N-CSRS 1 primary-document.htm
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 811-04894
 
Franklin Managed Trust
(Exact name of registrant as specified in charter)
 
One Franklin Parkway, San Mateo, CA  94403-1906
(Address of principal executive offices) (Zip code)
 
Alison Baur, One Franklin Parkway, San Mateo, CA  94403-1906
(Name and address of agent for service)
 
Registrant's telephone number, including area code: 650 312-2000
 
Date of fiscal year end: 9/30
 
Date of reporting period: 3/31/22
 
Item 1. Reports to Stockholders.
 
a.)
 
The following is a copy of the report transmitted to shareholders pursuant to Rule30e-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30e-1.)


b.)
 
A copy of the notice transmitted to shareholders in reliance on Rule 30e-3 under the 1940 Act that contains disclosures specified by paragraph (c)(3) of that rule is included in the Annual Report.
Not Applicable
.
 
 
SEMIANNUAL
REPORT
AND
SHAREHOLDER
LETTER
Franklin
Rising
Dividends
Fund
A
Series
of
Franklin
Managed
Trust
March
31,
2022
Sign
up
for
electronic
delivery
at
franklintempleton.com/edelivery
Not
FDIC
Insured
May
Lose
Value
No
Bank
Guarantee
franklintempleton.com
Semiannual
Report
1
Shareholder
Letter
Dear
Shareholder:
During
the
six
months
ended
March
31,
2022,
the
U.S.
economy
continued
to
recover
from
the
COVID-19
pandemic
amid
declining
unemployment,
rising
wages
and
growing
business
confidence.
Although
investors
became
concerned
that
new,
swiftly
spreading
COVID-19
variants
could
hinder
the
economic
recovery,
growth
accelerated
in
2021’s
fourth
quarter
as
the
reopening
of
businesses,
widespread
COVID-19
vaccinations
and
federal
assistance
programs
continued
to
boost
consumer
spending.
Inflation
remained
elevated
during
the
reporting
period,
given
supply
and
demand
imbalances
related
to
the
pandemic,
higher
energy
prices
exacerbated
by
Russia’s
invasion
of
Ukraine,
and
broader
price
pressures.
During
the
reporting
period,
the
U.S.
Federal
Reserve,
in
its
efforts
to
encourage
ongoing
U.S.
economic
activity,
continued
quantitative
easing
measures
to
bolster
credit
markets.
However,
the
Federal
Reserve
decreased
its
monthly
asset
purchases
starting
in
November
2021,
increased
its
tapering
in
subsequent
months
and
ended
purchases
in
March
2022.
In
support
of
its
goal
of
achieving
maximum
employment
and
returning
annual
inflation
to
2%
over
the
long
term,
the
Federal
Reserve
raised
the
federal
funds
rate
by
0.25%,
from
a
level
of
0.25%
to
0.50%
at
its
March
meeting.
The
10-year
U.S.
Treasury
yield
was
1.52%
on
September
30,
2021,
and
it
increased
to
2.32%
by
the
end
of
March
2022.
In
this
environment,
U.S.
stocks,
as
measured
by
the
Standard
&
Poor’s
®
500
Index,
posted
a
+5.92%
total
return.
1
We
are
committed
to
our
long-term
perspective
and
disciplined
investment
approach
as
we
conduct
a
rigorous,
fundamental
analysis
of
securities
with
a
regular
emphasis
on
investment
risk
management.
We
continue
to
focus
on
what
we
consider
high-quality,
resilient
business
models
with
attractive
cash
flow
generation
capabilities.
The
enclosed
semiannual
report
for
Franklin
Rising
Dividends
Fund
includes
more
detail
about
prevailing
conditions
during
the
period
and
a
discussion
about
investment
decisions.
We
encourage
you
to
discuss
your
investment
goals
with
your
financial
professional,
who
can
review
your
overall
portfolio,
reassess
your
goals
and
help
you
stay
focused
on
the
long
term.
Please
remember
all
securities
markets
fluctuate,
as
do
mutual
fund
prices.
We
are
grateful
for
the
trust
you
have
placed
in
Franklin
Rising
Dividends
Fund
and
look
forward
to
continuing
to
serve
your
investment
needs.
Sincerely,
Nicholas
Getaz,
CFA
Senior
Vice
President
Portfolio
Manager
Franklin
Managed
Trust
Matthew
Quinlan
Senior
Vice
President
Portfolio
Manager
Franklin
Managed
Trust
This
letter
reflects
our
analysis
and
opinions
as
of
March
31,
2022,
unless
otherwise
indicated.
The
information
is
not
a
complete
analysis
of
every
aspect
of
any
market,
country,
industry,
security
or
fund.
Statements
of
fact
are
from
sources
considered
reliable.
CFA
®
is
a
trademark
owned
by
CFA
Institute.
1.
Source:
Morningstar.
The
index
is
unmanaged
and
includes
reinvestment
of
any
income
or
distributions.
See
www.franklintempletondatasources.com
for
additional
data
provider
information.
franklintempleton.com
Semiannual
Report
2
Contents
Semiannual
Report
Franklin
Rising
Dividends
Fund
3
Performance
Summary
6
Your
Fund’s
Expenses
8
Financial
Highlights
and
Schedule
of
Investments
9
Financial
Statements
17
Notes
to
Financial
Statements
21
Shareholder
Information
28
Visit
franklintempleton.com
for
fund
updates,
to
access
your
account,
or
to
find
helpful
financial
planning
tools.
3
franklintempleton.com
Semiannual
Report
SEMIANNUAL
REPORT
Franklin
Rising
Dividends
Fund
This
semiannual
report
for
Franklin
Rising
Dividends
Fund
covers
the
period
ended
March
31,
2022.
Your
Fund’s
Goal
and
Main
Investments
The
Fund
seeks
long-term
capital
appreciation.
Preservation
of
capital,
while
not
a
goal,
is
also
an
important
consideration.
Under
normal
market
conditions,
the
Fund
invests
at
least
80%
of
its
net
assets
in
companies
that
have
paid
consistently
rising
dividends.
The
Fund
invests
predominantly
in
equity
securities,
primarily
common
stock.
Companies
that
have
paid
consistently
rising
dividends
include
those
companies
that
currently
pay
dividends
on
their
common
stocks
and
have
maintained
or
increased
their
dividend
rate
during
the
last
four
consecutive
years.
The
Fund
may
invest
up
to
25%
of
its
total
assets
in
foreign
securities.
Performance
Overview
For
the
six
months
under
review,
the
Fund’s
Class
A
shares
posted
a
+5.18%
cumulative
total
return.
In
comparison,
the
Fund’s
benchmark,
the
Standard
&
Poor’s
500
Index
(S&P
500
®
),
which
is
designed
to
measure
total
U.S.
equity
market
performance,
posted
a
+5.92%
cumulative
total
return.
1
You
can
find
more
of
the
Fund’s
performance
data
in
the
Performance
Summary
beginning
on
page
6
.
Performance
data
represent
past
performance,
which
does
not
guarantee
future
results.
Investment
return
and
principal
value
will
fluctuate,
and
you
may
have
a
gain
or
loss
when
you
sell
your
shares.
Current
performance
may
differ
from
figures
shown.
For
most
recent
month-end
performance,
go
to
franklintempleton.com
or
call
(800)
342-5236
.
Economic
and
Market
Overview
U.S.
equities,
as
measured
by
the
S&P
500
®
,
posted
a
+5.92%
total
return
for
the
six
months
ended
March
31,
2022.
1
Stocks
benefited
from
the
continued
economic
recovery,
as
strong
household
balance
sheets
helped
consumers
drive
growth.
However,
elevated
demand
combined
with
supply
chain
disruptions
led
to
the
highest
inflation
since
1982.
Russia’s
invasion
of
Ukraine
late
in
the
six-month
period
injected
further
uncertainty
into
financial
markets,
provoking
significant
volatility
in
commodity
and
equity
prices.
Rising
interest
rates
also
pressured
stocks,
as
borrowing
costs
began
to
increase
from
historically
low
levels.
*Categories
within
the
Other
category
are
listed
in
full
in
the
Fund's
Schedule
of
Investments
(SOI),
which
can
be
found
later
in
this
report.
The
U.S.
economy
continued
to
recover,
and
gross
domestic
product
growth
was
robust
in
the
fourth
quarter
of
2021
as
strong
consumer
spending
and
business
investment
in
growing
inventories
supported
the
economy.
However,
rising
prices
precipitated
a
notable
decline
in
consumer
confidence,
despite
high
spending
levels.
The
inflation
rate
was
elevated
during
the
six-month
period
amid
increased
demand
and
supply
chain
bottlenecks.
U.S.
consumer
spending
on
goods
remained
strong,
adding
to
pressure
on
the
prices
of
many
products.
Energy
costs
also
rose,
as
oil
prices
increased
significantly,
driven
by
greater
global
demand
and
sanctions
on
Russia,
one
of
the
world’s
largest
oil
producers.
The
personal
consumption
Portfolio
Composition
3/31/22
%
of
Total
Net
Assets
Health
Care
Equipment
&
Supplies
10.2%
Chemicals
9.6%
Software
9.2%
Industrial
Conglomerates
6.3%
Semiconductors
&
Semiconductor
Equipment
6.2%
IT
Services
6.1%
Aerospace
&
Defense
4.1%
Specialty
Retail
3.4%
Health
Care
Providers
&
Services
3.1%
Machinery
3.0%
Oil,
Gas
&
Consumable
Fuels
2.9%
Pharmaceuticals
2.8%
Household
Products
2.7%
Building
Products
2.6%
Other*
26.2%
Short-Term
Investments
&
Other
Net
Assets
1.6%
1.
Source:
Morningstar.
The
index
is
unmanaged
and
includes
reinvestment
of
any
income
or
distributions.
It
does
not
reflect
any
fees,
expenses
or
sales
charges.
One
cannot
invest
directly
in
an
index,
and
an
index
is
not
representative
of
the
Fund’s
portfolio.
See
www.franklintempletondatasources.com
for
additional
data
provider
information.
The
dollar
value,
number
of
shares
or
principal
amount,
and
names
of
all
portfolio
holdings
are
listed
in
the
Fund’s
Schedule
of
Investments
(SOI).
The
SOI
begins
on
page
14
.
Franklin
Rising
Dividends
Fund
4
franklintempleton.com
Semiannual
Report
expenditures
index,
a
measure
of
inflation,
rose
dramatically
during
the
period,
representing
the
highest
12-month
increase
in
decades.
The
unemployment
rate
declined
from
4.7%
in
September
2021
to
3.6%
in
March
2022
as
job
openings
increased,
but
a
relative
lack
of
available
workers
fueled
wage
growth,
adding
to
some
investors’
inflation
concerns.
In
an
effort
to
control
inflation,
the
U.S.
Federal
Reserve
(Fed)
raised
the
federal
funds
target
rate
to
a
range
of
0.25%–0.50%,
the
first
such
increase
since
2018.
The
Fed
noted
in
its
March
2022
meeting
that
strength
in
the
U.S.
job
market
and
continued
inflationary
pressure,
exacerbated
by
the
war
in
Ukraine,
meant
it
anticipated
making
further
increases
to
the
federal
funds
target
rate.
Furthermore,
the
Fed
said
it
expected
to
begin
reducing
its
bond
holdings
at
a
future
meeting.
Investment
Strategy
We
base
our
investment
strategy
on
our
belief
that
companies
with
consistently
rising
dividends
should,
over
time,
also
experience
stock
price
appreciation.
We
select
portfolio
securities
based
on
several
criteria.
To
be
eligible
for
purchase,
stocks
generally
will
pass
certain
screening
criteria,
such
as
consistent
and
substantial
dividend
increases,
reinvested
earnings,
and
long-term
debt
that
is
no
more
than
50%
of
total
capitalization
or
senior
debt
that
has
been
rated
investment
grade
by
at
least
one
of
the
major
bond
rating
organizations.
We
seek
fundamentally
sound
companies
that
meet
our
standards
and
attempt
to
acquire
them
at
what
we
believe
are
attractive
prices.
Alongside
traditional
financial
and
economic
analyses,
the
investment
manager
assesses
the
potential
impacts
of
material
environmental,
social
and
governance
factors
on
a
company,
which
the
investment
manager
believes
provide
a
measure
of
the
company’s
sustainability.
Manager’s
Discussion
During
the
six-month
period
through
March
31,
2022,
the
industrials,
health
care
and
information
technology
(IT)
sectors
contributed
to
performance
on
an
absolute
basis.
The
consumer
discretionary
and
financials
sectors
were
modest
detractors.
Among
the
contributors,
enterprise
software
company
Microsoft
contributed
as
the
company
reported
strong
quarterly
results,
beating
estimates
for
earnings
and
revenue,
and
announced
equally
strong
guidance.
Growth
in
its
Azure
cloud
computing
platform
continued
to
be
strong,
and
we
believe
that
the
outlook
for
that
segment
appears
promising.
Microsoft’s
Windows
operating
system
revenues
beat
consensus
expectations
despite
supply-chain
issues,
as
product
deferrals
have
been
lower
than
expected.
In
our
view,
the
company
will
likely
continue
to
benefit
from
customers
who
transform
their
businesses
through
cloud
and
data
technologies.
Furthermore,
we
believe
investors
may
not
yet
appreciate
Microsoft’s
security
activities
or
the
potential
of
its
gaming
business,
where
the
company
announced
a
deal
to
acquire
Activision
Blizzard
(not
a
Fund
holding).
Managed
care
and
insurance
company
UnitedHealth
Group
boosted
returns
amid
balanced
growth
across
the
company’s
business
units
despite
concerns
surrounding
the
omicron
variant
of
COVID-19
and
competition
for
Medicare
Advantage
customers.
UnitedHealth
recently
reported
strong
earnings
growth,
bolstered
by
higher
premiums
and
new-
member
growth,
the
latter
driven
by
Medicare
Advantage
and
other
government
benefits.
The
company
reiterated
double-digit
earnings
growth
guidance
for
2022.
Integrated
energy
firm
Chevron
saw
benefits
from
higher
oil
and
energy
prices
and
strong
demand.
Chevron’s
free
cash
flow
is
higher
than
it
has
been
in
many
years
amid
strong
financial
results,
in
part
because
the
company
has
maintained
capital
discipline
despite
strong
energy
prices,
with
a
focus
on
dividends
and
increasing
its
target
for
share
buybacks.
Consensus
earnings
estimates
have
risen
sharply.
Chevron
also
announced
plans
to
acquire
Renewable
Energy
Group
(not
a
Fund
holding)
as
it
continues
efforts
to
grow
its
lower
carbon
energy
businesses.
Top
10
Holdings
3/31/22
Company
Industry
,
Country
%
of
Total
Net
Assets
a
a
Microsoft
Corp.
9.2%
Software,
United
States
Roper
Technologies,
Inc.
4.0%
Industrial
Conglomerates,
United
States
Accenture
plc
3.7%
IT
Services,
United
States
Stryker
Corp.
3.5%
Health
Care
Equipment
&
Supplies,
United
States
Linde
plc
3.3%
Chemicals,
United
Kingdom
Texas
Instruments,
Inc.
3.1%
Semiconductors
&
Semiconductor
Equipment,
United
States
Analog
Devices,
Inc.
3.1%
Semiconductors
&
Semiconductor
Equipment,
United
States
Raytheon
Technologies
Corp.
2.7%
Aerospace
&
Defense,
United
States
UnitedHealth
Group,
Inc.
2.6%
Health
Care
Providers
&
Services,
United
States
West
Pharmaceutical
Services,
Inc.
2.5%
Life
Sciences
Tools
&
Services,
United
States
Franklin
Rising
Dividends
Fund
5
franklintempleton.com
Semiannual
Report
Conversely,
water
treatment
and
management
company
Pentair
weighed
on
performance.
The
company
reported
strong
sales
and
profit
growth
for
the
fourth
quarter
of
2021,
but
also
suffered
from
supply
chain
disruptions
and
raw
materials
shortages,
which
have
impaired
near
term
results.
In
March,
Pentair
announced
the
$1.6
billion
acquisition
of
Manitowoc
Ice,
which
makes
commercial
ice
machines.
We
remain
constructive
on
the
company,
which
has
a
healthy
order
backlog
and
stands
to
benefit
from
demand
for
sustainable
and
energy-efficient
water
solutions.
Medical
technology
company
Medtronic
declined
as
new
variants
of
COVID-19
and
staffing
challenges
pressured
surgical
volumes
and
weighed
on
the
company’s
revenue
results.
Shares
of
Medtronic
were
also
pressured
by
several
recalls
and
a
warning
letter
issued
by
the
Food
and
Drug
Administration
about
concerns
it
had
at
one
of
their
manufacturing
facilities.
Despite
pandemic-related
risks,
we
remain
constructive
on
the
firm’s
pipeline,
ability
to
innovate
and
focus
on
executing
its
strategy.
Ross
Stores,
the
off-price
apparel
and
home
fashion
retailer,
also
hindered
performance
as
higher
costs
for
freight,
wages
and
other
pandemic-driven
issues
pressured
profits
despite
strong
same-store
sales
figures.
Concerns
about
less
affluent
consumer
spending
also
weighed
on
shares.
In
our
view,
the
company
has
managed
supply
constraints
well,
which
together
with
a
higher
average
basket
size
than
many
peers,
has
helped
maintain
a
healthy
financial
profile.
Shares
of
Ross
rallied
from
an
early
March
low
in
the
wake
of
a
strong
earnings
report,
including
announced
plans
to
open
100
new
stores
in
2022.
Thank
you
for
your
participation
in
Franklin
Rising
Dividends
Fund.
We
look
forward
to
continuing
to
serve
your
investment
needs.
Nicholas
Getaz,
CFA
Co-Lead
Portfolio
Manager
Matthew
Quinlan
Co-Lead
Portfolio
Manager
Amritha
Kasturirangan,
CFA
Nayan
Sheth,
CFA
Portfolio
Management
Team
The
foregoing
information
reflects
our
analysis,
opinions
and
portfolio
holdings
as
of
March
31,
2022,
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.
Performance
Summary
as
of
March
31,
2022
Franklin
Rising
Dividends
Fund
6
franklintempleton.com
Semiannual
Report
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.
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.
Performance
as
of
3/31/22
Cumulative
total
return
excludes
sales
charges.
Average
annual
total
return
includes
maximum
sales
charges.
Sales
charges
will
vary
depending
on
the
size
of
the
investment
and
the
class
of
share
purchased.
The
maximum
is
5.50%
and
the
minimum
is
0%.
Class
A:
5.50%
maximum
initial
sales
charge;
Advisor
Class:
no
sales
charges.
For
other
share
classes,
visit
franklintempleton.com.
Performance
data
represent
past
performance,
which
does
not
guarantee
future
results.
Investment
return
and
principal
value
will
fluctuate,
and
you
may
have
a
gain
or
loss
when
you
sell
your
shares.
Current
performance
may
differ
from
figures
shown.
For
most
recent
month-end
performance,
go
to
franklintempleton.com
or
call
(800)
342-5236
.
Share
Class
Cumulative
Total
Return
1
Average
Annual
Total
Return
2
–
A
3
6-Month
+5.18%
-0.60%
1-Year
+14.51%
+8.21%
5-Year
+96.00%
+13.12%
10-Year
+229.93%
+12.04%
Advisor
6-Month
+5.31%
+5.31%
1-Year
+14.80%
+14.80%
5-Year
+98.47%
+14.69%
10-Year
+238.31%
+12.96%
See
page
7
for
Performance
Summary
footnotes.
Franklin
Rising
Dividends
Fund
Performance
Summary
7
franklintempleton.com
Semiannual
Report
Each
class
of
shares
is
available
to
certain
eligible
investors
and
has
different
annual
fees
and
expenses,
as
described
in
the
prospectus.
All
investments
involve
risks,
including
possible
loss
of
principal.
Value
securities
may
not
increase
in
price
as
anticipated
or
may
decline
further
in
value.
For
stocks
paying
dividends,
dividends
are
not
guaranteed,
and
can
increase,
decrease
or
be
totally
eliminated
without
notice.
While
smaller
and
midsize
compa-
nies
may
offer
substantial
opportunities
for
capital
growth,
they
also
involve
heightened
risks
and
should
be
considered
speculative.
Historically,
smaller
and
midsize-company
securities
have
been
more
volatile
in
price
than
larger
company
securities,
especially
over
the
short
term.
Events
such
as
the
spread
of
deadly
diseases,
disasters,
and
financial,
political
or
social
disruptions,
may
heighten
risks
and
adversely
affect
performance.
The
Fund’s
prospectus
also
includes
a
description
of
the
main
investment
risks.
Russia’s
military
invasion
of
Ukraine
in
February
2022,
the
resulting
responses
by
the
United
States
and
other
countries,
and
the
potential
for
wider
conflict
could
increase
volatility
and
uncertainty
in
the
financial
markets
and
adversely
affect
regional
and
global
economies.
The
United
States
and
other
countries
have
im-
posed
broad-ranging
economic
sanctions
on
Russia
and
certain
Russian
individuals,
banking
entities
and
corporations
as
a
response
to
its
invasion
of
Ukraine.
The
United
States
and
other
countries
have
also
imposed
economic
sanctions
on
Belarus
and
may
impose
sanctions
on
other
countries
that
support
Russia’s
military
invasion.
These
sanctions,
as
well
as
any
other
economic
consequences
related
to
the
invasion,
such
as
additional
sanctions,
boycotts
or
changes
in
consumer
or
purchaser
preferences
or
cyberattacks
on
governments,
companies
or
individuals,
may
further
decrease
the
value
and
liquidity
of
certain
Russian
securities
and
securities
of
issuers
in
other
countries
that
are
subject
to
economic
sanctions
related
to
the
invasion.
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.
Return
for
less
than
one
year,
if
any,
has
not
been
annualized.
3.
Prior
to
9/10/18,
these
shares
were
offered
at
a
higher
initial
sales
charge
of
5.75%,
thus
actual
returns
(with
sales
charges)
would
have
differed.
Average
annual
total
returns
(with
sales
charges)
have
been
restated
to
reflect
the
current
maximum
initial
sales
charge
of
5.50%.
4.
Figures
are
as
stated
in
the
Fund’s
current
prospectus
and
may
differ
from
the
expense
ratios
disclosed
in
the
Your
Fund’s
Expenses
and
Financial
Highlights
sections
in
this
report.
In
periods
of
market
volatility,
assets
may
decline
significantly,
causing
total
annual
Fund
operating
expenses
to
become
higher
than
the
figures
shown.
See
www.franklintempletondatasources.com
for
additional
data
provider
information.
Distributions
(10/1/21–3/31/22)
Share
Class
Net
Investment
Income
Short-Term
Capital
Gain
Long-Term
Capital
Gain
Total
A
$0.2322
$0.0069
$3.7349
$3.9740
C
–
$0.0069
$3.7349
$3.7418
R
$0.1094
$0.0069
$3.7349
$3.8512
R6
$0.3872
$0.0069
$3.7349
$4.1290
Advisor
$0.3528
$0.0069
$3.7349
$4.0946
Total
Annual
Operating
Expenses
4
Share
Class
A
0.85%
Advisor
0.60%
Your
Fund’s
Expenses
Franklin
Rising
Dividends
Fund
8
franklintempleton.com
Semiannual
Report
As
a
Fund
shareholder,
you
can
incur
two
types
of
costs:
(1)
transaction
costs,
including
sales
charges
(loads)
on
Fund
purchases
and
redemptions;
and
(2)
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
table
below
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
table
below
provides
information
about
actual
account
values
and
actual
expenses
in
the
columns
under
the
heading
“Actual.”
In
these
columns
the
Fund’s
actual
return,
which
includes
the
effect
of
Fund
expenses,
is
used
to
calculate
the
“Ending
Account
Value”
for
each
class
of
shares.
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
):
Divide
your
account
value
by
$1,000
(
if
your
account
had
an
$8,600
value,
then
$8,600
÷
$1,000
=
8.6
).
Then
multiply
the
result
by
the
number
in
the
row
for
your
class
of
shares
under
the
headings
“Actual”
and
“Expenses
Paid
During
Period”
(
if
Actual
Expenses
Paid
During
Period
were
$7.50,
then
8.6
x
$7.50
=
$64.50
).
In
this
illustration,
the
actual
expenses
paid
this
period
are
$64.50.
Hypothetical
Example
for
Comparison
with
Other
Funds
Under
the
heading
“Hypothetical”
in
the
table,
information
is
provided
about
hypothetical
account
values
and
hypothetical
expenses
based
on
the
Fund’s
actual
expense
ratio
and
an
assumed
rate
of
return
of
5%
per
year
before
expenses,
which
is
not
the
Fund’s
actual
return.
This
information
may
not
be
used
to
estimate
the
actual
ending
account
balance
or
expenses
you
paid
for
the
period,
but
it
can
help
you
compare
ongoing
costs
of
investing
in
the
Fund
with
those
of
other
funds.
To
do
so,
compare
this
5%
hypothetical
example
for
the
class
of
shares
you
hold
with
the
5%
hypothetical
examples
that
appear
in
the
shareholder
reports
of
other
funds.
Please
note
that
expenses
shown
in
the
table
are
meant
to
highlight
ongoing
costs
and
do
not
reflect
any
transactional
costs.
Therefore,
information
under
the
heading
“Hypothetical”
is
useful
in
comparing
ongoing
costs
only,
and
will
not
help
you
compare
total
costs
of
owning
different
funds.
In
addition,
if
transactional
costs
were
included,
your
total
costs
would
have
been
higher.
1.
Expenses
are
equal
to
the
annualized
expense
ratio
for
the
six-month
period
as
indicated
above—in
the
far
right
column—multiplied
by
the
simple
average
account
value
over
the
period
indicated,
and
then
multiplied
by
182/365
to
reflect
the
one-half
year
period.
2.
Reflects
expenses
after
fee
waivers
and
expense
reimbursements.
Does
not
include
acquired
fund
fees
and
expenses.
Actual
(actual
return
after
expenses)
Hypothetical
(5%
annual
return
before
expenses)
Share
Class
Beginning
Account
Value
10/1/21
Ending
Account
Value
3/31/22
Expenses
Paid
During
Period
10/1/21–3/31/22
1,2
Ending
Account
Value
3/31/22
Expenses
Paid
During
Period
10/1/21–3/31/22
1,2
a
Net
Annualized
Expense
Ratio
2
A
$1,000
$1,051.80
$4.31
$1,020.73
$4.24
0.84%
C
$1,000
$1,047.90
$8.13
$1,016.99
$8.00
1.59%
R
$1,000
$1,050.40
$5.58
$1,019.49
$5.50
1.09%
R6
$1,000
$1,053.40
$2.69
$1,022.31
$2.65
0.53%
Advisor
$1,000
$1,053.10
$3.03
$1,021.98
$2.98
0.59%
Franklin
Managed
Trust
Financial
Highlights
Franklin
Rising
Dividends
Fund
franklintempleton.com
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Semiannual
Report
9
f
a
Six
Months
Ended
March
31,
2022
(unaudited)
Year
Ended
September
30,
2021
2020
2019
2018
2017
Class
A
Per
share
operating
performance
(for
a
share
outstanding
throughout
the
period)
Net
asset
value,
beginning
of
period
.....
$90.55
$72.25
$67.81
$66.02
$58.98
$53.47
Income
from
investment
operations
a
:
Net
investment
income
b
.............
0.34
0.63
0.69
0.73
0.70
0.69
Net
realized
and
unrealized
gains
(losses)
4.35
18.30
5.84
3.97
8.40
6.75
Total
from
investment
operations
........
4.69
18.93
6.53
4.70
9.10
7.44
Less
distributions
from:
Net
investment
income
..............
(0.23)
(0.63)
(0.71)
(0.75)
(0.66)
(0.82)
Net
realized
gains
.................
(3.74)
—
(1.38)
(2.16)
(1.40)
(1.11)
Total
distributions
...................
(3.97)
(0.63)
(2.09)
(2.91)
(2.06)
(1.93)
Net
asset
value,
end
of
period
..........
$91.27
$90.55
$72.25
$67.81
$66.02
$58.98
Total
return
c
.......................
5.18%
26.31%
9.97%
7.55%
15.77%
14.36%
Ratios
to
average
net
assets
d
Expenses
e
........................
0.84%
0.85%
0.86%
0.87%
0.87%
0.91%
Net
investment
income
...............
0.74%
0.74%
1.02%
1.16%
1.14%
1.25%
Supplemental
data
Net
assets,
end
of
period
(000’s)
........
$18,533,119
$17,819,162
$14,152,903
$13,214,451
$12,295,189
$11,626,959
Portfolio
turnover
rate
................
1.13%
5.04%
9.11%
2.65%
1.63%
3.09%
a
The
amount
shown
for
a
share
outstanding
throughout
the
period
may
not
correlate
with
the
Statement
of
Operations
for
the
period
due
to
the
timing
of
sales
and
repurchases
of
the
Fund’s
shares
in
relation
to
income
earned
and/or
fluctuating
fair
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
Ratios
are
annualized
for
periods
less
than
one
year.
e
Benefit
of
waiver
and
payments
by
affiliates
and
expense
reduction
rounds
to
less
than
0.01%.
Franklin
Managed
Trust
Financial
Highlights
Franklin
Rising
Dividends
Fund
(continued)
franklintempleton.com
Semiannual
Report
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
10
a
Six
Months
Ended
March
31,
2022
(unaudited)
Year
Ended
September
30,
2021
2020
2019
2018
2017
Class
C
Per
share
operating
performance
(for
a
share
outstanding
throughout
the
period)
Net
asset
value,
beginning
of
period
.....
$88.67
$70.77
$66.43
$64.73
$57.86
$52.50
Income
from
investment
operations
a
:
Net
investment
income
(loss)
b
........
(0.01)
(—)
c
0.18
0.25
0.24
0.28
Net
realized
and
unrealized
gains
(losses)
4.27
17.95
5.75
3.88
8.25
6.62
Total
from
investment
operations
........
4.26
17.95
5.93
4.13
8.49
6.90
Less
distributions
from:
Net
investment
income
..............
—
(0.05)
(0.21)
(0.27)
(0.22)
(0.43)
Net
realized
gains
.................
(3.74)
—
(1.38)
(2.16)
(1.40)
(1.11)
Total
distributions
...................
(3.74)
(0.05)
(1.59)
(2.43)
(1.62)
(1.54)
Net
asset
value,
end
of
period
..........
$89.19
$88.67
$70.77
$66.43
$64.73
$57.86
Total
return
d
.......................
4.79%
25.37%
9.13%
6.75%
14.92%
13.49%
Ratios
to
average
net
assets
e
Expenses
f
.........................
1.59%
1.60%
1.61%
1.62%
1.62%
1.66%
Net
investment
income
(loss)
..........
(0.01)%
(—)%
g
0.28%
0.41%
0.39%
0.50%
Supplemental
data
Net
assets,
end
of
period
(000’s)
........
$1,486,823
$1,572,738
$1,963,672
$2,375,567
$2,980,374
$2,907,500
Portfolio
turnover
rate
................
1.13%
5.04%
9.11%
2.65%
1.63%
3.09%
a
The
amount
shown
for
a
share
outstanding
throughout
the
period
may
not
correlate
with
the
Statement
of
Operations
for
the
period
due
to
the
timing
of
sales
and
repurchases
of
the
Fund’s
shares
in
relation
to
income
earned
and/or
fluctuating
fair
value
of
the
investments
of
the
Fund.
b
Based
on
average
daily
shares
outstanding.
c
Amount
rounds
to
less
than
$0.01
per
share.
d
Total
return
does
not
reflect
sales
commissions
or
contingent
deferred
sales
charges,
if
applicable,
and
is
not
annualized
for
periods
less
than
one
year.
e
Ratios
are
annualized
for
periods
less
than
one
year.
f
Benefit
of
waiver
and
payments
by
affiliates
and
expense
reduction
rounds
to
less
than
0.01%.
g
Rounds
to
less
than
0.01%.
Franklin
Managed
Trust
Financial
Highlights
Franklin
Rising
Dividends
Fund
(continued)
franklintempleton.com
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Semiannual
Report
11
a
Six
Months
Ended
March
31,
2022
(unaudited)
Year
Ended
September
30,
2021
2020
2019
2018
2017
Class
R
Per
share
operating
performance
(for
a
share
outstanding
throughout
the
period)
Net
asset
value,
beginning
of
period
.....
$90.21
$71.98
$67.56
$65.78
$58.76
$53.28
Income
from
investment
operations
a
:
Net
investment
income
b
.............
0.23
0.42
0.52
0.57
0.55
0.57
Net
realized
and
unrealized
gains
(losses)
4.32
18.24
5.82
3.96
8.37
6.71
Total
from
investment
operations
........
4.55
18.66
6.34
4.53
8.92
7.28
Less
distributions
from:
Net
investment
income
..............
(0.11)
(0.43)
(0.54)
(0.59)
(0.50)
(0.69)
Net
realized
gains
.................
(3.74)
—
(1.38)
(2.16)
(1.40)
(1.11)
Total
distributions
...................
(3.85)
(0.43)
(1.92)
(2.75)
(1.90)
(1.80)
Net
asset
value,
end
of
period
..........
$90.91
$90.21
$71.98
$67.56
$65.78
$58.76
Total
return
c
.......................
5.04%
26.00%
9.67%
7.28%
15.50%
14.07%
Ratios
to
average
net
assets
d
Expenses
e
........................
1.09%
1.10%
1.11%
1.12%
1.12%
1.16%
Net
investment
income
...............
0.49%
0.49%
0.78%
0.91%
0.89%
1.00%
Supplemental
data
Net
assets,
end
of
period
(000’s)
........
$194,450
$192,325
$176,413
$194,827
$203,792
$227,179
Portfolio
turnover
rate
................
1.13%
5.04%
9.11%
2.65%
1.63%
3.09%
a
The
amount
shown
for
a
share
outstanding
throughout
the
period
may
not
correlate
with
the
Statement
of
Operations
for
the
period
due
to
the
timing
of
sales
and
repurchases
of
the
Fund’s
shares
in
relation
to
income
earned
and/or
fluctuating
fair
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
Ratios
are
annualized
for
periods
less
than
one
year.
e
Benefit
of
waiver
and
payments
by
affiliates
and
expense
reduction
rounds
to
less
than
0.01%.
Franklin
Managed
Trust
Financial
Highlights
Franklin
Rising
Dividends
Fund
(continued)
franklintempleton.com
Semiannual
Report
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
12
a
Six
Months
Ended
March
31,
2022
(unaudited)
Year
Ended
September
30,
2021
2020
2019
2018
2017
Class
R6
Per
share
operating
performance
(for
a
share
outstanding
throughout
the
period)
Net
asset
value,
beginning
of
period
.....
$90.51
$72.21
$67.79
$65.97
$58.97
$53.46
Income
from
investment
operations
a
:
Net
investment
income
b
.............
0.49
0.90
0.90
0.94
0.83
0.92
Net
realized
and
unrealized
gains
(losses)
4.34
18.29
5.83
3.98
8.47
6.73
Total
from
investment
operations
........
4.83
19.19
6.73
4.92
9.30
7.65
Less
distributions
from:
Net
investment
income
..............
(0.39)
(0.89)
(0.93)
(0.94)
(0.90)
(1.03)
Net
realized
gains
.................
(3.74)
—
(1.38)
(2.16)
(1.40)
(1.11)
Total
distributions
...................
(4.13)
(0.89)
(2.31)
(3.10)
(2.30)
(2.14)
Net
asset
value,
end
of
period
..........
$91.21
$90.51
$72.21
$67.79
$65.97
$58.97
Total
return
c
.......................
5.34%
26.72%
10.33%
7.91%
16.18%
14.80%
Ratios
to
average
net
assets
d
Expenses
e
........................
0.53%
0.53%
0.53%
0.53%
0.53%
0.52%
Net
investment
income
...............
1.06%
1.06%
1.35%
1.50%
1.48%
1.64%
Supplemental
data
Net
assets,
end
of
period
(000’s)
........
$2,706,052
$2,510,987
$2,187,987
$1,852,106
$1,743,486
$523,985
Portfolio
turnover
rate
................
1.13%
5.04%
9.11%
2.65%
1.63%
3.09%
a
The
amount
shown
for
a
share
outstanding
throughout
the
period
may
not
correlate
with
the
Statement
of
Operations
for
the
period
due
to
the
timing
of
sales
and
repurchases
of
the
Fund’s
shares
in
relation
to
income
earned
and/or
fluctuating
fair
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
Ratios
are
annualized
for
periods
less
than
one
year.
e
Benefit
of
waiver
and
payments
by
affiliates
and
expense
reduction
rounds
to
less
than
0.01%.
Franklin
Managed
Trust
Financial
Highlights
Franklin
Rising
Dividends
Fund
(continued)
franklintempleton.com
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Semiannual
Report
13
a
Six
Months
Ended
March
31,
2022
(unaudited)
Year
Ended
September
30,
2021
2020
2019
2018
2017
Advisor
Class
Per
share
operating
performance
(for
a
share
outstanding
throughout
the
period)
Net
asset
value,
beginning
of
period
.....
$90.50
$72.21
$67.78
$65.98
$58.95
$53.45
Income
from
investment
operations
a
:
Net
investment
income
b
.............
0.46
0.84
0.85
0.89
0.90
0.78
Net
realized
and
unrealized
gains
(losses)
4.34
18.28
5.84
3.97
8.34
6.79
Total
from
investment
operations
........
4.80
19.12
6.69
4.86
9.24
7.57
Less
distributions
from:
Net
investment
income
..............
(0.35)
(0.83)
(0.88)
(0.90)
(0.81)
(0.96)
Net
realized
gains
.................
(3.74)
—
(1.38)
(2.16)
(1.40)
(1.11)
Total
distributions
...................
(4.09)
(0.83)
(2.26)
(3.06)
(2.21)
(2.07)
Net
asset
value,
end
of
period
..........
$91.21
$90.50
$72.21
$67.78
$65.98
$58.95
Total
return
c
.......................
5.31%
26.62%
10.25%
7.82%
16.07%
14.65%
Ratios
to
average
net
assets
d
Expenses
e
........................
0.59%
0.60%
0.61%
0.62%
0.62%
0.66%
Net
investment
income
...............
0.99%
0.99%
1.28%
1.41%
1.39%
1.50%
Supplemental
data
Net
assets,
end
of
period
(000’s)
........
$4,443,556
$4,295,258
$3,421,716
$3,282,003
$2,883,129
$3,292,740
Portfolio
turnover
rate
................
1.13
%
5.04%
9.11%
2.65%
1.63%
3.09%
a
The
amount
shown
for
a
share
outstanding
throughout
the
period
may
not
correlate
with
the
Statement
of
Operations
for
the
period
due
to
the
timing
of
sales
and
repurchases
of
the
Fund’s
shares
in
relation
to
income
earned
and/or
fluctuating
fair
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
Ratios
are
annualized
for
periods
less
than
one
year.
e
Benefit
of
waiver
and
payments
by
affiliates
and
expense
reduction
rounds
to
less
than
0.01%.
Franklin
Managed
Trust
Schedule
of
Investments
(unaudited),
March
31,
2022
Franklin
Rising
Dividends
Fund
franklintempleton.com
Semiannual
Report
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
14
a
a
Shares
a
Value
a
Common
Stocks
98.4%
Aerospace
&
Defense
4.1%
General
Dynamics
Corp.
..............................................
1,667,690
$
402,213,474
Raytheon
Technologies
Corp.
..........................................
7,373,428
730,485,512
1,132,698,986
Air
Freight
&
Logistics
2.3%
United
Parcel
Service,
Inc.,
B
..........................................
2,890,600
619,918,076
Banks
1.3%
JPMorgan
Chase
&
Co.
...............................................
2,595,700
353,845,824
Beverages
1.7%
PepsiCo,
Inc.
......................................................
2,816,077
471,354,968
Biotechnology
1.5%
AbbVie,
Inc.
.......................................................
2,579,200
418,114,112
Building
Products
2.6%
Carlisle
Cos.,
Inc.
...................................................
958,729
235,770,636
Johnson
Controls
International
plc
.......................................
7,033,449
461,183,251
696,953,887
Capital
Markets
1.1%
Nasdaq,
Inc.
.......................................................
1,734,750
309,132,450
Chemicals
9.6%
Air
Products
and
Chemicals,
Inc.
........................................
2,544,658
635,935,481
Albemarle
Corp.
....................................................
2,678,200
592,283,930
Ecolab,
Inc.
........................................................
1,858,772
328,184,784
Linde
plc
..........................................................
2,854,135
911,696,343
Sherwin-Williams
Co.
(The)
............................................
651,900
162,727,278
2,630,827,816
Commercial
Services
&
Supplies
1.9%
Cintas
Corp.
.......................................................
1,230,700
523,527,473
Electrical
Equipment
0.7%
nVent
Electric
plc
...................................................
5,068,468
176,281,317
Food
&
Staples
Retailing
1.4%
Walmart,
Inc.
......................................................
2,616,764
389,688,495
Food
Products
1.6%
McCormick
&
Co.,
Inc.
...............................................
4,319,600
431,096,080
Health
Care
Equipment
&
Supplies
10.2%
Abbott
Laboratories
..................................................
4,669,700
552,705,692
Becton
Dickinson
and
Co.
.............................................
2,452,656
652,406,496
Medtronic
plc
......................................................
5,558,600
616,726,670
Stryker
Corp.
......................................................
3,633,518
9
71,421,037
2,793,259,895
Health
Care
Providers
&
Services
3.1%
CVS
Health
Corp.
...................................................
1,341,000
135,722,610
UnitedHealth
Group,
Inc.
..............................................
1,409,600
718,853,712
854,576,322
Hotels,
Restaurants
&
Leisure
2.1%
McDonald's
Corp.
...................................................
1,916,554
473,925,473
Starbucks
Corp.
....................................................
1,142,300
103,915,031
577,840,504
Household
Products
2.7%
Colgate-Palmolive
Co.
...............................................
3,696,810
280,329,102
Franklin
Managed
Trust
Schedule
of
Investments
(unaudited)
Franklin
Rising
Dividends
Fund
(continued)
franklintempleton.com
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Semiannual
Report
15
a
a
Shares
a
Value
a
Common
Stocks
(continued)
Household
Products
(continued)
Procter
&
Gamble
Co.
(The)
...........................................
2,995,088
$
457,649,447
737,978,549
Industrial
Conglomerates
6.3%
Honeywell
International,
Inc.
...........................................
3,089,600
601,174,368
Roper
Technologies,
Inc.
..............................................
2,346,502
1,108,088,640
1,709,263,008
Insurance
0.6%
Erie
Indemnity
Co.,
A
.................................................
961,622
169,370,483
IT
Services
6.1%
Accenture
plc,
A
....................................................
3,035,900
1,023,796,557
Visa,
Inc.,
A
........................................................
2,953,100
654,908,987
1,678,705,544
Life
Sciences
Tools
&
Services
2.5%
West
Pharmaceutical
Services,
Inc.
......................................
1,640,400
673,728,684
Machinery
3.0%
Donaldson
Co.,
Inc.
.................................................
2,780,204
144,375,994
Dover
Corp.
.......................................................
2,740,900
430,047,210
Pentair
plc
........................................................
4,386,368
237,785,009
812,208,213
Multiline
Retail
2.3%
Target
Corp.
.......................................................
2,987,291
633,962,896
Oil,
Gas
&
Consumable
Fuels
2.9%
Chevron
Corp.
.....................................................
2,251,000
366,530,330
EOG
Resources,
Inc.
................................................
2,129,600
253,912,208
Exxon
Mobil
Corp.
...................................................
2,213,200
182,788,188
803,230,726
Pharmaceuticals
2.8%
Johnson
&
Johnson
.................................................
2,879,600
510,351,508
Pfizer,
Inc.
.........................................................
5,042,600
261,055,402
771,406,910
Road
&
Rail
2.0%
JB
Hunt
Transport
Services,
Inc.
........................................
819,700
164,587,563
Norfolk
Southern
Corp.
...............................................
1,383,369
394,564,506
559,152,069
Semiconductors
&
Semiconductor
Equipment
6.2%
Analog
Devices,
Inc.
.................................................
5,110,119
844,089,456
Texas
Instruments,
Inc.
...............................................
4,679,700
858,631,356
1,702,720,812
Software
9.2%
Microsoft
Corp.
.....................................................
8,163,100
2,516,765,361
Specialty
Retail
3.4%
Lowe's
Cos.,
Inc.
....................................................
2,827,300
571,651,787
Ross
Stores,
Inc.
...................................................
3,983,150
360,315,749
931,967,536
Textiles,
Apparel
&
Luxury
Goods
2.1%
NIKE,
Inc.,
B
.......................................................
4,158,800
559,608,128
Franklin
Managed
Trust
Schedule
of
Investments
(unaudited)
Franklin
Rising
Dividends
Fund
(continued)
franklintempleton.com
Semiannual
Report
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
16
a
a
Shares
a
Value
a
Common
Stocks
(continued)
Trading
Companies
&
Distributors
1.1%
WW
Grainger,
Inc.
...................................................
576,000
$
297,095,040
Total
Common
Stocks
(Cost
$10,003,723,951)
...................................
26,936,280,164
a
a
a
a
Short
Term
Investments
1.6%
a
Money
Market
Funds
1.6%
a,b
Institutional
Fiduciary
Trust
-
Money
Market
Portfolio,
0.01%
...................
434,078,971
434,078,971
Total
Money
Market
Funds
(Cost
$434,078,971)
.................................
434,078,971
Total
Short
Term
Investments
(Cost
$434,078,971
)
...............................
434,078,971
a
Total
Investments
(Cost
$10,437,802,922)
100.0%
...............................
$27,370,359,135
Other
Assets,
less
Liabilities
(0.0)%
†
...........................................
(6,359,044)
Net
Assets
100.0%
...........................................................
$27,364,000,091
†
Rounds
to
less
than
0.1%
of
net
assets.
a
See
Note
3(f)
regarding
investments
in
affiliated
management
investment
companies.
b
The
rate
shown
is
the
annualized
seven-day
effective
yield
at
period
end.
Franklin
Managed
Trust
Financial
Statements
Statement
of
Assets
and
Liabilities
March
31,
2022
(unaudited)
franklintempleton.com
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Semiannual
Report
17
Franklin
Rising
Dividends
Fund
Assets:
Investments
in
securities:
Cost
-
Unaffiliated
issuers
...................................................................
$10,003,723,951
Cost
-
Non-controlled
affiliates
(Note
3f)
........................................................
434,078,971
Value
-
Unaffiliated
issuers
..................................................................
$26,936,280,164
Value
-
Non-controlled
affiliates
(Note
3f)
........................................................
434,078,971
Receivables:
Capital
shares
sold
........................................................................
23,952,102
Dividends
...............................................................................
18,216,106
Total
assets
..........................................................................
27,412,527,343
Liabilities:
Payables:
Capital
shares
redeemed
...................................................................
27,492,406
Management
fees
.........................................................................
11,030,207
Distribution
fees
..........................................................................
5,149,356
Transfer
agent
fees
........................................................................
2,860,487
Accrued
expenses
and
other
liabilities
...........................................................
1,994,796
Total
liabilities
.........................................................................
48,527,252
Net
assets,
at
value
.................................................................
$27,364,000,091
Net
assets
consist
of:
Paid-in
capital
.............................................................................
$10,032,127,199
Total
distributable
earnings
(losses)
.............................................................
17,331,872,892
Net
assets,
at
value
.................................................................
$27,364,000,091
Franklin
Managed
Trust
Financial
Statements
Statement
of
Assets
and
Liabilities
(continued)
March
31,
2022
(unaudited)
franklintempleton.com
Semiannual
Report
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
18
Franklin
Rising
Dividends
Fund
Class
A:
Net
assets,
at
value
.......................................................................
$18,533,119,484
Shares
outstanding
........................................................................
203,055,058
Net
asset
value
per
share
a
..................................................................
$91.27
Maximum
offering
price
per
share
(net
asset
value
per
share
÷
94.50%)
................................
$96.58
Class
C:
Net
assets,
at
value
.......................................................................
$1,486,823,379
Shares
outstanding
........................................................................
16,670,608
Net
asset
value
and
maximum
offering
price
per
share
a
.............................................
$89.19
Class
R:
Net
assets,
at
value
.......................................................................
$194,449,509
Shares
outstanding
........................................................................
2,138,811
Net
asset
value
and
maximum
offering
price
per
share
.............................................
$90.91
Class
R6:
Net
assets,
at
value
.......................................................................
$2,706,052,039
Shares
outstanding
........................................................................
29,668,719
Net
asset
value
and
maximum
offering
price
per
share
.............................................
$91.21
Advisor
Class:
Net
assets,
at
value
.......................................................................
$4,443,555,680
Shares
outstanding
........................................................................
48,717,281
Net
asset
value
and
maximum
offering
price
per
share
.............................................
$91.21
a
Redemption
price
is
equal
to
net
asset
value
less
contingent
deferred
sales
charges,
if
applicable.
Franklin
Managed
Trust
Financial
Statements
Statement
of
Operations
for
the
six
months
ended
March
31,
2022
(unaudited)
franklintempleton.com
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Semiannual
Report
19
Franklin
Rising
Dividends
Fund
Investment
income:
Dividends:
Unaffiliated
issuers
........................................................................
$218,346,091
Non-controlled
affiliates
(Note
3f)
.............................................................
19,908
Total
investment
income
...................................................................
218,365,999
Expenses:
Management
fees
(Note
3
a
)
...................................................................
67,488,893
Distribution
fees:
(Note
3c
)
    Class
A
................................................................................
23,320,485
    Class
C
................................................................................
7,874,172
    Class
R
................................................................................
495,360
Transfer
agent
fees:
(Note
3e
)
    Class
A
................................................................................
8,547,740
    Class
C
................................................................................
722,218
    Class
R
................................................................................
90,808
    Class
R6
...............................................................................
327,648
    Advisor
Class
............................................................................
2,051,599
Custodian
fees
(Note
4
)
......................................................................
67,148
Reports
to
shareholders
fees
..................................................................
1,042,670
Registration
and
filing
fees
....................................................................
219,958
Professional
fees
...........................................................................
60,972
Trustees'
fees
and
expenses
..................................................................
110,643
Other
....................................................................................
205,284
Total
expenses
.........................................................................
112,625,598
Expense
reductions
(Note
4
)
...............................................................
(259)
Expenses
waived/paid
by
affiliates
(Note
3f)
....................................................
(201,595)
Net
expenses
.........................................................................
112,423,744
Net
investment
income
................................................................
105,942,255
Realized
and
unrealized
gains
(losses):
Net
realized
gain
(loss)
from:
Investments:
Unaffiliated
issuers
......................................................................
505,067,715
Net
change
in
unrealized
appreciation
(depreciation)
on:
Investments:
Unaffiliated
issuers
......................................................................
755,553,368
Net
realized
and
unrealized
gain
(loss)
............................................................
1,260,621,083
Net
increase
(decrease)
in
net
assets
resulting
from
operations
..........................................
$1,366,563,338
Franklin
Managed
Trust
Financial
Statements
Statements
of
Changes
in
Net
Assets
franklintempleton.com
Semiannual
Report
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
20
Franklin
Rising
Dividends
Fund
Six
Months
Ended
March
31,
2022
(unaudited)
Year
Ended
September
30,
2021
Increase
(decrease)
in
net
assets:
Operations:
Net
investment
income
.................................................
$105,942,255
$189,564,236
Net
realized
gain
(loss)
.................................................
505,067,715
1,138,367,633
Net
change
in
unrealized
appreciation
(depreciation)
...........................
755,553,368
4,372,822,985
Net
increase
(decrease)
in
net
assets
resulting
from
operations
................
1,366,563,338
5,700,754,854
Distributions
to
shareholders:
Class
A
.............................................................
(780,775,880)
(123,233,405)
Class
C
.............................................................
(64,085,208)
(1,284,451)
Class
R
.............................................................
(8,104,367)
(991,909)
Class
R6
............................................................
(115,057,112)
(25,572,427)
Advisor
Class
........................................................
(193,961,628)
(39,180,394)
Total
distributions
to
shareholders
..........................................
(1,161,984,195)
(190,262,586)
Capital
share
transactions:
(Note
2
)
Class
A
.............................................................
573,885,840
89,855,692
Class
C
.............................................................
(96,330,242)
(876,042,373)
Class
R
.............................................................
552,587
(26,206,045)
Class
R6
............................................................
175,394,560
(214,085,064)
Advisor
Class
........................................................
115,446,823
3,765,501
Total
capital
share
transactions
............................................
768,949,568
(1,022,712,289)
Net
increase
(decrease)
in
net
assets
...................................
973,528,711
4,487,779,979
Net
assets:
Beginning
of
period
.....................................................
26,390,471,380
21,902,691,401
End
of
period
..........................................................
$27,364,000,091
$26,390,471,380
Franklin
Managed
Trust
21
franklintempleton.com
Semiannual
Report
Notes
to
Financial
Statements
(unaudited)
Franklin
Rising
Dividends
Fund
1.
Organization
and
Significant
Accounting
Policies
Franklin
Managed
Trust (Trust)
is
registered
under
the
Investment
Company
Act
of
1940
(1940
Act)
as
an
open-
end
management
investment
company,
consisting
of
one
fund, Franklin
Rising
Dividends
Fund
(Fund)
and
applies
the
specialized
accounting
and
reporting
guidance
in
U.S.
Generally
Accepted
Accounting
Principles
(U.S.
GAAP).
The
Fund
offers
five
classes
of
shares:
Class
A,
Class
C,
Class
R,
Class
R6
and
Advisor
Class.
Class
C
shares
automatically
convert
to
Class
A
shares
on
a
monthly
basis,
after
they
have
been
held
for
8
years.
Each
class
of
shares
may
differ
by
its
initial
sales
load,
contingent
deferred
sales
charges,
voting
rights
on
matters
affecting
a
single
class,
its
exchange
privilege
and
fees
due
to
differing
arrangements
for
distribution
and
transfer
agent
fees.
The
following
summarizes
the
Fund’s
significant
accounting
policies.
a.
Financial
Instrument
Valuation 
The
Fund's
investments
in
financial
instruments
are
carried
at
fair
value
daily.
Fair
value
is
the
price
that
would
be
received
to
sell
an
asset
or
paid
to
transfer
a
liability
in
an
orderly
transaction
between
market
participants
on
the
measurement
date.
The
Fund
calculates
the
net
asset
value
(NAV)
per
share
each business
day as
of
4
p.m.
Eastern
time
or
the
regularly
scheduled
close
of
the
New
York
Stock
Exchange
(NYSE),
whichever
is
earlier.
Under
compliance
policies
and
procedures
approved
by
the
Fund's
Board
of
Trustees
(the
Board),
the
Fund's
administrator
has
responsibility
for
oversight
of
valuation,
including
leading
the
cross-functional
Valuation
Committee
(VC).
The
Fund
may
utilize
independent
pricing
services,
quotations
from
securities
and
financial
instrument
dealers,
and
other
market
sources
to
determine
fair
value. 
Equity
securities
listed
on
an
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.
Foreign
equity
securities
are
valued
as
of
the
close
of
trading
on
the
foreign
stock
exchange
on
which
the
security
is
primarily
traded,
or
as
of
4
p.m.
Eastern
time.
The
value
is
then
converted
into
its
U.S.
dollar
equivalent
at
the
foreign
exchange
rate
in
effect
at
4
p.m.
Eastern
time
on
the
day
that
the
value
of
the
security
is
determined.
Over-the-counter
(OTC)
securities
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.
Certain
equity
securities
are
valued
based
upon
fundamental
characteristics
or
relationships
to
similar
securities. 
Investments
in open-end mutual
funds
are
valued
at
the
closing
NAV.
The
Fund
has
procedures
to
determine
the
fair
value
of
financial
instruments
for
which
market
prices
are
not
reliable
or
readily
available.
Under
these
procedures,
the Fund
primarily
employs
a
market-based
approach
which
may
use
related
or
comparable
assets
or
liabilities,
recent
transactions,
market
multiples,
book
values,
and
other
relevant
information
for
the
investment
to
determine
the
fair
value
of
the
investment.
An
income-based
valuation
approach
may
also
be
used
in
which
the
anticipated
future
cash
flows
of
the
investment
are
discounted
to
calculate
fair
value.
Discounts
may
also
be
applied
due
to
the
nature
or
duration
of
any
restrictions
on
the
disposition
of
the
investments.
Due
to
the
inherent
uncertainty
of
valuations
of
such
investments,
the
fair
values
may
differ
significantly
from
the
values
that
would
have
been
used
had
an
active
market
existed.
Trading
in
securities
on
foreign
securities
stock
exchanges
and
OTC
markets
may
be
completed
before
4
p.m.
Eastern
time.
In
addition,
trading
in
certain
foreign
markets
may
not
take
place
on
every
Fund's
business
day.
Events
can occur
between
the
time
at
which
trading
in
a
foreign
security
is
completed
and
4
p.m.
Eastern
time
that
might
call
into
question
the
reliability
of
the
value
of
a
portfolio
security
held
by
the
Fund.
As
a
result,
differences
may
arise
between
the
value
of
the
Fund's
portfolio
securities
as
determined
at
the
foreign
market
close
and
the
latest
indications
of
value
at
4
p.m.
Eastern
time.
In
order
to
minimize
the
potential
for
these
differences,
an
independent
pricing
service
may
be
used
to
adjust
the
value
of
the
Fund's
portfolio
securities
to
the
latest
indications
of
fair
value
at 4
p.m.
Eastern
time. 
When
the
last
day
of
the
reporting
period
is
a
non-business
day,
certain
foreign
markets
may
be
open
on
those
days
that
the
Fund's
NAV
is
not
calculated,
which
could
result
in
differences
between
the
value
of
the
Fund's
portfolio
securities
on
the
last
business
day
and
the
last
calendar
day
of
the
reporting
period.
Any
security
valuation
changes
due
to
an
open
foreign
market
are
adjusted
and
reflected
by
the Fund
for
financial
reporting
purposes.
Franklin
Managed
Trust
Notes
to
Financial
Statements
(unaudited)
22
franklintempleton.com
Semiannual
Report
Franklin
Rising
Dividends
Fund
(continued)
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.
The
Fund
may
enter
into
foreign
currency
exchange
contracts
to
facilitate
transactions
denominated
in
a
foreign
currency.
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.
Portfolio
securities
and
assets
and
liabilities
denominated
in
foreign
currencies
contain
risks
that
those
currencies
will
decline
in
value
relative
to
the
U.S.
dollar.
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
Board.
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
in
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.
Income
and
Deferred
Taxes
It
is the
Fund's
policy
to
qualify
as
a
regulated
investment
company
under
the
Internal
Revenue
Code. The
Fund
intends
to
distribute
to
shareholders
substantially
all
of
its
taxable
income
and
net
realized
gains
to
relieve
it
from
federal
income
and excise
taxes.
As
a
result,
no
provision
for
U.S.
federal
income
taxes
is
required.
The Fund
may
be
subject
to
foreign
taxation
related
to
income
received,
capital
gains
on
the
sale
of
securities
and
certain
foreign
currency
transactions
in
the
foreign
jurisdictions
in
which
it
invests.
Foreign
taxes,
if
any,
are
recorded
based
on
the
tax
regulations
and
rates
that
exist
in
the
foreign
markets
in
which
the
Fund
invests.
When
a
capital
gain
tax
is
determined
to
apply,
the
Fund
records
an
estimated
deferred
tax
liability
in
an
amount
that
would
be
payable
if
the
securities
were
disposed
of
on
the
valuation
date.
The
Fund
may
recognize
an
income
tax
liability
related
to
its
uncertain
tax
positions
under
U.S.
GAAP
when
the
uncertain
tax
position
has
a
less
than
50%
probability
that
it
will
be
sustained
upon
examination
by
the
tax
authorities
based
on
its
technical
merits.
As
of
March
31,
2022,
the
Fund
has
determined
that
no
tax
liability
is
required
in
its
financial
statements
related
to
uncertain
tax
positions
for
any
open
tax
years
(or
expected
to
be
taken
in
future
tax
years).
Open
tax
years
are
those
that
remain
subject
to
examination
and
are
based
on
the
statute
of
limitations
in
each
jurisdiction
in
which
the
Fund
invests. 
d.
Security
Transactions,
Investment
Income,
Expenses
and
Distributions
Security
transactions
are
accounted
for
on
trade
date.
Realized
gains
and
losses
on
security
transactions
are
determined
on
a
specific
identification
basis.
Estimated
expenses
are
accrued
daily.
Dividend
income
is
recorded
on
the
ex-dividend
date
except
for
certain
dividends
from
securities
where
the
dividend
rate
is
not
available.
In
such
cases,
the
dividend
is
recorded
as
soon
as
the
information
is
received
by
the
Fund.
Distributions
to
shareholders
are
recorded
on
the
ex-dividend
date.
Distributable
earnings
are
determined
according
to
income
tax
regulations
(tax
basis)
and
may
differ
from
earnings
recorded
in
accordance
with
U.S.
GAAP.
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,
excluding
class
specific
expenses,
are
allocated
daily
to
each
class
of
shares
based
upon
the
relative
proportion
of
net
assets
of
each
class.
Differences
in
per
share
distributions
by
class
are
generally
due
to
differences
in
class
specific
expenses.
1.
Organization
and
Significant
Accounting
Policies
(continued)
Franklin
Managed
Trust
Notes
to
Financial
Statements
(unaudited)
23
franklintempleton.com
Semiannual
Report
Franklin
Rising
Dividends
Fund
(continued)
e.
Accounting
Estimates
The
preparation
of
financial
statements
in
accordance
with
U.S.
GAAP
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.
f.
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.
Currently,
the
Fund
expects
the
risk
of
loss
to
be
remote.
2.
Shares
of
Beneficial
Interest
At
March
31,
2022,
there
were
an
unlimited
number
of
shares
authorized
(without
par
value).
Transactions
in
the
Fund’s
shares
were
as
follows:
Six
Months
Ended
March
31,
2022
Year
Ended
September
30,
2021
Shares
Amount
Shares
Amount
Class
A
Shares:
Shares
sold
a
...................................
10,040,701
$931,660,114
28,001,792
$2,396,387,733
Shares
issued
in
reinvestment
of
distributions
..........
8,237,571
753,121,796
1,441,252
116,227,174
Shares
redeemed
...............................
(12,003,319)
(1,110,896,070)
(28,548,476)
(2,422,759,215)
Net
increase
(decrease)
..........................
6,274,953
$573,885,840
894,568
$89,855,692
Class
C
Shares:
Shares
sold
...................................
1,290,301
$117,938,411
2,974,475
$244,357,815
Shares
issued
in
reinvestment
of
distributions
..........
702,749
62,938,207
16,473
1,262,551
Shares
redeemed
a
..............................
(3,059,623)
(277,206,860)
(13,002,051)
(1,121,662,739)
Net
increase
(decrease)
..........................
(1,066,573)
$(96,330,242)
(10,011,103)
$(876,042,373)
Class
R
Shares:
Shares
sold
...................................
184,394
$17,050,670
374,978
$31,487,969
Shares
issued
in
reinvestment
of
distributions
..........
88,370
8,053,798
12,304
983,014
Shares
redeemed
...............................
(266,042)
(24,551,881)
(705,900)
(58,677,028)
Net
increase
(decrease)
..........................
6,722
$552,587
(318,618)
$(26,206,045)
Class
R6
Shares:
Shares
sold
...................................
3,494,078
$322,164,830
7,140,675
$597,589,317
Shares
issued
in
reinvestment
of
distributions
..........
1,193,866
108,958,392
301,474
24,224,113
Shares
redeemed
...............................
(2,763,195)
(255,728,662)
(9,998,994)
(835,898,494)
Net
increase
(decrease)
..........................
1,924,749
$175,394,560
(2,556,845)
$(214,085,064)
Advisor
Class
Shares:
Shares
sold
...................................
3,888,577
$360,288,997
11,564,561
$1,007,087,021
Shares
issued
in
reinvestment
of
distributions
..........
1,973,114
180,115,636
446,158
36,019,890
Shares
redeemed
...............................
(4,603,841)
(424,957,810)
(11,939,421)
(1,039,341,410)
Net
increase
(decrease)
..........................
1,257,850
$115,446,823
71,298
$3,765,501
1.
Organization
and
Significant
Accounting
Policies
(continued)
Franklin
Managed
Trust
Notes
to
Financial
Statements
(unaudited)
24
franklintempleton.com
Semiannual
Report
Franklin
Rising
Dividends
Fund
(continued)
3.
Transactions
with
Affiliates
Franklin
Resources,
Inc.
is
the
holding
company
for
various
subsidiaries
that
together
are
referred
to
as
Franklin
Templeton.
Certain
officers
and
trustees
of
the
Fund
are
also
officers
and/or
directors
of
the
following
subsidiaries:
a.
Management
Fees
The
Fund
pays
an
investment
management
fee,
calculated
daily
and
paid
monthly,
to
Advisers
based
on
the
average
daily
net
assets
of
the
Fund
as
follows:
For
the
period
ended
March
31,
2022,
the
annualized
gross
effective
investment
management
fee
rate
was
0.489%
of
the
Fund’s
average
daily
net
assets. 
b.
Administrative
Fees
Under
an
agreement
with
Advisers,
FT
Services
provides
administrative
services
to
the
Fund.
The
fee
is
paid
by
Advisers
based
on
the
Fund's
average
daily
net
assets,
and
is
not
an
additional
expense
of
the
Fund.
c.
Distribution
Fees
The
Board
has
adopted
distribution
plans
for
each
share
class,
with
the
exception
of
Class
R6
and
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
for
costs
incurred
in
connection
with
the
servicing,
sale
and
distribution
of
the
Fund's
shares
up
to
the
maximum
annual
plan
rate.
Under
the
Class
A
reimbursement
distribution
plan,
costs
exceeding
the
maximum
for
the
current
plan
year
cannot
be
reimbursed
in
subsequent
periods.
In
addition,
under
the
Fund’s
Class C
and
R
compensation
distribution
plans,
the
Fund
pays
Distributors
for
costs
incurred
in
connection
with
the
servicing,
sale
and
distribution
of
the
Fund's
shares
up
to
the
maximum
annual
plan
rate
for
each
class.
The
plan
year,
for
purposes
of
monitoring
compliance
with
the
maximum
annual
plan
rates,
is
February
1
through
January
31.
The
maximum
annual
plan
rates,
based
on
the
average
daily
net
assets,
for
each
class,
are
as
follows:
a
May
include
a
portion
of
Class
C
shares
that
were
automatically
converted
to
Class
A.
Subsidiary
Affiliation
Franklin
Advisers,
Inc.
(Advisers)
Investment
manager
Franklin
Templeton
Services,
LLC
(FT
Services)
Administrative
manager
Franklin
Distributors,
LLC
(Distributors)
Principal
underwriter
Franklin
Templeton
Investor
Services,
LLC
(Investor
Services)
Transfer
agent
Annualized
Fee
Rate
Net
Assets
0.750%
Up
to
and
including
$500
million
0.625%
Over
$500
million,
up
to
and
including
$1
billion
0.500%
Over
$1
billion,
up
to
and
including
$5
billion
0.490%
Over
$5
billion,
up
to
and
including
$10
billion
0.480%
Over
$10
billion,
up
to
and
including
$20
billion
0.470%
In
excess
of
$20
billion
2.
Shares
of
Beneficial
Interest
(continued)
Franklin
Managed
Trust
Notes
to
Financial
Statements
(unaudited)
25
franklintempleton.com
Semiannual
Report
Franklin
Rising
Dividends
Fund
(continued)
d.
Sales
Charges/Underwriting
Agreements
Front-end
sales
charges
and
contingent
deferred
sales
charges
(CDSC)
do
not
represent
expenses
of
the
Fund.
These
charges
are
deducted
from
the
proceeds
of
sales
of
F
und
shares
prior
to
investment
or
from
redemption
proceeds
prior
to
remittance,
as
applicable.
Distributors
has
advised
the
Fund
of
the
following
commission
transactions
related
to
the
sales
and
redemptions
of
the
Fund's
shares
for
the
period
:
e.
Transfer
Agent
Fees
Each
class
of
shares pays
transfer
agent
fees
to
Investor
Services
for
its
performance
of
shareholder
servicing
obligations.
The
fees
are
based
on
an
annualized
asset
based
fee
of
0.02%
plus
a
transaction
based
fee.
In
addition,
each
class reimburses
Investor
Services
for
out
of
pocket
expenses
incurred
and,
except
for
Class
R6,
reimburses
shareholder
servicing
fees
paid
to
third
parties.
These
fees
are
allocated
daily
based
upon
their
relative
proportion
of
such
classes'
aggregate
net
assets.
Class
R6
pays
Investor
Services
transfer
agent
fees
specific
to
that
class. 
For
the
period
ended
March
31,
2022,
the
Fund
paid
transfer
agent
fees
of
$11,740,013,
of
which $4,937,258
was
retained
by
Investor
Services.
f.
Investments
in
Affiliated
Management
Investment
Companies
The
Fund
invests
in
one
or
more
affiliated
management
investment
companies.
As
defined
in
the
1940
Act,
an
investment
is
deemed
to
be
a
“Controlled
Affiliate”
of
a
fund
when
a
fund
owns,
either
directly
or
indirectly,
25%
or
more
of
the
affiliated
fund’s
outstanding
shares
or
has
the
power
to
exercise
control
over
management
or
policies
of
such
fund.
The
Fund
does
not
invest
for
purposes
of
exercising
a
controlling
influence
over
the
management
or
policies.
Management
fees
paid
by
the
Fund
are
waived
on
assets
invested
in
the
affiliated
management
investment
companies,
as
noted
in
the
Statement
of
Operations,
in
an
amount
not
to
exceed
the
management
and
administrative
fees
paid
directly
or
indirectly
by
each
affiliate.
During
the
period
ended
March
31,
2022,
the
Fund
held
investments
in
affiliated
management
investment
companies
as
follows:
Class
A
....................................................................................
0.25%
Class
C
....................................................................................
1.00%
Class
R
....................................................................................
0.50%
Sales
charges
retained
net
of
commissions
paid
to
unaffiliated
brokers/dealers
..............................
$1,201,828
CDSC
retained
..............................................................................
$72,271
    aa
Value
at
Beginning
of
Period
Purchases
Sales
Realized
Gain
(Loss)
Net
Change
in
Unrealized
Appreciation
(Depreciation)
Value
at
End
of
Period
Number
of
Shares
Held
at
End
of
Period
Investment
Income
a      
a  
a  
a  
a  
a  
a  
a  
Franklin
Rising
Dividends
Fund
Non-Controlled
Affiliates
Dividends
Institutional
Fiduciary
Trust
-
Money
Market
Portfolio,
0.01%
.
$
351,254,684
$
747,645,825
$
(664,821,538)
$
—
$
—
$
434,078,971
434,078,971
$
19,908
Total
Affiliated
Securities
...
$351,254,684
$747,645,825
$(664,821,538)
$—
$—
$434,078,971
$19,908
3.
Transactions
with
Affiliates
(continued)
c.
Distribution
Fees
(continued)
Franklin
Managed
Trust
Notes
to
Financial
Statements
(unaudited)
26
franklintempleton.com
Semiannual
Report
Franklin
Rising
Dividends
Fund
(continued)
g.
Waiver
and
Expense
Reimbursements
Investor
Services
has
contractually
agreed
in
advance
to
waive
or
limit
its
fees
so
that
the
Class
R6
transfer
agent
fees
do
not
exceed
0.03%
based
on
the
average
net
assets
of
the
class
until
January
31,
2023.
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
March
31,
2022,
the
custodian
fees
were
reduced
as
noted
in
the
Statement
of
Operations. 
5.
Income
Taxes
At
March
31,
2022,
the
cost
of
investments
and
net
unrealized
appreciation
(depreciation)
for
income
tax
purposes
were
as
follows:
Differences
between
income
and/or
capital
gains
as
determined
on
a
book
basis
and
a
tax
basis
are
primarily
due
to
differing
treatment
of
corporate
actions.
6.
Investment
Transactions
Purchases
and
sales
of
investments
(excluding
short
term
securities)
for
the
period
ended
March
31,
2022,
aggregated
$306,804,217
and
$694,314,323,
respectively.
7.
Geopolitical
Risk 
On
February
24,
2022,
Russia
engaged
in
military
actions
in
the
sovereign
territory
of
Ukraine.
The
current
political
and
financial
uncertainty
surrounding
Russia
and
Ukraine
may
increase
market
volatility
and
the
economic
risk
of
investing
in
securities
in
these
countries
and
may
also
cause
uncertainty
for
the
global
economy
and
broader
financial
markets.
The
ultimate
fallout
and
long-term
impact
from
these
events
are
not
known.
The
Fund
will
continue
to
assess
the
impact
on
valuations
and
liquidity
and
will
take
any
potential
actions
needed
in
accordance
with
procedures
approved
by
the
Board.
8. Novel
Coronavirus
Pandemic 
The
global
outbreak
of
the
novel
coronavirus
disease,
known
as
COVID-19, has
caused
adverse
effects
on
many
companies,
sectors,
nations,
regions
and
the
markets
in
general, and
may
continue for
an unpredictable duration.
The
effects
of
this
pandemic
may
materially
impact
the
value
and
performance
of
the Fund, its ability
to
buy
and
sell
fund
investments
at
appropriate
valuations
and its ability
to
achieve its investment
objectives.
Cost
of
investments
..........................................................................
$10,474,991,878
Unrealized
appreciation
........................................................................
$16,991,270,050
Unrealized
depreciation
........................................................................
(95,902,793)
Net
unrealized
appreciation
(depreciation)
..........................................................
$16,895,367,257
3.
Transactions
with
Affiliates
(continued)
Franklin
Managed
Trust
Notes
to
Financial
Statements
(unaudited)
27
franklintempleton.com
Semiannual
Report
Franklin
Rising
Dividends
Fund
(continued)
9.
Credit
Facility
The
Fund,
together
with
other
U.S.
registered
and
foreign
investment
funds
(collectively,
Borrowers),
managed
by
Franklin
Templeton,
are
borrowers
in
a
joint
syndicated
senior
unsecured
credit
facility
totaling
$2.675
billion
(Global
Credit
Facility)
which
matures
on
February
3,
2023.
This
Global
Credit
Facility
provides
a
source
of
funds
to
the
Borrowers
for
temporary
and
emergency
purposes,
including
the
ability
to
meet
future
unanticipated
or
unusually
large
redemption
requests.
Under
the
terms
of
the
Global
Credit
Facility,
the
Fund
shall,
in
addition
to
interest
charged
on
any
borrowings
made
by
the
Fund
and
other
costs
incurred
by
the
Fund,
pay
its
share
of
fees
and
expenses
incurred
in
connection
with
the
implementation
and
maintenance
of
the
Global
Credit
Facility,
based
upon
its
relative
share
of
the
aggregate
net
assets
of
all
of
the
Borrowers,
including
an
annual
commitment
fee
of
0.15%
based
upon
the
unused
portion
of
the
Global
Credit
Facility.
These
fees
are
reflected
in
other
expenses
in
the
Statement
of
Operations.
During
the
period
ended
March
31,
2022,
the
Fund
did
not
use
the
Global
Credit
Facility. 
10.
Fair
Value
Measurements
The
Fund
follows
a
fair
value
hierarchy
that
distinguishes
between
market
data
obtained
from
independent
sources
(observable
inputs)
and
the Fund's
own
market
assumptions
(unobservable
inputs).
These
inputs
are
used
in
determining
the
value
of
the
Fund's financial
instruments
and
are
summarized
in
the
following
fair
value
hierarchy:
Level
1
–
quoted
prices
in
active
markets
for
identical
financial
instruments
Level
2
–
other
significant
observable
inputs
(including
quoted
prices
for
similar
financial
instruments,
interest
rates,
prepayment
speed,
credit
risk,
etc.)
Level
3
–
significant
unobservable
inputs
(including
the
Fund's
own
assumptions
in
determining
the
fair
value
of
financial
instruments)
The
input
levels
are
not
necessarily
an
indication
of
the
risk
or
liquidity
associated
with
financial
instruments
at
that
level.
At
March
31,
2022,
all
of
the
Fund's
investments
in
financial
instruments
carried
at
fair
value
were
valued
using
Level
1
inputs.
For
detailed
categories,
see
the
accompanying
Schedule
of
Investments.
11.
Subsequent
Events
The
Fund
has
evaluated
subsequent
events
through
the
issuance
of
the
financial
statements
and
determined
that
no
events
have
occurred
that
require
disclosure.
Franklin
Managed
Trust
Shareholder
Information
28
franklintempleton.com
Semiannual
Report
Proxy
Voting
Policies
and
Procedures
The
Fund’s
investment
manager
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
(954)
527-
7678
or
by
sending
a
written
request
to:
Franklin
Templeton
Companies,
LLC,
300
S.E.
2nd
Street,
Fort
Lauderdale,
FL
33301,
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.
Quarterly
Schedule
of
Investments
The
Trust,
on
behalf
of
the
Fund,
files
a
complete
schedule
of
investments
with
the
U.S.
Securities
and
Exchange
Commission
for
the
first
and
third
quarters
for
each
fiscal
year
as
an
exhibit
to
its
report
on
Form
N-PORT.
Shareholders
may
view
the
filed
Form
N-PORT
by
visiting
the
Commission’s
website
at
sec.gov.
The
filed
form
may
also
be
viewed
and
copied
at
the
Commission’s
Public
Reference
Room
in
Washington,
DC.
Information
regarding
the
operations
of
the
Public
Reference
Room
may
be
obtained
by
calling
(800)
SEC-0330.
Householding
of
Reports
and
Prospectuses
You
will
receive,
or
receive
notice
of
the
availability
of,
each
Fund's
financial
reports
every
six
months.
In
addition,
you
will
receive
as
an
annual
updated
summary
prospectus
(detail
prospectus
available
upon
request).
To
reduce
Fund
expenses,
we
try
to
identify
related
shareholders
in
a
household
and
send
only
one
copy
of
the
financial
reports
(to
the
extent
received
by
mail)
and
summary
prospectus.
This
process,
called
“householding,”
will
continue
indefinitely
unless
you
instruct
us
otherwise.
If
you
prefer
not
to
have
these
documents
householded,
please
call
us
at
(800)
632-2301.
At
any
time
you
may
view
current
prospectuses/
summary
prospectuses
and
financial
reports
on
our
website.
If
you
choose,
you
may
receive
these
documents
through
electronic
delivery.
158
S
05/22
©
2022
Franklin
Templeton
Investments.
All
rights
reserved.
Authorized
for
distribution
only
when
accompanied
or
preceded
by
a
summary
prospectus
and/or
prospectus.
Investors
should
carefully
consider
a
fund’s
investment
goals,
risks,
charges
and
expenses
before
investing.
A
prospectus
contains
this
and
other
information;
please
read
it
carefully
before
investing.
To
help
ensure
we
provide
you
with
quality
service,
all
calls
to
and
from
our
service
areas
are
monitored
and/or
recorded.
Semiannual
Report
and
Shareholder
Letter
Franklin
Rising
Dividends
Fund
Investment
Manager
Distributor
Shareholder
Services
Franklin
Advisers,
Inc.
Franklin
Distributors,
LLC
(800)
DIAL
BEN
®
/
342-5236
franklintempleton.com
(800)
632-2301
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 13(a)(1), the Registrant is attaching as an exhibit a copy of its code of ethics that applies to its principal executive officers and principal financial and accounting officer.
 
 
Item 3. Audit Committee Financial Expert.
 
(a)(1) The Registrant has an audit committee financial expert serving on its audit committee.
 
(2) The audit committee financial expert is Mary C. Choksi and she is "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 Companies.                                              N/A
 
 
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and
Affiliated Purchasers.                   N/A
 
 
Item 10. Submission of Matters to a Vote of Security Holders.
 
There have been no changes to the procedures by which shareholders may recommend nominees to the Registrant's Board of Trustees that would require disclosure herein.
 
 
 
 
 
Item 11. Controls and Procedures.
 
(a) Evaluation of Disclosure Controls and Procedures
. The Registrant maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the Registrant’s filings under the Securities Exchange Act of 1934, as amended, 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 changes in the Registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect the internal control over financial reporting.
 
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Company.                     N/A
 
Item 13. Exhibits.
 
(a)(1) Code of Ethics
 
 
(a)(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Matthew T. Hinkle, Chief Executive Officer - Finance and Administration, and Christopher Kings, Chief Financial Officer, Chief Accounting Officer and Treasurer
 
 
(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Matthew T. Hinkle, Chief Executive Officer - Finance and Administration, and Christopher Kings, Chief Financial Officer, Chief Accounting Officer and Treasurer
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
FRANKLIN
MANAGED TRUST
 
 
By S\MATTHEW T. HINKLE______________________
Matthew T. Hinkle
      Chief Executive Officer - Finance and Administration
Date  May 26, 2022
 
 
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\MATTHEW T. HINKLE______________________
Matthew T. Hinkle
      Chief Executive Officer - Finance and Administration
Date  May 26, 2022
 
 
By S\CHRISTOPHER KINGS______________________
      Christopher Kings
      Chief Financial Officer, Chief Accounting Officer and Treasurer
Date  May 26, 2022