N-CSRS 1 tgf-ncsrs022814.htm tgf-ncsrs022814.htm - Generated by SEC Publisher for SEC Filing

 

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 811-04892 

 

Templeton Growth Fund, Inc.

(Exact name of registrant as specified in charter)

 

300 S.E. 2nd Street, Fort Lauderdale, FL 33301-1923
(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: (954) 527-7500

 

Date of fiscal year end: _8/31__ 

 

Date of reporting period:  2/28/14 

 

Item 1. Reports to Stockholders.

 

 


 



 
 

  Contents      
 
Shareholder Letter 1 Semiannual Report   Financial Highlights and  
        Statement of Investments 17
    Templeton Growth Fund, Inc. 3    
        Financial Statements 27
    Performance Summary 12    
        Notes to Financial Statements 31
    Your Fund’s Expenses 15    
        Shareholder Information 42

 


 
 

Semiannual Report

Templeton Growth Fund, Inc.

Your Fund’s Goal and Main Investments: Templeton Growth Fund seeks long-term

capital growth. Under normal market conditions, the Fund invests primarily in equity securities of

companies located anywhere in the world, including emerging markets.

We are pleased to bring you Templeton Growth Fund’s semiannual report for the period ended February 28, 2014.

 

Performance Overview

Templeton Growth Fund – Class A delivered a +17.07% cumulative total
return for the six months under review. In comparison, the MSCI World AA
Index, which measures stock performance in global developed markets, posted
a +14.92% total return.1, 2 The Fund’s long-term results are shown in the AAA
Performance Summary beginning on page 12. For the 10-year period ended
February 28, 2014, Templeton Growth Fund – Class A generated a cumulative
total return of +81.56%, compared with the MSCI World Index’s +102.81%
cumulative total return for the same period.1, 2 Please note index performance
information is provided for reference and we do not attempt to track the index
but rather undertake investments on the basis of fundamental research. You
can find more performance data in the Performance Summary.

The dollar value, number of shares or principal amount, and names of all portfolio holdings are listed in the
Fund’s Statement of Investments (SOI). The SOI begins on page 22.

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.
Please visit franklintempleton.com
or call (800) 342-5236 for most
recent month-end performance.

 

Semiannual Report | 3


 

Economic and Market Overview

The six months under review were characterized by continued economic recovery in most developed countries, and many central banks reaffirmed their accommodative monetary stances. In contrast, growth in emerging market economies generally tended to slow, and central banks in many emerging markets raised interest rates as they sought to control inflation and currency depreciation.

In the U.S., economic data were generally positive. Manufacturing activity expanded during the review period and unemployment declined. 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 through September 2014. Congress then approved suspension of the debt ceiling until March 2015. Encouraged by positive economic and employment reports, the Federal Reserve Board (Fed) in January 2014 began reducing its bond purchases by $10 billion a month and committed to keeping interest rates low. 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 economic outlook changed significantly.

Outside the U.S., the U.K. enjoyed strong growth, driven by easing credit conditions and stronger consumer confidence. Elsewhere, economic activity in the eurozone and Japan showed signs of improvement. Although technically out of its recession, the eurozone experienced weak employment trends and deflationary risks. However, German Chancellor Angela Merkel’s reelection and the European Central Bank’s rate cut to a record low helped partly restore investor confidence. In Japan, improving business sentiment, personal consumption and higher exports resulting from a weaker yen supported the economy, and the unemployment rate reached its lowest level in six years. The Bank of Japan announced it would provide additional monetary stimulus, if required. Political turmoil in Ukraine surfaced in November 2013 when its government avoided firming up trade links with the European Union, raising fears of a sovereign default and investor concerns over the country’s relationship with Russia.

Growth in many emerging market economies moderated based on lower domestic demand, falling exports and weakening commodity prices. However, select emerging market economies such as those of China, Malaysia, South Korea, Poland and Hungary improved in 2013’s second half. Monetary policies tightened in several emerging market countries, including Brazil, India, Turkey and South Africa, as their central banks raised interest rates to curb inflation and support their currencies.

4 | Semiannual Report


 

Stocks in Europe helped developed market equities advance for most of the period despite a January 2014 decline. Led by Asian equities, emerging market equities also gained, although weak economic data, especially in China, weighed on markets in January. Several emerging market currencies depreciated against the U.S. dollar during the period. Gold prices declined for the period despite a rally in early 2014, and international oil prices rose amid supply concerns related to political unrest and adverse U.S. weather.

Top 10 Countries    
Based on Equity Securities    
2/28/14    
  % of Total  
  Net Assets  
U.S. 31.7 %
U.K. 12.0 %
France 11.2 %
Germany 6.0 %
Switzerland 5.0 %
Netherlands 4.7 %
South Korea 3.7 %
Italy 3.3 %
Japan 2.9 %
Singapore 2.3 %

 

Investment Strategy

Our investment strategy employs a bottom-up, value-oriented, long-term approach. We focus on the market price of a company’s securities relative to our evaluation of the company’s long-term earnings, asset value and cash flow potential. As we look worldwide, we consider specific companies, rather than sectors or countries, while doing in-depth research to construct a bargain list from which we buy. Before we make a purchase, we look at the company’s price/earnings ratio, price/cash flow ratio, profit margins and liquidation value.

Manager’s Discussion

Many of the positive economic trends we discussed in the 2013 annual shareholder report persisted during the six-month review period, and the Fund outperformed the benchmark MSCI World Index, supported by the market environment. The Fund’s Class A shares outperformed the benchmark for the one-, three- and five-year annual periods ended February 28, 2014. Even with this favorable performance, the Fund traded at a significant valuation discount relative to the benchmark index. Positive trends included moderate global economic growth and ongoing policy support from developed market central banks. Stabilizing market conditions allowed investors to refocus on business fundamentals, creating an environment that seemed to us to reward disciplined stock picking and helped drive further value recognition for Fund positions.

Value investing generally was pressured during the global financial crisis as investors seemed to grow more concerned with overall market stability than with the relationship between stock prices and business fundamentals. However, the rise in investor confidence since Europe’s recovery from its debt crisis laid the groundwork for the resurgence of value investing, a strategy that has historically delivered compelling performance. Many of the sectors and regions most punished during the 2008–2009 global crisis and 2010–2011 European crisis have since had a dramatic recovery. As Sir John Templeton wrote, “For those properly prepared in advance, a bear market in stocks is not a calamity, but an opportunity.”

Semiannual Report | 5


 

Top 10 Sectors/Industries    
Based on Equity Securities    
2/28/14    
% of Total  
Net Assets  
Banks 13.1 %
Pharmaceuticals 11.6 %
Oil, Gas & Consumable Fuels 10.4 %
Insurance 5.3 %
Energy Equipment & Services 4.4 %
Media 3.9 %
Diversified Telecommunication Services 3.8 %
Airlines 3.1 %
Communications Equipment 2.9 %
Capital Markets 2.8 %

 

The strong performance of Europe, and particularly European financials, during the review period seemed to us the latest validation of Sir John Templeton’s words.3 As the European sovereign debt crisis escalated during 2010 and 2011, investor sentiment turned largely pessimistic, with many investors anticipating the breakup of the European Monetary Union. Reflective of the negative investor sentiment for Europe, the forward price-to-earnings ratio of the EuroStoxx 50 Index, an index of European blue chips with diverse global revenue streams, fell in 2011 to the same level as its estimated dividend yield. As recently as 2012, the entire market capitalization of the eurozone banking system was worth less than one U.S. stock, Apple. At the market bottom, European banks were trading at a 60% to 70% discount to their tangible book values, a level that major global financial institutions had not reached since U.S. banks did during the Great Depression. We believed this was a classic Templeton opportunity. However, investment decisions can be very difficult in a challenging environment. As Sir John Templeton pointed out, “It is not easy to act contrary to popular opinion.” As disciplined investors, we tried to ignore the crowd and adhere to our time-tested process. Our decision to substantially increase exposure to Europe and the banking sector during this tumultuous period served our clients well, and record inflows into European stocks during the review period further accelerated regional gains.

The Fund’s financial sector holdings performed strongly during the period, with key contributions from France’s Credit Agricole and Italy’s UniCredit. Credit Agricole’s share price rose to a three-year high after robust consumer banking results and a tax rebate helped the company earn a fourth-quarter profit following two years of losses exacerbated by high exposure to Greece. We remained encouraged by operational gains in the firm’s core retail business and strategic gains in capital levels and cost controls. Similarly, UniCredit made what we viewed as impressive progress improving capital, liquidity and costs, although concerns about economic weakness in its domestic market have kept shares attractively valued to us. Our analysis did not suggest that European banks were soon likely to return to the book value multiples enjoyed before the European sovereign debt crisis. However, we believe these companies remain undervalued relative to their global peers and could continue to improve profitability and capital ratios as economic conditions normalize.

The cyclical European industrials sector also experienced significant pressure in recent years. European airlines were hit particularly hard.4 Financials sector cutbacks and private sector belt-tightening led to a steep reduction in air traffic volume, and internal labor demands and competition from low-cost carriers further pressured profit margins. In 2009 and 2011, European airlines fell to record-low price-to-book levels that averaged a 50% discount to book value. Although the airline industry has always been a challenging

6 | Semiannual Report


 

business in our view, it was not one that we believed could disappear. Our analysis indicated that the industry required significant restructuring and that it would need to shed a great deal of capacity but that there would be winners and losers. We decided to focus on the companies that we believed could be the long-term survivors of this industry shake-up. With what we viewed as decent balance sheets, attractive industry positions and significant restructuring potential, German airline Deutsche Lufthansa and U.K.-based airline International Consolidated Airlines Group (IAG) seemed to us poised to weather the turmoil. Our investments in these companies at distressed levels were rewarded, with these stocks among the Fund’s top contributors during the review period. Although we reduced our position in IAG to realize gains after the stock more than tripled in value over the past 18 months, we saw further upside potential in Deutsche Lufthansa, which continued to trade at a discount to mid-cycle valuations and was beginning to benefit from a comprehensive restructuring program.

Health care was another sector where we viewed investor uncertainty as an opportunity to buy companies at substantial discounts to our projections of their long-term worth.5 We began increasing exposure to the sector about a decade ago. At the time, investor sentiment was hampered by fears that impending patent expirations, compounded by declining research and development productivity and rising generic competition, could depress the profitability of major pharmaceuticals manufacturers. Based on our analysis, top-tier pharmaceuticals and biotechnology companies were being valued at levels that assigned no credit for future drug development or earnings recovery. Although many investors saw an industry in decline, our analysis identified what we believed were cheap stocks with underappreciated recovery potential. Rising health care spending in the developing world represented a long-term growth catalyst, and we also identified potential for cost cutting and consolidation in a capital intensive industry. These investments took time to reward us, but with the patent cliff past and margin recovery ongoing, returns for the Fund’s overweighting in health care provided positive momentum during the period. U.S. specialty pharmaceuticals manufacturer Forest Laboratories was one of the sector’s top performers and a key beneficiary of industry tailwinds. The stock’s share price surged during the period after the firm agreed to be acquired by a larger rival.

To us, investing in the health care sector over the past decade shared some similarities with our current investments in the energy sector.6 Much like pharmaceuticals companies at the turn of the century, major oil companies recently needed to spend more capital just to maintain productivity levels. Concerns about returns on invested capital as companies drill in increasingly remote and challenging places have kept sector valuations inexpensive to us. Yet, as was the case with the big drug companies, we believed certain major oil companies

Semiannual Report | 7


 

could ultimately benefit from their heavy capital expenditures as innovation accelerates and major new projects begin producing. As we wait for this to occur, the industry has provided a roughly 3% average dividend yield. We also found attractive opportunities in the oil services industry, which directly benefits from increasing demand for technology and specialization in the oil extraction process. The growing number of complicated deep-water oil fields and technology intensive shale assets helped support leading oilfield services firms like Baker Hughes, which was one of the sector’s top contributors. However, the Fund’s overweighting in energy detracted from relative performance despite providing absolute gains. The Fund’s sector performance was pressured primarily by Brazilian oil giant Petroleo Brasileiro (Petrobras).7 Petrobras shares retreated after the Brazilian government failed to clarify a policy for phasing out a domestic fuel subsidy that has hurt earnings and increased debt at the state-controlled company. We viewed the price subsidy as a temporary headwind and believed that Petrobras could be nearing an inflection point in which the value of its significant exploration and production assets could finally be unlocked.

Information technology (IT) was the only other notable sector detractor from relative performance, mainly because of stock selection.8 Relative weakness was primarily attributable to losses at U.S. networking equipment firm Cisco Systems, which reported its first sales decline in four years. The stock price was relatively close to the same level as when we initiated our position in 2008 and continued to look cheap to us based on many valuation metrics. From our perspective, management has made solid progress implementing a sensible restructuring plan in recent years. However, industry headwinds and new risks surfaced, including low-cost competition from emerging markets, weak corporate networking spending and a lower-than-expected correlation between Internet traffic growth and demand growth for Cisco’s routers. Overall, recent IT gains have made bargain hunting in the sector somewhat challenging for us, although we continued to search for companies whose long-term growth prospects seem to us materially undervalued.

We found few bargains in the materials sector in recent years, where a legacy of poor capital discipline in the mining industry resulted in overcapacity that continued to pressure profitability.9 Buoyed by stock selection in the chemicals industry, the Fund’s materials sector holdings outperformed during the period. In metals and mining, where the Fund has long maintained an industry underweighting, declining sentiment and emerging market volatility seemed to us to create potential opportunities for value investors, and we closely monitored the industry for new bargains. Consumer staples stocks have offered a scarcity of bargains in recent years based on our analysis, and we believed conditions remained unfavorable for wider value creation.10 Unlike other sectors, consumer staples has a perceived combination of non-discretionary products and

8 | Semiannual Report


 

Top 10 Equity Holdings    
2/28/14    
 
Company % of Total  
Sector/Industry, Country Net Assets  
Roche Holding AG 1.9 %
Pharmaceuticals, Switzerland    
BNP Paribas SA 1.9 %
Banks, France    
Deutsche Lufthansa AG 1.9 %
Airlines, Germany    
Microsoft Corp. 1.9 %
Software, U.S.    
Total SA, B 1.9 %
Oil, Gas & Consumable Fuels, France  
Samsung Electronics Co. Ltd. 1.8 %
Semiconductors & Semiconductor    
Equipment, South Korea    
Baker Hughes Inc. 1.8 %
Energy Equipment & Services, U.S.    
Pfizer Inc. 1.8 %
Pharmaceuticals, U.S.    
CRH PLC 1.7 %
Construction Materials, Ireland    
Credit Agricole SA 1.6 %
Banks, France    

 

high emerging markets exposure with a defensive growth profile for which some investors were willing to pay a premium.

Regionally, the Fund’s European holdings outperformed owing to a large regional overweighting and stock selection. Specifically, stock selection in the U.K. and the Netherlands and an overweighting and stock selection in France bolstered relative performance. Stock selection in the U.S. and an underweighted allocation to Japan also contributed to relative performance. Although the Fund’s regional allocations benefited performance overall, exposure to off-benchmark countries South Korea, Brazil and China, along with an overweighting in Singapore, weighed on relative results.

It is important to recognize the effect of currency movements on the Fund’s performance. In general, if the value of the U.S. dollar goes up compared with a foreign currency, an investment traded in that foreign currency will go down in value because it will be worth fewer U.S. dollars. This can have a negative effect on Fund performance. Conversely, when the U.S. dollar weakens in relation to a foreign currency, an investment traded in that foreign currency will increase in value, which can contribute to Fund performance. For the six months ended February 28, 2014, the U.S. dollar declined in value relative to most currencies. As a result, the Fund’s performance was positively affected by the portfolio’s substantial investment in securities with non-U.S. currency exposure. However, one cannot expect the same result in future periods.

Market momentum remained positive in early 2014, although concerns persisted about emerging market volatility and the sustainability of the global economic recovery. Following a strong recovery from the post-financial crisis trough and accompanying rising valuations, some value-minded investors have expressed concerns about the sustainability of the ongoing market rally. We do not know where the market is going. However, as investors with a long-term perspective, we note that on a trailing 10-year basis, recent annualized global equity returns of slightly above 6% remained meaningfully below the nearly 9% average annualized 10-year returns for the asset class going back to 1835.11 Long-term stock returns have historically reverted to the average, so although we do not know what will happen in the near term, we believe potential remains for continued stock strength over our long-term investment horizon. Furthermore, while some parts of the market seemed to grow more expensive, other parts of the market remained decidedly cheap, in our assessment. Europe continued to trade at multi-decade lows relative to the U.S. based on cyclically adjusted earnings multiples, and depressed profit margins in the region could improve if companies with high operating leverage benefit from Europe’s economic recovery. Emerging markets have offered what appeared to us as a number of selective opportunities for long-term bargain hunters amid recent turmoil. With economic and policy conditions diverging

Semiannual Report | 9


 

around the world and correlations between markets and asset classes declining, we believe bottom-up stock pickers with a proven process, like Templeton, remained well positioned to help investors navigate an uncertain future.

Thank you for your continued participation in Templeton Growth Fund.

We look forward to serving your future investment needs.


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.

10 | Semiannual Report


 

Heather Arnold assumed portfolio manager responsibilities for the Fund in January 2014.
Ms. Arnold is the director of research for the Templeton Global Equity Group, as well as a
portfolio manager and research analyst. Ms. Arnold manages institutional and retail equity
portfolios and has research responsibilities for Japan and Russia. Prior to joining Franklin
Templeton in 1997, she was a managing director for Goldman Sachs Asset Management,
head of European equities and portfolio manager for European, international and global insti-
tutional and retail client portfolios. In 2001, Ms. Arnold left to start her own company and
returned to Franklin Templeton in 2008.

 

The index is unmanaged and includes reinvested dividends. One cannot invest directly in an index, and an index is not
representative of the Fund’s 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. As of 2/28/14, the Fund’s Class A 10-year average annual total return not including the maximum
sales charge was +6.15%, compared with the MSCI World Index’s 10-year average annual total return of +7.33%.
2. Source: MSCI. MSCI makes no express or implied warranties or representations and shall have no liability whatsoever
with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for
other indices or any securities or financial products. This report is not approved, reviewed or produced by MSCI.
3. The financials sector comprises banks, capital markets, diversified financial services and insurance in the SOI.
4. The industrials sector comprises aerospace and defense, air freight and logistics, construction and engineering,
electrical equipment, industrial conglomerates and machinery in the SOI.
5. The health care sector comprises biotechnology, health care equipment and supplies, life sciences tools and
services, and pharmaceuticals in the SOI.
6. The energy sector comprises energy equipment and services; and oil, gas and consumable fuels in the SOI.
7. Not part of the index.
8. The information technology sector comprises communications equipment; electronic equipment, instruments
and components; semiconductors and semiconductor equipment; software; and technology hardware, storage and
peripherals in the SOI.
9. The materials sector comprises chemicals, construction materials, and metals and mining in the SOI.
10. The consumer staples sector comprises food and staples retailing in the SOI.
11. Source: Stifel Equity Strategist Barry B. Bannister, In the Spring There Will be Growth, presentation on March 1,
2010. Data as of 12/31/13.

Semiannual Report | 11


 

Performance Summary as of 2/28/14

Your dividend income will vary depending on dividends or interest paid by securities in the Fund’s portfolio, adjusted for operating expenses of each class. Capital gain distributions are net profits realized from the sale of portfolio securities. 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. Total return reflects reinvestment of the Fund’s dividends and capital gain distributions, if any, and any unrealized gains or losses.

Price and Distribution Information            
 
Class A (Symbol: TEPLX)       Change   2/28/14   8/31/13
Net Asset Value (NAV)     +$ 3.45 $ 25.58 $ 22.13
Distributions (9/1/13–2/28/14)                
Dividend Income $ 0.3050            
Class C (Symbol: TEGTX)       Change   2/28/14   8/31/13
Net Asset Value (NAV)     +$ 3.43 $ 24.96 $ 21.53
Distributions (9/1/13–2/28/14)                
Dividend Income $ 0.1384            
Class R (Symbol: TEGRX)       Change   2/28/14   8/31/13
Net Asset Value (NAV)     +$ 3.44 $ 25.35 $ 21.91
Distributions (9/1/13–2/28/14)                
Dividend Income $ 0.2456            
Class R6 (Symbol: FTGFX)       Change   2/28/14   8/31/13
Net Asset Value (NAV)     +$ 3.41 $ 25.57 $ 22.16
Distributions (9/1/13–2/28/14)                
Dividend Income $ 0.3872            
Advisor Class (Symbol: TGADX)       Change   2/28/14   8/31/13
Net Asset Value (NAV)     +$ 3.47 $ 25.62 $ 22.15
Distributions (9/1/13–2/28/14)                
Dividend Income $ 0.3206            

 

12 | Semiannual Report


 

Performance Summary (continued)

Performance

Cumulative total return excludes sales charges. Aggregate and average annual total returns and value of $10,000 invest-ment include maximum sales charges. Class A: 5.75% maximum initial sales charge; Class C: 1% contingent deferred sales charge in first year only; Class R/R6/Advisor Class: no sales charges.

Class A   6-Month     1-Year     5-Year     10-Year  
Cumulative Total Return1 + 17.07 % + 27.62 % + 164.72 % + 81.56 %
Average Annual Total Return2 + 10.34 % + 20.27 % + 20.07 % + 5.52 %
Value of $10,000 Investment3 $ 11,034   $ 12,027   $ 24,954   $ 17,112  
Avg. Ann. Total Return (3/31/14)4       + 19.35 % + 18.32 % + 5.73 %
Total Annual Operating Expenses5         1.07 %            
Class C   6-Month     1-Year     5-Year     10-Year  
Cumulative Total Return1 + 16.57 % + 26.63 % + 154.91 % + 68.39 %
Average Annual Total Return2 + 15.57 % + 25.63 % + 20.58 % + 5.35 %
Value of $10,000 Investment3 $ 11,557   $ 12,563   $ 25,491   $ 16,839  
Avg. Ann. Total Return (3/31/14)4       + 24.62 % + 18.84 % + 5.56 %
Total Annual Operating Expenses5         1.82 %            
Class R   6-Month     1-Year     5-Year     10-Year  
Cumulative Total Return1 + 16.90 % + 27.30 % + 161.42 % + 77.09 %
Average Annual Total Return2 + 16.90 % + 27.30 % + 21.19 % + 5.88 %
Value of $10,000 Investment3 $ 11,690   $ 12,730   $ 26,142   $ 17,709  
Avg. Ann. Total Return (3/31/14)4       + 26.23 % + 19.42 % + 6.09 %
Total Annual Operating Expenses5         1.32 %            
Class R6   6-Month                 Inception (5/1/13)  
Cumulative Total Return1 + 17.26 %             + 21.77 %
Aggregate Total Return6 + 17.26 %             + 21.77 %
Value of $10,000 Investment3 $ 11,726               $ 12,177  
Aggregate Total Return (3/31/14)4, 6                   + 22.34 %
Total Annual Operating Expenses5         0.71 %            
Advisor Class   6-Month     1-Year     5-Year     10-Year  
Cumulative Total Return1 + 17.22 % + 27.96 % + 167.93 % + 86.09 %
Average Annual Total Return2 + 17.22 % + 27.96 % + 21.79 % + 6.41 %
Value of $10,000 Investment3 $ 11,722   $ 12,796   $ 26,793   $ 18,609  
Avg. Ann. Total Return (3/31/14)4       + 26.94 % + 20.02 % + 6.62 %
Total Annual Operating Expenses5         0.82 %            

 

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. For most recent month-end performance, go to franklintempleton.com or call (800) 342-5236.

Semiannual Report | 13


 

Performance Summary (continued)

All investments involve risks, including possible loss of principal. Special risks are associated with foreign investing, including currency fluctuations, economic instability and political developments; investments in emerging markets involve heightened risks related to the same factors. To the extent the Fund focuses on particular countries, regions, industries, sectors or types of investment from time to time, it may be subject to greater risks of adverse developments in such areas of focus than a fund that invests in a wider variety of countries, regions, industries, sectors or investments. The Fund is actively managed but there is no guarantee that the manager’s investment decisions will produce the desired results. The Fund’s prospectus also includes a description of the main investment risks.

Class C: These shares have higher annual fees and expenses than Class A shares.

Class R: Shares are available to certain eligible investors as described in the prospectus. These shares have higher annual fees and
expenses than Class A shares.

Class R6: Shares are available to certain eligible investors as described in the prospectus.

Advisor Class: Shares are available to certain eligible investors as described in the prospectus.

1. Cumulative total return represents the change in value of an investment over the periods indicated.
2. Average annual total return represents the average annual change in value of an investment over the periods indicated. Six-month return has not
been annualized.
3. These figures represent the value of a hypothetical $10,000 investment in the Fund over the periods indicated.
4. In accordance with SEC rules, we provide standardized average annual total return information through the latest calendar quarter.
5. Figures are as stated in the Fund’s current prospectus. In periods of market volatility, assets may decline significantly, causing total annual Fund
operating expenses to become higher than the figures shown.
6. Aggregate total return represents the change in value of an investment for the period indicated. Since Class R6 shares have existed for less than
one year, average annual total return is not available.

14 | Semiannual Report


 

Your Fund’s Expenses

As a Fund shareholder, you can incur two types of costs:

  • Transaction costs, including sales charges (loads) on Fund purchases; and
  • Ongoing Fund costs, including management fees, distribution and service (12b-1) fees, and other Fund expenses. All mutual funds have ongoing costs, sometimes referred to as operating expenses.

The following table shows ongoing costs of investing in the Fund and can help you understand these costs and compare them with those of other mutual funds. The table assumes a $1,000 investment held for the six months indicated.

Actual Fund Expenses

The first line (Actual) for each share class listed in the table provides actual account values and expenses. The “Ending Account Value” is derived from the Fund’s actual return, which includes the effect of Fund expenses.

You can estimate the expenses you paid during the period by following these steps. Of course, your account value and expenses will differ from those in this illustration:

1.      Divide your account value by $1,000.
  If an account had an $8,600 value, then $8,600 ÷ $1,000 = 8.6.
2.      Multiply the result by the number under the heading “Expenses Paid During Period.”
  If Expenses Paid During Period were $7.50, then 8.6 x $7.50 = $64.50.

In this illustration, the estimated expenses paid this period are $64.50.

Hypothetical Example for Comparison with Other Funds

Information in the second line (Hypothetical) for each class in the table can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical “Ending Account Value” is based on the actual expense ratio for each class and an assumed 5% annual rate of return before expenses, which does not represent the Fund’s actual return. The figure under the heading “Expenses Paid During Period” shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds.

Semiannual Report | 15


 

Your Fund’s Expenses (continued)

Please note that expenses shown in the table are meant to highlight ongoing costs and do not reflect any transaction costs, such as sales charges. Therefore, the second line for each class is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses.

    Beginning Account   Ending Account   Expenses Paid During
Class A   Value 9/1/13   Value 2/28/14   Period* 9/1/13–2/28/14
Actual $ 1,000 $ 1,170.70 $ 5.65
Hypothetical (5% return before expenses) $ 1,000 $ 1,019.59 $ 5.26
Class C            
Actual $ 1,000 $ 1,165.70 $ 9.67
Hypothetical (5% return before expenses) $ 1,000 $ 1,015.87 $ 9.00
Class R            
Actual $ 1,000 $ 1,169.00 $ 6.99
Hypothetical (5% return before expenses) $ 1,000 $ 1,018.35 $ 6.51
Class R6            
Actual $ 1,000 $ 1,172.60 $ 3.72
Hypothetical (5% return before expenses) $ 1,000 $ 1,021.37 $ 3.46
Advisor Class            
Actual $ 1,000 $ 1,172.20 $ 4.31
Hypothetical (5% return before expenses) $ 1,000 $ 1,020.83 $ 4.01

 

*Expenses are calculated using the most recent six-month expense ratio, annualized for each class (A: 1.05%; C: 1.80%; R: 1.30%; R6: 0.69%; and Advisor: 0.80%), multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period.

16 | Semiannual Report


 

Templeton Growth Fund, Inc.

Financial Highlights

    Six Months Ended                          
    February 28, 2014           Year Ended August 31,        
Class A   (unaudited)     2013     2012     2011     2010     2009  
Per share operating performance                                    
(for a share outstanding throughout                                    
the period)                                    
Net asset value, beginning of period $ 22.13   $ 18.04   $ 17.05   $ 15.28   $ 15.55   $ 19.82  
Income from investment operationsa:                                    
Net investment incomeb   0.22 c   0.30     0.35     0.31     0.24     0.27  
Net realized and unrealized gains                                    
(losses)   3.54     4.15     1.01     1.74     (0.25 )   (4.00 )
Total from investment operations   3.76     4.45     1.36     2.05     (0.01 )   (3.73 )
Less distributions from net investment                                    
income   (0.31 )   (0.36 )   (0.37 )   (0.28 )   (0.26 )   (0.54 )
Net asset value, end of period $ 25.58   $ 22.13   $ 18.04   $ 17.05   $ 15.28   $ 15.55  
 
Total returnd   17.07 %   25.00 %   8.17 %   13.38 %   (0.21 )%   (18.20 )%
 
Ratios to average net assetse                                    
Expenses   1.05 %   1.07 %f   1.11 %f   1.08 %f   1.10 %f,g   1.12 %f,g
Net investment income   1.34 %c   1.47 %   2.03 %   1.71 %   1.50 %   2.01 %
 
Supplemental data                                    
Net assets, end of period (000’s) $ 14,779,932   $ 12,970,707   $ 11,582,174   $ 11,865,049   $ 11,954,334   $ 13,259,166  
Portfolio turnover rate   7.40 %   12.46 %   13.47 %   21.60 %h   9.21 %   10.80 %h

 

aThe amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of
the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund.
bBased on average daily shares outstanding.
cNet investment income per share includes approximately $0.12 per share received in the form of a special dividend paid in connection with certain Fund’s holdings. Excluding this
amount, the ratio of net investment income to average net assets would have been 0.85%.
dTotal return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year.
eRatios are annualized for periods less than one year.
fBenefit of expense reduction rounds to less than 0.01%.
gBenefit of waiver and payment by affiliate rounds to less than 0.01%.
hExcludes the value of portfolio securities delivered as a result of redemptions in-kind.

Semiannual Report | The accompanying notes are an integral part of these financial statements. | 17


 

Templeton Growth Fund, Inc.                    
 
Financial Highlights (continued)                                    
 
    Six Months Ended                          
    February 28, 2014     Year Ended August 31,        
Class C   (unaudited)     2013     2012     2011     2010     2009  
Per share operating performance                                    
(for a share outstanding throughout the period)                                    
Net asset value, beginning of period $ 21.53   $ 17.56   $ 16.58   $ 14.87   $ 15.14   $ 19.20  
Income from investment operationsa:                                    
Net investment incomeb   0.13 c   0.14     0.21     0.17     0.12     0.17  
Net realized and unrealized gains (losses)   3.44     4.05     0.99     1.69     (0.25 )   (3.86 )
Total from investment operations   3.57     4.19     1.20     1.86     (0.13 )   (3.69 )
Less distributions from net investment                                    
income   (0.14 )   (0.22 )   (0.22 )   (0.15 )   (0.14 )   (0.37 )
Net asset value, end of period $ 24.96   $ 21.53   $ 17.56   $ 16.58   $ 14.87   $ 15.14  
 
Total returnd   16.57 %   24.07 %   7.39 %   12.47 %   (0.91 )%   (18.76 )%
 
Ratios to average net assetse                                    
Expenses   1.80 %   1.82 %f   1.86 %f   1.83 %f   1.85 %f,g   1.86 %f,g
Net investment income   0.59 %c   0.72 %   1.28 %   0.96 %   0.75 %   1.27 %
 
Supplemental data                                    
Net assets, end of period (000’s) $ 912,300   $ 800,312   $ 722,614   $ 810,279   $ 888,857   $ 1,083,587  
Portfolio turnover rate   7.40 %   12.46 %   13.47 %   21.60 %h   9.21 %   10.80 %h

 

aThe amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of
the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund.
bBased on average daily shares outstanding.
cNet investment income per share includes approximately $0.12 per share received in the form of a special dividend paid in connection with certain Fund’s holdings. Excluding this
amount, the ratio of net investment income to average net assets would have been 0.10%.
dTotal return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year.
eRatios are annualized for periods less than one year.
fBenefit of expense reduction rounds to less than 0.01%.
gBenefit of waiver and payment by affiliate rounds to less than 0.01%.
hExcludes the value of portfolio securities delivered as a result of redemptions in-kind.

18 | The accompanying notes are an integral part of these financial statements. | Semiannual Report


 

Templeton Growth Fund, Inc.                          
 
Financial Highlights (continued)                                    
 
          Six Months Ended                          
           February 28, 2014     Year Ended August 31,        
Class R              (unaudited)     2013     2012     2011     2010     2009  
Per share operating performance                                    
(for a share outstanding throughout the period)                                    
Net asset value, beginning of period $ 21.91   $ 17.86   $ 16.88   $ 15.13   $ 15.40   $ 19.60  
Income from investment operationsa:                                    
Net investment incomeb   0.19 c   0.25     0.30     0.26     0.20     0.23  
Net realized and unrealized gains (losses)   3.50     4.12     1.00     1.73     (0.25 )   (3.94 )
Total from investment operations   3.69     4.37     1.30     1.99     (0.05 )   (3.71 )
Less distributions from net investment income   (0.25 )   (0.32 )   (0.32 )   (0.24 )   (0.22 )   (0.49 )
Net asset value, end of period $ 25.35   $ 21.91   $ 17.86   $ 16.88   $ 15.13   $ 15.40  
 
Total returnd   16.90 %   24.72 %   7.87 %   13.08 %   (0.44 )%   (18.36 )%
 
Ratios to average net assetse                                    
Expenses   1.30 %   1.32 %f   1.36 %f   1.33 %f   1.35 %f,g   1.37 %f,g
Net investment income   1.09 %c   1.22 %   1.78 %   1.46 %   1.25 %   1.76 %
 
Supplemental data                                    
Net assets, end of period (000’s) $ 161,900   $ 146,530   $ 136,909   $ 150,841   $ 163,865   $ 187,423  
Portfolio turnover rate   7.40 %   12.46 %   13.47 %   21.60 %h   9.21 %   10.80 %h

 

aThe amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of
the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund.
bBased on average daily shares outstanding.
cNet investment income per share includes approximately $0.12 per share received in the form of a special dividend paid in connection with certain Fund’s holdings. Excluding this
amount, the ratio of net investment income to average net assets would have been 0.60%.
dTotal return is not annualized for periods less than one year.
eRatios are annualized for periods less than one year.
fBenefit of expense reduction rounds to less than 0.01%.
gBenefit of waiver and payment by affiliate rounds to less than 0.01%.
hExcludes the value of portfolio securities delivered as a result of redemptions in-kind.

Semiannual Report | The accompanying notes are an integral part of these financial statements. | 19


 

Templeton Growth Fund, Inc.              
 
Financial Highlights (continued)              
 
               Six Months Ended   Period Ended  
                   February 28, 2014   August 31,  
Class R6                             (unaudited)   2013 a
Per share operating performance              
(for a share outstanding throughout the period)              
Net asset value, beginning of period $ 22.16     $ 21.34  
Income from investment operationsb:              
Net investment incomec                                      0.27d   0.17  
 Net realized and unrealized gains (losses)   3.53       0.65  
Total from investment operations   3.80       0.82  
Less distributions from net investment income                                     (0.39)    
Net asset value, end of period $ 25.57     $ 22.16  
 
Total returne   17.26 %     3.84 %
Ratios to average net assetsf              
Expenses   0.69 %     0.71 %g
Net investment income                                      1.70%d   1.83 %
 
Supplemental data              
Net assets, end of period (000’s) $ 2,344,257   $ 2,042,413  
Portfolio turnover rate   7.40 %     12.46 %

aFor the period May 1, 2013 (effective date) to August 31, 2013.

 bThe amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund.

 cBased on average daily shares outstanding.

dNet investment income per share includes approximately $0.12 per share received in the form of a special dividend paid in connection with certain Fund’s holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 1.21%.

 eTotal return is not annualized for periods less than one year.

 fRatios are annualized for periods less than one year.

gBenefit of expense reduction rounds to less than 0.01%.

20 | The accompanying notes are an integral part of these financial statements. | Semiannual Report


 

Templeton Growth Fund, Inc.                    
 
Financial Highlights (continued)                                    
 
          Six Months Ended                                
            February 28, 2014     Year Ended August 31,        
Advisor Class   (unaudited)     2013     2012     2011     2010     2009  
Per share operating performance                                    
(for a share outstanding throughout the period)                                    
Net asset value, beginning of period $ 22.15   $ 18.06   $ 17.07   $ 15.30   $ 15.56   $ 19.87  
Income from investment operationsa:                                    
Net investment incomeb   0.25 c   0.31     0.38     0.35     0.28     0.31  
Net realized and unrealized gains (losses)   3.54     4.19     1.02     1.75     (0.25 )   (4.03 )
Total from investment operations   3.79     4.50     1.40     2.10     0.03     (3.72 )
Less distributions from net investment                                    
income   (0.32 )   (0.41 )   (0.41 )   (0.33 )   (0.29 )   (0.59 )
Net asset value, end of period $ 25.62   $ 22.15   $ 18.06   $ 17.07   $ 15.30   $ 15.56  
 
Total returnd   17.22 %   25.28 %   8.47 %   13.65 %   0.07 %   (18.01 )%
 
Ratios to average net assetse                                    
Expenses   0.80 %   0.82 %f   0.86 %f   0.83 %f   0.85 %f,g   0.87 %f,g
Net investment income   1.59 %c   1.72 %   2.28 %   1.96 %   1.75 %   2.26 %
 
Supplemental data                                    
Net assets, end of period (000’s) $ 401,698   $ 425,222   $ 2,355,806   $ 2,589,977   $ 2,851,417   $ 3,314,678  
Portfolio turnover rate   7.40 %   12.46 %   13.47 %   21.60 %h   9.21 %   10.80 %h

 

aThe amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of
the Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund.
bBased on average daily shares outstanding.
cNet investment income per share includes approximately $0.12 per share received in the form of a special dividend paid in connection with certain Fund’s holdings. Excluding this
amount, the ratio of net investment income to average net assets would have been 1.10%.
dTotal return is not annualized for periods less than one year.
eRatios are annualized for periods less than one year.
fBenefit of expense reduction rounds to less than 0.01%.
gBenefit of waiver and payment by affiliate rounds to less than 0.01%.
hExcludes the value of portfolio securities delivered as a result of redemptions in-kind.

Semiannual Report | The accompanying notes are an integral part of these financial statements. | 21


 

Templeton Growth Fund, Inc.

Statement of Investments, February 28, 2014 (unaudited)

  Industry Shares   Value
Common Stocks 95.7%        
Canada 1.5%        
Talisman Energy Inc. Oil, Gas & Consumable Fuels 26,368,000 $ 271,613,987
China 1.5%        
China Mobile Ltd. Wireless Telecommunication Services 4,859,500   46,181,656
China Shenhua Energy Co. Ltd., H Oil, Gas & Consumable Fuels 45,284,500   123,125,477
aChina Telecom Corp. Ltd., ADR Diversified Telecommunication Services 735,230   31,798,698
aDongfang Electric Corp. Ltd., H Electrical Equipment 16,395,140   26,197,069
Kunlun Energy Co. Ltd. Oil, Gas & Consumable Fuels 27,394,700   48,785,469
        276,088,369
Denmark 0.6%        
FLSmidth & Co. AS Construction & Engineering 2,095,190   110,163,030
France 11.2%        
Alstom SA Electrical Equipment 4,975,272   134,262,189
AXA SA Insurance 8,817,061   230,453,281
BNP Paribas SA Banks 4,381,920   359,557,560
Cie Generale des Etablissements        
Michelin, B Auto Components 2,026,169   247,651,741
bCredit Agricole SA Banks 18,303,580   290,982,986
Orange SA Diversified Telecommunication Services 4,311,032   53,953,513
Sanofi Pharmaceuticals 2,691,517   279,797,719
Total SA, B Oil, Gas & Consumable Fuels 5,313,654   344,863,575
Vivendi SA Diversified Telecommunication Services 5,281,272   150,974,134
        2,092,496,698
Germany 6.0%        
bCommerzbank AG Banks 7,309,770   132,549,518
bDeutsche Lufthansa AG Airlines 13,821,291   358,388,831
Merck KGaA Pharmaceuticals 993,692   174,154,455
Metro AG Food & Staples Retailing 1,283,070   53,198,775
Muenchener Rueckversicherungs-        
Gesellschaft AG Insurance 706,419   154,661,253
bOsram Licht AG Electrical Equipment 159,666   10,852,801
SAP AG Software 193,410   15,619,327
Siemens AG Industrial Conglomerates 1,596,669   213,201,290
        1,112,626,250
Hong Kong 0.1%        
Noble Group Ltd. Trading Companies & Distributors 13,595,600   11,047,229
India 0.5%        
ICICI Bank Ltd., ADR Banks 2,490,800   88,871,744
Ireland 1.7%        
CRH PLC Construction Materials 10,952,328   324,199,853
Israel 1.2%        
Teva Pharmaceutical        
Industries Ltd., ADR Pharmaceuticals 4,417,938   220,410,927
Italy 3.3%        
Eni SpA Oil, Gas & Consumable Fuels 6,671,477   160,932,033

 

22 | Semiannual Report


 

Templeton Growth Fund, Inc.

Statement of Investments, February 28, 2014 (unaudited) (continued)

  Industry Shares   Value
Common Stocks (continued)        
Italy (continued)        
Intesa Sanpaolo SpA Banks 60,609,368 $ 187,857,519
UniCredit SpA Banks 32,386,543   257,657,613
        606,447,165
Japan 2.9%        
Konica Minolta Inc. Technology Hardware, Storage & Peripherals 11,948,500   121,245,585
bMazda Motor Corp. Automobiles 19,579,000   94,048,438
Nissan Motor Co. Ltd. Automobiles 20,118,600   180,039,731
Toyota Motor Corp. Automobiles 2,602,310   149,262,162
        544,595,916
Netherlands 4.7%        
Akzo Nobel NV Chemicals 2,972,140   246,134,201
Fugro NV, IDR Energy Equipment & Services 2,374,201   137,969,090
bING Groep NV, IDR Diversified Financial Services 13,344,341   194,648,559
Koninklijke Philips NV Industrial Conglomerates 3,402,481   119,075,944
Randstad Holding NV Professional Services 1,341,726   84,515,453
TNT Express NV Air Freight & Logistics 5,259,338   51,204,388
cTNT Express NV, 144A Air Freight & Logistics 3,811,200   37,105,461
        870,653,096
Portugal 1.2%        
Galp Energia SGPS SA, B Oil, Gas & Consumable Fuels 12,900,340   216,834,069
Russia 0.8%        
dLUKOIL Holdings, ADR (London Stock        
Exchange) Oil, Gas & Consumable Fuels 719,806   39,592,929
Mining and Metallurgical Co. Norilsk        
Nickel OJSC, ADR Metals & Mining 5,200,697   88,294,833
Mobile TeleSystems, ADR Wireless Telecommunication Services 1,318,700   22,708,014
        150,595,776
Singapore 2.3%        
DBS Group Holdings Ltd. Banks 8,010,734   104,399,910
bFlextronics International Ltd. Electronic Equipment, Instruments & Components 11,802,010   105,627,989
Singapore Telecommunications Ltd. Diversified Telecommunication Services 74,861,000   212,606,185
        422,634,084
South Korea 3.7%        
KB Financial Group Inc. Banks 4,960,243   185,658,386
POSCO Metals & Mining 575,778   153,395,326
Samsung Electronics Co. Ltd. Semiconductors & Semiconductor Equipment 268,928   340,319,389
        679,373,101
Spain 0.9%        
Telefonica SA Diversified Telecommunication Services 11,196,859   171,667,998
Sweden 1.7%        
Ericsson, B Communications Equipment 13,222,750   171,383,867
Getinge AB, B Health Care Equipment & Supplies 4,094,070   147,379,879
        318,763,746

 

Semiannual Report | 23


 

Templeton Growth Fund, Inc.

Statement of Investments, February 28, 2014 (unaudited) (continued)

  Industry Shares   Value
Common Stocks (continued)        
Switzerland 5.0%        
Credit Suisse Group AG Capital Markets 8,543,380 $ 269,044,595
Lonza Group AG Life Sciences Tools & Services 514,520   54,400,137
Roche Holding AG Pharmaceuticals 1,174,578   362,415,267
Swiss Re AG Insurance 2,652,800   247,908,322
        933,768,321
Taiwan 0.2%        
Taiwan Semiconductor Manufacturing Co.        
Ltd. Semiconductors & Semiconductor Equipment 11,862,358   42,276,091
Thailand 0.1%        
Bangkok Bank PCL Banks 3,467,500   18,339,791
Turkey 0.9%        
bTurkcell Iletisim Hizmetleri AS, ADR Wireless Telecommunication Services 13,419,790   175,262,457
United Kingdom 12.0%        
Aviva PLC Insurance 34,151,672   270,769,029
BAE Systems PLC Aerospace & Defense 14,860,062   102,220,754
BP PLC Oil, Gas & Consumable Fuels 22,801,450   192,497,000
Carillion PLC Construction & Engineering 4,353,240   27,642,809
GlaxoSmithKline PLC Pharmaceuticals 10,022,334   280,459,192
HSBC Holdings PLC Banks 16,441,340   174,256,509
bInternational Consolidated Airlines Group        
SA Airlines 29,856,796   218,425,732
Kingfisher PLC Specialty Retail 42,803,649   282,332,973
Royal Dutch Shell PLC, B Oil, Gas & Consumable Fuels 5,497,253   214,173,084
Serco Group PLC Commercial Services & Supplies 18,911,100   145,788,428
Tesco PLC Food & Staples Retailing 30,597,529   168,632,630
Vodafone Group PLC Wireless Telecommunication Services 38,800,571   161,737,433
        2,238,935,573
United States 31.7%        
American International Group Inc. Insurance 1,803,580   89,764,177
Amgen Inc. Biotechnology 2,343,210   290,604,904
Baker Hughes Inc. Energy Equipment & Services 5,298,854   335,311,481
bBrocade Communications Systems Inc. Communications Equipment 12,778,360   122,288,905
Chevron Corp. Oil, Gas & Consumable Fuels 1,528,510   176,283,058
Cisco Systems Inc. Communications Equipment 11,340,960   247,232,928
Citigroup Inc. Banks 5,927,580   288,258,215
Comcast Corp., Special A Media 4,099,110   204,525,093
CVS Caremark Corp. Food & Staples Retailing 2,510,650   183,628,941
FedEx Corp. Air Freight & Logistics 870,880   116,114,430
bForest Laboratories Inc. Pharmaceuticals 2,255,560   220,074,989
Halliburton Co. Energy Equipment & Services 3,436,539   195,882,723
Hewlett-Packard Co. Technology Hardware, Storage & Peripherals 8,504,900   254,126,412
JPMorgan Chase & Co. Banks 3,542,510   201,285,418
Medtronic Inc. Health Care Equipment & Supplies 4,272,880   253,210,869
Merck & Co. Inc. Pharmaceuticals 5,009,330   285,481,717
Microsoft Corp. Software 9,269,500   355,114,545
Morgan Stanley Capital Markets 8,460,730   260,590,484

 

24 | Semiannual Report


 

Templeton Growth Fund, Inc.        
 
Statement of Investments, February 28, 2014 (unaudited) (continued)    
 
 
  Industry   Shares   Value
Common Stocks (continued)          
United States (continued)          
b,eNavistar International Corp. Machinery   5,754,190 $ 215,782,125
bNews Corp., A Media   2,728,302   50,009,776
Noble Corp. PLC Energy Equipment & Services   4,906,030   152,332,232
Pfizer Inc. Pharmaceuticals   10,415,680   334,447,485
bSprint Corp. Wireless Telecommunication Services   4,088,454   35,733,088
SunTrust Banks Inc. Banks   4,098,280   154,423,190
Target Corp. Multiline Retail   1,822,100   113,954,134
Time Warner Cable Inc. Media   910,206   127,747,412
Twenty-First Century Fox Inc., A Media   3,400,290   114,045,727
United Parcel Service Inc., B Air Freight & Logistics   2,154,350   206,322,100
Verizon Communications Inc. Diversified Telecommunication Services   1,870,841   88,752,713
The Walt Disney Co. Media   2,778,316   224,515,716
          5,897,844,987
Total Common Stocks          
(Cost $13,333,972,172)         17,795,510,258
Preferred Stocks 1.0%          
Brazil 1.0%          
Petroleo Brasileiro SA, ADR, pfd. Oil, Gas & Consumable Fuels   12,771,269   148,912,997
Vale SA, ADR, pfd., A Metals & Mining   3,546,070   44,290,414
Total Preferred Stocks          
(Cost $293,428,885)         193,203,411
Non-Registered Mutual Funds          
(Cost $84,040,500) 0.5%          
China 0.5%          
b,e,f,gTempleton China Opportunities Fund,          
Ltd., Reg D Diversified Financial Services   8,409,153   90,734,764
Total Investments before Short          
Term Investments          
(Cost $13,711,441,557)         18,079,448,433
 
      Principal Amount*    
Short Term Investments 2.1%          
Time Deposits 2.1%          
Canada 1.0%          
Royal Bank of Canada,          
0.03%, 3/03/14   $ 185,000,000   185,000,000
United States 1.1%          
Scotia Capital Markets,          
0.03%, 3/03/14     200,000,000   200,000,000
Total Time Deposits          
(Cost $385,000,000)         385,000,000
Total Investments before Money          
Market Funds          
(Cost $14,096,441,557)         18,464,448,433

 

Semiannual Report | 25


 

Templeton Growth Fund, Inc.

Statement of Investments, February 28, 2014 (unaudited) (continued)

                 Shares   Value
Short Term Investments (continued)        
hInvestments from Cash Collateral        
Received for Loaned Securities        
(Cost $8,243,031) 0.0%        
Money Market Funds 0.0%        
United States 0.0%        
iBNY Mellon Overnight Government Fund,        
0.032%                    8,243,031 $ 8,243,031
Total Investments        
(Cost $14,104,684,588)        
99.3%     18,472,691,464
Other Assets,        
less Liabilities 0.7%       127,395,885
Net Assets 100.0%     $ 18,600,087,349

 

See Abbreviations on page 41.

*The principal amount is stated in U.S. dollars unless otherwise indicated.
Rounds to less than 0.1% of net assets.
aA portion or all of the security is on loan at February 28, 2014. See Note 1(d).
bNon-income producing.
cSecurity was purchased pursuant to Rule 144A under the Securities Act of 1933 and may be sold in transactions exempt from registration only to qualified institutional buyers or in
a public offering registered under the Securities Act of 1933. This security has been deemed liquid under guidelines approved by the Fund’s Board of Directors. At February 28, 2014,
the aggregate value of this security was $37,105,461, representing 0.2% of net assets.
dAt February 28, 2014, pursuant to the Fund’s policies and the requirements of applicable securities law, the Fund may be restricted from trading this security for a limited or
extended period of time due to ownership limits and/or potential possession of material non-public information.
eSee Note 8 regarding restricted securities.
fSee Note 9 regarding holdings of 5% voting securities.
gSee Note 1(c) regarding investment in Templeton China Opportunities Fund, Ltd.
hSee Note 1(d) regarding securities on loan.
iThe rate shown is the annualized seven-day yield at period end.

26 | The accompanying notes are an integral part of these financial statements. | Semiannual Report


 

Templeton Growth Fund, Inc.      
 
Financial Statements      
 
 
Statement of Assets and Liabilities      
February 28, 2014 (unaudited)      
 
Assets:      
Investments in securities:      
Cost - Unaffiliated issuers $ 13,840,948,908  
Cost - Controlled affiliated issuers (Note 9)   84,040,500  
Cost - Non-controlled affiliated issuers (Note 9)   179,695,180  
Total cost of investments $ 14,104,684,588  
Value - Unaffiliated issuers $ 18,166,174,575  
Value - Controlled affiliated issuers (Note 9)   90,734,764  
Value - Non-controlled affiliated issuers (Note 9)   215,782,125  
Total value of investments (includes securities loaned in the amount of $7,831,236)   18,472,691,464  
Cash   112,917,601  
Receivables:      
Investment securities sold   23,447,086  
Capital shares sold   13,819,177  
Dividends and interest   69,633,630  
Other assets   12,593  
           Total assets   18,692,521,551  
Liabilities:      
Payables:      
Investment securities purchased   47,314,949  
Capital shares redeemed   17,166,967  
Management fees   8,213,588  
Administrative fees   1,083,527  
Distribution fees   3,493,271  
Transfer agent fees   5,332,219  
Payable upon return of securities loaned   8,243,031  
Accrued expenses and other liabilities   1,586,650  
           Total liabilities   92,434,202  
             Net assets, at value $ 18,600,087,349  
Net assets consist of:      
Paid-in capital $ 16,542,011,262  
Undistributed net investment income   111,267,063  
Net unrealized appreciation (depreciation)   4,368,718,721  
Accumulated net realized gain (loss)   (2,421,909,697 )
         Net assets, at value $ 18,600,087,349  

 

Semiannual Report | The accompanying notes are an integral part of these financial statements. | 27


 

Templeton Growth Fund, Inc.

Financial Statements (continued)

Statement of Assets and Liabilities (continued)
February 28, 2014 (unaudited)

Class A:      
Net assets, at value $   14,779,931,958
Shares outstanding     577,875,499
Net asset value per sharea   $ 25.58
Maximum offering price per share (net asset value per share ÷ 94.25%)   $ 27.14
Class C:      
Net assets, at value $   912,299,711
Shares outstanding     36,557,744
Net asset value and maximum offering price per sharea   $ 24.96
Class R:      
Net assets, at value $   161,900,000
Shares outstanding     6,387,566
Net asset value and maximum offering price per share   $ 25.35
Class R6:      
Net assets, at value $   2,344,257,449
Shares outstanding     91,676,134
Net asset value and maximum offering price per share   $ 25.57
Advisor Class:      
Net assets, at value $   401,698,231
Shares outstanding     15,679,868
Net asset value and maximum offering price per share   $ 25.62
 
 
aRedemption price is equal to net asset value less contingent deferred sales charges, if applicable.      

 

28 | The accompanying notes are an integral part of these financial statements. | Semiannual Report


 

Templeton Growth Fund, Inc.      
 
Financial Statements (continued)      
 
 
Statement of Operations      
for the six months ended February 28, 2014 (unaudited)      
 
Investment income:      
Dividends (net of foreign taxes of $8,271,916) $ 256,817,680  
Interest   86,834  
Income from securities loaned   34,381  
Total investment income   256,938,895  
Expenses:      
Management fees (Note 3a)   52,408,390  
Administrative fees (Note 3b)   6,912,276  
Distribution fees: (Note 3c)      
Class A   17,553,136  
Class C   4,321,885  
Class R   390,483  
Transfer agent fees: (Note 3e)      
Class A   7,850,108  
Class C   483,196  
Class R   87,315  
Class R6   34  
Advisor Class   235,358  
Custodian fees (Note 4)   851,610  
Reports to shareholders   416,382  
Registration and filing fees   92,556  
Professional fees   177,418  
Directors’ fees and expenses   124,274  
Other   156,866  
Total expenses   92,061,287  
Net investment income   164,877,608  
Realized and unrealized gains (losses):      
Net realized gain (loss) from:      
Investments:      
Unaffiliated issuers   (185,755,180 )
Non-controlled affiliated issuers (Note 9)   37,073,913  
Foreign currency transactions   1,404,784  
Net realized gain (loss)   (147,276,483 )
Net change in unrealized appreciation (depreciation) on:      
Investments   2,742,326,605  
Translation of other assets and liabilities denominated in foreign currencies   716,990  
Net change in unrealized appreciation (depreciation)   2,743,043,595  
Net realized and unrealized gain (loss)   2,595,767,112  
Net increase (decrease) in net assets resulting from operations $ 2,760,644,720  

 

Semiannual Report | The accompanying notes are an integral part of these financial statements. | 29


 

Templeton Growth Fund, Inc.

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 $ 164,877,608   $ 235,578,766  
Net realized gain (loss) from investments and foreign currency transactions   (147,276,483 )   466,403,762  
Net change in unrealized appreciation (depreciation) on investments and translation of            
other assets and liabilities denominated in foreign currencies   2,743,043,595     2,813,829,931  
Net increase (decrease) in net assets resulting from operations   2,760,644,720     3,515,812,459  
Distributions to shareholders from:            
Net investment income:            
Class A   (176,426,557 )   (226,694,764 )
Class C   (5,057,092 )   (8,762,781 )
Class R   (1,589,979 )   (2,308,178 )
Class R6   (34,522,085 )    
Advisor Class   (5,705,937 )   (49,914,616 )
Total distributions to shareholders   (223,301,650 )   (287,680,339 )
Capital share transactions: (Note 2)            
Class A   (203,053,886 )   (1,150,663,450 )
Class B       (22,692,424 )
Class C   (14,525,802 )   (78,078,548 )
Class R   (7,249,979 )   (19,582,566 )
Class R6   (11,786,057 )   1,961,343,561  
Advisor Class   (85,822,952 )   (2,351,712,636 )
Total capital share transactions   (322,438,676 )   (1,661,386,063 )
Net increase (decrease) in net assets   2,214,904,394     1,566,746,057  
Net assets:            
Beginning of period   16,385,182,955     14,818,436,898  
End of period $ 18,600,087,349   $ 16,385,182,955  
Undistributed net investment income included in net assets:            
End of period $ 111,267,063   $ 169,691,105  

 

30 | The accompanying notes are an integral part of these financial statements. | Semiannual Report


 

Templeton Growth Fund, Inc.

Notes to Financial Statements (unaudited)

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Templeton Growth Fund, Inc. (Fund) is registered under the Investment Company Act of 1940, as amended, (1940 Act) as an open-end investment company. The Fund offers five classes of shares: Class A, Class C, Class R, Class R6, and Advisor Class. Each class of shares differs by its initial sales load, contingent deferred sales charges, voting rights on matters affecting a single class, its exchange privilege and fees primarily due to differing arrangements for distribution and transfer agent fees.

The following summarizes the Fund’s significant accounting policies.

a. Financial Instrument Valuation

The Fund’s investments in financial instruments are carried at fair value daily. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The Fund calculates the net asset value (NAV) per share at the close of the New York Stock Exchange (NYSE), generally at 4 p.m. Eastern time (NYSE close) on each day the NYSE is open for trading. Under procedures approved by the Fund’s Board of Directors (the Board), the Fund’s administrator, investment manager and other affiliates have formed the Valuation and Liquidity Oversight Committee (VLOC). The VLOC provides administration and oversight of the Fund’s valuation policies and procedures, which are approved annually by the Board. Among other things, these procedures allow the Fund to utilize independent pricing services, quotations from securities and financial instrument dealers, and other market sources to determine fair value.

Equity securities listed on an exchange or on the NASDAQ National Market System are valued at the last quoted sale price or the official closing price of the day, respectively. Foreign equity securities are valued as of the close of trading on the foreign stock exchange on which the security is primarily traded or as of 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 non-registered money market funds are valued at the closing net asset value. Time deposits are valued at cost, which approximates market value.

The Fund has procedures to determine the fair value of financial instruments for which market prices are not reliable or readily available. Under these procedures, the 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

Semiannual Report | 31


 

Templeton Growth Fund, Inc.

Notes to Financial Statements (unaudited) (continued)

1.      ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)
a.      Financial Instrument Valuation (continued)

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 Fund’s 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 Fund’s portfolio securities on the last business day and the last calendar day of the reporting period. Any significant security valuation changes due to an open foreign market are adjusted and reflected by the Fund for financial reporting purposes.

b. Foreign Currency Translation

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

32 | Semiannual Report


 

Templeton Growth Fund, Inc.

Notes to Financial Statements (unaudited) (continued)

1.      ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)
b.      Foreign Currency Translation (continued)

equivalent value. If such an event occurs, the foreign exchange rate will be valued at fair value using procedures established and approved by the Board.

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

Realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the recorded amounts of dividends, interest, and foreign withholding taxes and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in foreign exchange rates on foreign denominated assets and liabilities other than investments in securities held at the end of the reporting period.

c. Investment in Templeton China Opportunities Fund, Ltd.

The Fund invests in Templeton China Opportunities Fund, Ltd. (China Fund), a private offering of unregistered shares in a Cayman Islands Exempt Company. The China Fund investment objective is to seek capital growth primarily through investments in A-shares of Chinese companies listed on the Shanghai and Shenzhen stock exchanges. Chinese A-shares are traded in Chinese Renminbi and are only available as an investment to domestic (Chinese) investors and holders of a Qualified Foreign Institutional Investors license. The China Fund is managed by Templeton Investment Counsel, LLC (an affiliate of the investment manager). No additional management or administrative fees are incurred on assets invested in the China Fund.

The China Fund may be subject to certain restrictions and administrative processes relating to its ability to repatriate cash balances, investment proceeds and earnings associated with its investment, as such activities are subject to approval by agencies of the Chinese government and thus the Fund may incur delays in redeeming its investment in the China Fund. The Fund’s investment in the China Fund is valued based upon the fair value of the China Fund’s portfolio securities and other assets and liabilities.

d. Securities Lending

The Fund participates in an agency based securities lending program. The Fund receives cash collateral against the loaned securities in an amount equal to at least 102% of the market value of the loaned securities. Collateral is maintained over the life of the loan in an amount not less than 100% of the market value of loaned securities, as determined at the close of fund business each day; any additional collateral required due to changes in security values is delivered to the Fund on the next business day. The collateral is invested in a non-registered money fund as indicated on the Statement of Investments. The Fund receives income from the investment of cash collateral, in addition to lending fees and rebates paid by the borrower. The Fund bears the market risk with respect to the collateral investment, securities loaned, and the risk that the agent

Semiannual Report | 33


 

Templeton Growth Fund, Inc.

Notes to Financial Statements (unaudited) (continued)

1.      ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)
d.      Securities Lending (continued)

may default on its obligations to the Fund. The securities lending agent has agreed to indemnify the Fund in the event of default by a third party borrower.

e. Income and Deferred Taxes

It is the Fund’s policy to qualify as a regulated investment company under the Internal Revenue Code. The Fund intends to distribute to shareholders substantially all of its taxable income and net realized gains to relieve it from federal income and excise taxes. As a result, no provision for U.S. federal income taxes is required.

The Fund may be subject to foreign taxation related to income received, capital gains on the sale of securities and certain foreign currency transactions in the foreign jurisdictions in which it invests. Foreign taxes, if any, are recorded based on the tax regulations and rates that exist in the foreign markets in which the Fund invests. When a capital gain tax is determined to apply the Fund records an estimated deferred tax liability in an amount that would be payable if the securities were disposed of on the valuation date.

The Fund 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 Fund’s 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.

f. Security Transactions, Investment Income, Expenses and Distributions

Security transactions are accounted for on trade date. Realized gains and losses on security transactions are determined on a specific identification basis. Interest income and estimated expenses are accrued daily. 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 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.

Realized and unrealized gains and losses and net investment income, not including class specific expenses, are allocated daily to each class of shares based upon the relative proportion of net assets of each class. Differences in per share distributions, by class, are generally due to differences in class specific expenses.

34 | Semiannual Report


 

Templeton Growth Fund, Inc.

Notes to Financial Statements (unaudited) (continued)

1.      ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)
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 expenses during the reporting period. Actual results could differ from those estimates.

h. Guarantees and Indemnifications

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

2. CAPITAL STOCK

At February 28, 2014, there were 2.4 billion shares authorized ($0.01 par value). Transactions in the Fund’s shares were as follows:

  Six Months Ended   Year Ended  
  February 28, 2014   August 31, 2013  
  Shares     Amount   Shares       Amount  
Class A Shares:                      
Shares sold 31,710,161   $ 774,094,909   43,911,335     $ 902,034,012  
Shares issued in reinvestment                      
of distributions 6,211,414     148,326,982   9,793,343       188,032,179  
Shares redeemed (46,126,386 ) (1,125,475,777 ) (109,716,643 )   (2,240,729,641 )
Net increase (decrease) (8,204,811 ) $ (203,053,886 ) (56,011,965 ) $ (1,150,663,450 )
Class B Sharesa:                      
Shares sold           6,211     $ 115,080  
Shares redeemed           (1,179,980 )     (22,807,504 )
Net increase (decrease)           (1,173,769 )   $ (22,692,424 )
Class C Shares:                      
Shares sold 1,671,828   $ 39,791,692   2,685,852     $ 54,169,140  
Shares issued in reinvestment                      
of distributions 198,068     4,622,904   422,035       7,925,813  
Shares redeemed (2,487,891 )   (58,940,398 ) (7,094,295 )     (140,173,501 )
Net increase (decrease) (617,995 ) $ (14,525,802 ) (3,986,408 )   $ (78,078,548 )
Class R Shares:                      
Shares sold 406,479   $ 9,840,860   958,605     $ 19,401,466  
Shares issued in reinvestment                      
of distributions 66,682     1,579,031   120,191       2,288,434  
Shares redeemed (774,231 )   (18,669,870 ) (2,056,200 )     (41,272,466 )
Net increase (decrease) (301,070 ) $ (7,249,979 ) (977,404 )   $ (19,582,566 )

 

Semiannual Report | 35


 

Templeton Growth Fund, Inc.

Notes to Financial Statements (unaudited) (continued)

2. CAPITAL STOCK (continued)                      
 
  Six Months Ended   Year Ended  
  February 28, 2014   August 31, 2013  
  Shares     Amount   Shares       Amount  
Class R6 Sharesb:                      
Shares sold c 3,983,080   $ 97,308,447   98,253,974   $ 2,097,148,930  
Shares issued in reinvestment                      
 of distributions 1,446,860     34,522,085          
Shares redeemed (5,909,387 )   (143,616,589 ) (6,098,393 )     (135,805,369 )
Net increase (decrease) (479,447 ) $ (11,786,057 ) 92,155,581   $ 1,961,343,561  
Advisor Class Shares:                      
Shares sold 1,177,359   $ 28,902,134   2,298,757     $ 47,178,020  
Shares issued in reinvestment                      
of distributions 223,682     5,348,247   2,577,387       49,460,059  
Shares redeemedc (4,915,299 )   (120,073,333 ) (116,155,259 )     (2,448,350,715 )
Net increase (decrease) (3,514,258 ) $ (85,822,952 ) (111,279,115 ) $ (2,351,712,636 )

 

aEffective March 22, 2013, all Class B shares were converted to Class A. bFor the period May 1, 2013 (effective date) to August 31, 2013. cEffective May 1, 2013, a portion of Advisor Class shares were exchanged into Class R6.

3. 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 directors of the Fund are also officers and/or directors of the following subsidiaries:

Subsidiary Affiliation
Templeton Global Advisors Limited (TGAL) Investment manager
Franklin Templeton Services, LLC (FT Services) Administrative manager
Franklin Templeton Distributors, Inc. (Distributors) Principal underwriter
Franklin Templeton Investor Services, LLC (Investor Services) Transfer agent

 

a. Management Fees

The Fund pays an investment management fee to TGAL based on the average daily net assets of the Fund as follows:

    Annualized Fee Rate   Net Assets
    0.630% Up to and including $1 billion
    0.615% Over $1 billion, up to and including $5 billion
    0.600% Over $5 billion, up to and including $10 billion
    0.580% Over $10 billion, up to and including $15 billion
    0.560% Over $15 billion, up to and including $20 billion
    0.540% Over $20 billion, up to and including $25 billion
    0.530% Over $25 billion, up to and including $30 billion
    0.520% Over $30 billion, up to and including $35 billion
    0.510% Over $35 billion, up to and including $40 billion
    0.500% Over $40 billion, up to and including $45 billion
    0.490% In excess of $45 billion
36 | Semiannual Report    

 


 

Templeton Growth Fund, Inc.

Notes to Financial Statements (unaudited) (continued)

3.      TRANSACTIONS WITH AFFILIATES (continued)
b.      Administrative Fees

The Fund pays an administrative fee to FT Services based on the Fund’s daily net assets as follows:

Annualized Fee Rate   Net Assets
0.150 % Up to and including $200 million
0.135 % Over $200 million, up to and including $700 million
0.100 % Over $700 million, up to and including $1.2 billion
0.075 % In excess of $1.2 billion

 

c. Distribution Fees

The Board has adopted distribution plans for each share class, with the exception of Class R6 and Advisor Class shares, pursuant to Rule 12b-1 under the 1940 Act. Distribution fees are not charged on shares held by affiliates. Under the Fund’s Class A reimbursement distribution plan, the Fund reimburses Distributors for costs incurred in connection with the servicing, sale and distribution of the Fund’s shares up to the maximum annual plan rate. Under the Class A reimbursement distribution plan, costs exceeding the maximum for the current plan year cannot be reimbursed in subsequent periods. In addition, under the Fund’s Class C and R compensation distribution plans, the Fund pays Distributors for costs incurred in connection with the servicing, sale and distribution of the Fund’s shares up to the maximum annual plan rate for each class. The plan year, for purposes of monitoring compliance with the maximum annual plan rates, is February 1 through January 31.

The maximum annual plan rates, based on the average daily net assets, for each class, are as follows:

Class A 0.25 %
Class C 1.00 %
Class R 0.50 %

 

d. Sales Charges/Underwriting Agreements

Front-end sales charges and contingent deferred sales charges (CDSC) do not represent expenses of the Fund. These charges are deducted from the proceeds of sales of Fund shares prior to investment or from redemption proceeds prior to remittance, as applicable. Distributors has advised the Fund of the following commission transactions related to the sales and redemptions of the Fund’s shares for the period:

Sales charges retained net of commissions paid to unaffiliated    
broker/dealers $ 1,203,116
CDSC retained $ 15,524

 

Semiannual Report | 37


 

Templeton Growth Fund, Inc.

Notes to Financial Statements (unaudited) (continued)

3.      TRANSACTIONS WITH AFFILIATES (continued)
e.      Transfer Agent Fees

Each class of shares, except for Class R6, pays transfer agent fees to Investor Services for its performance of shareholder servicing obligations and reimburses Investor Services for out of pocket expenses incurred, including shareholding servicing fees paid to third parties. These fees are allocated daily based upon their relative proportion of such classes’ aggregate net assets. Class R6 pays Investor Services transfer agent fees specific to that class.

For the period ended February 28, 2014, the Fund paid transfer agent fees of $8,656,011, of which $4,755,057 was retained by Investor Services.

f. Waiver and Expense Reimbursements

Investor Services has contractually agreed in advance to waive or limit its fees so that the Class R6 transfer agent fees does not exceed 0.01% until December 31, 2014. There were no expenses waived during the period ended February 28, 2014.

4. EXPENSE OFFSET ARRANGEMENT

The Fund has entered into an arrangement with its custodian whereby credits realized as a result of uninvested cash balances are used to reduce a portion of the Fund’s custodian expenses. During the period ended February 28, 2014, there were no credits earned.

5. 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, the Fund had capital loss carryforwards of $2,258,917,827 expiring in 2018.

At February 28, 2014, the cost of investments and net unrealized appreciation (depreciation) for income tax purposes were as follows:

Cost of investments $ 14,122,126,496  
 
Unrealized appreciation $ 5,335,770,807  
Unrealized depreciation   (985,205,839 )
Net unrealized appreciation (depreciation) $ 4,350,564,968  

 

38 | Semiannual Report


 

Templeton Growth Fund, Inc.

Notes to Financial Statements (unaudited) (continued)

5. INCOME TAXES (continued)

Differences between income and/or capital gains as determined on a book basis and a tax basis are primarily due to differing treatments of regulatory settlements.

6. INVESTMENT TRANSACTIONS

Purchases and sales of investments (excluding short term securities) for the period ended February 28, 2014, aggregated $1,275,281,202 and $1,669,813,009, respectively.

7. CONCENTRATION OF RISK

Investing in foreign securities may include certain risks and considerations not typically associated with investing in U.S. securities, such as fluctuating currency values and changing local and regional economic, political and social conditions, which may result in greater market volatility. In addition, certain foreign securities may not be as liquid as U.S. securities.

8. RESTRICTED SECURITIES

The Fund invests in securities that are restricted under the Securities Act of 1933 (1933 Act) or which are subject to legal, contractual, or other agreed upon restrictions on resale. Restricted securities are often purchased in private placement transactions, and cannot be sold without prior registration unless the sale is pursuant to an exemption under the 1933 Act. Disposal of these securities may require greater effort and expense, and prompt sale at an acceptable price may be difficult. The Fund may have registration rights for restricted securities. The issuer generally incurs all registration costs.

At February 28, 2014, the Fund held investments in restricted securities, excluding certain securities exempt from registration under the 1933 Act deemed to be liquid, as follows:

    Acquisition        
Shares Issuer Dates   Cost   Value
 
8,409,153 Templeton China Opportunities Fund, Ltd.,          
  Reg D          
  Total Restricted Securities          
  (Value is 0.49% of Net Assets) 1/27/10 - 10/09/13 $ 84,040,500 $ 90,734,764

 

9. HOLDINGS OF 5% VOTING SECURITIES OF PORTFOLIO COMPANIES

The 1940 Act defines “affiliated companies” to include investments in portfolio companies in which a fund owns 5% or more of the outstanding voting securities. Investments in “affiliated companies” for the Fund for the period ended February 28, 2014, were as shown below.

Semiannual Report | 39


 

Templeton Growth Fund, Inc.

Notes to Financial Statements (unaudited) (continued)

9. HOLDINGS OF 5% VOTING SECURITIES OF PORTFOLIO COMPANIES (continued)

  Number of     Number of            
  Shares Held     Shares Held   Value at       Realized
  at Beginning Gross Gross at End of   End of   Investment   Capital
Name of Issuer of Period Additions Reductions Period   Period   Income   Gain (Loss)
Controlled Affiliatesa                    
Templeton China Opportunities                    
Fund, Ltd., Reg D 8,404,428 4,725 8,409,153 $ 90,734,764 $ $
Non-Controlled Affiliates                    
Brocade Communications                    
Systems Inc. 23,407,480 10,629,120 12,778,360   b     37,073,913
Navistar International Corp. 5,754,190 5,754,190   215,782,125    
Total Non-Controlled Affiliates         $ 215,782,125 $ $ 37,073,913
 
Total Affiliated Securities (Value is 1.65% of Net Assets)     $ 306,516,889 $ $ 37,073,913
 
aIssuer in which the Fund owns 25% or more of the outstanding voting securities.              
bAs of February 28, 2014, no longer an affiliate.                  

 

10. CREDIT FACILITY

The Fund, together with other U.S. registered and foreign investment funds (collectively, Borrowers), managed by Franklin Templeton Investments, are borrowers in a joint syndicated senior unsecured credit facility totaling $1.5 billion (Global Credit Facility) which matures on February 13, 2015. This Global Credit Facility provides a source of funds to the Borrowers for temporary and emergency purposes, including the ability to meet future unanticipated or unusually large redemption requests.

Under the terms of the Global Credit Facility, the Fund shall, in addition to interest charged on any borrowings made by the Fund and other costs incurred by the Fund, pay its share of fees and expenses incurred in connection with the implementation and maintenance of the Global Credit Facility, based upon its relative share of the aggregate net assets of all of the Borrowers, including an annual commitment fee of 0.07% based upon the unused portion of the Global Credit Facility. These fees are reflected in other expenses on the Statement of Operations. During the period ended February 28, 2014, the Fund did not use the Global Credit Facility.

11. FAIR VALUE MEASUREMENTS

The Fund follows a fair value hierarchy that distinguishes between market data obtained from independent sources (observable inputs) and the Fund’s own market assumptions (unobservable inputs). These inputs are used in determining the value of the Fund’s financial instruments and are summarized in the following fair value hierarchy:

• Level 1 – quoted prices in active markets for identical financial instruments

• Level 2 – other significant observable inputs (including quoted prices for similar financial instruments, interest rates, prepayment speed, credit risk, etc.)

• Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of financial instruments)

40 | Semiannual Report


 

Templeton Growth Fund, Inc.

Notes to Financial Statements (unaudited) (continued)

11. 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,b $ 17,988,713,669 $ $ $ 17,988,713,669
Non-Registered Mutual Funds       90,734,764   90,734,764
Short Term Investments     393,243,031     393,243,031
Total Investments in                
Securities $ 17,988,713,669 $ 393,243,031 $ 90,734,764 $ 18,472,691,464

 

aFor detailed categories, see the accompanying Statement of Investments.
bIncludes common and preferred stocks.

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.

12. 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.

13. 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
IDR -International Depositary Receipt

Semiannual Report | 41


 

Templeton Growth Fund, Inc.

Shareholder Information

Proxy Voting Policies and Procedures

The Fund’s investment manager has established Proxy Voting Policies and Procedures (Policies) that the Fund uses to determine how to vote proxies relating to portfolio securities. Shareholders may view the Fund’s complete Policies online at franklintempleton.com. Alternatively, shareholders may request copies of the Policies free of charge by calling the Proxy Group collect at (954) 527-7678 or by sending a written request to: Franklin Templeton Companies, LLC, 300 S.E. 2nd Street, Fort Lauderdale, FL 33301, Attention: Proxy Group. Copies of the Fund’s proxy voting records are also made available online at franklintempleton.com and posted on the U.S. Securities and Exchange Commission’s website at sec.gov and reflect the most recent 12-month period ended June 30.

Quarterly Statement of Investments

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

42 | Semiannual Report


 

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Semiannual Report and Shareholder Letter
TEMPLETON GROWTH FUND, INC.

Investment Manager
Templeton Global Advisors Limited

Distributor
Franklin Templeton Distributors, Inc.
(800) DIAL BEN®/342-5236
franklintempleton.com

Shareholder Services
(800) 632-2301

Authorized for distribution only when accompanied or preceded by a summary prospectus and/or prospectus.
Investors should carefully consider a fund’s investment goals, risks, charges and expenses before investing.
A prospectus contains this and other information; please read it carefully before investing.

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. 101 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 David W. Niemiec 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.  N/A 

 

 

Item 6. Schedule of Investments.  N/A 

 

 

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

 

 

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 Directors 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 Mark H. Otani, 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 Mark H. Otani, 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.

 

TEMPLETON GROWTH FUND, INC.

 

 

 

 

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/ MARK H. OTANI

      Mark H. Otani

      Chief Financial Officer and Chief Accounting Officer

Date  April 25, 2014