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: 3/31/23
 
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,
2023
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:
U.S.
equities,
as
measured
by
the
Standard
&
Poor’s
®
500
Index
(S&P
500
®
),
posted
positive
total
returns
for
the
six
months
ended
March
31,
2023.
1
Despite
continued
challenges
from
elevated
inflation,
higher
interest
rates
and
several
well-publicized
failures
in
the
banking
sector
in
March
2023,
stocks,
led
by
the
technology
sector,
gained
amid
signs
of
resilience
in
the
U.S.
economy.
U.S.
gross
domestic
product
grew
in
2022’s
fourth
quarter
as
increased
consumer
and
government
spending,
higher
inventories
and
strong
non-residential
fixed
investment
boosted
the
economy.
Although
consumer
spending
continued
to
rise,
deteriorating
financial
conditions
kept
consumer
sentiment
at
historically
low
levels.
Meanwhile,
inflation,
which
remained
heightened
relative
to
recent
decades,
showed
signs
of
easing
but
its
path
remains
uncertain.
The
annual
inflation
rate,
as
measured
by
the
consumer
price
index,
declined
to
6%
in
February
2023,
the
lowest
rate
since
September
2021,
as
energy
costs
declined
sharply.
The
U.S.
unemployment
rate
remained
at
historic
low
levels
during
the
period,
briefly
hitting
a
54-year
low
of
3.4%
in
January
2023
and
ended
the
period
at
3.5%.
Wage
growth
eased
toward
the
end
of
the
period,
raising
market
expectations
that
the
U.S.
Federal
Reserve
(Fed)
would
slow
its
rate
of
increasing
interest
rates.
Rising
interest
rates
will
translate
to
higher
borrowing
costs
for
individuals
and
businesses
and
likely
discourage
some
economic
activity.
Even
as
the
Fed
moved
interest
rates
higher,
however,
mortgage
rates
moved
lower
toward
the
end
of
the
period
after
signs
of
stress
in
the
banking
system
became
evident.
In
an
effort
to
control
inflation,
the
Fed
raised
the
federal
funds
target
rate
four
times
during
the
period
to
end
at
a
range
of
4.75%–5.00%.
The
Fed
stepped
down
the
pace
of
its
interest-rate
hikes
from
75
basis
points
(bps)
at
its
November
2022
meeting
to
50
bps
in
December,
followed
by
25
bps
increases
in
February
and
March
2023.
At
its
March
2023
meeting,
the
Fed
said
it
would
continue
to
reduce
bond
holdings,
but
it
departed
from
previous
statements
by
softening
its
firm
outlook
on
future
rate
hikes.
Additionally,
Fed
Chair
Jerome
Powell
said
the
central
bank
most
likely
would
not
cut
rates
in
2023.
While
uneven
economic
conditions
are
a
concern
for
many
investors,
we
remain
committed
to
our
long-term
perspective
and
disciplined
investment
approach
as
we
conduct
rigorous,
fundamental
analysis
of
securities
that
balances
long-term
opportunities
and
risk
management.
We
continue
to
focus
on
what
we
consider
high-quality,
resilient
business
models
with
attractive
cash
flow
generation
capabilities
that
we
believe
can
perform
well
through
a
business
cycle.
The
enclosed
annual
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
P.
B.
Getaz,
CFA
Senior
Vice
President
Portfolio
Manager
Franklin
Managed
Trust
Matthew
D.
Quinlan
Senior
Vice
President
Portfolio
Manager
Franklin
Managed
Trust
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
This
letter
reflects
our
analysis
and
opinions
as
of
March
31,
2023,
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.
franklintempleton.com
Semiannual
Report
3
Contents
Semiannual
Report
Franklin
Rising
Dividends
Fund
4
Performance
Summary
7
Your
Fund’s
Expenses
9
Financial
Highlights
and
Schedule
of
Investments
10
Financial
Statements
18
Notes
to
Financial
Statements
22
Shareholder
Information
30
Visit
franklintempleton.com
for
fund
updates,
to
access
your
account,
or
to
find
helpful
financial
planning
tools.
4
franklintempleton.com
Semiannual
Report
SEMIANNUAL
REPORT
Franklin
Rising
Dividends
Fund
This
semiannual
report
for
Franklin
Rising
Dividends
Fund
covers
the
period
ended
March
31,
2023.
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
in
companies
of
any
size,
across
the
entire
market
spectrum,
and
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
+17.16%
cumulative
total
return.
In
comparison,
the
Fund’s
benchmark,
the
Standard
&
Poor’s
500
Index
(S&P
500
®
),
which
is
a
market
capitalization-weighted
index
of
500
stocks
designed
to
measure
total
U.S.
equity
market
performance,
posted
a
+15.62%
cumulative
total
return.
1
You
can
find
more
of
the
Fund’s
performance
data
in
the
Performance
Summary
beginning
on
page
7
.
Performance
data
represent
past
performance,
which
does
not
guarantee
future
results.
Investment
return
and
principal
value
will
fluctuate,
and
you
may
have
a
gain
or
loss
when
you
sell
your
shares.
Current
performance
may
differ
from
figures
shown.
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
Standard
&
Poor’s
®
500
Index
(S&P
500
®
),
posted
a
+15.62%
total
return
for
the
six
months
ended
March
31,
2023.
1
Despite
continued
challenges
from
elevated
inflation,
higher
interest
rates
and
the
failure
of
three
U.S.
banks
in
March
2023,
stocks,
led
by
the
information
technology
sector,
gained
amid
signs
of
resilience
in
the
U.S.
economy.
*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.
U.S.
gross
domestic
product
grew
in
2022’s
fourth
quarter
as
increased
consumer
and
government
spending,
higher
inventories
and
strong
nonresidential
fixed
investment
boosted
the
economy.
Although
consumer
spending
continued
to
rise,
deteriorating
financial
conditions
kept
consumer
sentiment
at
historically
low
levels.
Meanwhile,
inflation,
which
remained
heightened
relative
to
recent
decades,
showed
signs
of
easing.
The
annual
inflation
rate,
as
measured
by
the
consumer
price
index,
declined
to
6%
in
February
2023,
the
lowest
rate
since
September
2021,
as
energy
costs
declined
sharply.
The
U.S.
unemployment
rate
remained
at
historic
low
levels
during
the
period,
briefly
hitting
a
54-year
low
of
3.4%
in
January
2023
and
ended
the
period
at
3.5%.
Wage
growth
eased
toward
the
end
of
the
period,
raising
market
expectations
that
the
U.S.
Federal
Reserve
(Fed)
would
Portfolio
Composition
3/31/23
%
of
Total
Net
Assets
Software
12.6%
Health
Care
Equipment
&
Supplies
9.3%
Chemicals
9.1%
Semiconductors
&
Semiconductor
Equipment
5.9%
Aerospace
&
Defense
4.1%
Specialty
Retail
3.5%
Consumer
Staples
Distribution
&
Retail
3.5%
Oil,
Gas
&
Consumable
Fuels
3.3%
Health
Care
Providers
&
Services
3.1%
Household
Products
2.8%
Hotels,
Restaurants
&
Leisure
2.6%
IT
Services
2.6%
Financial
Services
2.5%
Food
Products
2.5%
Other*
28.8%
Short-Term
Investments
&
Other
Net
Assets
3.8%
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
15
.
Franklin
Rising
Dividends
Fund
5
franklintempleton.com
Semiannual
Report
slow
its
rate
of
increasing
interest
rates.
Rising
interest
rates
translated
to
higher
borrowing
costs
for
individuals
and
businesses,
which
discouraged
some
economic
activity.
Despite
interest-rate
increases,
bank
failures
contributed
to
lower
mortgage
rates
toward
the
end
of
the
period.
In
an
effort
to
control
inflation,
the
Fed
raised
the
federal
funds
target
rate
four
times
during
the
period
to
end
at
a
range
of
4.75%–5.00%.
The
Fed
stepped
down
the
pace
of
its
interest-rate
hikes
from
75
basis
points
(bps)
at
its
November
2022
meeting
to
50
bps
in
December,
followed
by
25
bps
increases
in
February
and
March
2023.
At
its
March
2023
meeting,
the
Fed
said
it
would
continue
to
reduce
bond
holdings,
but
it
departed
from
previous
statements
by
softening
its
firm
outlook
on
future
rate
hikes.
Additionally,
Fed
Chair
Jerome
Powell
said
the
central
bank
most
likely
would
not
cut
rates
in
2023.
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.
Manager’s
Discussion
Over
the
six-month
period
through
March
31,
2023,
all
sectors
contributed
to
performance
on
an
absolute
basis,
led
by
information
technology,
industrials
and
health
care.
All
sectors
posted
double-digit
gains
for
the
period.
Energy
and
financials
made
the
weakest
contributions.
Among
the
individual
contributors,
shares
of
enterprise
software
company
Microsoft
rallied
as
investors
focused
on
companies
poised
to
benefit
from
the
rise
of
artificial
intelligence
(AI),
which
requires
an
enormous
amount
of
data
to
be
stored
and
processed.
In
early
2023,
Microsoft
announced
plans
to
step
up
its
investment
in
OpenAI
(not
a
Fund
holding),
the
owner
of
the
ChatGPT
chat
bot,
and
then
released
a
version
of
its
internet
search
engine
featuring
the
technology.
Microsoft
and
other
large
technology
and
internet
stocks
outperformed
broader
markets
in
March
amid
turmoil
in
the
banking
industry.
Investors
sought
the
companies’
durable
revenue
streams
and
market
leadership
as
recessionary
fears
increased.
Microsoft’s
growth
slowed
in
the
fourth
quarter
of
2022,
and
the
company
warned
of
a
potential
slowdown
for
its
cloud
and
business
software
businesses.
It
also
announced
significant
layoffs.
We
continue
to
believe
the
trends
of
helping
business
customers
move
to
the
cloud
and
providing
workers
with
productivity
tools
should
support
attractive
growth
over
the
medium
to
longer
term.
Medical
technology
firm
Stryker
benefited
from
solid
financial
performance
that
exceeded
expectations,
supported
by
the
strength
of
its
signature
Mako
robotic-arm
assisted
surgery
platform
as
well
as
growth
in
its
emergency
care
and
acute
care
businesses.
The
company’s
guidance
was
also
strong,
citing
expectations
for
a
continuing
recovery
in
procedure
volumes,
especially
for
highly
profitable
orthopedic
implants
and
robotics-assisted
surgeries.
We
believe
the
company
has
an
attractive
growth
profile
and
reasonable
valuation,
and
we
believe
Stryker
likely
stands
to
benefit
from
an
increase
in
elective
surgeries
in
2023.
Chipmaker
Analog
Devices
also
bolstered
absolute
performance.
The
company
announced
upbeat
results
that
surpassed
market
expectations,
citing
strong
demand
from
industrial
and
automotive
customers.
Data
center
demand
has
remained
resilient
despite
moderating
spending
plans
at
the
cloud
titans,
and
order
patterns
have
shown
signs
of
improvement.
In
our
view,
Analog
Devices
is
poised
to
continue
to
benefit
from
secular
tailwinds
in
factory
automation
and
the
electrification
of
the
automotive
industry. 
Top
10
Holdings
3/31/23
Company
Industry
%
of
Total
Net
Assets
a
a
Microsoft
Corp.
8.9%
Software
Roper
Technologies,
Inc.
3.7%
Software
Stryker
Corp.
3.7%
Health
Care
Equipment
&
Supplies
Linde
plc
3.6%
Chemicals
Analog
Devices,
Inc.
3.1%
Semiconductors
&
Semiconductor
Equipment
Texas
Instruments,
Inc.
2.8%
Semiconductors
&
Semiconductor
Equipment
UnitedHealth
Group,
Inc.
2.7%
Health
Care
Providers
&
Services
Raytheon
Technologies
Corp.
2.7%
Aerospace
&
Defense
Air
Products
and
Chemicals,
Inc.
2.6%
Chemicals
Accenture
plc
2.6%
IT
Services
Franklin
Rising
Dividends
Fund
6
franklintempleton.com
Semiannual
Report
In
contrast,
engineered
products
manufacturer
Carlisle
Companies
weighed
on
absolute
returns.
Some
analysts
downgraded
the
company
after
it
lowered
its
2023
guidance
in
the
wake
of
several
quarters
of
impressive
growth,
which
drove
record
annual
sales
and
strong
earnings
growth
in
2022.
We
appreciate
Carlisle’s
recent
share
repurchase
program
and
strong
dividends.
We
believe
Carlisle’s
market
leadership
will
likely
help
it
generate
strong
free
cash
flow
in
a
variety
of
macroeconomic
environments,
and
that
the
company
could
benefit
from
the
Inflation
Reduction
Act
of
2022,
which
incentivizes
investments
in
energy
efficiency.
Shares
of
lithium
producer
Albemarle
declined
for
the
period,
retreating
from
an
all-time
high
in
November
2022.
High
demand
and
prices
for
lithium,
a
key
raw
material
for
electric
vehicle
(EV)
batteries,
had
supported
a
long
rally,
but
lithium
prices
declined
across
the
first
quarter
of
2023,
due
in
part
to
slowing
demand
for
EVs,
especially
in
China,
where
the
government
has
phased
out
some
incentives.
Nonetheless,
Albemarle’s
quarterly
results
exceeded
expectations,
and
management
expressed
confidence
in
China’s
EV
market,
forecasting
strong
growth
for
2023.
The
Inflation
Reduction
Act
also
offers
potential
benefits
for
Albemarle,
which
received
a
sizable
grant
from
the
U.S.
government
last
fall
as
part
of
the
effort
to
support
the
development
of
a
domestic
EV
supply
chain.
Managed
care
and
insurance
company
UnitedHealth
Group
was
another
notable
absolute
detractor.
Although
the
company
reported
solid
quarterly
and
yearly
earnings,
surpassing
analysts’
estimates,
investor
concerns
over
a
possible
lowering
of
insurance
premiums
in
2023
may
have
contributed
to
the
stock’s
weak
performance.
In
February,
the
Centers
for
Medicare
and
Medicaid
proposed
new
Medicare
Advantage
rate
increases
that
were
lower
than
expected.
UnitedHealth’s
acquisition
of
United
Kingdom-
based
health
care
technology
firm
EMIS
Group
(not
a
Fund
holding)
also
encountered
regulatory
pushback
during
the
first
quarter
of
2023,
with
the
U.K.
Competition
and
Markets
Authority
rejecting
a
proposal
from
the
companies
at
the
end
of
March.
Thank
you
for
your
participation
in
Franklin
Rising
Dividends
Fund.
We
look
forward
to
continuing
to
serve
your
investment
needs.
Nicholas
P.
B.
Getaz,
CFA
Co-Lead
Portfolio
Manager
Matthew
D.
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,
2023,
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,
2023
Franklin
Rising
Dividends
Fund
7
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
3/31/23
1
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
2
Average
Annual
Total
Return
3
–
A
4
6-Month
+17.16%
+10.72%
1-Year
-1.57%
-6.98%
5-Year
+72.33%
+10.24%
10-Year
+184.23%
+10.38%
Advisor
6-Month
+17.30%
+17.30%
1-Year
-1.33%
-1.33%
5-Year
+74.49%
+11.78%
10-Year
+191.45%
+11.29%
See
page
8
for
Performance
Summary
footnotes.
Franklin
Rising
Dividends
Fund
Performance
Summary
8
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.
1.
The
total
annual
operating
expenses
are
sourced
from
the
Fund's
prospectus
available
at
the
time
of
publication.
Actual
expenses
may
be
higher
and
may
impact
portfolio
returns.
2.
Cumulative
total
return
represents
the
change
in
value
of
an
investment
over
the
periods
indicated.
3.
Average
annual
total
return
represents
the
average
annual
change
in
value
of
an
investment
over
the
periods
indicated.
Return
for
less
than
one
year,
if
any,
has
not
been
annualized.
4.
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%.
5.
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
(10/1/22–3/31/23)
Share
Class
Net
Investment
Income
Long-Term
Capital
Gain
Total
A
$0.3622
$3.3352
$3.6974
C
$0.0488
$3.3352
$3.3840
R
$0.2596
$3.3352
$3.5948
R6
$0.5012
$3.3352
$3.8364
Advisor
$0.4665
$3.3352
$3.8017
Total
Annual
Operating
Expenses
5
Share
Class
A
0.84%
Advisor
0.59%
Your
Fund’s
Expenses
Franklin
Rising
Dividends
Fund
9
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
10/1/22
Ending
Account
Value
3/31/23
Expenses
Paid
During
Period
10/1/22–3/31/23
1,2
Ending
Account
Value
3/31/23
Expenses
Paid
During
Period
10/1/22–3/31/23
1,2
a
Net
Annualized
Expense
Ratio
2
A
$1,000
$1,171.60
$4.54
$1,020.75
$4.23
0.84%
C
$1,000
$1,167.30
$8.58
$1,017.01
$7.99
1.59%
R
$1,000
$1,170.10
$5.89
$1,019.50
$5.48
1.09%
R6
$1,000
$1,173.50
$2.79
$1,022.37
$2.59
0.51%
Advisor
$1,000
$1,173.00
$3.19
$1,022.00
$2.97
0.59%
Franklin
Managed
Trust
Financial
Highlights
Franklin
Rising
Dividends
Fund
franklintempleton.com
Semiannual
Report
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
10
f
a
Six
Months
Ended
March
31,
2023
(unaudited)
Year
Ended
September
30,
2022
2021
2020
2019
2018
Class
A
Per
share
operating
performance
(for
a
share
outstanding
throughout
the
period)
Net
asset
value,
beginning
of
period
.....
$76.32
$90.55
$72.25
$67.81
$66.02
$58.98
Income
from
investment
operations
a
:
Net
investment
income
b
.............
0.46
0.76
0.63
0.69
0.73
0.70
Net
realized
and
unrealized
gains
(losses)
12.51
(10.61)
18.30
5.84
3.97
8.40
Total
from
investment
operations
........
12.97
(9.85)
18.93
6.53
4.70
9.10
Less
distributions
from:
Net
investment
income
..............
(0.36)
(0.64)
(0.63)
(0.71)
(0.75)
(0.66)
Net
realized
gains
.................
(3.34)
(3.74)
—
(1.38)
(2.16)
(1.40)
Total
distributions
...................
(3.70)
(4.38)
(0.63)
(2.09)
(2.91)
(2.06)
Net
asset
value,
end
of
period
..........
$85.59
$76.32
$90.55
$72.25
$67.81
$66.02
Total
return
c
.......................
17.16%
(11.63)%
26.31%
9.97%
7.55%
15.77%
Ratios
to
average
net
assets
d
Expenses
before
waiver
and
payments
by
affiliates
..........................
0.85%
0.84%
0.85%
0.86%
0.87%
0.87%
Expenses
net
of
waiver
and
payments
by
affiliates
e
..........................
0.84%
0.84%
f
0.85%
f
0.86%
f
0.87%
f
0.87%
f
Net
investment
income
...............
1.12%
0.86%
0.74%
1.02%
1.16%
1.14%
Supplemental
data
Net
assets,
end
of
period
(000’s)
........
$17,569,105
$15,339,642
$17,819,162
$14,152,903
$13,214,451
$12,295,189
Portfolio
turnover
rate
................
0.64%
3.02%
g
5.04%
9.11%
2.65%
1.63%
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
expense
reduction
rounds
to
less
than
0.01%.
f
Benefit
of
waiver
and
payments
by
affiliates
rounds
to
less
than
0.01%.
g
Excludes
the
value
of
portfolio
activity
as
a
result
of
in-kind
transactions.
See
Note
3(h).
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,
2023
(unaudited)
Year
Ended
September
30,
2022
2021
2020
2019
2018
Class
C
Per
share
operating
performance
(for
a
share
outstanding
throughout
the
period)
Net
asset
value,
beginning
of
period
.....
$74.58
$88.67
$70.77
$66.43
$64.73
$57.86
Income
from
investment
operations
a
:
Net
investment
income
(loss)
b
........
0.15
0.09
(—)
c
0.18
0.25
0.24
Net
realized
and
unrealized
gains
(losses)
12.24
(10.38)
17.95
5.75
3.88
8.25
Total
from
investment
operations
........
12.39
(10.29)
17.95
5.93
4.13
8.49
Less
distributions
from:
Net
investment
income
..............
(0.05)
(0.06)
(0.05)
(0.21)
(0.27)
(0.22)
Net
realized
gains
.................
(3.34)
(3.74)
—
(1.38)
(2.16)
(1.40)
Total
distributions
...................
(3.39)
(3.80)
(0.05)
(1.59)
(2.43)
(1.62)
Net
asset
value,
end
of
period
..........
$83.58
$74.58
$88.67
$70.77
$66.43
$64.73
Total
return
d
16.73%
(12.31)%
25.37%
9.13%
6.75%
14.92%
Ratios
to
average
net
assets
e
Expenses
before
waiver
and
payments
by
affiliates
..........................
1.60%
1.59%
1.60%
1.61%
1.62%
1.62%
Expenses
net
of
waiver
and
payments
by
affiliates
f
..........................
1.59%
1.59%
g
1.60%
g
1.61%
g
1.62%
g
1.62%
g
Net
investment
income
(loss)
..........
0.37%
0.10%
(—)%
h
0.28%
0.41%
0.39%
Supplemental
data
Net
assets,
end
of
period
(000’s)
........
$1,142,975
$1,101,919
$1,572,738
$1,963,672
$2,375,567
$2,980,374
Portfolio
turnover
rate
................
0.64%
3.02%
i
5.04%
9.11%
2.65%
1.63%
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
expense
reduction
rounds
to
less
than
0.01%.
g
Benefit
of
waiver
and
payments
by
affiliates
rounds
to
less
than
0.01%.
h
Rounds
to
less
than
0.01%.
i
Excludes
the
value
of
portfolio
activity
as
a
result
of
in-kind
transactions.
See
Note
3(h).
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,
2023
(unaudited)
Year
Ended
September
30,
2022
2021
2020
2019
2018
Class
R
Per
share
operating
performance
(for
a
share
outstanding
throughout
the
period)
Net
asset
value,
beginning
of
period
.....
$76.02
$90.21
$71.98
$67.56
$65.78
$58.76
Income
from
investment
operations
a
:
Net
investment
income
b
.............
0.36
0.54
0.42
0.52
0.57
0.55
Net
realized
and
unrealized
gains
(losses)
12.46
(10.59)
18.24
5.82
3.96
8.37
Total
from
investment
operations
........
12.82
(10.05)
18.66
6.34
4.53
8.92
Less
distributions
from:
Net
investment
income
..............
(0.26)
(0.40)
(0.43)
(0.54)
(0.59)
(0.50)
Net
realized
gains
.................
(3.34)
(3.74)
—
(1.38)
(2.16)
(1.40)
Total
distributions
...................
(3.60)
(4.14)
(0.43)
(1.92)
(2.75)
(1.90)
Net
asset
value,
end
of
period
..........
$85.24
$76.02
$90.21
$71.98
$67.56
$65.78
Total
return
c
.......................
17.01%
(11.87)%
26.00%
9.67%
7.28%
15.50%
Ratios
to
average
net
assets
d
Expenses
before
waiver
and
payments
by
affiliates
..........................
1.10%
1.09%
1.10%
1.11%
1.12%
1.12%
Expenses
net
of
waiver
and
payments
by
affiliates
e
..........................
1.09%
1.09%
f
1.10%
f
1.11%
f
1.12%
f
1.12%
f
Net
investment
income
...............
0.87%
0.61%
0.49%
0.78%
0.91%
0.89%
Supplemental
data
Net
assets,
end
of
period
(000’s)
........
$177,031
$159,396
$192,325
$176,413
$194,827
$203,792
Portfolio
turnover
rate
................
0.64%
3.02%
g
5.04%
9.11%
2.65%
1.63%
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
expense
reduction
rounds
to
less
than
0.01%.
f
Benefit
of
waiver
and
payments
by
affiliates
rounds
to
less
than
0.01%.
g
Excludes
the
value
of
portfolio
activity
as
a
result
of
in-kind
transactions.
See
Note
3(h).
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,
2023
(unaudited)
Year
Ended
September
30,
2022
2021
2020
2019
2018
Class
R6
Per
share
operating
performance
(for
a
share
outstanding
throughout
the
period)
Net
asset
value,
beginning
of
period
.....
$76.27
$90.51
$72.21
$67.79
$65.97
$58.97
Income
from
investment
operations
a
:
Net
investment
income
b
.............
0.60
1.05
0.90
0.90
0.94
0.83
Net
realized
and
unrealized
gains
(losses)
12.49
(10.62)
18.29
5.83
3.98
8.47
Total
from
investment
operations
........
13.09
(9.57)
19.19
6.73
4.92
9.30
Less
distributions
from:
Net
investment
income
..............
(0.50)
(0.93)
(0.89)
(0.93)
(0.94)
(0.90)
Net
realized
gains
.................
(3.34)
(3.74)
—
(1.38)
(2.16)
(1.40)
Total
distributions
...................
(3.84)
(4.67)
(0.89)
(2.31)
(3.10)
(2.30)
Net
asset
value,
end
of
period
..........
$85.52
$76.27
$90.51
$72.21
$67.79
$65.97
Total
return
c
.......................
17.35%
(11.35)%
26.72%
10.33%
7.91%
16.18%
Ratios
to
average
net
assets
d
Expenses
before
waiver
and
payments
by
affiliates
..........................
0.52%
0.52%
0.53%
0.53%
0.53%
0.53%
Expenses
net
of
waiver
and
payments
by
affiliates
e
..........................
0.51%
0.52%
f
0.53%
f
0.53%
f
0.53%
f
0.53%
f
Net
investment
income
...............
1.44%
1.19%
1.06%
1.35%
1.50%
1.48%
Supplemental
data
Net
assets,
end
of
period
(000’s)
........
$2,857,880
$2,331,423
$2,510,987
$2,187,987
$1,852,106
$1,743,486
Portfolio
turnover
rate
................
0.64%
3.02%
g
5.04%
9.11%
2.65%
1.63%
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
expense
reduction
rounds
to
less
than
0.01%.
f
Benefit
of
waiver
and
payments
by
affiliates
rounds
to
less
than
0.01%.
g
Excludes
the
value
of
portfolio
activity
as
a
result
of
in-kind
transactions.
See
Note
3(h).
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.
14
a
Six
Months
Ended
March
31,
2023
(unaudited)
Year
Ended
September
30,
2022
2021
2020
2019
2018
Advisor
Class
Per
share
operating
performance
(for
a
share
outstanding
throughout
the
period)
Net
asset
value,
beginning
of
period
.....
$76.27
$90.50
$72.21
$67.78
$65.98
$58.95
Income
from
investment
operations
a
:
Net
investment
income
b
.............
0.57
0.98
0.84
0.85
0.89
0.90
Net
realized
and
unrealized
gains
(losses)
12.49
(10.61)
18.28
5.84
3.97
8.34
Total
from
investment
operations
........
13.06
(9.63)
19.12
6.69
4.86
9.24
Less
distributions
from:
Net
investment
income
..............
(0.47)
(0.86)
(0.83)
(0.88)
(0.90)
(0.81)
Net
realized
gains
.................
(3.34)
(3.74)
—
(1.38)
(2.16)
(1.40)
Total
distributions
...................
(3.81
)
(4.60)
(0.83)
(2.26)
(3.06)
(2.21)
Net
asset
value,
end
of
period
..........
$85.52
$76.27
$90.50
$72.21
$67.78
$65.98
Total
return
c
.......................
17.30%
(11.41)%
26.62%
10.25%
7.82%
16.07%
Ratios
to
average
net
assets
d
Expenses
before
waiver
and
payments
by
affiliates
..........................
0.60%
0.59%
0.60%
0.61%
0.62%
0.62%
Expenses
net
of
waiver
and
payments
by
affiliates
e
..........................
0.59%
0.59%
f
0.60%
f
0.61%
f
0.62%
f
0.62%
f
Net
investment
income
...............
1.37%
1.11%
0.99%
1.28%
1.41%
1.39%
Supplemental
data
Net
assets,
end
of
period
(000’s)
........
$3,910,231
$3,430,804
$4,295,258
$3,421,716
$3,282,003
$2,883,129
Portfolio
turnover
rate
................
0.64%
3.02%
g
5.04%
9.11%
2.65%
1.63%
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
expense
reduction
rounds
to
less
than
0.01%.
f
Benefit
of
waiver
and
payments
by
affiliates
rounds
to
less
than
0.01%.
g
Excludes
the
value
of
portfolio
activity
as
a
result
of
in-kind
transactions.
See
Note
3(h).
Franklin
Managed
Trust
Schedule
of
Investments
(unaudited),
March
31,
2023
Franklin
Rising
Dividends
Fund
franklintempleton.com
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Semiannual
Report
15
a
a
Shares
a
Value
a
Common
Stocks
96.2%
Aerospace
&
Defense
4.1%
General
Dynamics
Corp.
..............................................
1,567,645
$
357,752,266
Raytheon
Technologies
Corp.
..........................................
6,979,542
683,506,548
1,041,258,814
Air
Freight
&
Logistics
2.2%
United
Parcel
Service,
Inc.,
B
..........................................
2,898,352
562,251,305
Banks
1.3%
JPMorgan
Chase
&
Co.
...............................................
2,555,890
333,058,026
Beverages
2.0%
PepsiCo,
Inc.
......................................................
2,783,083
507,356,031
Biotechnology
1.6%
AbbVie,
Inc.
.......................................................
2,602,832
414,813,336
Building
Products
2.4%
Carlisle
Cos.,
Inc.
...................................................
1,017,507
230,027,807
Johnson
Controls
International
plc
.......................................
6,572,077
395,770,477
625,798,284
Capital
Markets
1.2%
Nasdaq,
Inc.
.......................................................
5,390,328
294,689,232
Chemicals
9.1%
Air
Products
and
Chemicals,
Inc.
........................................
2,308,140
662,920,889
Albemarle
Corp.
....................................................
1,421,116
314,123,481
Ecolab,
Inc.
........................................................
1,830,297
302,969,062
Linde
plc
..........................................................
2,577,834
916,265,317
Sherwin-Williams
Co.
(The)
............................................
641,874
144,274,019
2,340,552,768
Commercial
Services
&
Supplies
1.7%
Cintas
Corp.
.......................................................
930,523
430,534,382
Consumer
Staples
Distribution
&
Retail
3.5%
Target
Corp.
.......................................................
3,048,414
504,908,811
Walmart,
Inc.
......................................................
2,576,607
379,920,702
884,829,513
Electrical
Equipment
0.8%
nVent
Electric
plc
...................................................
4,935,265
211,920,279
Financial
Services
2.5%
Visa,
Inc.,
A
........................................................
2,872,121
647,548,401
Food
Products
2.5%
McCormick
&
Co.,
Inc.
...............................................
4,253,378
353,923,583
Mondelez
International,
Inc.,
A
..........................................
4,196,025
292,546,863
646,470,446
Ground
Transportation
1.9%
JB
Hunt
Transport
Services,
Inc.
........................................
1,173,960
205,983,022
Norfolk
Southern
Corp.
...............................................
1,362,167
288,779,404
494,762,426
Health
Care
Equipment
&
Supplies
9.3%
Abbott
Laboratories
..................................................
4,429,477
448,528,841
Becton
Dickinson
&
Co.
...............................................
2,391,800
592,066,172
Medtronic
plc
......................................................
5,094,090
410,685,536
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)
Health
Care
Equipment
&
Supplies
(continued)
Stryker
Corp.
......................................................
3,291,974
$
939,759,818
2,391,040,367
Health
Care
Providers
&
Services
3.1%
CVS
Health
Corp.
...................................................
1,300,095
96,610,059
UnitedHealth
Group,
Inc.
..............................................
1,454,732
687,491,796
784,101,855
Hotels,
Restaurants
&
Leisure
2.6%
McDonald's
Corp.
...................................................
1,894,100
529,609,301
Starbucks
Corp.
....................................................
1,317,687
137,210,747
666,820,048
Household
Products
2.8%
Colgate-Palmolive
Co.
...............................................
3,618,390
271,922,008
Procter
&
Gamble
Co.
(The)
...........................................
2,959,991
440,121,062
712,043,070
Industrial
Conglomerates
2.2%
Honeywell
International,
Inc.
...........................................
2,996,092
572,613,103
Insurance
0.8%
Erie
Indemnity
Co.,
A
.................................................
931,078
215,693,530
IT
Services
2.6%
Accenture
plc,
A
....................................................
2,290,528
654,655,808
Life
Sciences
Tools
&
Services
2.4%
Danaher
Corp.
.....................................................
386,655
97,452,526
West
Pharmaceutical
Services,
Inc.
......................................
1,514,681
524,791,526
622,244,052
Machinery
2.1%
Donaldson
Co.,
Inc.
.................................................
2,464,317
161,018,473
Dover
Corp.
.......................................................
2,493,610
378,879,103
539,897,576
Oil,
Gas
&
Consumable
Fuels
3.3%
Chevron
Corp.
.....................................................
2,201,898
359,261,678
EOG
Resources,
Inc.
................................................
2,066,712
236,907,196
Exxon
Mobil
Corp.
...................................................
2,173,138
238,306,313
834,475,187
Pharmaceuticals
2.5%
Johnson
&
Johnson
.................................................
2,845,857
441,107,835
Pfizer,
Inc.
.........................................................
4,880,104
199,108,243
640,216,078
Semiconductors
&
Semiconductor
Equipment
5.9%
Analog
Devices,
Inc.
.................................................
4,050,400
798,819,888
Texas
Instruments,
Inc.
...............................................
3,848,273
715,817,261
1,514,637,149
Software
12.6%
Microsoft
Corp.
.....................................................
7,963,583
2,295,900,978
Roper
Technologies,
Inc.
..............................................
2,144,747
945,168,555
3,241,069,533
Specialty
Retail
3.5%
Lowe's
Cos.,
Inc.
....................................................
2,442,364
488,399,529
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
17
a
a
Shares
a
Value
a
Common
Stocks
(continued)
Specialty
Retail
(continued)
Ross
Stores,
Inc.
...................................................
3,868,972
$
410,613,998
899,013,527
Technology
Hardware,
Storage
&
Peripherals
0.3%
Apple,
Inc.
........................................................
430,708
71,023,749
Textiles,
Apparel
&
Luxury
Goods
1.9%
NIKE,
Inc.,
B
.......................................................
4,041,697
495,673,720
Trading
Companies
&
Distributors
1.5%
WW
Grainger,
Inc.
...................................................
567,266
390,738,494
Total
Common
Stocks
(Cost
$9,836,002,076)
....................................
24,681,800,089
a
a
a
a
Short
Term
Investments
3.9%
a
Money
Market
Funds
3.9%
a,b
Institutional
Fiduciary
Trust
-
Money
Market
Portfolio,
4.371%
..................
994,728,444
994,728,444
Total
Money
Market
Funds
(Cost
$994,728,444)
.................................
994,728,444
Total
Short
Term
Investments
(Cost
$994,728,444
)
...............................
994,728,444
a
Total
Investments
(Cost
$10,830,730,520)
100.1%
...............................
$25,676,528,533
Other
Assets,
less
Liabilities
(0.1)%
...........................................
(19,307,258)
Net
Assets
100.0%
...........................................................
$25,657,221,275
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,
2023
(unaudited)
franklintempleton.com
Semiannual
Report
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
18
Franklin
Rising
Dividends
Fund
Assets:
Investments
in
securities:
Cost
-
Unaffiliated
issuers
...................................................................
$9,836,002,076
Cost
-
Non-controlled
affiliates
(Note
3f
)
........................................................
994,728,444
Value
-
Unaffiliated
issuers
..................................................................
$24,681,800,089
Value
-
Non-controlled
affiliates
(Note
3f
)
........................................................
994,728,444
Receivables:
Investment
securities
sold
...................................................................
11,559,825
Capital
shares
sold
........................................................................
12,812,953
Dividends
...............................................................................
19,271,056
Total
assets
..........................................................................
25,720,172,367
Liabilities:
Payables:
Investment
securities
purchased
..............................................................
26,112,801
Capital
shares
redeemed
...................................................................
17,697,838
Management
fees
.........................................................................
10,126,711
Distribution
fees
..........................................................................
4,643,692
Transfer
agent
fees
........................................................................
4,132,025
Trustees'
fees
and
expenses
.................................................................
296
Accrued
expenses
and
other
liabilities
...........................................................
237,729
Total
liabilities
.........................................................................
62,951,092
Net
assets,
at
value
.................................................................
$25,657,221,275
Net
assets
consist
of:
Paid-in
capital
.............................................................................
$10,286,905,335
Total
distributable
earnings
(losses)
.............................................................
15,370,315,940
Net
assets,
at
value
.................................................................
$25,657,221,275
Franklin
Managed
Trust
Financial
Statements
Statement
of
Assets
and
Liabilities
(continued)
March
31,
2023
(unaudited)
franklintempleton.com
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Semiannual
Report
19
Franklin
Rising
Dividends
Fund
Class
A:
Net
assets,
at
value
.......................................................................
$17,569,104,562
Shares
outstanding
........................................................................
205,272,602
Net
asset
value
per
share
a
..................................................................
$85.59
Maximum
offering
price
per
share
(net
asset
value
per
share
÷
94.50%)
................................
$90.57
Class
C:
Net
assets,
at
value
.......................................................................
$1,142,974,756
Shares
outstanding
........................................................................
13,674,632
Net
asset
value
and
maximum
offering
price
per
share
a
.............................................
$83.58
Class
R:
Net
assets,
at
value
.......................................................................
$177,030,790
Shares
outstanding
........................................................................
2,076,750
Net
asset
value
and
maximum
offering
price
per
share
.............................................
$85.24
Class
R6:
Net
assets,
at
value
.......................................................................
$2,857,879,851
Shares
outstanding
........................................................................
33,417,695
Net
asset
value
and
maximum
offering
price
per
share
.............................................
$85.52
Advisor
Class:
Net
assets,
at
value
.......................................................................
$3,910,231,316
Shares
outstanding
........................................................................
45,720,548
Net
asset
value
and
maximum
offering
price
per
share
.............................................
$85.52
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,
2023
(unaudited)
franklintempleton.com
Semiannual
Report
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
20
Franklin
Rising
Dividends
Fund
Investment
income:
Dividends:
Unaffiliated
issuers
........................................................................
$229,390,184
Non-controlled
affiliates
(Note
3f
)
.............................................................
12,675,289
Total
investment
income
...................................................................
242,065,473
Expenses:
Management
fees
(Note
3
a
)
...................................................................
60,806,348
Distribution
fees:
(Note
3c
)
    Class
A
................................................................................
21,215,797
    Class
C
................................................................................
5,807,350
    Class
R
................................................................................
433,944
Transfer
agent
fees:
(Note
3e
)
    Class
A
................................................................................
8,078,218
    Class
C
................................................................................
552,911
    Class
R
................................................................................
82,621
    Class
R6
...............................................................................
264,936
    Advisor
Class
............................................................................
1,805,459
Custodian
fees
(Note
4
)
......................................................................
71,090
Reports
to
shareholders
fees
..................................................................
668,139
Registration
and
filing
fees
....................................................................
240,151
Professional
fees
...........................................................................
80,786
Trustees'
fees
and
expenses
..................................................................
143,124
Other
....................................................................................
339,704
Total
expenses
.........................................................................
100,590,578
Expense
reductions
(Note
4
)
...............................................................
(56)
Expenses
waived/paid
by
affiliates
(Note
3f)
....................................................
(1,286,227)
Net
expenses
.........................................................................
99,304,295
Net
investment
income
................................................................
142,761,178
Realized
and
unrealized
gains
(losses):
Net
realized
gain
(loss)
from:
Investments:
Unaffiliated
issuers
......................................................................
533,100,885
Foreign
currency
transactions
................................................................
3,114
Net
realized
gain
(loss)
..................................................................
533,103,999
Net
change
in
unrealized
appreciation
(depreciation)
on:
Investments:
Unaffiliated
issuers
......................................................................
3,142,995,315
Net
realized
and
unrealized
gain
(loss)
............................................................
3,676,099,314
Net
increase
(decrease)
in
net
assets
resulting
from
operations
..........................................
$3,818,860,492
Franklin
Managed
Trust
Financial
Statements
Statements
of
Changes
in
Net
Assets
franklintempleton.com
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Semiannual
Report
21
Franklin
Rising
Dividends
Fund
Six
Months
Ended
March
31,
2023
(unaudited)
Year
Ended
September
30,
2022
Increase
(decrease)
in
net
assets:
Operations:
Net
investment
income
.................................................
$142,761,178
$234,433,889
Net
realized
gain
(loss)
.................................................
533,103,999
1,278,547,565
Net
change
in
unrealized
appreciation
(depreciation)
...........................
3,142,995,315
(4,474,200,147)
Net
increase
(decrease)
in
net
assets
resulting
from
operations
................
3,818,860,492
(2,961,218,693)
Distributions
to
shareholders:
Class
A
.............................................................
(740,406,769)
(862,415,074)
Class
C
.............................................................
(47,518,919)
(65,094,509)
Class
R
.............................................................
(7,451,862)
(8,722,290)
Class
R6
............................................................
(118,650,228)
(131,386,163)
Advisor
Class
........................................................
(171,145,467)
(217,740,560)
Total
distributions
to
shareholders
..........................................
(1,085,173,245)
(1,285,358,596)
Capital
share
transactions:
(Note
2
)
Class
A
.............................................................
354,340,304
408,932,122
Class
C
.............................................................
(89,639,541)
(252,821,540)
Class
R
.............................................................
(1,752,316)
(2,944,288)
Class
R6
............................................................
236,000,024
251,182,110
Advisor
Class
........................................................
61,401,362
(185,058,300)
Total
capital
share
transactions
............................................
560,349,833
219,290,104
Net
increase
(decrease)
in
net
assets
...................................
3,294,037,080
(4,027,287,185)
Net
assets:
Beginning
of
period
.....................................................
22,363,184,195
26,390,471,380
End
of
period
..........................................................
$25,657,221,275
$22,363,184,195
Franklin
Managed
Trust
Notes
to
Financial
Statements
(unaudited)
Franklin
Rising
Dividends
Fund
22
franklintempleton.com
Semiannual
Report
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).
The
Fund
follows
the
accounting
and
reporting
guidance
in
Financial
Accounting
Standards
Board
(FASB)
Accounting
Standards
Codification
Topic
946,
Financial
Services
–
Investment
Companies
(ASC
946)
and
applies
the
specialized
accounting
and
reporting
guidance
in
U.S.
Generally
Accepted
Accounting
Principles
(U.S.
GAAP),
including,
but
not
limited
to,
ASC
946.
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
Board
has
designated
the
Fund’s
investment
manager
as
the
valuation
designee
and
has
responsibility
for
oversight
of
valuation.
The
investment
manager
is
assisted
by
the
Fund’s
administrator
in
performing
this
responsibility,
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,
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
Franklin
Managed
Trust
Notes
to
Financial
Statements
(unaudited)
23
franklintempleton.com
Semiannual
Report
Franklin
Rising
Dividends
Fund
(continued)
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.
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,
2023,
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
1.
Organization
and
Significant
Accounting
Policies
(continued)
a.
Financial
Instrument
Valuation 
(continued)
Franklin
Managed
Trust
Notes
to
Financial
Statements
(unaudited)
24
franklintempleton.com
Semiannual
Report
Franklin
Rising
Dividends
Fund
(continued)
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.
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,
2023,
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,
2023
Year
Ended
September
30,
2022
Shares
Amount
Shares
Amount
Class
A
Shares:
Shares
sold
a
...................................
8,845,839
$738,390,932
18,630,207
$1,658,932,004
Shares
issued
in
reinvestment
of
distributions
..........
8,604,419
714,382,512
9,150,147
831,628,185
Shares
redeemed
...............................
(13,175,200)
(1,098,433,140)
(23,562,915)
(2,081,628,067)
Net
increase
(decrease)
..........................
4,275,058
$354,340,304
4,217,439
$408,932,122
Class
C
Shares:
Shares
sold
...................................
824,844
$67,369,310
2,021,931
$178,618,796
Shares
issued
in
reinvestment
of
distributions
..........
572,955
46,638,931
714,764
63,928,697
Shares
redeemed
a
..............................
(2,497,240)
(203,647,782)
(5,699,803)
(495,369,033)
Net
increase
(decrease)
..........................
(1,099,441)
$(89,639,541)
(2,963,108)
$(252,821,540)
Class
R
Shares:
Shares
sold
...................................
153,550
$12,723,630
343,033
$30,389,816
Shares
issued
in
reinvestment
of
distributions
..........
89,695
7,425,649
95,556
8,669,094
Shares
redeemed
...............................
(263,250)
(21,901,595)
(473,923)
(42,003,198)
Net
increase
(decrease)
..........................
(20,005)
$(1,752,316)
(35,334)
$(2,944,288)
1.
Organization
and
Significant
Accounting
Policies
(continued)
d.
Security
Transactions,
Investment
Income,
Expenses
and
Distributions
(continued)
Franklin
Managed
Trust
Notes
to
Financial
Statements
(unaudited)
25
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,
2023,
the
annualized
gross
effective
investment
management
fee
rate
was 0.492%
of
the
Fund’s
average daily
net
assets. 
Six
Months
Ended
March
31,
2023
Year
Ended
September
30,
2022
Shares
Amount
Shares
Amount
Class
R6
Shares:
Shares
sold
...................................
4,447,989
$370,272,958
6,811,029
$601,129,144
Shares
issued
in
reinvestment
of
distributions
..........
1,360,810
112,708,803
1,373,825
124,421,292
Shares
redeemed
...............................
(2,959,813)
(246,981,737)
(5,360,115)
(474,368,326)
Net
increase
(decrease)
..........................
2,848,986
$236,000,024
2,824,739
$251,182,110
Advisor
Class
Shares:
Shares
sold
...................................
3,820,111
$319,088,174
7,949,421
$696,808,743
Shares
issued
in
reinvestment
of
distributions
..........
1,921,519
159,225,107
2,229,003
202,179,768
Shares
redeemed
in-kind
(Note
3h)
..................
—
—
(3,491,688)
(281,953,790)
Shares
redeemed
...............................
(5,005,031)
(416,911,919)
(9,162,218)
(802,093,021)
Net
increase
(decrease)
..........................
736,599
$61,401,362
(2,475,482)
$(185,058,300)
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)
26
franklintempleton.com
Semiannual
Report
Franklin
Rising
Dividends
Fund
(continued)
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:
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.
Effective
October
1,
2022,
the
fees
are
based
on
an
annualized
asset
based
fee
of
0.016%
plus
a
reduced
transaction
based
fee.
Prior
to
October
1,
2022,
the
fees
were
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,
2023,
the
Fund
paid
transfer
agent
fees
of
$10,784,145,
of
which
$3,400,258
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
Class
A
....................................................................................
0.25%
Class
C
....................................................................................
1.00%
Class
R
....................................................................................
0.50%
Sales
charges
retained
net
of
commissions
paid
to
unaffiliated
brokers/dealers
..............................
$827,519
CDSC
retained
..............................................................................
$59,527
3.
Transactions
with
Affiliates
(continued)
Franklin
Managed
Trust
Notes
to
Financial
Statements
(unaudited)
27
franklintempleton.com
Semiannual
Report
Franklin
Rising
Dividends
Fund
(continued)
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,
2023,
the
Fund
held
investments
in
affiliated
management
investment
companies
as
follows:
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,
2024.
h.
Other
Affiliated
Transactions
During
the
year
ended
September
30,
2022,
the
New
Jersey
Better
Educational
Savings
Trust
Program
–
Franklin
Templeton
Managed
Investments
Options
(529
Portfolios)
redeemed
out
of
the
Fund.
As
a
result,
on
July
8,
2022,
the
Fund
delivered
portfolio
securities
and
cash
that
were
transferred
in-kind
to
the
529
Portfolios,
which
included
$182,979,409
of
net
realized
gains.
As
such
gains
are
not
taxable
to
the
Fund
and
are
not
distributed
to
remaining
shareholders,
they
are
reclassified
from
accumulated
net
realized
gains
to
paid-in
capital.
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,
2023,
the
custodian
fees
were
reduced
as
noted
in
the
Statement
of
Operations. 
5.
Income
Taxes
For
tax
purposes,
the
Fund
may
elect
to
defer
any
portion
of
a
post-October
capital
loss
or
late-year
ordinary
loss
to
the
first
day
of
the
following
fiscal
year.
At
September
30,
2022,
the
Fund
deferred
post-October
capital
losses
of
$2,806,683.
At
March
31,
2023,
the
cost
of
investments
and
net
unrealized
appreciation
(depreciation)
for
income
tax
purposes
were
as
follows:
    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,
4.371%
$
643,587,163
$
838,341,035
$
(487,199,754)
$
—
$
—
$
994,728,444
994,728,444
$
12,675,289
Total
Affiliated
Securities
...
$643,587,163
$838,341,035
$(487,199,754)
$—
$—
$994,728,444
$12,675,289
Cost
of
investments
..........................................................................
$10,864,619,813
Unrealized
appreciation
........................................................................
$14,933,609,801
Unrealized
depreciation
........................................................................
(121,701,081)
Net
unrealized
appreciation
(depreciation)
..........................................................
$14,811,908,720
3.
Transactions
with
Affiliates
(continued)
f.
Investments
in
Affiliated
Management
Investment
Companies
(continued)
Franklin
Managed
Trust
Notes
to
Financial
Statements
(unaudited)
28
franklintempleton.com
Semiannual
Report
Franklin
Rising
Dividends
Fund
(continued)
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,
2023,
aggregated
$153,911,164 
and
$877,302,692,
respectively. 
7.
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
2,
2024.
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,
2023,
the Fund
did
not
use
the
Global
Credit
Facility.
8.
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,
2023,
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.
9.
New
Accounting
Pronouncements
In June
2022,
the
FASB
issued
Accounting
Standards
Update
(ASU)
No.
2022-03,
Fair
Value
Measurement
(Topic
820)
–
Fair
Value
Measurement
of
Equity
Securities
Subject
to
Contractual
Sale
Restrictions.
The
amendments
in
the
ASU
clarify
that
a
contractual
restriction
on
the
sale
of
an
equity
security
is
not
considered
part
of
the
unit
of
account
of
the
equity
security
and,
therefore,
should
not
be
considered
in
measuring
fair
value.
The
ASU
is
effective
for
interim
and
annual
reporting
periods
beginning
after
December
15,
2023,
with
the
option
of
early
adoption.
Management
has
reviewed
the
requirements
and
believes
that
the
adoption
of
the
ASU
will
not
have
a
material
impact
on
the
financial
statements.
5.
Income
Taxes
(continued)
Franklin
Managed
Trust
Notes
to
Financial
Statements
(unaudited)
29
franklintempleton.com
Semiannual
Report
Franklin
Rising
Dividends
Fund
(continued)
10.
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
30
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,
the
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
05/23
©
2023
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
 
 
(a)(2)(1) There were no written solicitations to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the Registrant to 10 or more persons.
 
(a)(2)(2) There was no change in the Registrant’s independent public accountant during the period covered by the report.
 
(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 30, 2023
 
 
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 30, 2023
 
 
By S\CHRISTOPHER KINGS______________________
      Christopher Kings
      Chief Financial Officer, Chief Accounting Officer and Treasurer
Date  May 30, 2023