SHAREHOLDER LETTER -------------------------------------------------------------------------------- Your Fund's Goal: Franklin Floating Rate Trust's primary goal is to provide as high a level of current income and preservation of capital as is consistent with investment primarily in senior secured corporate loans and corporate debt securities with floating interest rates. -------------------------------------------------------------------------------- Dear Shareholder: We are pleased to bring you Franklin Floating Rate Trust's annual report for the period ended July 31, 2001. ECONOMIC OVERVIEW The U.S. economy weakened markedly during the fiscal year ended July 31, 2001, as a slowdown in growth, perhaps sharpened by political uncertainty over the presidential election, started in the technology sector and quickly spread to other industries. The Federal Reserve Board (the Fed) moved quickly and forcefully to cut interest rates during the late winter and spring with a series of half-percent reductions, but by period-end it was not yet clear if an economic recovery had taken hold. As of July 31, 2001, the federal funds target rate stood at 3.75%, down from 6.50% one year earlier. Short-term interest rates declined significantly over the past 12 months due to the Fed's aggressive monetary easing stance. Accordingly, the three-month London InterBank Offered Rate The dollar value, number of shares or principal value, and complete legal titles of all portfolio holdings are listed in the Fund's Statement of Investments (SOI). The SOI begins on page 11. CONTENTS Shareholder Letter ....................................................... 1 Performance Summary ...................................................... 7 The Fund's Repurchase Offers ........................................................ 8 Financial Highlights & Statement of Investments ................................................. 10 Financial Statements ..................................................... 24 Notes to Financial Statements ..................................................... 28 Independent Auditors' Report ......................................................... 33 [FUND CATEGORY PYRAMID GRAPHIC] WHAT ARE SYNDICATED BANK LOANS? Syndicated bank loans are typically secured, floating rate loans to corporate borrowers made by a group, or syndicate, of banks and other lenders. A group of lenders provides capital to companies for varied purposes, such as merger and acquisition activity, leveraged buyouts or refinancings. Borrowing rates are generally pegged to an index, such as LIBOR, the London InterBank Offered Rate. (LIBOR), the benchmark used to set the interest rates of most leveraged loans, declined from 6.72% at the beginning of the reporting period, to 3.67% on July 31, 2001. Long-term rates stayed relatively constant over the same period, however, with the yield on the 30-year Treasury bond declining slightly from 5.78% to 5.52%. Equity markets were extremely volatile during the year, although the Dow Jones(R) Industrial Average did not move significantly, starting the period under review at 10606.95 and ending at 10522.81.(1) SYNDICATED BANK LOAN MARKET The first six months of the Fund's fiscal year were difficult, as the slowing economy and relatively high interest rates created a challenging business climate for leveraged companies that issue syndicated bank loans. Default rates increased markedly, hitting levels not seen since the last recession of 1991-92, and new issuance and secondary market trading activity slowed. Signs of a turnaround seemed to appear at the beginning of 2001 when the Fed unexpectedly and aggressively cut interest rates, spurring a sharp rebound in the closely linked high yield (junk bond) market. Unfortunately, that recovery turned out to be short-lived -- although some companies were able to refinance or issue new debt, investor interest seemed focused on old economy industries (including foods, pharmaceuticals, health care and insurance) that were perceived as more stable, instead of riskier industries such as technology and telecommunications. By the spring of 2001, the outlook for the syndicated loan market grew hazy again as the expected recovery failed to take hold 1. Source: Standard & Poor's Micropal. The unmanaged Dow Jones Industrial Average is a price-weighted index based on the average market price of 30 blue chip stocks. 2 and a number of defaults, particularly in telecommunications-related loans, cast a shadow across the asset class. By early summer, leveraged loan market conditions started to improve a bit as lower interest rates and increased investor enthusiasm stabilized the market. New-issue volume increased significantly in May and June, and although telecommunications credits remained out of favor, investors showed continued willingness to invest in old economy companies, contributing to a broad rally. Still, the year under review was certainly a difficult period for the leveraged loan asset class, with returns coming in much lower than in recent years. After several years of ideal conditions -- strong economic growth with relatively high interest rates -- bank loans faced a weakening economy and significantly lower short-term interest rates. Loan credit quality fell across the board, forcing markdowns of some positions; loan yields also dropped. Although it may seem like a very poor market environment, we believe there are some hopeful signs amid the fallout. Banks are tightening credit standards on new deals coming to market, and lower interest rates could help borrowers by reducing interest expense. In addition, market dislocations have created opportunities for nimble investors to invest in loans from strong companies at very attractive prices. PORTFOLIO NOTES The cable television industry remained one of our favorites, and was increased to 6.5% of the Fund's total net assets by July 31, 2001. We invested significantly in several new issues in the TOP 10 HOLDINGS 7/31/01 COMPANY % OF TOTAL INDUSTRY NET ASSETS -------------------------------------------------------------------------------- Conseco Inc. 3.6% Financial Conglomerates Wyndham International Inc. 3.3% Hotels & Resorts Charter Communications CCVI, CCVIII and Charter Communications Operating LLC 2.7% Cable Television Nextel Communications Inc. 2.6% Cellular Telephone Finova Capital Corp. 2.4% Finance Companies Allied Waste Industries Inc. 2.2% Environmental Services Burns Philip 2.1% Packaged Foods Ventas Realty LP 2.0% Real Estate Investment Trusts VoiceStream Holding LLC 2.0% Cellular Telephone AEI Resources 1.5% Coal & Mining 3 DIVIDEND DISTRIBUTIONS* 8/1/00 - 7/31/01 DIVIDEND MONTH PER SHARE -------------------------------------------------------------------------------- August 7.7683 cents September 7.2199 cents October 8.0619 cents November 7.6140 cents December 7.3861 cents January 8.8942 cents February 7.1895 cents March 7.0741 cents April 7.1329 cents May 6.8257 cents June 6.3358 cents July 6.3884 cents -------------------------------------------------------------------------------- TOTAL 87.8908 CENTS *Assumes shares were purchased and held for the entire accrual period. Since dividends accrue daily, your actual distributions will vary depending on the date you purchased your shares and any account activity during the month. Income distributions include all accrued income earned by the Fund during the reporting period. latter half of the reporting period, including issuers such as Mediacom, Insight and Videotron. In a slowing economy, one always has to be worried about declining revenues as consumers cut spending, but we feel that cable provides excellent value to subscribers, and could be one of the last things consumers would be willing to give up. Cable companies are also starting to benefit from potentially higher-margin services like digital cable, Internet access and telephony. A year ago we wrote to you about the problems the movie exhibition industry had been facing due to overcapacity and inadequate demand growth. Although the industry remains overbuilt, the news has improved for senior lenders like your Fund. A private investor based in Colorado, Philip Anschutz, saw value in the assets of two movie theater chains, United Artists and Regal Cinemas, and began to buy their bank debt in an effort to obtain a controlling stake of the companies' equity in a negotiated restructuring. The news of his interest, combined with better-than-expected box office revenues and the industry's aggressive moves to shut down unprofitable theaters, moved movie theater company loan prices up significantly, benefiting the Fund. During the reporting period, we invested in the $1 billion senior credit facilities of White Mountains, a holding company specializing in insurance. One of the borrower's subsidiaries, CGU, ranks among the top 20 U.S. property and casualty insurers. Folksamerica Holding Company, a CGU subsidiary, provides reinsurance to property and casualty risk insurers throughout North America. We were attracted to the company's strong franchise, favorable geographic mix, and proven management team 4 led by Jack Byrne, former CEO of GEICO insurance. In addition, White Mountains has an attractive conservative capital structure whose senior credit facilities were rated investment grade by independent credit rating agencies Moody's(R) and S&P(R), with cash flow expected to cover interest expense on company debt more than threefold. In addition, the company, which is not publicly traded, has strong equity sponsorship in the form of several institutional investors, including Warren Buffett's Berkshire Hathaway. Lastly, we continued to position the Fund defensively by favoring industries such as hospitals in the health care sector, since hospital services should still experience strong demand regardless of economic conditions. During the year under review, we invested in Triad Hospitals, the nation's third-largest hospital management company. Triad owns and operates 49 hospitals and 14 ambulatory surgery centers located in small cities and selected high-growth urban markets. Currently, Iasis Healthcare also remains one of our top holdings in this sector. Iasis owns and/or operates 14 hospitals and four surgery centers, primarily in three major markets, Phoenix, Salt Lake City and Tampa- St. Petersburg, which have had strong demographic trends. We feel investments like Triad and Iasis will hold up relatively better in a recession and that these loans have significant asset coverage (in the form of the hospitals pledged to us as collateral) to mitigate any downside risk. Looking forward, we will maintain our strategy of holding loans from companies that we believe possess defensive market 5 positions and strong asset coverage in industries that we feel will do well even during periods of economic decline. With its relatively stable share price and potential for high, current income, we believe the Fund is an attractive investment for investors seeking to diversify portfolios heavily weighted in equities. We appreciate your investment in Franklin Floating Rate Trust and welcome your comments or suggestions. Sincerely, /s/ Charles B. Johnson Charles B. Johnson Chairman Franklin Floating Rate Trust /s/ Chauncey Lufkin Chauncey Lufkin Portfolio Manager Franklin Floating Rate Trust -------------------------------------------------------------------------------- This discussion reflects our views, opinions and portfolio holdings as of July 31, 2001, the end of the reporting period. The information provided is not a complete analysis of every aspect of any country, industry, security or the Fund. Our strategies and the Fund's portfolio composition will change depending on market and economic conditions. Although historical performance is no guarantee of future results, these insights may help you understand our investment and management philosophy. -------------------------------------------------------------------------------- 6 PERFORMANCE SUMMARY AS OF 7/31/01 Distributions and returns will vary based on earnings of the Fund's portfolio and any profits realized from the sale of the portfolio's securities, as well as the level of the Fund's operating expenses. All total returns include reinvested distributions at net asset value. PRICE AND DISTRIBUTION INFORMATION CHANGE 7/31/01 7/31/00 -------------------------------------------------------------------------------- Net Asset Value (NAV) -$0.61 $9.24 $9.85 DISTRIBUTIONS (8/1/00 - 7/31/01) Dividend Income $0.878908 PERFORMANCE INCEPTION 1-YEAR 3-YEAR (10/10/97) -------------------------------------------------------------------------------- Cumulative Total Return(1) +2.80% +17.69% +23.96% Average Annual Total Return(2) +1.86% +5.58% +5.81% Avg. Ann. Total Return (6/30/01)(3) +3.19% +5.92% +6.08% Distribution Rate(4) 7.87% 30-Day Standardized Yield(5) 7.85% For updated performance figures, see "Prices and Performance" at franklintempleton.com, or call Franklin Templeton Investments at 1-800/342-5236. Past performance does not guarantee future results. -------------------------------------------------------------------------------- SHARES REPURCHASED WITHIN 12 MONTHS OF INVESTMENT ARE SUBJECT TO 1% EARLY WITHDRAWAL CHARGE. -------------------------------------------------------------------------------- 1. Cumulative total return represents the change in value of an investment over the periods indicated and does not include the early withdrawal charge. 2. Average annual total return represents the average annual change in value of an investment over the periods indicated and includes the 1% early withdrawal charge, assuming shares were redeemed within 12 months of purchase. 3. In accordance with SEC rules, we provide standardized average annual total return information through the latest calendar quarter. 4. The distribution rate is based on the annualization of daily distribution (5.9746 cents per share) during the last 30 days in July and the $9.24 NAV on 7/31/01. 5. Yield, calculated as required by the SEC, is based on the earnings of the Fund's portfolio for the 30 days ended 7/31/01. 7 THE FUND'S REPURCHASE OFFERS The Fund will make quarterly repurchase offers for a portion of its shares. With any repurchase offer, shareholders may elect to tender (have the Fund repurchase) all, a portion or none of their shares. With each repurchase offer, shareholders will be notified in writing about the offer, how to request that the Fund repurchase their shares and the deadline for submitting repurchase requests. Each quarter the Board of Trustees will set the amount of the repurchase offer, as a percentage of outstanding shares. This amount is known as the repurchase offer amount and will generally be between 5% and 25% of the Fund's outstanding shares. If repurchase requests exceed the repurchase offer amount, the Fund will prorate requests. The Fund may, however, first accept any requests to repurchase all of a shareholder's shares if the shareholder owns less than 100 shares. The Board will also determine the date by which the Fund must receive shareholders' repurchase requests, which is known as the repurchase request deadline. The Board will base these decisions on investment management considerations, market conditions, liquidity of the Fund's assets, shareholder servicing and administrative considerations and other factors it deems appropriate. Each 8 repurchase request deadline will occur within the period that begins 21 days before, and ends 21 days after, the end of the quarterly interval. The repurchase price of the shares will be the net asset value as of the close of the NYSE on the date the Board sets as the repurchase pricing date. The maximum number of days between the repurchase request deadline and the repurchase pricing date is 14 days. SUMMARY OF REPURCHASE OFFERS - 8/1/00 THROUGH 7/31/01 REPURCHASE REPURCHASE % OF SHARES NUMBER OF REQUEST DEADLINE OFFER AMOUNT TENDERED* SHARES TENDERED* -------------------------------------------------------------------------------- 1. 10/2/00 25% 5.24% 15,715,936.939 2. 12/22/00 25% 7.09% 22,821,259.481 3. 4/2/01 25% 11.49% 39,010,970.250 4. 7/2/01 25% 8.77% 28,669,786.561 *In connection with the repurchase offers, due to the limited number of shares tendered, the Fund did not have to consider whether to repurchase an additional amount of shares, not in excess of 2% of the shares outstanding, and did not need to repurchase any shares on a pro rata basis as described in the Prospectus and Repurchase Offer/Request Form. 9 FRANKLIN FLOATING RATE TRUST Financial Highlights YEAR ENDED JULY 31, -------------------------------------------------------------- 2001 2000 1999 1998(a) -------------------------------------------------------------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the year) Net asset value, beginning of year $ 9.85 $ 9.98 $ 10.04 $ 10.00 -------------------------------------------------------------- Income from investment operations: Net investment income .875 .839 .700 .482 Net realized and unrealized gains (losses) (.606) (.130) (.060) .040 -------------------------------------------------------------- Total from investment operations .269 .709 .640 .522 -------------------------------------------------------------- Less distributions from net investment income (.879) (.839) (.700) (.482) -------------------------------------------------------------- Net asset value, end of year $ 9.24 $ 9.85 $ 9.98 $ 10.04 ============================================================== Total return(b) 2.80% 7.39% 6.62% 5.33% RATIOS/SUPPLEMENTAL DATA Net assets, end of year (000's) $2,832,188 $2,541,497 $1,106,363 $168,537 Ratios to average net assets: Expenses 1.36% 1.35% 1.39% 1.32%(c) Expenses excluding waiver and payments by affiliate 1.36% 1.35% 1.41% 1.76%(c) Net investment income 9.07% 8.51% 6.93% 6.06%(c) Portfolio turnover rate 84.15% 66.27% 63.29% 45.32% (a) For period October 10, 1997 (effective date) to July 31, 1998. (b) Total return does not reflect the contingent deferred sales charge and is not annualized for periods less than one year. (c) Annualized 10 See notes to financial statements. FRANKLIN FLOATING RATE TRUST STATEMENT OF INVESTMENTS, JULY 31, 2001 PRINCIPAL AMOUNT* VALUE -------------------------------------------------------------------------------------------------------------------------- (a) SENIOR FLOATING RATE INTERESTS 99.4% APPAREL St. John Knits International Inc., Term Loan B, 6.813%, 7/31/07 $ 853,772 $ 848,436 ------------ AUTO PARTS: O.E.M. 3.0% Dayco Products LLC, Term Loan B, 7.109 - 7.305%, 5/31/07 10,672,535 10,399,052 Exide Corp., Term Loan B, 8.196 - 8.759%, 12/18/05 18,229,816 17,105,638 SPX Corp., Term Loan B, 6.438 - 6.875%, 12/31/06 8,118,844 8,139,864 Term Loan C, 6.625 - 7.125%, 12/31/07 18,927,500 18,989,601 Tenneco Automotive Inc., Term Loan B, 8.09%, 11/04/07 17,205,000 14,608,129 Term Loan C, 8.34%, 5/04/08 17,205,000 14,640,388 ------------ 83,882,672 ------------ BOOKS/MAGAZINES 1.1% American Media Inc., Term Loan B, 7.42 - 8.41%, 4/01/07 997,490 1,001,075 PEI Holdings, Term Loan B, 8.055 - 8.306%, 3/15/06 7,123,144 6,873,834 Primedia Inc., Term Loan B, 6.54%, 6/30/09 11,000,000 10,942,250 Reiman Publications Co., Term Loan B, 7.50 - 7.625%, 11/30/05 3,459,384 3,473,440 Weekly Reader, Term Loan, 8.01 - 8.04%, 11/08/06 9,825,000 9,382,875 ------------ 31,673,474 ------------ BROADCASTING 2.8% Benedek Broadcasting Corp., Term Loan B, 6.96%, 11/20/07 17,000,000 15,342,500 Comcorp Broadcasting Inc., Term Loan, 6.75 - 7.26%, 6/30/02 4,583,902 4,469,304 (c) Comcorp Holdings Inc., Term Loan, 11.25%, 8/28/01 5,000,000 4,875,000 Corus Entertainment, Term Loan B, 7.00%, 9/01/07 3,900,000 3,909,750 Emmis Communications Corp., Term Loan B, 6.75 - 7.174%, 8/31/09 2,000,000 2,007,322 Entravision Communications Corp., Term Loan B, 6.563%, 12/31/08 3,000,000 3,018,000 Nassau Broadcasting Partners LP, Term Loan B, 11.25%, 6/30/07 5,816,111 5,656,168 Quorum Broadcasting Co., Term Loan B, 7.46 - 7.75%, 9/30/07 8,286,221 7,913,341 Sinclair Broadcast Group Inc., Incremental Term Loan B, 6.71%, 9/30/09 15,000,000 15,121,875 (d) Revolver, 7.103 - 7.156%, 9/15/05 7,391,962 7,133,242 Telemundo Group, Term Loan B, 7.19%, 3/31/08 4,000,000 4,019,500 White Knight Broadcasting Inc., Term Loan B, 7.26%, 6/30/07 4,674,768 4,557,899 ------------ 78,023,901 ------------ BUILDING MATERIALS .3% Formica Corp., Term Loan B, 7.21 - 7.76%, 4/30/06 6,912,500 5,599,125 Magnatrax Corp., Term Loan B, 7.82%, 11/15/05 4,227,931 3,868,558 ------------ 9,467,683 ------------ BUILDING PRODUCTS .5% Tapco International Inc., Term Loan B, 6.96%, 7/23/07 7,517,045 7,291,534 Term Loan C, 7.21%, 7/23/08 6,292,045 6,103,284 Therma-Tru Corp., Term Loan B, 7.75%, 5/11/07 964,571 955,528 ------------ 14,350,346 ------------ 11 FRANKLIN FLOATING RATE TRUST STATEMENT OF INVESTMENTS, JULY 31, 2001 (cont.) PRINCIPAL AMOUNT* VALUE -------------------------------------------------------------------------------------------------------------------------- (a)SENIOR FLOATING RATE INTERESTS (CONT.) CABLE TELEVISION 7.5% Century Cable (Adelphia), Discretionary Term Loan, 6.79 - 6.86%, 12/31/09 $ 7,500,000 $ 7,507,500 Discretionary Term Loan, 6.79 - 6.86%, 6/30/09 12,000,000 12,019,380 Charter Communications CCVI, Term Loan A, 5.76%, 5/12/08 1,125,000 1,109,883 Term Loan B, 6.51%, 11/12/08 20,000,000 19,942,500 Charter Communications CC VIII, Term Loan B, 6.54%, 2/14/08 22,000,000 21,991,750 Charter Communications Operating LLC, Incremental Term Loan, 6.26%, 9/18/08 21,500,000 21,438,188 Term Loan B, 6.21%, 3/18/08 13,000,000 12,962,625 Insight Midwest Holdings LP, Term Loan, 6.563%, 12/31/09 3,000,000 3,025,125 MCC Iowa (Broadband), Term Loan B, 6.26 - 6.29%, 9/30/10 9,000,000 9,000,000 Mediacom Illinois, Term Loan B, 6.34%, 12/31/08 5,000,000 5,007,815 Mediacom Southeast, Delay Draw, 6.32 - 6.34%, 8/01/08 2,500,000 2,503,907 Pegasus Media Communications Corp., Term Loan B, 7.313%, 4/30/05 17,412,500 17,231,114 UCA-HHC (Adelphia), Term Loan, 6.313%, 3/31/08 26,000,000 26,010,842 UPC Distribution Holdings BV, Term Loan B, 8.00%, 3/31/09 53,000,000 43,106,649 Videotron Itee, Term Loan B, 6.598 - 8.50%, 12/01/09 10,000,000 10,075,000 ------------ 212,932,278 ------------ CASINOS/GAMING 2.3% Ameristar Casinos Inc. Term Loan B, 7.438%, 12/31/06 8,773,600 8,811,984 Term Loan C, 7.688%, 12/20/07 7,598,150 7,631,392 Boyd Gaming Corp., Term Loan B, 6.46 - 7.35%, 6/15/03 1,936,500 1,929,238 Greektown Casinos, Term Loan B, 7.75 - 8.125%, 9/16/04 8,977,500 8,999,944 Hollywood Casino Corp., Term Loan, 10.51%, 5/01/06 5,000,000 5,112,500 Scientific Games Corp., Term Loan B, 8.063 - 9.58%, 9/30/07 32,256,250 32,014,328 ------------ 64,499,386 ------------ CELLULAR TELEPHONE 8.7% Alamosa Holdings Inc., Term Loan, 7.875%, 2/15/08 20,000,000 19,800,000 Alec Holdings Inc. Term Loan B, 6.75%, 11/04/07 2,631,579 2,542,763 Term Loan C, 7.063%, 5/14/08 2,368,421 2,277,632 American Cellular Inc., Term Loan C, 7.11%, 2/25/09 3,390,736 3,351,777 Centennial Cellular Operating Co. Term Loan B, 6.73 - 6.96%, 5/31/07 7,813,407 7,692,542 Term Loan C, 6.98 - 7.24%, 11/30/07 4,479,546 4,413,052 Dobson Operating Company LLC, Term Loan B, 6.78%, 1/31/07 4,432,500 4,357,148 Microcell Connexions Inc., Term Loan B, 6.71%, 3/01/06 5,601,575 4,957,394 Term Loan E, 7.08%, 3/01/06 5,000,000 4,425,000 Nextel Communications Inc., Term Loan A, 6.54 - 6.563%, 12/31/07 7,968,750 7,141,992 Term Loan B, 7.415%, 1/29/08 13,250,000 12,458,843 Term Loan C, 7.75%, 7/29/08 18,250,000 17,160,293 Term Loan D, 7.125%, 3/31/09 39,000,000 35,916,581 12 FRANKLIN FLOATING RATE TRUST STATEMENT OF INVESTMENTS, JULY 31, 2001 (CONT.) PRINCIPAL AMOUNT* VALUE -------------------------------------------------------------------------------------------------------------------------- (a)SENIOR FLOATING RATE INTERESTS (CONT.) CELLULAR TELEPHONE (CONT.) Nextel Operations Inc., Leveraged Lease I, 9.188%, 3/15/05 $ 3,696,756 $ 3,687,515 Leveraged Lease II, 7.35%, 2/08/07 13,719,070 13,684,772 Nextel Partners Inc., Term Loan C, 8.18%, 7/29/08 20,000,000 19,133,340 Rural Cellular Corp., Term Loan B, 7.10%, 10/03/08 7,500,000 7,362,504 Term Loan C, 7.35%, 4/03/09 7,500,000 7,356,249 Sygnet Wireles Inc., Term Loan C, 7.53%, 12/23/07 1,681,180 1,653,160 Telecorp PCS Inc., Term Loan B, 6.79%, 11/17/08 5,000,000 4,921,875 Tritel Holding Corp., Term Loan B, 8.40%, 12/31/07 5,000,000 5,007,815 VoiceStream Holding LLC Term Loan A, 6.78%, 6/30/09 1,683,333 1,682,281 Term Loan B, 6.83%, 6/30/09 7,500,000 7,503,518 Vendor Term Loan B, 6.83%, 6/30/07 47,316,667 47,287,093 ------------ 245,775,139 ------------ CHEMICALS: AGRICULTURAL .2% IMC Global Inc., Term Loan B, 7.50 - 7.875%, 11/17/06 5,000,000 5,016,665 ------------ CHEMICALS: MAJOR DIVERSIFIED .4% Lyondell Chemical Co., Term Loan B, 7.49%, 6/30/05 1,567,589 1,575,456 Term Loan E, 7.585 - 8.915%, 6/30/06 9,675,018 9,829,643 ------------ 11,405,099 ------------ CHEMICALS: SPECIALTY 1.1% Huntsman International LLC, Term Loan B, 6.75 - 7.125%, 6/30/07 700,000 696,209 Term Loan C, 7.063%, 6/30/08 700,000 695,712 Noveon Inc., Term Loan B, 7.438 - 7.50%, 9/30/08 5,000,000 4,989,285 RK Polymers LLC, Term Loan B, 9.25%, 3/07/09 25,000,000 24,531,250 ------------ 30,912,456 ------------ COAL/MINING 1.5% (c)AEI Resources, Revolver, 9.00%, 12/31/03 1,104,539 1,027,221 Term Loan A, 9.00%, 12/31/03 1,473,570 1,370,420 Term Loan B, 11.50%, 9/30/05 44,507,626 41,058,284 ------------ 43,455,925 ------------ COMMUNICATIONS .6% Spectrasite Communications Inc., Term Loan B, 7.55 - 7.74%, 2/22/07 18,000,000 16,967,808 ------------ COMPUTER/VIDEO CHAINS .7% Blockbuster Inc., (d) Revolver, 5.19 - 5.25%, 7/01/04 11,389,615 10,820,135 Term Loan B, 5.28 - 6.184%, 7/01/04 9,019,231 8,692,284 ------------ 19,512,419 ------------ 13 FRANKLIN FLOATING RATE TRUST STATEMENT OF INVESTMENTS, JULY 31, 2001 (CONT.) PRINCIPAL AMOUNT* VALUE -------------------------------------------------------------------------------------------------------------------------- (a)SENIOR FLOATING RATE INTERESTS (CONT.) CONSUMER SERVICES .6% Argosy Gaming Co., Term Loan B, 8.25%, 7/31/08 $ 5,000,000 $ 5,050,000 Sotheby's Holdings Inc., Term Loan B, 6.77 - 6.81%, 8/11/02 10,000,000 9,950,000 Stewart Enterprises Inc., Term Loan B, 7.195 - 7.205%, 6/30/06 3,000,000 3,008,751 ------------ 18,008,751 ------------ CONSUMER SPECIALTIES .1% Holmes Products Corp., Term Loan B, 8.00%, 2/05/07 1,903,071 1,341,665 ------------ CONSUMER SUNDRIES .2% Playtex Products Inc., Term Loan A, 6.82%, 5/31/07 2,222,222 2,231,018 United Industries Corp., Term Loan, 7.79%, 1/20/06 4,012,182 3,758,078 ------------ 5,989,096 ------------ CONTAINERS/PACKAGING 3.9% Crown, Cork & Seal Company Inc., Term Loan B, 7.31%, 3/04/02 20,000,000 19,875,000 Graham Packaging Co., Term Loan B, 6.938%, 1/31/06 2,678,855 2,538,772 Term Loan C, 7.188%, 1/31/07 2,219,622 2,110,954 Term Loan D, 7.188 - 8.25%, 1/31/07 13,162,500 12,511,576 Greif Brothers Corp., Term Loan B, 6.95%, 3/01/08 9,640,359 9,675,788 Impress Metal Packaging LTD., Term Loan G, 6.962%, 12/31/06 497,500 493,769 Owens-Illinois Inc., Term Loan, 6.30 - 6.33%, 3/31/04 32,197,968 30,199,021 Stone Container Corp., Term Loan F, 7.125%, 12/31/05 11,583,478 11,624,506 Term Loan G, 7.438%, 12/31/06 8,841,334 8,862,332 Term Loan H, 7.438%, 12/31/06 7,582,366 7,600,375 Tekni-Plex Inc., Term Loan B, 7.25%, 6/21/08 4,950,000 4,793,248 ------------ 110,285,341 ------------ DIVERSIFIED COMMERCIAL SERVICES 2.0% Buhrmann, US Inc., Term Loan B, 8.68%, 10/24/07 26,957,364 26,878,730 Mascotech Inc., Term Loan B, 7.75%, 11/28/08 22,977,000 21,272,865 Outsourcing Solutions Inc., Term Loan B, 7.77%, 6/01/06 4,912,500 4,634,123 Stream International Inc., Term Loan, 8.94%, 10/29/06 2,450,000 2,433,156 (c)US Office Products Co., Multi-Draw Term Loan, 6.75%, 6/09/05 1,009,065 148,837 Revolver, 6.75 - 10.00%, 6/09/05 4,559,761 672,566 Term Loan A, 6.75%, 6/09/06 1,761,514 259,823 ------------ 56,300,100 ------------ DIVERSIFIED MANUFACTURING 1.0% Foamex International Inc., Term Loan B, 7.75%, 6/30/05 1,528,418 1,421,429 Term Loan C, 8.00%, 6/30/06 1,389,476 1,292,213 Term Loan D, 8.50%, 12/31/06 7,136,540 6,636,982 General Cable Corp., Term Loan B, 6.875%, 6/30/07 3,648,142 3,616,220 14 FRANKLIN FLOATING RATE TRUST STATEMENT OF INVESTMENTS, JULY 31, 2001 (CONT.) PRINCIPAL AMOUNT* VALUE -------------------------------------------------------------------------------------------------------------------------- (a)SENIOR FLOATING RATE INTERESTS (CONT.) DIVERSIFIED MANUFACTURING (CONT.) Mediapak Holdings Corp., Term Loan B, 7.21%, 1/14/06 $ 5,773,745 $ 4,185,966 Term Loan C, 7.46%, 1/14/07 5,773,745 4,185,965 Superior Telecom Inc., Term Loan B, 7.875%, 11/27/05 9,423,549 7,175,363 ------------ 28,514,138 ------------ DRUG STORE CHAINS .5% Rite Aid Corp., Term Loan, 7.313 - 7.375%, 3/15/05 10,500,000 10,502,625 Shoppers Drug Mart, Term Loan C, 6.875 - 6.938%, 2/04/08 2,536,654 2,554,887 ------------ 13,057,512 ------------ ELECTRIC UTILITIES: CENTRAL .3% Western Resources Inc., Term Loan, 6.585%, 3/17/03 8,890,101 8,925,661 ------------ ELECTRIC UTILITIES: EAST .1% AES New York Funding LLC., Term Loan, 6.563%, 9/19/01 3,000,000 2,999,064 ------------ ELECTRIC UTILITIES: SOUTH 1.5% AES Texas Funding III, Term Loan, 6.563%, 3/31/02 41,326,154 41,287,430 ------------ ELECTRONIC COMPONENTS .8% Seagate Technology Holdings Inc., Term Loan B, 7.063%, 11/22/06 22,367,500 22,135,438 ------------ ENGINEERING & CONSTRUCTION 1.4% URS Corp., Term Loan B, 7.125%, 6/09/06 882,995 887,410 Term Loan C, 7.375%, 6/09/07 882,995 887,410 (c)Washington Group Inc., Term Loan B, 9.00%, 7/07/07 54,161,297 37,732,387 ------------ 39,507,207 ------------ ENVIROMENTAL SERVICES 3.0% Allied Waste Industries Inc., Term Loan B, 6.563 - 6.688%, 7/30/06 29,383,378 29,294,993 Term Loan C, 6.813 - 7.00%, 7/30/07 34,260,850 34,157,793 Environmental Systems, Products Holdings Inc., PIK Loan, 7.205 - 7.24%, 12/31/04 8,732,941 4,948,670 Term Loan, 7.705 - 7.784%, 12/31/04 21,262,818 17,825,322 ------------ 86,226,778 ------------ FARMING/SEEDS/MILLING .1% Hines Nursery, Term Loan B, 7.563 - 7.875%, 2/28/05 2,990,000 2,885,350 ------------ FINANCE COMPANIES 3.0% ARES IV, Term Loan D, 144A, 9.75%, 12/22/12 1,400,000 1,377,688 Centurion II, Tranche D, 10.03%, 11/12/12 2,500,000 2,462,500 Clydesdale CLO, Tranche D1 144A, 10.629%, 3/22/13 2,000,000 1,940,625 (c)Finova Capital Corp., Citibank Facility, 9.00%, 5/02/03 42,500,000 39,489,597 Revolver, 8.75%, 5/16/03 30,000,000 27,875,010 15 FRANKLIN FLOATING RATE TRUST STATEMENT OF INVESTMENTS, JULY 31, 2001 (CONT.) PRINCIPAL AMOUNT* VALUE -------------------------------------------------------------------------------------------------------------------------- (a)SENIOR FLOATING RATE INTERESTS (CONT.) FINANCE COMPANIES (CONT.) First Dominion Funding II, sub. floating rate deb, Series A-D 144A, 9.35%, 4/25/14 $ 3,000,000 $ 2,838,750 Helm Holding Corp., Term Loan B, 7.543%, 10/18/06 5,970,000 5,731,200 Highland CLO I, Term Loan D 144A, 9.929%, 6/01/11 2,000,000 1,913,125 ------------ 83,628,495 ------------ FINANCIAL CONGLOMERATES 3.6% Conseco Inc., Term Loan, 6.21 - 6.32%, 9/30/01 105,986,785 100,952,411 ------------ FOOD CHAINS .3% Buffets Inc., Term Loan B, 7.50 - 7.563%, 1/15/07 1,473,333 1,484,690 Winn-Dixie Stores, Term Loan B, 6.563%, 3/31/07 7,481,250 7,536,192 ------------ 9,020,882 ------------ FOOD: MAJOR DIVERSIFIED .1% Interstate Brands Corp., Term Loan B, 6.01 - 6.031%, 7/19/07 2,000,000 2,012,500 ------------ FOOD: SPECIALTY/CANDY .1% Cott Corp. (BCB USA Corp.), Term Loan, 6.79%, 12/31/06 2,000,000 2,016,250 ------------ HOSPITAL/NURSING MANAGEMENT 4.1% Genesis Health Ventures Inc., (d)Revolver, 7.08 - 7.25%, 9/30/03 32,516,160 24,110,733 Term Loan B, 7.33%, 9/30/04 2,718,167 2,050,517 Term Loan C, 7.58%, 9/30/05 2,006,977 1,514,013 HCA - Healthone LLC, Term Loan B, 7.28%, 6/30/05 6,728,699 6,766,548 Healthsouth Corp., Term Loan, 5.71%, 6/22/03 18,000,000 17,505,000 Iasis Healthcare Corp., Term Loan A, 7.20 - 7.23%, 9/30/04 4,916,667 4,894,134 Term Loan B, 7.95 - 7.98%, 9/30/06 8,854,562 8,866,418 (c)Integrated Health Services Inc., Revolver, 11.75%, 9/30/03 32,042,554 18,825,001 Term Loan B, 11.75%, 9/30/04 7,984,042 4,743,024 Term Loan C, 11.75%, 12/31/05 4,973,403 2,954,515 (c)Mariner Post-Acute Network Inc. Revolver, 9.00%, 3/31/04 6,643,607 4,427,964 Term Loan A, 9.00%, 3/31/04 14,841,211 9,949,800 Term Loan B, 9.00%, 3/31/05 2,500,000 1,677,678 Term Loan C, 9.00%, 3/31/06 2,500,000 1,677,678 (c)Multicare Companies Inc., Term Loan B, 9.75%, 9/30/04 2,473,839 1,935,779 Term Loan C, 9.75%, 9/30/05 602,883 471,756 Triad Hospitals Inc., Term Loan B, 6.81%, 9/30/08 4,000,000 4,043,000 ------------ 116,413,558 ------------ HOTEL/RESORTS 4.7% Extended Stay America Inc., Term Loan B, 6.563%, 7/01/07 16,000,000 16,113,328 Sunburst Hospitality Corp., Term Loan, 7.81%, 12/21/05 22,846,154 22,760,481 Term Loan 1, 7.81%, 1/04/03 1,753,567 1,746,991 16 FRANKLIN FLOATING RATE TRUST STATEMENT OF INVESTMENTS, JULY 31, 2001 (CONT.) PRINCIPAL AMOUNT* VALUE -------------------------------------------------------------------------------------------------------------------------- (a)SENIOR FLOATING RATE INTERESTS (CONT.) HOTEL/RESORTS (CONT.) Wyndham International Inc., Increasing Rate Note, 8.625%, 6/30/04 $ 39,234,773 $ 38,880,562 (d)Revolver, 6.813 - 6.875%, 6/30/05 2,530,000 2,454,100 Term Loan B, 8.125%, 6/30/06 52,500,000 51,504,704 ------------ 133,460,166 ------------ INDUSTRIAL MACHINERY/COMPONENTS .8% Blount International Inc., Term Loan B, 8.085 - 9.645%, 6/30/06 14,665,147 13,235,295 Gleason Corp., Term Loan B, 7.25 - 7.50%, 2/18/08 4,950,000 4,925,249 Thermadyne LLC, Term Loan B, 6.78%, 5/22/05 2,366,653 2,055,043 Term Loan C, 7.03%, 5/22/06 2,366,653 2,055,043 ------------ 22,270,630 ------------ MARINE SHIPPING .5% Great Lakes Transportation, Term Loan, 7.75 - 7.813%, 3/23/08 13,790,000 13,514,200 ------------ MARINE TRANSPORTATION .1% American Commercial Lines LLC, Term Loan B, 8.063%, 6/30/06 1,412,371 1,274,665 Term Loan C, 8.313%, 6/30/07 1,963,578 1,772,129 ------------ 3,046,794 ------------ MEDIA CONGLOMERATES .7% (c)Bridge Information Systems Inc., Multi-Draw, 9.50%, 5/29/03 3,477,728 1,534,547 (d)Revolver, 9.25%, 7/07/03 2,606,551 1,162,522 Term Loan A, 9.50%, 5/29/03 1,267,199 565,171 Term Loan B, 8.75%, 7/07/05 38,477,417 17,160,927 ------------ 20,423,167 ------------ MEDICAL/NURSING SERVICES 1.6% American HomePatient Inc., Term Loan, 7.375%, 12/31/02 37,418,450 31,384,724 Apria Healthcare Group Inc., Term Loan B, 6.80%, 7/20/07 5,000,000 5,006,250 Maxxim Medical Inc., Term Loan B, 8.063%, 5/12/06 2,098,825 1,739,401 Term Loan C, 8.313%, 5/12/07 2,098,825 1,739,401 (d)NCS HealthCare Inc., Revolver, 9.00%, 5/31/02 8,413,469 6,772,843 ------------ 46,642,619 ------------ MEDICAL SPECIALTIES .2% Alliance Imaging Inc., Term Loan B, 7.813%, 11/02/07 1,791,045 1,794,403 Term Loan C, 8.063%, 11/02/08 2,208,955 2,213,097 Hanger Orthopedic Group Inc., Term Loan B, 9.658%, 12/31/06 2,930,251 2,529,783 ------------ 6,537,283 ------------ 17 FRANKLIN FLOATING RATE TRUST STATEMENT OF INVESTMENTS, JULY 31, 2001 (CONT.) PRINCIPAL AMOUNT* VALUE -------------------------------------------------------------------------------------------------------------------------- (a)SENIOR FLOATING RATE INTERESTS (CONT.) METAL FABRICATIONS .7% Fairchild Holdings, Term Loan B, 6.831 - 6.85%, 12/15/04 $ 8,607,457 $ 8,327,714 Mueller Group, Term Loan B, 7.45 - 7.75%, 8/16/05 967,719 971,752 Term Loan C, 7.70 - 8.00%, 8/16/06 967,719 971,752 Term Loan D, 7.72 - 8.00%, 8/16/07 9,281,503 9,339,512 ------------ 19,610,730 ------------ MILITARY/GOVERNMENT/TECHNICAL .5% Alliant Techsystems Inc., Term Loan B, 6.75%, 4/20/09 5,985,000 6,067,916 Titan Corp., Term Loan B, 6.70 - 6.88%, 2/23/06 1,992,424 1,979,971 Veridian Corp., Term Loan, 7.54 - 8.99%, 9/14/06 4,949,938 4,949,938 ------------ 12,997,825 ------------ MOVIES/ENTERTAINMENT 3.3% (d)AMC Entertainment Inc., Revolver, 6.293 - 8.25%, 4/10/04 352,941 330,441 AMF Bowling Inc., Axel A, 10.00%, 3/31/03 4,035,232 3,321,501 Axel B, 10.50%, 3/31/04 6,811,311 5,593,789 (d)Revolver, 11.50%, 3/31/02 2,113,834 1,727,006 Term Loan A, 9.50%, 3/31/02 4,825,664 3,944,980 Dreamworks Film Trust II, Term Loan B, 6.47%, 1/15/09 2,700,000 2,712,658 Fitness Holdings Worldwide Inc., Term Loan B, 8.00%, 11/02/06 4,940,000 4,693,000 Term Loan C, 8.25%, 11/20/07 10,197,743 9,687,856 Hoops LP (Van Grizzlies) Term Loan, 8.41%, 9/30/05 10,000,000 10,006,250 (d)Loew's Cineplex Entertainment Corp., Revolver, 8.50%, 7/31/03 4,964,422 4,592,091 Phoenix Suns, Term Loan B, 5.83 - 6.886%, 3/31/05 10,000,000 9,981,250 (c)Regal Cinemas Inc., (d)Revolver, 8.00%, 5/26/05 20,971,299 20,581,841 Term Loan A, 6.75%, 5/26/05 3,717,532 3,648,494 Term Loan C, 8.25%, 5/24/07 164,994 161,930 Six Flags (Premier Parks) Inc., Term Loan B, 6.85%, 11/03/05 2,500,000 2,526,875 United Artists Theaters, Term Loan, 7.78%, 2/02/05 1,958,908 1,897,081 Washington Football Inc., Term Loan A, 5.90%, 10/22/04 400,000 400,375 Term Loan B, 6.615 - 6.665%, 10/22/04 8,600,000 8,640,317 ------------ 94,447,735 ------------ NEWSPAPERS .9% Canwest Media Inc., Term Loan B, 8.90%, 5/15/08 10,977,054 11,056,637 Term Loan C, 9.15%, 5/15/09 6,857,946 6,907,666 Trader.Com, (Netherlands) Term Loan B, 6.775%, 12/31/06 4,480,281 4,334,672 Term Loan C, 7.275%, 12/31/07 3,019,719 2,921,578 ------------ 25,220,553 ------------ 18 FRANKLIN FLOATING RATE TRUST STATEMENT OF INVESTMENTS, JULY 31, 2001 (CONT.) PRINCIPAL AMOUNT* VALUE ----------------------------------------------------------------------------------------------------------------------------------- (a)SENIOR FLOATING RATE INTERESTS (CONT.) NON-U.S. UTILITIES .9% AES EDC Funding II, Term Loan, 6.955%, 10/06/03 .................................. $ 26,000,000 $ 25,939,055 -------------- OTHER METALS/MINERALS .2% Better Minerals & Aggregates, Term Loan B, 7.563%, 9/30/07 ....................... 4,868,421 4,539,803 -------------- OTHER TELECOMMUNICATIONS 6.4% (c)360 Networks Inc., Term Loan, 10.25%, 12/15/07 ................................... 19,000,000 5,913,750 Arch Wireless Inc., .............................................................. Term Loan B-1, 7.313 - 7.438%, 6/30/06 ........................................ 89,263,388 20,084,262 Term Loan B, 7.125%, 6/30/05 .................................................. 3,208,042 721,809 Term Loan C, 10.688%, 6/30/06 ................................................. 30,269,970 6,810,743 Cricket Communications Inc., Term Loan, 8.563%, 6/30/07 .......................... 55,000,000 39,600,000 E.Spire Communications Inc., Term Loan C, 10.75%, 8/01/06 ........................ 16,877,867 13,080,347 Global Crossing Holdings Ltd., Term Loan B, 6.46%, 8/15/06 ....................... 10,000,000 9,428,750 ICG Communications Inc., Term Loan B, 9.50%, 3/31/06 ............................. 2,399,045 2,351,064 ITC Deltacom Inc., Term Loan B, 6.665%, 9/05/07 .................................. 4,937,500 4,011,719 Level 3 Communications Inc., Term Loan A, 6.60%, 9/30/07 ......................... 16,363,636 12,886,364 Mcleod USA Inc., Term Loan B, 7.06%, 5/30/08 ..................................... 15,000,000 12,455,625 Northpoint Communications Group Inc., Term Loan, 10.25%, 3/31/04 ................. 11,929,408 3,280,587 RCN Corp., Tranche B, 7.75%, 6/03/07 ............................................. 21,000,000 15,776,250 Satelites Mexicanos, Term Loan C 144A, 8.21%, 6/30/04 (Mexico) ................... 5,530,000 5,129,075 (c)Teligent Inc., Conversion Term Loan, 10.25%, 6/30/06 ......................................... 18,500,000 3,385,500 Multi-Draw Term Loan, 9.865 - 10.25%, 6/30/06 ................................. 17,500,000 3,202,500 Time Warner Telecom Inc., Term Loan B, 8.74%, 12/15/07 ........................... 5,000,000 4,896,875 (c)WCI Capital Corp., Term Loan B, 12.25%, 3/31/07 .................................. 30,500,000 5,664,277 Winstar Communications Inc., DIP, 6.71 - 7.71%, 12/31/02 ......................... 5,833,333 5,818,750 XO Communications Inc., Term Loan B, 7.813%, 6/30/07 ............................. 10,500,000 7,361,666 -------------- 181,859,913 -------------- PACKAGE GOODS/CONTAINERS .3% Pliant Corp., Term Loan B, 7.625%, 5/31/08 ....................................... 7,857,143 7,518,304 -------------- PACKAGED FOODS 3.3% Agrilink Foods, Term B, 7.73%, 9/30/04 ........................................................ 6,694,962 6,460,639 Term C, 7.98%, 9/30/05 ........................................................ 6,863,289 6,623,075 Aurora Foods Inc., (d)Revolver, 7.36 - 7.581%, 6/30/05 .............................................. 4,870,459 4,736,522 Term Loan, 7.25%, 6/30/05 ..................................................... 430,721 418,876 Term Loan A, 7.525%, 6/30/05 .................................................. 561,467 550,237 Term Loan B, 8.025%, 9/30/06 .................................................. 4,367,746 4,282,213 B&G Foods Inc., Term Loan B, 7.81 - 8.65%, 3/31/06 ............................... 998,333 969,007 Burns Philip, Citibank Revolver, 5.076%, 8/17/01 ............................................ 7,965,870 7,945,956 IBJ Australia, 5.09%, 8/17/01 ................................................. 31,311,417 31,233,137 Sakura Finance, 5.09%, 8/17/01 ................................................ 19,775,574 19,726,136 19 FRANKLIN FLOATING RATE TRUST STATEMENT OF INVESTMENTS, JULY 31, 2001 (CONT.) PRINCIPAL AMOUNT* VALUE ----------------------------------------------------------------------------------------------------------------------------------- (a)SENIOR FLOATING RATE INTERESTS (CONT.) PACKAGED FOODS (CONT.) CP Kelco, Term Loan B, 7.46%, 3/15/08 ................................................... $ 3,375,000 $ 3,253,078 Term Loan C, 7.71%, 9/15/08 ................................................... 1,125,000 1,084,359 Merisant Corp., Term Loan B, 7.00%, 3/31/07 ...................................... 1,083,630 1,085,437 Nutrasweet, Second Lien Term Loan, 8.938%, 5/24/09 ........................................ 3,000,000 2,977,500 Term Loan B, 7.313%, 5/15/07 .................................................. 2,377,846 2,382,304 -------------- 93,728,476 -------------- PRINTING/FORMS 2.0% American Reprographics, Term Loan B, 7.52%, 4/10/08 .............................. 16,293,920 16,212,451 Dimac Holdings Inc., Term Loan A, 9.75%, 12/31/05 .................................................. 2,092,640 230,190 Term Loan B, 9.75%, 1/01/02 ................................................... 773,163 618,531 Dimac Marketing Partners, Revolver, 9.75%, 7/01/03 ...................................................... 233,270 25,660 Term Loan A, 9.75%, 7/01/03 ................................................... 554,750 61,022 Term Loan B, 9.75%, 1/01/05 ................................................... 2,092,640 230,190 Mail-Well Inc., Term Loan B, 6.78 - 6.84%, 2/22/07 ............................... 8,263,839 7,902,296 Vertis, Bridge Term Loan, 13.50%, 12/09/09 ............................................ 25,000,000 22,875,000 Term Loan B, 7.50 - 8.063%, 12/31/08 .......................................... 9,869,319 9,215,477 -------------- 57,370,817 -------------- PROPERTY/CASUALTY INSURANCE 1.1% White Mountain Insurance Group LTD., Term Loan B, 6.815%, 3/31/07 ................ 31,000,000 31,096,875 -------------- PULP & PAPER .7% Alabama Pine & Pulp, Term Loan A, 7.78%, 6/30/03 ................................................... 37,105,162 19,851,262 PIK Term Loan B, 7.78%, 6/30/05 ............................................... 3,820,187 233,986 PIK Term Loan C, 10.75%, 6/30/05 .............................................. 5,324,062 326,099 -------------- 20,411,347 -------------- RAILROADS .1% Kansas City Southern Industries Inc., Term Loan B, 6.83 - 6.875%, 1/11/07 ........ 1,741,250 1,757,574 -------------- REAL ESTATE INVESTMENT TRUSTS 3.5% Corrections Corp. of America Term Loan B, 8.33%, 12/31/02 .................................................. 18,692,306 17,913,454 Term Loan C, 8.34%, 12/31/02 .................................................. 25,036,094 23,992,915 Ventas Realty LP, Term Loan A, 6.46%, 12/31/02 .................................................. 26,693,398 26,359,729 Term Loan B, 7.46%, 12/31/05 .................................................. 16,871,678 16,660,782 Term Loan C, 7.96%, 12/31/07 .................................................. 13,912,808 13,738,898 -------------- 98,665,778 -------------- 20 FRANKLIN FLOATING RATE TRUST STATEMENT OF INVESTMENTS, JULY 31, 2001 (CONT.) PRINCIPAL AMOUNT* VALUE ----------------------------------------------------------------------------------------------------------------------------------- (a)SENIOR FLOATING RATE INTERESTS (CONT.) RENTAL/LEASING COMPANIES 2.3% Ashtead Group PLC., Term Loan B, 6.83%, 6/30/07 .................................. $ 23,760,000 $ 23,566,950 Nations Rent Inc., Term Loan, 8.25%, 7/20/06 ..................................... 31,902,750 22,172,411 Rent-Way Inc., Term Loan B, 10.25%, 9/30/06 ...................................... 9,840,405 8,610,354 United Rentals Inc., Term Loan B, 6.79 - 6.85%, 9/30/07 .......................... 11,970,000 11,988,078 -------------- 66,337,793 -------------- SEMICONDUCTORS .8% ON Semiconductor Corp., (d)Revolver, 7.063%, 8/04/05 ..................................................... 892,857 720,982 Term Loan A, 7.00 - 7.75%, 8/04/05 ............................................ 131,277 106,007 Term Loan B, 7.438%, 8/04/06 .................................................. 9,629,630 7,763,889 Term Loan C, 8.313%, 8/04/07 .................................................. 10,370,370 8,361,111 Term Loan D, 7.563%, 8/04/07 .................................................. 9,000,000 7,211,250 -------------- 24,163,239 -------------- SERVICES TO THE HEALTH INDUSTRY .1% Dade Behring, Term Loan B, 7.375%, 6/29/06 .................................................. 2,166,113 1,741,555 Term Loan C, 7.375%, 6/29/07 .................................................. 2,166,113 1,741,555 Unilab Corp., Term Loan, 7.313%, 11/23/06 ........................................ 856,024 857,897 -------------- 4,341,007 -------------- SPECIALTY CHEMICALS .6% Hercules Inc., Term Loan D, 6.99%, 11/15/05 ...................................... 1,990,000 1,972,090 Ineos Group Ltd., Term Loan C, 7.33%, 6/30/09 .................................... 7,500,000 7,495,313 Kosa BV, Term Loan B, 6.96%, 12/31/06 ............................................ 3,817,129 3,763,212 OM Group Inc., Term Loan B, 8.75%, 3/31/07 ....................................... 4,912,688 4,930,089 -------------- 18,160,704 -------------- STEEL/IRON ORE .6% Ispat Sidbec Inc. ................................................................ Term B, 7.46%, 7/16/04 ........................................................ 6,075,322 5,103,271 Term C, 7.96%, 1/16/05 ........................................................ 6,075,322 5,103,271 LTV Corp., Term Loan, 8.36 - 10.625%, 10/31/04 ................................... 9,376,333 8,087,087 -------------- 18,293,629 -------------- TELECOMMUNICATIONS EQUIPMENT 1.7% Acterna Dynatech Corp., Term Loan B, 6.96%, 9/30/07 .............................. 23,529,412 21,607,835 American Tower Corp., Term Loan B, 7.01%, 12/31/07 ............................... 2,500,000 2,466,355 Crown Castle Operating Co., Term Loan B, 6.46%, 3/15/08 .......................... 2,000,000 1,996,876 Pacific Crossing Ltd., Term Loan, 6.063%, 7/28/06 ................................ 23,150,642 21,259,998 -------------- 47,331,064 -------------- TEXTILES .6% Pillowtex Corp., Term Loan B, 6.21 - 7.71%, 12/31/04 ............................. 27,244,293 9,889,679 Synthetic Industries Inc., Bridge Loan, 14.25%, 6/14/08 .......................... 10,000,000 6,125,000 -------------- 16,014,679 -------------- TOOLS/HARDWARE .1% Shop Vac Corp., Term Loan, 6.43%, 6/30/07 ........................................ 3,000,000 3,007,500 -------------- 21 FRANKLIN FLOATING RATE TRUST STATEMENT OF INVESTMENTS, JULY 31, 2001 (CONT.) PRINCIPAL AMOUNT* VALUE ----------------------------------------------------------------------------------------------------------------------------------- (a)SENIOR FLOATING RATE INTERESTS (CONT.) TRANSPORTATION 1.4% Eurotunnel Finance Ltd., Tier 1 Jr Debt, 7.03%, 7/01/25 ................................................ $ 18,902,672 GBP $ 24,379,943 Tier 2 Jr Debt, 7.03%, 7/01/25 ................................................ 14,000,000 GBP 16,161,213 -------------- 40,541,156 -------------- UTILITIES 1.0% Mission Energy Holdings, Term Loan A, 11.29%, 6/30/06 .................................................. 7,272,727 7,036,364 Term Loan B, 11.29%, 6/30/06 .................................................. 20,727,273 20,053,636 -------------- 27,090,000 -------------- WHOLESALE DISTRIBUTORS .3% Spartan Stores, Term Loan, 7.00 - 7.063%, 3/18/07 ................................ 1,978,375 1,975,902 Wilmar Industries Inc., Term Loan B, 7.79%, 3/31/07 .............................. 7,443,750 7,071,563 -------------- 9,047,465 -------------- TOTAL SENIOR FLOATING RATE INTERESTS (COST $3,015,605,242) ....................... 2,815,619,194 -------------- SHARES ------------ COMMON STOCKS & WARRANTS .1% COMMUNICATIONS AND MEDIA Rivus Internet Group Inc ......................................................... 72,960 18,240 -------------- CONSUMER PRODUCTS .1% United Artist Theatres ........................................................... 220,857 1,269,928 -------------- ENVIRONMENTAL SERVICES Environmental Systems Products Holdings Inc. ..................................... 49,939 5 -------------- MANUFACTURING - METALS & MINERALS Exide Corp. ...................................................................... 74,278 127,758 -------------- TOTAL COMMON STOCKS & WARRANTS (COST $1,411,052) ................................. 1,415,931 -------------- PREFERRED STOCKS BANKS AND FINANCIAL SERVICES Dimac Holdings Inc. 20% PIK pfd .................................................. 1,265,651 127 -------------- BUSINESS SERVICES Environmental Systems Products Holdings Inc., pfd ................................ 8,032 923,683 -------------- TOTAL PREFERRED STOCKS (COST $356,100) ........................................... 923,810 -------------- TOTAL LONG TERM INVESTMENTS (COST $3,017,372,394) ................................ 2,817,958,935 ============== 22 FRANKLIN FLOATING RATE TRUST STATEMENT OF INVESTMENTS, JULY 31, 2001 (CONT.) SHARES VALUE ----------------------------------------------------------------------------------------------------------------------------------- SHORT TERM INVESTMENTS 2.9% (b)Franklin Institutional Fiduciary Trust Money Market Portfolio (COST $82,162,797) . $ 82,162,797 -------------- TOTAL INVESTMENTS (COST $3,099,535,191) 102.4% ................................... 2,900,121,732 -------------- OTHER ASSETS, LESS LIABILITIES (2.4%) ............................................ (67,934,072) -------------- NET ASSETS 100.0% ................................................................ $2,832,187,660 ============== CURRENCY ABBREVIATIONS: GBP - British Pounds * The principal amount is stated in U.S. dollars unless otherwise indicated. (a) Senior secured corporate loans in the Fund's portfolio generally have variable rates which adjust to a base, such as the London Inter-Bank Offered Rate (LIBOR), on the set dates, typically every 30 days but not greater than one year; and/or have interest rates that float at a margin above a widely recognized base lending rate such as the Prime Rate of a designated U.S. Bank. (b) The Franklin Institutional Fiduciary Trust Money Market Portfolio (The "Sweep Money Fund") is managed by Franklin Advisers, Inc. (c) See Note 6 regarding defaulted securities. (d) See Note 7 regarding unfunded loan commitments. See notes to financial statements. 23 FRANKLIN FLOATING RATE TRUST Financial Statements STATEMENT OF ASSETS AND LIABILITIES JULY 31, 2001 Assets: Investments in securities: Cost ....................................................................................................... $ 3,099,535,191 =============== Value ...................................................................................................... 2,900,121,732 Cash ........................................................................................................ 12,261,500 Receivables: Investment securities sold ................................................................................. 55,122 Capital shares sold ........................................................................................ 7,895,831 Interest ................................................................................................... 16,208,801 Organization costs .......................................................................................... 29,476 --------------- Total assets ........................................................................................... 2,936,572,462 --------------- Liabilities: Payables: Investment securities purchased ............................................................................ 88,216,156 Affiliates ................................................................................................. 3,236,584 Shareholders ............................................................................................... 631,082 Deferred facility fees (Note 1) ............................................................................. 4,322,075 Distributions to shareholders ............................................................................... 6,681,796 Other liabilities ........................................................................................... 1,297,109 --------------- Total liabilities ...................................................................................... 104,384,802 --------------- Net assets, at value .................................................................................. 2,832,187,660 =============== Net assets consist of: Undistributed net investment income ......................................................................... $ (1,298,001) Net unrealized depreciation ................................................................................. (199,739,111) Accumulated net realized loss ............................................................................... (12,620,940) Capital shares .............................................................................................. 3,045,845,712 --------------- Net assets, at value .................................................................................. $ 2,832,187,660 =============== Net asset value and maximum offering price per share ($2,832,187,660 / 306,558,913 shares outstanding)(a) ... $9.24 =============== (a) Redemption price is equal to net asset value less any applicable contingent deferred sales charge. See notes to financial statements. 24 FRANKLIN FLOATING RATE TRUST Financial Statements (continued) STATEMENT OF OPERATIONS FOR THE YEAR ENDED JULY 31, 2001 Investment income: Dividends .................................................................................................. $ 9,274,806 Interest ................................................................................................... 296,940,868 ------------- Total investment income ............................................................................... 306,215,674 ------------- Expenses: Management fees (Note 3) ................................................................................... 22,910,174 Administrative fees (Note 3) ............................................................................... 2,775,902 Transfer agent fees (Note 3) ............................................................................... 12,228,273 Custodian fees ............................................................................................. 28,146 Reports to shareholders .................................................................................... 103,727 Registration and filing fees ............................................................................... 1,283,002 Professional fees .......................................................................................... 428,060 Trustees' fees and expenses ................................................................................ 8,896 Amortization of organization costs ......................................................................... 24,804 Other ...................................................................................................... 212,511 ------------- Total expenses ........................................................................................ 40,003,495 ------------- Net investment income ................................................................................ 266,212,179 ------------- Realized and unrealized gains (losses): Net realized loss from: Investments ............................................................................................... (10,993,090) Foreign currency transactions ............................................................................. (10,305) ------------- Net realized loss ..................................................................................... (11,003,395) Net unrealized appreciation (depreciation) on: Investments and interest rate swap contracts .............................................................. (176,051,914) Translation of assets and liabilities denominated in foreign currencies ................................... 5,394 ------------- Net unrealized depreciation ........................................................................... (176,046,520) ------------- Net realized and unrealized loss ............................................................................ (187,049,915) ------------- Net increase in net assets resulting from operations ........................................................ $ 79,162,264 ============= See notes to financial statements. 25 FRANKLIN FLOATING RATE TRUST Financial Statements (continued) STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED JULY 31, 2001 AND 2000 2001 2000 ------------------------------------ Increase (decrease) in net assets: Operations: Net investment income .................................................................. $ 266,212,179 $ 155,940,461 Net realized gain (loss) from investments and foreign currency transactions ............ (11,003,395) 1,485,304 Net unrealized depreciation on investments and translation of assets and liabilities denominated in foreign currencies ..................................................... (176,046,520) (27,283,820) ------------------------------------ Net increase in net assets resulting from operations ............................... 79,162,264 130,141,945 Distributions to shareholders from net investment income ................................ (268,509,479) (155,913,087) Capital share transactions (Note 2) ..................................................... 480,038,146 1,460,904,863 ------------------------------------ Net increase in net assets ......................................................... 290,690,931 1,435,133,721 Net assets: Beginning of year ...................................................................... 2,541,496,729 1,106,363,008 ------------------------------------ End of year ............................................................................ $ 2,832,187,660 $ 2,541,496,729 ==================================== Undistributed net investment income included in net assets: End of year ............................................................................ $ (1,298,001) $ -- ------------------------------------ See notes to financial statements. 26 FRANKLIN FLOATING RATE TRUST Financial Statements (continued) STATEMENT OF CASH FLOWS FOR THE YEAR ENDED JULY 31, 2001 Cash flow from operating activities: Interest and facility fees received ....................................................................... $ 288,380,098 Operating expenses paid ................................................................................... (38,138,658) --------------- Cash provided - operations ........................................................................... 250,241,440 =============== Cash flow from investing activities: Investment purchases ...................................................................................... (5,419,988,636) Investment sales and maturities ........................................................................... 4,941,906,276 --------------- Cash used - investments .............................................................................. (478,082,360) =============== Cash flow from financing activities: Distributions to shareholders ............................................................................. (83,574,408) Net proceeds from capital shares sold ..................................................................... 324,594,959 --------------- Cash provided - financing activities ................................................................. 241,020,551 =============== Net increase in cash: ...................................................................................... 13,179,631 --------------- Cash at beginning of year ................................................................................. (918,131) --------------- Cash at end of year ....................................................................................... $ 12,261,500 =============== RECONCILIATION OF NET INVESTMENT INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES FOR THE YEAR ENDED JULY 31, 2001 Net investment income ...................................................................................... $ 266,212,179 Amortization income ....................................................................................... (27,443,633) Decrease in interest receivable ........................................................................... 4,702,614 Increase in other liabilities ............................................................................. 1,840,033 Facility fees received .................................................................................... 6,441,988 Amortization of offering costs ............................................................................ 24,804 Income in kind ............................................................................................ (1,536,545) --------------- Cash provided - operations ................................................................................. $ 250,241,440 =============== See notes to financial statements. 27 FRANKLIN FLOATING RATE TRUST Notes to Financial Statements 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Franklin Floating Rate Trust (the Fund) is registered under the Investment Company Act of 1940 as a non-diversified, closed-end, continuously offered investment company. The Fund seeks current income and preservation of capital. The following summarizes the Fund's significant accounting policies. a. SECURITY VALUATION: The Fund invests primarily in senior secured corporate loans and senior secured debt that meet credit standards established by Franklin Advisers, Inc. Investment in these securities may be considered illiquid and prompt sale of these securities at an acceptable price may be difficult. The Fund values its securities based on quotations provided by banks, broker/dealers or pricing services experienced in such matters. Restricted securities and securities for which market quotations are not readily available are valued at fair value as determined by management in accordance with procedures established by the Board of Trustees. b. FOREIGN CURRENCY TRANSLATION: Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the exchange rate of such currencies against U.S. dollars on the date of valuation. Purchases and sales of securities and income items denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date. The Fund does not separately report the effect of changes in foreign exchange rates from changes in market prices on securities held. Such changes are included in net realized and unrealized gain or loss from investments. Realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the recorded amounts of dividends, interest, and foreign withholding taxes and the U.S. dollars equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in foreign exchange rates on foreign denominated assets and liabilities other than investments in securities held at the end of the reporting period. c. INTEREST RATE SWAP The Fund may enter into interest rate swap contracts to hedge the risk of changes in interest rates. Interest rate swaps are agreements between two parties to exchange cash flows based on a notional principal amount. The net interest received or paid on interest rate swap agreements is accrued daily as interest income/expense. Interest rate swaps are marked to market daily based upon quotations from the market makers and the change, if any, is recorded as an unrealized gain or loss in the Statement of Operations. When the swap contract is terminated early, the Fund records a realized gain or loss equal to the difference between the current realized value and the expected cash flows. The risks of interest rate swaps include changes in market conditions and the possible inability of the counterparty to fulfill their obligations under the agreement. d. INCOME TAXES: No provision has been made for income taxes because the Fund's policy is to qualify as a regulated investment company under the Internal Revenue Code and distribute substantially all of its taxable income. 28 FRANKLIN FLOATING RATE TRUST Notes to Financial Statements (continued) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONT.) e. 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. Discount from securities is amortized on an income tax basis. Facility fees received are recognized as income over the expected term of the loan. Dividend income and distributions to shareholders are recorded on the ex-dividend date. f. ORGANIZATION COSTS: Organization costs are amortized on a straight-line basis over five years. g. 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 expense during the reporting period. Actual results could differ from those estimates. h. LINE OF CREDIT The Fund has two unsecured lines of credit, which subject to limitations, allows the fund to borrow up to an aggregate maximum amount of $75,000,000 to meet shareholder redemptions. Borrowings under the lines of credit bear interest at the Federal Funds Rate plus .50% per year. 2. SHARES OF BENEFICIAL INTEREST The Fund may, on a quarterly basis, make tender offers at net asset value for the repurchase of a portion of the common shares outstanding. The price will be established as of the close of business on the day the tender offer ends. An early withdrawal charge may be imposed on shares offered for tender which have been held for less than twelve months. At July 31, 2001, there were an unlimited number of shares authorized ($.01 par value). Transactions in the Fund's shares were as follows: YEAR ENDED JULY 31, ------------------------------------------------------------------------ 2001 2000 ------------------------------------------------------------------------ SHARES AMOUNT SHARES AMOUNT ------------------------------------------------------------------------ Shares sold .......................................... 135,483,175 $ 1,307,595,804 179,578,847 $ 1,781,070,181 Shares issued in reinvestment of distributions ....... 19,247,577 184,070,432 11,364,798 112,540,752 Shares redeemed ...................................... (106,217,953) (1,011,628,090) (43,719,061) (432,706,070) ------------------------------------------------------------------------ Net increase ......................................... 48,512,799 $ 480,038,146 147,224,584 $ 1,460,904,863 ======================================================================== 29 FRANKLIN FLOATING RATE TRUST Notes to Financial Statements (continued) 3. TRANSACTIONS WITH AFFILIATES Certain officers and trustees of the Fund are also officers and/or directors of Franklin Advisers, Inc. (Advisers), Franklin/Templeton Distributors, Inc. (Distributors), Franklin Templeton Services, LLC (FT Services) and Franklin/Templeton Investor Services, LLC (Investor Services), the Fund's investment manager, principal underwriter, administrative manager and transfer agent, respectively. The Fund pays an investment management fee to Advisers of .80% per year of the average daily net assets of the Fund. Management fees were reduced on assets invested in the Sweep Money Fund. Distributors received contingent deferred sales charges for the year of $1,707,896. The Fund pays an administrative fee to FT Services based on the net assets of the Fund as follows: ANNUALIZED FEE RATE AVERAGE DAILY NET ASSETS ----------------------------------------------------------------- .150% First $200 million .135% Over $200 million, up to and including $700 million .100% Over $700 million, up to and including $1.2 billion .075% In excess of $1.2 billion The Fund pays a transfer agent fee to Investor Services of .40% per year of the average daily net assets of the Fund. 4. INCOME TAXES At July 31, 2001, the unrealized depreciation based on the cost of investments for income tax purposes of $3,105,342,828 was as follows: Unrealized appreciation $ 57,099,959 Unrealized depreciation (262,646,707) ------------- Net unrealized depreciation $(205,546,748) ============= At July 31, 2001, the Fund had tax basis capital losses of $4,581,379 which may be carried over to offset future capital gains. Such losses expire in 2008. At July 31, 2001, the Fund has deferred capital losses occurring subsequent to October 31, 2000 of $2,231,923. For tax purposes, such losses will be reflected in the year ending July 31, 2002. Net investment income differs for financial statement and tax purposes primarily due to differing treatments of defaulted securities and foreign currency transactions. Net realized capital losses differ for financial statement and tax purposes primarily due to differing treatment of wash sales and foreign currency transactions. 30 FRANKLIN FLOATING RATE TRUST Notes to Financial Statements (continued) 5. INVESTMENT TRANSACTIONS Purchases and sales of securities (excluding short-term securities) for the year ended July 31, 2001 aggregated $2,853,743,643 and $2,311,517,463 respectively. 6. INTEREST RATE SWAP AGREEMENT As of July 31, 2001, the Fund had the following interest rate swap contract outstanding: RATE PAID RATE RECEIVED UNREALIZED MATURITY DATE NOTIONAL AMOUNT BY THE FUND BY THE FUND DEPRECIATION -------------------------------------------------------------------------------- July 9, 2007 $4,000,000 10.125% 7.414% $(327,060) 7. CREDIT RISK AND DEFAULTED SECURITIES The Fund has 94% of its portfolio invested in below investment grade and comparable quality unrated high yield securities, which tend to be more sensitive to economic conditions rather than higher rated securities. At July 31, 2001, the Fund held defaulted securities with a value aggregating $264,153,799 representing 9.33% of the Fund's net assets. For information as to specific securities, see the accompanying Statement of Investments. For financial reporting purposes, the Fund discontinues accruing income on defaulted bonds and provides an estimate for losses on interest receivable. 8. UNFUNDED LOAN COMMITMENTS As of July 31, 2001, the Fund had unfunded loan commitments, which would be extended at the option of the borrowers, pursuant to the following loan agreements: COMMITMENT UNFUNDED SECURITY AMOUNT AMOUNT -------------------------------------------------------------------------------- Allegiance Telecom Inc., Revolver ............. $35,000,000 $ 35,000,000 AMC Entertainment, Revolver ................... 10,000,000 9,647,059 AMF Bowling Inc., Revolver .................... 2,185,234 71,400 Aurora Foods Inc., Revolver ................... 5,798,166 927,707 Blockbuster Inc., Revolver .................... 33,350,002 21,960,387 Bridge Information Systems Inc., DIP .......... 2,000,000 2,000,000 Bridge Information Systems Inc., Revolver ..... 2,802,730 196,179 Charter Communications CCVI, Revolver ......... 875,000 875,000 Genesis Health Ventures Inc., Revolver ........ 32,572,735 56,575 ICG Communications ............................ 20,000,000 20,000,000 JC Penney Co., Revolver ....................... 27,500,000 27,500,000 Level 3 Communications Inc., Revolver ......... 23,636,364 23,636,364 Loew's Cineplex Entertainment Corp., Revolver . 4,998,389 33,966 31 FRANKLIN FLOATING RATE TRUST Notes to Financial Statements (continued) 8. UNFUNDED LOAN COMMITMENTS (CONT.) COMMITMENT UNFUNDED SECURITY AMOUNT AMOUNT -------------------------------------------------------------------------------- Pillowtex Corp., Revolver ..................... $10,000,000 $ 10,000,000 Playtex Products Inc., Revolver ............... 2,777,778 2,777,778 Regal Cinemas Inc., Revolver .................. 21,183,131 211,832 Rent-A-Center Inc., Revolver .................. 1,984,654 1,984,654 ON Semiconductor, Revolver .................... 1,071,429 178,572 Sinclair Broadcasting Group Inc., Revolver .... 12,520,111 5,128,149 VoiceStream Holdings LLC, Revolver ............ 20,000,000 20,000,000 Washington Group DIP .......................... 20,000,000 20,000,000 Wyndham International Inc., Revolver .......... 10,000,000 7,470,000 ------------ $209,655,622 ------------ 32 FRANKLIN FLOATING RATE TRUST Independent Auditors' Report TO THE SHAREHOLDERS AND BOARD OF TRUSTEES OF FRANKLIN FLOATING RATE TRUST In our opinion, the accompanying statement of assets and liabilities, including the statement of investments, and the related statements of operations, cash flows, and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Franklin Floating Rate Trust ("the Fund") at July 31, 2001, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at July 31, 2001 by correspondence with the custodian and brokers, provide a reasonable basis for the opinion expressed above. PricewaterhouseCoopers LLP San Francisco, California September 6, 2001 33 This page intentionally left blank. This page intentionally left blank. This page intentionally left blank.