UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-CSRS
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: 2/28/14___
Item 1. Reports to Stockholders.
Contents | |||
Semiannual Report | Financial Highlights and | ||
Statement of Investments | 12 | ||
Franklin Universal Trust | 1 | ||
Financial Statements | 23 | ||
Performance Summary | 6 | ||
Notes to Financial Statements | 27 | ||
Annual Shareholders Meeting | 7 | ||
Shareholder Information | 36 | ||
Important Notice to Shareholders | 8 | ||
Dividend Reinvestment and | |||
Cash Purchase Plan | 9 |
Semiannual Report
Franklin Universal Trust
Your Funds Goals and Main Investments: Franklin Universal Trusts 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 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. |
Dear Shareholder:
We are pleased to bring you Franklin Universal Trusts semiannual report for the period ended February 28, 2014.
Performance Overview
For the six months under review, the Funds cumulative total returns were +10.30% based on net asset value and +10.14% based on market price, as shown in the Performance Summary on page 6. For comparison, the Credit Suisse (CS) High Yield Index, which is designed to mirror the investable universe of the U.S. dollar-denominated high yield debt market, produced a +7.38% total return,1, 2 and utilities stocks, as measured by the Standard & Poors® (S&P®) 500 Utilities Index, which tracks all electric utility stocks in the broad S&P 500® Index, generated a +10.71% total return for the same period.1, 3
Economic and Market Overview
The U.S. economy showed ongoing signs of recovery during the six-month period ended February 28, 2014, although abnormally cold weather negatively affected economic activity beginning in January. Solid consumer and business
The dollar value, number of shares or principal amount, and names of all portfolio holdings are listed in the Funds Statement of Investments (SOI). The SOI begins on page 13.
Semiannual Report | 1
spending, rising inventories, and increasing exports underpinned economic growth in the fourth quarter of 2013. Manufacturing activity expanded during the six-month period, although it slowed in early 2014, partly because of adverse weather. Retail sales rose for the period compared with the prior years levels, with particularly strong performance toward year-end 2013. The unemployment rate declined to 6.7% in February from 7.2% in August.4 Inflation remained well below the Federal Reserve Boards (Feds) 2.0% target.
Long-term Treasury yields rose late in 2013 as the Federal Reserve Board (Fed) announced that it would reduce its bond purchases by $10 billion a month beginning in January 2014 while keeping interest rates low. However, yields declined through period-end as investors shifted from emerging market assets to less risky assets because of concerns over emerging market growth prospects and the potential impact of the Feds reductions to its asset purchase program. Despite soft economic data in February, the new Fed Chair, Janet Yellen, confirmed that the Fed would continue to reduce its asset purchases, although it would reconsider its plan if the outlook changed significantly.
In October 2013, the federal government temporarily shut down after Congress reached a budget impasse. However, Congress passed a spending bill in January to fund the federal government though September 2014. Congress then approved suspension of the debt ceiling until March 2015.
The 10-year Treasury yield rose from 2.78% at the beginning of the period to a high of 3.04% at the end of 2013, mainly because of economic improvement and market certainty about the Feds plans. However, some weakening economic data, possibly affected by bad weather, and increasing political tension in Ukraine contributed to a decline in the 10-year U.S. Treasury yield to 2.66% at period-end.
Investment Strategy
We invest primarily in two asset classes: high yield bonds and utility stocks. Within the high yield portion of the portfolio, we use fundamental research to invest in a diversified portfolio of bonds. Within the utility portion of the portfolio, we focus on companies with attractive dividend yields and with a history of increasing their dividends.
Managers Discussion
Performance of the Funds primary asset classes was positive during the six months under review. Concerns earlier in the summer about higher interest rates led to a sell-off, but at the beginning of the period financial markets
2 | Semiannual Report
began to accept that the Feds exit from quantitative easing and other supportive monetary policies would be gradual and based on economic data. Therefore, fears of a prolonged rise in interest rates abated, and equity and credit markets appreciated in value. After rising sharply in May and June, yields on the 10-year Treasury bond peaked in early September before declining near period-end. With the prospect of higher interest rates no longer a pressing concern, the high yield corporate bond market turned its focus to company credit fundamentals, which were generally solid. At the end of February, the par-weighted high yield default rate was well below the historical average. In addition to favorable fundamental trends, the high yield asset class continued to benefit from positive inflows, as investors sought income in a low interest rate environment. The combination of technical and fundamental factors enabled high yield corporate bonds, as measured by the CS High Yield Index, to return +7.38% as spreads tightened from 5.0 to 4.2 percentage points over Treasuries.1, 2 Utility stocks, as measured by the S&P 500 Utilities Index, returned +10.71% for the period, as investors remained attracted to the combination of high relative dividend yields with a favorable, fundamental growth component.1, 3
High Yield Corporate Bonds
The Fund benefited from an overweighted position in broadcasting and an underweighted position in retailing relative to the CS High Yield Index.5 The broadcasting industry outperformed the index during the period under review as operational results remained sound with an improving advertising market being a key support for radio, outdoor advertising and television companies. Broadcasting also received important support from the high yield market as highly leveraged creditors were able to refinance and extend maturities, thus providing companies with more time until maturities and decreasing the risk of default. Retailing was hurt by weaker-than-expected sales during the holidays and the beginning of 2014, caused by severe winter weather as well as an intensely promotional, competitive environment, which drove the industrys underperformance for the six-month period.
The Funds performance in the high yield asset class was hindered by an overweighted position in the wireless communications industry and a lack of exposure to the paper and forest products industry relative to the CS High Yield Index.6 The broader wireless communications industry suffered from intensifying competitive pressures, as well as from debt-funded capital spending to fund network upgrades. The paper and forest products industry outperformed the broader index resulting from a rally in certain distressed issues following the merger of one of the distressed companies with a recently restructured competitor. A weaker Canadian dollar also benefited certain Canada-domiciled issuers.
Portfolio Breakdown | ||
2/28/14 | ||
% of Total | ||
Investments* | ||
Corporate Bonds | 66.4 | % |
Utilities Common Stocks | 27.7 | % |
Materials Common Stocks | 1.7 | % |
Natural Resources Common Stocks | 1.3 | % |
Senior Floating Rate Interests | 0.7 | % |
Convertible Preferred Stocks | 0.2 | % |
Preferred Stocks | 0.1 | % |
Transportation Common Stocks | 0.1 | % |
Short-Term Investments & | ||
Other Net Assets | 1.8 | % |
*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.
Semiannual Report | 3
Top 10 Holdings* | ||
Based on Total Investments** | ||
2/28/14 vs. 8/31/13 | ||
Issuer | 2/28/14 | |
Dominion Resources Inc. | 2.6 | % |
Duke Energy Corp. | 2.5 | % |
Sempra Energy | 1.8 | % |
The Southern Co. | 1.7 | % |
NextEra Energy Inc. | 1.7 | % |
CenterPoint Energy Inc. | 1.5 | % |
Edison International | 1.5 | % |
Pinnacle West Capital Corp. | 1.5 | % |
American Electric Power Co. Inc. | 1.4 | % |
Spectra Energy Corp. | 1.3 | % |
Issuer | 8/31/13 | |
Duke Energy Corp. | 2.4 | % |
Dominion Resources Inc. | 2.3 | % |
The Southern Co. | 1.8 | % |
Sempra Energy | 1.7 | % |
NextEra Energy Inc. | 1.6 | % |
CenterPoint Energy Inc. | 1.5 | % |
Pinnacle West Capital Corp. | 1.5 | % |
Alliant Energy Corp. | 1.4 | % |
Edison International | 1.4 | % |
American Electric Power Co. Inc. | 1.3 | % |
*Excludes money market funds. | ||
**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. |
Utility Stocks
The Funds utilities sector delivered strong absolute performance during the six-month period, in line with the S&P 500 Utilities Index, but this performance lagged that of the S&P 500 Index. An increase in consumer confidence and U.S. economic improvements benefited nearly all equity market sectors, while a continuance of relatively low interest rates helped maintain investor interest in high dividend-paying securities like utilities. Some of the top-performing utilities during the period benefited from expansion opportunities in natural gas and electricity transmission. Dominion Resources and Spectra Energy, an energy sector position, each has a significant presence in natural gas transmission, and increased North American gas development has improved the usage and opportunity of their pipelines. American Electric Power offered similar opportunity on the electricity side, where it is one of the largest U.S. operators of high voltage networks. These three companies outperformed the utilities market during the period. FirstEnergy announced a 35% reduction in its quarterly dividend payout in January, and its share price was negatively impacted. Overall, most of the Funds utility holdings continued to focus on regulated, dividend-paying utilities.
Thank you for your continued participation in Franklin Universal Trust. We look forward to serving your future investment needs.
Sincerely,
CFA® is a trademark owned by CFA Institute.
4 | Semiannual Report
The foregoing information reflects our analysis, opinions and portfolio holdings as of February 28, 2014, 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.
The indexes are unmanaged and include reinvestment of any income or distributions. One cannot invest directly in an
index, and an index is not representative of the Funds portfolio.
1. Source: © 2014 Morningstar. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar
and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or
timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of
this information.
2. CS High Yield Index. Copyright © 2014 CREDIT SUISSE GROUP AG and/or its affiliates. All rights reserved.
3. S&P Dow Jones Indices. Copyright © 2014, S&P Dow Jones Indices LLC. All rights reserved. Reproduction of S&P
Dow Jones Indices in any form is prohibited except with the prior written permission of S&P. S&P does not guarantee
the accuracy, adequacy, completeness or availability of any information and is not responsible for any errors or omis-
sions, regardless of the cause or for the results obtained from the use of such information. S&P DISCLAIMS ANY AND
ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OR USE. In no event shall S&P be liable for any direct, indirect, special or con-
sequential damages, costs, expenses, legal fees, or losses (including lost income or lost profit and opportunity costs)
in connection with subscribers or others use of S&P index data.
4. Source: Bureau of Labor Statistics.
5. Broadcasting holdings are in media in the SOI.
6. Wireless communications holdings are in telecommunication services in the SOI.
Semiannual Report | 5
Performance Summary as of 2/28/14
Your dividend income will vary depending on dividends or interest paid by securities in the Funds portfolio, adjusted for operating expenses. Capital gain distributions are net profits realized from the sale of portfolio securities. Total return reflects reinvestment of the Funds 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.
Price and Distribution Information | ||||||||||||
Symbol: FT | Change | 2/28/14 | 8/31/13 | |||||||||
Net Asset Value (NAV) | +$ | 0.55 | $ | 8.16 | $ | 7.61 | ||||||
Market Price (NYSE) | +$ | 0.44 | $ | 7.20 | $ | 6.76 | ||||||
Distributions (9/1/132/28/14) | ||||||||||||
Dividend Income | $ | 0.2355 | ||||||||||
Performance1 | ||||||||||||
6-Month | 1-Year | 5-Year | 10-Year | |||||||||
Cumulative Total Return2 | ||||||||||||
Based on change in NAV3 | + | 10.30 | % | + | 11.21 | % | + | 158.51 | % | + | 141.49 | % |
Based on change in market price4 | + | 10.14 | % | + | 3.44 | % | + | 163.35 | % | + | 152.28 | % |
Average Annual Total Return2 | ||||||||||||
Based on change in NAV3 | + | 10.30 | % | + | 11.21 | % | + | 20.92 | % | + | 9.22 | % |
Based on change in market price4 | + | 10.14 | % | + | 3.44 | % | + | 21.37 | % | + | 9.70 | % |
Average Annual total Return (3/31/14)5 | ||||||||||||
Based on change in NAV3 | + | 10.05 | % | + | 20.66 | % | + | 9.31 | % | |||
Based on change in market price4 | + | 1.71 | % | + | 22.00 | % | + | 9.71 | % |
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.
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 Funds 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 funds
share price, tend to rise; when interest rates rise, their prices generally fall. The Fund is actively managed but there is no guarantee that the
managers investment decisions will produce the desired results.
1. The Fund has a fee waiver associated with its investments in a Franklin Templeton money fund, contractually guaranteed through at least its
current fiscal year-end. Fund investment results reflect the fee waiver, to the extent applicable; without this reduction, 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. Six-month
return 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.
5. In accordance with SEC rules, we provide standardized average annual total return information through the latest calendar quarter.
6 | Semiannual Report
Annual Shareholders Meeting
March 21, 2014
An annual shareholders meeting of Franklin Universal Trust (Fund) was held on March 21, 2014. At the meeting, the holders of 20,093,292 shares of the Funds common stock were represented in person or by proxy, constituting a quorum. The following persons were elected by the shareholders to serve as Trustees of the Fund.
The results of the voting at the meeting are as follows: | ||||||
Shares | % of | Shares | % of | |||
Nominees | For | Voted | Withheld | Voted | ||
Harris J. Ashton | 19,724,285 | 98.16 | % | 369,007 | 1.84 | % |
Sam Ginn | 19,746,211 | 98.27 | % | 347,082 | 1.73 | % |
Edith E. Holiday | 19,786,289 | 98.47 | % | 307,003 | 1.53 | % |
Gregory E. Johnson | 19,737,039 | 98.23 | % | 356,253 | 1.77 | % |
Rupert H. Johnson, Jr. | 19,729,605 | 98.19 | % | 363,687 | 1.81 | % |
J. Michael Luttig | 19,772,293 | 98.40 | % | 320,999 | 1.60 | % |
Frank A. Olson | 19,728,151 | 98.18 | % | 365,141 | 1.82 | % |
Larry D. Thompson | 19,755,035 | 98.32 | % | 338,257 | 1.68 | % |
John B. Wilson | 19,770,273 | 98.39 | % | 323,019 | 1.61 | % |
Semiannual Report | 7
Important Notice to Shareholders
Share Repurchase Program
The Funds 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 Funds common shares in open-market transactions, at the discretion of management. This authorization remains in effect.
8 | Semiannual Report
Dividend Reinvestment and Cash Purchase Plan
The Funds 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. BNY Mellon Investment Servicing (US) Inc. (Plan Agent), P.O. Box 43006, Providence, RI 02940-3006, acts as your Plan Agent in administering the Plan. The complete Terms and Conditions of the Dividend Reinvestment and Cash Purchase Plan are contained in the Funds Dividend Reinvestment and Cash Purchase Plan Brochure. Participants may contact the Plan Agent at the address above to obtain a copy of the Brochure.
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 Funds 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 BNY Mellon Investment Servicing (US) Inc. and sent to Investment Services, P.O. Box 43006, Providence, RI 02940-3006, 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.
Semiannual Report | 9
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 Agents 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.
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
10 | Semiannual Report
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.
Semiannual Report | 11
Franklin Universal Trust | ||||||||||||||||||
Financial Highlights | ||||||||||||||||||
Six Months Ended | ||||||||||||||||||
February 28, 2014 | Year Ended August 31, | |||||||||||||||||
(unaudited) | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||
Per share operating performance | ||||||||||||||||||
(for a share outstanding throughout the period) | ||||||||||||||||||
Net asset value, beginning of period | $ | 7.61 | $ | 7.47 | $ | 6.87 | $ | 6.57 | $ | 5.85 | $ | 6.96 | ||||||
Income from investment operations: | ||||||||||||||||||
Net investment incomea | 0.25 | 0.43 | 0.45 | 0.45 | 0.47 | 0.35 | ||||||||||||
Net realized and unrealized gains (losses) | 0.54 | 0.17 | 0.61 | 0.31 | 0.71 | (1.00 | ) | |||||||||||
Total from investment operations | 0.79 | 0.60 | 1.06 | 0.76 | 1.18 | (0.65 | ) | |||||||||||
Less distributions from net investment income | (0.24 | ) | (0.46 | ) | (0.46 | ) | (0.46 | ) | (0.46 | ) | (0.46 | ) | ||||||
Net asset value, end of period | $ | 8.16 | $ | 7.61 | $ | 7.47 | $ | 6.87 | $ | 6.57 | $ | 5.85 | ||||||
Market value, end of periodb | $ | 7.20 | $ | 6.76 | $ | 7.38 | $ | 6.33 | $ | 6.23 | $ | 5.08 | ||||||
Total return (based on market value per share)c | 10.14 | % | (2.45 | )% | 24.47 | % | 9.01 | % | 32.53 | % | (7.85 | )% | ||||||
Ratios to average net assetsd | ||||||||||||||||||
Expenses | 2.00 | %e | 2.34 | % | 2.46 | % | 2.51 | % | 2.63 | % | 4.89 | %e,f | ||||||
Net investment income | 6.23 | % | 5.58 | % | 6.20 | % | 6.41 | % | 7.36 | % | 6.98 | % | ||||||
Supplemental data | ||||||||||||||||||
Net assets, end of period (000’s) | $ | 204,950 | $ | 191,223 | $ | 187,729 | $ | 172,758 | $ | 165,075 | $ | 147,066 | ||||||
Portfolio turnover rate | 8.53 | % | 21.95 | % | 19.40 | % | 41.60 | % | 38.23 | % | 24.78 | % | ||||||
Total debt outstanding at end of period (000’s) | $ | 60,000 | $ | 60,000 | $ | 42,000 | $ | 42,000 | $ | 42,000 | $ | 42,000 | ||||||
Asset coverage per $1,000 of debt | $ | 4,416 | $ | 4,187 | $ | 5,470 | $ | 5,113 | $ | 4,930 | $ | 4,502 | ||||||
Average amount of senior fixed rate Notes per | ||||||||||||||||||
share during the period | $ | 2.39 | $ | 1.68 | $ | 1.67 | $ | 1.67 | $ | 1.67 | $ | 1.80 | ||||||
aBased on average daily shares outstanding. | ||||||||||||||||||
bBased on the last sale on the New York Stock Exchange. | ||||||||||||||||||
cTotal return is not annualized for periods less than one year. | ||||||||||||||||||
dRatios are annualized for periods less than one year. | ||||||||||||||||||
eBenefit of expense reduction rounds to less than 0.01%. | ||||||||||||||||||
fTotal expense ratio excluding Notes prepayment fees and issuance cost was 3.44%. See Note 3. |
12 | The accompanying notes are an integral part of these financial statements. | Semiannual Report
Franklin Universal Trust | ||||
Statement of Investments, February 28, 2014 (unaudited) | ||||
Country | Shares | Value | ||
Common Stocks 39.7% | ||||
Energy 1.7% | ||||
Spectra Energy Corp. | United States | 92,350 | $ | 3,442,808 |
Materials 2.2% | ||||
BHP Billiton PLC, ADR | United Kingdom | 25,185 | 1,616,373 | |
Freeport-McMoRan Copper & Gold Inc., B | United States | 80,380 | 2,621,995 | |
NewPage Holdings Inc. | United States | 2,400 | 222,000 | |
4,460,368 | ||||
Transportation 0.1% | ||||
a CEVA Holdings LLC | United Kingdom | 179 | 183,916 | |
Utilities 35.7% | ||||
Alliant Energy Corp. | United States | 40,000 | 2,169,600 | |
American Electric Power Co. Inc. | United States | 75,000 | 3,765,000 | |
CenterPoint Energy Inc. | United States | 169,800 | 4,015,770 | |
CMS Energy Corp. | United States | 65,000 | 1,847,950 | |
Consolidated Edison Inc. | United States | 42,000 | 2,354,100 | |
Dominion Resources Inc. | United States | 100,000 | 6,940,000 | |
DTE Energy Co. | United States | 25,000 | 1,794,000 | |
Duke Energy Corp. | United States | 92,520 | 6,557,818 | |
Edison International | United States | 75,000 | 3,927,750 | |
Entergy Corp. | United States | 50,000 | 3,191,000 | |
Exelon Corp. | United States | 55,000 | 1,672,550 | |
FirstEnergy Corp. | United States | 60,000 | 1,846,800 | |
Great Plains Energy Inc. | United States | 70,000 | 1,838,900 | |
NextEra Energy Inc. | United States | 50,000 | 4,569,500 | |
PG&E Corp. | United States | 50,000 | 2,203,000 | |
Pinnacle West Capital Corp. | United States | 70,000 | 3,895,500 | |
PPL Corp. | United States | 80,000 | 2,583,200 | |
Public Service Enterprise Group Inc. | United States | 45,000 | 1,649,700 | |
Sempra Energy | United States | 50,000 | 4,723,500 | |
The Southern Co. | United States | 108,500 | 4,594,975 | |
UIL Holdings Corp. | United States | 40,000 | 1,548,800 | |
Westar Energy Inc. | United States | 60,000 | 2,053,200 | |
Wisconsin Energy Corp. | United States | 40,000 | 1,758,400 | |
Xcel Energy Inc. | United States | 60,000 | 1,817,400 | |
73,318,413 | ||||
Total Common Stocks (Cost $49,434,636) | 81,405,505 | |||
Convertible Preferred Stocks 0.2% | ||||
Transportation 0.2% | ||||
a CEVA Holdings LLC, cvt. pfd., A-1 | United Kingdom | 6 | 7,950 | |
a CEVA Holdings LLC, cvt. pfd., A-2 | United Kingdom | 388 | 398,120 | |
Total Convertible Preferred Stocks (Cost $587,092) | 406,070 | |||
Preferred Stocks (Cost $290,000) 0.2% | ||||
Diversified Financials 0.2% | ||||
GMAC Capital Trust I, 8.125%, pfd. | United States | 11,600 | 314,940 |
Semiannual Report | 13
Franklin Universal Trust | |||||
Statement of Investments, February 28, 2014 (unaudited) (continued) | |||||
Country | Principal Amount* | Value | |||
Corporate Bonds 85.9% | |||||
Automobiles & Components 1.2% | |||||
The Goodyear Tire & Rubber Co., senior note, 6.50%, 3/01/21 | United States | 1,100,000 | $ | 1,207,250 | |
b International Automotive Components Group SL, senior secured note, | |||||
144A, 9.125%, 6/01/18 | United States | 1,100,000 | 1,162,563 | ||
2,369,813 | |||||
Banks 1.5% | |||||
CIT Group Inc., senior note, | |||||
5.375%, 5/15/20 | United States | 500,000 | 542,500 | ||
5.00%, 8/15/22 | United States | 1,200,000 | 1,265,369 | ||
b 144A, 6.625%, 4/01/18 | United States | 300,000 | 339,750 | ||
Royal Bank of Scotland Group PLC, sub. note, 6.125%, 12/15/22 | United Kingdom | 900,000 | 948,937 | ||
3,096,556 | |||||
Capital Goods 2.5% | |||||
b Abengoa Finance SAU, senior note, 144A, | |||||
8.875%, 11/01/17 | Spain | 1,500,000 | 1,695,000 | ||
7.75%, 2/01/20 | Spain | 150,000 | 163,500 | ||
Meritor Inc., senior note, 10.625%, 3/15/18 | United States | 1,200,000 | 1,270,500 | ||
Navistar International Corp., senior note, 8.25%, 11/01/21 | United States | 900,000 | 943,875 | ||
b Oshkosh Corp., senior note, 144A, 5.375%, 3/01/22 | United States | 500,000 | 513,750 | ||
b Zachry Holdings Inc., senior note, 144A, 7.50%, 2/01/20 | United States | 600,000 | 642,000 | ||
5,228,625 | |||||
Commercial & Professional Services 1.7% | |||||
ADS Waste Holdings Inc., senior note, 8.25%, 10/01/20 | United States | 1,500,000 | 1,635,000 | ||
b Algeco Scotsman Global Finance PLC, senior secured note, first lien, | |||||
144A, 8.50%, 10/15/18 | United Kingdom | 900,000 | 982,125 | ||
b Darling Escrow Corp., senior note, 144A, 5.375%, 1/15/22 | United States | 300,000 | 308,250 | ||
b,c Igloo Holdings Corp., senior note, 144A, PIK, 8.25%, 12/15/17 | United States | 500,000 | 513,125 | ||
3,438,500 | |||||
Consumer Durables & Apparel 3.1% | |||||
KB Home, | |||||
senior bond, 7.50%, 9/15/22 | United States | 1,100,000 | 1,197,625 | ||
senior note, 7.00%, 12/15/21 | United States | 300,000 | 322,500 | ||
M/I Homes Inc., senior note, 8.625%, 11/15/18 | United States | 900,000 | 977,625 | ||
b SIWF Merger Sub Inc./Springs Industries Inc., senior secured note, 144A, | |||||
6.25%, 6/01/21 | United States | 300,000 | 308,250 | ||
Standard Pacific Corp., senior note, 6.25%, 12/15/21 | United States | 700,000 | 748,125 | ||
b Taylor Morrison Communities Inc./Monarch Communities Inc., senior note, | |||||
144A, | |||||
7.75%, 4/15/20 | United States | 492,000 | 544,890 | ||
5.25%, 4/15/21 | United States | 400,000 | 397,000 | ||
5.625%, 3/01/24 | United States | 200,000 | 200,000 | ||
Toll Brothers Finance Corp., senior bond, 5.625%, 1/15/24 | United States | 600,000 | 621,000 | ||
Visant Corp., senior note, 10.00%, 10/01/17 | United States | 1,000,000 | 972,500 | ||
6,289,515 |
14 | Semiannual Report
Franklin Universal Trust | ||||
Statement of Investments, February 28, 2014 (unaudited) (continued) | ||||
Country | Principal Amount* | Value | ||
Corporate Bonds (continued) | ||||
Consumer Services 3.3% | ||||
Caesars Entertainment Operating Co. Inc., | ||||
first lien, 9.00%, 2/15/20 | United States | 300,000 | $ | 293,250 |
senior secured note, 11.25%, 6/01/17 | United States | 1,500,000 | 1,535,625 | |
ClubCorp Club Operations Inc., senior note, 10.00%, 12/01/18 | United States | 674,000 | 748,982 | |
b,d Fontainebleau Las Vegas, senior secured note, first lien, 144A, 11.00%, | ||||
6/15/15 | United States | 1,600,000 | 4,000 | |
b Landrys Inc., senior note, 144A, 9.375%, 5/01/20 | United States | 900,000 | 994,500 | |
MGM Resorts International, senior note, | ||||
6.875%, 4/01/16 | United States | 1,200,000 | 1,323,000 | |
7.50%, 6/01/16 | United States | 800,000 | 896,000 | |
b Paris Las Vegas Holding LLC, senior secured note, first lien, 144A, 8.00%, | ||||
10/01/20 | United States | 300,000 | 320,625 | |
Pinnacle Entertainment Inc., senior sub. note, 7.75%, 4/01/22 | United States | 200,000 | 219,000 | |
b PNK Finance Corp., senior note, 144A, 6.375%, 8/01/21 | United States | 500,000 | 525,000 | |
6,859,982 | ||||
Diversified Financials 3.4% | ||||
Ally Financial Inc., senior note, 5.50%, 2/15/17 | United States | 600,000 | 658,500 | |
E*TRADE Financial Corp., senior note, 6.375%, 11/15/19 | United States | 800,000 | 872,000 | |
General Motors Financial Co. Inc., senior note, 3.25%, 5/15/18 | United States | 400,000 | 411,000 | |
GMAC Inc., sub. note, 8.00%, 12/31/18 | United States | 200,000 | 239,500 | |
e JPMorgan Chase & Co., junior sub. bond, 6.00% to 8/01/23, | ||||
FRN thereafter, Perpetual | United States | 900,000 | 900,000 | |
b Neuberger Berman Group LLC/Finance Corp., senior note, 144A, 5.875%, | ||||
3/15/22 | United States | 700,000 | 738,500 | |
b Nuveen Investments Inc., senior note, 144A, 9.50%, 10/15/20 | United States | 900,000 | 965,250 | |
SLM Corp., senior note, | ||||
8.45%, 6/15/18 | United States | 900,000 | 1,068,750 | |
5.50%, 1/15/19 | United States | 800,000 | 849,105 | |
4.875%, 6/17/19 | United States | 300,000 | 310,532 | |
7,013,137 | ||||
Energy 23.1% | ||||
Access Midstream Partner LP/ACMP Finance Corp., senior note, 6.125%, | ||||
7/15/22 | United States | 400,000 | 436,000 | |
BreitBurn Energy Partners LP/Finance Corp., | ||||
senior bond, 7.875%, 4/15/22 | United States | 700,000 | 766,500 | |
senior note, 8.625%, 10/15/20 | United States | 600,000 | 652,500 | |
Calumet Specialty Products Partners LP/Finance Corp., senior note, | ||||
9.375%, 5/01/19 | United States | 900,000 | 999,000 | |
9.625%, 8/01/20 | United States | 100,000 | 114,500 | |
Carrizo Oil & Gas Inc., senior note, | ||||
8.625%, 10/15/18 | United States | 800,000 | 866,000 | |
7.50%, 9/15/20 | United States | 300,000 | 331,500 | |
CGG, senior note, | ||||
7.75%, 5/15/17 | France | 600,000 | 615,000 | |
6.50%, 6/01/21 | France | 600,000 | 619,500 |
Semiannual Report | 15
Franklin Universal Trust
Statement of Investments, February 28, 2014 (unaudited) (continued)
Country | Principal Amount* | Value | ||
Corporate Bonds (continued) | ||||
Energy (continued) | ||||
Chaparral Energy Inc., senior note, | ||||
9.875%, 10/01/20 | United States | 800,000 | $ | 916,000 |
8.25%, 9/01/21 | United States | 200,000 | 220,000 | |
7.625%, 11/15/22 | United States | 300,000 | 327,000 | |
CHC Helicopter SA, senior secured note, first lien, 9.25%, 10/15/20 | Canada | 1,350,000 | 1,474,031 | |
Chesapeake Energy Corp., senior note, 6.625%, 8/15/20 | United States | 1,700,000 | 1,950,750 | |
Clayton Williams Energy Inc., senior note, | ||||
7.75%, 4/01/19 | United States | 1,000,000 | 1,060,000 | |
b 144A, 7.75%, 4/01/19 | United States | 100,000 | 106,000 | |
CONSOL Energy Inc., senior note, | ||||
8.00%, 4/01/17 | United States | 500,000 | 522,500 | |
8.25%, 4/01/20 | United States | 300,000 | 327,750 | |
6.375%, 3/01/21 | United States | 300,000 | 319,500 | |
b Drill Rigs Holdings Inc., secured note, 144A, 6.50%, 10/01/17 | United States | 1,000,000 | 1,055,000 | |
Eagle Rock Energy Partners LP/Finance Corp., senior note, 8.375%, | ||||
6/01/19 | United States | 1,100,000 | 1,199,000 | |
El Paso Corp., senior bond, 6.50%, 9/15/20 | United States | 1,200,000 | 1,321,374 | |
Energy Transfer Equity LP, | ||||
senior bond, 5.875%, 1/15/24 | United States | 200,000 | 203,750 | |
senior note, 7.50%, 10/15/20 | United States | 1,500,000 | 1,721,250 | |
Energy XXI Gulf Coast Inc., senior note, 9.25%, 12/15/17 | United States | 1,300,000 | 1,426,750 | |
EPL Oil & Gas Inc., senior note, 8.25%, 2/15/18 | United States | 800,000 | 868,000 | |
b Expro Finance Luxembourg, senior secured note, 144A, 8.50%, | ||||
12/15/16 | United Kingdom | 1,307,000 | 1,368,266 | |
Goodrich Petroleum Corp., senior note, 8.875%, 3/15/19 | United States | 1,200,000 | 1,242,000 | |
Halcon Resources Corp., senior note, | ||||
9.75%, 7/15/20 | United States | 1,000,000 | 1,057,500 | |
8.875%, 5/15/21 | United States | 400,000 | 409,000 | |
b 144A, 9.25%, 2/15/22 | United States | 200,000 | 206,000 | |
b Kinder Morgan Finance Co. LLC, senior secured note, 144A, 6.00%, | ||||
1/15/18 | United States | 1,200,000 | 1,329,000 | |
Kodiak Oil & Gas Corp., senior note, | ||||
8.125%, 12/01/19 | United States | 700,000 | 782,250 | |
5.50%, 1/15/21 | United States | 200,000 | 207,000 | |
Linn Energy LLC/Finance Corp., senior note, | ||||
8.625%, 4/15/20 | United States | 1,000,000 | 1,095,000 | |
7.75%, 2/01/21 | United States | 700,000 | 761,250 | |
Martin Midstream Partners LP/Martin Midstream Finance Corp., senior note, | ||||
8.875%, 4/01/18 | United States | 350,000 | 367,063 | |
7.25%, 2/15/21 | United States | 600,000 | 631,500 | |
Midstates Petroleum Co. Inc./LLC, senior note, 9.25%, 6/01/21 | United States | 700,000 | 743,750 | |
b Murray Energy Corp., senior secured note, 144A, 8.625%, 6/15/21 | United States | 700,000 | 745,500 | |
Oasis Petroleum Inc., senior note, | ||||
7.25%, 2/01/19 | United States | 200,000 | 216,000 | |
6.50%, 11/01/21 | United States | 400,000 | 434,000 | |
6.875%, 1/15/23 | United States | 200,000 | 218,500 | |
b 144A, 6.875%, 3/15/22 | United States | 400,000 | 436,000 |
16 | Semiannual Report
Franklin Universal Trust | ||||
Statement of Investments, February 28, 2014 (unaudited) (continued) | ||||
Country | Principal Amount* | Value | ||
Corporate Bonds (continued) | ||||
Energy (continued) | ||||
Offshore Group Investment Ltd., | ||||
senior bond, first lien, 7.125%, 4/01/23 | United States | 700,000 | $ | 719,250 |
senior secured note, first lien, 7.50%, 11/01/19 | United States | 700,000 | 755,562 | |
PBF Holding Co. LLC, first lien, 8.25%, 2/15/20 | United States | 1,200,000 | 1,323,000 | |
Penn Virginia Corp., senior note, 8.50%, 5/01/20 | United States | 700,000 | 773,500 | |
Penn Virginia Resource Partners LP/Finance Corp. II, senior note, | ||||
8.375%, 6/01/20 | United States | 470,000 | 527,575 | |
6.50%, 5/15/21 | United States | 400,000 | 428,000 | |
Plains Exploration & Production Co., senior note, 6.875%, 2/15/23 | United States | 1,000,000 | 1,120,000 | |
QEP Resources Inc., senior note, | ||||
5.375%, 10/01/22 | United States | 700,000 | 707,000 | |
5.25%, 5/01/23 | United States | 400,000 | 401,000 | |
QR Energy LP/QRE Finance, senior note, 9.25%, 8/01/20 | United States | 1,000,000 | 1,080,000 | |
b,f Quicksilver Resources Inc., secured note, second lien, 144A, FRN, 7.00%, | ||||
6/21/19 | United States | 1,200,000 | 1,194,750 | |
b Sabine Pass Liquefaction LLC, | ||||
first lien, 144A, 6.25%, 3/15/22 | United States | 200,000 | 207,250 | |
secured note, 144A, 5.625%, 2/01/21 | United States | 1,000,000 | 1,030,000 | |
senior secured note, 144A, 5.625%, 4/15/23 | United States | 500,000 | 493,750 | |
b Samson Investment Co., senior note, 144A, 9.75%, 2/15/20 | United States | 1,400,000 | 1,562,750 | |
b Sanchez Energy Corp., senior note, 144A, 7.75%, 6/15/21 | United States | 900,000 | 945,000 | |
W&T Offshore Inc., senior note, 8.50%, 6/15/19 | United States | 1,200,000 | 1,305,000 | |
47,242,121 | ||||
Food, Beverage & Tobacco 2.6% | ||||
Constellation Brands Inc., senior note, 4.25%, 5/01/23 | United States | 500,000 | 491,250 | |
Del Monte Corp., senior note, 7.625%, 2/15/19 | United States | 1,600,000 | 1,668,000 | |
b Dole Food Co. Inc., senior secured note, 144A, 7.25%, 5/01/19 | United States | 800,000 | 813,000 | |
b JBS USA LLC/Finance Inc., senior note, 144A, | ||||
8.25%, 2/01/20 | United States | 300,000 | 330,000 | |
7.25%, 6/01/21 | United States | 700,000 | 743,750 | |
b Post Holdings Inc., senior note, 144A, | ||||
6.75%, 12/01/21 | United States | 100,000 | 107,375 | |
7.375%, 2/15/22 | United States | 800,000 | 875,000 | |
b Sun Merger Sub Inc., senior note, 144A, 5.875%, 8/01/21 | United States | 300,000 | 309,562 | |
5,337,937 | ||||
Health Care Equipment & Services 5.0% | ||||
Alere Inc., | ||||
senior note, 7.25%, 7/01/18 | United States | 900,000 | 992,250 | |
senior sub. note, 6.50%, 6/15/20 | United States | 100,000 | 105,500 | |
Aviv Healthcare Properties LP/Aviv Healthcare Capital Corp., senior note, | ||||
7.75%, 2/15/19 | United States | 1,000,000 | 1,085,000 | |
6.00%, 10/15/21 | United States | 100,000 | 104,750 | |
CHS/Community Health Systems Inc., | ||||
senior note, 8.00%, 11/15/19 | United States | 900,000 | 1,004,400 | |
senior note, 7.125%, 7/15/20 | United States | 400,000 | 437,500 | |
b senior note, 144A, 6.875%, 2/01/22 | United States | 200,000 | 213,125 | |
senior secured note, 5.125%, 8/15/18 | United States | 600,000 | 636,750 |
Semiannual Report | 17
Franklin Universal Trust | |||||
Statement of Investments, February 28, 2014 (unaudited) (continued) | |||||
Country | Principal Amount* | Value | |||
Corporate Bonds (continued) | |||||
Health Care Equipment & Services (continued) | |||||
DaVita HealthCare Partners Inc., senior note, 5.75%, 8/15/22 | United States | 500,000 | $ | 531,250 | |
ExamWorks Group Inc., senior note, 9.00%, 7/15/19 | United States | 800,000 | 884,000 | ||
HCA Inc., | |||||
senior note, 6.50%, 2/15/16 | United States | 1,400,000 | 1,527,750 | ||
senior note, 5.875%, 5/01/23 | United States | 800,000 | 848,000 | ||
senior secured note, 5.875%, 3/15/22 | United States | 600,000 | 657,000 | ||
Tenet Healthcare Corp., senior note, 8.125%, 4/01/22 | United States | 1,000,000 | 1,122,500 | ||
10,149,775 | |||||
Materials 10.6% | |||||
ArcelorMittal, senior note, 6.00%, 3/01/21 | Luxembourg | 900,000 | 973,125 | ||
b Ardagh Packaging Finance PLC, senior note, 144A, 9.125%, 10/15/20 | Luxembourg | 500,000 | 557,500 | ||
b Ardagh Packaging Finance PLC/Ardagh MP Holdings USA Inc., senior note, | |||||
144A, | |||||
6.25%, 1/31/19 | Ireland | 200,000 | 208,000 | ||
7.00%, 11/15/20 | Ireland | 88,235 | 91,985 | ||
6.75%, 1/31/21 | Ireland | 200,000 | 207,625 | ||
b Barminco Finance Pty. Ltd., senior note, 144A, 9.00%, 6/01/18 | Australia | 800,000 | 758,000 | ||
b BlueScope Steel Ltd./BlueScope Steel Finance, senior note, 144A, | |||||
7.125%, 5/01/18 | Australia | 1,400,000 | 1,491,000 | ||
b Cemex SAB de CV, senior secured note, 144A, 9.00%, 1/11/18 | Mexico | 1,500,000 | 1,638,750 | ||
b Eldorado Gold Corp., senior note, 144A, 6.125%, 12/15/20 | Canada | 1,000,000 | 987,500 | ||
Euramax International Inc., senior secured note, 9.50%, 4/01/16 | United States | 100,000 | 101,125 | ||
b Exopack Holding Corp., senior note, 144A, 10.00%, 6/01/18 | United States | 800,000 | 876,000 | ||
b First Quantum Minerals Ltd., senior note, 144A, | |||||
6.75%, 2/15/20 | Canada | 631,000 | 653,085 | ||
7.00%, 2/15/21 | Canada | 631,000 | 654,663 | ||
b FMG Resources (August 2006) Pty. Ltd., senior note, 144A, | |||||
7.00%, 11/01/15 | Australia | 200,000 | 207,375 | ||
6.875%, 2/01/18 | Australia | 1,000,000 | 1,056,250 | ||
8.25%, 11/01/19 | Australia | 300,000 | 331,875 | ||
b Ineos Finance PLC, senior secured note, 144A, 7.50%, 5/01/20 | Switzerland | 800,000 | 880,500 | ||
b Ineos Group Holdings SA, senior note, 144A, | |||||
6.125%, 8/15/18 | Switzerland | 300,000 | 312,750 | ||
5.875%, 2/15/19 | Switzerland | 200,000 | 206,500 | ||
Novelis Inc., senior note, 8.75%, 12/15/20 | Canada | 700,000 | 791,000 | ||
Olin Corp., senior bond, 5.50%, 8/15/22 | United States | 1,600,000 | 1,644,000 | ||
b Orion Engineered Carbons Bondco GmbH, senior secured note, first lien, | |||||
144A, 9.625%, 6/15/18 | Germany | 700,000 | 766,938 | ||
b,c Orion Engineered Carbons Finance & Co. SCA, senior note, 144A, PIK, | |||||
9.25%, 8/01/19 | Germany | 200,000 | 208,375 | ||
b Perstorp Holding AB, first lien, 144A, 8.75%, 5/15/17 | Sweden | 1,000,000 | 1,075,474 | ||
b Rain CII Carbon LLC/Corp., second lien, 144A, 8.25%, 1/15/21 | United States | 500,000 | 517,500 | ||
Reynolds Group Issuer Inc./LLC/SA, | |||||
first lien, 5.75%, 10/15/20 | United States | 500,000 | 525,000 | ||
senior note, 8.50%, 5/15/18 | United States | 1,000,000 | 1,055,000 | ||
senior note, 9.00%, 4/15/19 | United States | 200,000 | 216,000 | ||
senior note, 9.875%, 8/15/19 | United States | 100,000 | 113,250 | ||
senior note, 8.25%, 2/15/21 | United States | 700,000 | 768,250 | ||
18 | Semiannual Report |
Franklin Universal Trust | ||||
Statement of Investments, February 28, 2014 (unaudited) (continued) | ||||
Country | Principal Amount* | Value | ||
Corporate Bonds (continued) | ||||
Materials (continued) | ||||
b Sealed Air Corp., senior note, 144A, | ||||
8.125%, 9/15/19 | United States | 400,000 | $ | 450,500 |
6.50%, 12/01/20 | United States | 400,000 | 444,500 | |
8.375%, 9/15/21 | United States | 300,000 | 347,625 | |
b U.S. Coatings Acquisition Inc./Flash Dutch 2 BV, senior note, 144A, | ||||
7.375%, 5/01/21 | United States | 500,000 | 542,500 | |
21,659,520 | ||||
Media 7.4% | ||||
Cablevision Systems Corp., senior note, 8.625%, 9/15/17 | United States | 700,000 | 836,500 | |
b CBS Outdoor Americas Capital LLC/CBS Outdoor Americas Capital Corp., | ||||
senior bond, 144A, 5.625%, 2/15/24 | United States | 100,000 | 103,500 | |
CCO Holdings LLC/CCO Holdings Capital Corp., senior bond, 5.25%, | ||||
9/30/22 | United States | 800,000 | 802,000 | |
Clear Channel Communications Inc., senior secured bond, first lien, | ||||
9.00%, 3/01/21 | United States | 1,900,000 | 1,999,750 | |
Clear Channel Worldwide Holdings Inc., | ||||
senior note, 6.50%, 11/15/22 | United States | 500,000 | 535,000 | |
senior sub. note, 7.625%, 3/15/20 | United States | 700,000 | 761,250 | |
CSC Holdings LLC, senior note, 6.75%, 11/15/21 | United States | 700,000 | 792,750 | |
DISH DBS Corp., senior note, | ||||
7.125%, 2/01/16 | United States | 1,500,000 | 1,653,750 | |
6.75%, 6/01/21 | United States | 700,000 | 785,750 | |
b Gannett Co. Inc., | ||||
senior bond, 144A, 6.375%, 10/15/23 | United States | 900,000 | 951,750 | |
senior note, 144A, 5.125%, 7/15/20 | United States | 600,000 | 621,000 | |
b The Nielsen Co. (Luxembourg) Sarl, senior note, 144A, 5.50%, | ||||
10/01/21 | United States | 400,000 | 421,250 | |
b Radio One Inc., senior sub. note, 144A, 9.25%, 2/15/20 | United States | 400,000 | 422,000 | |
b Univision Communications Inc., | ||||
senior secured bond, 144A, 6.75%, 9/15/22 | United States | 400,000 | 446,000 | |
senior secured note, 144A, 6.875%, 5/15/19 | United States | 1,000,000 | 1,077,500 | |
senior secured note, 144A, 7.875%, 11/01/20 | United States | 200,000 | 222,500 | |
b UPCB Finance III Ltd., senior secured note, 144A, 6.625%, 7/01/20 | Netherlands | 1,100,000 | 1,181,125 | |
b VTR Finance BV, senior secured note, 144A, 6.875%, 1/15/24 | Chile | 300,000 | 308,037 | |
b WMG Acquisition Corp., secured note, 144A, 6.00%, 1/15/21 | United States | 1,190,000 | 1,249,500 | |
15,170,912 | ||||
Pharmaceuticals, Biotechnology & Life Sciences 2.6% | ||||
b inVentiv Health Inc., senior secured note, 144A, 9.00%, 1/15/18 | United States | 400,000 | 428,000 | |
b,c Jaguar Holding Co. I, senior note, 144A, PIK, 9.375%, 10/15/17 | United States | 600,000 | 634,500 | |
b Jaguar Holding Co. II/Merger Sub Inc., senior note, 144A, 9.50%, | ||||
12/01/19 | United States | 400,000 | 450,000 | |
Par Pharmaceutical Cos. Inc., senior note, 7.375%, 10/15/20 | United States | 1,600,000 | 1,740,000 | |
b Salix Pharmaceuticals Ltd., senior note, 144A, 6.00%, 1/15/21 | United States | 200,000 | 214,500 |
Semiannual Report | 19
Franklin Universal Trust | ||||
Statement of Investments, February 28, 2014 (unaudited) (continued) | ||||
Country | Principal Amount* | Value | ||
Corporate Bonds (continued) | ||||
Pharmaceuticals, Biotechnology & Life Sciences (continued) | ||||
b Valeant Pharmaceuticals International Inc., senior note, 144A, | ||||
7.50%, 7/15/21 | United States | 300,000 | $ | 343,500 |
5.625%, 12/01/21 | United States | 200,000 | 212,750 | |
b VPI Escrow Corp., senior note, 144A, 6.375%, 10/15/20 | United States | 1,100,000 | 1,207,250 | |
5,230,500 | ||||
Retailing 1.2% | ||||
b Academy Ltd./Finance Corp., senior note, 144A, 9.25%, 8/01/19 | United States | 800,000 | 880,000 | |
b American Builders & Contractors Supply Co. Inc., senior note, 144A, | ||||
5.625%, 4/15/21 | United States | 900,000 | 927,000 | |
b New Look Bondco I PLC, secured note, 144A, 8.375%, 5/14/18 | United Kingdom | 600,000 | 645,000 | |
2,452,000 | ||||
Semiconductors & Semiconductor Equipment 0.8% | ||||
Freescale Semiconductor Inc., | ||||
senior note, 8.05%, 2/01/20 | United States | 800,000 | 882,000 | |
senior note, 10.75%, 8/01/20 | United States | 504,000 | 588,420 | |
b senior secured note, 144A, 6.00%, 1/15/22 | United States | 200,000 | 212,750 | |
1,683,170 | ||||
Software & Services 3.2% | ||||
b BMC Software Finance Inc., senior note, 144A, 8.125%, 7/15/21 | United States | 700,000 | 739,375 | |
Equinix Inc., senior bond, 5.375%, 4/01/23 | United States | 1,300,000 | 1,326,000 | |
First Data Corp., | ||||
senior bond, 12.625%, 1/15/21 | United States | 900,000 | 1,080,000 | |
b senior note, 144A, 11.25%, 1/15/21 | United States | 200,000 | 228,500 | |
b senior secured bond, 144A, 8.25%, 1/15/21 | United States | 900,000 | 981,000 | |
Sterling International Inc., senior note, 11.00%, 10/01/19 | United States | 500,000 | 525,000 | |
West Corp., senior note, 7.875%, 1/15/19 | United States | 1,600,000 | 1,728,000 | |
6,607,875 | ||||
Technology Hardware & Equipment 1.2% | ||||
b Alcatel-Lucent USA Inc., senior note, 144A, 6.75%, 11/15/20 | United States | 1,200,000 | 1,284,000 | |
b Blackboard Inc., senior note, 144A, 7.75%, 11/15/19 | United States | 400,000 | 416,000 | |
b,c CommScope Holdings Co. Inc., senior note, 144A, PIK, 6.625%, | ||||
6/01/20 | United States | 400,000 | 425,000 | |
b CommScope Inc., senior note, 144A, 8.25%, 1/15/19 | United States | 364,000 | 398,580 | |
2,523,580 | ||||
Telecommunication Services 8.5% | ||||
b Altice Financing SA, secured note, 144A, 6.50%, 1/15/22 | Luxembourg | 700,000 | 730,188 | |
CenturyLink Inc., senior bond, 6.75%, 12/01/23 | United States | 300,000 | 319,500 | |
Cricket Communications Inc., senior note, 7.75%, 10/15/20 | United States | 1,500,000 | 1,706,250 | |
Crown Castle International Corp., senior bond, | ||||
7.125%, 11/01/19 | United States | 100,000 | 107,250 | |
5.25%, 1/15/23 | United States | 200,000 | 206,000 | |
b Digicel Group Ltd., senior note, 144A, 8.25%, 9/30/20 | Bermuda | 900,000 | 953,073 | |
b Digicel Ltd., senior note, 144A, 6.00%, 4/15/21 | Bermuda | 500,000 | 501,250 |
20 | Semiannual Report
Franklin Universal Trust
Statement of Investments, February 28, 2014 (unaudited) (continued)
Country | Principal Amount* | Value | ||
Corporate Bonds (continued) | ||||
Telecommunication Services (continued) | ||||
b eAccess Ltd., senior note, 144A, 8.25%, 4/01/18 | Japan | 700,000 | $ | 767,375 |
Frontier Communications Corp., senior note, | ||||
8.50%, 4/15/20 | United States | 800,000 | 928,000 | |
9.25%, 7/01/21 | United States | 200,000 | 237,500 | |
8.75%, 4/15/22 | United States | 700,000 | 805,000 | |
Intelsat Jackson Holdings SA, | ||||
senior bond, 6.625%, 12/15/22 | Luxembourg | 500,000 | 528,125 | |
senior note, 7.25%, 10/15/20 | Luxembourg | 200,000 | 218,250 | |
senior note, 7.50%, 4/01/21 | Luxembourg | 1,500,000 | 1,661,250 | |
b Lynx II Corp., senior bond, 144A, 6.375%, 4/15/23 | United Kingdom | 300,000 | 318,750 | |
b Millicom International Cellular SA, senior note, 144A, 6.625%, | ||||
10/15/21 | Luxembourg | 900,000 | 939,937 | |
b Sprint Corp., | ||||
senior bond, 144A, 7.125%, 6/15/24 | United States | 200,000 | 210,500 | |
senior note, 144A, 7.875%, 9/15/23 | United States | 500,000 | 555,000 | |
b Sprint Nextel Corp., senior note, 144A, | ||||
9.00%, 11/15/18 | United States | 2,000,000 | 2,455,000 | |
7.00%, 3/01/20 | United States | 500,000 | 580,000 | |
T-Mobile USA Inc., | ||||
senior bond, 6.50%, 1/15/24 | United States | 200,000 | 212,500 | |
senior note, 6.542%, 4/28/20 | United States | 800,000 | 869,000 | |
senior note, 6.125%, 1/15/22 | United States | 100,000 | 106,000 | |
b Wind Acquisition Finance SA, senior secured note, 144A, 11.75%, | ||||
7/15/17 | Italy | 1,500,000 | 1,590,000 | |
17,505,698 | ||||
Transportation 1.3% | ||||
Hertz Corp., senior note, | ||||
7.50%, 10/15/18 | United States | 600,000 | 643,500 | |
6.75%, 4/15/19 | United States | 1,000,000 | 1,076,250 | |
b Stena AB, senior bond, 144A, 7.00%, 2/01/24 | Sweden | 500,000 | 516,250 | |
b Stena International SA, secured bond, 144A, 5.75%, 3/01/24 | Sweden | 500,000 | 506,563 | |
2,742,563 | ||||
Utilities 1.7% | ||||
b Calpine Corp., senior secured note, 144A, | ||||
7.875%, 7/31/20 | United States | 388,000 | 435,530 | |
7.50%, 2/15/21 | United States | 822,000 | 910,365 | |
7.875%, 1/15/23 | United States | 408,000 | 461,040 | |
b InterGen NV, secured bond, 144A, 7.00%, 6/30/23 | Netherlands | 800,000 | 846,500 | |
b Texas Competitive Electric Holdings Co. LLC/Texas Competitive Electric | ||||
Holdings Finance Inc., senior secured note, 144A, 11.50%, 10/01/20 | United States | 1,200,000 | 889,500 | |
3,542,935 | ||||
Total Corporate Bonds (Cost $164,647,693) | 176,144,714 |
Semiannual Report | 21
Franklin Universal Trust | |||||
Statement of Investments, February 28, 2014 (unaudited) (continued) | |||||
Country | Principal Amount* | Value | |||
f,gSenior Floating Rate Interests 1.0% | |||||
Capital Goods 0.2% | |||||
Navistar Inc., Tranche B Term Loan, 5.75%, 8/17/17 | United States | 345,513 | $ | 351,055 | |
Household & Personal Products 0.5% | |||||
Sun Products Corp., Tranche B Term Loan, 5.50%, 3/23/20 | United States | 992,500 | 952,180 | ||
Utilities 0.3% | |||||
Texas Competitive Electric Holdings Co. LLC, 2017 Term Loan, 4.74%, | |||||
10/10/17 | United States | 954,192 | 667,457 | ||
Total Senior Floating Rate Interests (Cost $2,166,015) | 1,970,692 | ||||
Shares | |||||
Escrow and Litigation Trusts (Cost $) 0.0% | |||||
a,h NewPage Corp., Litigation Trust | United States | 1,200,000 | | ||
Total Investments before Short Term Investments | |||||
(Cost $217,125,436) | 260,241,921 | ||||
Short Term Investments (Cost $1,518,070) 0.7% | |||||
Money Market Funds 0.7% | |||||
a,i Institutional Fiduciary Trust Money Market Portfolio | United States | 1,518,070 | 1,518,070 | ||
Total Investments (Cost $218,643,506) 127.7% | 261,759,991 | ||||
Notes Payable (29.3)% | (60,000,000 | ) | |||
Other Assets, less Liabilities 1.6% | 3,190,397 | ||||
Net Assets 100.0% | $ | 204,950,388 |
See Abbreviations on page 35.
*The principal amount is stated in U.S. dollars unless otherwise indicated.
aNon-income producing.
bSecurity was purchased pursuant to Rule 144A under the Securities Act of 1933 and may be sold in transactions exempt from registration only to qualified institutional buyers or in
a public offering registered under the Securities Act of 1933. These securities have been deemed liquid under guidelines approved by the Funds Board of Trustees. At February 28,
2014, the aggregate value of these securities was $72,660,614, representing 35.45% of net assets.
cIncome may be received in additional securities and/or cash.
dSee Note 9 regarding defaulted securities.
ePerpetual security with no stated maturity date.
fThe coupon rate shown represents the rate at period end.
gSee Note 1(b) regarding senior floating rate interests.
hSecurity has been deemed illiquid because it may not be able to be sold within seven days. At February 28, 2014, the value of this security was $-.
iSee Note 8 regarding investments in the Institutional Fiduciary Trust Money Market Portfolio.
22 | The accompanying notes are an integral part of these financial statements. | Semiannual Report
Franklin Universal Trust | |||
Financial Statements | |||
Statement of Assets and Liabilities | |||
February 28, 2014 (unaudited) | |||
Assets: | |||
Investments in securities: | |||
Cost - Unaffiliated issuers | $ | 217,125,436 | |
Cost - Sweep Money Fund (Note 8) | 1,518,070 | ||
Total cost of investments | $ | 218,643,506 | |
Value - Unaffiliated issuers | $ | 260,241,921 | |
Value - Sweep Money Fund (Note 8) | 1,518,070 | ||
Total value of investments | 261,759,991 | ||
Receivables: | |||
Investment securities sold | 859,589 | ||
Dividends and interest | 3,861,719 | ||
Notes issuance costs (Note 3) | 114,837 | ||
Total assets | 266,596,136 | ||
Liabilities: | |||
Payables: | |||
Investment securities purchased | 415,132 | ||
Management fees | 164,476 | ||
Transfer agent fees | 50,644 | ||
Distributions to shareholders | 992,710 | ||
Accrued interest (Note 3) | 9,567 | ||
Senior fixed rate Notes (Note 3) | 60,000,000 | ||
Accrued expenses and other liabilities | 13,219 | ||
Total liabilities | 61,645,748 | ||
Net assets, at value | $ | 204,950,388 | |
Net assets consist of: | |||
Paid-in capital | $ | 172,984,952 | |
Undistributed net investment income | 1,112,363 | ||
Net unrealized appreciation (depreciation) | 43,116,485 | ||
Accumulated net realized gain (loss) | (12,263,412 | ) | |
Net assets, at value | $ | 204,950,388 | |
Shares outstanding | 25,131,894 | ||
Net asset value per share | $ | 8.16 |
Semiannual Report | The accompanying notes are an integral part of these financial statements. | 23
Franklin Universal Trust | |||
Financial Statements (continued) | |||
Statement of Operations | |||
for the six months ended February 28, 2014 (unaudited) | |||
Investment income: | |||
Dividends | $ | 1,686,489 | |
Interest | 6,395,955 | ||
Total investment income | 8,082,444 | ||
Expenses: | |||
Management fees (Note 4a) | 967,422 | ||
Interest expense (Note 3) | 856,217 | ||
Transfer agent fees | 32,438 | ||
Custodian fees (Note 5) | 1,687 | ||
Reports to shareholders | 20,602 | ||
Professional fees | 31,104 | ||
Trustees’ fees and expenses | 10,267 | ||
Amortization of Notes issuance costs (Note 3) | 11,921 | ||
Other | 33,982 | ||
Total expenses | 1,965,640 | ||
Expense reductions (Note 5) | (11 | ) | |
Net expenses | 1,965,629 | ||
Net investment income | 6,116,815 | ||
Realized and unrealized gains (losses): | |||
Net realized gain (loss) from investments | 3,142,778 | ||
Net change in unrealized appreciation (depreciation) on investments | 10,386,337 | ||
Net realized and unrealized gain (loss) | 13,529,115 | ||
Net increase (decrease) in net assets resulting from operations | $ | 19,645,930 |
24 | The accompanying notes are an integral part of these financial statements. | Semiannual Report
Franklin Universal Trust | ||||||
Financial Statements (continued) | ||||||
Statements of Changes in Net Assets | ||||||
Six Months Ended | ||||||
February 28, 2014 | Year Ended | |||||
(unaudited) | August 31, 2013 | |||||
Increase (decrease) in net assets: | ||||||
Operations: | ||||||
Net investment income | $ | 6,116,815 | $ | 10,848,364 | ||
Net realized gain (loss) from investments | 3,142,778 | 3,400,837 | ||||
Net change in unrealized appreciation (depreciation) on investments. | 10,386,337 | 705,274 | ||||
Net increase (decrease) in net assets resulting from operations | 19,645,930 | 14,954,475 | ||||
Distributions to shareholders from net investment income | (5,918,561 | ) | (11,460,144 | ) | ||
Net increase (decrease) in net assets | 13,727,369 | 3,494,331 | ||||
Net assets: | ||||||
Beginning of period | 191,223,019 | 187,728,688 | ||||
End of period | $ | 204,950,388 | $ | 191,223,019 | ||
Undistributed net investment income included in net assets: | ||||||
End of period | $ | 1,112,363 | $ | 914,109 |
Semiannual Report | The accompanying notes are an integral part of these financial statements. | 25
Franklin Universal Trust | |||
Financial Statements (continued) | |||
Statement of Cash Flows | |||
for the six months ended February 28, 2014 | |||
Cash flow from operating activities: | |||
Dividends, interest and other income received | $ | 7,936,005 | |
Operating expenses paid | (1,116,378 | ) | |
Interest expense paid | (861,000 | ) | |
Purchases of long-term investments | (40,135,399 | ) | |
Sales and maturities of long-term investments | 20,620,314 | ||
Net sales of short-term investments | 19,523,341 | ||
Cash provided - operating activities | 5,966,883 | ||
Cash flow used from financing activities: | |||
Payment of Notes issuance costs | (86,039 | ) | |
Distributions to shareholders | (5,880,863 | ) | |
Cash used - financing activities | (5,966,902 | ) | |
Net increase (decrease) in cash | (19 | ) | |
Cash at beginning of period | 19 | ||
Cash at end of period | $ | — | |
Reconciliation of Net Increase (Decrease) in Net Assets resulting from Operating Activities to Net Cash | |||
Provided by Operating Activities | |||
for the six months ended February 28, 2014 | |||
Net increase (decrease) in net assets resulting from operating activities | $ | 19,645,930 | |
Adjustments to reconcile net increase (decrease) in net assets resulting from operating activities to net cash provided | |||
by operating activities: | |||
Amortization of Notes issuance costs | 11,921 | ||
Net amortization income | (17,033 | ) | |
Other investment transactions | 69,914 | ||
Increase in dividends and interest receivable | (199,320 | ) | |
Decrease in payables to affiliates, accrued expenses, and other liabilities | (23,670 | ) | |
Increase in cost of investments | (3,134,522 | ) | |
Increase in unrealized appreciation on investments | (10,386,337 | ) | |
Net cash provided by operating activities | $ | 5,966,883 |
26 | The accompanying notes are an integral part of these financial statements. | Semiannual Report
Franklin Universal Trust
Notes to Financial Statements (unaudited)
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Franklin Universal Trust (Fund) is registered under the Investment Company Act of 1940, as amended, (1940 Act) as a closed-end investment company.
The following summarizes the Funds significant accounting policies.
a. Financial Instrument Valuation
The Funds 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 at the close of the New York Stock Exchange (NYSE), generally at 4p.m. Eastern time (NYSE close) on each day the NYSE is open for trading. Senior fixed rate notes are carried at cost. Under procedures approved by the Funds Board of Trustees (the Board), the Funds administrator, investment manager and other affiliates have formed the Valuation and Liquidity Oversight Committee (VLOC). The VLOC provides administration and oversight of the Funds valuation policies and procedures, which are approved annually by the Board. Among other things, these procedures allow the Fund to utilize independent pricing services, quotations from securities and financial instrument dealers, and other market sources to determine fair value.
Equity securities listed on an exchange or on the NASDAQ National Market System are valued at the last quoted sale price or the official closing price of the day, respectively. Foreign equity securities are valued as of the close of trading on the foreign stock exchange on which the security is primarily traded or as of the NYSE close, whichever is earlier. The value is then converted into its U.S. dollar equivalent at the foreign exchange rate in effect at the NYSE close on the day that the value of the security is determined. Over-the-counter (OTC) securities are valued within the range of the most recent quoted bid and ask prices. Securities that trade in multiple markets or on multiple exchanges are valued according to the broadest and most representative market. Certain equity securities are valued based upon fundamental characteristics or relationships to similar securities. Investments in open-end mutual funds are valued at the closing net asset value.
Debt securities generally trade in the OTC market rather than on a securities exchange. The Funds 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. Securities denominated in a foreign currency are converted into their U.S. dollar equivalent
Semiannual Report | 27
Franklin Universal Trust
Notes to Financial Statements (unaudited) (continued)
1. | ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued) |
a. | Financial Instrument Valuation (continued) |
at the foreign exchange rate in effect at the NYSE close on the date that the values of the foreign debt securities are determined.
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 VLOC convenes on a regular basis to review such financial instruments and considers a number of factors, including significant unobservable valuation inputs, when arriving at fair value. The VLOC primarily employs a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values, and other relevant information for the investment to determine the fair value of the investment. An income-based valuation approach may also be used in which the anticipated future cash flows of the investment are discounted to calculate fair value. Discounts may also be applied due to the nature or duration of any restrictions on the disposition of the investments. Due to the inherent uncertainty of valuations of such investments, the fair values may differ significantly from the values that would have been used had an active market existed. The VLOC employs various methods for calibrating these valuation approaches including a regular review of key inputs and assumptions, transactional back-testing or disposition analysis, and reviews of any related market activity.
Trading in securities on foreign securities stock exchanges and OTC markets may be completed before the daily NYSE close. In addition, trading in certain foreign markets may not take place on every NYSE business day. Occasionally, events occur between the time at which trading in a foreign security is completed and the close of the NYSE 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 Funds portfolio securities as determined at the foreign market close and the latest indications of value at the close of the NYSE. In order to minimize the potential for these differences, the VLOC monitors price movements following the close of trading in foreign stock markets through a series of country specific market proxies (such as baskets of American Depositary Receipts, futures contracts and exchange traded funds). These price movements are measured against established trigger thresholds for each specific market proxy to assist in determining if an event has occurred that may call into question the reliability of the values of the foreign securities held by the Fund. If such an event occurs, the securities may be valued using fair value procedures, which may include the use of independent pricing services.
Also, when the last day of the reporting period is a non-business day, certain foreign markets may be open on those days that the NYSE is closed, which could result in differences between the value of the Funds 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.
28 | Semiannual Report
Franklin Universal Trust
Notes to Financial Statements (unaudited) (continued)
1. | ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued) |
b. | 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.
c. Income and Deferred Taxes
It is the Funds 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 recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained upon examination by the tax authorities based on the technical merits of the tax position. As of February 28, 2014, and for all open tax years, the Fund has determined that no liability for unrecognized tax benefits is required in the Funds financial statements related to uncertain tax positions taken on a tax return (or expected to be taken on future tax returns). Open tax years are those that remain subject to examination and are based on each tax jurisdiction statute of limitation.
d. Security Transactions, Investment Income, Expenses and Distributions
Security transactions are accounted for on trade date. Realized gains and losses on security transactions are determined on a specific identification basis. Interest income and estimated expenses are accrued daily. Amortization of premium and accretion of discount on debt securities are included in interest income. Facility fees are recognized as income over the expected term of the loan. Dividend income is recorded on the ex-dividend date except that certain dividends from foreign securities are recognized as soon as the Fund is notified of the ex-dividend date. Distributions to shareholders are recorded on the ex-dividend date and are determined according to income tax regulations (tax basis). Distributable earnings determined on a tax
Semiannual Report | 29
Franklin Universal Trust
Notes to Financial Statements (unaudited) (continued)
1. | ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued) |
d. | Security Transactions, Investment Income, Expenses and Distributions (continued) |
basis may differ from earnings recorded in accordance with accounting principles generally accepted in the United States of America. These differences may be permanent or temporary. Permanent differences are reclassified among capital accounts to reflect their tax character. These reclassifications have no impact on net assets or the results of operations. Temporary differences are not reclassified, as they may reverse in subsequent periods.
e. Accounting Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the amounts of income and expenses during the reporting period. Actual results could differ from those estimates.
f. Guarantees and Indemnifications
Under the Funds 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 Funds maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. Currently, the Fund expects the risk of loss to be remote.
2. SHARES OF BENEFICIAL INTEREST
At February 28, 2014, there were an unlimited number of shares authorized ($0.01 par value). During the periods ended February 28, 2014 and August 31, 2013, there were no shares issued; all reinvested distributions were satisfied with previously issued shares purchased in the open market.
The Board previously authorized an open-market share repurchase program pursuant to which the Fund may purchase, from time to time, Fund shares in open-market transactions, at the discretion of management. This authorization remains in effect. During the periods ended February 28, 2014 and August 31, 2013, there were no shares repurchased.
3. SENIOR FIXED RATE NOTES
During the year ended August 31, 2013, the Fund had $42 million five-year senior fixed rate notes outstanding, bearing interest at 5.87% per year. The issuance costs of $427,946 incurred by the Fund were deferred and amortized on an interest method basis over the term of the notes. During the year ended August 31, 2009, the Fund made early partial prepayments of $23 million and incurred make whole premiums in the amount of $1,701,222. Prior to these prepayments,
30 | Semiannual Report
Franklin Universal Trust
Notes to Financial Statements (unaudited) (continued)
3. SENIOR FIXED RATE NOTES (continued)
the balance of the notes was $65 million. In connection with these prepayments, the Fund expensed $145,034 of previously incurred notes issuance costs. On August 28, 2013, the notes matured and were paid in full.
On August 28, 2013, the Fund issued $60 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 2.87% per year, to maturity on August 28, 2018. 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 period ended February 28, 2014, total interest expensed by the Fund on the Notes was $856,217. 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 period ended February 28, 2014. The issuance costs of $126,916 incurred by the Fund are deferred and amortized on an interest method basis over the term of the Notes. For the period ended February 28, 2014, the Fund amortized $11,921 of Notes issuance costs. Subject to certain restrictions and make whole premiums, the Fund may prepay the Notes at any time. At February 28, 2014, if the Notes were fully prepaid, the make whole premium related to the current balance of the Notes would have been approximately $2,700,000.
The Fund employs an income-based approach to determine the fair value of the Notes, which uses the Notes current credit rating, remaining time to maturity, stated coupon rates, the current yield of a comparable asset, and a liquidity premium. At February 28, 2014, the estimated fair value of the Notes was approximately $61,100,000. The inputs used in determining the fair value of the Notes represent Level 3 in the fair value hierarchy. See Note 10 regarding fair value measurements for additional information about fair value hierarchy and Level 3 inputs.
4. TRANSACTIONS WITH AFFILIATES
Franklin Resources, Inc. is the holding company for various subsidiaries that together are referred to as Franklin Templeton Investments. Certain officers and trustees of the Fund are also officers and/or directors of the following subsidiaries:
Subsidiary | Affiliation |
Franklin Advisers, Inc. (Advisers) | Investment manager |
Franklin Templeton Services, LLC (FT Services) | Administrative manager |
a. Management Fees
The Fund pays an investment management fee to Advisers of 0.75% per year of the average weekly managed assets. Managed assets are defined as the Funds gross asset value minus the sum of accrued liabilities, other than the principal amount of the Notes.
Semiannual Report | 31
Franklin Universal Trust
Notes to Financial Statements (unaudited) (continued)
4. | TRANSACTIONS WITH AFFILIATES (continued) |
b. | Administrative Fees |
Under an agreement with Advisers, FT Services provides administrative services to the Fund. The fee is paid by Advisers based on the Funds average daily net assets, and is not an additional expense of the Fund.
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 Funds custodian expenses. During the period ended February 28, 2014, 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. Capital loss carryforwards with no expiration, if any, must be fully utilized before those losses with expiration dates.
At August 31, 2013, capital loss carryforwards were as follows:
Capital loss carryforwards subject to expiration: | ||
2014 | $ | 4,643,995 |
2017 | 1,679,183 | |
2018 | 9,083,012 | |
Total capital loss carryforwards | $ | 15,406,190 |
At February 28, 2014, the cost of investments and net unrealized appreciation (depreciation) for income tax purposes were as follows:
Cost of investments | $ | 218,678,687 | |
Unrealized appreciation | $ | 45,511,283 | |
Unrealized depreciation | (2,429,979 | ) | |
Net unrealized appreciation (depreciation) | $ | 43,081,304 |
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, payments-in-kind, and bond discounts and premiums.
32 | Semiannual Report
Franklin Universal Trust
Notes to Financial Statements (unaudited) (continued)
7. INVESTMENT TRANSACTIONS
Purchases and sales of investments (excluding short term securities) for the period ended February 28, 2014, aggregated $33,077,334 and $21,479,903, respectively.
8. INVESTMENTS IN INSTITUTIONAL FIDUCIARY TRUST MONEY MARKET PORTFOLIO
The Fund invests in the Institutional Fiduciary Trust Money Market Portfolio (Sweep Money Fund), an open-end investment company managed by Advisers. Management fees paid by the Fund are reduced on assets invested in the Sweep Money Fund, in an amount not to exceed the management and administrative fees paid by the Sweep Money Fund.
9. CREDIT RISK AND DEFAULTED SECURITIES
At February 28, 2014, the Fund had 67.27% of its portfolio invested in high yield securities, senior secured floating rate notes, or other securities rated below investment grade. These securities may be more sensitive to economic conditions causing greater price volatility and are potentially subject to a greater risk of loss due to default than higher rated securities.
The Fund held a defaulted security and/or other securities for which the income has been deemed uncollectible. At February 28, 2014, the value of this security represents less than 0.05% of the Funds portfolio. The Fund discontinues accruing income on securities for which income has been deemed uncollectible and provides an estimate for losses on interest receivable. The security has been identified on the accompanying Statement of Investments.
10. FAIR VALUE MEASUREMENTS
The Fund follows a fair value hierarchy that distinguishes between market data obtained from independent sources (observable inputs) and the Funds own market assumptions (unobservable inputs). These inputs are used in determining the value of the Funds financial instruments and are summarized in the following fair value hierarchy:
Semiannual Report | 33
Franklin Universal Trust
Notes to Financial Statements (unaudited) (continued)
10. FAIR VALUE MEASUREMENTS (continued)
The input levels are not necessarily an indication of the risk or liquidity associated with financial instruments at that level.
For movements between the levels within the fair value hierarchy, the Fund has adopted a policy of recognizing the transfers as of the date of the underlying event which caused the movement.
A summary of inputs used as of February 28, 2014, in valuing the Fund’s assets carried at fair value, is as follows:
Level 1 | Level 2 | Level 3 | Total | |||||
Assets: | ||||||||
Investments in Securities: | ||||||||
Equity Investments:a | ||||||||
Materials | $ | 4,238,368 | $ | 222,000 | $ | — | $ | 4,460,368 |
Transportation | — | 589,986 | — | 589,986 | ||||
Other Equity Investmentsb | 77,076,161 | — | — | 77,076,161 | ||||
Corporate Bonds | — | 176,144,714 | — | 176,144,714 | ||||
Senior Floating Rate Interests | — | 1,970,692 | — | 1,970,692 | ||||
Escrow and Litigation Trusts | — | — | —c | —c | ||||
Short Term Investments | 1,518,070 | — | — | 1,518,070 | ||||
Total Investments in Securities | $ | 82,832,599 | $ | 178,927,392 | $ | —c | $ | 261,759,991 |
aIncludes common, preferred and convertible preferred stocks.
bFor detailed categories, see the accompanying Statement of Investments.
cIncludes security determined to have no value at February 28, 2014.
A reconciliation of assets in which Level 3 inputs are used in determining fair value is presented when there are significant Level 3 investments at the end of the period.
11. NEW ACCOUNTING PRONOUNCEMENTS
In June 2013, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2013-08, Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements. The ASU modifies the criteria used in defining an investment company under U.S. Generally Accepted Accounting Principles and also sets forth certain measurement and disclosure requirements. Under the ASU, an entity that is registered under the 1940 Act automatically qualifies as an investment company. The ASU is effective for interim and annual reporting periods beginning after December 15, 2013. Management has reviewed the requirements and believes the adoption of this ASU will not have a material impact on the financial statements.
34 | Semiannual Report
Franklin Universal Trust
Notes to Financial Statements (unaudited) (continued)
12. SUBSEQUENT EVENTS
The Fund has evaluated subsequent events through the issuance of the financial statements and determined that no events have occurred that require disclosure.
ABBREVIATIONS
Selected Portfolio
ADR - American Depositary Receipt
FRN - Floating Rate Note
PIK - Payment-In-Kind
Semiannual Report | 35
Franklin Universal Trust
Shareholder Information
Board Review of Investment Management Agreement
At a meeting held February 25, 2014, the Board of Trustees (Board), including a majority of non-interested or independent Trustees, approved renewal of the investment management agreement for Franklin Universal Trust (Fund). In reaching this decision, the Board took into account information furnished throughout the year at regular Board meetings, as well as information prepared specifically in connection with the annual renewal review process. Information furnished and discussed throughout the year included investment performance reports on the Fund, information on its share price discount to net asset value, and other related financial information, as well as periodic reports on expenses, legal and compliance matters, pricing, brokerage commissions and execution and other services provided by the Investment Manager (Manager) and its affiliates. Information furnished specifically in connection with the renewal process included a report prepared by Lipper, Inc. (Lipper), an independent organization, as well as additional material, including a Fund profitability analysis prepared by management. The Lipper reports compared the Funds investment performance and expenses with those of other funds deemed comparable to the Fund as selected by Lipper. The Fund profitability analysis discussed the profitability to Franklin Templeton Investments from its overall U.S. fund operations, as well as on an individual fund-by-fund basis. Additional material accompanying such profitability analysis included information on a fund-by-fund basis listing portfolio managers and other accounts they manage, as well as information on management fees charged by the Manager and its affiliates to U.S. funds and other accounts, including managements explanation of differences where relevant. Such material also included a memorandum prepared by management describing project initiatives and capital investments relating to the services provided to the Fund by the Franklin Templeton Investments organization, as well as a memorandum relating to economies of scale.
In considering such materials, the independent Trustees received assistance and advice from and met separately with independent counsel. In approving continuance of the investment management agreement for the Fund, the Board, including a majority of independent Trustees, determined that the existing management fee structure was fair and reasonable and that continuance of the investment management agreement was in the best interests of the Fund and its shareholders. While attention was given to all information furnished, the following discusses some primary factors relevant to the Boards decision.
NATURE, EXTENT AND QUALITY OF SERVICE. The Board was satisfied with the nature and quality of the overall services provided by the Manager and its affiliates to the Fund and its shareholders. In addition to investment performance and expenses discussed later, the Boards opinion was based, in part, upon periodic reports furnished it showing that the investment policies and restrictions for the Fund were consistently complied with as well as other reports periodically furnished the Board covering matters such as the compliance of portfolio managers and other management personnel with the code of ethics adopted throughout the Franklin Templeton fund complex, the adherence to fair value pricing procedures established by the Board, and the accuracy
36 | Semiannual Report
Franklin Universal Trust
Shareholder Information (continued)
Board Review of Investment Management Agreement (continued)
of net asset value calculations. Favorable consideration was given to managements efforts and expenditures in establishing back-up systems and recovery procedures to function in the event of a natural disaster, it being noted by the Board that such systems and procedures had functioned well during the Florida hurricanes and blackouts experienced in previous years, and that those operations in the New York/New Jersey area ran smoothly during the period of the 2012 Hurricane Sandy. Among other factors taken into account by the Board were the managers best execution trading policies, including a favorable report by an independent portfolio trading analytical firm, which also covered FOREX transactions. Consideration was also given to the experience of the Funds portfolio management team, the number of accounts managed and general method of compensation. In this latter respect, the Board noted that a primary factor in managements determination of the level of a portfolio managers bonus compensation was the relative investment performance of the funds he or she managed and that a portion of such bonus was required to be invested in a predesig-nated list of funds within such persons fund management area so as to be aligned with the interests of shareholders. Particular attention was given to managements conservative approach and diligent risk management procedures, including continuous monitoring of counterparty credit risk and attention given to derivatives and other complex instruments including expanded collateralization requirements. The Board also took into account, among other things, the strong financial position of the Managers parent company and its commitment to the fund business as evidenced by its subsidization of money market funds.
INVESTMENT PERFORMANCE. The Board placed significant emphasis on the investment performance of the Fund in view of its importance to shareholders. Consideration was given to performance reports and discussions with portfolio managers at Board meetings during the year, as well as the Lipper report furnished for the agreement renewal. The Lipper report prepared for the Fund showed its investment performance in comparison with a performance universe consisting of the Fund and all leveraged closed-end high yield funds as selected by Lipper during 2013, as well as the previous 10 years ended December 31, 2013. Such report considered both income return and total return on a net asset value basis without regard to market discounts or premiums to accurately reflect investment performance. The Lipper report showed the Funds income return to be in the lowest performing quintile of such performance universe for the one-year period and on an annualized basis for each of the previous three-, five- and 10-year periods, as well. The Lipper report showed the Funds total return to be in the second-highest performing quintile of its performance universe in 2013, and on an annualized basis to be in the middle performing quintile of such universe for the previous three-year period, the second-lowest performing quintile of such universe for the previous five-year period, and the second-highest performing quintile of such universe for the previous 10-year period. In discussing such performance, management pointed out that the Funds mandate to invest between 20 and 30 percent of its assets in utilities stocks differed from the Lipper performance universe, which included pure high yield funds, and that its relative performance within such universe reflected such difference. The Board believed this explanation
Semiannual Report | 37
Franklin Universal Trust
Shareholder Information (continued)
Board Review of Investment Management Agreement (continued)
was reasonable and the Funds performance to be acceptable in view of such mandate and the Funds investment objective of high, current income consistent with preservation of capital. In doing so, the Board noted, as shown in the Lipper report, that the Funds income return in 2013 and each of the previous annualized three-, five- and 10-year periods exceeded 6%, and its total return was nearly 11% in 2013 and exceeded 11%, 19%, and 9%, respectively, for the previous three-, five- and 10-year annualized periods.
COMPARATIVE EXPENSES. Consideration was given to a comparative analysis of the management fee and total expense ratio of the Fund compared with a Lipper expense group consisting of the Fund and 11 other leveraged closed-end high, current yield funds as selected by Lipper. Lipper expense data is based upon information taken from each funds most recent annual report, which reflects historical asset levels that may be quite different from those currently existing, particularly in a period of market volatility. While recognizing such inherent limitation and the fact that expense ratios generally increase as assets decline and decrease as assets grow, the Board believed the independent analysis conducted by Lipper to be an appropriate measure of comparative expenses. In reviewing comparative costs, Lipper provides information on the Funds contractual investment management fee in comparison with the contractual investment management fee rate that would have been charged by other funds within its Lipper expense group assuming they were similar in size to the Fund, as well as the actual total expenses of the Fund in comparison with those of its Lipper expense group. The Lipper contractual investment management fee analysis considers administrative fees to be part of investment management fees. The Lipper report showed the Funds contractual management fee rate to be below the median of its Lipper expense group and its actual total expense ratio to be 56 basis points above the median of such group. The Board believed the investment management fee and actual total expense ratio of the Fund, as shown in the Lipper report, to be acceptable, and noted that the Lipper report showed the Funds total expense ratio excluding investment-related expenses and taxes to be the second lowest in the Lipper expense group.
MANAGEMENT PROFITABILITY. The Board also considered the level of profits realized by the Manager and its affiliates in connection with the operation of the Fund. In this respect, the Board reviewed the Fund profitability analysis that addresses the overall profitability of Franklin Templetons U.S. fund business, as well as its profits in providing management and other services to each of the individual funds during the 12-month period ended September 30, 2013, being the most recent fiscal year-end for Franklin Resources, Inc., the Managers parent. In reviewing the analysis, the Board recognized that allocation methodologies are inherently subjective and various allocation methodologies may be reasonable while producing different results. In this respect, the Board noted that while management continuously makes refinements to its methodologies in response to organizational and product related changes, the overall approach as defined by the primary drivers and activity measurements has remained consistent with that used in the Funds
38 | Semiannual Report
Franklin Universal Trust
Shareholder Information (continued)
Board Review of Investment Management Agreement (continued)
profitability report presentations from prior years. Additionally, the Funds independent registered public accounting firm had been engaged by the Manager to periodically review the reasonableness of the allocation methodologies to be used solely by the Funds Board in reference to the profitability analysis. In reviewing and discussing such analysis, management discussed with the Board its belief that costs incurred in establishing the infrastructure necessary for the type of fund operations conducted by the Manager and its affiliates may not be fully reflected in the expenses allocated to the Fund in determining its profitability, as well as the fact that the level of profits, to a certain extent, reflected operational cost savings and efficiencies initiated by management. In addition, the Board considered a third-party study comparing the profitability of the Managers parent on an overall basis to other publicly held managers broken down to show profitability from management operations exclusive of distribution expenses, as well as profitability including distribution expenses. The Board also considered the extent to which the Manager and its affiliates might derive ancillary benefits from fund operations, including potential benefits resulting from allocation of fund brokerage and the use of commission dollars to pay for research. Based upon its consideration of all these factors, the Board determined that the level of profits realized by the Manager and its affiliates from providing services to the Fund was not excessive in view of the nature, quality and extent of services provided.
ECONOMIES OF SCALE. The Board also considered whether the Manager realizes economies of scale as the Fund grows larger and the extent to which any such benefit is shared with the Fund and its shareholders. The Board believed that a managers ability to realize economies of scale and the sharing of such benefit is a more relevant consideration in the case of an open-end fund whose size increases as a result of the continuous sale of its shares. A closed-end investment company such as the Fund does not continuously offer shares, and growth following its initial public offering will primarily result from market appreciation, which benefits its shareholders. While believing economies of scale to be less of a factor in the context of a closed-end fund, the Board believes at some point an increase in size may lead to economies of scale that should be shared with the Fund and its shareholders and intends to monitor future growth of the Fund accordingly.
Proxy Voting Policies and Procedures
The Funds 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 Funds 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 Funds proxy voting records are also made available online at franklintempleton.com and posted on the U.S. Securities and Exchange Commissions website at sec.gov and reflect the most recent 12-month period ended June 30.
Semiannual Report | 39
Franklin Universal Trust
Shareholder Information (continued)
Quarterly Statement of Investments
The Fund files a complete statement of investments with the U.S. Securities and Exchange Commission for the first and third quarters for each fiscal year on Form N-Q. Shareholders may view the filed Form N-Q by visiting the Commissions website at sec.gov. The filed form may also be viewed and copied at the Commissions Public Reference Room in Washington, DC. Information regarding the operations of the Public Reference Room may be obtained by calling (800) SEC-0330.
Certifications
The Funds Chief Executive Officer Finance and Administration is required by the New York Stock Exchanges Listing Standards to file annually with the Exchange a certification that she is not aware of any violation by the Fund of the Exchanges Corporate Governance Standards applicable to the Fund. The Fund has filed such certification.
In addition, the Funds Chief Executive Officer Finance and Administration and Chief Financial Officer and Chief Accounting Officer are required by the rules of the U.S. Securities and Exchange Commission to provide certain certifications with respect to the Funds Form N-CSR and Form N-CSRS (which include the Funds annual and semiannual reports to shareholders) that are filed semiannually with the Commission. The Fund has filed such certifications with its Form N-CSR for the year ended August 31, 2013. Additionally, the Fund expects to file, on or about April 29, 2014, such certifications with its Form N-CSRS for the six months ended February 28, 2014.
40 | Semiannual Report
Semiannual Report
FRANKLIN UNIVERSAL TRUST
Investment Manager
Franklin Advisers, Inc.
(800) DIAL BEN®/342-5236
Transfer Agent
BNY Mellon Investment Servicing (US) Inc.
P.O. Box 43006
Providence, RI 02940-3006
www.computershare.com/bnymfunds
To help ensure we provide you with quality service, all calls to and from our service areas are monitored and/or recorded.
© 2014 Franklin Templeton Investments. All rights reserved. FUT S 04/14
Item 2. Code of Ethics.
(a) The Registrant has adopted a code of ethics that applies to its principal executive officers and principal financial and accounting officer.
(c) N/A
(d) N/A
(f) Pursuant to Item 12(a)(1), the Registrant is attaching as an exhibit a copy of its code of ethics that applies to its principal executive officers and principal financial and accounting officer.
Item 3. Audit Committee Financial Expert.
(a)(1) The Registrant has an audit committee financial expert serving on its audit committee.
(2) The audit committee financial expert is John B. Wilson and he is "independent" as defined under the relevant Securities and Exchange Commission Rules and Releases.
Item 4. Principal Accountant Fees and Services. N/A
Item 5. Audit Committee of Listed Registrants.
Members of the Audit Committee are: Michael Luttig, Frank A. Olson
and John B. Wilson.
Item 6. Schedule of Investments. N/A
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
The board of trustees of the Fund has delegated the authority to vote proxies related to the portfolio securities held by the Fund to the Fund’s investment manager Franklin Advisers, Inc. in accordance with the Proxy Voting Policies and Procedures (Policies) adopted by the investment manager.
The investment manager has delegated its administrative duties with respect to the voting of proxies for equity 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, 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. Although ISS’ and/or Glass Lewis’ analyses are thoroughly reviewed and considered in making a final voting decision, the investment manager does not consider recommendations from ISS, Glass Lewis or any other third party to be determinative of the investment manager’s ultimate decision. Rather, the investment manager exercises its independent judgment in making voting decisions. 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 defer to the voting recommendation of ISS, Glass Lewis or those of another independent third-party provider of proxy services; 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 Glass Lewis, ISS, or another independent third-party provider of proxy services relate specifically to (1) shareholder proposals regarding social or environmental issues, (2) “Other Business” without describing the matters that might be considered, or (3) items the investment manager wishes to vote in opposition to the recommendations of an issuer’s management, the Proxy Group may defer to the vote recommendations of the investment manager rather than sending the proxy directly to the Fund's board or a board committee for approval.
To avoid certain potential conflicts of interest, the investment manager will employ echo voting, if possible, in the following instances: (1) when the Fund invests in an underlying fund in reliance on any one of Sections 12(d) (1) (E), (F), or (G) of the 1940 Act, the rules thereunder, or pursuant to a SEC exemptive order thereunder; (2) when the Fund invests uninvested cash in affiliated money market funds pursuant to the rules under the 1940 Act or any exemptive orders thereunder (“cash sweep arrangement”); or (3) when required pursuant to the Fund’s governing documents or applicable law. Echo voting means that the investment manager will vote the shares in the same proportion as the vote of all of the other holders of the underlying fund's shares.
The recommendation of management on any issue is a factor that the investment manager considers in determining how proxies should be voted. However, the investment manager does not consider recommendations from management to be determinative of the investment manager’s ultimate decision. As a matter of practice, the votes with respect to most issues are cast in accordance with the position of the company's management. Each issue, however, is considered on its own merits, and the investment manager will not support the position of the company's management in any situation where it deems that the ratification of management’s position would adversely affect the investment merits of owning that company’s shares.
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 will be considered based on the relevant facts and circumstances.
Board of directors. The investment manager supports an independent board of directors, and prefers that key committees such as audit, nominating, and compensation committees be comprised of independent directors. 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.
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.
Environment, social and governance issues. The investment manager will generally give management discretion with regard to social, environmental and ethical issues, although the investment manager may vote in favor of those that are believed to have significant economic benefits or implications for the Fund and its shareholders. 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. 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. The investment manager will consider on a case-by-case basis any well-drafted and reasonable proposals for proxy access considering such factors as the size of the company, ownership thresholds and holding periods, responsiveness of management, intentions of the shareholder proponent, company performance, 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 vote a proxy, or may choose not to vote a proxy, such as where: (i) the 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 or other regulatory or market requirements, including but not limited to, effective Powers of Attorney; (v) the investment manager held shares on the record date but has sold them prior to the meeting date; (vi) proxy voting service is not offered by the custodian in the market; (vii) 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 (viii) a security is subject to a securities lending or similar program that has transferred legal title to the security to another person. In some foreign 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; and (c) the exercise by the issuer of its discretion to reject the vote of the investment manager. 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.
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. N/A
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
N/A
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no changes to the procedures by which shareholders may recommend nominees to the Registrant's Board of Trustees that would require disclosure herein.
Item 11. Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures. The Registrant maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Registrant’s filings under the Securities Exchange Act of 1934 and the Investment Company Act of 1940 is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission. Such information is accumulated and communicated to the Registrant’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The Registrant’s management, including the principal executive officer and the principal financial officer, recognizes that any set of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
Within 90 days prior to the filing date of this Shareholder Report on Form N-CSR, the Registrant had carried out an evaluation, under the supervision and with the participation of the Registrant’s management, including the Registrant’s principal executive officer and the Registrant’s principal financial officer, of the effectiveness of the design and operation of the Registrant’s disclosure controls and procedures. Based on such evaluation, the Registrant’s principal executive officer and principal financial officer concluded that the Registrant’s disclosure controls and procedures are effective.
(b) Changes in Internal Controls. There have been no changes in the Registrant’s internal controls or in other factors that could materially affect the internal controls over financial reporting subsequent to the date of their evaluation in connection with the preparation of this Shareholder Report on Form N-CSR.
Item 12. Exhibits.
(a) (1) Code of Ethics
(a) (2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Laura F. Fergerson, 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 Laura F. Fergerson, 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/ LAURA F. FERGERSON
Laura F. Fergerson
Chief Executive Officer - Finance and Administration
Date April 25, 2014
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/ LAURA F. FERGERSON
Laura F. Fergerson
Chief Executive Officer - Finance and Administration
Date April 25, 2014
By /s/ GASTON GARDEY
Gaston Gardey
Chief Financial Officer and Chief Accounting Officer
Date April 25, 2014