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 811-06378 -------- TEMPLETON DEVELOPING MARKETS TRUST ------------------------------------- (Exact name of registrant as specified in charter) 500 EAST BROWARD BLVD., SUITE 2100, FORT LAUDERDALE, FL 33394-3091 -------------------------------------------------------------------- (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: (954) 527-7500 -------------- Date of fiscal year end: 12/31 ------ Date of reporting period: 06/30/06 ---------- ITEM 1. REPORTS TO STOCKHOLDERS. JUNE 30, 2006 - -------------------------------------------------------------------------------- [GRAPHIC] - -------------------------------------------------------------------------------- SEMIANNUAL REPORT AND SHAREHOLDER LETTER INTERNATIONAL - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- WANT TO RECEIVE THIS DOCUMENT TEMPLETON FASTER VIA EMAIL? DEVELOPING MARKETS TRUST Eligible shareholders can sign up for eDelivery at franklintempleton.com. See inside for details. - -------------------------------------------------------------------------------- [GRAPHIC] [LOGO](R) FRANKLIN TEMPLETON INVESTMENTS Franklin o TEMPLETON o Mutual Series Franklin Templeton Investments GAIN FROM OUR PERSPECTIVE 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 semiannual report Contents SHAREHOLDER LETTER ........................................................ 1 SEMIANNUAL REPORT Templeton Developing Markets Trust ........................................ 3 Performance Summary ....................................................... 8 Your Fund's Expenses ...................................................... 11 Financial Highlights and Statement of Investments ......................... 13 Financial Statements ...................................................... 24 Notes to Financial Statements ............................................. 28 Shareholder Information ................................................... 38 - -------------------------------------------------------------------------------- Semiannual Report Templeton Developing Markets Trust YOUR FUND'S GOAL AND MAIN INVESTMENTS: Templeton Developing Markets Trust seeks long-term capital appreciation. Under normal circumstances, the Fund invests at least 80% of its net assets in securities of developing market countries. - -------------------------------------------------------------------------------- PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. PLEASE VISIT FRANKLINTEMPLETON.COM OR CALL 1-800/342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- GEOGRAPHIC BREAKDOWN Based on Total Net Assets as of 6/30/06 [THE FOLLOWING TABLE WAS REPRESENTED BY A PIE CHART IN THE PRINTED MATERIAL.] Asia ................................................................... 51.7% Europe ................................................................. 23.0% Latin America .......................................................... 13.8% Middle East & Africa ................................................... 9.9% Short-Term Investments & Other Net Assets ....................................................... 1.6% - -------------------------------------------------------------------------------- This semiannual report for Templeton Developing Markets Trust covers the period ended June 30, 2006. PERFORMANCE OVERVIEW Templeton Developing Markets Trust - Class A posted a +6.14% cumulative total return for the six months ended June 30, 2006. The Fund underperformed its benchmarks, the Morgan Stanley Capital International (MSCI) Emerging Markets (EM) Index and the Standard & Poor's/International Finance Corporation Investable (S&P/IFCI) Composite Index, which returned +7.33% and +9.12% during the same period. 1 Please note that index perform- 1. Source: Standard & Poor's Micropal. The MSCI EM Index is a free float-adjusted, market capitalization-weighted index designed to measure equity market performance in global emerging markets. The S&P/IFCI Composite Index is a free float-adjusted, market capitalization-weighted index designed to measure equity performance in global emerging markets. 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 18. Semiannual Report | 3 ance information is provided for reference and that we do not attempt to track any index but rather undertake investments on the basis of fundamental research. You can find the Fund's long-term performance data in the Performance Summary beginning on page 8. ECONOMIC AND MARKET OVERVIEW Emerging markets ended the reporting period with positive returns as most markets held onto some of the strong gains recorded in the first four months of the year. The period began where 2005 left off -- on a wave of optimism. The market had ample liquidity as fund inflows remained robust and a strong economic environment boosted investor confidence. A weaker U.S. dollar against most major emerging market currencies further enhanced performance. However, global financial markets, including emerging markets, experienced substantial fund outflows in early May, triggered by U.S. inflationary pressures and increased uncertainty over the U.S. Federal Reserve Board's monetary policy. Investors seemed to become risk averse, causing less predictable asset classes such as commodities to retreat, exerting further downward pressure on equity markets. Emerging market stock performance contrasted with solid economic fundamentals, and eventually brought back some investors apparently searching for bargains, which helped stock prices recover in June. Strong economic growth data and signals of a possible end to U.S. interest rate hikes further bolstered investor confidence. Consequently, the MSCI EM Index returned +7.33% in U.S. dollar terms for the six-month period. 2 In Eastern Europe, the Russian stock market recorded the strongest gains during the reporting period. Investors continued to be drawn toward the country's strong economic growth, strengthening finances that resulted from high commodity prices, and stable political environment. Turkey's was one of the few emerging markets to end the six-month period in negative territory. This was largely due to uncertainty arising from the Turkish lira's weakness, relatively high inflation, a large external deficit and political instability. However, in Turkey's favor are strong economic fundamentals, substantial progress on structural reform implementation, International Monetary Fund support and continued European Union accession efforts. In Latin America, economies reported strong economic data and improved fiscal positions. Investors also focused attention on upcoming elections in many regional markets. In Asia, China, Indonesia and Singapore outperformed their regional peers while Taiwan, South Korea and Thailand underperformed mostly due to political turmoil. 2. Source: Standard & Poor's Micropal. Please see footnote 1 for a description of the MSCI EM Index. 4 | Semiannual Report INVESTMENT STRATEGY We employ a bottom-up, value-oriented, long-term investment approach. We focus on the market price of a company's securities relative to our evaluation of its long-term (typically five years) earnings, asset value and cash flow potential. We also consider a company's price/earnings ratio, profit margins and liquidation value. As we look for investments, we focus on specific companies and perform in-depth research to construct an "action list" from which we make our investment decisions. In choosing investments, we strongly believe in onsite visits to issuers of prospective investments to assess critical factors such as management strength and local conditions. MANAGER'S DISCUSSION During the six months under review, the Fund's performance, relative to the MSCI EM Index, benefited from our underweighted position in Israel and our only holding in Croatia, Pliva, which is not represented in the index. Stock selection in Brazil and Russia further enhanced relative performance. The lack of exposure to Egypt also supported performance as that market underperformed the benchmark during the reporting period. In Israel, a significant contributor to relative performance was the Fund's underweighted position in Teva Pharmaceutical Industries, which underperformed the index. Key overweighted Brazilian and Russian holdings that outperformed the MSCI EM Index were Souza Cruz, Centrais Eletricas Brasileiras (Eletrobras), ZAO Polyus Gold (not in the index), and Mining and Metallurgical Co. Norilsk Nickel. On the other hand, our underweighted allocation to India and overweighted allocation to Turkey had a negative effect on the Fund during the six months under review. The Fund's South Korean exposure had an adverse impact on relative performance as some holdings underperformed the index. We held overweighted positions in Kangwon Land and Hyundai Development, which were among some South Korean stocks that declined in value during the period. However, we remained confident of their companies' corporate fundamentals and sought to use the share price declines as an opportunity to build our positions at what we considered attractive prices. A significant drop in Turkish stock prices hurt the Fund's investments in Turkey and led to the country's underperformance against its emerging markets peers. However, in line with our investment strategy, we increased the Fund's exposure to selected Turkish stocks as we remained confident in their corporate fundamentals. TOP 10 COUNTRIES 6/30/06 - -------------------------------------------------------------------------------- % OF TOTAL NET ASSETS - -------------------------------------------------------------------------------- South Korea 16.2% - -------------------------------------------------------------------------------- China 12.2% - -------------------------------------------------------------------------------- Taiwan 12.0% - -------------------------------------------------------------------------------- Brazil 10.6% - -------------------------------------------------------------------------------- South Africa 9.6% - -------------------------------------------------------------------------------- Turkey 7.1% - -------------------------------------------------------------------------------- Russia 7.1% - -------------------------------------------------------------------------------- Thailand 3.1% - -------------------------------------------------------------------------------- Mexico 2.7% - -------------------------------------------------------------------------------- Hungary 2.5% - -------------------------------------------------------------------------------- Semiannual Report | 5 TOP 10 EQUITY HOLDINGS 6/30/06 - -------------------------------------------------------------------------------- COMPANY % OF TOTAL SECTOR/INDUSTRY, COUNTRY NET ASSETS - -------------------------------------------------------------------------------- Samsung Electronics Co. Ltd. 5.0% SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT, SOUTH KOREA - -------------------------------------------------------------------------------- LUKOIL, ADR & ADR (London Exchange) 3.7% OIL, GAS & CONSUMABLE FUELS, RUSSIA - -------------------------------------------------------------------------------- PetroChina Co. Ltd., H, ord. & 144A 3.5% OIL, GAS & CONSUMABLE FUELS, CHINA - -------------------------------------------------------------------------------- Petroleo Brasileiro SA, ADR, pfd. 3.5% OIL, GAS & CONSUMABLE FUELS, BRAZIL - -------------------------------------------------------------------------------- Remgro Ltd. 2.1% DIVERSIFIED FINANCIAL SERVICES, SOUTH AFRICA - -------------------------------------------------------------------------------- Anglo American PLC 2.0% METALS & MINING, SOUTH AFRICA - -------------------------------------------------------------------------------- Companhia Vale do Rio Doce, ADR, pfd., A 1.9% METALS & MINING, BRAZIL - -------------------------------------------------------------------------------- Taiwan Semiconductor Manufacturing Co. Ltd. 1.9% SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT, TAIWAN - -------------------------------------------------------------------------------- China Mobile Ltd. 1.7% WIRELESS TELECOMMUNICATION SERVICES, CHINA - -------------------------------------------------------------------------------- CNOOC Ltd. 1.6% OIL, GAS & CONSUMABLE FUELS, CHINA - -------------------------------------------------------------------------------- It is important to recognize the effect of currency movements on the Fund's performance. In general, if the value of the U.S. dollar increases compared with a foreign currency, an investment traded in that foreign currency will decrease in value because it will be worth fewer U.S. dollars. This can have a negative effect on Fund performance. Conversely, when the U.S. dollar weakens in relation to a foreign currency, an investment traded in that foreign currency will increase in value, which can contribute to Fund performance. For the six months ended June 30, 2006, the U.S. dollar fell in value relative to most non-U.S. currencies. As a result, the Fund's performance was positively affected by the portfolio's investments predominantly in securities with non-U.S. currency exposure. However, one cannot expect the same results in future periods. During the first half of 2006, we focused on portfolio alignment seeking to position the Fund to benefit from developments in the global economy as well as in individual emerging markets. A dominant theme during the period was sustained high commodity prices despite an oil price correction in May. We therefore significantly increased the Fund's exposure to stocks in the energy and metals and mining sectors, as we believed such companies could benefit from higher revenues and subsequent greater earnings. This led to selective purchases in Russian, Brazilian, China H (Hong Kong-listed companies) and Red Chip (Hong Kong-listed companies with significant exposure to China) shares. Key oil and gas additions included Russia's Lukoil, one of the world's largest vertically integrated oil companies; Petroleo Brasileiro (Petrobras), Brazil's national oil and gas company; Companhia Vale do Rio Doce, a Brazilian mining giant that is among the world's largest iron ore producers; CNOOC, China's largest offshore oil and natural gas exploration and production company; and PetroChina, a dominant player in the oil and gas exploration, development and production industry. Our semiconductor industry holdings also increased through a new purchase and additional shares of some South Korean and Taiwanese companies. The market correction in May provided us an opportunity to build positions in value stocks that we deemed were oversold not due to poor fundamentals but lowered market expectations. As a result, we made substantial purchases in Turkey and South Africa. Key additions in Turkey included Akbank and Turkiye Vakiflar Bankasi, two major commercial and consumer banks, and Tupras-Turkiye Petrol Rafineleri, Turkey's largest industrial company with a dominant market share in oil refining. In South Africa, we bought shares of MTN Group, a dominant regional wireless telecommunication services provider, and JD Group, South Africa's leading furniture retailer. We believed higher personal incomes and strong consumer demand in these countries could lead to greater consumption of products and services offered by these market sectors. As certain stocks approached their sell targets, we reduced the Fund's 6 | Semiannual Report exposure to Singapore and India. The Fund's investments in the food products, metals and mining, and machinery industries were also trimmed via the sale of Uni-President Enterprises, a Taiwanese food and beverage manufacturer and distributor; CJ Corporation, a key food producer in South Korea; POSCO, one of the world's largest steel producers; and Daewoo Shipbuilding and Marine Engineering, a major South Korean shipbuilder. We thank you for your continued participation in Templeton Developing Markets Trust and look forward to serving your future investment needs. [PHOTO] /s/ Mark Mobius Mark Mobius President and Chief Executive Officer - Investment Management Templeton Developing Markets Trust THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF JUNE 30, 2006, 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. Semiannual Report | 7 Performance Summary as of 6/30/06 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 does not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund's dividends and capital gain distributions, if any, and any unrealized gains or losses. PRICE AND DISTRIBUTION INFORMATION - -------------------------------------------------------------------------------------------------- CLASS A (SYMBOL: TEDMX) CHANGE 6/30/06 12/31/05 - -------------------------------------------------------------------------------------------------- Net Asset Value (NAV) +$1.29 $24.71 $23.42 - -------------------------------------------------------------------------------------------------- DISTRIBUTIONS (1/1/06-6/30/06) - -------------------------------------------------------------------------------------------------- Dividend Income $0.1543 - -------------------------------------------------------------------------------------------------- CLASS B (SYMBOL: TDMBX) CHANGE 6/30/06 12/31/05 - -------------------------------------------------------------------------------------------------- Net Asset Value (NAV) +$1.18 $24.21 $23.03 - -------------------------------------------------------------------------------------------------- DISTRIBUTIONS (1/1/06-6/30/06) - -------------------------------------------------------------------------------------------------- Dividend Income $0.1542 - -------------------------------------------------------------------------------------------------- CLASS C (SYMBOL: TDMTX) CHANGE 6/30/06 12/31/05 - -------------------------------------------------------------------------------------------------- Net Asset Value (NAV) +$1.18 $24.18 $23.00 - -------------------------------------------------------------------------------------------------- DISTRIBUTIONS (1/1/06-6/30/06) - -------------------------------------------------------------------------------------------------- Dividend Income $0.1541 - -------------------------------------------------------------------------------------------------- CLASS R (SYMBOL: TDMRX) CHANGE 6/30/06 12/31/05 - -------------------------------------------------------------------------------------------------- Net Asset Value (NAV) +$1.24 $24.44 $23.20 - -------------------------------------------------------------------------------------------------- DISTRIBUTIONS (1/1/06-6/30/06) - -------------------------------------------------------------------------------------------------- Dividend Income $0.1542 - -------------------------------------------------------------------------------------------------- ADVISOR CLASS (SYMBOL: TDADX) CHANGE 6/30/06 12/31/05 - -------------------------------------------------------------------------------------------------- Net Asset Value (NAV) +$1.33 $24.73 $23.40 - -------------------------------------------------------------------------------------------------- DISTRIBUTIONS (1/1/06-6/30/06) - -------------------------------------------------------------------------------------------------- Dividend Income $0.1544 - -------------------------------------------------------------------------------------------------- 8 | Semiannual Report Performance Summary (CONTINUED) PERFORMANCE CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURN 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 CLASS: NO SALES CHARGES. THE FUND MAY CHARGE A 2% FEE ON REDEMPTIONS MADE WITHIN SEVEN DAYS OF PURCHASE. - ------------------------------------------------------------------------------------------------------------- CLASS A 6-MONTH 1-YEAR 5-YEAR 10-YEAR - ------------------------------------------------------------------------------------------------------------- Cumulative Total Return 1 +6.14% +27.90% +147.94% +101.36% - ------------------------------------------------------------------------------------------------------------- Average Annual Total Return 2 +0.03% +20.57% +18.50% +6.61% - ------------------------------------------------------------------------------------------------------------- Value of $10,000 Investment 3 $10,003 $12,057 $23,370 $18,973 - ------------------------------------------------------------------------------------------------------------- CLASS B 6-MONTH 1-YEAR 5-YEAR INCEPTION (1/1/99) - ------------------------------------------------------------------------------------------------------------- Cumulative Total Return 1 +5.76% +27.02% +140.15% +145.63% - ------------------------------------------------------------------------------------------------------------- Average Annual Total Return 2 +1.76% +23.02% +18.95% +12.74% - ------------------------------------------------------------------------------------------------------------- Value of $10,000 Investment 3 $10,176 $12,302 $23,815 $24,563 - ------------------------------------------------------------------------------------------------------------- CLASS C 6-MONTH 1-YEAR 5-YEAR 10-YEAR - ------------------------------------------------------------------------------------------------------------- Cumulative Total Return 1 +5.77% +27.05% +139.99% +88.32% - ------------------------------------------------------------------------------------------------------------- Average Annual Total Return 2 +4.77% +26.05% +19.14% +6.53% - ------------------------------------------------------------------------------------------------------------- Value of $10,000 Investment 3 $10,477 $12,605 $23,999 $18,832 - ------------------------------------------------------------------------------------------------------------- CLASS R 6-MONTH 1-YEAR 3-YEAR INCEPTION (1/1/02) - ------------------------------------------------------------------------------------------------------------- Cumulative Total Return 1 +5.98% +27.62% +127.00% +162.26% - ------------------------------------------------------------------------------------------------------------- Average Annual Total Return 2 +5.98% +27.62% +31.42% +23.95% - ------------------------------------------------------------------------------------------------------------- Value of $10,000 Investment 3 $10,598 $12,762 $22,700 $26,226 - ------------------------------------------------------------------------------------------------------------- ADVISOR CLASS 4 6-MONTH 1-YEAR 5-YEAR 10-YEAR - ------------------------------------------------------------------------------------------------------------- Cumulative Total Return 1 +6.23% +28.24% +152.66% +107.43% - ------------------------------------------------------------------------------------------------------------- Average Annual Total Return 2 +6.23% +28.24% +20.37% +7.57% - ------------------------------------------------------------------------------------------------------------- Value of $10,000 Investment 3 $10,623 $12,824 $25,266 $20,743 - ------------------------------------------------------------------------------------------------------------- PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. FOR MOST RECENT MONTH-END PERFORMANCE, SEE "FUNDS AND PERFORMANCE" AT FRANKLINTEMPLETON.COM OR CALL 1-800/342-5236. Semiannual Report | 9 Performance Summary (CONTINUED) ENDNOTES THE FUND INVESTS IN FOREIGN SECURITIES, WHICH CAN INVOLVE EXPOSURE TO CURRENCY VOLATILITY AND POLITICAL, ECONOMIC AND REGULATORY UNCERTAINTY. INVESTMENTS IN DEVELOPING MARKETS INVOLVE HEIGHTENED RISKS RELATED TO THE SAME FACTORS, IN ADDITION TO THOSE ASSOCIATED WITH THESE MARKETS' SMALLER SIZE AND LESSER LIQUIDITY. 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. Six-month return has not been annualized. 3. These figures represent the value of a hypothetical $10,000 investment in the Fund over the periods indicated. 4. Effective 1/2/97, the Fund began offering Advisor Class shares, which do not have sales charges or a Rule 12b-1 plan. Performance quotations for this class reflect the following methods of calculation: (a) For periods prior to 1/2/97, a restated figure is used based upon the Fund's Class A performance, excluding the effect of Class A's maximum initial sales charge, but reflecting the effect of the Class A Rule 12b-1 fees; and (b) for periods after 1/1/97, actual Advisor Class performance is used reflecting all charges and fees applicable to that class. Since 1/2/97 (commencement of sales), the cumulative and average annual total returns of Advisor Class shares were +96.23% and +7.36%. 10 | Semiannual Report Your Fund's Expenses As a Fund shareholder, you can incur two types of costs: o Transaction costs, including sales charges (loads) on Fund purchases and redemption fees; and o 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 below 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. Semiannual Report | 11 Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES OR REDEMPTION FEES. Therefore, the second line for each class is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. - ------------------------------------------------------------------------------------------------------------------ BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING CLASS A VALUE 1/1/06 VALUE 6/30/06 PERIOD* 1/1/06-6/30/06 - ------------------------------------------------------------------------------------------------------------------ Actual $1,000 $1,061.40 $ 9.35 - ------------------------------------------------------------------------------------------------------------------ Hypothetical (5% return before expenses) $1,000 $1,015.72 $ 9.15 - ------------------------------------------------------------------------------------------------------------------ CLASS B - ------------------------------------------------------------------------------------------------------------------ Actual $1,000 $1,057.60 $12.96 - ------------------------------------------------------------------------------------------------------------------ Hypothetical (5% return before expenses) $1,000 $1,012.20 $12.67 - ------------------------------------------------------------------------------------------------------------------ CLASS C - ------------------------------------------------------------------------------------------------------------------ Actual $1,000 $1,057.70 $12.96 - ------------------------------------------------------------------------------------------------------------------ Hypothetical (5% return before expenses) $1,000 $1,012.20 $12.67 - ------------------------------------------------------------------------------------------------------------------ CLASS R - ------------------------------------------------------------------------------------------------------------------ Actual $1,000 $1,059.80 $10.42 - ------------------------------------------------------------------------------------------------------------------ Hypothetical (5% return before expenses) $1,000 $1,014.68 $10.19 - ------------------------------------------------------------------------------------------------------------------ ADVISOR CLASS - ------------------------------------------------------------------------------------------------------------------ Actual $1,000 $1,062.30 $ 7.93 - ------------------------------------------------------------------------------------------------------------------ Hypothetical (5% return before expenses) $1,000 $1,017.11 $ 7.75 - ------------------------------------------------------------------------------------------------------------------ * Expenses are equal to the annualized expense ratio for each class (A: 1.83%; B: 2.54%; C: 2.54%; R: 2.04%; and Advisor: 1.55%), multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. 12 | Semiannual Report Templeton Developing Markets Trust FINANCIAL HIGHLIGHTS ------------------------------------------------------------------------------------------ SIX MONTHS ENDED JUNE 30, 2006 YEAR ENDED DECEMBER 31, CLASS A (UNAUDITED) 2005 2004 2003 2002 2001 ------------------------------------------------------------------------------------------ PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period .. $ 23.42 $ 18.53 $ 14.95 $ 10.00 $ 9.88 $ 10.59 --------------------------------------------------------------------------------------- Income from investment operations a: Net investment income b .............. 0.19 0.28 0.18 0.22 0.10 0.11 Net realized and unrealized gains (losses) ............................ 1.25 4.90 3.66 4.98 0.07 (0.72) --------------------------------------------------------------------------------------- Total from investment operations ...... 1.44 5.18 3.84 5.20 0.17 (0.61) --------------------------------------------------------------------------------------- Less distributions from net investment income ..................... (0.15) (0.29) (0.26) (0.25) (0.05) (0.10) --------------------------------------------------------------------------------------- Redemption fees ....................... -- d -- d -- d -- d -- -- --------------------------------------------------------------------------------------- Net asset value, end of period ........ $ 24.71 $ 23.42 $ 18.53 $ 14.95 $ 10.00 $ 9.88 ======================================================================================= Total return c ........................ 6.14% 28.20% 25.45% 53.14% 1.68% (5.76)% RATIOS/SUPPLEMENTAL DATA Net assets, end of period (000's) ..... $4,231,699 $3,395,151 $2,305,376 $1,873,277 $1,168,340 $1,221,011 Ratios to average net assets: Expenses ............................. 1.83% e,f 1.97% f 2.03% f 2.17% 2.24% 2.21% Net investment income ................ 1.47% e 1.36% 1.12% 1.85% 0.96% 1.07% Portfolio turnover rate ............... 25.99% 34.76% 58.74% 48.60% 49.05% 61.45% 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 repurchase 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 Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. d Amount is less than $0.01 per share. e Annualized. f Benefit of expense reduction is less than 0.01%. Semiannual Report | See notes to financial statements. | 13 Templeton Developing Markets Trust FINANCIAL HIGHLIGHTS (CONTINUED) ---------------------------------------------------------------------------- SIX MONTHS ENDED JUNE 30, 2006 YEAR ENDED DECEMBER 31, CLASS B (UNAUDITED) 2005 2004 2003 2002 2001 ---------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ............. $ 23.03 $ 18.24 $ 14.74 $ 9.82 $ 9.77 $ 10.44 ----------------------------------------------------------------------- Income from investment operations a: Net investment income b ......................... 0.09 0.15 0.06 0.13 0.03 0.04 Net realized and unrealized gains (losses) ...... 1.24 4.80 3.61 4.93 0.07 (0.70) ----------------------------------------------------------------------- Total from investment operations ................. 1.33 4.95 3.67 5.06 0.10 (0.66) ----------------------------------------------------------------------- Less distributions from net investment income .... (0.15) (0.16) (0.17) (0.14) (0.05) (0.01) ----------------------------------------------------------------------- Redemption fees .................................. -- d -- d -- d -- d -- -- ----------------------------------------------------------------------- Net asset value, end of period ................... $ 24.21 $ 23.03 $ 18.24 $ 14.74 $ 9.82 $ 9.77 ======================================================================= Total return c ................................... 5.76% 27.35% 24.70% 52.17% 0.98% (6.32)% RATIOS/SUPPLEMENTAL DATA Net assets, end of period (000's) ................ $49,164 $46,965 $36,992 $26,062 $12,377 $11,027 Ratios to average net assets: Expenses ........................................ 2.54% e,f 2.62% f 2.68% f 2.82% 2.88% 2.86% Net investment income ........................... 0.76% e 0.71% 0.47% 1.20% 0.32% 0.42% Portfolio turnover rate .......................... 25.99% 34.76% 58.74% 48.60% 49.05% 61.45% 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 repurchase 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 Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. d Amount is less than $0.01 per share. e Annualized. f Benefit of expense reduction is less than 0.01%. 14 | See notes to financial statements. | Semiannual Report Templeton Developing Markets Trust FINANCIAL HIGHLIGHTS (CONTINUED) ----------------------------------------------------------------------------- SIX MONTHS ENDED JUNE 30, 2006 YEAR ENDED DECEMBER 31, CLASS C (UNAUDITED) 2005 2004 2003 2002 2001 ----------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ............ $ 23.00 $ 18.22 $ 14.72 $ 9.79 $ 9.73 $ 10.39 ------------------------------------------------------------------------- Income from investment operations a: Net investment income b ........................ 0.09 0.14 0.05 0.14 0.03 0.04 Net realized and unrealized gains (losses) ..... 1.24 4.81 3.60 4.90 0.08 (0.70) ------------------------------------------------------------------------- Total from investment operations ................ 1.33 4.95 3.65 5.04 0.11 (0.66) ------------------------------------------------------------------------- Less distributions from net investment income ... (0.15) (0.17) (0.15) (0.11) (0.05) --g ------------------------------------------------------------------------- Redemption fees ................................. -- d -- d -- d -- d -- -- ------------------------------------------------------------------------- Net asset value, end of period .................. $ 24.18 $ 23.00 $ 18.22 $ 14.72 $ 9.79 $ 9.73 ========================================================================= Total return c .................................. 5.77% 27.31% 24.72% 52.25% 0.98% (6.34)% RATIOS/SUPPLEMENTAL DATA Net assets, end of period (000's) ............... $414,279 $364,355 $258,365 $208,581 $127,808 $139,099 Ratios to average net assets: Expenses ....................................... 2.54% e,f 2.63% f 2.69% f 2.82% 2.89% 2.86% Net investment income .......................... 0.76% e 0.70% 0.46% 1.20% 0.31% 0.43% Portfolio turnover rate ......................... 25.99% 34.76% 58.74% 48.60% 49.05% 61.45% 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 repurchase 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 Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. d Amount is less than $0.01 per share. e Annualized. f Benefit of expense reduction is less than 0.01%. g Actual distribution from net investment income was $0.001. Semiannual Report | See notes to financial statements. | 15 Templeton Developing Markets Trust FINANCIAL HIGHLIGHTS (CONTINUED) ----------------------------------------------------------------- SIX-MONTHS ENDED JUNE 30, 2006 YEAR ENDED DECEMBER 31, CLASS R (UNAUDITED) 2005 2004 2003 2002 g ----------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ................ $ 23.20 $ 18.39 $ 14.85 $ 9.98 $ 9.93 ------------------------------------------------------------ Income from investment operations a: Net investment income b ............................ 0.16 0.20 0.16 0.17 0.03 Net realized and unrealized gains (losses) ......... 1.23 4.90 3.64 4.98 0.07 ------------------------------------------------------------ Total from investment operations .................... 1.39 5.10 3.80 5.15 0.10 ------------------------------------------------------------ Less distributions from net investment income ....... (0.15) (0.29) (0.26) (0.28) (0.05) ------------------------------------------------------------ Redemption fees ..................................... -- d -- d -- d -- d -- ------------------------------------------------------------ Net asset value, end of period ...................... $ 24.44 $ 23.20 $ 18.39 $ 14.85 $ 9.98 ============================================================ Total return c ...................................... 5.98% 28.03% 25.28% 52.82% 0.96% RATIOS/SUPPLEMENTAL DATA Net assets, end of period (000's) ................... $26,519 $16,183 $ 5,220 $ 1,688 $ 381 Ratios to average net assets: Expenses ........................................... 2.04% e,f 2.13% f 2.18% f 2.32% 2.39% e Net investment income .............................. 1.26% e 1.20% 0.97% 1.70% 0.81% e Portfolio turnover rate ............................. 25.99% 34.76% 58.74% 48.60% 49.05% 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 repurchase 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 Total return does not reflect contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. d Amount is less than $0.01 per share. e Annualized. f Benefit of expense reduction is less than 0.01%. g For the period January 2, 2002 (effective date) to December 31, 2002. 16 | See notes to financial statements. | Semiannual Report Templeton Developing Markets Trust FINANCIAL HIGHLIGHTS (CONTINUED) ----------------------------------------------------------------------------- SIX MONTHS ENDED JUNE 30, 2006 YEAR ENDED DECEMBER 31, ADVISOR CLASS (UNAUDITED) 2005 2004 2003 2002 2001 ----------------------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ............. $ 23.40 $ 18.51 $ 14.93 $ 10.01 $ 9.84 $ 10.55 -------- -------- -------- -------- -------- -------- Income from investment operations a: Net investment income b ......................... 0.22 0.32 0.24 0.26 0.12 0.14 Net realized and unrealized gains (losses) ...... 1.26 4.92 3.65 4.99 0.10 (0.71) -------- Total from investment operations ................. 1.48 5.24 3.89 5.25 0.22 (0.57) -------- Less distributions from net investment income .... (0.15) (0.35) (0.31) (0.33) (0.05) (0.14) -------- Redemption fees .................................. -- d -- d -- d -- d -- -- -------- Net asset value, end of period ................... $ 24.73 $ 23.40 $ 18.51 $ 14.93 $ 10.01 $ 9.84 ======== ======== ======== ======== ======== ======== Total return c ................................... 6.23% 28.63% 25.98% 53.72% 2.20% (5.43)% RATIOS/SUPPLEMENTAL DATA Net assets, end of period (000's) ................ $368,242 $343,823 $199,101 $203,660 $130,459 $ 81,320 Ratios to average net assets: Expenses ........................................ 1.55% e,f 1.63% f 1.68% f 1.82% 1.89% 1.87% Net investment income ........................... 1.75% e 1.70% 1.47% 2.20% 1.31% 1.40% Portfolio turnover rate .......................... 25.99% 34.76% 58.74% 48.60% 49.05% 61.45% 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 repurchase 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 Total return is not annualized for periods less than one year. d Amount is less than $0.01 per share. e Annualized. f Benefit of expense reduction is less than 0.01%. Semiannual Report | See notes to financial statements. | 17 Templeton Developing Markets Trust STATEMENT OF INVESTMENTS, JUNE 30, 2006 (UNAUDITED) - ------------------------------------------------------------------------------------------------------------------------------------ INDUSTRY SHARES/RIGHTS VALUE - ------------------------------------------------------------------------------------------------------------------------------------ LONG TERM INVESTMENTS 98.4% COMMON STOCKS AND RIGHTS 89.4% ARGENTINA 0.1% Banco Macro Bansud SA, ADR .................... Commercial Banks 72,800 $ 1,482,208 a Grupo Financiero Galicia SA, ADR .............. Commercial Banks 163,200 1,020,000 a Ternium SA, ADR ............................... Metals & Mining 122,800 2,968,076 -------------- 5,470,284 -------------- AUSTRIA 0.7% Erste Bank der oesterreichischen Sparkassen AG ............................... Commercial Banks 227,946 12,830,397 Wienerberger AG ............................... Building Products 474,999 22,573,919 -------------- 35,404,316 -------------- BRAZIL 1.9% Centrais Eletricas Brasileiras SA (Non Taxable) ............................... Electric Utilities 1,251,948,148 27,167,262 Centrais Eletricas Brasileiras SA (Taxable) ................................... Electric Utilities 538,847,500 11,692,986 Companhia de Bebidas das Americas (AmBev) ..................................... Beverages 42,247,000 15,604,414 a Companhia de Bebidas das Americas (AmBev), rts., 7/25/06 ...................... Beverages 19,342 333 Souza Cruz SA (Non Taxable) ................... Tobacco 2,734,534 40,666,393 Souza Cruz SA (Taxable) ....................... Tobacco 17,600 261,737 -------------- 95,393,125 -------------- CHINA 12.2% Aluminum Corp. of China Ltd., H ............... Metals & Mining 96,092,000 71,143,973 Anhui Conch Cement Co. Ltd., H ................ Construction Materials 8,734,000 14,226,129 China Mobile (Hong Kong) Ltd. ................. Wireless Telecommunication Services 15,308,000 87,515,397 China Petroleum and Chemical Corp., H ......... Oil, Gas & Consumable Fuels 49,870,000 28,574,749 China Telecom Corp. Ltd., H ................... Diversified Telecommunication Services 66,038,000 21,257,734 China Travel International Investment Hong Kong Ltd. .............................. Hotels, Restaurants & Leisure 79,210,000 19,072,370 Chongqing Changan Automobile Co. .............. Ltd., B ..................................... Automobiles 7,774,109 3,993,986 Citic Pacific Ltd. ............................ Industrial Conglomerates 4,589,764 13,533,461 CNOOC Ltd. .................................... Oil, Gas & Consumable Fuels 103,337,000 82,495,561 Datang International Power Generation Co. ..... Ltd., H ..................................... Independent Power Producers & Energy Traders 19,162,000 13,323,479 Denway Motors Ltd. ............................ Automobiles 76,690,386 25,674,223 Huadian Power International Corp. ............. Ltd., H ..................................... Independent Power Producers & Energy Traders 22,226,000 6,296,034 Huaneng Power International Inc., H ........... Independent Power Producers & Energy Traders 26,980,000 17,890,901 PetroChina Co. Ltd., H ........................ Oil, Gas & Consumable Fuels 142,499,000 152,290,548 b PetroChina Co. Ltd., H, 144A .................. Oil, Gas & Consumable Fuels 26,450,000 28,267,462 Shanghai Industrial Holdings Ltd. ............. Industrial Conglomerates 11,918,000 23,248,720 a TCL Multimedia Technology Holdings Ltd. ....... Household Durables 2,171,386 229,263 Travelsky Technology Ltd., H .................. IT Services 10,309,000 11,813,799 -------------- 620,847,789 -------------- 18 | Semiannual Report Templeton Developing Markets Trust STATEMENT OF INVESTMENTS, JUNE 30, 2006 (UNAUDITED) (CONTINUED) - ------------------------------------------------------------------------------------------------------------------------------------ INDUSTRY SHARES/RIGHTS VALUE - ------------------------------------------------------------------------------------------------------------------------------------ LONG TERM INVESTMENTS (CONTINUED) COMMON STOCKS AND RIGHTS (CONTINUED) CROATIA 1.0% a,c Pliva d.d., GDR, Reg S ...................... Pharmaceuticals 1,838,850 $ 49,796,058 -------------- CZECH REPUBLIC 0.2% Philip Morris CR AS ......................... Tobacco 19,661 10,839,690 -------------- FINLAND 0.4% Nokian Renkaat OYJ .......................... Auto Components 1,485,140 19,530,616 -------------- HONG KONG 1.6% Cheung Kong (Holdings) Ltd. ................. Real Estate 3,998,000 43,319,152 Cheung Kong Infrastructure Holdings Ltd. .... Electric Utilities 2,571,000 7,431,927 Dairy Farm International Holdings Ltd. ...... Food & Staples Retailing 4,008,054 12,585,290 Hopewell Holdings Ltd. ...................... Transportation Infrastructure 1,392,000 3,925,242 MTR Corp. Ltd. .............................. Road & Rail 6,891,295 16,637,388 -------------- 83,898,999 -------------- HUNGARY 2.5% BorsodChem Rt ............................... Chemicals 758,166 8,733,968 Gedeon Richter Ltd. ......................... Pharmaceuticals 88,158 16,213,629 a Magyar Telekom PLC .......................... Diversified Telecommunication Services 9,268,179 35,268,255 MOL Magyar Olaj-es Gazipari Rt .............. Oil, Gas & Consumable Fuels 632,010 64,980,465 -------------- 125,196,317 -------------- INDIA 2.1% Gail India Ltd. ............................. Gas Utilities 2,775,840 15,415,956 Himatsingka Seide Ltd. ...................... Textiles, Apparel & Luxury Goods 1,985,843 4,023,193 Hindustan Petroleum Corp. Ltd. .............. Oil, Gas & Consumable Fuels 4,911,041 25,208,155 Indian Oil Corp. Ltd. ....................... Oil, Gas & Consumable Fuels 2,016,259 17,578,544 Oil & Natural Gas Corp. Ltd. ................ Oil, Gas & Consumable Fuels 1,504,804 36,342,591 b Oil & Natural Gas Corp. Ltd., 144A .......... Oil, Gas & Consumable Fuels 386,240 9,328,100 -------------- 107,896,539 -------------- INDONESIA 0.6% PT Astra International Tbk .................. Automobiles 22,982,000 24,190,273 PT Bank Danamon Indonesia Tbk ............... Commercial Banks 19,802,500 8,497,780 -------------- 32,688,053 -------------- ISRAEL 0.3% a Israel Discount Bank ........................ Commercial Banks 1,799,193 3,075,964 a Taro Pharmaceutical Industries Ltd. ......... Pharmaceuticals 979,623 10,393,800 -------------- 13,469,764 -------------- MALAYSIA 2.0% Maxis Communications Bhd .................... Wireless Telecommunication Services 17,944,500 41,754,109 Resorts World Bhd ........................... Hotels, Restaurants & Leisure 7,542,700 24,016,762 Sime Darby Bhd .............................. Industrial Conglomerates 14,969,300 22,406,083 Tanjong PLC ................................. Hotels, Restaurants & Leisure 1,718,300 6,312,981 YTL Power International Bhd ................. Water Utilities 11,064,688 5,871,858 -------------- 100,361,793 -------------- Semiannual Report | 19 Templeton Developing Markets Trust STATEMENT OF INVESTMENTS, JUNE 30, 2006 (UNAUDITED) (CONTINUED) - ------------------------------------------------------------------------------------------------------------------------------------ INDUSTRY SHARES/RIGHTS VALUE - ------------------------------------------------------------------------------------------------------------------------------------ LONG TERM INVESTMENTS (CONTINUED) COMMON STOCKS AND RIGHTS (CONTINUED) MEXICO 2.7% Fomento Economico Mexicano SA de CV, ADR ......................................... Beverages 466,810 $ 39,081,333 Grupo Bimbo SA de CV, A ....................... Food Products 2,267,438 6,791,824 Kimberly Clark de Mexico SA de CV, A .......... Household Products 18,505,712 58,578,998 Telefonos de Mexico SA de CV, L, ADR .......... Diversified Telecommunication Services 1,534,240 31,958,219 -------------- 136,410,374 -------------- PANAMA 0.2% Banco Latinoamericano de Exportaciones SA, E ....................................... Commercial Banks 718,800 11,234,844 -------------- PERU 0.2% Compania de Minas Buenaventura SA, ADR ......................................... Metals & Mining 379,600 10,355,488 -------------- PHILIPPINES 0.6% San Miguel Corp., B ........................... Beverages 22,847,236 31,451,032 -------------- POLAND 1.2% Polski Koncern Naftowy Orlen SA ............... Oil, Gas & Consumable Fuels 2,318,128 38,668,298 Telekomunikacja Polska SA ..................... Diversified Telecommunication Services 3,865,510 24,332,043 -------------- 63,000,341 -------------- PORTUGAL 0.2% a Jeronimo Martins SGPS SA ...................... Food & Staples Retailing 557,451 9,520,142 -------------- RUSSIA 6.9% Gazprom ....................................... Oil, Gas & Consumable Fuels 4,564,650 47,928,825 LUKOIL, ADR ................................... Oil, Gas & Consumable Fuels 1,602,032 133,369,164 LUKOIL, ADR (London Exchange) ................. Oil, Gas & Consumable Fuels 645,346 53,821,856 Mining and Metallurgical Co. .................. Norilsk Nickel .............................. Metals & Mining 561,520 72,997,600 a Mobile Telesystems, ADR ....................... Wireless Telecommunication Services 1,082,600 31,871,744 a ZAO Polyus Gold Co. ........................... Metals & Mining 217,565 9,355,295 -------------- 349,344,484 -------------- SINGAPORE 1.0% ComfortDelGro Corp. Ltd. ...................... Road & Rail 21,755,000 21,031,941 Fraser and Neave Ltd. ......................... Industrial Conglomerates 12,122,980 30,640,667 -------------- 51,672,608 -------------- SOUTH AFRICA 9.6% Anglo American PLC ............................ Metals & Mining 2,551,592 104,348,369 Edgars Consolidated Stores Ltd. ............... Specialty Retail 4,945,423 19,967,922 a Imperial Holdings Ltd. ........................ Air Freight & Logistics 1,083,228 20,395,506 JD Group Ltd. ................................. Specialty Retail 1,877,171 17,378,886 Massmart Holdings Ltd. ........................ Food & Staples Retailing 2,137,029 14,008,419 MTN Group Ltd. ................................ Wireless Telecommunication Services 4,528,800 33,413,322 Nampak Ltd. ................................... Containers & Packaging 4,281,595 10,898,063 Nedbank Group Ltd. ............................ Commercial Banks 4,077,728 64,265,448 Old Mutual PLC ................................ Insurance 26,959,544 81,388,179 Remgro Ltd. ................................... Diversified Financial Services 5,773,730 108,718,450 20 | Semiannual Report Templeton Developing Markets Trust STATEMENT OF INVESTMENTS, JUNE 30, 2006 (UNAUDITED) (CONTINUED) - ------------------------------------------------------------------------------------------------------------------------------------ INDUSTRY SHARES/RIGHTS VALUE - ------------------------------------------------------------------------------------------------------------------------------------ LONG TERM INVESTMENTS (CONTINUED) COMMON STOCKS AND RIGHTS (CONTINUED) SOUTH AFRICA (CONTINUED) Sappi Ltd. .................................. Paper & Forest Products 1,079,763 $ 13,516,865 -------------- 488,299,429 -------------- SOUTH KOREA 16.2% Daewoo Shipbuilding & Marine Engineering Co. Ltd. .................................. Machinery 628,450 18,480,901 Hana Financial Group Inc. ................... Commercial Banks 1,425,569 67,014,890 Hite Brewery Co. Ltd. ....................... Beverages 154,090 15,413,060 Hyundai Development Co. ..................... Construction & Engineering 1,435,780 62,046,883 Hyundai Motor Co. Ltd. ...................... Automobiles 73,750 6,265,349 Kangwon Land Inc. ........................... Hotels, Restaurants & Leisure 3,473,566 59,311,483 Kookmin Bank ................................ Commercial Banks 265,100 21,794,783 Korea Gas Corp. ............................. Gas Utilities 396,460 13,580,975 LG Card Co. Ltd. ............................ Consumer Finance 1,164,810 57,641,981 LG Chem Ltd. ................................ Chemicals 486,270 16,913,739 LG Corp. .................................... Industrial Conglomerates 682,600 20,037,323 LG Electronics Inc. ......................... Household Durables 510,660 30,949,091 LG Petrochemical Co. Ltd. ................... Chemicals 342,200 6,672,675 a,b Lotte Shopping Co. Ltd., GDR, 144A .......... Multiline Retail 2,106,000 40,372,020 Samsung Electronics Co. Ltd. ................ Semiconductors & Semiconductor Equipment 404,031 256,791,244 Samsung Fine Chemicals Co. Ltd. ............. Chemicals 570,740 14,467,770 Shinhan Financial Group Co. Ltd. ............ Commercial Banks 699,000 32,785,771 SK Corp. .................................... Oil, Gas & Consumable Fuels 705,850 45,382,714 SK Telecom Co. Ltd. ......................... Wireless Telecommunication Services 186,447 40,089,790 -------------- 826,012,442 -------------- SWEDEN 0.7% Oriflame Cosmetics SA, SDR .................. Personal Products 1,146,884 38,176,068 -------------- TAIWAN 12.0% Asustek Computer Inc. ....................... Computers & Peripherals 10,643,000 26,140,183 AU Optronics Corp. .......................... Electronic Equipment & Instruments 16,676,000 23,544,285 a BenQ Corp. .................................. Computers & Peripherals 12,568,000 7,804,402 China Motor Corp. ........................... Automobiles 11,176,000 11,221,404 Chinatrust Financial Holding Co. Ltd. ....... Commercial Banks 25,707,809 21,324,889 Chunghwa Telecom Co. Ltd. ................... Diversified Telecommunication Services 17,728,000 32,040,039 D-Link Corp. ................................ Communications Equipment 22,846,893 24,916,055 LITE-ON IT Corp. ............................ Computers & Peripherals 3,337,000 3,902,110 Lite-On Technology Corp. .................... Computers & Peripherals 23,855,658 35,339,259 MediaTek Inc. ............................... Semiconductors & Semiconductor Equipment 2,581,000 23,921,405 Mega Financial Holding Co. Ltd. ............. Commercial Banks 111,214,308 82,289,345 President Chain Store Corp. ................. Food & Staples Retailing 10,510,164 23,053,946 Realtek Semiconductor Corp. ................. Semiconductors & Semiconductor Equipment 27,149,450 28,517,889 Siliconware Precision Industries Co. ........ Semiconductors & Semiconductor Equipment 17,363,258 21,349,697 Sunplus Technology Co. Ltd. ................. Semiconductors & Semiconductor Equipment 19,916,866 22,059,090 Synnex Technology International Corp. ....... Electronic Equipment & Instruments 17,928,240 19,496,549 Taiwan Mobile Co. Ltd. ...................... Wireless Telecommunication Services 54,608,106 54,323,834 Taiwan Semiconductor Manufacturing Co. ...... Ltd ....................................... Semiconductors & Semiconductor Equipment 52,683,045 95,051,974 Semiannual Report | 21 Templeton Developing Markets Trust STATEMENT OF INVESTMENTS, JUNE 30, 2006 (UNAUDITED) (CONTINUED) - ------------------------------------------------------------------------------------------------------------------------------------ INDUSTRY SHARES/RIGHTS VALUE - ------------------------------------------------------------------------------------------------------------------------------------ LONG TERM INVESTMENTS (CONTINUED) COMMON STOCKS AND RIGHTS (CONTINUED) TAIWAN (CONTINUED) Uni-President Enterprises Corp. ......... Food Products 23,391,790 $ 20,379,334 United Microelectronics Corp. ........... Semiconductors & Semiconductor Equipment 29,901,000 17,921,108 a Yageo Corp. ............................. Electronic Equipment & Instruments 22,195,000 7,679,812 Yang Ming Marine Transport Corp. ........ Marine 1,382,000 866,725 Yuanta Core Pacific Securities Co. ...... Capital Markets 15,706,232 10,383,965 -------------- 613,527,299 -------------- THAILAND 3.1% Aromatics (Thailand) Public Co. Ltd., fgn. Chemicals 6,507,800 4,677,695 Bangkok Bank Public Co. Ltd., fgn ....... Commercial Banks 8,113,500 22,561,149 Kasikornbank Public Co. Ltd., fgn ....... Commercial Banks 22,642,900 36,233,392 Land and Houses Public Co. Ltd., fgn .... Household Durables 33,361,838 6,607,604 Siam Cement Public Co. Ltd., fgn ........ Construction Materials 5,068,113 30,844,759 Siam Commercial Bank Public Co. Ltd., fgn ................................... Commercial Banks 11,391,000 17,630,352 Thai Airways International Public Co. Ltd., fgn ............................. Airlines 6,226,700 6,452,116 a Thai Beverages Co., Ltd. ................ Beverages 77,403,000 12,960,820 a TMB Bank Public Co. Ltd., fgn ........... Commercial Banks 217,743,100 19,420,949 a True Corp. Public Co. Ltd., rts., 3/28/08 Diversified Telecommunication Services 2,258,595 -- -------------- 157,388,836 -------------- TURKEY 7.1% Akbank TAS .............................. Commercial Banks 12,370,440 59,409,382 Arcelik AS, Br .......................... Household Durables 6,344,829 36,284,804 a KOC Holding AS .......................... Industrial Conglomerates 7,658,075 22,841,146 a Migros Turk TAS ......................... Food & Staples Retailing 1,806,685 14,499,146 Tupras-Turkiye Petrol Rafineleri AS ..... Oil, Gas & Consumable Fuels 4,740,040 79,375,078 a Turk Hava Yollari Anonim Ortakligi ...... Airlines 1,015,000 3,495,577 a,b Turk Hava Yollari Anonim Ortakligi, 144A Airlines 6,362,000 21,910,205 Turkcell Iletisim Hizmetleri AS ......... Wireless Telecommunication Services 8,311,977 38,080,147 Turkiye Is Bankasi (Isbank), C .......... Commercial Banks 5,224,466 25,750,923 Turkiye Vakiflar Bankasi T.A.O. ......... Commercial Banks 14,762,919 57,838,924 -------------- 359,485,332 -------------- UNITED KINGDOM 2.1% HSBC Holdings PLC ....................... Commercial Banks 3,731,282 65,388,178 Provident Financial PLC ................. Consumer Finance 3,714,808 42,248,091 -------------- 107,636,269 -------------- TOTAL COMMON STOCKS AND RIGHTS (COST $3,650,085,498) ................. 4,554,308,331 -------------- DIRECT EQUITY INVESTMENTS (COST $4,447,586) 0.1% HONG KONG 0.1% a,d,e,f Mayfair Hanoi, Ltd., 30% equity owned through HEA Holdings Ltd., a wholly owned investment ...................... Real Estate 4,847,692 -------------- 22 | Semiannual Report Templeton Developing Markets Trust STATEMENT OF INVESTMENTS, JUNE 30, 2006 (UNAUDITED) (CONTINUED) - ------------------------------------------------------------------------------------------------------------------------------------ INDUSTRY SHARES/RIGHTS VALUE - ------------------------------------------------------------------------------------------------------------------------------------ PREFERRED STOCKS 8.9% BRAZIL 8.7% Banco Bradesco SA, ADR, pfd. .................. Commercial Banks 2,471,298 $ 76,832,655 Braskem SA, pfd., A ........................... Chemicals 1,374,514 8,434,042 Companhia Vale do Rio Doce, ADR, pfd., A ...... Metals & Mining 4,669,900 96,106,542 Petroleo Brasileiro SA, ADR, pfd. ............. Oil, Gas & Consumable Fuels 2,240,841 178,908,745 Sadia SA, pfd. ................................ Food Products 4,721,438 12,534,405 Suzano Bahia Sul Papel e Celulose SA, pfd., A ..................................... Paper & Forest Products 2,111,868 12,412,429 Unibanco - Uniao de Bancos Brasileiros SA, GDR, pfd. ............................... Commercial Banks 738,800 49,048,932 Usinas Siderurgicas de Minas Gerais SA, pfd., A ..................................... Metals & Mining 283,238 10,154,407 -------------- 444,432,157 -------------- RUSSIA 0.2% Surgutneftegaz, pfd. .......................... Oil, Gas & Consumable Fuels 7,973,050 8,371,703 -------------- TOTAL PREFERRED STOCKS (COST $306,205,257) ......................... 452,803,860 -------------- TOTAL LONG TERM INVESTMENTS (COST $3,960,738,341) ------------------ PRINCIPAL AMOUNT ------------------ SHORT TERM INVESTMENTS (COST $353,733) 0.0% g UNITED STATES 0.0% g h U.S. Treasury Bill, 9/07/06 ................... $ 357,000 353,885 -------------- TOTAL INVESTMENTS (COST $3,961,092,074) 98.4% ................. 5,012,313,768 OTHER ASSETS, LESS LIABILITIES 1.6% ........... 77,589,313 -------------- NET ASSETS 100.0% ............................. $5,089,903,081 ============== SELECTED PORTFOLIO ABBREVIATIONS ADR - American Depository Receipt GDR - Global Depository Receipt SDR - Swedish Depository Receipt a Non-income producing for the twelve months ended June 30, 2006. b 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 Fund's Board of Trustees. At June 30, 2006, the value of these securities was $99,877,787, representing 1.96% of net assets. c 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 Fund's Board of Trustees. At June 30, 2006, the value of this security was $49,796,058, representing 0.98% of net assets. d See Note 10 regarding other considerations. e See Note 8 regarding restricted securities. f See Note 9 regarding holdings of 5% voting securities. g Rounds to less than 0.1% of net assets. h The security is traded on a discount basis with no stated coupon rate. Semiannual Report | See notes to financial statements. | 23 Templeton Developing Markets Trust FINANCIAL STATEMENTS STATEMENT OF ASSETS AND LIABILITIES June 30, 2006 (unaudited) Assets: Investments in securities: Cost - Unaffiliated issuers ........................................ $3,956,644,488 Cost - Controlled affiliated issuers (Note 8) ...................... 4,447,586 -------------- Total cost of investments .......................................... $3,961,092,074 ============== Value - Unaffiliated issuers ....................................... $5,007,466,076 Value - Controlled affiliated issuers (Note 8) ..................... 4,847,692 -------------- Total value of investments ......................................... 5,012,313,768 Receivables: Investment securities sold ......................................... 85,160,204 Capital shares sold ................................................ 18,797,321 Dividends .......................................................... 11,072,897 Foreign tax ........................................................ 668,331 Other receivables (Note 11) ........................................ 604,964 -------------- Total assets ................................................. 5,128,617,485 -------------- Liabilities: Payables: Investment securities purchased .................................... 12,162,522 Capital shares redeemed ............................................ 9,043,113 Affiliates ......................................................... 8,766,752 Funds advanced by custodian ........................................ 4,043,536 Foreign currency advanced by custodian ............................. 2,747,682 Accrued expenses and other liabilities .............................. 1,950,799 -------------- Total liabilities ............................................ 38,714,404 -------------- Net assets, at value ...................................... $5,089,903,081 ============== Net assets consist of: Paid-in capital ..................................................... $4,022,597,940 Accumulated distributions in excess of net investment income (21,881,262) Net unrealized appreciation (depreciation) .......................... 1,050,853,756 Accumulated net realized gain (loss) ................................ 38,332,647 -------------- Net assets, at value ...................................... $5,089,903,081 ============== 24 | See notes to financial statements. | Semiannual Report Templeton Developing Markets Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENT OF ASSETS AND LIABILITIES (CONTINUED) June 30, 2006 (unaudited) CLASS A: Net assets, at value ....................................................... $4,231,699,379 ============== Shares outstanding ......................................................... 171,244,839 ============== Net asset value per share a ................................................ $ 24.71 ============== Maximum offering price per share (net asset value per share / 94.25%) ...... $ 26.22 ============== CLASS B: Net assets, at value ....................................................... $ 49,164,036 ============== Shares outstanding ......................................................... 2,030,596 ============== Net asset value and maximum offering price per share a ..................... $ 24.21 ============== CLASS C: Net assets, at value ....................................................... $ 414,278,807 ============== Shares outstanding ......................................................... 17,133,509 ============== Net asset value and maximum offering price per share a ..................... $ 24.18 ============== CLASS R: Net assets, at value ....................................................... $ 26,519,153 ============== Shares outstanding ......................................................... 1,084,912 ============== Net asset value and maximum offering price per share a ..................... $ 24.44 ============== ADVISOR CLASS: Net assets, at value ....................................................... $ 368,241,706 ============== Shares outstanding ......................................................... 14,893,203 ============== Net asset value and maximum offering price per share a ..................... $ 24.73 ============== a Redemption price is equal to net asset value less contingent deferred sales charges, if applicable, and redemption fees retained by the Fund. Semiannual Report | See notes to financial statements. | 25 Templeton Developing Markets Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENT OF OPERATIONS for the six months ended June 30, 2006 (unaudited) Investment income: Dividends (net of foreign taxes of $6,015,473) ................................ $ 77,623,407 Interest (net of foreign taxes of $711) ....................................... 3,394,200 Other Income (Note 11) ........................................................ 604,964 ------------- Total investment income ................................................ 81,622,571 ------------- Expenses: Management fees (Note 3a) ..................................................... 29,873,950 Administrative fees (Note 3b) ................................................. 2,139,043 Distribution fees (Note 3c) Class A ...................................................................... 5,650,178 Class B ...................................................................... 261,028 Class C ...................................................................... 2,087,656 Class R ...................................................................... 58,160 Transfer agent fees (Note 3e) ................................................. 3,651,157 Custodian fees (Note 4) ....................................................... 2,314,503 Reports to shareholders ....................................................... 149,325 Registration and filing fees .................................................. 70,865 Professional fees ............................................................. 37,400 Trustees' fees and expenses ................................................... 122,999 Other ......................................................................... 43,811 ------------- Total expenses ......................................................... 46,460,075 Expense reductions (Note 4) ............................................ (11,673) ------------- Net expenses ........................................................ 46,448,402 ------------- Net investment income ............................................ 35,174,169 ------------- Realized and unrealized gains (losses): Net realized gain (loss) from: Investments (net of foreign taxes of $505,145) ............................... 349,218,679 Foreign currency transactions ................................................ 605,784 ------------- Net realized gain (loss) ............................................... 349,824,463 ------------- Net change in unrealized appreciation (depreciation) on: Investments .................................................................. (194,770,904) Translation of assets and liabilities denominated in foreign currencies ...... (283,411) Change in deferred taxes on unrealized appreciation .......................... 427,667 ------------- Net unrealized depreciation ............................................ (194,626,648) ------------- Net realized and unrealized gain (loss) ........................................ 155,197,815 ------------- Net increase (decrease) in net assets resulting from operations ................ $ 190,371,984 ============= 26 | See notes to financial statements. | Semiannual Report Templeton Developing Markets Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF CHANGES IN NET ASSETS ------------------------------------- SIX MONTHS ENDED JUNE 30, 2006 YEAR ENDED (UNAUDITED) DECEMBER 31, 2005 ------------------------------------- Increase (decrease) in net assets: Operations: Net investment income ................................................................. $ 35,174,169 $ 43,272,512 Net realized gain (loss) from investments and foreign currency transactions ........... 349,824,463 400,601,203 Net change in unrealized appreciation (depreciation) on investments, translation of assets and liabilities denominated in foreign currencies, and deferred taxes ......... (194,626,648) 412,370,518 ---------------------------------- Net increase (decrease) in net assets resulting from operations ................. 190,371,984 856,244,233 Distributions to shareholders from: Net investment income: Class A ......................................................................... (24,093,430) (39,094,297) Class B ......................................................................... (330,316) (328,927) Class C ......................................................................... (2,577,121) (2,418,452) Class R ......................................................................... (136,502) (140,866) Advisor Class ................................................................... (2,363,970) (4,529,261) ---------------------------------- Total distributions to shareholders .................................................... (29,501,339) (46,511,803) ---------------------------------- Capital share transactions: (Note 2) Class A ......................................................................... 713,961,562 422,960,064 Class B ......................................................................... (31,734) 357,601 Class C ......................................................................... 34,174,820 34,935,377 Class R ......................................................................... 9,855,342 8,554,551 Advisor Class ................................................................... 4,564,898 84,841,579 ---------------------------------- Total capital share transactions ....................................................... 762,524,888 551,649,172 ---------------------------------- Redemption fees ........................................................................ 31,591 41,172 ---------------------------------- Net increase (decrease) in net assets ........................................... 923,427,124 1,361,422,774 Net assets: Beginning of period .................................................................... 4,166,475,957 2,805,053,183 ---------------------------------- End of period .......................................................................... $5,089,903,081 $4,166,475,957 ================================== Accumulated distributions in excess of net investment income included in net assets: End of period .......................................................................... $ (21,881,262) $ (27,554,092) ================================== Semiannual Report | See notes to financial statements. | 27 Templeton Developing Markets Trust NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Templeton Developing Markets Trust (the Fund) is registered under the Investment Company Act of 1940 (1940 Act) as a diversified, open-end investment company. The Fund offers five classes of shares: Class A, Class B, Class C, Class R, and Advisor Class. Effective March 1, 2005, Class B shares are only offered to existing Class B shareholders in the form of reinvested distributions and certain exchanges from other Franklin Templeton Class B shares. 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. The following summarizes the Fund's 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. Government securities generally trade in the over-the-counter market rather than on a securities exchange. The Fund may utilize independent pricing services, quotations from bond dealers, and information with respect to bond and note transactions, to assist in determining a current market value for each security. The Fund's pricing services 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. The Fund 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 28 | Semiannual Report Templeton Developing Markets Trust NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) A. SECURITY VALUATION (CONTINUED) 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 Fund'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 Fund's Board of Trustees. The Fund does not separately report the effect of changes in foreign exchange rates from changes in market prices on securities held. Such changes are included in net realized and unrealized gain or loss from investments 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. C. FOREIGN CURRENCY CONTRACTS When the Fund purchases or sells 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 on a specified date. 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. Semiannual Report | 29 Templeton Developing Markets Trust NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) D. INCOME AND DEFERRED TAXES No provision has been made for U.S. income taxes because the Fund intends 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. Foreign securities held by the Fund may be subject to foreign taxation on dividend and interest income received. Foreign taxes, if any, are recorded based on the tax regulations and rates that exist in the foreign markets in which the Fund invests. The Fund may be subject to a tax imposed on net realized gains on securities of certain foreign countries. The Fund records an estimated deferred tax liability for net unrealized gains on these securities in an amount that would be payable if the securities were disposed of on the valuation date. E. 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. Dividend income is recorded on the ex-dividend date. Dividend income is recorded on the ex-dividend date except that certain dividends from foreign securities are recognized as soon as the Fund is 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. 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. 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 class-level expenses may result in payment of different per share distributions by class. F. ACCOUNTING ESTIMATES The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the amounts of income and expenses during the reporting period. Actual results could differ from those estimates. 30 | Semiannual Report Templeton Developing Markets Trust NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) G. REDEMPTION FEES A short term trading redemption fee will be imposed, with some exceptions, on any Fund shares that are redeemed or exchanged within seven calendar days following their purchase date (30 days or less prior to June 1, 2004). The redemption fee is 2% of the amount redeemed. Such fees are retained by the Fund and accounted for as an addition to paid-in capital. H. GUARANTEES AND INDEMNIFICATIONS Under the Fund's organizational documents, its officers and trustees are indemnified by the Fund against certain liabilities arising out of the performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts with service providers that contain general indemnification clauses. The Fund's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. 2. SHARES OF BENEFICIAL INTEREST At June 30, 2006, there were an unlimited number of shares authorized ($0.01 par value). Transactions in the Fund's shares were as follows: -------------------------------------------------------------------- SIX MONTHS ENDED YEAR ENDED JUNE 30, 2006 DECEMBER 31, 2005 -------------------------------------------------------------------- SHARES AMOUNT SHARES AMOUNT -------------------------------------------------------------------- CLASS A SHARES: Shares sold ........................ 56,777,249 $1,484,414,504 62,784,335 $1,280,942,613 Shares issued in reinvestment of distributions .................. 809,923 20,928,403 1,592,210 33,794,108 Shares redeemed .................... (31,308,405) (791,381,345) (43,826,099) (891,776,657) -------------------------------------------------------------------- Net increase (decrease) ............ 26,278,767 $ 713,961,562 20,550,446 $ 422,960,064 ==================================================================== CLASS B SHARES: Shares sold ........................ 261,219 $ 6,613,201 346,641 $ 6,913,076 Shares issued in reinvestment of distributions .................. 11,728 297,664 15,252 297,644 Shares redeemed .................... (281,568) (6,942,599) (350,954) (6,853,119) -------------------------------------------------------------------- Net increase (decrease) ............ (8,621) $ (31,734) 10,939 $ 357,601 ==================================================================== CLASS C SHARES: Shares sold ........................ 3,545,678 $ 89,769,745 4,078,278 $ 82,118,609 Shares issued in reinvestment of distributions .................. 82,709 2,095,848 100,801 1,982,771 Shares redeemed .................... (2,336,102) (57,690,773) (2,515,326) (49,166,003) -------------------------------------------------------------------- Net increase (decrease) ............ 1,292,285 $ 34,174,820 1,663,753 $ 34,935,377 ==================================================================== Semiannual Report | 31 Templeton Developing Markets Trust NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 2. SHARES OF BENEFICIAL INTEREST (CONTINUED) ---------------------------------------------------------------- SIX MONTHS ENDED YEAR ENDED JUNE 30, 2006 DECEMBER 31, 2005 ---------------------------------------------------------------- SHARES AMOUNT SHARES AMOUNT ---------------------------------------------------------------- CLASS R SHARES: Shares sold ........................ 647,220 $ 16,431,265 561,492 $ 11,503,248 Shares issued in reinvestment of distributions .................. 5,269 134,790 6,460 138,829 Shares redeemed .................... (265,222) (6,710,713) (154,113) (3,087,526) ---------------------------------------------------------------- Net increase (decrease) ............ 387,267 $ 9,855,342 413,839 $ 8,554,551 ================================================================ ADVISOR CLASS SHARES: Shares sold ........................ 3,140,747 $ 79,593,716 7,573,075 $161,924,074 Shares issued in reinvestment of distributions .................. 53,549 1,383,159 131,387 2,828,459 Shares redeemed .................... (2,991,867) (76,411,977) (3,772,674) (79,910,954) ---------------------------------------------------------------- Net increase (decrease) ............ 202,429 $ 4,564,898 3,931,788 $ 84,841,579 ================================================================ 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 Fund are also officers and/or directors of the following subsidiaries: - ---------------------------------------------------------------------------------------------- SUBSIDIARY AFFILIATION - ---------------------------------------------------------------------------------------------- Templeton Asset Management Ltd. (TAML) Investment manager Franklin Templeton Services, LLC (FT Services) Administrative manager Franklin Templeton Distributors, Inc. (Distributors) Principal underwriter Franklin Templeton Investor Services, LLC (Investor Services) Transfer agent A. MANAGEMENT FEES The Fund pays an investment management fee to TAML based on the average daily net assets of the Fund as follows: - -------------------------------------------------------------------------------- ANNUALIZED FEE RATE NET ASSETS - -------------------------------------------------------------------------------- 1.250% Up to and including $1 billion 1.200% Over $1 billion, up to and including $5 billion 1.150% Over $5 billion, up to and including $10 billion 1.100% Over $10 billion, up to and including $15 billion 1.050% Over $15 billion, up to and including $20 billion 1.000% In excess of $20 billion B. ADMINISTRATIVE FEES The Fund pays an administrative fee to FT Services based on the Fund's average daily net assets of the Fund as follows: 32 | Semiannual Report Templeton Developing Markets Trust NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 3. TRANSACTIONS WITH AFFILIATES (CONTINUED) B. ADMINISTRATIVE FEES (CONTINUED) - -------------------------------------------------------------------------------- ANNUALIZED FEE RATE NET ASSETS - -------------------------------------------------------------------------------- 0.150% Up to and including $200 million 0.135% Over $200 million, up to and including $700 million 0.100% Over $700 million, up to and including $1.2 billion 0.075% In excess of $1.2 billion C. DISTRIBUTION FEES The Fund'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 Fund's Class A reimbursement distribution plan, the Fund reimburses Distributors up to 0.35% per year of Class A's average daily net assets for costs incurred in connection with the sale and distribution of the Fund's shares. Effective November 1, 2005, the Class A reimbursement distribution plan was amended to discontinue the reimbursement of excess plan year costs in subsequent periods. Under the Fund's compensation distribution plans, the Fund pays Distributors for costs incurred in connection with the sale and distribution of the Fund's shares up to a certain percentage per year of its average daily net assets of each class as follows: Class B ................................................... 1.00% Class C ................................................... 1.00% Class R ................................................... 0.50% D. SALES CHARGES/UNDERWRITING AGREEMENTS Distributors has advised the Fund of the following commission transactions related to the sales and redemptions of the Fund's shares for the period: Net sales charges received a .......................... $633,842 Contingent deferred sales charges retained ............ $ 68,711 a Net of commissions paid to unaffiliated broker/dealers. E. TRANSFER AGENT FEES The Fund paid transfer agent fees of $3,651,157, of which $2,140,698 was retained by Investor Services. 4. EXPENSE OFFSET ARRANGEMENT The Fund has entered into an arrangement with its custodian whereby credits realized as a result of uninvested cash balances are used to reduce a portion of the Fund's custodian expenses. During the period ended June 30, 2006, the custodian fees were reduced as noted in the Statement of Operations. Semiannual Report | 33 Templeton Developing Markets Trust NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 5. INCOME TAXES At December 31, 2005, the Fund had tax basis capital losses which may be carried over to offset future capital gains, if any. At December 31, 2005, the Fund had remaining tax basis capital losses of $10,995,696 from the merged Templeton Vietnam and Southeast Asia Fund and Templeton Emerging Markets Appreciation Fund which may be carried over to offset future capital gains, subject to certain limitations under the Internal Revenue Code. At December 31, 2005, capital losses carryforwards were as follows: Capital loss carryovers expiring in: 2008 .............................................. $ 7,422,048 2009 .............................................. 159,105,818 2010 .............................................. 141,181,639 ------------ $307,709,505 ============ For tax purposes, realized currency losses occurring subsequent to October 31, may be deferred and treated as occurring on the first day of the following fiscal year. At December 31, 2005, the Fund deferred realized currency losses of $868,511. Net investment income differs for financial statement and tax purposes primarily due to differing treatments of foreign currency transactions, passive foreign investment company shares and foreign taxes paid on net realized gains. Net realized gains (losses) differ for financial statement and tax purposes primarily due to differing treatments of wash sales, foreign currency transactions, passive foreign investment company shares and foreign taxes paid on net realized gains. At June 30, 2006, the cost of investments and net unrealized appreciation (depreciation) for tax purposes were as follows: Cost of investments .............................. $4,024,268,807 ============== Unrealized appreciation .......................... $1,128,620,725 Unrealized depreciation .......................... (140,575,764) -------------- Net unrealized appreciation (depreciation) ....... $ 988,044,961 ============== 6. INVESTMENT TRANSACTIONS Purchases and sales of investments (excluding short term securities) for the period ended June 30, 2006, aggregated $2,014,184,087 and $1,253,998,754, respectively. 7. CONCENTRATION OF RISK Investing in foreign securities may include certain risks and considerations not typically associated with investing in U.S. securities, such as fluctuating currency values and changing local and regional economic, political and social conditions, which may result in greater market volatility. In addition, certain foreign securities may not be as liquid as U.S. securities. 34 | Semiannual Report Templeton Developing Markets Trust NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 8. RESTRICTED SECURITIES The Fund may invest in securities that are restricted under the Securities Act of 1933 (the 1933 Act) or which are subject to legal, contractual, or other agreed upon restrictions on resale. Restricted securities are often purchased in private placement transactions, and cannot be sold without prior registration unless the sale is pursuant to an exemption under the 1933 Act. Disposal of these securities may require greater effort and expense, and prompt sale at an acceptable price may be difficult. At June 30, 2006, the Fund held investments in restricted securities, excluding 144A securities deemed to be liquid, valued in accordance with procedures approved by the Fund's Board of Trustees as reflecting fair value, as listed below. The sale or transfer of this restricted security may only be made pursuant to the terms of the organizational documents of the company. - --------------------------------------------------------------------------------------------------------------------- ACQUISITION SHARES ISSUER DATE COST VALUE - --------------------------------------------------------------------------------------------------------------------- Mayfair Hanoi, Ltd., 30% equity owned through HEA Holdings Ltd. (0.10% OF NET ASSETS) ............... 10/31/96 $4,447,586 $4,847,692 ========== 9. HOLDINGS OF 5% VOTING SECURITIES OF PORTFOLIO COMPANIES The Investment Company Act of 1940 defines "affiliated companies" to include investments in portfolio companies in which a fund owns 5% or more of the outstanding voting securities. Investments in "affiliated companies" for the Fund for the period ended June 30, 2006 were as shown below. - ------------------------------------------------------------------------------------------------------------------------------------ NUMBER OF SHARES NUMBER OF SHARES REALIZED HELD AT GROSS GROSS HELD AT VALUE AT INVESTMENT CAPITAL NAME OF ISSUER BEGINNING OF PERIOD ADDITIONS REDUCTIONS END OF PERIOD END OF PERIOD INCOME GAIN (LOSS) - ------------------------------------------------------------------------------------------------------------------------------------ Controlled Affiliates a Mayfair Hanoi, Ltd., 30% equity owned through HEA Holdings Ltd. (0.10% OF NET ASSETS) ......... -- -- -- -- $4,847,692 $ -- $ -- ================================= a Issuer in which the Fund owns 25% or more of the outstanding voting securities. 10. OTHER CONSIDERATIONS Directors or employees of TAML, as the Fund's Investment Manager, may serve as members on the board of directors of certain companies in which the Fund invests and/or may represent the Fund in certain corporate negotiations. At June 30, 2006, such individuals serve in one or more of these capacities for HEA Holdings Ltd., (which owns a 30% equity interest in Mayfair Hanoi Ltd.) and Mayfair Hanoi, Ltd. As a result of this involvement, such individuals may be in possession of certain material nonpublic information which, pursuant to the Fund's policies and the requirements of the federal securities laws, could prevent the Fund from trading in the securities of such companies for limited or extended periods of time. Semiannual Report | 35 Templeton Developing Markets Trust NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 11. REGULATORY MATTERS As part of various investigations by a number of federal, state, and foreign regulators and governmental entities, relating to certain practices in the mutual fund industry, including late trading, market timing and marketing support payments to securities dealers who sell fund shares, Franklin Resources, Inc. and certain of its subsidiaries (collectively, the "Company"), entered into settlements with certain of those regulators. Specifically, the Company entered into settlements with the Securities and Exchange Commission ("SEC") concerning market timing (the "August 2, 2004 SEC Order") and marketing support payments to securities dealers who sell fund shares (the "December 13, 2004 SEC Order") and with the California Attorney General's Office ("CAGO") concerning marketing support payments to securities dealers who sell fund shares (the "CAGO Settlement"). Under the terms of the settlements with the SEC and the CAGO, the Company retained an Independent Distribution Consultant ("IDC") to develop separate plans for the distribution of the respective settlement monies. The CAGO approved the distribution plan pertaining to the distribution of the monies owed under the CAGO settlement agreement, and in March 2005, the disbursement of monies to the relevant funds in accordance with the terms and conditions of that settlement was completed. On June 23, 2006, the SEC approved the IDC's proposed plan of distribution arising from the December 13, 2004 SEC Order. The relevant funds recorded the settlement as other income and disbursement of the settlement monies to the designated funds in accordance with the terms and conditions of the SEC's order and the plan will be completed in August, 2006. The IDC has also completed a proposed Plan of Distribution under the August 2, 2004 SEC Order resolving the SEC's market timing investigation and has submitted that plan to the SEC staff, where it is under review. The SEC has announced the following expected schedule with respect to the market timing Plan of Distribution: "The SEC anticipates that Notice of the Plan will be published on or after September 15, 2006. After publication and comment, the proposed Distribution Plan will be submitted to the SEC for approval. When the SEC approves the proposed Distribution Plan, with modifications as appropriate, distributions will begin pursuant to that Plan. The SEC anticipates the distribution will begin in the fall of 2006." In addition, the Company, as well as most of the mutual funds within Franklin Templeton Investments and certain current or former officers, directors, and/or employees, have been named in private lawsuits (styled as shareholder class actions, or as derivative actions on behalf of either the named funds or Franklin Resources, Inc.) relating to the industry practices referenced above, as well as to allegedly excessive advisory fees, commissions, and/or 12b-1 fees. The lawsuits were filed in different courts throughout the country. Many of those suits are now pending in a multi-district litigation in the United States District Court for the District of Maryland. 36 | Semiannual Report Templeton Developing Markets Trust NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 11. REGULATORY MATTERS (CONTINUED) The Company and fund management strongly believe that the claims made in each of the private lawsuits referenced above are without merit and intend to defend against them vigorously. The Company cannot predict with certainty the eventual outcome of these lawsuits, nor whether they will have a material negative impact on the Company. If it is determined that the Company bears responsibility for any unlawful or inappropriate conduct that caused losses to the Fund, it is committed to making the Fund or its shareholders whole, as appropriate. 12. FASB INTERPRETATION NO. 48 In July 2006, the FASB issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - an Interpretation of FASB Statement No. 109" ("FIN 48"), which clarifies the accounting for uncertainty in tax positions taken or expected to be taken in a tax return. FIN 48 provides guidance on the measurement, recognition, classification and disclosure of tax positions, along with accounting for the related interest and penalties. FIN 48 is effective for fiscal years beginning after December 15, 2006, and is to be applied to all open tax years as of the date of effectiveness. We have not yet completed our evaluation of the impact, if any, of adopting FIN 48 on the Fund's financial statements. Semiannual Report | 37 Templeton Developing Markets Trust SHAREHOLDER INFORMATION BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT At a meeting held February 28, 2006, the Board of Trustees ("Board"), including a majority of non-interested or independent Trustees, approved renewal of the investment management agreement for the Fund. In reaching this decision, the Board took into account information furnished throughout the year at regular Board meetings, as well as information prepared specifically in connection with the annual renewal review process. Information furnished and discussed throughout the year included investment performance reports and related financial information for the Fund, as well as periodic reports on shareholder services, legal, compliance, pricing, brokerage commissions and execution and other services provided by the Investment Manager ("Manager") and its affiliates. Information furnished specifically in connection with the renewal process included a report for the Fund prepared by Lipper, Inc. ("Lipper"), an independent organization, as well as a Fund profitability analysis report prepared by management. The Lipper reports compared the Fund's investment performance and expenses with those of other mutual funds deemed comparable to the Fund as selected by Lipper. The Fund profitability analysis report discussed the profitability to Franklin Templeton Investments from its overall U.S. fund operations, as well as on an individual fund-by-fund basis. Included with such profitability analysis report was information on a fund-by-fund basis listing portfolio managers and other accounts they manage, as well as information on management fees charged by the Manager and its affiliates including management's explanation of differences where relevant and a three-year expense analysis with an explanation for any increase in expense ratios. Additional information accompanying such report was a memorandum prepared by management describing enhancements to the services provided to the Fund by the Franklin Templeton Investments organization, as well as a memorandum relating to economies of scale. In considering such materials, the independent Trustees received assistance and advice from and met separately with independent counsel. In approving continuance of the investment management agreement for the Fund, the Board, including a majority of independent Trustees, determined that the existing management fee structure was fair and reasonable and that continuance of the investment management agreement was in the best interests of the Fund and its shareholders. While attention was given to all information furnished, the following discusses some primary factors relevant to the Board's decision. NATURE, EXTENT AND QUALITY OF SERVICES. The Board was satisfied with the nature and quality of the overall services provided by the Manager and its affiliates to the Fund and its shareholders. In addition to investment performance and expenses discussed later, the Board's opinion was based, in part, upon periodic reports furnished them showing that the investment policies and restrictions for the Fund were consistently complied with as well as other reports periodically furnished the Board covering matters such as the compliance of portfolio managers and other management personnel with the code of ethics adopted throughout the Franklin Templeton fund complex, the adherence to fair value pricing procedures established by the Board, and the accuracy of net asset value calculations. The Board also noted the extent of benefits provided Fund shareholders from being part of the Franklin Templeton family of funds, 38 | Semiannual Report Templeton Developing Markets Trust SHAREHOLDER INFORMATION (CONTINUED) BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) including the right to exchange investments between the same class of funds without a sales charge, the ability to reinvest Fund dividends into other funds and the right to combine holdings in other funds to obtain a reduced sales charge. Favorable consideration was given to management's efforts and expenditures in establishing back-up systems and recovery procedures to function in the event of a natural disaster, it being noted by the Board that such systems and procedures had functioned smoothly during the hurricanes and blackout experienced last year in Florida. Among other factors taken into account by the Board were the Manager's best execution trading policies, including a favorable report by an independent portfolio trading analytical firm. Consideration was also given to the experience of each Fund's portfolio management team, the number of accounts managed and general method of compensation. In this latter respect, the Board noted that a primary factor in management's determination of a portfolio manager's bonus compensation was the relative investment performance of the funds he or she managed so as to be aligned with the interests of Fund shareholders. The Board also took into account the transfer agent and shareholder services provided Fund shareholders by an affiliate of the Manager, noting continuing expenditures by management to increase and improve the scope of such services, periodic favorable reports on such service conducted by third parties, and the firsthand experience of the individual Trustees who deal with the shareholder services department in their capacities as shareholders in one or more of the various Franklin Templeton funds. INVESTMENT PERFORMANCE. The Board placed significant emphasis on the investment performance of the Fund in view of its importance to shareholders. While consideration was given to performance reports and discussions with portfolio managers at Board meetings during the year, particular attention in assessing performance was given to the Lipper reports furnished for the agreement renewal. The Lipper report prepared for the Fund showed the investment performance of its Class A shares during 2005, as well as during the previous ten years ended December 31, 2005, in comparison to a performance universe consisting of all retail and institutional emerging market funds as selected by Lipper. The Board noted that the Fund's total return during 2005 was in the second-lowest quintile of its Lipper performance universe, but that its total return on an annualized basis was in the middle quintile of its Lipper performance universe for the previous two-, five- and ten-year periods. The Board also noted that the levels of the Fund's total return during 2005 and the previous three-year period on an annualized basis as shown in such Lipper report exceeded 28%. The Board was satisfied with such performance. COMPARATIVE EXPENSES. Consideration was given to a comparative analysis of the management fees and total expense ratios of the Fund compared with those of a group of other funds selected by Lipper as its appropriate Lipper expense group. Prior to making such comparison, the Board relied upon a survey showing that the scope of services covered under the Fund's investment management agreement was similar to those provided by fund managers to other mutual fund groups that would be used as a basis of comparison in the Lipper reports. In reviewing comparative costs, emphasis was given to the Fund's management fee in comparison with the effective management fee that would have been charged by other funds within its Semiannual Report | 39 Templeton Developing Markets Trust SHAREHOLDER INFORMATION (CONTINUED) BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) Lipper expense group assuming they were the same size as the Fund, as well as the actual total expenses of the Fund in comparison with those of its Lipper expense group. The Lipper effective management fee analysis includes administrative charges as being part of a management fee, and actual total expenses, for comparative consistency, are shown by Lipper for fund Class A shares. The results of such expense comparisons showed that the effective fee rate for the Fund was in the second most expensive quintile of its Lipper expense group, and that its total actual expenses were also in the second most expensive quintile of its Lipper expense group. The Board found such fee and expenses to be acceptable in view of the Fund's performance and factors relating to its operation, such as the quality and experience of the Fund's portfolio managers and research staff, the nature of the disciplined value investment approach followed for the Fund and the depth of its physical presence and coverage in emerging markets geographical areas. MANAGEMENT PROFITABILITY. The Board also considered the level of profits realized by the Manager and its affiliates in connection with the operation of the Fund. In this respect, the Board reviewed the Fund profitability analysis that addresses the overall profitability of Franklin Templeton's U.S. fund business, as well as its profits in providing management and other services to the fund. The Board also considered the extent to which the Manager and its affiliates might derive ancillary benefits from fund operations, including its interest in a joint venture entity which financed up-front commissions paid to brokers/dealers who sold fund Class B shares, as well as potential benefits resulting from allocation of fund brokerage and the use of "soft" commission dollars to pay for research. Specific attention was given to the methodology followed in allocating costs to the Fund, it being recognized that allocation methodologies are inherently subjective and various allocation methodologies may each be reasonable while producing different results. In this respect, the Board noted that the cost allocation methodology was consistent with that followed in profitability report presentations for the Fund made in prior years and that the Fund's independent registered public accounting firm had been engaged by the Manager to perform certain procedures on a biennial basis, specified and approved by the Manager and the Fund's Board solely for their purposes and use in reference to the profitability analysis. Included in the analysis were the revenue and related costs involved in providing services to the Fund, as well as the Fund's relative contribution to the profitability of the Manager's parent. In reviewing and discussing such analysis, management discussed with the Board its belief that costs incurred in establishing the infrastructure necessary to the type of mutual fund operations conducted by the Manager and its affiliates may not be fully reflected in the expenses allocated to the Fund in determining its profitability, as well as the fact that the level of profits, to a certain extent, reflected operational cost savings and efficiencies initiated by management. The Board also took into account management's expenditures in improving shareholder services provided the Fund, as well as the need to meet additional regulatory and compliance requirements resulting from the Sarbanes-Oxley Act and recent SEC requirements. In addition, the Board considered a third-party study comparing the profitability of the Manager's parent on an overall basis as compared to other publicly held managers broken down to show profitability from management operations exclusive of distribution expenses, as well as profitability including distribution expenses. Based upon its consideration of all these factors, 40 | Semiannual Report Templeton Developing Markets Trust SHAREHOLDER INFORMATION (CONTINUED) BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) the Board determined that the level of profits realized by the Manager and its affiliates from providing services to the Fund was not excessive in view of the nature, quality and extent of services provided. ECONOMIES OF SCALE. The Board also considered whether economies of scale are realized by the Manager and its affiliates as the Fund grows larger and the extent to which this is reflected in the level of management fees charged. While recognizing that any precise determination is inherently subjective, the Board noted that based upon the Fund profitability analysis, it appears that as some funds get larger, at some point economies of scale do result in the Manager's realizing a larger profit margin on management services provided such a fund. The Board also noted that economies of scale are shared with a fund and its shareholders through management fee breakpoints so that as a fund grows in size, its effective management fee rate declines. The Fund's management advisory fee schedule is at the rate of 1.25% on the first $1 billion of Fund net assets; 1.20% on the next $4 billion of Fund net assets; 1.15% on the next $5 billion of Fund net assets; 1.10% on the next $5 billion of Fund net assets; 1.05% on the next $5 billion of Fund net assets; and 1% on net assets in excess of $20 billion. The Fund is also charged a separate fee for administrative services which starts at 0.15% on the first $200 million of Fund net assets, and declines through breakpoints to a fixed rate of 0.075% after net assets reach the $1.2 billion level. At the end of 2005, the Fund's net assets were approximately $4.2 billion, and to the extent economies of scale may be realized by the manager and its affiliates, the Board believes the schedules of management advisory and administrative fees provide a sharing of benefits with the Fund and its shareholders. PROXY VOTING POLICIES AND PROCEDURES The Fund has established Proxy Voting Policies and Procedures ("Policies") that the Fund uses to determine how to vote proxies relating to portfolio securities. Shareholders may view the Fund's complete Policies online at franklintempleton.com. Alternatively, shareholders may request copies of the Policies free of charge by calling the Proxy Group collect at 1-954/527-7678 or by sending a written request to: Franklin Templeton Companies, LLC, 500 East Broward Boulevard, Suite 1500, Fort Lauderdale, FL 33394, Attention: Proxy Group. Copies of the Fund's proxy voting records are also made available online at franklintempleton.com and posted on the U.S. Securities and Exchange Commission's website at sec.gov and reflect the most recent 12-month period ended June 30. Semiannual Report | 41 Templeton Developing Markets Trust SHAREHOLDER INFORMATION (CONTINUED) QUARTERLY STATEMENT OF INVESTMENTS The Fund files a complete statement of investments with the U.S. Securities and Exchange Commission for the first and third quarters for each fiscal year on Form N-Q. Shareholders may view the filed Form N-Q by visiting the Commission's website at sec.gov. The filed form may also be viewed and copied at the Commission's Public Reference Room in Washington, DC. Information regarding the operations of the Public Reference Room may be obtained by calling 1-800/SEC-0330. 42 | Semiannual Report 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 1-800/DIAL BEN(R) (1-800/342-5236) 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 INVESTMENTS INTERNATIONAL Mutual European Fund Templeton BRIC Fund Templeton China World Fund Templeton Developing Markets Trust Templeton Foreign Fund Templeton Foreign Smaller Companies Fund Templeton International (Ex EM) 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 GROWTH Franklin Aggressive Growth Fund Franklin Capital Growth Fund Franklin Flex Cap Growth Fund Franklin Small-Mid Cap Growth Fund Franklin Small Cap Growth Fund II 1 VALUE Franklin Balance Sheet Investment Fund 2 Franklin Equity Income Fund Franklin Large Cap Value Fund Franklin MicroCap Value Fund 2 Franklin MidCap Value Fund Franklin Small Cap Value Fund Mutual Beacon Fund Mutual Qualified Fund Mutual Recovery Fund 3 Mutual Shares Fund BLEND Franklin Balanced Fund Franklin Blue Chip Fund Franklin Convertible Securities Fund Franklin Growth Fund Franklin Rising Dividends Fund Franklin U.S. Long-Short Fund SECTOR Franklin Biotechnology Discovery Fund Franklin DynaTech Fund Franklin Global Communications Fund Franklin Global Health Care Fund Franklin Global Real Estate Fund Franklin Gold and Precious Metals Fund Franklin Natural Resources Fund Franklin Real Estate Securities Fund Franklin Technology Fund Franklin Utilities Fund Mutual Financial Services Fund ASSET ALLOCATION Franklin Templeton Corefolio Allocation Fund Franklin Templeton Founding Funds Allocation Fund Franklin Templeton Perspectives Allocation Fund TARGET FUNDS Franklin Templeton Conservative Target Fund Franklin Templeton Growth Target Fund Franklin Templeton Moderate Target Fund RETIREMENT TARGET FUNDS Franklin Templeton 2015 Retirement Target Fund Franklin Templeton 2025 Retirement Target Fund Franklin Templeton 2035 Retirement Target Fund Franklin Templeton 2045 Retirement Target Fund INCOME Franklin Adjustable U.S. Government Securities Fund 4 Franklin's AGE High Income Fund Franklin Floating Rate Daily Access Fund Franklin Income Fund Franklin Limited Maturity U.S. Government Securities Fund 4 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 4 Templeton Global Bond Fund Templeton Income Fund TAX-FREE INCOME 5 NATIONAL FUNDS Double Tax-Free Income Fund Federal Tax-Free Income Fund High Yield Tax-Free Income Fund Insured Tax-Free Income Fund 6 LIMITED-TERM FUNDS California Limited-Term Tax-Free Income Fund Federal Limited-Term Tax-Free Income Fund New York Limited-Term Tax-Free Income Fund INTERMEDIATE-TERM FUNDS California Intermediate-Term Tax-Free Income Fund Federal Intermediate-Term Tax-Free Income Fund New York Intermediate-Term Tax-Free Income Fund STATE-SPECIFIC Alabama Michigan 6 Arizona Minnesota 6 California 7 Missouri Colorado New Jersey Connecticut New York 7 Florida 7 North Carolina Georgia Ohio 6 Kentucky Oregon Louisiana Pennsylvania Maryland Tennessee Massachusetts 6 Virginia INSURANCE FUNDS Franklin Templeton Variable Insurance Products Trust(8) 1. The fund is closed to new investors. Existing shareholders can continue adding to their accounts. 2. The fund is only open to existing shareholders and select retirement plans. 3. The fund is a continuously offered, closed-end fund. Shares may be purchased daily; there is no daily redemption. However, each quarter, pending board approval, the fund will authorize the repurchase of 5%-25% of the outstanding number of shares. Investors may tender all or a portion of their shares during the tender period. 4. An investment in the fund is neither insured nor guaranteed by the U.S. government or by any other entity or institution. 5. For investors subject to the alternative minimum tax, a small portion of fund dividends may be taxable. Distributions of capital gains are generally taxable. 6. Portfolio of insured municipal securities. 7. These funds are available in two or more variations, including long-term portfolios, portfolios of insured securities, a high-yield portfolio (CA) and limited-term, intermediate-term and money market portfolios (CA and NY). 8. The funds of the Franklin Templeton Variable Insurance Products Trust are generally available only through insurance company variable contracts. 07/06 Not part of the semiannual report [LOGO](R) FRANKLIN TEMPLETON One Franklin Parkway INVESTMENTS San Mateo, CA 94403-1906 o WANT TO RECEIVE THIS DOCUMENT FASTER VIA EMAIL? Eligible shareholders can sign up for eDelivery at franklintempleton.com. See inside for details. SEMIANNUAL REPORT AND SHAREHOLDER LETTER TEMPLETON DEVELOPING MARKETS TRUST INVESTMENT MANAGER Templeton Asset Management Ltd. PRINCIPAL UNDERWRITER Franklin Templeton Distributors, Inc. 1-800/DIAL BEN(R) franklintempleton.com SHAREHOLDER SERVICES 1-800/632-2301 Authorized for distribution only when accompanied or preceded by a prospectus. Investors should carefully consider a fund's investment goals, risks, charges and expenses before investing. Like any investment in securities, the value of the Fund's portfolio will be subject to the risk of loss from market, currency, economic, political and other factors. The Fund and its investors are not protected from such losses by the investment manager. Therefore, investors who cannot accept this risk should not invest in shares of the Fund. 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. 711 S2006 08/06 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 experts are David W. Niemeic and Frank A. Olson and they are "independent" as defined under the relevant Securities and Exchange Commission Rules and Releases. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. N/A ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS N/A ITEM 6. SCHEDULE OF INVESTMENTS. N/A ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. N/A ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT. 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 Jimmy D. Gambill, Chief Executive Officer - Finance and Administration, and Galen G. Vetter, Chief Financial Officer (B) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Jimmy D. Gambill, Chief Executive Officer - Finance and Administration, and Galen G. Vetter, Chief Financial 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. TEMPLETON DEVELOPING MARKETS TRUST By /s/JIMMY D. GAMBILL ----------------------------- Jimmy D. Gambill Chief Executive Officer - Finance and Administration Date: August 28, 2006 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/JIMMY D. GAMBILL ----------------------------- Jimmy D. Gambill Chief Executive Officer - Finance and Administration Date: August28, 2006 By /s/GALEN G. VETTER ----------------------------- Galen G. Vetter Chief Financial Officer Date: August 28, 2006