N-CSR 1 d827773dncsr.htm FRANKLIN UNIVERSAL TRUST 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: 8/31/19

 

 

 


Item 1.

Reports to Stockholders.

 


LOGO


 

Internet Delivery of Fund Reports Unless You Request Paper Copies: Effective January 1, 2021, as permitted by the SEC, paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request them from the Fund or your financial intermediary. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. If you have not signed up for electronic delivery, we would encourage you to join fellow shareholders who have. You may elect to receive shareholder reports and other communications electronically from the Fund by calling (800) 416-5585 or by contacting your financial intermediary.

You may elect to continue to receive paper copies of all your future shareholder reports free of charge by contacting your financial intermediary or, if you invest directly with a Fund, calling (800) 416-5585 to let the Fund know of your request. Your election to receive reports in paper will apply to all funds held in your account.


FRANKLIN TEMPLETON

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

     18  

Notes to Financial Statements

     22  
Report of Independent Registered Public Accounting Firm      29  

Tax Information

     30  

Annual Meeting of Shareholders

     31  

Dividend Reinvestment and Cash Purchase Plan

     33  

Board Members and Officers

     35  

Shareholder Information

     40  

 

    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, 2019.

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 +12.40% based on net asset value and +15.02% based on market price, as shown in the Performance Summary on page 5. For comparison, the Credit Suisse (CS) High Yield Index 12 month cumulative total return, which is designed to mirror the investable universe of the U.S. dollar-denominated high-yield debt market, posted a +6.09% total return,1 and utilities stocks, as measured by the Standard & Poor’s® (S&P®) 500 Utilities Index 12 month cumulative total return, which tracks all electric utility stocks in the broad S&P 500® Index, posted a total return of +21.18% 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 ended August 31, 2019. After moderating for two consecutive quarters, the economy grew significantly faster in 2019’s first quarter. However, the economy moderated again in the second quarter, due to weakness in inventory investment, exports, housing investment and business investment. The manufacturing sector generally expanded during the period,

but contracted in August. The services sector continued to expand during the period. The unemployment rate decreased slightly from 3.8% in August 2018 to 3.7% at period-end.3 The annual inflation rate, as measured by the Consumer Price Index, decreased from 2.7% in August 2018 to 1.7% at period-end.3

The U.S. Federal Reserve (Fed) raised its target range for the federal funds rate by 0.25% at its September and December 2018 meetings, to 2.25%–2.50%. However, at its July 2019 meeting, the Fed lowered the federal funds target rate for the first time since December 2008, to 2.00%–2.25%, citing muted inflation pressures and the potential effects of global trade tensions on economic growth. Furthermore, the Fed ended its balance sheet normalization program earlier than previously indicated.

The 10-year Treasury yield, which moves inversely to its price, decreased during the period. The yield rose to multi-year highs several times in 2018 but fell to multi-year lows toward period-end. Concerns about political uncertainties in the U.S. and abroad, slower domestic and global economic growth, optimism the Fed would take a more accommodative approach to its monetary policy decisions and expectations of more stimulus from global central banks weighed on the Treasury yield at certain points during the period. However, several better-than-expected U.S. economic reports and periods of optimism about a potential U.S.-China trade deal supported the yield. Near period-end, the 10-year yield fell below certain short-term yields due to weaker economic data, escalating U.S. trade tensions with China and other trading partners, and the Fed’s recent monetary policy easing. Overall, the 10-year Treasury yield declined from 2.86% at the beginning of the period to 1.50% 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

 

 

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: Bureau of Labor Statistics.

See www.franklintempletondatasources.com for additional data provider information.

The dollar value, number of shares or principal amount, and names of all portfolio holdings are listed in the Fund’s Statement of Investments (SOI). The SOI begins on page 8.

 

     

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FRANKLIN UNIVERSAL TRUST

    

 

 

portfolio, we use fundamental research to invest in a diversified portfolio of 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

Despite bouts of heightened volatility, the Fund’s primary asset classes delivered positive results for the 12-month period under review. In the first four months of the period, September through December of 2018, high-yield corporate bonds and utility stocks both experienced meaningful declines as global growth worries, simmering trade tensions and slumping commodity prices overwhelmed financial markets and left few areas immune to the sell-off. During this initial time frame, the Fed’s move away from accommodative monetary policies created uncertainty over how aggressive it might be in hiking interest rates, representing a tipping point for investors as a lack of progress in U.S.-China trade talks obscured the market outlook. By December, concerns about a U.S. government shutdown amid partisan political rancor, as well as growing disarray surrounding plans for Britain to exit the European Union, reinforced a risk-off mood.

Portfolio Composition

8/31/19

 

     % of Total  
      Investments*  

Corporate Bonds

     62.3%  

 

 

Utilities Common Stocks

     31.1%  

 

 

Natural Resources Common Stocks

     0.7%  

 

 

Materials Common Stocks

     0.7%  

 

 

Asset-Backed Securities

     1.5%  

 

 

Marketplace Loans

     0.5%  

 

 

Preferred Stocks

     0.4%  

 

 

Escrows and Litigation Trusts**

     0.0%  

 

 

Short-Term Investments & Other Net Assets

     2.8%  

 

 

*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%.

While these themes weighed on performance across markets and reinforced a risk-off environment to end the year, 2019 brought a strong recovery to the upside thanks to a reversal for a number of trends. For example, more dovish comments from the Fed, a thawing of tensions for U.S.-China trade talks, and higher oil prices all combined to provide a much more favorable backdrop for our investment strategy, particularly in the first half of the calendar year. The Fund’s primary asset classes did experience some declines in May and June, as concerns around the effects of U.S.

trade tensions and other geopolitical risks created headwinds for performance and the return of a risk-on, risk-off environment. This contributed to a more muted, albeit positive return profile for the Fund as the period ended.

Top 10 Holdings*

Based on Total Investments**

8/31/19 vs. 8/31/18

 

Issuer    8/31/19  

NextEra Energy Inc.

     2.3%  

Sempra Energy

     2.3%  

American Electric Power Co. Inc.

     2.1%  

CMS Energy Corp.

     2.0%  

Dominion Energy Inc.

     1.9%  

Evergy Inc.

     1.9%  

Duke Energy Corp.

     1.5%  

Pinnacle West Capital Corp.

     1.5%  

Alliant Energy Corp.

     1.5%  

The Southern Co.

     1.4%  
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%  

*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

For the 12-month period under review, the Credit Suisse High Yield Index returned +6.09%. After returning -4.26% in the first four months of the period through December 2018, the index returned +6.18% over the first two months of 2019, lifting the overall return back into positive territory. Despite some additional bouts of volatility in the second half of the period, returns generally remained positive. However, we did observe more differentiation across ratings buckets as higher quality segments of the market outperformed. The

 

 

     
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FRANKLIN UNIVERSAL TRUST

    

 

 

BB-rated segment fared particularly well and led the way for the full-year period. Despite posting positive absolute results, the CCC rated segment underperformed the BB and B rated segments by meaningful margins for the period overall.

From a sector standpoint, issuers in the utility, cable and wireless, and gaming and leisure industries were notable outperformers. The financial services and housing industries also outperformed. Meanwhile, the energy sector was the most notable detractor, as oil prices generally weighed on this segment for the 12-month period overall.

Spreads over treasuries widened during the period, advancing from 374 basis points (bps) to 473 bps at period-end. Looking within the 12-month window in more detail, spread movement reflected the volatility that the market encountered at different points in time. For example, spreads peaked at 575 bps to end December and narrowed to a low of 413 bps in April as the market recovered, eventually giving back some ground and finishing the period at the aforementioned level of 473 bps.

We maintain a positive outlook on high-yield market fundamentals but remain committed to our credit selection discipline. Despite a few notable exceptions in recent months, high-yield default rates remain low and, in our view, should remain below long-term averages thanks to continued improvement in corporate fundamentals and a relatively healthy U.S. economy. However, we continue to believe that we are in the later stages of the economic cycle, and we remain wary of an array of political risks that could each exert their influence on the market at any point in time.

Utility Stocks

For the 12-month period under review, utilities stocks, as measured by the S&P 500, outperformed the overall market. The utilities portion of the S&P 500 returned +21.18% over the period, while the overall equity market returned +2.92%. Utilities stocks have benefited from generally slowing economic conditions. First, as discussed in the past, utilities stocks historically maintain a high degree of correlation with the direction of long-term bond yields given they generally tend to pay a majority percentage of their earnings in the form of dividends. With treasuries and corporate long-term yields declining significantly since August 2018, utilities stocks have responded with positive performance. Secondly, worries of global trade disputes and the impact of slowing economic indicators related to these disputes, have driven investors to defensive sectors such as electric and gas utilities, which have a smaller direct impact from reduced import/export activity. Overall, while economic forecasts continue to show mixed results, utilities stocks have

benefited on a relative basis to other sectors based on this economic uncertainty. Finally, utilities stocks continue to benefit from generally strong fundamental business performance. The industry passes through commodities prices such as natural gas directly onto customers, and customer bills have benefited the past several years from low commodity pricing. Also, capital investment opportunities remain robust for utilities as customer demand for better reliability and decreased carbon emissions is pushing capital budgets higher.

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

Sincerely,

 

LOGO   

 

LOGO

 

Glenn I. Voyles, CFA

Portfolio Manager

 

The foregoing information reflects our analysis, opinions and portfolio holdings as of August 31, 2019, 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.

 

 

     

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Performance Summary as of August 31, 2019

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 8/31/191

 

     Cumulative Total Return2             Average Annual Total Return2
     

        Based on 

NAV3

  

Based on 

market price4

        

Based on 

NAV3

  

Based on 

market price4

1-Year

   +12.40%     +15.02%          +12.40%     +15.02% 

5-Year

   +34.53%     +35.72%          +6.11%     +6.30% 

10-Year

   +162.82%     +177.79%          +10.15%     +10.76% 

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    8/31/19    8/31/18    Change

Net Asset Value (NAV)

   $8.57    $7.99    +$0.58

Market Price (NYSE)

   $7.37    $6.77    +$0.60

Distributions (9/1/18–8/31/19)

 

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 10/31/19. 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

 

Investments in Marketplace Loans

The Fund may invest a small portion of its total assets in loans originated through on-line marketplace lending platforms (Platform) that provide a marketplace for lending through the purchase of loans (either individually or in aggregations) (Marketplace Loans) and other types of marketplace lending instruments. The Fund’s investments in Marketplace Loans may include: (i) direct investments in Marketplace Loans to consumers, small- and mid-sized companies, and other borrowers; (ii) investments in notes or other pass-through obligations issued by a Platform representing the right to receive the principal and interest payments on a Marketplace Loan; (iii) investments in asset-backed securities representing ownership in a pool of Marketplace Loans; and (iv) investments in public or private investment funds that purchase Marketplace Loans.

Franklin Advisers, Inc. (Manager) will rely heavily on its own analysis of the credit quality and risks associated with individual debt obligations in an attempt to minimize credit risk and identify borrowers, issuers, industries or sectors that are undervalued or that offer attractive yields relative to the Manager’s assessment of their credit characteristics. The Fund’s success in achieving its investment objectives may depend more heavily on the Manager’s credit analysis than if the Fund invested solely in higher-quality and rated securities.

Marketplace Loans are subject to the risks associated with debt investments generally, including but not limited to, default, interest rate, credit, liquidity, high yield debt, enforcement, market and income risks. Marketplace Loans generally are not rated by rating agencies; are often unsecured; not guaranteed or insured by a third party; not backed by any governmental authority; and are highly risky and speculative investments similar to an investment in lower rated securities or high yield debt securities (also known as junk bonds). Investments in Marketplace Loans may be adversely affected if the Platform or a third-party service provider becomes unable or unwilling to fulfill its obligations in servicing the loans, although the Fund will attempt to mitigate this risk by having a backup servicer. The Fund may have limited information about the Marketplace Loans, and the information provided by the Platform regarding the loans and the borrowers’ credit information may be incomplete, inaccurate, outdated or fraudulent. Because Marketplace Loans are often illiquid, it may be difficult for the Fund to sell an investment in a Marketplace Loan before maturity at the price at which the Fund believes the loan should be valued.

 

Share Repurchase Program

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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Financial Highlights

 

            Year Ended August 31,         
      2019     2018     2017     2016     2015  

Per share operating performance

(for a share outstanding throughout the year)

          

Net asset value, beginning of year

     $7.99       $8.24       $7.67       $7.11       $8.34  

 

Income from investment operations:

          

  Net investment incomea

     0.38       0.39       0.38       0.39       0.45  

  Net realized and unrealized gains (losses)

     0.58       (0.26     0.57       0.64       (1.21

Total from investment operations

     0.96       0.13       0.95       1.03       (0.76

 

Less distributions from:

          

  Net investment income

     (0.38     (0.38     (0.38     (0.47     (0.47

Net asset value, end of year

     $8.57       $7.99       $8.24       $7.67       $7.11  

Market value, end of yearb

     $7.37       $6.77       $7.24       $6.84       $6.10  

Total return (based on market value per share)

     15.02%       (1.18)%       11.81%       20.76%       (11.57)%  

Ratios to average net assets

          

Expenses before waiver and payments by affiliates

     2.45%       1.98%       2.00%       2.13%       1.97%  

Expenses net of waiver and payments by affiliatesc

     2.44%       1.98%d       1.99%       2.12%       1.97%d  

Net investment income

     4.69%       4.91%       4.81%       5.48%       5.63%  

Supplemental data

          

Net assets, end of year (000’s)

     $215,292       $200,796       $206,965       $192,682       $178,747  

Portfolio turnover rate

     21.70%       22.96%       23.25%       21.13%       20.30%  

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

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

Asset coverage per $1,000 of debt

     $4,312       $4,089       $4,449       $4,211       $3,979  

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

     $2.59       $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, 2019

 

      Country      Shares/
Warrants
     Value  

Common Stocks and Other Equity Interests 42.2%

        

Energy 0.9%

        

a Amplify Energy Corp.

     United States        238      $ 1,418  
a,b Amplify Energy Corp., wts., 4/21/20      United States        2,311        12  

a Birch Permian Holdings Inc.

     United States        3,694        40,634  

a Birch Permian Holdings Inc.

     United States        28,796        313,157  

a Chaparral Energy Inc., A

     United States        5,868        7,804  
a,c Chaparral Energy Inc., A, 144A      United States        214        285  

Enbridge Inc.

     Canada        39,360        1,316,986  

a Goodrich Petroleum Corp.

     United States        19,379        205,224  

a Halcon Resources Corp.

     United States        52,355        6,005  

a Halcon Resources Corp., wts., 9/09/20

     United States        4,668        9  

a Riviera Resources Inc.

     United States        5,042        68,067  

a Roan Resources Inc.

     United States        5,272        5,957  
        

 

 

 
           1,965,558  
        

 

 

 

Materials 0.9%

        

BHP Group PLC, ADR

     United Kingdom        25,185        1,087,740  

Freeport-McMoRan Inc.

     United States        80,380        738,692  

South32 Ltd., ADR

     Australia        10,074        88,853  

a Verso Corp., A

     United States        3,330        33,999  

a Verso Corp., wts., 7/25/23

     United States        350        210  
        

 

 

 
           1,949,494  
        

 

 

 

Utilities 40.4%

        

Alliant Energy Corp.

     United States        80,000        4,196,000  

American Electric Power Co. Inc.

     United States        65,000        5,924,750  

CenterPoint Energy Inc.

     United States        122,800        3,400,332  

CMS Energy Corp.

     United States        90,000        5,674,500  

Consolidated Edison Inc.

     United States        40,000        3,556,000  

Dominion Energy Inc.

     United States        67,200        5,216,736  

DTE Energy Co.

     United States        30,000        3,889,800  

Duke Energy Corp.

     United States        46,060        4,271,604  

Edison International

     United States        36,000        2,601,720  

Entergy Corp.

     United States        30,000        3,385,200  

Evergy Inc.

     United States        80,000        5,200,000  

Exelon Corp.

     United States        80,000        3,780,800  

FirstEnergy Corp.

     United States        40,000        1,840,000  

NextEra Energy Inc.

     United States        30,000        6,572,400  

NiSource Inc.

     United States        60,000        1,773,000  

Pinnacle West Capital Corp.

     United States        44,800        4,269,888  

PPL Corp.

     United States        24,500        723,975  

Public Service Enterprise Group Inc.

     United States        45,000        2,721,150  

Sempra Energy

     United States        45,000        6,373,350  

The Southern Co.

     United States        68,250        3,976,245  

WEC Energy Group Inc.

     United States        40,000        3,830,800  

Xcel Energy Inc.

     United States        60,000        3,853,200  
        

 

 

 
           87,031,450  
        

 

 

 

Total Common Stocks and Other Equity Interests
(Cost $39,331,016)

           90,946,502  
        

 

 

 

 

     

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STATEMENT OF INVESTMENTS

 

 

      Country     Shares       Value  

Preferred Stocks (Cost $1,087,500) 0.6%

       

Utilities 0.6%

       

SCE Trust II, 5.10%, pfd

     United States       50,000      $ 1,196,000  
       

 

 

 
           Principal 
Amount*
        

Corporate Bonds 81.1%

       

Automobiles & Components 1.2%

       

c Adient U.S. LLC, senior secured note, 144A, 7.00%, 5/15/26

     United States     $ 1,900,000             1,947,500  

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

     United States       600,000         618,000  
       

 

 

 
          2,565,500  
       

 

 

 

Banks 1.0%

       

d JPMorgan Chase & Co.,

             

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

     United States       900,000         959,143  

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

     United States       1,100,000         1,099,175  
       

 

 

 
          2,058,318  
       

 

 

 

Capital Goods 7.3%

       

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

     United States       500,000         523,750  

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

     United States       600,000         594,000  

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

     United States       600,000         637,500  

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

     United States       300,000         323,250  

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

     United States       1,000,000         1,051,250  

c Harsco Corp., senior note, 144A, 5.75%, 7/31/27

     United States       1,300,000         1,350,375  

c HD Supply Inc., senior note, 144A, 5.375%, 10/15/26

     United States       600,000         642,120  

c Jeld-Wen Inc.,

             

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

     United States       300,000         291,750  

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

     United States       300,000         295,500  

c The Manitowoc Co. Inc., secured note, second lien, 144A, 9.00%, 4/01/26

     United States       1,000,000         997,500  

c NCI Building Systems Inc., senior secured note, 144A, 8.00%, 4/15/26

     United States       900,000         856,125  

c Stevens Holding Co. Inc., senior note, 144A, 6.125%, 10/01/26

     United States       1,200,000         1,254,000  

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

     United States       1,600,000         1,660,000  

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

     United States       1,700,000         1,731,994  

c TransDigm Inc., senior secured note, 144A, 6.25%, 3/15/26

     United States       1,700,000         1,838,091  

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

     United States       1,700,000         1,615,000  
       

 

 

 
          15,662,205  
       

 

 

 

Commercial & Professional Services 1.5%

       

United Rentals North America Inc.,

       

senior bond, 5.875%, 9/15/26

     United States       100,000         107,625  

senior bond, 5.50%, 5/15/27

     United States       500,000         538,380  

senior bond, 5.25%, 1/15/30

     United States       1,000,000         1,072,500  

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

     United States       1,800,000         1,404,000  
       

 

 

 
          3,122,505  
       

 

 

 

Consumer Durables & Apparel 2.5%

       

c Ashton Woods USA LLC/Ashton Woods Finance Co.,

       

senior note, 144A, 6.75%, 8/01/25

     United States       1,500,000         1,477,188  

senior note, 144A, 9.875%, 4/01/27

     United States       400,000         438,000  

 

     
franklintempleton.com    Annual Report         

9


FRANKLIN UNIVERSAL TRUST

STATEMENT OF INVESTMENTS

 

 

      Country    

Principal 

Amount*

     Value  

 

Corporate Bonds (continued)

       

Consumer Durables & Apparel (continued)

       

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

     United States     $ 1,000,000       $ 1,051,250  

c Taylor Morrison Communities Inc./Taylor Morrison Holdings II Inc., senior note, 144A, 5.625%, 3/01/24

     United States       600,000         633,000  

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

     United States       700,000         764,750  

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

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

 

 

 
              5,469,688  
       

 

 

 

Consumer Services 6.2%

       

c 1011778 BC ULC/New Red Finance Inc., senior secured note, first lien, 144A, 4.25%, 5/15/24

     Canada       900,000         930,636  

c 24 Hour Holdings III LLC, senior note, 144A, 8.00%, 6/01/22

     United States       1,800,000         1,629,000  

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

     United States       1,500,000         1,644,375  

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

     United States       1,500,000         1,601,250  

c Golden Nugget Inc.,

       

senior note, 144A, 6.75%, 10/15/24

     United States       1,100,000         1,127,500  

senior note, 144A, 8.75%, 10/01/25

     United States       600,000         630,750  

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

       

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

     United States       600,000         621,750  

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

     United States       600,000         636,000  

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

     Canada       1,600,000         1,702,000  

c Studio City Finance Ltd., senior note, 144A, 7.25%, 2/11/24

     Macau       1,300,000         1,363,375  

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

     United States       1,300,000         1,374,750  
       

 

 

 
          13,261,386  
       

 

 

 

Diversified Financials 2.3%

       

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

     United States       1,100,000         1,146,750  

c HAT Holdings I LLC/HAT Holdings II LLC, senior note, 144A, 5.25%, 7/15/24

     United States       800,000         844,800  

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

     United States       500,000         539,000  

 Navient Corp.,

       

senior note, 6.625%, 7/26/21

     United States       400,000         429,000  

senior note, 6.50%, 6/15/22

     United States       500,000         542,500  

senior note, 7.25%, 9/25/23

     United States       600,000         668,250  

 Springleaf Finance Corp., senior note, 6.625%, 1/15/28

     United States       700,000         770,000  
       

 

 

 
          4,940,300  
       

 

 

 

Energy 9.3%

       

c Aker BP ASA,

       

senior note, 144A, 4.75%, 6/15/24

     Norway       500,000        515,000  

senior note, 144A, 5.875%, 3/31/25

     Norway       500,000        526,413  

c Archrock Partners LP/Archrock Partners Finance Corp., senior note, 144A, 6.875%, 4/01/27

     United States       400,000        421,000  

California Resources Corp.,

       

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

     United States       515,000        296,125  

senior bond, 6.00%, 11/15/24

     United States       15,000        6,150  

senior note, 5.50%, 9/15/21

     United States       10,000        5,600  

 

     

10

         Annual Report    franklintempleton.com


FRANKLIN UNIVERSAL TRUST

STATEMENT OF INVESTMENTS

 

 

      Country     Principal 
Amount*
     Value  

 

Corporate Bonds (continued)

       

Energy (continued)

       

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

     United States     $ 800,000       $ 780,000  

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

     United States       800,000         746,000  

Cheniere Corpus Christi Holdings LLC,

       

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

     United States       600,000         693,750  

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

     United States       1,000,000         1,117,500  

Cheniere Energy Partners LP,

       

senior note, 5.625%, 10/01/26

     United States       700,000         742,000  

senior secured note, first lien, 5.25%, 10/01/25

     United States       1,200,000         1,245,000  

Chesapeake Energy Corp., senior note, 7.50%, 10/01/26

     United States       1,500,000         1,035,000  

Crestwood Midstream Partners LP/Crestwood Midstream Finance Corp.,

       

senior note, 6.25%, 4/01/23

     United States       500,000         511,250  

senior note, 5.75%, 4/01/25

     United States       800,000         822,000  

CSI Compressco LP/CSI Compressco Finance Inc.,

       

senior note, 7.25%, 8/15/22

     United States       1,300,000         1,157,000  

c senior secured note, first lien, 144A, 7.50%, 4/01/25

     United States       100,000         98,250  

Diamondback Energy Inc., senior note, 4.75%, 11/01/24

     United States       900,000         930,375  

Energy Transfer Operating LP, senior note, 7.50%, 10/15/20

     United States       1,200,000         1,264,755  

c,e EnQuest PLC, senior note, 144A, PIK, 7.00%, 4/15/22

     United Kingdom       688,666         547,947  

HighPoint Operating Corp., senior note, 8.75%, 6/15/25

     United States       1,700,000         1,555,500  

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

     United States       900,000         859,500  

c,e Murray Energy Corp., secured note, 1.5 lien, 144A, PIK, 12.00%, 4/15/24

     United States       757,734         101,148  

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

     United States       1,600,000         1,446,000  

f Sanchez Energy Corp.,

       

senior note, 7.75%, 6/15/21

     United States       800,000         39,000  

senior note, 6.125%, 1/15/23

     United States       100,000         4,625  

Sunoco LP/Sunoco Finance Corp.,

       

senior note, 4.875%, 1/15/23

     United States       700,000         717,500  

senior note, 6.00%, 4/15/27

     United States       1,000,000         1,055,000  

f Weatherford International Ltd.,

       

senior bond, 4.50%, 4/15/22

     United States       400,000         169,000  

senior note, 5.125%, 9/15/20

     United States       200,000         84,500  

senior note, 7.75%, 6/15/21

     United States       600,000         255,000  

senior note, 8.25%, 6/15/23

     United States       600,000         256,500  
       

 

 

 
          20,004,388  
       

 

 

 

Food & Staples Retailing 0.1%

       

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

     United States       300,000         312,375  
       

 

 

 

Food, Beverage & Tobacco 1.4%

       

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

     United States       1,200,000         1,221,360  

c Lamb Weston Holdings Inc., senior note, 144A, 4.625%, 11/01/24

     United States       700,000         735,287  

c Post Holdings Inc.,

       

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

     United States       800,000         837,000  

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

     United States       300,000         320,625  
       

 

 

 
          3,114,272  
       

 

 

 

 

     
franklintempleton.com    Annual Report         

11


FRANKLIN UNIVERSAL TRUST

STATEMENT OF INVESTMENTS

 

 

      Country    

Principal 

Amount*

     Value  

Corporate Bonds (continued)

       

Health Care Equipment & Services 6.0%

       

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

     United States     $ 700,000       $ 714,000  

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

     United States       1,700,000         1,821,635  

CHS/Community Health Systems Inc.,

       

senior note, 6.875%, 2/01/22

     United States       175,000         122,012  

c senior note, 144A, 8.125%, 6/30/24

     United States       718,000         549,270  

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

     United States       600,000         582,810  

HCA Inc.,

             

senior bond, 5.875%, 2/15/26

     United States       1,400,000         1,600,550  

senior bond, 5.875%, 2/01/29

     United States       600,000         691,500  

c MEDNAX Inc., senior note, 144A, 6.25%, 1/15/27

     United States       1,600,000         1,572,000  

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

     United States       1,300,000         1,168,453  
c,e Polaris Intermediate Corp., senior note, 144A, PIK, 8.50%, 12/01/22      United States       400,000         338,000  

 Tenet Healthcare Corp.,

       

senior note, 8.125%, 4/01/22

     United States       1,000,000         1,081,150  

c senior note, second lien, 144A, 6.25%, 2/01/27

     United States       1,000,000         1,038,750  

 WellCare Health Plans Inc.,

       

senior note, 5.25%, 4/01/25

     United States       1,100,000         1,155,880  

c senior note, 144A, 5.375%, 8/15/26

     United States       500,000         534,375  
       

 

 

 
          12,970,385  
       

 

 

 

Household & Personal Products 0.4%

       

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

     United States       900,000         947,250  
       

 

 

 

Insurance 0.5%

       

CNO Financial Group Inc., senior note, 5.25%, 5/30/29

     United States       1,000,000         1,107,500  
       

 

 

 

Materials 11.0%

             

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

     Luxembourg       400,000         414,000  

 The Chemours Co., senior note, 5.375%, 5/15/27

     United States       200,000         178,500  

 Crown Americas LLC/Crown Americas Capital Corp. VI, senior note, 4.75%, 2/01/26

     United States       700,000         736,750  

c Element Solutions Inc., senior note, 144A, 5.875%, 12/01/25

     United States       1,000,000         1,050,000  

c First Quantum Minerals Ltd.,

       

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

     Zambia       600,000         567,000  

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

     Zambia       800,000         712,000  

c FMG Resources (August 2006) Pty. Ltd.,

       

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

     Australia       800,000         827,000  

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

     Australia       400,000         417,000  

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

     United States       1,000,000         953,750  

c Mauser Packaging Solutions Holding Co., senior note, 144A, 7.25%, 4/15/25

     United States       1,800,000         1,725,750  

c Neon Holdings Inc., senior note, 144A, 10.125%, 4/01/26

     United States       1,200,000         1,179,000  

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

     United States       900,000         925,200  

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

     Canada       700,000         630,000  

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

     Canada       400,000         264,000  

c Novelis Corp.,

       

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

     United States       500,000         529,375  

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

     United States       700,000         735,000  

 

     

12

         Annual Report    franklintempleton.com


FRANKLIN UNIVERSAL TRUST

STATEMENT OF INVESTMENTS

 

 

      Country    

Principal 

Amount*

     Value  

Corporate Bonds (continued)

       

Materials (continued)

       

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

     Netherlands     $ 500,000      $ 527,500  

c Owens-Brockway Glass Container Inc.,

       

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

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

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

     United States       500,000        534,375  

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

     United States       1,700,000        1,555,500  

c Rain CII Carbon LLC/CII Carbon Corp., senior note, second lien, 144A, 7.25%, 4/01/25

     United States       900,000        850,500  

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

       

c senior note, 144A, 7.00%, 7/15/24

     United States       200,000        207,125  

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

     United States       484,554        486,371  

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

     United States       1,000,000        1,030,550  

c Sealed Air Corp.,

       

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

     United States       200,000        217,500  

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

     United States       400,000        414,000  

Steel Dynamics Inc.,

       

senior bond, 5.50%, 10/01/24

     United States       900,000        929,700  

senior bond, 5.00%, 12/15/26

     United States       700,000        733,250  

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

     United States       1,700,000        1,616,062  

c TPC Group Inc., secured note, 144A, 10.50%, 8/01/24

     United States       600,000        633,000  

c Trivium Packaging Finance BV, senior note, 144A, 8.50%, 8/15/27

     Netherlands       1,000,000        1,077,500  
       

 

 

 
          23,684,758  
       

 

 

 

Media & Entertainment 11.0%

       

c Altice Luxembourg SA,

       

first lien, 144A, 10.50%, 5/15/27

     Luxembourg       1,700,000        1,844,500  

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

     Luxembourg       293,000        301,790  

 CCO Holdings LLC/CCO Holdings Capital Corp.,

       

senior bond, 5.25%, 9/30/22

     United States       1,700,000        1,720,187  

c senior bond, 144A, 5.75%, 2/15/26

     United States       700,000        742,875  

c senior bond, 144A, 5.375%, 6/01/29

     United States       1,000,000        1,071,250  

 Clear Channel Worldwide Holdings Inc.,

       

c first lien, senior secured note, 144A, 5.125%, 8/15/27

     United States       1,000,000        1,048,750  

senior note, 6.50%, 11/15/22

     United States       1,000,000        1,021,670  

c senior sub. note, 144A, 9.25%, 2/15/24

     United States       510,000        560,363  

 CSC Holdings LLC,

       

senior bond, 5.25%, 6/01/24

     United States       700,000        750,750  

c senior bond, 144A, 5.50%, 4/15/27

     United States       500,000        536,250  

senior note, 6.75%, 11/15/21

     United States       700,000        757,750  

c senior note, 144A, 7.50%, 4/01/28

     United States       300,000        339,000  

c senior secured note, first lien, 144A, 5.50%, 5/15/26

     United States       1,200,000        1,272,000  

c Diamond Sports Group LLC/Diamond Sports Finance Co.,

       

senior note, 144A, 6.625%, 8/15/27

     United States       700,000        735,000  

first lien, 144A, 5.375%, 8/15/26

     United States       600,000        631,500  

 DISH DBS Corp.,

       

senior bond, 5.875%, 7/15/22

     United States       700,000        727,125  

senior note, 7.75%, 7/01/26

     United States       1,100,000        1,086,250  

 

     
franklintempleton.com    Annual Report         

13


FRANKLIN UNIVERSAL TRUST

STATEMENT OF INVESTMENTS

 

 

      Country      Principal 
Amount*
     Value  

Corporate Bonds (continued)

        

Media & Entertainment (continued)

        

c Gray Escrow Inc., senior note, 144A, 7.00%, 5/15/27

     United States      $ 500,000       $ 548,600  

c iHeartCommunications Inc., senior secured note, first lien, 144A, 5.25%, 8/15/27

     United States        1,000,000         1,053,930  

Netflix Inc.,

        

senior bond, 5.875%, 2/15/25

     United States        1,100,000         1,216,875  

c senior bond, 144A, 5.375%, 11/15/29

     United States        300,000         327,000  

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

     United States        900,000         938,250  

c Nexstar Escrow Corp., senior note, 144A, 5.625%, 7/15/27

     United States        1,000,000         1,045,000  

c Scripps Escrow Inc., senior note, 144A, 5.875%, 7/15/27

     United States        600,000         606,750  

c Sirius XM Radio Inc.,

        

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

     United States        700,000         728,875  

senior note, 144A, 4.625%, 7/15/24

     United States        600,000         627,750  

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

     United States        800,000         803,800  

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

     United States        116,000         118,030  

c Virgin Media Secured Finance PLC, senior secured bond, first lien, 144A, 5.50%, 8/15/26

     United Kingdom        200,000        210,250  

c WMG Acquisition Corp., secured note, first lien, 144A, 5.00%, 8/01/23

     United States        200,000         205,750  
        

 

 

 
           23,577,870  
        

 

 

 

Pharmaceuticals, Biotechnology & Life Sciences 2.6%

        

c Bausch Health Americas Inc., senior note, 144A, 9.25%, 4/01/26

     United States        1,400,000         1,589,000  

c Bausch Health Cos. Inc.,

        

senior bond, 144A, 6.125%, 4/15/25

     United States        400,000         413,000  

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

     United States        200,000         211,732  

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

        

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

     United States        800,000         504,000  

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

     United States        819,000         544,635  

c Horizon Pharma USA Inc., senior note, 144A, 5.50%, 8/01/27

     United States        1,500,000         1,567,500  

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

     United States        700,000         724,500  
        

 

 

 
           5,554,367  
        

 

 

 

Real Estate 1.3%

        

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

     United States        1,400,000         1,449,000  

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

     United States        1,000,000         1,005,625  

MPT Operating Partnership LP/MPT Finance Corp., senior bond, 5.25%, 8/01/26

     United States        300,000         318,090  
        

 

 

 
           2,772,715  
        

 

 

 

Retailing 0.9%c

        

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

     United States        1,700,000         1,623,500  

c PetSmart Inc.,

        

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

     United States        100,000         93,500  

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

     United States        251,000         247,235  
        

 

 

 
           1,964,235  
        

 

 

 

Semiconductors & Semiconductor Equipment 1.2%

        

c Amkor Technology Inc., senior note, 144A, 6.625%, 9/15/27

     United States        1,000,000         1,093,730  

Qorvo Inc., senior note, 5.50%, 7/15/26

     United States        1,400,000         1,498,028  
        

 

 

 
           2,591,758  
        

 

 

 

 

     

14

         Annual Report    franklintempleton.com


FRANKLIN UNIVERSAL TRUST

STATEMENT OF INVESTMENTS

 

 

      Country      Principal 
Amount*
     Value  

Corporate Bonds (continued)

        

Software & Services 1.0%

        

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

     United States      $ 1,700,000       $ 1,734,000  

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

     United States        500,000         503,693  
        

 

 

 
           2,237,693  
        

 

 

 

Technology Hardware & Equipment 2.8%

        

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

     United States        1,542,000         1,495,740  

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

     United States        700,000         733,688  

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

     United States        1,700,000         1,530,000  

c Dell International LLC/EMC Corp.,

        

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

     United States        200,000         203,376  

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

     United States        200,000         210,845  

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

     United States        200,000         225,892  

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

     United States        1,600,000         1,651,680  
        

 

 

 
           6,051,221  
        

 

 

 

Telecommunication Services 4.5%

        

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

     United States        300,000         316,500  

c Digicel Group One Ltd., senior secured note, first lien, 144A, 8.25%, 12/30/22

     Jamaica        463,000         260,148  

c Digicel Group Two Ltd., senior note, 144A, 8.25%, 9/30/22

     Bermuda        437,000         83,707  

c Digicel Ltd.,

        

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

     Bermuda        500,000         318,750  

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

     Bermuda        300,000         128,250  

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

     Denmark        1,500,000         1,622,033  

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

     United States        1,300,000         1,404,000  

Sprint Corp.,

        

senior bond, 7.875%, 9/15/23

     United States        1,200,000         1,353,000  

senior bond, 7.125%, 6/15/24

     United States        500,000         553,980  

senior note, 7.625%, 3/01/26

     United States        600,000         675,750  

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

     United States        1,300,000         1,378,000  

T-Mobile USA Inc.,senior bond, 6.50%, 1/15/24

     United States        200,000         208,944  

senior bond, 6.375%, 3/01/25

     United States        500,000         519,000  

senior bond, 4.75%, 2/01/28

     United States        600,000         633,738  

senior note, 6.00%, 4/15/24

     United States        200,000         209,192  
        

 

 

 
           9,664,992  
        

 

 

 

Transportation 1.1%

        

c Avolon Holdings Funding Ltd., senior note, 144A, 5.25%, 5/15/24

     Ireland        500,000         537,600  

c DAE Funding LLC,

        

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

     United Arab Emirates        700,000         716,625  

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

     United Arab Emirates        700,000         732,375  

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

     Ireland        300,000         326,001  
        

 

 

 
           2,312,601  
        

 

 

 

 

     
franklintempleton.com    Annual Report         

15


FRANKLIN UNIVERSAL TRUST

STATEMENT OF INVESTMENTS

 

 

     Country      Principal
Amount*
     Value  
       

Corporate Bonds (continued)

        

Utilities 4.0%

        

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

     United States      $ 1,800,000      $ 1,833,750  

Clearway Energy Operating LLC, senior bond, 5.375%, 8/15/24

     United States        900,000        928,125  

senior bond, 5.00%, 9/15/26

     United States        700,000        712,250  

c senior note, 144A, 5.75%, 10/15/25

     United States        400,000        418,508  

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

     United States        700,000        591,500  

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

     United States        800,000        604,000  

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

     Netherlands        400,000        370,000  

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

     United States        2,100,000        1,606,500  

c Vistra Operations Co. LLC, senior note, 144A, 5.625%, 2/15/27

     United States        1,500,000        1,593,750  
        

 

 

 
        

 

8,658,383

 

        

 

 

 

Total Corporate Bonds (Cost $175,133,767)

        

 

 174,606,665

 

        

 

 

 

g Marketplace Loans (Cost $1,543,100) 0.7%

        

Diversified Financials 0.7%

        

b Lending Club, 10.33% - 25.00%, 6/14/22 - 8/30/24

     United States        1,543,100        1,529,798  
        

 

 

 

Asset-Backed Securities 1.9%

        

Diversified Financials 1.9%

        

c,h Consumer Loan Underlying Bond CLUB Certificate Issuer Trust I,

        

2019-26, PT, 144A, FRN, 19.776%, 8/15/44

     United States        1,112,485        1,073,338  

2019-31, PT, 144A, FRN, 22.58%, 9/15/44

     United States        1,001,070        956,939  

2019-S3, PT, 144A, FRN, 13.811%, 6/15/44

     United States        321,220        300,578  

2019-S4, PT, 144A, FRN, 10.593%, 8/15/44

     United States        1,029,998        961,338  

c,h Consumer Loan Underlying Bond CLUB Credit Trust, 2019-SLCT5, PT, 144A, FRN, 18.849%, 9/15/44

     United States        957,836        886,864  
        

 

 

 

Total Asset-Backed Securities (Cost $4,213,843)

           4,179,057  
        

 

 

 
            Shares         
     

 

 

    

Escrows and Litigation Trusts 0.0%

        
a,b Midstates Petroleum Co. Inc./Midstates Petroleum Co. LLC, Escrow Account      United States        700,000         

a,b NewPage Corp., Escrow Account

     United States        1,200,000         

a,b T-Mobile USA Inc., Escrow Account

     United States        1,500,000         

a Vistra Energy Corp., Escrow Account

     United States        700,000        3,150  
        

 

 

 

Total Escrows and Litigation Trusts (Cost $18,346)

           3,150  
        

 

 

 

Total Investments before Short Term Investments
(Cost $221,327,572)

           272,461,172  
        

 

 

 

 

     

16

         Annual Report    franklintempleton.com


FRANKLIN UNIVERSAL TRUST

STATEMENT OF INVESTMENTS

 

 

      Country      Principal
Amount*
     Value  

Short Term Investments 2.7%

        

h,i Senior Floating Rate Interests (Cost $975,412) 0.5%

        

Weatherford International Ltd., DIP Term Loan, 5.25%,(1-month USD LIBOR + 3.00%), 7/03/20

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

 

 

 

Total Investments before Money Market Funds
(Cost $222, 302,984)

           273,461,172  
        

 

 

 
            Shares         
     

 

 

    

Money Market Funds (Cost $4,760,505) 2.2%

        

j,k Institutional Fiduciary Trust Money Market Portfolio, 1.85%

     United States        4,760,505        4,760,505  
        

 

 

 

Total Investments (Cost $227,063,489) 129.2%

           278,221,677  

Notes Payable (30.1)%

           (64,906,581

Other Assets, less Liabilities 0.9%

           1,976,832  
        

 

 

 

Net Assets 100.0%

         $ 215,291,928  
        

 

 

 

See Abbreviations on page 28.

Rounds to less than 0.1% of net assets.

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

aNon-income producing.

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

cSecurity 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, 2019, the aggregate value of these securities was $113,827,154, representing 52.9% of net assets.

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 1(d) regarding Marketplace lending.

hThe coupon rate shown represents the rate at period end.

iSee Note 1(c) regarding senior floating rate interests.

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

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

 

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

17


FRANKLIN UNIVERSAL TRUST

FINANCIAL STATEMENTS

 

Statement of Assets and Liabilities

August 31, 2019

 

Assets:

        

  Investments in securities:

        

Cost - Unaffiliated issuers

         $ 222,302,984  

Cost - Non-controlled affiliates (Note 4c)

           4,760,505  
        

 

 

 

Value - Unaffiliated issuers

         $ 273,461,172  

Value - Non-controlled affiliates (Note 4c)

           4,760,505  

  Cash

           475,917  

  Receivables:

        

Investment securities sold

           314,570  

Dividends and interest

           3,444,256  
        

 

 

 

Total assets

           282,456,420  
        

 

 

 

Liabilities:

        

  Payables:

        

Management fees

           172,181  

Distributions to shareholders

           804,220  

Accrued interest (Note 3)

           1,176,749  

  Senior fixed rate Notes, at par value of $65,000,000 less unamortized Note issuance costs of $93,419 (Note 3)

           64,906,581  

  Accrued expenses and other liabilities

           104,761  
        

 

 

 

Total liabilities

           67,164,492  
        

 

 

 

Net assets, at value

         $ 215,291,928  
        

 

 

 

Net assets consist of:

        

  Paid-in capital

         $ 164,229,880  

  Total distributable earnings (loss)

           51,062,048  
        

 

 

 

Net assets, at value

         $ 215,291,928  
        

 

 

 

  Shares outstanding

           25,131,894  
        

 

 

 

  Net asset value per share

           $8.57  
        

 

 

 

 

     

18

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


FRANKLIN UNIVERSAL TRUST

FINANACIAL STATEMENTS

 

Statement of Operations

for the year ended August 31, 2019

 

Investment income:

        

  Dividends: (net of foreign taxes)*

        

Unaffiliated issuers

         $ 2,950,450  

Non-controlled affiliates (Note 4c)

           113,199  

  Interest:

        

Unaffiliated issuers

           11,502,367  
        

 

 

 

Total investment income

           14,566,016  
        

 

 

 

Expenses:

        

  Management fees (Note 4a)

           2,020,113  

  Interest expense (Note 3)

           2,546,335  

  Transfer agent fees

           132,000  

  Custodian fees (Note 5)

           2,311  

  Reports to shareholders

           30,829  

  Professional fees

           145,497  

  Trustees’ fees and expenses

           16,857  

  Amortization of Note issuance costs (Note 3)

           21,220  

  Marketplace lending fees (Note 1d)

           28,239  

  Other

           64,958  
        

 

 

 

Total expenses

           5,008,359  

Expense reductions (Note 5)

           (785

Expenses waived/paid by affiliates (Note 4c)

           (20,628
        

 

 

 

Net expenses

           4,986,946  
        

 

 

 

Net investment income

           9,579,070  
        

 

 

 

Realized and unrealized gains (losses):

        

  Net realized gain (loss) from:

        

Investments:

        

Unaffiliated issuers

           399,725  

Foreign currency transactions

           (2,654
        

 

 

 

Net realized gain (loss)

           397,071  
        

 

 

 

  Net change in unrealized appreciation (depreciation) on:

        

Investments:

        

Unaffiliated issuers

           14,170,452  
        

 

 

 

Net realized and unrealized gain (loss)

           14,567,523  
        

 

 

 

Net increase (decrease) in net assets resulting from operations

         $ 24,146,593  
        

 

 

 

 

 

*Foreign taxes withheld on dividends

   $         13,300  

 

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


FRANKLIN UNIVERSAL TRUST

FINANCIAL STATEMENTS

 

Statements of Changes in Net Assets

 

     Year Ended August 31,  
  

 

 

 
     2019     2018  

 

 

Increase (decrease) in net assets:

    

  Operations:

    

Net investment income

       $ 9,579,070     $ 9,893,712  

Net realized gain (loss)

     397,071       3,064,408  

Net change in unrealized appreciation (depreciation)

     14,170,452       (9,475,996
  

 

 

 

Net increase (decrease) in net assets resulting from operations

     24,146,593       3,482,124  
  

 

 

 

  Distributions to shareholders (Note 1f)

     (9,650,646     (9,650,646
  

 

 

 

Net increase (decrease) in net assets

     14,495,947       (6,168,522

Net assets:

    

Beginning of year

     200,795,981       206,964,503  
  

 

 

 

End of year (Note 1f)

   $ 215,291,928     $ 200,795,981  
  

 

 

 

 

     

20

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


FRANKLIN UNIVERSAL TRUST

FINANCIAL STATEMENTS

 

Statement of Cash Flows

for the year ended August 31, 2019

 

Cash flow from operating activities:

  

  Dividends, interest and other income received

     $ 14,311,585  

  Operating expenses paid

     (2,521,738

  Interest expense paid

     (1,390,765

  Purchases of long-term investments

     (62,604,655

  Realized loss on foreign currency transactions

     (2,654

  Sales and maturities of long-term investments

     56,507,468  

  Net sales of short-term investments

     5,827,322  
  

 

 

 

Cash provided - operating activities

     10,126,563  
  

 

 

 

Cash flow from financing activities:

  

  Cash distributions to shareholders

     (9,650,646
  

 

 

 

Cash used - financing activities

     (9,650,646
  

 

 

 

  Net increase (decrease) in cash

     475,917  
  

 

 

 

  Cash at beginning of year

      
  

 

 

 

  Cash at end of year

     $ 475,917  
  

 

 

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

for the year ended August 31, 2019

  

Net increase (decrease) in net assets resulting from operations

     $ 24,146,593  

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

  

Amortization of Note issuance costs

     21,220  

Net amortization income

     (41,493

Reinvested dividends from non-controlled affiliates

     (113,199

Interest received in the form of securities

     (11,933

Increase in dividends and interest receivable and other assets

     (75,873

Increase in interest payable

     1,155,570  

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

     (102,347

Increase in receivable for investments sold

     (314,570

Increase in cost of investments

     (366,953

Increase in unrealized depreciation on investments

     (14,170,452
  

 

 

 

  Net cash provided by operating activities

     $ 10,126,563  
  

 

 

 

 

     
franklintempleton.com    The accompanying notes are an integral part of these financial statements.  |  Annual Report         21


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 Fund may utilize independent pricing services, quotations from securities and financial instrument dealers, and other market sources to determine fair value.

Equity securities listed on an exchange or on the NASDAQ National Market System are valued at the last quoted sale price or the official closing price of the day, respectively. Foreign equity securities are valued as of the close of trading on the foreign stock exchange on which the security is primarily traded, or as of 4 p.m. Eastern time. The value is then converted into its U.S. dollar equivalent at the foreign exchange rate in effect at 4 p.m. Eastern time on the day that the value of the security is determined. Over-the-counter (OTC) securities are valued within the range of the most recent quoted bid and ask prices. Securities that trade in multiple markets or on multiple exchanges are valued according to the broadest and most representative market. Certain equity securities are valued based upon fundamental characteristics or relationships to similar securities.

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.

The Fund has procedures to determine the fair value of financial instruments for which market prices are not reliable or readily available. Under these procedures, the Fund primarily employs a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values, and other relevant information for the investment to determine the fair value of the investment. An income-based valuation approach may also be used in which the anticipated future cash flows of the investment are discounted to calculate fair value. Discounts may also be applied due to the nature or duration of any restrictions on the disposition of the investments. Due to the inherent uncertainty of valuations of such investments, the fair values may differ significantly from the values that would have been used had an active market existed.

Trading in securities on foreign securities stock exchanges and OTC markets may be completed before 4 p.m. Eastern time. In addition, trading in certain foreign markets may not take place on every Fund’s business day. 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 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

 

 

     

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NOTES TO FINANCIAL STATEMENTS

 

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. Foreign Currency Translation

Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the exchange rate of such currencies against U.S. dollars on the date of valuation. The Fund may enter into foreign currency exchange contracts to facilitate transactions denominated in a foreign currency. Purchases and sales of securities, income and expense items denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date. Portfolio securities and assets and liabilities denominated in foreign currencies contain risks that those currencies will decline in value relative to the U.S. dollar. Occasionally, events may impact the availability or reliability of foreign exchange rates used to convert the U.S. dollar equivalent value. If such an event occurs, the foreign exchange rate will be valued at fair value using procedures established and approved by the Board.

The Fund does not separately report the effect of changes in foreign exchange rates from changes in market prices on securities held. Such changes are included in net realized and unrealized gain or loss from investments in the Statement of Operations.

Realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the recorded amounts of dividends, interest, and foreign withholding taxes and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from

changes in foreign exchange rates on foreign denominated assets and liabilities other than investments in securities held at the end of the reporting period.

c. Senior Floating Rate Interests

The Fund invests in senior secured corporate loans that pay interest at rates which are periodically reset by reference to a base lending rate plus a spread. These base lending rates are generally the prime rate offered by a designated U.S. bank or the London InterBank Offered Rate (LIBOR). Senior secured corporate loans often require prepayment of principal from excess cash flows or at the discretion of the borrower. As a result, actual maturity may be substantially less than the stated maturity. Senior secured corporate loans in which the Fund invests are generally readily marketable, but may be subject to certain restrictions on resale.

d. Marketplace Lending

The Fund invests in loans obtained through marketplace lending. Marketplace lending, sometimes referred to as peer-to-peer lending, is a method of financing in which a platform facilitates the borrowing and lending of money. It is considered an alternative to more traditional forms of debt financing. Prospective borrowers are required to provide certain financial information to the platform, including, but not limited to, the intended purpose of the loan, income, employment information, credit score, debt-to-income ratio, credit history (including defaults and delinquencies) and home ownership status. Based on this and other information, the platform assigns its own credit rating to the borrower and sets the interest rate for the requested loan. The platform then posts the borrowing requests online, giving investors the opportunity to purchase the loans based on factors such as the interest rates and expected yields of the loans, the borrower background data, and the credit rating assigned by the platform.

When the Fund invests in these loans, it usually purchases all rights, title and interest in the loans pursuant to a loan purchase agreement directly from the platform. The platform or a third-party servicer typically continues to service the loans, collecting payments and distributing them to the Fund, less any servicing fees assessed. The servicer is typically responsible for taking actions against a borrower in the event of a default on the loan. Servicing fees, along with other administration fees, are included in marketplace lending fees in the Statement of Operations. The Fund, as an investor in a loan, would be entitled to receive payment only from the

 

 

     
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FRANKLIN UNIVERSAL TRUST

NOTES TO FINANCIAL STATEMENTS

 

 

 

1. Organization and Significant Accounting Policies (continued)

d. Marketplace Lending (continued)

borrower and would not be able to recover any deficiency from the platform, except under very narrow circumstances. The loans in which the Fund may invest are unsecured.

e. 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, 2019, 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.

f. 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.*

g. 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.

h. Guarantees and Indemnifications

Under the Fund’s organizational documents, its officers and trustees are indemnified by the Fund against certain liabilities arising out of the performance of their duties to the Fund. Additionally, in the normal course of business, the Fund, enters into contracts with service providers that contain general indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. Currently, the Fund expects the risk of loss to be remote.

 

 

     

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NOTES TO FINANCIAL STATEMENTS

 

*Effective during the current reporting period, it is no longer required to present certain line items in the Statements of Changes in Net Assets. The below prior period amounts affected by this change are shown as they were in the prior year Statements of Changes in Net Assets.

For the year ended August 31, 2018, distributions to shareholders were as follows:

 

    Net investment income

   $ (9,650,646

For the year ended August 31, 2018, distributions in excess of net investment income included in net assets was $(337,306).

2. Shares of Beneficial Interest

At August 31, 2019, there were an unlimited number of shares authorized ($0.01 par value). During the years ended August 31, 2019 and August 31, 2018, 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, 2019 and August 31, 2018, there were no shares repurchased.

3. Senior Fixed Rate Notes

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, 2019, total interest paid by the Fund on the Notes was $1,390,765. 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, 2019. The issuance costs of $114,819 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, 2019, the Fund amortized $21,220 of Notes issuance costs. Subject to certain restrictions and make whole premiums, the Fund may prepay the Notes at any time. At August 31, 2019, if the Notes were fully prepaid, the make whole premium related to the current balance of the Notes would have been approximately $4,975,602.

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, 2019, the estimated fair value of the Notes was approximately $68,970,000. 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.

4. Transactions with Affiliates

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

 

Subsidiary

 

  

Affiliation

 

  

 

Franklin Advisers, Inc. (Advisers)

 

  

Investment manager

 

  

 

Franklin Templeton Services, LLC (FT Services)

 

  

Administrative manager    

 

  

 

     
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FRANKLIN UNIVERSAL TRUST

NOTES TO FINANCIAL STATEMENTS

4. Transactions with Affiliates (continued)

 

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, 2019, the Fund held investments in affiliated management investment companies as follows:

 

     

Value at
Beginning

of Year

     Purchases      Sales     

Realized

Gain (Loss)

     Net Change in
Unrealized
Appreciation
(Depreciation)
    

Value at

End of

Year

     Number of
Shares
Held at End
of Year
     Dividend
Income
 

Non-Controlled Affiliates

 

                    

Institutional Fiduciary Trust Money Market Portfolio, 1.85%

      $10,068,808        $43,785,836        $(49,094,139)        $  —        $  —        $4,760,505        4,760,505        $113,199  
  

 

 

       

 

 

 

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, 2019, the custodian fees were reduced as noted in the Statement of Operations.

6. Income Taxes

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

During the year ended August 31, 2019, the Fund utilized $84,105 of capital loss carryforwards.

The tax character of distributions paid during the years ended August 31, 2019 and 2018, was as follows:

 

     2019    2018  

Distributions paid from ordinary income

   $9,650,646    $ 9,650,646  

 

     

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NOTES TO FINANCIAL STATEMENTS

 

At August 31, 2019, the cost of investments, net unrealized appreciation (depreciation) and undistributed ordinary income for income tax purposes were as follows:

 

Cost of investments

   $ 227,766,349  

 

Unrealized appreciation

   $ 63,137,828  

Unrealized depreciation

    (12,682,500

Net unrealized appreciation (depreciation)

   $ 50,455,328  

Distributable earnings:

 

Undistributed ordinary income

   $ 1,396,067  

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, 2019, aggregated $62,604,655 and $56,839,539, respectively.

8. Credit Risk and Defaulted Securities

At August 31, 2019, the Fund had 62.1% 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 defaulted securities and/or other securities for which the income has been deemed uncollectible. At August 31, 2019, the aggregate value of these securities was $808,625, representing 0.3% 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 securities have been identified in the accompanying Statement of Investments.

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.

 

     
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FRANKLIN UNIVERSAL TRUST

NOTES TO FINANCIAL STATEMENTS

9. Fair Value Measurements (continued)

 

A summary of inputs used as of August 31, 2019, 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

  $ 1,611,755      $ 353,791      $ 12     $ 1,965,558  

All Other Equity Investments

    90,176,944                     90,176,944  

Corporate Bonds

           174,606,665              174,606,665  

Marketplace Loans

                  1,529,798       1,529,798  

Asset-Backed Securities

           4,179,057              4,179,057  

Escrows and Litigation Trusts

           3,150        c      3,150  

Short Term Investments

    4,760,505        1,000,000              5,760,505  
       

Total Investments in Securities

  $ 96,549,204      $ 180,142,663      $ 1,529,810     $ 278,221,677  

aFor detailed categories, see the accompanying Statement of Investments.

bIncludes common and preferred stocks as well as other equity interests.

cIncludes securities determined to have no value at August 31, 2019.

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. 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

 

Currency   Selected Portfolio   
USD    United States Dollar         ADR    American Depositary Receipt   
     DIP    Debtor-In-Possession   
     FRN    Floating Rate Note   
     LIBOR    London InterBank Offered Rate           
     PIK    Payment-In-Kind   

 

     

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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, 2019, the related statements of operations and cash flows for the year ended August 31, 2019, the statement of changes in net assets for each of the two years in the period ended August 31, 2019, including the related notes, and the financial highlights for each of the five years in the period ended August 31, 2019 (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, 2019, 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, 2019 and the financial highlights for each of the five years in the period ended August 31, 2019 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, 2019 by correspondence with the custodian, transfer agent and brokers. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

San Francisco, California

October 21, 2019

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

 

     
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FRANKLIN UNIVERSAL TRUST

    

 

Tax Information (unaudited)

Under Section 854(b)(1)(A) of the Internal Revenue Code, the Fund hereby reports 28.45% of the ordinary income dividends as income qualifying for the dividends received deduction for the fiscal year ended August 31, 2019.

Under Section 854(b)(1)(B) of the Internal Revenue Code, the Fund hereby reports the maximum amount allowable but no less than $2,941,264 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, 2019. Distributions, including qualified dividend income, paid during calendar year 2019 will be reported to shareholders on Form 1099-DIV by mid-February 2020. 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 $6,910,771 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, 2019.

 

     

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Annual Meeting of Shareholders

The 2019 Annual Shareholders’ Meeting (Meeting) for Franklin Universal Trust (Fund) was held on March 14, 2019, and subsequently adjourned to March 28, 2019 and then April 11, 2019 in order to allow shareholders additional time to vote.

1. At the Meeting, shareholders elected all of the Fund’s nominees for the Board of Trustees (Board). The results of the voting were as follows:

 

Trustees  

Shares

For

 

Shares

            Withheld

Harris J. Ashton

  14,888,988   906,588

Terrence J. Checki

  14,943,366   852,210

Mary C. Choksi

  14,990,356   805,220

Edith E. Holiday

  14,985,718   809,857

Gregory E. Johnson

  14,975,307   820,269

Rupert H. Johnson, Jr.

  14,905,563   890,013

J. Michael Luttig

  14,955,145   840,431

Larry D. Thompson

  14,914,096   881,480

Note: Effective as of march 12, 2019, the Fund’s Board was reduced from nine to eight Trustees and John B. Wilson was removed as a Trustee nominee.

2. At the Meeting, shareholders elected all of the Fund’s nominees for the Board of Trustees (Board). The results of the voting were as follows:

 

Shares

For

  Shares
Against
  Shares
            Abstained

11,174,434

  549,932   516,315

3. At the Meeting, shareholders voted in favor of all of the proposed amendments to the Fund’s fundamental investment restrictions (encompassing seven sub-proposals). The results of the voting were as follows:

 

    

Shares

For

  Shares
            Against

a. Borrowing

  11,043,863   675,745

b. Underwriting

  11,034,441   662,933

c. Lending

  11,016,976   686,582

d. Investments in Commodities

  11,050,835   657,760

e. Issuing Senior Securities

  11,070,767   628,223

f. Industry Concentration

  11,079,859   631,803

 

     
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FRANKLIN UNIVERSAL TRUST

ANNUAL MEETING OF SHAREHOLDERS

 

4. At the Meeting, shareholders voted in favor of the proposed elimination of certain of the Fund’s fundamental investment restrictions (encompassing five sub-proposals). The results of the voting were as follows:

 

    

Shares

For

 

Shares

            Against

 

Shares

          Abstained

a. Pledging, Mortgaging or Hypothecating Assets   10,807,490   828,016   605,177
b. Purchasing Securities on Margin   10,719,057   982,002   539,623
c. Investments in Other Investment Companies   10,926,290   760,150   554,244

d. Investments for the Purpose of Exercising Control

  10,800,204   882,382   558,097
e. Investments in Illiquid and Restricted Securities   10,641,073   1,029,038   570,571

 

     

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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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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 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    138        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 2018    115    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    138    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

   Lead Independent Trustee    Trustee since 2004 and Lead Independent Trustee since March 2019    138    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).

 

 

     
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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

 

J. Michael Luttig (1954)

One Franklin Parkway

San Mateo, CA 94403-1906

  Trustee   Since 2009   138   Boeing Capital Corporation (aircraft financing) (2006-2013).

Principal Occupation During at Least the Past 5 Years:

Executive Vice President, Counselor and Senior Advisor to Boeing Chairman and Board of Directors, The Boeing Company (aerospace company) (May 2019); and formerly, General Counsel and member of the Executive Council, The Boeing Company (2006-2019) and Federal Appeals Court Judge, U.S. Court of Appeals for the Fourth Circuit (1991-2006).

 

Larry D. Thompson (1945)

One Franklin Parkway

San Mateo, CA 94403-1906

  Trustee   Since 2007   138   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).

 

 

 

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; 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   138   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.; 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.

 

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

 

     

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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

 

Sonal Desai, Ph.D. (1963)

One Franklin Parkway

San Mateo, CA 94403-1906

   President and Chief Executive Officer – Investment Management    Since December 2018    Not Applicable    Not Applicable

Principal Occupation During at Least the Past 5 Years:

Director and Executive Vice President, Franklin Advisers, Inc.; Executive Vice President, Franklin Templeton Institutional, LLC; and officer of 18 of the investment companies in Franklin Templeton.

 

Gaston Gardey (1967)

One Franklin Parkway

San Mateo, CA 94403-1906

   Treasurer, Chief Financial Officer and Chief Accounting Officer    Since 2009    Not Applicable    Not Applicable

Principal Occupation During at Least the Past 5 Years:

Treasurer, U.S. Fund Administration & Reporting and officer of 26 of the investment companies in Franklin Templeton.

 

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; Vice President and Secretary, Franklin Resources, Inc.; and officer of 44 of the investment companies in Franklin Templeton.

 

Steven J. Gray (1955)

One Franklin Parkway

San Mateo, CA 94403-1906

   Vice President and Co– Secretary    Vice President since 2009 and Co-Secretary since January 2019    Not Applicable    Not Applicable

Principal Occupation During at Least the Past 5 Years:

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

 

Matthew T. Hinkle (1971)

One Franklin Parkway

San Mateo, CA 94403-1906

   Chief Executive Officer – Finance and Administration    Since 2017    Not Applicable    Not Applicable

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; and formerly, Vice President, Global Tax (2012-April 2017) and Treasurer/Assistant Treasurer, Franklin Templeton (2009-2017).

 

Robert Lim (1948)

One Franklin Parkway

San Mateo, CA 94403-1906

   Vice President –AML Compliance    Since 2016    Not Applicable    Not Applicable

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.

 

     
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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

 

Kimberly H. Novotny (1972)

300 S.E. 2nd Street

Fort Lauderdale, FL 33301-1923

   Vice President    Since 2013    Not Applicable    Not Applicable

Principal Occupation During at Least the Past 5 Years:

Senior Associate General Counsel, Franklin Templeton; 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.

 

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

 

Navid J. Tofigh (1972)

One Franklin Parkway

San Mateo, CA 94403-1906

   Vice President    Since 2015    Not Applicable    Not Applicable

Principal Occupation During at Least the Past 5 Years:

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

 

Craig S. Tyle (1960)

One Franklin Parkway

San Mateo, CA 94403-1906

   Vice President    Since 2005    Not Applicable    Not Applicable

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.

 

Lori A. Weber (1964)

300 S.E. 2nd Street

Fort Lauderdale, FL 33301-1923

   Vice President and Co- Secretary    Vice President since 2011 and Co-Secretary since January 2019    Not Applicable    Not Applicable

Principal Occupation During at Least the Past 5 Years:

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

 

 

     

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FRANKLIN UNIVERSAL TRUST

    

 

*We base the number of portfolios on each separate series of the U.S. registered investment companies within the Franklin Templeton 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: Effective March 12, 2019, John B. Wilson ceased to be a trustee of the Trust.

Note 3: 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 Mary C. Choksi as its audit committee financial expert. The Board believes that Ms. Choksi qualifies as such an expert in view of her extensive business background and experience. She currently serves as a director of Avis Budget Group, Inc. (2007-present) and formerly, Founder and Senior Advisor, Strategic Investment Group (1987 to 2017). Ms. Choksi has been a Member of the Fund’s Audit Committee since 2014. As a result of such background and experience, the Board believes that Ms. Choksi 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. Ms. Choksi is an independent Board member as that term is defined under the relevant Securities and Exchange Commission Rules and Releases.

 

     
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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 as an exhibit to its report on Form N-PORT. Shareholders may view the filed Form N-PORT by visiting the Commission’s website at sec.gov. The filed form may also be viewed and copied at the Commission’s Public Reference Room in Washington, DC. Information regarding the operations of the Public Reference Room may be obtained by calling (800) SEC-0330.

 

 

     

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Annual Report

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Investment Manager

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(800) DIAL BEN® / 342-5236

  

 

Transfer Agent

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6201 15th Avenue

Brooklyn, NY 11219

www.astfinancial.com

 

© 2019 Franklin Templeton Investments. All rights reserved.    FUT A 10/19


Item 2.

Code of Ethics.

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

(c) N/A

(d) N/A

(f) Pursuant to Item 13(a)(1), the Registrant is attaching as an exhibit a copy of its code of ethics that applies to its principal executive officers and principal financial and accounting officer.

 

Item 3.

Audit Committee Financial Expert.

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

(2) The audit committee financial expert is Mary C. Choksi and she is “independent” as defined under the relevant Securities and Exchange Commission Rules and Releases.


Item 4.

Principal Accountant Fees and Services.

(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 $50,507 for the fiscal year ended August 31, 2019 and $50,180 for the fiscal year ended August 31, 2018.

(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 $20,000 for the fiscal year ended August 31, 2019 and $5,000 for the fiscal year ended August 31, 2018. The services for which these fees were paid included professional fees in connection with tax treatment of equipment lease transactions, professional fees in connection with an Indonesia withholding tax refund claim and 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 not reported in paragraphs (a)-(c) of Item 4 were $0 for the fiscal year ended August 31, 2019 and $72 for the fiscal year ended August 31, 2018. 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 not reported in paragraphs (a)-(c) of Item 4


were $7,700 for the fiscal year ended August 31, 2019 and $16,500 for the fiscal year ended August 31, 2018. The services for which these fees were paid included the issuance of an Auditors’ Certificate for South Korean regulatory shareholder disclosures and assets under management certification.

(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 $27,700 for the fiscal year ended August 31, 2019 and $21,572 for the fiscal year ended August 31, 2018.

(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 and Larry D. Thompson.

 

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 or pass-through 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) (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. With respect to instances when a Franklin Templeton U.S. registered investment company invests in an underlying fund in reliance on any one of Sections 12(d)(1)(F) or (G) of the 1940 Act, the rules thereunder, or pursuant to an SEC exemptive order thereunder, and there are no other unaffiliated shareholders also invested in the underlying fund, the Investment Manager will vote in accordance with the recommendation of such investment company’s board of trustees or directors. In addition, to avoid certain potential conflicts of interest, and where required under a fund’s governing documents or applicable law, the Investment Manager will employ pass-through voting when a Franklin Templeton U.S. registered investment company invests in an underlying fund in reliance on Section 12(d)(1)(E) of the 1940 Act, the rules thereunder, or pursuant to an SEC exemptive order thereunder. In “pass-through voting,” a feeder fund will solicit voting instructions from its shareholders as to how to vote on the master fund’s proposals.

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 31, 2019, the portfolio managers of the Fund is as follows:

GLENN I. VOYLES CFA, Senior 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
 

Glenn I. Voyles

     3        3,501.4        5        1,780.4        7        674.1  

 

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.

Benefits 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

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

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

(b)    Changes in Internal Controls. There have been no changes in the Registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect the internal control over financial reporting.


Item 12.

Disclosure of Securities Lending Activities for Closed-End Management Investment Company.                N/A

 

Item 13.

Exhibits.

(a)(1) Code of Ethics

(a) (2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Matthew T. Hinkle, Chief Executive Officer - Finance and Administration, and 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 31, 2019

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 31, 2019
By  

S\ GASTON GARDEY

  Gaston Gardey
  Chief Financial Officer and Chief Accounting Officer
Date: October 31, 2019