACTS TO SELL U.S. Treasury Bond .................... 80 12/19/08 $ 8,000,000 $ 250,318 U.S. Treasury 5 Year Note ............. 170 12/31/08 17,000,000 (198,316) At October 31, 2008, the Franklin Low Duration Total Return Fund and the Franklin Total Return Fund had the following forward exchange contracts outstanding: CONTRACT SETTLEMENT UNREALIZED UNREALIZED AMOUNT (a) DATE APPRECIATION DEPRECIATION -------------- ---------- ------------ ------------ FRANKLIN LOW DURATION TOTAL RETURN FUND CONTRACTS TO BUY 92,387 Swiss Franc .......... 85,000 11/28/08 $ -- $ (5,278) 3,953,250 Japanese Yen ......... 37,884 1/22/09 2,411 -- 5,777,000 Japanese Yen ......... 57,753 4/14/09 1,362 -- 458,108 Malaysian Ringgit .... 75,000 GBP 5/26/09 9,966 -- 517,900 Singapore Dollar ..... 250,000 EUR 5/26/09 34,423 -- 260,000 U S Dollar ........... 170,469 EUR 6/18/09 43,433 -- 2,956,500 Japanese Yen ......... 18,346 EUR 6/24/09 7,057 -- 24,000 Chinese Yuan ......... 2,500 EUR 9/18/09 247 -- 149,700 Chinese Yuan ......... 15,642 EUR 9/23/09 1,473 -- 67,000 Chinese Yuan ......... 6,904 EUR 9/24/09 782 -- 2,800,000 Japanese Yen ......... 27,309 9/28/09 1,590 -- 90,000 Malaysian Ringgit .... 18,399 EUR 9/30/09 2,185 -- 58,724 Chinese Yuan ......... 6,231 EUR 10/15/09 449 -- 19,095 Chinese Yuan ......... 2,761 10/23/09 -- (38) 37,968 Chinese Yuan ......... 5,460 10/26/09 -- (47) 18,971 Chinese Yuan ......... 2,708 10/27/09 -- (4) CONTRACTS TO SELL 50,000,000 South Korean Won ..... 60,950 CHF 12/18/08 13,473 -- 100,000 Euro ................. 15,588,600 JPY 2/27/09 32,008 -- 100,000 Euro ................. 149,115 2/27/09 21,963 -- 128 | Annual Report Franklin Investors Securities Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 9. FINANCIAL FUTURES AND FORWARD EXCHANGE CONTRACTS (CONTINUED) CONTRACT SETTLEMENT UNREALIZED UNREALIZED AMOUNT (a) DATE GAIN LOSS -------------- ---------- ----------- ---------- FRANKLIN LOW DURATION TOTAL RETURN FUND (CONTINUED) CONTRACTS TO SELL (CONTINUED) 165,000 Euro ................. 255,767 4/17/09 $ 46,117 $ -- 165,000 Euro ................. 25,532,100 JPY 4/17/09 51,654 -- 289,180 New Zealand Dollar ... 1,947,713,448 IDR 8/04/09 2,205 -- ----------- --------- Unrealized appreciation (depreciation) on forward exchange contracts .............. 272,798 (5,367) ----------- --------- Net unrealized appreciation (depreciation) on forward exchange contracts .......... $ 267,431 =========== FRANKLIN TOTAL RETURN FUND CONTRACTS TO BUY 6,298,586 Swiss Franc .......... 5,795,000 11/28/08 $ -- $(359,846) 218,558,250 Japanese Yen ......... 2,094,433 1/22/09 133,305 -- 265,742,000 Japanese Yen ......... 2,656,623 4/14/09 62,672 -- 21,531,053 Malaysian Ringgit .... 3,525,000 GBP 5/26/09 468,403 -- 27,448,700 Singapore Dollar ..... 13,250,000 EUR 5/26/09 1,824,394 -- 14,020,000 U S Dollar ........... 9,192,237 EUR 6/18/09 2,342,042 -- 215,824,500 Japanese Yen ......... 1,339,277 EUR 6/24/09 515,155 -- 1,016,000 Chinese Yuan ......... 105,833 EUR 9/18/09 10,445 -- 6,329,900 Chinese Yuan ......... 661,411 EUR 9/23/09 62,288 -- 2,824,000 Chinese Yuan ......... 290,999 EUR 9/24/09 32,961 -- 36,349,888 Russian Ruble ........ 1,729,247 AUD 9/24/09 4,954 -- 85,000,000 Japanese Yen ......... 829,026 9/28/09 48,282 -- 55,943,933 Russian Ruble ........ 2,689,034 AUD 9/28/09 -- (10,756) 12,560,000 Malaysian Ringgit .... 2,567,720 EUR 9/30/09 304,874 -- 13,930,596,086 Viet Nam Dong ........ 1,131,226 AUD 10/07/09 -- (10,629) 4,599,206 Chinese Yuan ......... 993,714 AUD 10/13/09 8,782 -- 2,487,166 Chinese Yuan ......... 263,918 EUR 10/15/09 19,021 -- 4,732,477 Chinese Yuan ......... 1,004,920 AUD 10/19/09 20,622 -- 3,007,421 Chinese Yuan ......... 434,787 10/23/09 -- (5,989) 5,097,153 Chinese Yuan ......... 732,967 10/26/09 -- (6,277) 3,049,528 Chinese Yuan ......... 435,336 10/27/09 -- (583) CONTRACTS TO SELL 3,300,000,000 South Korean Won ..... 4,022,722 CHF 12/18/08 889,185 -- 8,400,000 Euro ................. 1,309,442,400 JPY 2/27/09 2,688,688 -- 8,400,000 Euro ................. 12,525,660 2/27/09 1,844,857 -- 9,727,500 Euro ................. 14,931,226 4/06/09 2,569,426 -- 243,647,600 Mexican Peso ......... 22,069,529 4/07/09 3,846,111 -- 8,638,000 Euro ................. 1,336,644,120 JPY 4/17/09 2,704,187 -- 8,638,000 Euro ................. 13,389,764 4/17/09 2,414,296 -- 5,201,175,000 South Korean Won ..... 5,250,000 4/27/09 1,132,468 -- 50,419,174 Mexican Peso ......... 196,307,052 INR 5/15/09 192,612 -- 3,276,627 New Zealand Dollar ... 22,069,065,564 IDR 8/04/09 24,984 -- 1,213,924 New Zealand Dollar ... 20,369,637 RUB 8/12/09 -- (52,065) Annual Report | 129 Franklin Investors Securities Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 9. FINANCIAL FUTURES AND FORWARD EXCHANGE CONTRACTS (CONTINUED) CONTRACT SETTLEMENT UNREALIZED UNREALIZED AMOUNT (a) DATE GAIN LOSS -------------- ---------- ----------- ---------- FRANKLIN TOTAL RETURN FUND (CONTINUED) CONTRACTS TO SELL (CONTINUED) 1,139,367 New Zealand Dollar ... 13,807,414,869 VND 8/14/09 $ 97,091 $ -- 1,205,982 New Zealand Dollar ... 20,183,315 RUB 8/14/09 -- (53,406) ----------- --------- Unrealized appreciation (depreciation) on forward exchange contracts .............. 24,262,105 (499,551) ----------- --------- Net unrealized appreciation (depreciation) on forward exchange contracts ........... $23,762,554 =========== (a) In U.S. dollars unless otherwise indicated. CURRENCY ABBREVIATIONS AUD - Australian Dollar CHF - Swiss Franc EUR - Euro GBP - British Pound Sterling IDR - Indonesian Rupiah INR - Indian Rupee JPY - Japanese Yen RUB - Russian Ruble VND - Viet Nam Dong 10. CREDIT RISK AND DEFAULTED SECURITIES The Franklin Floating Rate Daily Access Fund has 78.79% of its portfolio invested in senior secured floating rate notes, or other securities rated below investment grade. These securities may be more sensitive to economic conditions causing greater price volatility and are potentially subject to a greater risk of loss due to default than higher rated securities. The funds held defaulted securities and/or other securities for which the income has been deemed uncollectible. At October 31, 2008, the value of these securities for the Franklin Floating Rate Daily Access Fund, the Franklin Low Duration Total Return Fund, and the Franklin Total Return Fund was $1,298,243, $27,000, and $810,000, respectively, representing 0.12%, 0.08%, and 0.06%, respectively, of each fund's net assets. The funds discontinue accruing income on securities for which income has been deemed uncollectible and provide an estimate for losses on interest receivable. The securities have been identified on the accompanying Statement of Investments. 11. UNFUNDED LOAN COMMITMENTS The Franklin Floating Rate Daily Access Fund and the Franklin Total Return Fund may enter into certain credit agreements, all or a portion of which may be unfunded. The funds are obligated to fund these loan commitments at the borrowers' discretion. Funded portions of credit agreements are presented on the Statements of Investments. 130 | Annual Report Franklin Investors Securities Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 11. UNFUNDED LOAN COMMITMENTS (CONTINUED) At October 31, 2008, unfunded commitments were as follows: UNFUNDED BORROWER COMMITMENT - -------- ----------- FRANKLIN FLOATING RATE DAILY ACCESS FUND Bausch and Lomb Inc., Delayed Draw Term Loan ............ $ 969,993 Community Health Systems Inc., Delayed Draw Term Loan ... 903,685 Manitowoc Co Inc., Term Loan B .......................... 10,900,000 Sealy Mattress Co., Revolver ............................ 556,500 ----------- $13,330,178 =========== FRANKLIN TOTAL RETURN FUND Community Health Systems Inc., Delayed Draw Term Loan ... $ 102,087 =========== Unfunded loan commitments and funded portions of credit agreements are marked to market daily and any unrealized appreciation or depreciation is included in the Statement of Assets and Liabilities and Statement of Operations. 12. CREDIT FACILITY Effective June 30, 2008, the Franklin Floating Rate Daily Access Fund entered into a committed, senior, secured 364 day line of credit, up to a maximum amount of $100 million (Committed Credit Facility) with a bank, for temporary liquidity purposes. The Committed Credit Facility replaced an existing senior, secured, uncommitted, advised line of credit (Advised Line) that the fund and another investment company had entered into with that bank. Interest on outstanding draws under the terms of the Committed Credit Facility will be charged at the Federal Funds Rate plus 0.60%. Fees and other expenses are charged over the term of the Committed Credit Facility. The fund must segregate securities as collateral for any outstanding loan advances at a ratio of 5:1. During the year ended October 31, 2008, the fund did not utilize the Committed Credit Facility or the Advised Line to the Credit Facility Note. 13. FUND LITIGATION On July 6, 2003, Adelphia Communications Corp. ("Adelphia") and related parties, along with its Official Committee of Unsecured Creditors, (collectively "Plaintiffs") filed an adversary proceeding in the then-pending Adelphia bankruptcy case in the U.S. Bankruptcy Court for the Southern District of New York against more than 400 banks, financial services companies, insurance companies, investment banks, mutual funds and other parties that had arranged for the sale of, or purchased the bank debt of, Adelphia or its related parties. Named defendants included Franklin Floating Rate Daily Access Fund (individually and as successor to the Franklin Floating Rate Trust's interests in the credit facilities at issue), Franklin Floating Rate Trust, and Franklin Floating Rate Master Series (collectively the "Franklin Defendants"), and Franklin CLOs I-III, Annual Report | 131 Franklin Investors Securities Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 13. FUND LITIGATION (CONTINUED) among other defendants. In addition, Advisers was originally named as a defendant, but later dismissed from the lawsuit. The complaint alleged that the purchasers of this bank debt knew, or should have known, that the loan proceeds would not benefit Adelphia, but instead would be used to enrich Adelphia insiders and sought avoidance of the loans and recovery of fraudulent transfers (the "Complaint"). The agent bank and investment bank defendants moved to dismiss the Complaint, which the Bankruptcy Court granted in part and denied in part, with leave to amend the Complaint. The reference to the bankruptcy was withdrawn and the matter is now before the United States District Court for the Southern District of New York. On October 22, 2007, Plaintiffs filed an amended complaint, largely duplicating the allegations in the original Complaint, and adding hundreds of additional syndicate lender defendants (the "Amended Complaint"). The Franklin Defendants, among others, moved to dismiss the Amended Complaint on December 20, 2007. On June 17, 2008, the court granted the motions and dismissed all of the claims against certain defendants, including the Franklin Defendants, while leaving other claims against other defendants outstanding. On July 17, 2008, defendants, including the Franklin Defendants, filed a motion asking the court to enter final judgment with respect to the dismissed claims. Plaintiffs then agreed to the entry of a final judgment and the parties filed a stipulation to that effect with the court. On December 8, 2008, the court accepted the parties' stipulation and entered final judgment with respect to the dismissed claims. Plaintiffs have 30 days to appeal that judgment. 14. NEW ACCOUNTING PRONOUNCEMENTS In September 2006, 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 not have a material impact on its financial statements. In March 2008, FASB issued FASB Statement No. 161, "Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133" (SFAS 161), which expands disclosures about derivative investments and hedging activities. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. The Funds are currently evaluating the impact, if any, of applying the various provisions of SFAS 161. 132 | Annual Report Franklin Investors Securities Trust NOTES TO FINANCIAL STATEMENTS (CONTINUED) 14. NEW ACCOUNTING PRONOUNCEMENTS (CONTINUED) In September, 2008, the FASB issued FSP FAS 133-1 and FIN 45-4 which amended FASB Statement 133, "Accounting for Derivative Instruments and Hedging Activities", to require sellers of credit derivatives to provide additional disclosure over credit-indexed derivative instruments including credit default swaps, credit spread options and credit index products and hybrid instruments that have embedded credit derivatives. This FSP also amends FASB Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, to require additional disclosures about the status of the risk of payment or performance risk of a guarantee. The FSP is effective for reporting periods (annual or interim) ending after November 15, 2008. The funds are currently reviewing the expanded disclosure requirements and believe the adoption of FSP FAS 133-1 and FIN 45-4 will not have a material impact on the financial statements. Annual Report | 133 Franklin Investors Securities Trust REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE BOARD OF TRUSTEES AND SHAREHOLDERS OF FRANKLIN INVESTORS SECURITIES 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 Adjustable U.S. Government Securities Fund, Franklin Floating Rate Daily Access Fund, Franklin Low Duration Total Return Fund and Franklin Total Return Fund (separate portfolios of Franklin Investors Securities Trust, hereafter referred to as the "Funds") at October 31, 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 October 31, 2008 by correspondence with the custodian, brokers, and agent banks, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP San Francisco, California December 17, 2008 134 | Annual Report Franklin Investors Securities Trust TAX DESIGNATION (UNAUDITED) Under Section 871(k)(1)(C) of the Internal Revenue Code (Code), the Funds designate the maximum amount allowable but no less than the following amounts as interest related dividends for purposes of the tax imposed under Section 871(a)(1)(A) of the Code for the fiscal year ended October 31, 2008. FRANKLIN FRANKLIN FRANKLIN ADJUSTABLE FLOATING RATE LOW DURATION FRANKLIN U.S. GOVERNMENT DAILY ACCESS TOTAL RETURN TOTAL RETURN SECURITIES FUND FUND FUND FUND - --------------- ------------- ------------ ------------ $17,856,057 $71,436,508 $927,814 $54,250,359 Under Section 854(b)(2) of the Code, Franklin Total Return Fund designates 1.18% of the ordinary income dividends as income qualifying for the dividends received deduction for the fiscal year ended October 31, 2008. Annual Report | 135 Franklin Investors Securities Trust BOARD MEMBERS AND OFFICERS The name, year of birth and address of the officers and board members, as well as their affiliations, positions held with the Trust, principal occupations during the past five years and number of portfolios overseen in the Franklin Templeton Investments fund complex are shown below. Generally, each board member serves until that person's successor is elected and qualified. INDEPENDENT BOARD MEMBERS NUMBER OF PORTFOLIOS IN FUND NAME, YEAR OF BIRTH AND LENGTH OF COMPLEX OVERSEEN ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------------- -------------- ------------------ ------------------ ------------------------------------- HARRIS J. ASHTON (1932) Trustee Since 1986 143 Bar-S Foods (meat packing company). One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director of various companies; and FORMERLY, Director, RBC Holdings, Inc. (bank holding company) (until 2002); and President, Chief Executive Officer and Chairman of the Board, General Host Corporation (nursery and craft centers) (until 1998). ROBERT F. CARLSON (1928) Trustee Since 2007 120 None One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Retired; and FORMERLY, Vice President, senior member and President, Board of Administration, California Public Employees Retirement Systems (CALPERS) (1971-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 120 Chevron Corporation (global energy One Franklin Parkway company) and ICO Global Communications San Mateo, CA 94403-1906 (Holdings) Limited (satellite company). PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Private investor; and FORMERLY, Chairman of the Board, Vodafone AirTouch, PLC (wireless company); Chairman of the Board and Chief Executive Officer, AirTouch Communications (cellular communications) (1993-1998) and Pacific Telesis Groups (telephone holding company) (1988-1994). EDITH E. HOLIDAY (1952) Trustee Since 1998 143 Hess Corporation (exploration and One Franklin Parkway refining of oil and gas), H.J. Heinz San Mateo, CA 94403-1906 Company (processed foods and allied products), RTI International Metals, Inc. (manufacture and distribution of titanium), Canadian National Railway (railroad) and White Mountains Insurance Group, Ltd. (holding company). PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director or Trustee of various companies and trusts; and FORMERLY, Assistant to the President of the United States and Secretary of the Cabinet (1990-1993); General Counsel to the United States Treasury Department (1989-1990); and Counselor to the Secretary and Assistant Secretary for Public Affairs and Public Liaison-United States Treasury Department (1988-1989). 136 | Annual Report NUMBER OF PORTFOLIOS IN FUND NAME, YEAR OF BIRTH AND LENGTH OF COMPLEX OVERSEEN ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------------- -------------- ------------------ ------------------ ------------------------------------- FRANK W.T. LAHAYE (1929) Trustee Since 1986 120 Center for Creative Land Recycling One Franklin Parkway (brownfield redevelopment). San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: General Partner, Las Olas L.P. (Asset Management); and FORMERLY, Chairman, Peregrine Venture Management Company (venture capital). FRANK A. OLSON (1932) Trustee Since 2005 143 Hess Corporation (exploration and One Franklin Parkway refining of oil and gas) and Sentient San Mateo, CA 94403-1906 Jet (private jet service). PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Chairman Emeritus, The Hertz Corporation (car rental) (since 2000) (Chairman of the Board (1980-2000) and Chief Executive Officer (1977-1999)); and FORMERLY, Chairman of the Board, President and Chief Executive Officer, UAL Corporation (airlines). LARRY D. THOMPSON (1945) Trustee Since 2007 143 None One Franklin Parkway San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Vice President - Government Affairs, General Counsel and Secretary, PepsiCo, Inc. (consumer products); and FORMERLY, Director, Delta Airlines (aviation) (2003-2005) and Providian Financial Corp. (credit card provider) (1997-2001); Senior Fellow of The Brookings Institution (2003-2004); Visiting Professor, University of Georgia School of Law (2004); and Deputy Attorney General, U.S. Department of Justice (2001-2003). JOHN B. WILSON (1959) Lead Trustee since 120 None One Franklin Parkway Independent 2007 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); Senior Vice President - Corporate Planning, Northwest Airlines, Inc. (airlines) (1990-1992); and Vice President and Partner, Bain & Company (consulting firm) (1986-1990). INTERESTED BOARD MEMBERS AND OFFICERS NUMBER OF PORTFOLIOS IN FUND NAME, YEAR OF BIRTH AND LENGTH OF COMPLEX OVERSEEN ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------------- -------------- ------------------ ------------------ ------------------------------------- **CHARLES B. JOHNSON Trustee and Trustee since 1986 143 None (1933) Chairman of and Chairman One Franklin Parkway the Board of the Board San Mateo, CA 94403-1906 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. Annual Report | 137 NUMBER OF PORTFOLIOS IN FUND NAME, YEAR OF BIRTH AND LENGTH OF COMPLEX OVERSEEN ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------------- -------------- ------------------ ------------------ ------------------------------------- **RUPERT H. JOHNSON, JR. Trustee and Trustee since 54 None (1940) Vice 1987 and Vice One Franklin Parkway President President San Mateo, CA 94403-1906 since 1986 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. MARK BOYADJIAN (1964) Vice Since 2003 Not Applicable Not Applicable One Franklin Parkway President San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Vice President, Franklin Advisers, Inc.; and officer of two of the investment companies in Franklin Templeton Investments. JAMES M. DAVIS (1952) Chief Chief Compliance Not Applicable Not Applicable One Franklin Parkway Compliance Officer since San Mateo, CA 94403-1906 Officer and 2004 and Vice Vice President President - AML - AML Compliance Compliance since 2006 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Director, Global Compliance, Franklin Resources, Inc.; officer of some of the other subsidiaries of Franklin Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments; and FORMERLY, Director of Compliance, Franklin Resources, Inc. (1994-2001). LAURA F. FERGERSON (1962) Treasurer, Treasurer Not Applicable Not Applicable One Franklin Parkway Chief since 2004, San Mateo,CA 94403-1906 Financial Chief Financial Officer and Officer and Chief Chief Accounting Officer Accounting since February Officer 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 Since February Not Applicable Not Applicable 500 East Broward Blvd. President 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. 138 | Annual Report NUMBER OF PORTFOLIOS IN FUND NAME, YEAR OF BIRTH AND LENGTH OF COMPLEX OVERSEEN ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------------- -------------- ------------------ ------------------ ------------------------------------- DAVID P. GOSS (1947) Vice Since 2000 Not Applicable Not Applicable One Franklin Parkway President San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Associate General Counsel, Franklin Templeton Investments; officer and/or director as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments. EDWARD B. JAMIESON (1948) President President since Not Applicable Not Applicable One Franklin Parkway and 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: President, Chief Investment Officer and Director, Franklin Advisers, Inc.; Executive Vice President, Franklin Templeton Institutional, LLC; officer and/or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of four of the investment companies in Franklin Templeton Investments. KAREN L. SKIDMORE (1952) Vice Since 2006 Not Applicable Not Applicable One Franklin Parkway President San Mateo, CA 94403-1906 and Secretary PRINCIPAL OCCUPATION DURING PAST 5 YEARS: Senior Associate General Counsel, Franklin Templeton Investments; and officer of 30 of the investment companies in Franklin Templeton Investments. CRAIG S. TYLE (1960) Vice Since 2005 Not Applicable Not Applicable One Franklin Parkway President San Mateo, CA 94403-1906 PRINCIPAL OCCUPATION DURING PAST 5 YEARS: General Counsel and Executive Vice President, Franklin Resources, Inc.; officer of some of the other subsidiaries of Franklin Resources, Inc. and of 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). Annual Report | 139 NUMBER OF PORTFOLIOS IN FUND NAME, YEAR OF BIRTH AND LENGTH OF COMPLEX OVERSEEN ADDRESS POSITION TIME SERVED BY BOARD MEMBER* OTHER DIRECTORSHIPS HELD - ------------------------- -------------- ------------------ ------------------ ------------------------------------- GALEN G. VETTER (1951) Senior Vice Since February Not Applicable Not Applicable 500 East Broward Blvd. President and 2008 Suite 2100 Fort Chief Lauderdale, FL Executive 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). * 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 and Rupert H. Johnson, Jr. are considered to be interested persons of the Trust under the federal securities laws due to their positions as officers and directors and major shareholders of Franklin Resources, Inc., which is the parent company of the Trust's investment manager and distributor. Note 1: Charles B. Johnson and Rupert H. Johnson, Jr. are brothers. Note 2: Officer information is current as of the date of this report. It is possible that after this date, information about officers may change. THE SARBANES-OXLEY ACT OF 2002 AND RULES ADOPTED BY THE SECURITIES AND EXCHANGE COMMISSION REQUIRE THE FUND TO DISCLOSE WHETHER THE FUND'S AUDIT COMMITTEE INCLUDES AT LEAST ONE MEMBER WHO IS AN AUDIT COMMITTEE FINANCIAL EXPERT WITHIN THE MEANING OF SUCH ACT AND RULES. THE FUND'S BOARD HAS DETERMINED THAT THERE IS AT LEAST ONE SUCH FINANCIAL EXPERT ON THE AUDIT COMMITTEE AND HAS DESIGNATED JOHN B. WILSON AS ITS AUDIT COMMITTEE FINANCIAL EXPERT. THE BOARD BELIEVES THAT MR. WILSON QUALIFIES AS SUCH AN EXPERT IN VIEW OF HIS EXTENSIVE BUSINESS BACKGROUND AND EXPERIENCE, INCLUDING SERVICE AS CHIEF FINANCIAL OFFICER OF STAPLES, INC. FROM 1992 TO 1996. MR. WILSON HAS BEEN A MEMBER AND CHAIRMAN OF THE FUND'S AUDIT COMMITTEE SINCE 2007. AS A RESULT OF SUCH BACKGROUND AND EXPERIENCE, THE BOARD BELIEVES THAT MR. WILSON HAS ACQUIRED AN UNDERSTANDING OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND FINANCIAL STATEMENTS, THE GENERAL APPLICATION OF SUCH PRINCIPLES IN CONNECTION WITH THE ACCOUNTING ESTIMATES, ACCRUALS AND RESERVES, AND ANALYZING AND EVALUATING FINANCIAL STATEMENTS THAT PRESENT A BREADTH AND LEVEL OF COMPLEXITY OF ACCOUNTING ISSUES GENERALLY COMPARABLE TO THOSE OF THE FUND, AS WELL AS AN UNDERSTANDING OF INTERNAL CONTROLS AND PROCEDURES FOR FINANCIAL REPORTING AND AN UNDERSTANDING OF AUDIT COMMITTEE FUNCTIONS. MR. WILSON IS AN INDEPENDENT BOARD MEMBER AS THAT TERM IS DEFINED UNDER THE RELEVANT SECURITIES AND EXCHANGE COMMISSION RULES AND RELEASES. THE STATEMENT OF ADDITIONAL INFORMATION (SAI) INCLUDES ADDITIONAL INFORMATION ABOUT THE BOARD MEMBERS AND IS AVAILABLE, WITHOUT CHARGE, UPON REQUEST. SHAREHOLDERS MAY CALL (800) DIAL BEN/(800) 342-5236 TO REQUEST THE SAI. 140 | Annual Report Franklin Investors Securities Trust SHAREHOLDER INFORMATION PROXY VOTING POLICIES AND PROCEDURES The Trust's investment manager has established Proxy Voting Policies and Procedures (Policies) that the Trust uses to determine how to vote proxies relating to portfolio securities. Shareholders may view the Trust's complete Policies online at franklintempleton.com. Alternatively, shareholders may request copies of the Policies free of charge by calling the Proxy Group collect at (954) 527-7678 or by sending a written request to: Franklin Templeton Companies, LLC, 500 East Broward Boulevard, Suite 1500, Fort Lauderdale, FL 33394, Attention: Proxy Group. Copies of the Trust's proxy voting records are also made available online at franklintempleton.com and posted on the U.S. Securities and Exchange Commission's website at sec.gov and reflect the most recent 12-month period ended June 30. QUARTERLY STATEMENT OF INVESTMENTS The Trust files a complete statement of investments with the U.S. Securities and Exchange Commission for the first and third quarters for each fiscal year on Form N-Q. Shareholders may view the filed Form N-Q by visiting the Commission's website at sec.gov. The filed form may also be viewed and copied at the Commission's Public Reference Room in Washington, DC. Information regarding the operations of the Public Reference Room may be obtained by calling (800) SEC-0330. Annual Report | 141 This page intentionally left blank. This page intentionally left blank. This page intentionally left blank. Literature Request LITERATURE REQUEST. TO RECEIVE A BROCHURE AND PROSPECTUS, PLEASE CALL US AT (800) DIAL BEN/(800) 342-5236 OR VISIT FRANKLINTEMPLETON.COM. INVESTORS SHOULD CAREFULLY CONSIDER A FUND'S INVESTMENT GOALS, RISKS, CHARGES AND EXPENSES BEFORE INVESTING. THE PROSPECTUS CONTAINS THIS AND OTHER INFORMATION. PLEASE CAREFULLY READ THE PROSPECTUS BEFORE INVESTING. TO ENSURE THE HIGHEST QUALITY OF SERVICE, WE MAY MONITOR, RECORD AND ACCESS TELEPHONE CALLS TO OR FROM OUR SERVICE DEPARTMENTS. THESE CALLS CAN BE IDENTIFIED BY THE PRESENCE OF A REGULAR BEEPING TONE. FRANKLIN TEMPLETON FUNDS VALUE Franklin All Cap Value Fund Franklin Balance Sheet Investment Fund Franklin Large Cap Value Fund Franklin MicroCap Value Fund(1) Franklin MidCap Value Fund Franklin Small Cap Value Fund Mutual Beacon Fund Mutual Qualified Fund Mutual Recovery Fund(2) Mutual Shares Fund BLEND Franklin Focused Core Equity Fund Franklin Large Cap Equity Fund Franklin Rising Dividends Fund GROWTH Franklin Capital Growth Fund(1) Franklin Flex Cap Growth Fund Franklin Growth Fund Franklin Growth Opportunities Fund(3) Franklin Small Cap Growth Fund(4) Franklin Small-Mid Cap Growth Fund SECTOR Franklin Biotechnology Discovery Fund Franklin DynaTech Fund Franklin Global Real Estate Fund Franklin Gold and Precious Metals Fund Franklin Natural Resources Fund Franklin Real Estate Securities Fund Franklin Utilities Fund Mutual Financial Services Fund GLOBAL Mutual Discovery Fund Templeton Global Long-Short Fund Templeton Global Opportunities Trust Templeton Global Smaller Companies Fund Templeton Growth Fund Templeton World Fund INTERNATIONAL Franklin India Growth Fund Franklin International Growth Fund Franklin International Small Cap Growth Fund Mutual European Fund Templeton BRIC Fund Templeton China World Fund Templeton Developing Markets Trust Templeton Emerging Markets Small Cap Fund Templeton Foreign Fund Templeton Foreign Smaller Companies Fund Templeton Frontier Markets Fund HYBRID Franklin Balanced Fund Franklin Convertible Securities Fund Franklin Equity Income Fund Franklin Income Fund Templeton Income Fund ASSET ALLOCATION Franklin Templeton Corefolio(R) Allocation Fund Franklin Templeton Founding Funds Allocation Fund Franklin Templeton Perspectives Allocation Fund Franklin Templeton Conservative Target Fund Franklin Templeton Growth Target Fund Franklin Templeton Moderate Target Fund Franklin Templeton 2015 Retirement Target Fund Franklin Templeton 2025 Retirement Target Fund Franklin Templeton 2035 Retirement Target Fund Franklin Templeton 2045 Retirement Target Fund FIXED INCOME Franklin Adjustable U.S. Government Securities Fund(5) Franklin Floating Rate Daily Access Fund Franklin High Income Fund Franklin Limited Maturity U.S. Government Securities Fund(5) Franklin Low Duration Total Return Fund Franklin Real Return Fund Franklin Strategic Income Fund Franklin Strategic Mortgage Portfolio Franklin Templeton Hard Currency Fund Franklin Total Return Fund Franklin U.S. Government Securities Fund(5) Templeton Global Bond Fund Templeton Global Total Return Fund Templeton International Bond Fund TAX-FREE INCOME(6) NATIONAL FUNDS Double Tax-Free Income Fund Federal Tax-Free Income Fund High Yield Tax-Free Income Fund Insured Tax-Free Income Fund(7) LIMITED-/INTERMEDIATE-TERM FUNDS California Intermediate-Term Tax-Free Income Fund Federal Intermediate-Term Tax-Free Income Fund Federal Limited-Term Tax-Free Income Fund New York Intermediate-Term Tax-Free Income Fund STATE-SPECIFIC Alabama Arizona California(8) Colorado Connecticut Florida Georgia Kentucky Louisiana Maryland Massachusetts(7) Michigan(7) Minnesota(7) Missouri New Jersey New York(8) North Carolina Ohio(7) Oregon Pennsylvania Tennessee Virginia INSURANCE FUNDS Franklin Templeton Variable Insurance Products Trust(9) 1. The fund is closed to new investors. Existing shareholders and select retirement plans can continue adding to their accounts. 2. The fund is a continuously offered, closed-end fund. Shares may be purchased daily; there is no daily redemption. However, each quarter, pending board approval, the fund will authorize the repurchase of 5%-25% of the outstanding number of shares. Investors may tender all or a portion of their shares during the tender period. 3. Effective 11/1/07, Franklin Aggressive Growth Fund changed its name to Franklin Growth Opportunities Fund. The fund's investment goal and strategy remained the same. 4. Effective 3/31/08, Franklin Small Cap Growth Fund II changed its name to Franklin Small Cap Growth Fund. The fund's investment goal and strategy remained the same. 5. An investment in the fund is neither insured nor guaranteed by the U.S. government or by any other entity or institution. 6. For investors subject to the alternative minimum tax, a small portion of fund dividends may be taxable. Distributions of capital gains are generally taxable. 7. The fund invests primarily in insured municipal securities. 8. These funds are available in four or more variations, including long-term portfolios, intermediate-term portfolios, portfolios of insured securities, a high-yield portfolio (CA only) and money market portfolios. 9. The funds of the Franklin Templeton Variable Insurance Products Trust are generally available only through insurance company variable contracts. 12/08 Not part of the annual report (FRANKLIN TEMPLETON INVESTMENTS(R) LOGO) One Franklin Parkway San Mateo, CA 94403-1906 - - 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 INVESTORS SECURITIES TRUST INVESTMENT MANAGER Franklin Advisers, Inc. DISTRIBUTOR Franklin Templeton Distributors, Inc. (800) DIAL BEN(R) franklintempleton.com SHAREHOLDER SERVICES (800) 632-2301 Authorized for distribution only when accompanied or preceded by a prospectus. Investors should carefully consider a fund's investment goals, risks, charges and expenses before investing. The prospectus contains this and other information; please read it carefully before investing. To ensure the highest quality of service, telephone calls to or from our service departments may be monitored, recorded and accessed. These calls can be identified by the presence of a regular beeping tone. FIST2 A2008 12/08 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 $361,186 for the fiscal year ended October 31, 2008 and $275,259 for the fiscal year ended October 31, 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 $4,000 for the fiscal year ended October 31, 2008 and $46,000 for the fiscal year ended October 31, 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 $4,164 for the fiscal year ended October 31, 2008 and $0 for the fiscal year ended October 31, 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 not reported in paragraphs (a)-(c) of Item 4 were $279,913 for the fiscal year ended October 31, 2008 and $0 for the fiscal year ended October 31, 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 $288,077 for the fiscal year ended October 31, 2008 and $46,000 for the fiscal year ended October 31, 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 Jennifer J. Bolt, 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 Jennifer J. Bolt, 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 INVESTORS SECURITIES TRUST By /s/Jennifer J. Bolt ------------------ Jennifer J. Bolt Chief Executive Officer - Finance and Administration Date December 26, 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/Jennifer J. Bolt ------------------ Jennifer J. Bolt Chief Executive Officer - Finance and Administration Date December 26, 2008 By /s/LAURA F. FERGERSON ------------------- Laura F. Fergerson Chief Financial Officer and Chief Accounting Officer Date December 26, 2008