ANNUAL REPORT AND SHAREHOLDER LETTER FRANKLIN RISING DIVIDENDS FUND A Series of Franklin Managed Trust September 30, 2020 Sign up for electronic delivery at franklintempleton.com/edelivery Internet Delivery of Fund Reports Unless You Request Paper Copies: Effective January 1, 2021, as permitted by the SEC, paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request them from the Fund or your financial intermediary. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. If you have not signed up for electronic delivery, we would encourage you to join fellow shareholders who have. You may elect to receive shareholder reports and other communications electronically from the Fund by calling (800) 632-2301 or by contacting your financial intermediary. You may elect to continue to receive paper copies of all your future shareholder reports free of charge by contacting your financial intermediary or, if you invest directly with a Fund, calling (800) 632-2301 to let the Fund know of your request. Your election to receive reports in paper will apply to all funds held in your account. SHAREHOLDER LETTER Dear Shareholder: During the 12 months ended September 30, 2020, the The enclosed annual report for Franklin Rising Dividends U.S. economy grew moderately through the end of 2019 Fund includes more detail about prevailing conditions during amid concerns about trade, but it contracted in 2020’s first the period and a discussion about investment decisions. and second quarters in response to the novel coronavirus We encourage you to discuss your investment goals with (COVID-19) pandemic. The U.S. Federal Reserve, having your financial advisor, who can review your overall portfolio, lowered the federal funds rate twice earlier in 2019 amid reassess your goals and help you stay focused on the long global trade tensions, lowered the rate by 0.25% at its term. Please remember all securities markets fluctuate, as October 2019 meeting and then held it unchanged through do mutual fund prices. February 2020. However, given larger economic risks posed by COVID-19, the Federal Reserve lowered its key rate We are grateful for the trust you have placed in Franklin by 0.50% on March 3 and further by 1.00% on March 15, Rising Dividends Fund and look forward to continuing to decreasing the rate during the period from 2.00% to 0.25%. serve your investment needs. The Federal Reserve also announced broad quantitative Sincerely, easing measures to support credit markets and adjusted its policy in August 2020 to allow more flexibility to keep interest Nicholas Getaz, CFA® rates low, while maintaining a 2% average inflation target. Vice President, Research Analyst Co-Lead Portfolio Manager The 10-year U.S. Treasury yield was 1.68% on September Franklin Managed Trust 30, 2019, and it decreased to 0.69% by the end of September 2020. In this environment, U.S. stocks, as Matthew D. Quinlan measured by the Standard & Poor’s® 500 Index, posted a Vice President, Research Analyst +15.15% return.1 Co-Lead Portfolio Manager Franklin Managed Trust We are committed to our long-term perspective and disciplined investment approach as we conduct a rigorous, This letter reflects our analysis and opinions as of fundamental analysis of securities with a regular emphasis September 30, 2020 unless otherwise indicated. The on investment risk management. We continue to focus on information is not a complete analysis of every aspect of any what we consider high-quality, resilient business models with market, country, industry, security or fund. Statements of fact attractive cash flow generation capabilities. are from sources considered reliable. CFA® is a trademark owned by CFA Institute. 1. Source: Morningstar. The index is unmanaged and includes reinvestment of any income or distributions. See www.franklintempletondatasources.com for additional data provider information. Not FDIC Insured May Lose Value No Bank Guarantee franklintempleton.com Not part of the annual report 1 Contents Annual Report Franklin Rising Dividends Fund ..................... 3 Performance Summary ........................... 6 Your Fund’s Expenses ............................ 9 Financial Highlights and Statement of Investments .... 10 Financial Statements ............................. 18 Notes to Financial Statements ..................... 22 Report of Independent Registered Public Accounting Firm ............................ 30 Tax Information .................................. 31 Board Members and Officers ....................... 32 Shareholder Information .......................... 37 Visit franklintempleton.com for fund updates, to access your account, or to find helpful financial planning tools. 2 Annual Report franklintempleton.com ANNUAL REPORT Franklin Rising Dividends Fund This annual report for Franklin Rising Dividends Fund covers pandemic. Such fears drove many investors to sell equity the fiscal year ended September 30, 2020. holdings in favor of investments perceived as safe, such as government bonds and cash. Nevertheless, a steady equity market recovery amid monetary and fiscal support led Your Fund’s Goal and Main Investments stocks, as measured by the S&P 500, to reach all-time price The Fund seeks long-term capital appreciation. highs in early September 2020. Nonetheless, several risks Preservation of capital, while not a goal, is also an important tempered investors’ enthusiasm in the period’s final month, consideration. Under normal market conditions, the Fund including persistent COVID-19 infection rates, fading hopes invests at least 80% of its net assets in companies that for additional stimulus, and uncertainties surrounding the have paid consistently rising dividends. The Fund invests upcoming presidential election. predominantly in equity securities, primarily common stock. Companies that have paid consistently rising dividends Government-issued restrictions for mitigating the pandemic include those companies that currently pay dividends on severely curtailed economic activity beginning in March their common stocks and have maintained or increased 2020. As a result, the unemployment rate surged to 14.7% their dividend rate during the last four consecutive years. in April as many businesses announced mass layoffs.2 The Fund may invest up to 25% of its total assets in foreign The longest U.S. economic expansion in history ended in securities. February, according to the National Bureau of Economic Research, and the country slipped into a deep recession with second-quarter 2020 gross domestic product (GDP) Performance Overview declining at a record pace. Economic growth resumed in For the 12 months under review, the Fund’s Class A shares the third quarter at the fastest annualized rate on record as posted a +9.97% cumulative total return. In comparison, the many businesses reopened, but the GDP remained below its Fund’s benchmark, the Standard & Poor’s® 500 Index (S&P pre-pandemic level. 500®), which is a broad measure of U.S. stock performance, posted a +15.15% total return.1 You can find more of the The Fed supported the U.S. economy both before and during Fund’s performance data in the Performance Summary the pandemic, lowering the federal funds target rate twice beginning on page 6. in late 2019 to a range of 1.50%–1.75% and implementing two emergency rate cuts in March 2020, decreasing the rate Performance data represent past performance, which does to a range of 0.00%–0.25%. Additionally, the Fed enacted not guarantee future results. Investment return and principal sweeping quantitative easing measures aimed at ensuring value will fluctuate, and you may have a gain or loss when credit flows to borrowers and supporting credit markets with you sell your shares. Current performance may differ from unlimited amounts of bond purchasing. The U.S. federal figures shown. For most recent month-end performance, go government also passed several rounds of fiscal stimulus, to franklintempleton.com or call (800) 342-5236. providing aid to businesses, state and local governments and individuals. Economic and Market Overview Benefiting from U.S. monetary and fiscal stimulus U.S. equities, as measured by the S&P 500, posted solid measures, equities began to rebound at the end of March gains during the 12-month period. Equities advanced at the 2020. As states gradually reopened, economic activity end of 2019, aided by steady economic growth, easing trade resumed, leading to declining jobless claims, a decreasing tensions and the U.S. Federal Reserve’s (Fed’s) supportive unemployment rate and record-high increases in job monetary policy. However, a sharp selloff began in late additions and existing home sales. Investor optimism about February 2020 amid investor fears of a global economic potential COVID-19 vaccines, rising retail sales and slowdown due to the novel coronavirus (COVID-19) 1. Source: Morningstar. The index is unmanaged and includes reinvestment of any income or distributions. It does not reflect any fees, expenses or sales charges. One cannot invest directly in an index, and an index is not representative of the Fund’s portfolio. 2. Source: Bureau of Labor Statistics. See www.franklintempletondatasources.com for additional data provider information. The dollar value,