FRANKLIN UNIVERSAL TRUST

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-05569

 

 

Franklin Universal Trust

(Exact name of registrant as specified in charter)

 

 

One Franklin Parkway, San Mateo, Ca 94403-1906

(Address of principal executive offices) (Zip code)

 

 

Craig S. Tyle, One Franklin Parkway, San Mateo, Ca 94403-1906

(Name and address of agent for service)

 

 

Registrant’s telephone number, including area code: (650) 312-2000

Date of fiscal year end: 8/31    

Date of reporting period: 8/31/18

 

 

 


Item 1.

Reports to Stockholders.


LOGO

  

Annual Report                    

 

August 31, 2018

 

LOGO


    

    

 

Franklin Templeton Investments

Why choose Franklin Templeton Investments?

Successful investing begins with ambition. And achievement only comes when you reach for it. That’s why we continually strive to deliver better outcomes for investors. No matter what your goals are, our deep, global investment expertise allows us to offer solutions that can help.

During our more than 70 years of experience, we’ve managed through all kinds of markets—up, down and those in between. We’re always preparing for what may come next. It’s because of this, combined with our strength as one of the world’s largest asset managers that we’ve earned the trust of millions of investors around the world.

 

 

 

 

Contents

  

Annual Report

  

Franklin Universal Trust

     2  

Performance Summary

     5  

Important Notice to Shareholders

     6  

Financial Highlights and Statement of Investments

     7  

Financial Statements

     17  

Notes to Financial Statements

     21  

Report of Independent Registered

Public Accounting Firm

     28  

Tax Information

     29  

Annual Meeting of Shareholders

     30  

Dividend Reinvestment and Cash Purchase Plan

     31  

Board Members and Officers

     33  

Shareholder Information

 

    

 

37

 

 

 

Visit franklintempleton.com/investor/ products/products/closed-end-funds for fund updates, to access your account, or to find helpful financial planning tools.

 

 

 

 

 Not FDIC Insured | May Lose Value | No Bank  Guarantee 

 

 

     
franklintempleton.com    Not part of the annual report        

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Annual Report

Franklin Universal Trust

 

Dear Shareholder:

This annual report for Franklin Universal Trust covers the fiscal year ended August 31, 2018.

Your Fund’s Goal and Main Investments

The Fund’s primary investment objective is to provide high, current income consistent with preservation of capital. Its secondary objective is growth of income through dividend increases and capital appreciation.

Performance Overview

For the 12 months under review, the Fund’s cumulative total returns were +1.73% based on net asset value and -1.18% based on market price, as shown in the Performance Summary on page 5. For comparison, the Credit Suisse (CS) High Yield Index, which is designed to mirror the investable universe of the U.S. dollar-denominated high yield debt market, produced a +3.43% total return,1 and utilities stocks, as measured by the Standard & Poor’s® (S&P®) 500 Utilities Index, which tracks all electric utility stocks in the broad S&P 500® Index, posted a total return of +0.71% for the same period.2

Performance data represent past performance, which does not guarantee future results. Investment return and principal value will fluctuate, and you may have a gain or loss when you sell your shares. Current performance may differ from figures shown.

Economic and Market Overview

The U.S. economy grew during the 12 months under review. After moderating for three consecutive quarters, the economy grew faster in 2018’s second quarter, driven by consumer spending, business investment, exports and government spending. The manufacturing and services sectors expanded during the period. The unemployment rate declined from 4.4% in August 2017, as reported at the beginning of the 12-month period, to 3.9% at period-end.3 Annual inflation, as measured

by the Consumer Price Index, increased from 1.9% in August 2017, as reported at the beginning of the period, to 2.7% at period-end.3

The U.S. Federal Reserve (Fed) began reducing its balance sheet in October as part of its ongoing effort to normalize its monetary policy. At its December 2017 meeting, the Fed raised its target range for the federal funds rate 0.25%. In his congressional testimonies in February and July 2018, as well as at the Fed symposium in August, Fed Chair Jerome Powell reiterated the Fed’s intention to gradually raise interest rates. The Fed further raised its target range for the federal funds rate 0.25% each at its March and June 2018 meetings, to 1.75%–2.00%. At its July/August meeting, the Fed held its target range for the federal funds rate unchanged, but it upgraded its view on economic activity from solid to strong.

The 10-year Treasury yield, which moves inversely to its price, increased during the period. The yield rose amid easing concerns about Hurricane Irma’s economic impact, the Fed’s balance sheet normalization beginning in October 2017 and the passage of the tax reform bill in December. Further contributing to higher yield were indications of higher inflation, which drove the yield to multi-year highs in February, April and May. Expectations that global central banks might scale back monetary stimulus also pushed the yield higher. However, some factors weighed on the Treasury yield at certain points during the period, including concerns about political turmoil in Italy, political uncertainties in the U.S., tensions between the U.S. and North Korea, the Trump administration’s protectionist trade policies, U.S. trade disputes with its allies and China, and economic turmoil in Turkey. Overall, the 10-year Treasury yield rose from 2.12% at the beginning of the period to 2.86% at period-end.

Investment Strategy

We invest primarily in two asset classes: high yield bonds and utility stocks. Within the high yield portion of the portfolio, we use fundamental research to invest in a diversified portfolio of

 

 

1. Source: Credit Suisse Group.

2. Source: Morningstar.

The indexes are unmanaged and include reinvestment of any income or distributions. They do 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.

3. Source: U.S. Bureau of Labor Statistics.

The dollar value, number of shares or principal amount, and names of all portfolio holdings are listed in the Fund’s Statement of Investments (SOI).

The SOI begins on page 8.

 

     

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FRANKLIN UNIVERSAL TRUST

    

 

bonds. Within the utility portion of the portfolio, we focus on companies with attractive dividend yields and with a history of increasing their dividends.

Manager’s Discussion

The Fund’s primary asset classes delivered positive results over the 12-month period under review. During the period, the U.S. economy continued to expand, due to a more favorable regulatory environment and the associated benefits from tax reform. The yield on the 10-year Treasury bond began the period at 2.12% and finished the period at 2.86%. Several factors drove the yield higher, including investor expectations of higher inflation and continued positive trends in key economic data, particularly the labor market and consumer and business confidence. These attributes also led the Fed to increase interest rates by 25 basis points (bps) in December 2017, March 2018 and June 2018. We believe investors were not averse to risk taking during the period.

Portfolio Composition

8/31/18

 

     % of Total  
     Investments

 

 

Corporate Bonds

     63.3%  

 

 

Utilities Common Stocks

     29.5%  

 

 

Natural Resources Common Stocks

     1.1%  

 

 

Materials Common Stocks

     0.9%  

 

 

Transportation Common Stocks

     0.1%  

 

 

Escrows and Litigation Trusts**

     0.0%  

 

 

Short-Term Investments & Other Net Assets

     5.1%  

 

 

*Percentage of total investments of the Fund. Total investments of the Fund include long-term and short-term investments and other net assets, excluding long-term debt issued by the Fund.

**Rounds to less than 0.1%.

During the period, crude oil prices moved steadily higher. The price per barrel was $50 at the beginning of the period and ended the period at approximately $70. This price appreciation was driven by greater-than-expected demand, coupled with lower-than-expected supply growth due to a collapse in Venezuelan production, concerns about decreased supply from Iran due to potential sanctions, and broader geopolitical risks. The utility sector, in general, and independent power producers (IPP), in particular, benefited from colder weather and a more favorable regulatory environment. The CS High Yield Index posted a +3.43% total return during the period.2 Overall, spreads over treasuries decreased from 435 bps to 374 bps over the period; a meaningful decline in spreads of lower-rated credits factored into that move.

Utilities stocks, as measured by the S&P 500 Utilities Index, returned +0.71% during the reporting period, underperforming the +19.66% results of the S&P 500.2 Utilities exhibit a high degree of correlation with movements in interest rates. A rise in Treasury rates negatively impacted utility performance during the period. Additionally, utilities did not benefit from lower tax rates to the same degree as other corporate entities because they are required to pass along the savings to their customers.

Top 10 Holdings*

Based on Total Investments**

8/31/18 vs. 8/31/17

 

Issuer    8/31/18

NextEra Energy Inc.

   2.3%

Evergy Inc.

   2.3%

Sempra Energy

   2.3%

American Electric Power Co. Inc.

   2.1%

CMS Energy Corp.

   2.0%

Dominion Energy Inc.

   1.9%

Duke Energy Corp.

   1.5%

Pinnacle West Capital Corp.

   1.4%

Exelon Corp.

   1.4%

Alliant Energy Corp.

   1.4%
Issuer    8/31/17

Dominion Energy Inc.

   2.4%

NextEra Energy Inc.

   2.3%

Sempra Energy

   2.2%

American Electric Power Co. Inc.

   2.1%

Pinnacle West Capital Corp.

   1.9%

Duke Energy Corp.

   1.9%

Edison International

   1.8%

CenterPoint Energy Inc.

   1.4%

Navient Corp.

   1.3%

PG&E Corp.

   1.3%

*Excludes short-term investments.

**Percentage of total investments of the Fund. Total investments of the Fund include long-term and short-term investments and other net assets, excluding long-term debt issued by the Fund.

High Yield Corporate Bonds

The Fund benefited from its overweighted allocation to the utility sector as well as its underweighting in the worst performing sectors during the reporting period: automotive, consumer products, wireless and consumer cyclical services. The colder weather during the period significantly impacted utility earnings following two years of milder-than-normal weather. Additionally, the acquisition of Dynegy by Vistra Energy consolidated the IPP industry from five players to four,

 

 

     
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FRANKLIN UNIVERSAL TRUST

    

 

potentially leading to more stable energy prices as a result of decreased competition. The Fund’s underweighting in the energy sector detracted from relative performance during the period due to the meaningful increase in oil prices and the associated beneficial impact higher commodity prices had on those credits.

Utility Stocks

As mentioned above, the utilities sector, as measured by the S&P 500 Utilities Index, posted slightly positive results, which were significantly below the performance of the S&P 500 over the same period. We attribute most of the underperformance of utilities stock prices to the rise in 10-year treasury yields. Utility stocks, given their traditional nature of paying out a significant percentage of income in the form of dividends, maintain a high level of correlation to interest rates and treasuries. The effects of U.S. corporate tax reform, which went into effect at the start of 2018, also pressured utilities stock prices. Although lower corporate taxes stimulated the broader economy, utilities companies generally did not directly benefit from this federal legislation as most of the savings from lower taxes belong to customers and not shareholders. As such, utilities have spent much of 2018 working with regulatory bodies to determine the appropriate method of passing along these savings to their customers. Indirectly, we believe the longer-term effect of lower taxes on customer rates is a benefit to the regulatory relationships that utilities maintain, which should provide for continued constructive growth opportunities from core businesses. We continue to believe the financial health of the sector remained intact, with most companies comfortably growing their earnings and dividends at what we deem to be a sustainable pace.

Thank you for your continued participation in Franklin Universal Trust. We look forward to serving your future investment needs.

Sincerely,

 

LOGO  

LOGO

 

Christopher J. Molumphy, CFA

Senior Portfolio Manager

 
LOGO  

LOGO

 

Glenn I. Voyles, CFA

Portfolio Manager

The foregoing information reflects our analysis, opinions and portfolio holdings as of August 31, 2018, 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.

 

 

CFA® is a trademark owned by CFA Institute.

 

     

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FRANKLIN UNIVERSAL TRUST

    

 

Performance Summary as of August 31, 2018

Total return reflects reinvestment of the Fund’s dividends and capital gain distributions, if any, and any unrealized gains or losses. Total returns do not reflect any sales charges paid at inception or brokerage commissions paid on secondary market purchases. 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. Your dividend income will vary depending on dividends or interest paid by securities in the Fund’s portfolio, adjusted for operating expenses. Capital gain distributions are net profits realized from the sale of portfolio securities.

Performance as of 8/31/181

 

     Cumulative Total Return             Average Annual Total Return
     

        Based on 

NAV3

  

Based on 

market price4

  

  

  

Based on 

NAV3

  

Based on 

market price

1-Year

 

  

+1.73% 

 

  

-1.18% 

 

       

+1.73% 

 

  

-1.18% 

 

5-Year

 

  

+39.01% 

 

  

+37.74% 

 

       

+6.81% 

 

  

+6.61% 

 

10-Year

 

  

+115.65% 

 

  

+122.46% 

 

       

+7.99% 

 

  

+8.32% 

 

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.

Share Prices

 

Symbol: FT    8/31/18    8/31/17    Change

Net Asset Value (NAV)

 

  

$7.99

 

  

$8.24

 

  

-$0.25

 

Market Price (NYSE)

 

  

$6.77

 

  

$7.24

 

  

-$0.47

 

Distributions (9/1/17–8/31/18)

 

Net Investment

Income

$0.3840

 

All investments involve risks, including possible loss of principal. Bond prices generally move in the opposite direction of interest rates. As prices of bonds in a fund adjust to a rise in interest rates, the Fund’s share price may decline. Investments in lower rated bonds include higher risk of default and loss of principal. Stock prices fluctuate, sometimes rapidly and dramatically, due to factors affecting individual companies, particular industries or sectors, or general market conditions. In addition to having sensitivity to other factors, securities issued by utility companies have historically been sensitive to interest rate changes. When interest rates fall, utility securities prices, and thus a utilities fund’s share price, tend to rise; when interest rates rise, their prices generally fall. For stocks paying dividends, dividends are not guaranteed, and can increase, decrease or be totally eliminated without notice. The Fund is actively managed but there is no guarantee that the manager’s investment decisions will produce the desired results.

1. The Fund has a fee waiver associated with any investment it makes in a Franklin Templeton money fund and/or other Franklin Templeton fund, contractually guaranteed through 8/31/18. Fund investment results reflect the fee waiver; without this waiver, the results would have been lower.

2. Total return calculations represent the cumulative and average annual changes in value of an investment over the periods indicated. Return for less than one year, if any, has not been annualized.

3. Assumes reinvestment of distributions based on net asset value.

4. Assumes reinvestment of distributions based on the dividend reinvestment and cash purchase plan.

 

     
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FRANKLIN UNIVERSAL TRUST

    

 

Important Notice to Shareholders

 

The Fund’s Board previously authorized an open-market share repurchase program, pursuant to which the Fund may purchase Fund shares, from time to time, up to 10% of the Fund’s common shares in open-market transactions, at the discretion of management. This authorization remains in effect.

 

 

     

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FRANKLIN UNIVERSAL TRUST

    

 

Financial Highlights

 

            Year Ended August 31,         
      2018     2017     2016     2015     2014  

Per share operating performance

          

(for a share outstanding throughout the year)

          

Net asset value, beginning of year

     $ 8.24       $ 7.67       $ 7.11       $ 8.34       $ 7.61  

 

Income from investment operations:

          

  Net investment incomea

     0.39       0.38       0.39       0.45       0.47  

  Net realized and unrealized gains (losses)

     (0.26     0.57       0.64       (1.21     0.73  

Total from investment operations

     0.13       0.95       1.03       (0.76     1.20  

Less distributions from net investment income

     (0.38     (0.38     (0.47     (0.47     (0.47

Net asset value, end of year

     $ 7.99       $ 8.24       $ 7.67       $ 7.11       $ 8.34  

Market value, end of yearb

     $ 6.77       $ 7.24       $ 6.84       $ 6.10       $ 7.39  

Total return (based on market value per share)

     (1.18)%        11.81%        20.76%        (11.57)%        16.71%   

Ratios to average net assets

          

Expenses before waiver and payments by affiliates

     1.98%        2.00%        2.13%        1.97%        1.97%   

Expenses net of waiver and payments by affiliatesc

     1.98% d         1.99%        2.12%        1.97% d         1.97% d    
           

Net investment income

     4.91%        4.81%        5.48%        5.63%        5.76%   

Supplemental data

          

Net assets, end of year (000’s)

     $200,796       $206,965       $192,682       $178,747       $209,674  

Portfolio turnover rate

     22.96%        23.25%        21.13%        20.30%        18.25%   

Total debt outstanding at end of year (000’s)

     $65,000       $60,000       $60,000       $60,000       $60,000  

Asset coverage per $1,000 of debt

     $4,089       $4,449       $4,211       $3,979       $4,495  

Average amount of senior rate fixed Notes per share during the year

     $2.39       $2.39       $2.39       $2.39       $2.39  

aBased on average daily shares outstanding.

bBased on the last sale on the New York Stock Exchange.

cBenefit of expense reduction rounds to less than 0.01%.

dBenefit of waiver and payments by affiliates rounds to less than 0.01%.

 

     
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FRANKLIN UNIVERSAL TRUST

    

 

Statement of Investments, August 31, 2018

 

      Country      Shares/
Warrants
     Value  

Common Stocks and Other Equity Interests 41.8%

        

Energy 1.5%

        

aBirch Permian Holdings Inc.

     United States        66,542      $ 765,233  

aChaparral Energy Inc.

     United States        5,868        107,091  
a,bChaparral Energy Inc., A, 144A      United States        214        3,938  

Enbridge Inc.

     Canada        39,360        1,344,931  

aEnergy XXI Gulf Coast Inc., wts., 12/30/21

     United States        5,433         

aGoodrich Petroleum Corp.

     United States        19,379        271,112  

aHalcon Resources Corp.

     United States        52,355        239,786  

aHalcon Resources Corp., wts., 9/09/20

     United States        4,668        747  

aLinn Energy Inc.

     United States        5,272        91,206  

aMidstates Petroleum Co. Inc.

     United States        325        3,780  
a,cMidstates Petroleum Co. Inc., wts., 4/21/20      United States        2,311        9  

aRiviera Resources Inc.

     United States        5,272        113,348  
        

 

 

 
           2,941,181  
        

 

 

 

Materials 1.2%

        

BHP Billiton PLC, ADR

     United Kingdom        25,185        1,078,422  

Freeport-McMoRan Inc.

     United States        80,380        1,129,339  

South32 Ltd., ADR

     Australia        10,074        125,723  

aVerso Corp., A

     United States        3,330        104,529  

aVerso Corp., wts., 7/25/23

     United States        350        3,360  
        

 

 

 
           2,441,373  
        

 

 

 

Transportation 0.0%

        
a,cCEVA Logistics AG      Switzerland        5,770        126,279  
        

 

 

 

Utilities 39.1%

        

Alliant Energy Corp.

     United States        80,000        3,427,200  

American Electric Power Co. Inc.

     United States        75,000        5,379,750  

CenterPoint Energy Inc.

     United States        122,800        3,412,612  

CMS Energy Corp.

     United States        100,000        4,924,000  

Consolidated Edison Inc.

     United States        40,000        3,157,200  

Dominion Energy Inc.

     United States        67,200        4,755,744  

DTE Energy Co.

     United States        30,000        3,334,200  

Duke Energy Corp.

     United States        46,060        3,741,915  

Edison International

     United States        36,000        2,366,280  

Entergy Corp.

     United States        30,000        2,507,700  

Evergy Inc.

     United States        101,867        5,811,512  

Exelon Corp.

     United States        80,000        3,496,800  

FirstEnergy Corp.

     United States        60,000        2,242,800  

NextEra Energy Inc.

     United States        34,800        5,919,480  

NiSource Inc.

     United States        60,000        1,624,200  

PG&E Corp.

     United States        30,000        1,385,400  

Pinnacle West Capital Corp.

     United States        44,800        3,519,040  

PPL Corp.

     United States        24,500        728,630  

Public Service Enterprise Group Inc.

     United States        45,000        2,355,750  

Sempra Energy

     United States        50,000        5,804,000  

The Southern Co.

     United States        68,250        2,987,985  

WEC Energy Group Inc.

     United States        40,000        2,703,200  

Xcel Energy Inc.

     United States        60,000        2,883,000  
        

 

 

 
           78,468,398  
        

 

 

 

Total Common Stocks and Other Equity Interests
(Cost $44,722,419)

           83,977,231  
        

 

 

 

 

     

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FRANKLIN UNIVERSAL TRUST

STATEMENT OF INVESTMENTS

 

      Country    

Principal 

Amount*

     Value  

Corporate Bonds 83.7%

       

Automobiles & Components 0.8%

       

bAllison Transmission Inc., senior bond, 144A, 4.75%, 10/01/27

     United States     $ 600,000       $ 565,500  

The Goodyear Tire & Rubber Co., senior bond, 5.00%, 5/31/26

     United States         1,100,000             1,036,750  
          1,602,250  
       

 

 

 

Banks 1.9%

             

CIT Group Inc., senior note, 5.25%, 3/07/25

     United States       600,000         611,625  

dCitigroup Inc., junior sub. bond, M, 6.30% to 5/15/24, FRN thereafter, Perpetual

     United States       1,100,000         1,131,625  

dJPMorgan Chase & Co.,

       

junior sub. bond, R, 6.00% to 8/01/23, FRN thereafter, Perpetual

     United States       900,000        940,293  

junior sub. bond, V, 5.00% to 7/30/19, FRN thereafter, Perpetual

     United States       1,100,000        1,110,505  
       

 

 

 
          3,794,048  
       

 

 

 

Capital Goods 4.9%

       

bBBA U.S. Holdings Inc., senior note, 144A, 5.375%, 5/01/26

     United States       500,000         502,500  

bBeacon Roofing Supply Inc., senior note, 144A, 4.875%, 11/01/25

     United States       600,000         556,500  

bBWX Technologies Inc., senior note, 144A, 5.375%, 7/15/26

     United States       600,000         607,500  

bCloud Crane LLC, secured note, second lien, 144A, 10.125%, 8/01/24

     United States       300,000         327,000  

CNH Industrial Capital LLC, senior note, 3.875%, 10/15/21

     United States       300,000         300,000  

H&E Equipment Services Inc., senior note, 5.625%, 9/01/25

     United States       1,300,000         1,293,890  

bHD Supply Inc., senior note, 144A, 5.75% to 4/15/19, 7.00% thereafter, 4/15/24

     United States       400,000         421,500  

bJeld-Wen Inc.,

       

senior bond, 144A, 4.875%, 12/15/27

     United States       300,000         280,500  

senior note, 144A, 4.625%, 12/15/25

     United States       300,000         280,500  

bPisces Midco Inc., senior secured note, 144A, 8.00%, 4/15/26

     United States       900,000         927,000  

Tennant Co., senior note, 5.625%, 5/01/25

     United States       1,200,000         1,215,132  

bTerex Corp., senior note, 144A, 5.625%, 2/01/25

     United States       1,400,000         1,391,250  

bVertiv Group Corp., senior note, 144A, 9.25%, 10/15/24

     United States       1,700,000         1,755,250  
       

 

 

 
          9,858,522  
       

 

 

 

Commercial & Professional Services 2.1%

       

bMulti-Color Corp., senior note, 144A, 4.875%, 11/01/25

     United States       1,100,000         1,028,500  

United Rentals North America Inc.,

       

senior bond, 5.75%, 11/15/24

     United States       1,400,000         1,450,330  

senior bond, 5.875%, 9/15/26

     United States       100,000         103,375  

senior bond, 5.50%, 5/15/27

     United States       500,000         500,000  

bWest Corp., senior note, 144A, 8.50%, 10/15/25

     United States       1,300,000         1,189,500  
       

 

 

 
          4,271,705  
       

 

 

 

Consumer Durables & Apparel 4.3%

       

bAshton Woods USA LLC, senior note, 144A, 6.75%, 8/01/25

     United States       1,500,000         1,407,180  

Beazer Homes USA Inc., senior note, 8.75%, 3/15/22

     United States       1,300,000         1,377,597  

bHanesbrands Inc., senior note, 144A, 4.625%, 5/15/24

     United States       1,000,000         980,000  

PulteGroup Inc., senior bond, 5.00%, 1/15/27

     United States       1,500,000         1,434,375  

bTaylor Morrison Communities Inc./Taylor Morrison Holdings II Inc.,

       

senior note, 144A, 5.25%, 4/15/21

     United States       400,000         401,000  

senior note, 144A, 5.625%, 3/01/24

     United States       600,000         592,500  

Toll Brothers Finance Corp., senior bond, 5.625%, 1/15/24

     United States       700,000         725,375  

Weekley Homes LLC/Weekley Finance Corp., senior note, 6.625%, 8/15/25

     United States       1,700,000         1,615,000  
          8,533,027  
       

 

 

 

Consumer Services 6.4%

       

b1011778 BC ULC/New Red Finance Inc., senior secured note, first lien, 144A, 4.25%, 5/15/24

     Canada       900,000         861,750  

b24 Hour Holdings III LLC, senior note, 144A, 8.00%, 6/01/22

     United States       1,300,000         1,306,916  

bAscend Learning LLC, senior note, 144A, 6.875%, 8/01/25

     United States       1,200,000         1,215,000  

 

     
franklintempleton.com    Annual Report        

9


FRANKLIN UNIVERSAL TRUST

STATEMENT OF INVESTMENTS

 

     Country      Principal 
Amount*
     Value  

 

Corporate Bonds (continued)

       

Consumer Services (continued)

       

bBoyne USA Inc., secured note, second lien, 144A, 7.25%, 5/01/25

    United States      $   1,500,000      $   1,597,500  

bDownstream Development Authority of the Quapaw Tribe of Oklahoma, secured note, 144A, 10.50%, 2/15/23

    United States        500,000        501,250  

bGolden Nugget Inc., senior note, 144A, 6.75%, 10/15/24

    United States        1,100,000        1,120,625  

bJack Ohio Finance LLC/Jack Ohio Finance 1 Corp., senior secured note, first lien, 144A, 6.75%, 11/15/21

    United States        1,700,000        1,763,750  

bKFC Holding Co./Pizza Hut Holdings LLC/Taco Bell of America LLC,

       

senior note, 144A, 5.00%, 6/01/24

    United States        600,000        600,000  

senior note, 144A, 5.25%, 6/01/26

    United States        600,000        601,500  

bStars Group Holdings BV/Stars Group U.S. Co-Borrower LLC, senior note, 144A, 7.00%, 7/15/26

    Canada        600,000        625,500  

bWynn Las Vegas LLC/Wynn Las Vegas Capital Corp., senior bond, 144A, 5.50%, 3/01/25

    United States        1,300,000        1,289,470  

bWynn Macau Ltd., senior note, 144A, 4.875%, 10/01/24

    Macau        1,500,000        1,430,625  
       

 

 

 
          12,913,886  
       

 

 

 

Diversified Financials 2.5%

       

bFirstCash Inc., senior note, 144A, 5.375%, 6/01/24

    United States        1,100,000        1,105,500  

bMSCI Inc., senior note, 144A, 5.375%, 5/15/27

    United States        700,000        721,000  

 Navient Corp.,

       

senior note, 6.625%, 7/26/21

    United States        800,000        835,000  

senior note, 6.50%, 6/15/22

    United States        500,000        517,650  

senior note, 7.25%, 9/25/23

    United States        1,700,000        1,802,000  
       

 

 

 
          4,981,150  
       

 

 

 

Energy 9.9%

       

bAker BP ASA, senior note, 144A, 5.875%, 3/31/25

    Norway        1,000,000        1,036,608  

 Bill Barrett Corp., senior note, 8.75%, 6/15/25

    United States        1,700,000        1,823,250  

 California Resources Corp.,

       

bsecured note, second lien, 144A, 8.00%, 12/15/22

    United States        515,000        464,144  

senior bond, 6.00%, 11/15/24

    United States        15,000        12,300  

senior note, 5.50%, 9/15/21

    United States        10,000        8,750  

 Callon Petroleum Co., senior note, 6.375%, 7/01/26

    United States        800,000        823,000  

 Calumet Specialty Products Partners LP/Calumet Finance Corp., senior note, 7.75%, 4/15/23

    United States        800,000        796,000  

 Cheniere Corpus Christi Holdings LLC,

       

senior secured note, first lien, 7.00%, 6/30/24

    United States        600,000        666,000  

senior secured note, first lien, 5.875%, 3/31/25

    United States        1,000,000        1,066,250  

 Cheniere Energy Partners LP, senior secured note, first lien, 5.25%, 10/01/25

    United States        1,200,000        1,203,000  

 CONSOL Energy Inc., senior note, 8.00%, 4/01/23

    United States        240,000        253,874  

 Crestwood Midstream Partners LP/Crestwood Midstream Finance Corp.,

       

senior note, 6.25%, 4/01/23

    United States        500,000        518,125  

senior note, 5.75%, 4/01/25

    United States        800,000        820,000  

 CSI Compressco LP/CSI Compressco Finance Inc., senior note, 7.25%, 8/15/22

    United States        800,000        745,000  

 Energy Transfer Equity LP,

       

senior bond, first lien, 7.50%, 10/15/20

    United States        1,200,000        1,294,500  

senior secured bond, first lien, 5.875%, 1/15/24

    United States        200,000        213,000  

b,eEnQuest PLC, senior note, 144A, PIK, 7.00%, 4/15/22

    United Kingdom        688,666        623,121  

Ferrellgas LP/Ferrellgas Finance Corp., senior note, 6.75%, 6/15/23

    United States        700,000        605,500  

Martin Midstream Partners LP/Martin Midstream Finance Corp., senior note, 7.25%, 2/15/21

    United States        600,000        601,500  

b,eMurray Energy Corp., 1.5 lien, 144A, PIK, 12.00%, 4/15/24

    United States        740,000        532,800  

Oceaneering International Inc., senior note, 6.00%, 2/01/28

    United States        800,000        795,259  

QEP Resources Inc., senior bond, 5.375%, 10/01/22

    United States        1,600,000        1,616,480  

 

     

10

        Annual Report    franklintempleton.com


FRANKLIN UNIVERSAL TRUST

STATEMENT OF INVESTMENTS

 

      Country     Principal 
Amount*
     Value  

 

Corporate Bonds (continued)

       

Energy (continued)

       

Sanchez Energy Corp.,

       

senior note, 7.75%, 6/15/21

     United States     $ 800,000       $ 560,000  

senior note, 6.125%, 1/15/23

     United States       100,000         56,965  

bSunoco LP/Sunoco Finance Corp., senior note, 144A, 4.875%, 1/15/23

     United States       700,000         692,328  
b,eW&T Offshore Inc.,        

secured note, second lien, 144A, PIK, 9.00%, 5/15/20

     United States       299,997         302,247  

senior secured note, third lien, 144A, PIK, 10.00%, 6/15/21

     United States       271,801         259,527  

Weatherford International Ltd.,

       

senior note, 5.125%, 9/15/20

     United States       200,000         199,500  

senior note, 7.75%, 6/15/21

     United States       400,000         393,500  

senior note, 4.50%, 4/15/22

     United States       400,000         350,000  

senior note, 8.25%, 6/15/23

     United States       600,000         561,000  
       

 

 

 
       

 

 

 

19,893,528

 

 

       

 

 

 

Food & Staples Retailing 0.3%

       

bAramark Services Inc., senior bond, 144A, 5.00%, 2/01/28

     United States       700,000         687,750  
       

 

 

 

Food, Beverage & Tobacco 2.7%

       

B&G Foods Inc., senior note, 5.25%, 4/01/25

     United States       1,200,000         1,168,500  

bCott Holdings Inc., senior note, 144A, 5.50%, 4/01/25

     Canada       1,200,000         1,178,220  

bLamb Weston Holdings Inc.,

       

senior note, 144A, 4.625%, 11/01/24

     United States       700,000         691,250  

senior note, 144A, 4.875%, 11/01/26

     United States       1,000,000         987,500  

bPost Holdings Inc.,

       

senior bond, 144A, 5.00%, 8/15/26

     United States       800,000         770,000  

senior bond, 144A, 5.625%, 1/15/28

     United States       300,000         291,000  

senior note, 144A, 5.50%, 3/01/25

     United States       400,000         400,000  
       

 

 

 
       

 

 

 

5,486,470

 

 

       

 

 

 

Health Care Equipment & Services 6.0%

       

bAvantor Inc., senior secured note, first lien, 144A, 6.00%, 10/01/24

     United States       700,000         712,250  

bCatalent Pharma Solutions Inc., senior note, 144A, 4.875%, 1/15/26

     United States       1,400,000         1,342,250  

bCentene Corp., senior note, 144A, 5.375%, 6/01/26

     United States       1,700,000         1,759,211  

CHS/Community Health Systems Inc.,

             

senior note, 6.875%, 2/01/22

     United States       175,000         89,496  

bsenior note, 144A, 8.125%, 6/30/24

     United States       718,000         594,145  

senior secured note, first lien, 6.25%, 3/31/23

     United States       600,000         573,000  

HCA Inc.,

       

senior bond, 5.875%, 2/15/26

     United States       1,400,000         1,450,750  

senior secured bond, first lien, 5.875%, 3/15/22

     United States       600,000         639,000  

bMPH Acquisition Holdings LLC, senior note, 144A, 7.125%, 6/01/24

     United States       1,300,000         1,348,750  
b,ePolaris Intermediate Corp., senior note, 144A, PIK, 8.50%, 12/01/22      United States       400,000         414,500  

Tenet Healthcare Corp.,

       

senior note, 5.50%, 3/01/19

     United States       400,000         403,500  

senior note, 8.125%, 4/01/22

     United States       1,000,000         1,060,000  

WellCare Health Plans Inc.,

       

senior note, 5.25%, 4/01/25

     United States       1,200,000         1,230,000  

bsenior note, 144A, 5.375%, 8/15/26

     United States       500,000         516,250  
       

 

 

 
       

 

 

 

12,133,102

 

 

       

 

 

 

Household & Personal Products 0.5%

       

bPrestige Brands Inc., senior note, 144A, 6.375%, 3/01/24

     United States       900,000         912,645  
       

 

 

 

 

     
franklintempleton.com    Annual Report         

11


FRANKLIN UNIVERSAL TRUST

STATEMENT OF INVESTMENTS

 

      Country     Principal 
Amount*
     Value  

 

Corporate Bonds (continued)

       

Materials 10.7%

       

eARD Finance SA, secured note, PIK, 7.125%, 9/15/23

     Luxembourg     $     400,000       $ 406,500  

bBWAY Holding Co., senior note, 144A, 7.25%, 4/15/25

     United States       1,800,000           1,759,500  

The Chemours Co.,

       

senior note, 6.625%, 5/15/23

     United States       569,000         596,739  

senior note, 5.375%, 5/15/27

     United States       300,000         295,500  

bCrown Americas LLC/Crown Americas Capital Corp., senior note, 144A, 4.75%, 2/01/26

     United States       700,000         673,750  

bEldorado Gold Corp., senior note, 144A, 6.125%, 12/15/20

     Canada       500,000         471,250  

bFirst Quantum Minerals Ltd.,

       

senior note, 144A, 7.00%, 2/15/21

     Zambia       431,000         427,229  

senior note, 144A, 7.25%, 4/01/23

     Zambia       600,000         588,000  

senior note, 144A, 6.875%, 3/01/26

     Zambia       500,000         469,335  

bFMG Resources (August 2006) Pty. Ltd.,

       

senior note, 144A, 4.75%, 5/15/22

     Australia       800,000         784,668  

senior note, 144A, 5.125%, 3/15/23

     Australia       400,000         392,000  

bGrinding Media Inc./MC Grinding Media Canada Inc., senior secured note, 144A, 7.375%, 12/15/23

     United States       1,000,000         1,052,190  

bNew Enterprise Stone & Lime Co., senior note, 144A, 6.25%, 3/15/26

     United States       900,000         918,000  

bNew Gold Inc., senior note, 144A, 6.375%, 5/15/25

     Canada       700,000         598,500  

bNorthwest Acquisitions ULC/Dominion Finco Inc., secured note, second lien, 144A, 7.125%, 11/01/22

     Canada       400,000         409,500  

bNovelis Corp.,

       

senior bond, 144A, 5.875%, 9/30/26

     United States       500,000         488,150  

senior note, 144A, 6.25%, 8/15/24

     United States       700,000         710,500  

bOCI NV, senior note, 144A, 6.625%, 4/15/23

     Netherlands       500,000         520,000  

bOwens-Brockway Glass Container Inc.,

       

senior note, 144A, 5.00%, 1/15/22

     United States       1,000,000         1,006,250  

senior note, 144A, 5.875%, 8/15/23

     United States       500,000         514,375  

bPlastipak Holdings Inc., senior note, 144A, 6.25%, 10/15/25

     United States       1,200,000         1,111,500  

bPlatform Specialty Products Corp.,

       

senior note, 144A, 6.50%, 2/01/22

     United States       600,000         615,750  

senior note, 144A, 5.875%, 12/01/25

     United States       1,000,000         993,750  

Reynolds Group Issuer Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer Luxembourg SA,

       

bsenior note, 144A, 7.00%, 7/15/24

     United States       200,000         203,575  

senior secured note, first lien, 5.75%, 10/15/20

     United States       484,554         485,765  

bsenior secured note, first lien, 144A, 5.125%, 7/15/23

     United States       1,000,000         997,500  

bSealed Air Corp.,

             

senior bond, 144A, 5.50%, 9/15/25

     United States       200,000         203,500  

senior note, 144A, 6.50%, 12/01/20

     United States       400,000         423,000  

Steel Dynamics Inc.,

       

senior bond, 5.50%, 10/01/24

     United States       900,000         924,750  

senior bond, 5.00%, 12/15/26

     United States       700,000         698,250  

bSunCoke Energy Partners LP/SunCoke Energy Partners Finance Corp., senior note, 144A, 7.50%, 6/15/25

     United States       1,600,000         1,672,000  
       

 

 

 
       

 

 

 

21,411,276

 

 

       

 

 

 

Media 8.3%

       

bAltice Luxembourg SA, senior secured note, 144A, 7.75%, 5/15/22

     Luxembourg       1,200,000         1,161,000  

bAltice U.S. Finance I Corp., senior secured bond, 144A, 5.50%, 5/15/26

     United States       1,200,000         1,182,000  

AMC Entertainment Holdings Inc., senior sub. note, 5.875%, 11/15/26

     United States       200,000         195,500  

AMC Networks Inc., senior note, 5.00%, 4/01/24

     United States       1,200,000         1,183,500  

 

     

12

        Annual Report    franklintempleton.com


FRANKLIN UNIVERSAL TRUST

STATEMENT OF INVESTMENTS

 

      Country    

Principal 

Amount*

       Value  

Corporate Bonds (continued)

         

Media (continued)

         

CCO Holdings LLC/CCO Holdings Capital Corp.,

         

senior bond, 5.25%, 9/30/22

     United States     $   1,700,000        $ 1,714,875  

bsenior bond, 144A, 5.75%, 2/15/26

     United States       700,000          701,750  

bCequel Communications Holdings I LLC/Cequel Capital Corp., senior note, 144A, 7.50%, 4/01/28

     United States       500,000          523,750  

Clear Channel Worldwide Holdings Inc.,

         

senior note, 6.50%, 11/15/22

     United States       1,000,000          1,027,500  

senior sub. note, 7.625%, 3/15/20

     United States       700,000          705,250  

CSC Holdings LLC,

         

bsenior bond, 144A, 5.50%, 4/15/27

     United States       500,000          488,125  

senior note, 6.75%, 11/15/21

     United States       700,000          743,750  

senior note, 5.25%, 6/01/24

     United States       700,000          680,750  

DISH DBS Corp.,

         

senior bond, 5.875%, 7/15/22

     United States       700,000          674,625  

senior note, 7.75%, 7/01/26

     United States       800,000          725,000  

bNexstar Broadcasting Inc., senior note, 144A, 5.625%, 8/01/24

     United States       900,000          886,680  

bSirius XM Radio Inc.,

         

senior bond, 144A, 6.00%, 7/15/24

     United States       800,000          833,280  

senior bond, 144A, 5.375%, 4/15/25

     United States       700,000          712,250  

Tegna Inc., senior note, 5.125%, 7/15/20

     United States       800,000          808,000  

bUnivision Communications Inc., senior secured bond, first lien, 144A, 6.75%, 9/15/22

     United States       116,000          118,755  

bVirgin Media Finance PLC, senior bond, 144A, 6.375%, 4/15/23

     United Kingdom       200,000          207,000  

bVirgin Media Secured Finance PLC,

         

senior secured bond, first lien, 144A, 5.50%, 1/15/25

     United Kingdom       800,000          799,000  

senior secured bond, first lien, 144A, 5.50%, 8/15/26

     United Kingdom       200,000          197,000  

bWMG Acquisition Corp.,

         

secured note, first lien, 144A, 5.00%, 8/01/23

     United States       200,000          199,250  

senior note, 144A, 5.625%, 4/15/22

     United States       92,000          93,725  
         

 

 

 
                16,562,315  
         

 

 

 

Pharmaceuticals, Biotechnology & Life Sciences 3.3%

         

bBausch Health Cos Inc., senior note, 144A, 9.25%, 4/01/26

     United States       1,500,000          1,594,920  

bBausch Health Cos. Inc.,

         

senior note, 144A, 5.625%, 12/01/21

     United States       700,000          695,625  

senior note, first lien, 144A, 7.00%, 3/15/24

     United States       200,000          211,750  

bConcordia International Corp.,

         

fsenior note, 144A, 7.00%, 4/15/23

     Canada       900,000          56,250  

senior secured note, first lien, 144A, 9.00%, 4/01/22

     Canada       400,000          366,000  

bEndo DAC/Endo Finance LLC/Endo Finco Inc.,

         

senior bond, 144A, 6.00%, 2/01/25

     United States       800,000          666,000  

senior note, 144A, 6.00%, 7/15/23

     United States       1,000,000          865,000  

Horizon Pharma Inc., senior note, 6.625%, 5/01/23

     United States       1,500,000          1,533,750  

bJaguar Holding Co. II/Pharmaceutical Product Development LLC, senior note, 144A, 6.375%, 8/01/23

     United States       700,000          705,250  
         

 

 

 
            6,694,545  
         

 

 

 

Real Estate 2.7%

         

CyrusOne LP/CyrusOne Finance Corp., senior note, 5.00%, 3/15/24

     United States       1,400,000          1,421,000  

Equinix Inc.,

         

senior bond, 5.375%, 4/01/23

     United States       1,300,000          1,334,125  

senior bond, 5.875%, 1/15/26

     United States       200,000          208,000  

 

     
franklintempleton.com    Annual Report         

13


FRANKLIN UNIVERSAL TRUST

STATEMENT OF INVESTMENTS

 

      Country     

Principal 

Amount*

     Value  

Corporate Bonds (continued)

        

Real Estate (continued)

        

bFive Point Operating Co. LP/Five Point Capital Corp., senior note, 144A, 7.875%, 11/15/25

     United States      $ 1,000,000      $     1,015,000  

MPT Operating Partnership LP/MPT Finance Corp.,

        

senior bond, 5.25%, 8/01/26

     United States        300,000        301,500  

senior bond, 5.00%, 10/15/27

     United States        500,000        491,250  

senior note, 6.375%, 3/01/24

     United States        600,000        635,580  
        

 

 

 
           5,406,455  
        

 

 

 

Retailing 1.4%

        

Netflix Inc.,

        

senior bond, 5.875%, 2/15/25

     United States        1,100,000        1,138,500  

bsenior bond, 144A, 5.875%, 11/15/28

     United States        200,000        201,462  

bParty City Holdings Inc., senior note, 144A, 6.625%, 8/01/26

     United States        400,000        404,000  

bPetSmart Inc.,

        

senior note, 144A, 7.125%, 3/15/23

     United States        300,000        203,250  

senior note, 144A, 8.875%, 6/01/25

     United States        300,000        204,000  

senior secured note, first lien, 144A, 5.875%, 6/01/25

     United States        900,000        734,625  
        

 

 

 
           2,885,837  
        

 

 

 

Semiconductors & Semiconductor Equipment 0.7%

        

bQorvo Inc., senior note, 144A, 5.50%, 7/15/26

     United States        1,400,000        1,410,500  
        

 

 

 

Software & Services 2.2%

        

bFirst Data Corp.,

        

secured note, second lien, 144A, 5.75%, 1/15/24

     United States        1,700,000        1,740,375  

senior note, 144A, 7.00%, 12/01/23

     United States        400,000        417,200  

Infor (U.S.) Inc., senior note, 6.50%, 5/15/22

     United States          1,700,000        1,730,549  

bSymantec Corp., senior note, 144A, 5.00%, 4/15/25

     United States        500,000        496,812  
        

 

 

 
           4,384,936  
        

 

 

 

Technology Hardware & Equipment 3.4%

        

bBlackboard Inc., secured note, second lien, 144A, 9.75%, 10/15/21

     United States        1,542,000        1,218,180  

CDW LLC/CDW Finance Corp., senior note, 5.00%, 9/01/25

     United States        700,000        699,125  

bCommScope Technologies LLC, senior bond, 144A, 6.00%, 6/15/25

     United States        1,200,000        1,248,000  

bDell International LLC/EMC Corp.,

        

senior note, 144A, 5.875%, 6/15/21

     United States        200,000        206,270  

senior note, 144A, 7.125%, 6/15/24

     United States        200,000        213,850  

senior secured bond, first lien, 144A, 6.02%, 6/15/26

     United States        200,000        212,196  

bItron Inc., senior note, 144A, 5.00%, 1/15/26

     United States        1,800,000        1,720,260  

bTempo Acquisition LLC/Tempo Acquisition Finance Corp., senior note, 144A, 6.75%, 6/01/25

     United States        1,300,000        1,267,500  
        

 

 

 
           6,785,381  
        

 

 

 

Telecommunication Services 4.9%

        

bBlock Communications Inc., senior note, 144A, 6.875%, 2/15/25

     United States        300,000        307,575  

bDigicel Group Ltd., senior note, 144A, 8.25%, 9/30/20

     Bermuda        900,000        679,239  

bDigicel Ltd.,

        

senior note, 144A, 6.00%, 4/15/21

     Bermuda        500,000        466,915  

senior note, 144A, 6.75%, 3/01/23

     Bermuda        300,000        254,229  

 

     

14

        Annual Report    franklintempleton.com


FRANKLIN UNIVERSAL TRUST

STATEMENT OF INVESTMENTS

 

       Country      
Principal
Amount
 
    Value  

Corporate Bonds (continued)

      

Telecommunication Services (continued)

      

bDKT Finance ApS, senior secured note, first lien, 144A, 9.375%, 6/17/23

     Denmark     $   1,000,000     $ 1,059,070  

Hughes Satellite Systems Corp., senior bond, 6.625%, 8/01/26

     United States       1,400,000       1,344,000  

bSprint Communications Inc., senior note, 144A, 9.00%, 11/15/18

     United States       223,000       225,788  

Sprint Corp.,

      

senior bond, 7.875%, 9/15/23

     United States       500,000       539,375  

senior bond, 7.125%, 6/15/24

     United States       500,000       520,000  

senior note, 7.625%, 3/01/26

     United States       600,000       631,596  

bSprint Spectrum Co. LLC/Sprint Spectrum Co. II LLC, senior secured bond, first lien, 144A, 4.738%, 9/20/29

     United States       1,300,000       1,303,250  

T-Mobile USA Inc.,

      

senior bond, 6.50%, 1/15/24

     United States       200,000       207,500  

senior bond, 6.375%, 3/01/25

     United States       500,000       521,250  

senior bond, 4.75%, 2/01/28

     United States       600,000       565,830  

senior note, 6.00%, 4/15/24

     United States       200,000       208,000  

bZayo Group LLC/Zayo Capital Inc., senior note, 144A, 5.75%, 1/15/27

     United States       1,000,000       1,005,000  
      

 

 

 
         9,838,617  
      

 

 

 

Transportation 0.8%

      

bDAE Funding LLC,

      

senior note, 144A, 4.50%, 8/01/22

     United Arab Emirates       700,000       693,000  

senior note, 144A, 5.00%, 8/01/24

     United Arab Emirates       700,000       691,250  

bPark Aerospace Holdings Ltd., senior note, 144A, 5.50%, 2/15/24

     Ireland       300,000       308,064  
      

 

 

 
         1,692,314  
      

 

 

 

Utilities 3.0%

      

Calpine Corp., senior bond, 5.75%, 1/15/25

     United States       1,800,000       1,642,500  

Ferrellgas Partners LP/Ferrellgas Partners Finance Corp., senior note, 8.625%, 6/15/20

     United States       800,000       788,000  

bInterGen NV, secured bond, 144A, 7.00%, 6/30/23

     Netherlands       400,000       400,000  

NRG Yield Operating LLC,

      

senior bond, 5.375%, 8/15/24

     United States       900,000       909,000  

senior bond, 5.00%, 9/15/26

     United States       900,000       866,250  

Talen Energy Supply LLC, senior note, 6.50%, 6/01/25

     United States       1,800,000       1,350,000  
      

 

 

 
         5,955,750  
      

 

 

 

Total Corporate Bonds (Cost $170,349,088)

          168,096,009  
      

 

 

 
           Shares        
    

 

 

   

Escrows and Litigation Trusts 0.0%

      
a,cMidstates Petroleum Co. Inc./Midstates Petroleum Co. LLC, Escrow Account      United States       700,000        
a,cNewPage Corp., Litigation Trust      United States       1,200,000        

aPenn Virginia Corp., Escrow Account

     United States       700,000       1,925  
a,cT-Mobile USA Inc., Escrow Account      United States       1,500,000        

aVistra Energy Corp., Escrow Account

     United States       700,000       4,375  
      

 

 

 

Total Escrows and Litigation Trusts (Cost $20,297)

         6,300  
      

 

 

 

Total Investments before Short Term Investments
(Cost $215,091,804)

         252,079,540  
      

 

 

 

 

     
franklintempleton.com    Annual Report         15


FRANKLIN UNIVERSAL TRUST

STATEMENT OF INVESTMENTS

 

      Country      Shares     Value  

Short Term Investments 5.7%

       

Money Market Funds (Cost $10,068,808) 5.0%

       
g,hInstitutional Fiduciary Trust Money Market Portfolio, 1.64%      United States        10,068,808     $ 10,068,808  
       

 

 

 
       
Principal
Amount
 
 
     

 

 

   

Repurchase Agreements (Cost $1,381,232) 0.7%

       

iJoint Repurchase Agreement, 1.951%, 9/04/18 (Maturity Value $1,381,531)

       

BNP Paribas Securities Corp. (Maturity Value $601,919)

       

Deutsche Bank Securities Inc. (Maturity Value $102,468)

       

HSBC Securities (USA) Inc. (Maturity Value $677,144)

       

 Collateralized by U.S. Government Agency Securities, 0.00% - 4.50%, 11/15/23 - 8/20/47; jU.S.
Treasury Bill, 12/13/18 - 12/20/18; and U.S. Treasury Note, 1.125% - 3.50%, 2/28/19 - 3/31/23 (valued at $1,408,902)

     United States      $   1,381,232       1,381,232  
       

 

 

 

Total Repurchase Agreements

 (Cost $1,381,232)

          1,381,232  
       

 

 

 

Total Investments (Cost $226,541,844) 131.2%

          263,529,580  

Notes Payable (32.3)%

          (64,881,308

Other Assets, less Liabilities 1.1%

          2,147,709  
       

 

 

 

Net Assets 100.0%

        $ 200,795,981  
       

 

 

 

 

See Abbreviations on page 27.

Rounds to less than 0.1% of net assets.

*The principal amount is stated in U.S. dollars unless otherwise indicated.

aNon-income producing.

bSecurity was purchased pursuant to Rule 144A under the Securities Act of 1933 and may be sold in transactions exempt from registration only to qualified institutional buyers or in a public offering registered under the Securities Act of 1933. These securities have been deemed liquid under guidelines approved by the Fund’s Board of Trustees. At August 31, 2018, the aggregate value of these securities was $96,049,492, representing 47.8% of net assets.

cFair valued using significant unobservable inputs. See Note 9 regarding fair value measurements.

dPerpetual security with no stated maturity date.

eIncome may be received in additional securities and/or cash.

fSee Note 8 regarding defaulted securities.

gSee Note 4(c) regarding investments in affiliated management investment companies.

hThe rate shown is the annualized seven-day effective yield at period end.

iSee Note 1(b) regarding joint repurchase agreement.

jThe security was issued on a discount basis with no stated coupon rate.

 

     

16        

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FRANKLIN UNIVERSAL TRUST

    

 

Financial Statements

Statement of Assets and Liabilities

August 31, 2018

 

Assets:

  

  Investments in securities:

  

Cost - Unaffiliated issuers

        $215,091,804  

Cost - Non-controlled affiliates (Note 4c)

     10,068,808  

Cost - Unaffiliated repurchase agreements

     1,381,232  
  

 

 

 

 

Value - Unaffiliated issuers

     $252,079,540  

Value - Non-controlled affiliates (Note 4c)

     10,068,808  

Value - Unaffiliated repurchase agreements

     1,381,232  

  Receivables:

  

Dividends and interest

     3,352,397  
  

 

 

 

 

Total assets

     266,881,977  
  

 

 

 

 

Liabilities:

  

  Payables:

  

Management fees

     162,042  

Distributions to shareholders

     804,220  

Accrued interest (Note 3)

     21,179  

  Senior fixed rate Notes, at par value of $65,000,000 less unamortized Note issuance costs of $118,692 (Note 3)

     64,881,308  

  Accrued expenses and other liabilities

     217,247  
  

 

 

 

 

Total liabilities

     66,085,996  
  

 

 

 

Net assets, at value

     $200,795,981  
  

 

 

 

 

Net assets consist of:

  

  Paid-in capital

     $164,229,880  

  Distributions in excess of net investment income

     (337,306

  Net unrealized appreciation (depreciation)

     36,987,736  

  Accumulated net realized gain (loss)

     (84,329
  

 

 

 

 

Net assets, at value

     $200,795,981  
  

 

 

 

 

  Shares outstanding

     25,131,894  
  

 

 

 

  Net asset value per share

     $7.99  
  

 

 

 

 

     
franklintempleton.com    The accompanying notes are an integral part of these financial statements.  |  Annual Report         17


FRANKLIN UNIVERSAL TRUST

FINANCIAL STATEMENTS

 

Statement of Operations

for the year ended August 31, 2018

 

Investment income:

  

  Dividends: (net of foreign taxes)*

  

Unaffiliated issuers

      $ 2,743,837  

Non-controlled affiliates (Note 4c)

     43,029  

  Interest:

  

Unaffiliated issuers

     11,091,804  
  

 

 

 

 

Total investment income

     13,878,670  
  

 

 

 

Expenses:

  

  Management fees (Note 4a)

     1,962,908  

  Interest expense (Note 3)

     1,728,829  

  Transfer agent fees

     83,930  

  Custodian fees (Note 5)

     2,206  

  Reports to shareholders

     35,048  

  Professional fees

     64,119  

  Trustees’ fees and expenses

     10,426  

  Amortization of Note issuance costs (Note 3)

     26,834  

  Other

     84,147  
  

 

 

 

 

Total expenses

     3,998,447  

Expense reductions (Note 5)

     (155

Expenses waived/paid by affiliates (Note 4c)

     (13,334
  

 

 

 

 

Net expenses

     3,984,958  
  

 

 

 

 

Net investment income

     9,893,712  
  

 

 

 

 

Realized and unrealized gains (losses):

  

  Net realized gain (loss) from:

  

Investments:

  

Unaffiliated issuers

     3,064,408  
  

 

 

 

  Net change in unrealized appreciation (depreciation) on:

  

Investments:

  

Unaffiliated issuers

     (9,475,996
  

 

 

 

 

Net realized and unrealized gain (loss)

     (6,411,588
  

 

 

 

 

Net increase (decrease) in net assets resulting from operations

      $ 3,482,124  
  

 

 

 

 

 

*Foreign taxes withheld on dividends

   $         12,516  

 

     

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FRANKLIN UNIVERSAL TRUST

FINANCIAL STATEMENTS

 

Statements of Changes in Net Assets

 

     Year Ended August 31,  
  

 

 

 
     2018     2017  

 

 

 

Increase (decrease) in net assets:

    

  Operations:

    

Net investment income

       $ 9,893,712     $ 9,570,044  

Net realized gain (loss)

     3,064,408       (2,029,380

Net change in unrealized appreciation (depreciation)

     (9,475,996     16,392,768  
  

 

 

 

Net increase (decrease) in net assets resulting from operations

     3,482,124       23,933,432  
  

 

 

 

  Distributions to shareholders from:

    

    Net investment income

     (9,650,646     (9,650,653
  

 

 

 

Net increase (decrease) in net assets

     (6,168,522     14,282,779  

Net assets:

    

  Beginning of year

     206,964,503       192,681,724  
  

 

 

 

  End of year

       $ 200,795,981     $ 206,964,503  
  

 

 

 

Distributions in excess of net investment income included in net assets:

    

  End of year

       $ (337,306   $ (841,002
  

 

 

 

 

     
franklintempleton.com    The accompanying notes are an integral part of these financial statements.  |  Annual Report         19


FRANKLIN UNIVERSAL TRUST

FINANCIAL STATEMENTS

 

Statement of Cash Flows

for the year ended August 31, 2018

 

Cash flow from operating activities:

  

  Dividends, interest and other income received

     $   13,694,424  

  Operating expenses paid

     (2,225,508

  Interest expense paid

     (1,722,000

  Purchases of long-term investments

     (58,986,857

  Sales and maturities of long-term investments

     61,514,385  

  Net purchases of short-term investments

     (7,623,798
  

 

 

 

Cash provided - operating activities

     4,650,646  
  

 

 

 

Cash flow from financing activities:

  

  Notes maturity

     (60,000,000

  Notes issuance

     65,000,000  

  Cash distributions to shareholders

     (9,650,646
  

 

 

 

Cash used - financing activities

     (4,650,646
  

 

 

 

Net increase (decrease) in cash

      
  

 

 

 

Cash at beginning of year

      
  

 

 

 

Cash at end of year

     $  
  

 

 

 
Reconciliation of Net Increase (Decrease) in Net Assets resulting from Operating Activities to Net Cash Provided by Operating Activities   

for the year ended August 31, 2018

  

Net increase (decrease) in net assets resulting from operating activities

     $ 3,482,124  

  Adjustments to reconcile net increase (decrease) in net assets resulting from operating activities to net cash provided by operating activities:

  

Amortization of Note issuance costs

     26,834  

Net amortization income

     (67,255

Reinvested dividends from non-controlled affiliates

     (43,029

Interest received in the form of securities

     (77,835

Decrease in dividends and interest receivable and other assets

     81,708  

Decrease in receivable for investments sold

     121,876  

Increase in payables to affiliates, accrued expenses, and other liabilities

     10,616  

Increase in cost of investments

     (8,360,389

Decrease in unrealized appreciation on investments

     9,475,996  
  

 

 

 

Net cash provided by operating activities

     $ 4,650,646  
  

 

 

 

 

     

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FRANKLIN UNIVERSAL TRUST

    

 

Notes to Financial Statements

 

1. Organization and Significant Accounting Policies

Franklin Universal Trust (Fund) is registered under the Investment Company Act of 1940 (1940 Act) as a closed-end management investment company and applies the specialized accounting and reporting guidance in U.S. Generally Accepted Accounting Principles (U.S. GAAP).

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. Senior fixed rate notes issued by the Fund are carried at cost. 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 VC provides administration and oversight of the Fund’s valuation policies and procedures, which are approved annually by the Board. Among other things, these procedures allow the Fund to 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.

Debt securities generally trade in the OTC market rather than on a securities exchange. The Fund’s pricing services use multiple valuation techniques to determine fair value. In instances where sufficient market activity exists, the pricing services may utilize a market-based approach through which quotes from market makers are used to determine fair value. In instances where sufficient market activity may not exist or is limited, the pricing services also utilize proprietary valuation models which may consider market characteristics such as benchmark yield curves, credit spreads, estimated default rates, anticipated market interest rate volatility, coupon rates, anticipated timing of principal repayments, underlying collateral, and other unique security features in order to estimate the relevant cash flows, which are then discounted to calculate the fair value.

Investments in open-end mutual funds are valued at the closing NAV. Investments in repurchase agreements are valued at cost, which approximates fair value.

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 VC convenes on a regular basis to review such financial instruments and considers a number of factors, including significant unobservable valuation inputs, when arriving at fair value. The VC 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. The VC employs various methods for calibrating these valuation approaches including a regular review of key inputs and assumptions, transactional back-testing or disposition analysis, and reviews of any related market activity.

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. Occasionally, events 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

 

 

     
franklintempleton.com    Annual Report         

21


FRANKLIN UNIVERSAL TRUST

NOTES TO FINANCIAL STATEMENTS

1. Organization and Significant Accounting Policies (continued)

a. Financial Instrument Valuation (continued)

 

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, the VC monitors price movements following the close of trading in foreign stock markets through a series of country specific market proxies (such as baskets of American Depositary Receipts, futures contracts and exchange traded funds). These price movements are measured against established trigger thresholds for each specific market proxy to assist in determining if an event has occurred that may call into question the reliability of the values of the foreign securities held by the Fund. If such an event occurs, the securities may be valued using fair value procedures, which may include the use of independent pricing services.

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 significant security valuation changes due to an open foreign market are adjusted and reflected by the Fund for financial reporting purposes.

b. Joint Repurchase Agreement

The Fund enters into a joint repurchase agreement whereby its uninvested cash balance is deposited into a joint cash account with other funds managed by the investment manager or an affiliate of the investment manager and is used to invest in one or more repurchase agreements. The value and face amount of the joint repurchase agreement are allocated to the funds based on their pro-rata interest. A repurchase agreement is accounted for as a loan by the Fund to the seller, collateralized by securities which are delivered to the Fund’s custodian. The fair value, including accrued interest, of the initial collateralization is required to be at least 102% of the dollar amount invested by the funds, with the value of the underlying securities marked to market daily to maintain coverage of at least 100%. Repurchase agreements are subject to the terms of Master Repurchase Agreements (MRAs) with approved counterparties (sellers). The MRAs contain various provisions, including but not limited to events of default and maintenance of collateral for repurchase

agreements. In the event of default by either the seller or the Fund, certain MRAs may permit the non-defaulting party to net and close-out all transactions, if any, traded under such agreements. The Fund may sell securities it holds as collateral and apply the proceeds towards the repurchase price and any other amounts owed by the seller to the Fund in the event of default by the seller. This could involve costs or delays in addition to a loss on the securities if their value falls below the repurchase price owed by the seller. The joint repurchase agreement held by the Fund at year end, as indicated in the Statement of Investments, had been entered into on August 31, 2018.

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 August 31, 2018, 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.

 

 

     

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FRANKLIN UNIVERSAL TRUST

NOTES TO FINANCIAL STATEMENTS

 

d. Security Transactions, Investment Income, Expenses and Distributions

Security transactions are accounted for on trade date. Realized gains and losses on security transactions are determined on a specific identification basis. Interest income and estimated expenses are accrued daily. Amortization of premium and accretion of discount on debt securities are included in interest income. 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.

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 August 31, 2018, there were an unlimited number of shares authorized ($0.01 par value). During the years ended August 31, 2018 and August 31, 2017, there were no shares issued; all reinvested distributions were satisfied with previously issued shares purchased in the open market.

Under the Board approved open-market share repurchase program, the Fund may purchase, from time to time, Fund shares in open-market transactions, at the discretion of management. During the years ended August 31, 2018 and August 31, 2017, there were no shares repurchased.

3. Senior Fixed Rate Notes

During the year ended August 31, 2018, the Fund had $60 million five-year senior fixed rate notes (Existing Notes) outstanding, bearing interest at 2.87% per year. For the year ended August 31, 2018, total interest paid by the Fund was $1,707,650. The issuance costs of $126,916 incurred by the Fund were deferred and amortized on an interest method basis over the term of the Existing Notes. For the year ended August 31, 2018, the Fund amortized $26,654 of Existing Notes issuance costs. On August 28, 2018, the Existing Notes matured and were paid in full.

On August 28, 2018, the Fund issued $65 million principal amount of a new class of five-year senior fixed rate notes (Notes). The Notes bear interest, payable semi-annually, at a rate of 3.91% per year, to maturity on September 15, 2023. The Notes are general unsecured obligations of the Fund and rank senior to trust shares and all existing or future unsecured indebtedness of the Fund. For the year ended August 31, 2018, total interest accrued by the Fund on the Notes was $21,179. The Fund is required to maintain on a monthly basis a specified discounted asset value for its portfolio in compliance with guidelines established in the Notes Agreement, and is required under the 1940 Act to maintain asset coverage for the Notes of at least 300%. The Fund has met these requirements during the year ended August 31, 2018. The issuance costs of $118,872 incurred by the Fund are deferred and amortized on an interest method basis over the term of the Notes. For the year ended August 31, 2018, the Fund amortized $180 of Notes issuance costs. Subject to certain restrictions and make whole premiums, the Fund may prepay the Notes at any time. At August 31,

 

 

     
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FRANKLIN UNIVERSAL TRUST

NOTES TO FINANCIAL STATEMENTS

3. Senior Fixed Rate Notes (continued)

 

2018, if the Notes were fully prepaid, the make whole premium related to the current balance of the Notes would have been approximately $1,645,000.

The Fund employs an income-based approach to determine the fair value of the Notes, which uses the Notes’ current credit rating, remaining time to maturity, stated coupon rates, the

current yield of a comparable asset, and a liquidity premium. At August 31, 2018, the estimated fair value of the Notes was approximately $64,881,308. The inputs used in determining the fair value of the Notes represent Level 3 in the fair value hierarchy. See Note 9 regarding fair value measurements for additional information about fair value hierarchy and Level 3 inputs.

 

 

4. Transactions with Affiliates

Franklin Resources, Inc. is the holding company for various subsidiaries that together are referred to as Franklin Templeton Investments. Certain officers and trustees of the Fund are also officers and/or directors of the following subsidiaries:

 

Subsidiary

 

  

Affiliation

 

  

 

Franklin Advisers, Inc. (Advisers)

 

  

Investment manager

 

  

 

Franklin Templeton Services, LLC (FT Services)

 

  

Administrative manager

 

  

a. Management Fees

The Fund pays an investment management fee to Advisers of 0.75% per year of the average weekly managed assets. Managed assets are defined as the Fund’s gross asset value minus the sum of accrued liabilities, other than the principal amount of the Notes.

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. Investments in Affiliated Management Investment Companies

The Fund invests in one or more affiliated management investment companies for purposes other than 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 year ended August 31, 2018, the Fund held investments in affiliated management investment companies as follows:

 

      Number of
Shares Held
at Beginning
of Year
     Gross
Additions
     Gross
Reductions
   

Number of
Shares

Held at End
of Year

    

Value

at End

of Year

     Dividend
Income
     Realized
Gain
(Loss)
     Net Change in
Unrealized
Appreciation
(Depreciation)
 

 

Non-Controlled Affiliates

 

                   

Institutional Fiduciary Trust Money Market Portfolio, 1.64%

     3,783,213        59,918,600        (53,633,005     10,068,808        $10,068,808        $43,029        $  —        $  —  

5. 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 year ended August 31, 2018, the custodian fees were reduced as noted in the Statement of Operations.

 

     

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FRANKLIN UNIVERSAL TRUST

NOTES TO FINANCIAL STATEMENTS

 

6. Income Taxes

For tax purposes, capital losses may be carried over to offset future capital gains.

At August 31, 2018, the capital loss carryforwards were as follows:

Capital loss carryforwards not subject to expiration:

  Short Term

     $84,105  

During the year ended August 31, 2018, the Fund utilized $2,803,893 of capital loss carryforwards.

On August 31, 2018, the Fund had expired capital loss carryforwards of $8,755,072, which were reclassified to paid-in capital.

The tax character of distributions paid during the years ended August 31, 2018 and 2017, was as follows:

 

     2018      2017  

  Distributions paid from ordinary income

  

 

$

 

9,650,646

 

 

   $ 9,650,653  

At August 31, 2018, the cost of investments, net unrealized appreciation (depreciation) and undistributed ordinary income for income tax purposes were as follows:

 

Cost of investments

    $ 227,223,387  

 

Unrealized appreciation

    $ 47,093,015  

Unrealized depreciation

    (10,786,822

Net unrealized appreciation (depreciation)

    $ 36,306,193  

Distributable earnings:

 

Undistributed ordinary income

    $ 1,114,654  

Differences between income and/or capital gains as determined on a book basis and a tax basis are primarily due to differing treatments of defaulted securities and bond discounts and premiums.

7. Investment Transactions

Purchases and sales of investments (excluding short term securities) for the year ended August 31, 2018, aggregated $58,986,857 and $61,384,143, respectively.

8. Credit Risk and Defaulted Securities

At August 31, 2018, the Fund had 62.3% of its portfolio invested in high yield or other securities rated below investment grade and unrated securities, if any. These securities may be more sensitive to economic conditions causing greater price volatility and are potentially subject to a greater risk of loss due to default than higher rated securities.

The Fund held a defaulted security and/or other securities for which the income has been deemed uncollectible. At August 31, 2018, the aggregate value of this security represents less than 0.1% of the Fund’s portfolio. The Fund discontinues accruing income on securities for which income has been deemed uncollectible and provides an estimate for losses on interest receivable. The security has been identified in the accompanying Statement of Investments.

 

     
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FRANKLIN UNIVERSAL TRUST

NOTES TO FINANCIAL STATEMENTS

 

9. 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.

For movements between the levels within the fair value hierarchy, the Fund has adopted a policy of recognizing the transfers as of the date of the underlying event which caused the movement.

A summary of inputs used as of August 31, 2018, in valuing the Fund’s assets carried at fair value, is as follows:

 

                     Level 1                      Level 2                      Level 3                     Total  

Assets:

         

Investments in Securities:a

         

Equity Investments:b

         

Energy

  $ 2,175,939      $ 765,233      $ 9     $ 2,941,181  

Transportation

                  126,279       126,279  

All Other Equity Investments

    80,909,771                     80,909,771  

Corporate Bonds

           168,096,009              168,096,009  

Escrows and Litigation Trusts

           6,300        c        6,300  

Short Term Investments

    10,068,808        1,381,232              11,450,040  
       

Total Investments in Securities

  $ 93,154,518      $ 170,248,774      $ 126,288     $ 263,529,580  

aFor detailed categories, see the accompanying Statement of Investments.

bIncludes common stocks as well as other equity investments.

cIncludes securities determined to have no value at August 31, 2018.

A reconciliation of assets in which Level 3 inputs are used in determining fair value is presented when there are significant Level 3 financial instruments at the beginning and/or end of the year.

10. New Accounting Pronouncements

In March 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities. The amendments in the ASU shorten the amortization period for certain callable debt securities acquired at a premium, to be amortized to the earliest call date. The ASU does not require an accounting change for securities acquired at a discount, which continues to be amortized to maturity. The ASU is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. Management has reviewed the requirements and believes the adoption of this ASU will not have a material impact on the financial statements.

 

     

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NOTES TO FINANCIAL STATEMENTS

 

In August 2018, FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurements. The amendments in the ASU modify the disclosure requirements on fair value measurements in Topic 820. The ASU is effective for interim and annual reporting periods beginning after December 15, 2019. Management is currently evaluating the impact, if any, of applying this provision.

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.

Abbreviations

 

Selected Portfolio   
ADR    American Depositary Receipt       
FRN    Floating Rate Note   
PIK    Payment-In-Kind   

 

     
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FRANKLIN UNIVERSAL TRUST

    

 

Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of Franklin Universal Trust

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the statement of investments, of Franklin Universal Trust (the “Fund”) as of August 31, 2018, the related statement of operations and cash flows for the year ended August 31, 2018, the statement of changes in net assets for each of the two years in the period ended August 31, 2018, including the related notes, and the financial highlights for each of the five years in the period ended August 31, 2018 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of August 31, 2018, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period ended August 31, 2018 and the financial highlights for each of the five years in the period ended August 31, 2018 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of August 31, 2018 by correspondence with the custodian, transfer agent, and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

San Francisco, California

October 22, 2018

We have served as the auditor of one or more investment companies in the Franklin Templeton funds since 1948.

 

     

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Tax Information (unaudited)

Under Section 854(b)(1)(A) of the Internal Revenue Code, the Fund hereby reports 28.37% of the ordinary income dividends as income qualifying for the dividends received deduction for the fiscal year ended August 31, 2018.

Under Section 854(b)(1)(B) of the Internal Revenue Code, the Fund hereby reports the maximum amount allowable but no less than $2,866,754 as qualified dividends for purposes of the maximum rate under Section 1(h)(11) of the Internal Revenue Code for the fiscal year ended August 31, 2018. Distributions, including qualified dividend income, paid during calendar year 2018 will be reported to shareholders on Form 1099-DIV by mid-February 2019. Shareholders are advised to check with their tax advisors for information on the treatment of these amounts on their individual income tax returns.

Under Section 871(k)(1)(C) of the Internal Revenue Code, the Fund hereby reports the maximum amount allowable but no less than $7,011,209 as interest related dividends for purposes of the tax imposed under Section 871(a)(1)(A) of the Internal Revenue Code for the fiscal year ended August 31, 2018.

 

     
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Annual Meeting of Shareholders

March 16, 2018

An annual shareholders’ meeting of Franklin Universal Trust (Fund) was held on March 16, 2018. At the meeting, the holders of 25,131,894 shares of the Fund’s common stock were represented in person or by proxy, constituting a quorum. The following persons were elected by the shareholders to serve as Trustees of the Fund.

The results of the voting at the meeting are as follows:

 

Nominees  

Shares

For

 

% of

                Voted

 

% of

        Outstanding

Shares

 

Shares

            Withheld

 

% of

                Voted

 

% of

        Outstanding

Shares

Harris J. Ashton

  19,912,979   96.12%   79.23%   803,784   3.88%   3.20%

Terrence J. Checki

  19,888,016   96.00%   79.13%   828,746   4.00%   3.30%

Mary C.Choksi

  19,935,701   96.23%   79.32%   781,062   3.77%   3.11%

Edith E. Holiday

  19,929,455   96.20%   79.30%   787,308   3.80%   3.13%

Gregory E. Johnson

  19,983,551   96.46%   79.51%   733,211   3.54%   2.92%

Rupert H. Johnson, Jr.

  19,931,759   96.21%   79.31%   785,003   3.79%   3.12%

J. Michael Luttig

  19,967,740   96.38%   79.45%   749,022   3.62%   2.98%

Larry D. Thompson

  19,918,814   96.15%   79.26%   797,948   3.85%   3.18%

John B. Wilson

  19,956,949   96.33%   79.41%   759,814   3.67%   3.02%

 

     

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Dividend Reinvestment and Cash Purchase Plan

 

The Fund’s Dividend Reinvestment and Cash Purchase Plan (Plan) offers you a prompt and simple way to reinvest dividends and capital gain distributions in shares of the Fund. The Plan also allows you to purchase additional shares of the Fund by making voluntary cash payments. American Stock Transfer & Trust Company, LLC (Plan Agent), P.O. Box 922, Wall Street Station, New York, NY 10269-0560, acts as your Plan Agent in administering the Plan.

You are automatically enrolled in the Plan unless you elect to receive dividends or distributions in cash. If you own shares in your own name, you should notify the Plan Agent, in writing, if you wish to receive dividends or distributions in cash.

If the Fund declares a dividend or capital gain distribution payable either in cash or in stock of the Fund and the market price of shares on the valuation date equals or exceeds the net asset value, the Fund will issue new shares to you at the higher of net asset value or 95% of the then current market price. Whenever the Fund declares a distribution from capital gains or an income dividend payable in either cash or shares, if the net asset value per share of the Fund’s common stock exceeds the market price per share on the valuation date, the Plan Agent shall apply the amount of such dividend or distribution payable to participants to the purchase of shares (less their pro rata share of brokerage commissions incurred with respect to open market purchases in connection with the reinvestment of such dividend or distribution). If the price exceeds the net asset value before the Plan Agent has completed its purchases, the average purchase price may exceed the net asset value, resulting in fewer shares being acquired than if the Fund had issued new shares. All reinvestments are in full and fractional shares, carried to three decimal places. The Fund will not issue shares under the Plan at a price below net asset value.

The Plan permits you on a voluntary basis to submit in cash payments of not less than $100 each up to a total of $5,000 per month to purchase additional shares of the Fund. It is entirely up to you whether you wish to buy additional shares with voluntary cash payments, and you do not have to send in the same amount each time if you do. These payments should be made by check or money order payable to American Stock Transfer & Trust Company, LLC and sent to American Stock Transfer & Trust Company, LLC, P.O. Box 922, Wall Street Station, New York, NY 10269-0560, Attn: Franklin Universal Trust.

Your cash payment will be aggregated with the payments of other participants and invested on your behalf by the Plan Agent in shares of the Fund that are purchased in the open market.

The Plan Agent will invest cash payments on approximately the 5th of each month in which no dividend or distribution is payable and, during each month in which a dividend or distribution is payable, will invest cash payments beginning on the dividend payment date. Under no circumstances will interest be paid on your funds held by the Plan Agent. Accordingly, you should send any voluntary cash payments you wish to make shortly before an investment date but in sufficient time to ensure that your payment will reach the Plan Agent not less than two business days before an investment date. Payments received less than two business days before an investment date will be invested during the next month or, if there are more than 30 days until the next investment date, will be returned to you. You may obtain a refund of any cash payment by written notice, if the Plan Agent receives the written notice not less than 48 hours before an investment date.

There is no direct charge to participants for reinvesting dividends and capital gain distributions, since the Plan Agent’s fees are paid by the Fund. However, when shares are purchased in the open market, each participant will pay a pro rata portion of any brokerage commissions incurred. The Plan Agent will deduct a $5.00 service fee from each of your voluntary cash payments.

The automatic reinvestment of dividends and capital gain distributions does not relieve you of any taxes which may be payable on dividends or distributions. In connection with the reinvestment of dividends and capital gain distributions, if the Fund issues new shares, shareholders receiving such shares generally will be treated as having a distribution equal to the market value of the shares received, and if shares are purchased on the open market, shareholders generally will be treated as having received a distribution equal to the cash distribution that would have been paid.

The Fund does not issue new shares in connection with voluntary cash payments. All investments are in full and fractional shares, carried to three decimal places. If the market price exceeds the net asset value at the time the Plan Agent purchases the additional shares, you will receive shares at a price greater than the net asset value.

 

 

     
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FRANKLIN UNIVERSAL TRUST

DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN

 

You will receive a monthly account statement from the Plan Agent showing total dividends and capital gain distributions, date of investment, shares acquired and price per share, and total shares of record held by you and by the Plan Agent for you. You are entitled to vote all shares of record, including shares purchased for you by the Plan Agent, and, if you vote by proxy, your proxy will include all such shares.

As long as you participate in the Plan, the Plan Agent will hold the shares it has acquired for you in safekeeping, in its name or in the name of its nominee. This convenience provides added protection against loss, theft or inadvertent destruction of certificates. However, you may request that a certificate representing your Plan shares be issued to you.

You may withdraw from the Plan without penalty at any time by notifying the Plan Agent, in writing, at the address above. If you withdraw, you will receive, without charge, stock certificates issued in your name for all full shares. The Plan Agent will convert any fractional shares you hold at the time of your withdrawal to cash at current market price and send you a check for the proceeds.

If you hold shares in your own name, please address all notices, correspondence, questions, or other communications regarding the Plan to the Plan Agent at the address noted above. If your shares are not held in your name, you should contact your brokerage firm, bank, or other nominee for more information and to determine if your nominee will participate in the Plan on your behalf.

The Fund or the Plan Agent may amend or terminate the Plan. You will receive written notice at least 90 days before the effective date of termination or of any amendment. In the case of termination, you will receive written notice at least 90 days before the record date of any dividend or capital gain distribution by the Fund.

 

 

     

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FRANKLIN UNIVERSAL TRUST

    

 

Board Members and Officers

The name, year of birth and address of the officers and board members, as well as their affiliations, positions held with the Trust, principal occupations during at least the past five years and number of U.S. registered portfolios overseen in the Franklin Templeton Investments fund complex, are shown below. Generally, each board member serves until that person’s successor is elected and qualified.

Independent Board Members

 

Name, Year of Birth

and Address

 

  

Position

 

  

Length of

Time Served

 

  

Number of Portfolios in

Fund Complex Overseen    

by Board Member*

 

  

Other Directorships Held
During at Least the Past 5 Years

 

Harris J. Ashton (1932)

One Franklin Parkway

San Mateo, CA 94403-1906

   Trustee    Since 1988    136        Bar-S Foods (meat packing company) (1981-2010).

Principal Occupation During at Least the Past 5 Years:

Director of various companies; and formerly, Director, RBC Holdings, Inc. (bank holding company) (until 2002); and President, Chief Executive Officer and Chairman of the Board, General Host Corporation (nursery and craft centers) (until 1998).

 

Terrence J. Checki (1945)

One Franklin Parkway

San Mateo, CA 94403-1906

   Trustee        Since March 2018        112    Hess Corporation (exploration of oil and gas) (2014-present).

Principal Occupation During at Least the Past 5 Years:

Member of the Council on Foreign Relations (1996-present); Member of the National Committee on U.S.-China Relations (1999-present); member of the Board of Trustees of the Economic Club of New York (2013-present); member of the Board of Trustees of the Foreign Policy Association (2005-present) and member of various other boards of trustees and advisory boards; and formerly, Executive Vice President of the Federal Reserve Bank of New York and Head of its Emerging Markets and Internal Affairs Group and Member of Management Committee (1995-2014); and Visiting Fellow at the Council on Foreign Relations (2014).

 

Mary C. Choksi (1950)

One Franklin Parkway

San Mateo, CA 94403-1906

   Trustee    Since 2014    136    Avis Budget Group Inc. (car rental) (2007-present), Omnicom Group Inc. (advertising and marketing communications services) (2011-present) and White Mountains Insurance Group, Ltd. (holding company) (2017-present).

Principal Occupation During at Least the Past 5 Years:

Director of various companies; and formerly, Founder and Senior Advisor, Strategic Investment Group (investment management group) (2015-2017); Founding Partner and Senior Managing Director, Strategic Investment Group (1987–2015); Founding Partner and Managing Director, Emerging Markets Management LLC (investment management firm) (1987-2011); and Loan Officer/Senior Loan Officer/Senior Pension Investment Officer, World Bank Group (international financial institution) (1977-1987).

 

Edith E. Holiday (1952)

One Franklin Parkway

San Mateo, CA 94403-1906

   Trustee    Since 2004    136    Hess Corporation (exploration of oil and gas) (1993-present), Canadian National Railway (railroad) (2001-present), White Mountains Insurance Group, Ltd. (holding company) (2004-present), Santander Consumer USA Holdings, Inc. (consumer finance) (2016-present), RTI International Metals, Inc. (manufacture and distribution of titanium) (1999-2015) and H.J. Heinz Company (processed foods and allied products) (1994-2013).

Principal Occupation During at Least the Past 5 Years:

Director or Trustee of various companies and trusts; and formerly, Assistant to the President of the United States and Secretary of the Cabinet (1990-1993); General Counsel to the United States Treasury Department (1989-1990); and Counselor to the Secretary and Assistant Secretary for Public Affairs and Public Liaison–United States Treasury Department (1988-1989).

 

J. Michael Luttig (1954)

One Franklin Parkway

San Mateo, CA 94403-1906

   Trustee    Since 2009    136    Boeing Capital Corporation (aircraft financing) (2006-2013).

Principal Occupation During at Least the Past 5 Years:

Executive Vice President, General Counsel and member of the Executive Council, The Boeing Company (aerospace company) (2006-present); and formerly, Federal Appeals Court Judge, U.S. Court of Appeals for the Fourth Circuit (1991-2006).

 

 

     
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FRANKLIN UNIVERSAL TRUST

Independent Board Members (continued)

 

Name, Year of Birth

and Address

 

 

Position

 

 

Length of

Time Served

 

 

Number of Portfolios in

Fund Complex Overseen    

by Board Member*

 

 

Other Directorships Held

During at Least the Past 5 Years

 

Larry D. Thompson (1945)

One Franklin Parkway

San Mateo, CA 94403-1906

  Trustee   Since 2007   136   The Southern Company (energy company) (2014-present; previously 2010-2012), Graham Holdings Company (education and media organization) (2011-present) and Cbeyond, Inc. (business communications provider) (2010-2012).

Principal Occupation During at Least the Past 5 Years:

Director of various companies; Counsel, Finch McCranie, LLP (law firm) (2015-present); Independent Compliance Monitor and Auditor, Volkswagen AG (manufacturer of automobiles and commercial vehicles) (2017-present); John A. Sibley Professor of Corporate and Business Law, University of Georgia School of Law (2015-present; previously 2011-2012); and formerly, Executive Vice President - Government Affairs, General Counsel and Corporate Secretary, PepsiCo, Inc. (consumer products) (2012-2014); Senior Vice President - Government Affairs, General Counsel and Secretary, PepsiCo, Inc. (2004-2011); Senior Fellow of The Brookings Institution (2003-2004); Visiting Professor, University of Georgia School of Law (2004); and Deputy Attorney General, U.S. Department of Justice (2001-2003).

 

John B. Wilson (1959)

  Lead   Trustee since   112   None
One Franklin Parkway   Independent   2006 and Lead    
San Mateo, CA 94403-1906   Trustee   Independent    
    Trustee since 2008    

Principal Occupation During at Least the Past 5 Years:

President and Founder, Hyannis Port Capital, Inc. (real estate and private equity investing) (2002-present); Senior Advisor, McKinsey & Co. (consulting) (2017-present); serves on private and non-profit boards; and formerly, President, Staples International and Head of Global Transformation (office supplies) (2012-2016); Chief Operating Officer and Executive Vice President, Gap, Inc. (retail) (1996-2000); Chief Financial Officer and Executive Vice President – Finance and Strategy, Staples, Inc. (1992-1996); Senior Vice President – Corporate Planning, Northwest Airlines, Inc. (airlines) (1990-1992); and Vice President and Partner, Bain & Company (consulting firm) (1986-1990).

 

Interested Board Members and Officers    

Name, Year of Birth

and Address

 

 

Position

 

 

Length of

Time Served

 

 

Number of Portfolios in

Fund Complex Overseen

by Board Member*

 

 

Other Directorships Held

During at Least the Past 5 Years

 

**Gregory E. Johnson (1961)

  Trustee   Since 2013   150   None

One Franklin Parkway

       

San Mateo, CA 94403-1906

       

Principal Occupation During at Least the Past 5 Years:

Chairman of the Board, Member - Office of the Chairman, Director and Chief Executive Officer, Franklin Resources, Inc.; officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 42 of the investment companies in Franklin Templeton Investments; Vice Chairman, Investment Company Institute; and formerly, President, Franklin Resources, Inc. (1994-2015).

 

**Rupert H. Johnson, Jr. (1940)

One Franklin Parkway

San Mateo, CA 94403-1906

  Chairman of the Board, Trustee and Senior Vice President   Chairman of the Board since 2013, Trustee and Senior Vice President since 1988   136   None

Principal Occupation During at Least the Past 5 Years:

Vice Chairman, Member – Office of the Chairman and Director, Franklin Resources, Inc.; Director, Franklin Advisers, Inc.; Senior Vice President, Franklin Advisory Services, LLC; and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 40 of the investment companies in Franklin Templeton Investments.

 

Alison E. Baur (1964)

  Vice President   Since 2012   Not Applicable   Not Applicable

One Franklin Parkway

       

San Mateo, CA 94403-1906

       

Principal Occupation During at Least the Past 5 Years:

Deputy General Counsel, Franklin Templeton Investments; and officer of some of the other subsidiaries of Franklin Resources, Inc. and of 44 of the investment companies in Franklin Templeton Investments.

 

 

     

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FRANKLIN UNIVERSAL TRUST

    

Interested Board Members and Officers (continued)

 

Name, Year of Birth

and Address

 

  

Position

 

  

Length of

Time Served

 

  

Number of Portfolios in
Fund Complex Overseen    
by Board Member*

 

  

Other Directorships Held
During at Least the Past 5 Years

 

Gaston Gardey (1967)

   Chief Financial    Since 2009    Not Applicable    Not Applicable
One Franklin Parkway San Mateo, CA 94403-1906   

Officer,

Chief

Accounting

Officer and

Treasurer

        

Principal Occupation During at Least the Past 5 Years:

Treasurer, U.S. Fund Administration & Reporting, Franklin Templeton Investments; and officer of 28 of the investment companies in Franklin Templeton Investments.

 

Aliya S. Gordon (1973)

   Vice President    Since 2009    Not Applicable    Not Applicable

One Franklin Parkway

           
San Mateo, CA 94403-1906            

Principal Occupation During at Least the Past 5 Years:

Senior Associate General Counsel, Franklin Templeton Investments; and officer of 44 of the investment companies in Franklin Templeton Investments.

 

Steven J. Gray (1955)

   Vice President    Since 2009    Not Applicable    Not Applicable

One Franklin Parkway

           
San Mateo, CA 94403-1906            

Principal Occupation During at Least the Past 5 Years:

Senior Associate General Counsel, Franklin Templeton Investments; Vice President, Franklin Templeton Distributors, Inc. and FASA, LLC; and officer of 44 of the investment companies in Franklin Templeton Investments.

 

Matthew T. Hinkle (1971)

   Chef Executive    Since 2017    Not Applicable    Not Applicable
One Franklin Parkway    Officer –         
San Mateo, CA 94403-1906    Finance and Administration         

Principal Occupation During at Least the Past 5 Years:

Senior Vice President, Franklin Templeton Services, LLC; officer of 44 of the investment companies in Franklin Templeton Investments; and formerly, Vice President, Global Tax (2012-April 2017) and Treasurer/Assistant Treasurer, Franklin Templeton Investments (2009-2017).

 

Edward B. Jamieson (1948)

   President and    President since    Not Applicable    Not Applicable
One Franklin Parkway San Mateo, CA 94403-1906    Chief Executive Officer – Investment Management   

1993 and Chief Executive Officer

– Investment Management since 2002

     

Principal Occupation During at Least the Past 5 Years:

President and Director, Franklin Advisers, Inc.; Executive Vice President, Franklin Templeton Institutional, LLC; and officer and/or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 10 of the investment companies in Franklin Templeton Investments.

 

Robert Lim (1948)

   Vice President    Since 2016    Not Applicable    Not Applicable
One Franklin Parkway San Mateo, CA 94403-1906   

– AML

Compliance

        

Principal Occupation During at Least the Past 5 Years:

Vice President, Franklin Templeton Companies, LLC; Chief Compliance Officer, Franklin Templeton Distributors, Inc. and Franklin Templeton Investor Services, LLC; and officer of 44 of the investment companies in Franklin Templeton Investments.

 

Kimberly H. Novotny (1972)

   Vice President    Since 2013    Not Applicable    Not Applicable

300 S.E. 2nd Street

           

Fort Lauderdale, FL 33301-1923

           

Principal Occupation During at Least the Past 5 Years:

Associate General Counsel, Franklin Templeton Investments; Vice President and Corporate Secretary, Fiduciary Trust International of the South; Vice President, Templeton Investment Counsel, LLC; Assistant Secretary, Franklin Resources, Inc.; and officer of 44 of the investment companies in Franklin Templeton Investments.

 

 

     
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FRANKLIN UNIVERSAL TRUST

Interested Board Members and Officers (continued)

 

Name, Year of Birth

and Address

 

  

Position

 

  

Length of

Time Served

 

  

Number of Portfolios in

Fund Complex Overseen    

by Board Member*

 

  

Other Directorships Held

During at Least the Past 5 Years

 

Robert C. Rosselot (1960)

300 S.E. 2nd Street Fort Lauderdale, FL 33301-1923

  

Chief

Compliance

Officer

   Since 2013    Not Applicable    Not Applicable

Principal Occupation During at Least the Past 5 Years:

Director, Global Compliance, Franklin Templeton Investments; Vice President, Franklin Templeton Companies, LLC; officer of 44 of the investment companies in Franklin Templeton Investments; and formerly, Senior Associate General Counsel, Franklin Templeton Investments (2007-2013); and Secretary and Vice President, Templeton Group of Funds (2004-2013).

 

Karen L. Skidmore (1952)

One Franklin Parkway San Mateo, CA 94403-1906

  

Vice President

and Secretary

   Since 2006    Not Applicable    Not Applicable

Principal Occupation During at Least the Past 5 Years:

Senior Associate General Counsel, Franklin Templeton Investments; and officer of 44 of the investment companies in Franklin Templeton Investments.

 

Navid J. Tofigh (1972)

   Vice President    Since 2015    Not Applicable    Not Applicable

One Franklin Parkway

           
San Mateo, CA 94403-1906            

Principal Occupation During at Least the Past 5 Years:

Associate General Counsel, Franklin Templeton Investments; and officer of 44 of the investment companies in Franklin Templeton Investments.

 

Craig S. Tyle (1960)

   Vice President    Since 2005    Not Applicable    Not Applicable

One Franklin Parkway

           

San Mateo, CA 94403-1906

           

Principal Occupation During at Least the Past 5 Years:

General Counsel and Executive Vice President, Franklin Resources, Inc.; and officer of some of the other subsidiaries of Franklin Resources, Inc. and of 44 of the investment companies in Franklin Templeton Investments.

 

Lori A. Weber (1964)

   Vice President    Since 2011    Not Applicable    Not Applicable
300 S.E. 2nd Street            
Fort Lauderdale, FL 33301-1923            

Principal Occupation During at Least the Past 5 Years:

Senior Associate General Counsel, Franklin Templeton Investments; Assistant Secretary, Franklin Resources, Inc.; Vice President and Secretary, Templeton Investment Counsel, LLC; and officer of 44 of the investment companies in Franklin Templeton Investments.

 

*We base the number of portfolios on each separate series of the U.S. registered investment companies within the Franklin Templeton Investments fund complex. These portfolios have a common investment manager or affiliated investment managers.

**Gregory E. Johnson is considered to be an interested person of the Fund under the federal securities laws due to his position as an officer and director of Franklin Resources, Inc. (Resources), which is the parent company of the Fund’s investment manager and distributor. Rupert H. Johnson, Jr. is considered to be an interested person of the Fund under the federal securities laws due to his position as an officer and director and major shareholder of Resources.

Note 1: Rupert H. Johnson, Jr. is the uncle of Gregory E. Johnson.

Note 2: Officer information is current as of the date of this report. It is possible that after this date, information about officers may change.

The Sarbanes-Oxley Act of 2002 and Rules adopted by the Securities and Exchange Commission require the Fund to disclose whether the Fund’s Audit Committee includes at least one member who is an audit committee financial expert within the meaning of such Act and Rules. The Fund’s Board has determined that there is at least one such financial expert on the Audit Committee and has designated John B. Wilson as its audit committee financial expert. The Board believes that Mr. Wilson qualifies as such an expert in view of his extensive business background and experience, including service as chief financial officer of Staples, Inc. from 1992 to 1996. Mr. Wilson has been a Member and Chairman of the Fund’s Audit Committee since 2006. As a result of such background and experience, the Board believes that Mr. Wilson has acquired an understanding of generally accepted accounting principles and financial statements, the general application of such principles in connection with the accounting estimates, accruals and reserves, and analyzing and evaluating financial statements that present a breadth and level of complexity of accounting issues generally comparable to those of the Fund, as well as an understanding of internal controls and procedures for financial reporting and an understanding of audit committee functions. Mr. Wilson is an independent Board member as that term is defined under the relevant Securities and Exchange Commission Rules and Releases or the listing standards applicable to the Fund.

 

     

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FRANKLIN UNIVERSAL TRUST

    

 

Shareholder Information

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 Statement of Investments

The Fund files a complete statement of investments with the U.S. Securities and Exchange Commission for the first and third quarters for each fiscal year on Form N-Q. Shareholders may view the filed Form N-Q by visiting the Commission’s website at sec.gov. The filed form may also be viewed and copied at the Commission’s Public Reference Room in Washington, DC. Information regarding the operations of the Public Reference Room may be obtained by calling (800) SEC-0330.

    

 

 

     
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Annual Report

Franklin Universal Trust

 

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© 2018 Franklin Templeton Investments. All rights reserved.

  FUT A 10/18


Item 2.

Code of Ethics.

(a) The Registrant has adopted a code of ethics that applies to its principal executive officers and principal financial and accounting officer.

(c) N/A

(d) N/A

(f) Pursuant to Item 12(a)(1), the Registrant is attaching as an exhibit a copy of its code of ethics that applies to its principal executive officers and principal financial and accounting officer.

 

Item 3.

Audit Committee Financial Expert.

(a) (1) The Registrant has an audit committee financial expert serving on its audit committee.

(2) The audit committee financial expert is John B. Wilson and he is “independent” as defined under the relevant Securities and Exchange Commission Rules and Releases.

 

Item 4.

Principal Accountant Fees and Services.

(a) Audit Fees

The aggregate fees paid to the principal accountant for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or for services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements were $49,702 for the fiscal year ended August 31, 2018 and $49,863 for the fiscal year ended August 31, 2017.

(b) Audit-Related Fees

There were no fees paid to the principal accountant for assurance and related services rendered by the principal accountant to the registrant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of Item 4.

There were no fees paid to the principal accountant for assurance and related services rendered by the principal accountant to the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant that are reasonably related to the performance of the audit of their financial statements.

(c) Tax Fees


There were no fees paid to the principal accountant for professional services rendered by the principal accountant to the registrant for tax compliance, tax advice and tax planning.

The aggregate fees paid to the principal accountant for professional services rendered by the principal accountant to the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant for tax compliance, tax advice and tax planning were $5,000 for the fiscal year ended August 31, 2018 and $0 for the fiscal year ended August 31, 2017. The services for which these fees were paid included tax consulting services related to the operating agreement and term sheet for the launch of a new fund.

(d) All Other Fees

The aggregate fees paid to the principal accountant for products and services rendered by the principal accountant to the registrant, other than the services reported in paragraphs (a)-(c) of Item 4 were $72 for the fiscal year ended August 31, 2018 and $0 for the fiscal year ended August 31, 2017. The services for which these fees were paid included review of materials provided to the fund Board in connection with the investment management contract renewal process.

The aggregate fees paid to the principal accountant for products and services rendered by the principal accountant to the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant, other than the services reported in paragraphs (a)-(c) of Item 4 were $16,500 for the fiscal year ended August 31, 2018 and $0 for the fiscal year ended August 31, 2017. The services for which these fees were paid included assets under management certification, and the issuance of an Auditors’ Certificate for South Korean regulatory shareholder disclosures.

(e) (1) The registrant’s audit committee is directly responsible for approving the services to be provided by the auditors, including:

(i)    pre-approval of all audit and audit related services;

(ii)    pre-approval of all non-audit related services to be provided to the Fund by the auditors;

(iii)    pre-approval of all non-audit related services to be provided to the registrant by the auditors to the registrant’s investment adviser or to any entity that controls, is controlled by or is under common control with the registrant’s investment adviser and that provides ongoing services to the registrant where the non-audit services relate directly to the operations or financial reporting of the registrant; and

(iv)    establishment by the audit committee, if deemed necessary or appropriate, as an alternative to committee pre-approval of services to be provided by the auditors, as required by paragraphs (ii) and (iii) above, of policies and procedures to permit such services to be pre-approved by other means, such as through establishment of guidelines or by action of a designated member or members of the committee; provided the policies and procedures are detailed as to the


particular service and the committee is informed of each service and such policies and procedures do not include delegation of audit committee responsibilities, as contemplated under the Securities Exchange Act of 1934, to management; subject, in the case of (ii) through (iv), to any waivers, exceptions or exemptions that may be available under applicable law or rules.

(e) (2) None of the services provided to the registrant described in paragraphs (b)-(d) of Item 4 were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of regulation S-X.

(f) No disclosures are required by this Item 4(f).

(g) The aggregate non-audit fees paid to the principal accountant for services rendered by the principal accountant to the registrant and the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant were $21,572 for the fiscal year ended August 31, 2018 and $0 for the fiscal year ended August 31, 2017.

(h) The registrant’s audit committee of the board has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.

 

Item 5.

Audit Committee of Listed Registrants.

Members of the Audit Committee are: Mary C. Choksi, J. Michael Luttig, Larry D. Thompson and John B. Wilson.

 

Item 6.

Schedule of Investments.        N/A

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

The board of trustees of the Fund has delegated the authority to vote proxies related to the portfolio securities held by the Fund to the Fund’s investment manager Franklin Advisers, Inc. in accordance with the Proxy Voting Policies and Procedures (Policies) adopted by the investment manager.

The investment manager has delegated its administrative duties with respect to the voting of proxies for securities to the Proxy Group within Franklin Templeton Companies, LLC (Proxy Group), an affiliate and wholly owned subsidiary of Franklin Resources, Inc. All proxies received by the Proxy Group will be voted based upon the investment manager’s instructions and/or policies. The investment manager votes


proxies solely in the best interests of the Fund and its shareholders.

To assist it in analyzing proxies of equity securities, the investment manager subscribes to Institutional Shareholder Services, Inc. (ISS), an unaffiliated third-party corporate governance research service that provides in-depth analyses of shareholder meeting agendas, vote recommendations, vote execution services, ballot reconciliation services, recordkeeping and vote disclosure services. In addition, the investment manager subscribes to Glass, Lewis & Co., LLC (Glass Lewis), an unaffiliated third-party analytical research firm, to receive analyses and vote recommendations on the shareholder meetings of publicly held U.S. companies, as well as a limited subscription to its international research. Also, the investment manager has a supplemental subscription to Egan-Jones Proxy Services (Egan-Jones), an unaffiliated third party proxy advisory firm, to receive analyses and vote recommendations. Although analyses provided by ISS, Glass Lewis, Egan-Jones, and/or another independent third party proxy service provider (each a Proxy Service) are thoroughly reviewed and considered in making a final voting decision, the investment manager does not consider recommendations from a Proxy Service or any third party to be determinative of the investment manager’s ultimate decision. Rather, the investment manager exercises its independent judgment in making voting decisions. For most proxy proposals, the investment manager’s evaluation should result in the same position being taken for all Funds. In some cases, however, the evaluation may result in a Fund voting differently, depending upon the nature and objective of the Fund, the composition of its portfolio and other factors. As a matter of policy, the officers, directors/trustees and employees of the investment manager and the Proxy Group will not be influenced by outside sources whose interests conflict with the interests of the Fund and its shareholders. Efforts are made to resolve all conflicts in the best interests of the investment manager’s clients. Material conflicts of interest are identified by the Proxy Group based upon analyses of client, distributor, broker-dealer and vendor lists, information periodically gathered from directors and officers, and information derived from other sources, including public filings. In situations where a material conflict of interest is identified, the Proxy Group may vote consistent with the voting recommendation of a Proxy Service; or send the proxy directly to the Fund’s board or a committee of the board with the investment manager’s recommendation regarding the vote for approval.

Where a material conflict of interest has been identified, but the items on which the investment manager’s vote recommendations differ from a Proxy Service and relate specifically to (1) shareholder proposals regarding social or environmental issues, (2) “Other Business” without describing the matters that might be considered, or (3) items the investment manager wishes to vote in opposition to the recommendations of an issuer’s management, the Proxy Group may defer to the vote recommendations of the investment manager rather than sending the proxy directly to the Fund’s board or a board committee for approval.

To avoid certain potential conflicts of interest, the investment manager will employ echo voting, if possible, in the following instances: (1) when the Fund invests in an underlying fund in reliance on any one of Sections 12(d) (1) (E), (F), or (G) of the 1940 Act, the rules thereunder, or pursuant to a SEC exemptive order thereunder; (2)


when the Fund invests uninvested cash in affiliated money market funds pursuant to the rules under the 1940 Act or any exemptive orders thereunder (“cash sweep arrangement”); or (3) when required pursuant to the Fund’s governing documents or applicable law. Echo voting means that the investment manager will vote the shares in the same proportion as the vote of all of the other holders of the underlying fund’s shares.

The recommendation of management on any issue is a factor that the investment manager considers in determining how proxies should be voted. However, the investment manager does not consider recommendations from management to be determinative of the investment manager’s ultimate decision. As a matter of practice, the votes with respect to most issues are cast in accordance with the position of the company’s management. Each issue, however, is considered on its own merits, and the investment manager will not support the position of the company’s management in any situation where it deems that the ratification of management’s position would adversely affect the investment merits of owning that company’s shares.

Engagement with issuers. The investment manager believes that engagement with issuers is important to good corporate governance and to assist in making proxy voting decisions. The investment manager may engage with issuers to discuss specific ballot items to be voted on in advance of an annual or special meeting to obtain further information or clarification on the proposals. The investment manager may also engage with management on a range of environmental, social or corporate governance issues throughout the year.

Investment manager’s proxy voting policies and principles The investment manager has adopted general proxy voting guidelines, which are summarized below. These guidelines are not an exhaustive list of all the issues that may arise and the investment manager cannot anticipate all future situations. In all cases, each proxy and proposal (including both management and shareholder proposals) will be considered based on the relevant facts and circumstances on a case-by-case basis.

Board of directors. The investment manager supports an independent, diverse board of directors, and prefers that key committees such as audit, nominating, and compensation committees be comprised of independent directors. The investment manager supports boards with strong risk management oversight. The investment manager will generally vote against management efforts to classify a board and will generally support proposals to declassify the board of directors. The investment manager will consider withholding votes from directors who have attended less than 75% of meetings without a valid reason. While generally in favor of separating Chairman and CEO positions, the investment manager will review this issue as well as proposals to restore or provide for cumulative voting on a case-by-case basis, taking into consideration factors such as the company’s corporate governance guidelines or provisions and performance. The investment manager generally will support non-binding shareholder proposals to require a majority vote standard for the election of directors; however, if these proposals are binding, the investment manager will give careful review on a case-by-case basis of the potential ramifications of such implementation.


In the event of a contested election, the investment manager will review a number of factors in making a decision including management’s track record, the company’s financial performance, qualifications of candidates on both slates, and the strategic plan of the dissidents and/or shareholder nominees.

Ratification of auditors of portfolio companies. The investment manager will closely scrutinize the independence, role and performance of auditors. On a case-by-case basis, the investment manager will examine proposals relating to non-audit relationships and non-audit fees. The investment manager will also consider, on a case-by-case basis, proposals to rotate auditors, and will vote against the ratification of auditors when there is clear and compelling evidence of a lack of independence, accounting irregularities or negligence. The investment manager may also consider whether the ratification of auditors has been approved by an appropriate audit committee that meets applicable composition and independence requirements.

Management and director compensation. A company’s equity-based compensation plan should be in alignment with the shareholders’ long-term interests. The investment manager believes that executive compensation should be directly linked to the performance of the company. The investment manager evaluates plans on a case-by-case basis by considering several factors to determine whether the plan is fair and reasonable, including the ISS quantitative model utilized to assess such plans and/or the Glass Lewis evaluation of the plans. The investment manager will generally oppose plans that have the potential to be excessively dilutive, and will almost always oppose plans that are structured to allow the repricing of underwater options, or plans that have an automatic share replenishment “evergreen” feature. The investment manager will generally support employee stock option plans in which the purchase price is at least 85% of fair market value, and when potential dilution is 10% or less.

Severance compensation arrangements will be reviewed on a case-by-case basis, although the investment manager will generally oppose “golden parachutes” that are considered to be excessive. The investment manager will normally support proposals that require a percentage of directors’ compensation to be in the form of common stock, as it aligns their interests with those of shareholders.

The investment manager will review non-binding say-on-pay proposals on a case-by-case basis, and will generally vote in favor of such proposals unless compensation is misaligned with performance and/or shareholders’ interests, the company has not provided reasonably clear disclosure regarding its compensation practices, or there are concerns with the company’s remuneration practices.

Anti-takeover mechanisms and related issues. The investment manager generally opposes anti-takeover measures since they tend to reduce shareholder rights. However, as with all proxy issues, the investment manager conducts an independent review of each anti-takeover proposal. On occasion, the investment manager may vote with management when the research analyst has concluded that the proposal is not onerous and would not harm the Fund or its shareholders’ interests. The investment manager generally supports proposals that require shareholder rights’


plans (“poison pills”) to be subject to a shareholder vote and will closely evaluate such plans on a case-by-case basis to determine whether or not they warrant support. In addition, the investment manager will generally vote against any proposal to issue stock that has unequal or subordinate voting rights. The investment manager generally opposes any supermajority voting requirements as well as the payment of “greenmail.” The investment manager generally supports “fair price” provisions and confidential voting. The investment manager will review a company’s proposal to reincorporate to a different state or country on a case-by-case basis taking into consideration financial benefits such as tax treatment as well as comparing corporate governance provisions and general business laws that may result from the change in domicile.

Changes to capital structure. The investment manager realizes that a company’s financing decisions have a significant impact on its shareholders, particularly when they involve the issuance of additional shares of common or preferred stock or the assumption of additional debt. The investment manager will review, on a case-by-case basis, proposals by companies to increase authorized shares and the purpose for the increase. The investment manager will generally not vote in favor of dual-class capital structures to increase the number of authorized shares where that class of stock would have superior voting rights. The investment manager will generally vote in favor of the issuance of preferred stock in cases where the company specifies the voting, dividend, conversion and other rights of such stock and the terms of the preferred stock issuance are deemed reasonable. The investment manager will review proposals seeking preemptive rights on a case-by-case basis.

Mergers and corporate restructuring. Mergers and acquisitions will be subject to careful review by the research analyst to determine whether they would be beneficial to shareholders. The investment manager will analyze various economic and strategic factors in making the final decision on a merger or acquisition. Corporate restructuring proposals are also subject to a thorough examination on a case-by-case basis.

Environmental and social issues. The investment manager considers environmental and social issues alongside traditional financial measures to provide a more comprehensive view of the value, risk and return potential of an investment. Companies may face significant financial, legal and reputational risks resulting from poor environmental and social practices, or negligent oversight of environmental or social issues. Franklin Templeton’s “Responsible Investment Principles and Policies” describes the investment manager’s approach to consideration of environmental, social and governance issues within the investment manager’s processes and ownership practices.

In the investment manager’s experience, those companies that are managed well are often effective in dealing with the relevant environmental and social issues that pertain to their business. As such, the investment manager will generally give management discretion with regard to environmental and social issues. However, in cases where management and the board have not demonstrated adequate efforts to mitigate material environmental or social risks, have engaged in


inappropriate or illegal conduct, or have failed to adequately address current or emergent risks that threaten shareholder value, the investment manager may choose to support well-crafted shareholder proposals that serve to promote or protect shareholder value. This may include seeking appropriate disclosure regarding material environmental and social issues. The investment manager will review shareholder proposals on a case-by-case basis and may support those that serve to enhance value or mitigate risk, are drafted appropriately, and do not disrupt the course of business or require a disproportionate or inappropriate use of company resources.

The investment manager will consider supporting a shareholder proposal seeking disclosure and greater board oversight of lobbying and corporate political contributions if the investment manager believes that there is evidence of inadequate oversight by the company’s board, if the company’s current disclosure is significantly deficient, or if the disclosure is notably lacking in comparison to the company’s peers.

Governance matters. The investment manager generally supports the right of shareholders to call special meetings and act by written consent. However, the investment manager will review such shareholder proposals on a case-by-case basis in an effort to ensure that such proposals do not disrupt the course of business or require a disproportionate or inappropriate use of company resources.

Proxy access. In cases where the investment manager is satisfied with company performance and the responsiveness of management, it will generally vote against shareholder proxy access proposals not supported by management. In other instances, the investment manager will consider such proposals on a case-by-case basis, taking into account factors such as the size of the company, ownership thresholds and holding periods, nomination limits (e.g., number of candidates that can be nominated), the intentions of the shareholder proponent, and shareholder base.

Global corporate governance. Many of the tenets discussed above are applied to the investment manager’s proxy voting decisions for international investments. However, the investment manager must be flexible in these worldwide markets. Principles of good corporate governance may vary by country, given the constraints of a country’s laws and acceptable practices in the markets. As a result, it is on occasion difficult to apply a consistent set of governance practices to all issuers. As experienced money managers, the investment manager’s analysts are skilled in understanding the complexities of the regions in which they specialize and are trained to analyze proxy issues germane to their regions.

The investment manager will generally attempt to process every proxy it receives for all domestic and foreign securities. However, there may be situations in which the investment manager may be unable to successfully vote a proxy, or may choose not to vote a proxy, such as where: (i) a proxy ballot was not received from the custodian bank; (ii) a meeting notice was received too late; (iii) there are fees imposed upon the exercise of a vote and it is determined that such fees outweigh the benefit of voting; (iv) there are legal encumbrances to voting, including blocking restrictions in certain markets that preclude the ability to dispose of a security if the investment manager


votes a proxy or where the investment manager is prohibited from voting by applicable law, economic or other sanctions, or other regulatory or market requirements, including but not limited to, effective Powers of Attorney; (v) additional documentation or the disclosure of beneficial owner details is required; (vi) the investment manager held shares on the record date but has sold them prior to the meeting date; (vii) a proxy voting service is not offered by the custodian in the market; (viii) due to either system error or human error, the investment manager’s intended vote is not correctly submitted; (ix) the investment manager believes it is not in the best interest of the Fund or its shareholders to vote the proxy for any other reason not enumerated herein; or (x) a security is subject to a securities lending or similar program that has transferred legal title to the security to another person.

In some non-U.S. jurisdictions, even if the investment manager uses reasonable efforts to vote a proxy on behalf of the Fund, such vote or proxy may be rejected because of (a) operational or procedural issues experienced by one or more third parties involved in voting proxies in such jurisdictions; (b) changes in the process or agenda for the meeting by the issuer for which the investment manager does not have sufficient notice; or (c) the exercise by the issuer of its discretion to reject the vote of the investment manager. In addition, despite the best efforts of the Proxy Group and its agents, there may be situations where the investment manager’s votes are not received, or properly tabulated, by an issuer or the issuer’s agent.

The investment manager or its affiliates may, on behalf of one or more of the proprietary registered investment companies advised by the investment manager or its affiliates, determine to use its best efforts to recall any security on loan where the investment manager or its affiliates (a) learn of a vote on a material event that may affect a security on loan and (b) determine that it is in the best interests of such proprietary registered investment companies to recall the security for voting purposes.

Procedures for meetings involving fixed income securities. From time to time, certain custodians may process events for fixed income securities through their proxy voting channels rather than corporate action channels for administrative convenience. In such cases, the Proxy Group will receive ballots for such events on the ISS voting platform. The Proxy Group will solicit voting instructions from the investment manager for each Fund involved. If the Proxy Group does not receive voting instructions from the investment manager, the Proxy Group will take no action on the event. The investment manager may be unable to vote a proxy for a fixed income security, or may choose not to vote a proxy, for the reasons described under the section entitled “Proxy Procedures.”

The Proxy Group will monitor such meetings involving fixed income securities for conflicts of interest in accordance with these procedures for fixed income securities. If a fixed income issuer is flagged as a potential conflict of interest, the investment manager may nonetheless vote as it deems in the best interests of the Fund. The investment manager will report such decisions on an annual basis to the Fund board as may be required.

Shareholders may view the 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 33301-1923, Attention: Proxy Group. Copies of the Fund’s proxy voting records are available online at franklintempleton.com and posted on the SEC website at www.sec.gov. The proxy voting records are updated each year by August 31 to reflect the most recent 12-month period ended June 30.

 

Item 8.

Portfolio Managers of Closed-End Management Investment Companies.

(a) (1) As of October 26, 2018, the portfolio managers of the Fund is as follows:

CHRISTOPHER J. MOLUMPHY CFA, Director and Executive Vice President of Advisers

Mr. Molumphy has been a portfolio manager of the Fund since 1991. He has primary responsibility for the investments of the Fund. Mr. Molumphy has final authority over all aspects of the Fund’s investment portfolio, including but not limited to, purchases and sales of individual securities, portfolio risk assessment, and the management of daily cash balances in accordance with anticipated management requirements. The degree to which he may perform these functions, and the nature of these functions, may change from time to time. He joined Franklin Templeton Investments in 1988.

GLENN I. VOYLES CFA, Vice President of Advisers

Mr. Voyles has been a manager of the Fund since 1999, providing research and advice on the purchases and sales of individual securities, and portfolio risk assessment for the global income component of the Fund. He joined Franklin Templeton Investments in 1993.

CFA and Chartered Financial Analyst are trademarks owned by CFA Institute.

(a) (2) This section reflects information about the portfolio managers as of the fiscal year ended August 31, 2018.

The following table shows the number of other accounts managed by each portfolio manager and the total assets in the accounts managed within each category:

 

Name

   Number of
Other
Registered
Investment
Companies
Managed1
     Assets of
Other
Registered
Investment
Companies
Managed
(x  $1
million)1
     Number of
Other
Pooled
Investment
Vehicles
Managed1
     Assets of
Other
Pooled
Investment
Vehicles
Managed
(x $1
million)1
     Number of
Other
Accounts
Managed1
     Assets
of Other
Accounts
Managed
(x $1
million)1
 

Christopher J. Molumphy

     10        19,637.0        3        1,101.6        5        2.8  

Glenn I. Voyles

     3        3,712.9        5        2,103.0        8        703.2  

 

1.

The various pooled investment vehicles and accounts listed are managed by a team


 

of investment professionals. Accordingly, the individual managers listed would not be solely responsible for managing such listed amounts.

Portfolio managers that provide investment services to the Fund may also provide services to a variety of other investment products, including other funds, institutional accounts and private accounts. The advisory fees for some of such other products and accounts may be different than that charged to the Fund and may include performance based compensation (as noted, in the chart above, if any). This may result in fees that are higher (or lower) than the advisory fees paid by the Fund. As a matter of policy, each fund or account is managed solely for the benefit of the beneficial owners thereof. As discussed below, the separation of the trading execution function from the portfolio management function and the application of objectively based trade allocation procedures help to mitigate potential conflicts of interest that may arise as a result of the portfolio managers managing accounts with different advisory fees.

Conflicts. The management of multiple funds, including the Fund, and accounts may also give rise to potential conflicts of interest if the funds and other accounts have different objectives, benchmarks, time horizons, and fees as the portfolio manager must allocate his or her time and investment ideas across multiple funds and accounts. The investment manager seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most other accounts managed by a portfolio manager are managed using the same investment strategies that are used in connection with the management of the Fund. Accordingly, portfolio holdings, position sizes, and industry and sector exposures tend to be similar across similar portfolios, which may minimize the potential for conflicts of interest. As noted above, the separate management of the trade execution and valuation functions from the portfolio management process also helps to reduce potential conflicts of interest. However, securities selected for funds or accounts other than the Fund may outperform the securities selected for the Fund. Moreover, if a portfolio manager identifies a limited investment opportunity that may be suitable for more than one fund or other account, the Fund may not be able to take full advantage of that opportunity due to an allocation of that opportunity across all eligible funds and other accounts. The investment manager seeks to manage such potential conflicts by using procedures intended to provide a fair allocation of buy and sell opportunities among funds and other accounts.

The structure of a portfolio manager’s compensation may give rise to potential conflicts of interest. A portfolio manager’s base pay and bonus tend to increase with additional and more complex responsibilities that include increased assets under management. As such, there may be an indirect relationship between a portfolio manager’s marketing or sales efforts and his or her bonus.

Finally, the management of personal accounts by a portfolio manager may give rise to potential conflicts of interest. While the funds and the manager have adopted a code of ethics which they believe contains provisions reasonably necessary to prevent a wide range of prohibited activities by portfolio managers and others with respect to their personal trading activities, there can be no assurance that the code of


ethics addresses all individual conduct that could result in conflicts of interest.

The manager and the Fund have adopted certain compliance procedures that are designed to address these, and other, types of conflicts. However, there is no guarantee that such procedures will detect each and every situation where a conflict arises.

Compensation. The investment manager seeks to maintain a compensation program that is competitively positioned to attract, retain and motivate top-quality investment professionals. Portfolio managers receive a base salary, a cash incentive bonus opportunity, an equity compensation opportunity, and a benefits package. Portfolio manager compensation is reviewed annually and the level of compensation is based on individual performance, the salary range for a portfolio manager’s level of responsibility and Franklin Templeton guidelines. Portfolio managers are provided no financial incentive to favor one fund or account over another. Each portfolio manager’s compensation consists of the following three elements:

Base salary Each portfolio manager is paid a base salary.

Annual bonus Annual bonuses are structured to align the interests of the portfolio manager with those of the Fund’s shareholders. Each portfolio manager is eligible to receive an annual bonus. Bonuses generally are split between cash (50% to 65%) and restricted shares of Resources stock (17.5% to 25%) and mutual fund shares (17.5% to 25%). The deferred equity-based compensation is intended to build a vested interest of the portfolio manager in the financial performance of both Resources and mutual funds advised by the investment manager. The bonus plan is intended to provide a competitive level of annual bonus compensation that is tied to the portfolio manager achieving consistently strong investment performance, which aligns the financial incentives of the portfolio manager and Fund shareholders. The Chief Investment Officer of the investment manager and/or other officers of the investment manager, with responsibility for the Fund, have discretion in the granting of annual bonuses to portfolio managers in accordance with Franklin Templeton guidelines. The following factors are generally used in determining bonuses under the plan:

 

   

Investment performance. Primary consideration is given to the historic investment performance of all accounts managed by the portfolio manager over the 1, 3 and 5 preceding years measured against risk benchmarks developed by the fixed income management team. The pre-tax performance of each fund managed is measured relative to a relevant peer group and/or applicable benchmark as appropriate.

 

   

Non-investment performance. The more qualitative contributions of the portfolio manager to the investment manager’s business and the investment management team, including business knowledge, productivity, customer service, creativity, and contribution to team goals, are evaluated in determining the amount of any bonus award.


   

Responsibilities. The characteristics and complexity of funds managed by the portfolio manager are factored in the investment manager’s appraisal.

Additional long-term equity-based compensation Portfolio managers may also be awarded restricted shares or units of Resources stock or restricted shares or units of one or more mutual funds. Awards of such deferred equity-based compensation typically vest over time, so as to create incentives to retain key talent.

Portfolio managers also participate in benefit plans and programs available generally to all employees of the investment manager.

Ownership of Fund shares. The investment manager has a policy of encouraging portfolio managers to invest in the funds they manage. Exceptions arise when, for example, a fund is closed to new investors or when tax considerations or jurisdictional constraints cause such an investment to be inappropriate for the portfolio manager. The following is the dollar range of Fund shares beneficially owned by the portfolio manager (such amounts may change from time to time):

 

Portfolio Manager

   Dollar Range of Fund
Shares Beneficially
Owned

Christopher J. Molumphy

   None

Glenn I. Voyles

   None

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.        N/A

 

Item 10.

Submission of Matters to a Vote of Security Holders.

There have been no changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees that would require disclosure herein.

 

Item 11.

Controls and Procedures.

(a)    Evaluation of Disclosure Controls and Procedures. The Registrant maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Registrant’s filings under the Securities Exchange Act of 1934 and the Investment Company Act of 1940 is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission. Such information is accumulated and communicated to the Registrant’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The Registrant’s management, including the principal executive officer and the principal financial officer, recognizes that any set of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.


Within 90 days prior to the filing date of this Shareholder Report on Form N-CSR, the Registrant had carried out an evaluation, under the supervision and with the participation of the Registrant’s management, including the Registrant’s principal executive officer and the Registrant’s principal financial officer, of the effectiveness of the design and operation of the Registrant’s disclosure controls and procedures. Based on such evaluation, the Registrant’s principal executive officer and principal financial officer concluded that the Registrant’s disclosure controls and procedures are effective.

(b)    Changes in Internal Controls. There have been no changes in the Registrant’s internal controls or in other factors that could materially affect the internal controls over financial reporting subsequent to the date of their evaluation in connection with the preparation of this Shareholder Report on Form N-CSR.

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 Gaston Gardey, Chief Financial Officer and Chief Accounting Officer

(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Matthew T. Hinkle, Chief Executive Officer - Finance and Administration, and Gaston Gardey, Chief Financial Officer and Chief Accounting Officer


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

FRANKLIN UNIVERSAL TRUST
By  

/s/ MATTHEW T. HINKLE

  Matthew T. Hinkle
  Chief Executive Officer - Finance and Administration
Date: October 25, 2018

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: October 25, 2018
By  

/s/ GASTON GARDEY

  Gaston Gardey
  Chief Financial Officer and Chief Accounting Officer
Date: October 25, 2018